Common use of Section 409A Compliance Clause in Contracts

Section 409A Compliance. (a) This Agreement is intended to comply with the requirements of Section 409A of the Code and the regulations and guidance promulgated thereunder (“Section 409A”) or an exemption from Section 409A. The Company shall undertake to administer, interpret, and construe this Agreement in a manner that does not result in the imposition on Employee of any additional tax, penalty, or interest under Section 409A. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (c) Notwithstanding anything herein to the contrary, in the event that Employee is a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code, then with regard to any payment or the provision of any benefit (whether under this Agreement or otherwise) that is considered deferred compensation under Section 409A payable on account of a “separation from service,” and that is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise), to the extent necessary to avoid the imposition of excise taxes under Section 409A, such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Employee or (B) the date of Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 6.13(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Employee in a lump sum without interest, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (d) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, all such payments shall be made on or before the last day of calendar year following the calendar year in which the expense occurred. In witness whereof, this Change of Control Agreement has been executed as of the date first set forth above. AVANIR Pharmaceuticals, Inc. By: /s/ XXXXX X. XXXXX, PH.D. Xxxxx X. Xxxxx Chairman, Compensation Committee Employee /s/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx (Print Name)

Section 409A Compliance. (a) This Payments under this Agreement are designed to be made in a manner that is intended to comply exempt from or compliant with the requirements of Section 409A of the U.S. Internal Revenue Code (the “Code”) as a “short-term deferral,” and the regulations and guidance promulgated thereunder (“Section 409A”) or an exemption from Section 409A. The Company shall undertake to administer, interpret, and construe this Agreement in a manner that does not result in the imposition on Employee of any additional tax, penalty, or interest under Section 409A. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision provisions of this Agreement providing for will be administered, interpreted and construed accordingly (or disregarded to the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any extent such provision of cannot be so administered, interpreted, or construed). Notwithstanding anything to the contrary in this Agreement, references if, upon the advice of its counsel, the Company determines that the settlement of an RSU Share pursuant to a “termination,” “termination of employment” this Agreement is or like terms shall mean “separation from service.” (c) Notwithstanding anything herein may become subject to the contrary, in the event that Employee is a “specified employee” within the meaning of that term additional tax under Section 409A(a)(2)(B409A(a)(1)(B) of the Code, then with regard to Code or any payment other taxes or the provision of any benefit (whether under this Agreement or otherwise) that is considered deferred compensation penalties imposed under Section 409A payable on account of a (“separation from service,” and that 409A Taxes”) as applicable at the time such settlement is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise)otherwise required under this Agreement, then such payment may be delayed to the extent necessary to avoid 409A Taxes. In particular: (a) if the imposition Employee is a specified employee within the meaning of excise taxes under Section 409A409A(a)(2)(B)(i) of the Code on the date of the Employee’s “separation from service” (other than due to death) within the meaning of Section 1.409A-1(h) of the Treasury Regulations, such payment or benefit settlement shall be made or provided at the date which is delayed until the earlier of (i) the first business day following the expiration of the six (6)-month period measured months from the date of such “Employee’s separation from service” of Employee or , (Bii) the date of the Employee’s death death, or (iii) such earlier date as complies with the requirements of Section 409A (the “Settlement Delay Period”). Upon ; and (b) if all or any part of such RSU Share has been converted into cash pursuant to Section 9 hereof, then: (i) upon settlement of such RSU Share, such cash shall be increased by an amount equal to interest thereon for the expiration Settlement Delay Period at a rate equal to the default rate credited to amounts deferred under the Company’s Deferred Compensation Plan; provided, however, that such rate shall be calculated on a monthly average basis rather than a daily basis; and (ii) the Company shall fund the payment of such cash to the Employee upon settlement of such RSU Share, including the interest to be paid with respect thereto (collectively, the “Delayed Cash Payment”), by establishing and irrevocably funding a trust for the benefit of the Employee, but only if the establishment of such trust does not result in any taxes or penalties becoming due under Section 409A(b). Such trust shall be a grantor trust described in Section 671 of the U.S. Internal Revenue Code and intended not to cause tax to be incurred by the Employee until amounts are paid out from the trust to the Employee. The trust shall provide for distribution of amounts to the Employee in order to pay taxes, if any, that become due on the amounts as to which payment is being delayed during the Settlement Delay Period, all payments and benefits delayed Period pursuant to this Section 6.13(c) (whether they would have otherwise been payable in a single sum or in installments in 20, but only to the absence extent permissible under Section 409A of the U.S. Internal Revenue Code without the imposition of 409A Taxes. The establishment and funding of such delay) trust shall be paid or reimbursed to Employee in a lump sum without interest, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with not affect the normal payment dates specified for them herein. (d) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, all such payments shall be made on or before the last day of calendar year following the calendar year in which the expense occurred. In witness whereof, this Change of Control Agreement has been executed as obligation of the date first set forth above. AVANIR Pharmaceuticals, Inc. By: /s/ XXXXX X. XXXXX, PH.D. Xxxxx X. Xxxxx Chairman, Compensation Committee Employee /s/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx (Print Name)Company to pay the Delayed Cash Payment pursuant to this Section 20.

Section 409A Compliance. (a) This Payments under this Agreement are designed to be made in a manner that is intended to comply exempt from or compliant with the requirements of Section 409A of the U.S. Internal Revenue Code (the “Code”) as a “short-term deferral,” and the regulations and guidance promulgated thereunder (“Section 409A”) or an exemption from Section 409A. The Company shall undertake to administer, interpret, and construe this Agreement in a manner that does not result in the imposition on Employee of any additional tax, penalty, or interest under Section 409A. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision provisions of this Agreement providing for will be administered, interpreted and construed accordingly (or disregarded to the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any extent such provision of cannot be so administered, interpreted, or construed). Notwithstanding anything to the contrary in this Agreement, references if, upon the advice of its counsel, the Company determines that the settlement of an RSU Share pursuant to a “termination,” “termination of employment” this Agreement is or like terms shall mean “separation from service.” (c) Notwithstanding anything herein may become subject to the contrary, in the event that Employee is a “specified employee” within the meaning of that term additional tax under Section 409A(a)(2)(B409A(a)(1)(B) of the Code, then with regard to Code or any payment other taxes or the provision of any benefit (whether under this Agreement or otherwise) that is considered deferred compensation penalties imposed under Section 409A payable on account of a (“separation from service,” and that 409A Taxes”) as applicable at the time such settlement is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise)otherwise required under this Agreement, then such payment may be delayed to the extent necessary to avoid 409A Taxes. In particular: (a) if the imposition Employee is a specified employee within the meaning of excise taxes under Section 409A409A(a)(2)(B)(i) of the Code on the date of the Employee's “separation from service” (other than due to death) within the meaning of Section 1.409A-1(h) of the Treasury Regulations, such payment or benefit settlement shall be made or provided at the date which is delayed until the earlier of (i) the first business day following the expiration of the six (6)-month period measured months from the date of such “Employee's separation from service” of Employee or , (Bii) the date of the Employee’s death 's death, or (iii) such earlier date as complies with the requirements of Section 409A (the “Settlement Delay Period”). Upon ; and (b) if all or any part of such RSU Share has been converted into cash pursuant to Section 8 hereof, then: (i) upon settlement of such RSU Share, such cash shall be increased by an amount equal to interest thereon for the expiration Settlement Delay Period at a rate equal to the 120-month rolling average yield to maturity of the index called the “Xxxxxxx Xxxxx U.S. Corporates, A Rated, 15+ Years Index” (or any successor index, or if neither exists, the most similar index which does exist) as of December 31 of the year preceding the year in which the Settlement Delay PeriodPeriod commences, all payments compounded annually; and (ii) the Company shall fund the payment of such cash to the Employee upon settlement of such RSU Share, including the interest to be paid with respect thereto (collectively, the “Delayed Cash Payment”), by establishing and benefits irrevocably funding a trust for the benefit of the Employee, but only if the establishment of such trust does not result in any taxes or penalties becoming due under Section 409A(b). Such trust shall be a grantor trust described in Section 671 of the U.S. Internal Revenue Code and intended not to cause tax to be incurred by the Employee until amounts are paid out from the trust to the Employee. The trust shall provide for distribution of amounts to the Employee in order to pay taxes, if any, that become due on the amounts as to which payment is being delayed during the Settlement Delay Period pursuant to this Section 6.13(c) (whether they would have otherwise been payable in a single sum or in installments in 18, but only to the absence extent permissible under Section 409A of the U.S. Internal Revenue Code without the imposition of 409A Taxes. The establishment and funding of such delay) trust shall be paid or reimbursed to Employee in a lump sum without interest, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with not affect the normal payment dates specified for them herein. (d) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, all such payments shall be made on or before the last day of calendar year following the calendar year in which the expense occurred. In witness whereof, this Change of Control Agreement has been executed as obligation of the date first set forth above. AVANIR Pharmaceuticals, Inc. By: /s/ XXXXX X. XXXXX, PH.D. Xxxxx X. Xxxxx Chairman, Compensation Committee Employee /s/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx (Print Name)Company to pay the Delayed Cash Payment pursuant to this Section 19.

Section 409A Compliance. (a) This The provisions of this Agreement is will be administered, interpreted and construed in a manner intended to comply with the requirements of Section 409A of the Code and the regulations and guidance promulgated thereunder (“Section 409A”) ), the regulations issued thereunder or an exemption any exception thereto. For purposes of this Agreement, each payment is intended to be excepted from Section 409A. The Company shall undertake 409A to administer, interpretthe maximum extent provided under Section 409A as follows: (i) each payment that is scheduled to be made following Executive’s Termination Date and within the applicable 21/2 month period specified in Treas. Reg. § 1.409A-1(b)(4) is intended to be excepted under the short-term deferral exception as specified in Treas. Reg. § 1.409A-1(b)(4); and (ii) post-termination medical benefits are intended to be excepted under the medical benefits exception as specified in Treas. Reg. § 1.409A-1(b)(9)(v)(B), and construe this Agreement (iii) each payment that is not otherwise excepted under the short-term deferral exception or medical benefits exception is intended to be excepted under the involuntary separation pay exception as specified in a manner that does not result in the imposition on Employee of any additional tax, penalty, or interest under Section 409A. Treas. Reg. § 1.409A-1(b)(9)(iii). Each payment under this Agreement Agreement, including each installment payment, shall be treated as a separate payment for purposes and Executive shall have no right to designate the date of any payment hereunder. With respect to any payment subject to Section 409A. 409A of the Code (b) A termination and not excepted therefrom), if any, it is intended that each such payment is paid on permissible distribution event and at a specified time consistent with Section 409A of employment shall not be deemed to have occurred for purposes of the Code. Notwithstanding any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (c) Notwithstanding anything herein agreement to the contrary, Executive acknowledges and agrees that the Released Parties shall not be liable for, and nothing provided or contained in this Agreement will be construed to obligate or cause the event that Employee is a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the CodeReleased Parties to be liable for, then any tax, interest or penalties imposed on Executive related to or arising with regard respect to any payment or the provision violation of any benefit (whether under this Agreement or otherwise) that is considered deferred compensation under Section 409A payable on account of a “separation from service,” and that is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise), to the extent necessary to avoid the imposition of excise taxes under Section 409A, such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Employee or (B) the date of Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 6.13(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Employee in a lump sum without interest, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (d) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, all such payments shall be made on or before the last day of calendar year following the calendar year in which the expense occurred. In witness whereof, this Change of Control Agreement has been executed as of the date first set forth above. AVANIR Pharmaceuticals, Inc. By: /s/ XXXXX X. XXXXX, PH.D. Xxxxx X. Xxxxx Chairman, Compensation Committee Employee /s/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx (Print Name)409A.

Section 409A Compliance. (a) This Agreement is intended Notwithstanding anything to comply with the requirements of Section 409A of the Code contrary set forth herein, any payments and the regulations and guidance promulgated thereunder (“Section 409A”) or an exemption from Section 409A. The Company shall undertake to administer, interpret, and construe this Agreement in a manner that does not result in the imposition on Employee of any additional tax, penalty, or interest under Section 409A. Each payment benefits provided under this Agreement shall be treated as a separate payment for purposes of Section 409A. (bthe “Benefits”) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a that constitute “separation from servicedeferred compensation” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “shall not commence in connection with Executive’s termination of employment” or like terms shall mean employment unless and until Executive has also incurred a “separation from service.” ” (cas defined under Treasury Regulation Section 1.409A-1(h) Notwithstanding anything herein and without regard to any alternate definition thereunder). It is intended that each installment of the Benefits payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the Benefits set forth in this Agreement satisfy, to the contrarygreatest extent possible, in the event exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if the Company determines that Employee is all or any part of the Benefits constitute “deferred compensation” under Section 409A and Executive is, on the termination of his service, a “specified employee” within of the meaning of that Company or any successor entity thereto, as such term under is defined in Section 409A(a)(2)(B409A(a)(2)(B)(i) of the Code, then with regard to any payment or the provision of any benefit (whether under this Agreement or otherwise) that is considered deferred compensation under Section 409A payable on account of a “separation from service,” and that is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise)then, solely to the extent necessary to avoid the imposition incurrence of excise taxes the adverse personal tax consequences under Section 409A, such payment or benefit shall be made or provided at the date which is the earlier of : (i) the expiration payment of the six Benefits (6)-month period measured from or that portion of the Benefits that are determined to constitute "deferred compensation") shall be delayed until the earlier to occur of: (A) the date of such “that is six months and one day after the Executive’s separation from service” of Employee , or (B) the date of EmployeeExecutive’s death (such applicable date, the “Delay PeriodSpecified Employee Initial Payment Date”). Upon , (ii) the expiration Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the Delay Period, all Benefits payments and benefits that Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the Benefits had not been so delayed pursuant to this Section 6.13(c9(c), and (iii) the Company shall commence paying the balance of the Benefits in accordance with the applicable payment schedules set forth in this Agreement. While it is intended that all payments and benefits provided under this Agreement or otherwise to Executive will be exempt from or comply with Section 409A, the Company makes no representation or covenant to ensure that any such payments or benefits are exempt from or compliant with Section 409A. The Company will have no liability to Executive or any other party if a payment or benefit under this Agreement is challenged by any taxing authority or is ultimately determined not to be exempt or compliant. Executive further understands and agrees that Executive will be entirely responsible for all taxes on any payments and benefits provided to Executive as a result of this Agreement. The Health Payment (whether they would have otherwise been payable as defined in a single sum or in installments in the absence of such delaySection 9(a)(iii)) shall be paid or reimbursed to Employee in a lump sum without interest, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (d) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, all such payments shall be made on or before no later than the last day of calendar the year following the calendar year in which the applicable expense occurredwas incurred, and shall be determined and paid such that the expenses eligible for reimbursement in one year will not affect the expenses eligible for reimbursement in another year. In witness whereof, this Change of Control Agreement has been executed as of the date first set forth above. AVANIR Pharmaceuticals, Inc. By: /s/ XXXXX X. XXXXX, PH.D. Xxxxx X. Xxxxx Chairman, Compensation Committee Employee /s/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx (Print Name)The right to reimbursement under Section 9(a)(iii) shall not be subject to liquidation or exchange for a different benefit.

Section 409A Compliance. To the extent the Special Termination Indemnity Payment is subject to Section 409A of the United States Internal Revenue Code of 1986, as xxxxxxx xxxx xxxx xx xxxx (a) This "Xxxx"), such Payment shall be paid as provided in this Agreement is intended to comply upon separation from service with the requirements Employer and all of its affiliates or, in the case of a Specified Employee, on the earliest to occur of (i) death, and (ii) 6 months after a separation from service with the Employer and all of its affiliates. "Specified Employee" shall mean a "key employee" (as defined in Section 416(i) of the Code without regard to paragraph (5) thereof) of the Employer or an affiliate. Novelis intends that the Agreement and any Payments to be paid hereunder be exempt from the application of Section 409A of the Code or meet the requirements of paragraphs (2), (3) and (4) of subsection (a) of Section 409A of the Code (and any successor provisions of the Code) and the regulations and other guidance promulgated issued thereunder (“Section 409A”) or an exemption from Section 409A. The Company shall undertake to administer, interpret, and construe this Agreement in a manner that does not result in the imposition on Employee of any additional tax, penalty, or interest under Section 409A. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (c) Notwithstanding anything herein to the contrary, in the event that Employee is a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code, then with regard to any payment or the provision of any benefit (whether under this Agreement or otherwise) that is considered deferred compensation under Section 409A payable on account of a “separation from service,” and that is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise"Requirements"), to the extent applicable, and be operated in accordance with such Requirements so that any compensation deferred in connection with such Payments (and any applicable investment earnings) shall not be included in income under Section 409A of the Code. If any provision of the Agreement is found to be in violation of the Requirements, then such provision shall be deemed to be modified or restricted to the extent and in the manner necessary to avoid render such provision in conformity with the imposition of excise taxes under Section 409ARequirements, such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured deemed excised from the date of such “separation from service” of Employee or (B) the date of Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 6.13(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Employee in a lump sum without interestAgreement, and any remaining payments and benefits due under this the Agreement shall be paid or provided in accordance with construed and enforced to the normal payment dates specified for them herein. (d) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as maximum extent permitted by Section 409Athe Requirements as if such provision had been originally incorporated in the Agreement as so modified or restricted, all or as if such payments shall be made on or before provision had not been originally incorporated in the last day of calendar year following Agreement, as the calendar year in which the expense occurred. In witness whereof, this Change of Control Agreement has been executed as of the date first set forth above. AVANIR Pharmaceuticals, Inc. By: /s/ XXXXX X. XXXXX, PH.D. Xxxxx X. Xxxxx Chairman, Compensation Committee Employee /s/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx (Print Name)case may be.

Section 409A Compliance. (a) This Agreement is intended The parties believe that, if amounts are paid at the time or times indicated in this Agreement, the payments will not be required to comply with be delayed for six months under 409(a)(2)(B) of the requirements Internal Revenue Code of 1986, as amended (the “Code”). Notwithstanding anything to the contrary in this Agreement, however, if, at the time of the Executive’s “separation from service” within the meaning of Section 409A of the Code and Code, the regulations and guidance promulgated thereunder (Company determines that the Executive is a “specified employee” within the meaning of Section 409A”409A(a)(2)(B)(i) of the Code, then, to the extent any payment or an exemption from Section 409A. The Company shall undertake benefit that the Executive becomes entitled to administer, interpret, and construe under this Agreement in on account of the Executive’s separation from service would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a manner result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that does not result in is the imposition on Employee earlier of any additional tax, penalty(A) six months and one day after the Executive’s separation from service, or interest (B) the Executive’s death. (b) To the extent that any payment or benefit under or pursuant to this Agreement is payable upon the Executive’s termination of employment, then such payments or benefits shall be payable only upon the Executive’s “separation from service” to the extent necessary to comply with Section 409A. 409A of the Code. The determination of whether and when a “separation from service” has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A 1(h). Each payment made under this Agreement shall be treated as a separate payment for purposes of Section 409A.409A of the Code. (bc) A termination The parties intend that this Agreement will be administered in accordance with Section 409A of employment shall not be deemed to have occurred for purposes of the Code. To the extent that any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of ambiguous as to its compliance with Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (c) Notwithstanding anything herein to the contrary, in the event that Employee is a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code, then with regard to any payment or the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of any benefit (whether under the Code. The parties agree that this Agreement or otherwise) that is considered deferred compensation under may be amended, as reasonably requested by either party, and as may be necessary to comply fully with Section 409A payable on account of a “separation from service,” and that is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise), to the extent necessary to avoid the imposition of excise taxes under Section 409A, such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from Code and all related rules and regulations in order to preserve the date of such “separation from service” of Employee or (B) the date of Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 6.13(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Employee in a lump sum without interest, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them hereinhereunder. (d) With regard The Company makes no representation or warranty and shall have no liability to the Executive or any provision herein that provides for reimbursement other person if any provisions of costs and expenses or in-kind benefits, except as permitted by this Agreement are determined to constitute deferred compensation subject to Section 409A, all such payments shall be made on or before the last day of calendar year following the calendar year in which the expense occurred. In witness whereof, this Change of Control Agreement has been executed as 409A of the date first set forth aboveCode but do not satisfy an exemption from, or the conditions of, such Section. AVANIR Pharmaceuticals, Inc. By: /s/ XXXXX X. XXXXX, PH.D. Xxxxx X. Xxxxx Chairman, Compensation Committee Employee /s/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx (Print Name)[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Section 409A Compliance. (a) This Agreement It is intended that any benefits under the Agreement satisfy, to comply with the requirements greatest extent possible, the exemptions from the application of Section 409A of the Code provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and the regulations and guidance promulgated thereunder (“Section 409A”) or an exemption from Section 409A. The Company shall undertake Agreement will be construed to administer, interpretthe greatest extent possible as consistent with those provisions, and construe this to the extent not so exempt, the Agreement (and any definitions hereunder) will be construed in a manner that does not result in complies with Section 409A. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the imposition on Employee of Executive’s right to receive any additional taxinstallment payments under the Agreement (whether severance payments, penaltyif any, or interest under Section 409A. Each payment under this Agreement otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment for purposes of Section 409A. (b) hereunder shall at all times be considered a separate and distinct payment. A termination of employment shall not be deemed to have occurred for purposes of any provision of this the Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this the Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean “separation from service.” (c) . Notwithstanding anything herein any provision to the contrary, contrary in the event that Employee Agreement, if the Executive is deemed by the Company at the time of a separation from service to be a “specified employeeExecutive” within for purposes of Section 409A(a)(2)(B)(i), and if any payments or benefits that the meaning of that term Executive becomes entitled to under Section 409A(a)(2)(B) of the Code, then with regard to any payment or the provision of any benefit (whether under this Agreement or otherwise) that is considered deferred compensation under Section 409A payable on account of a “such separation from serviceservice are deemed to be “deferred compensation,” and that is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise), then to the extent necessary delayed commencement of any portion of such payments or benefits is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) and the imposition of excise taxes related adverse taxation under Section 409A, such payment or benefit payments shall not be made or provided at prior to the date which is the earlier earliest of (i) the expiration of the six (6)-month six-month period measured from the date of such “separation from service” of Employee or , (Bii) the date of Employeethe Executive’s death or (iii) such earlier date as permitted under Section 409A without the “Delay Period”)imposition of adverse taxation. Upon the first business day following the expiration of the Delay Periodsuch period, all payments and benefits delayed deferred pursuant to this Section 6.13(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) paragraph shall be paid or reimbursed to Employee in a lump sum without interestsum, and any remaining payments and benefits due under this Agreement shall be paid as or otherwise provided in accordance with the normal payment dates specified for them herein. (d) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, all such payments . No interest shall be made due on or before the last day of calendar year following the calendar year in which the expense occurred. In witness whereof, this Change of Control Agreement has been executed as of the date first set forth above. AVANIR Pharmaceuticals, Inc. By: /s/ XXXXX X. XXXXX, PH.D. Xxxxx X. Xxxxx Chairman, Compensation Committee Employee /s/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx (Print Name)any amounts so deferred.

Section 409A Compliance. (a) This It is the intent of this Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code and of 1986, as amended (the regulations and guidance promulgated thereunder (“Section 409ACode”) or an exemption from so that none of the severance and other payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A. The Company shall undertake to administer, interpret409A of the Code, and construe this Agreement in shall be interpreted accordingly. The Executive’s right to a manner that does not result in the imposition on Employee series of any additional tax, penalty, or interest under Section 409A. Each payment installment payments under this Agreement shall be treated as a right to a series of separate payments within the meaning of Treas. Reg. §1.409A-2(b)(2)(iii). The foregoing notwithstanding, the Company shall in no event whatsoever be liable for any additional tax, interest or penalty incurred by the Executive as a result of the failure of any payment for purposes or benefit to satisfy the requirements of Section 409A. 409A of the Code. Notwithstanding any provision to the contrary in this Agreement, (bi) A no amount of non-qualified deferred compensation subject to Section 409A of the Code that is payable in connection with the termination of his employment shall not be deemed paid to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a Executive unless the termination of the Executive’s employment unless such termination is also constitutes a “separation from service” within the meaning of Section 409A and, for purposes 1.409A-1(h) of any such provision the Department of this Agreement, references to a “termination,” “termination Treasury Regulations; (ii) if the Executive is deemed at the time of employment” or like terms shall mean “his separation from service.” (c) Notwithstanding anything herein service to the contrary, in the event that Employee is be a “specified employee” within the meaning for purposes of that term under Section 409A(a)(2)(B409A(a) (2)(B)(i) of the Code, then with regard to any payment or the provision extent that delayed commencement of any benefit (whether portion of the termination benefits to which the Executive is entitled under this Agreement or otherwise) that is considered deferred compensation under Section 409A payable on (after taking into account of a “separation from service,” and that is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise), all exclusions applicable to the extent necessary to avoid the imposition of excise taxes such termination benefits under Section 409A) is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such payment or benefit portion of the Executive’s termination benefits shall not be made or provided at to the date which is Executive prior to the earlier of (iA) the expiration of the six (6)-month six-month period measured from the date of such the Executive’s “separation from service” with the Company (as such term is defined in the Department of Employee or Treasury Regulations issued under Section 409A) and (B) the date of Employeethe Executive’s death (death; provided, that upon the “Delay Period”). Upon the expiration earlier of the Delay Periodsuch dates, all payments and benefits delayed deferred pursuant to this Section 6.13(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay26(ii) shall be paid or reimbursed to Employee the Executive in a lump sum without interestsum, and any remaining payments and benefits due under this Agreement shall be paid or as otherwise provided herein; (iii) the determination of whether the Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his separation from service shall be made by the Company in accordance with the normal payment dates specified for them herein. terms of Section 409A of the Code and applicable guidance thereunder (dincluding, without limitation, Section 1.409A-1(i) With regard of the Department of Treasury Regulations and any successor provision thereto); and (iv) to the extent that any provision herein that provides for reimbursement of costs and expenses or in-kind benefitsbenefits constitutes “deferred compensation” under Section 409A of the Code, except as permitted by Section 409A, all such payments reimbursement or benefit shall be made on or before provided no later than December 31 of the last day of calendar year following the calendar year in which the expense occurredwas incurred. In witness whereof, this Change The amount of Control Agreement has been executed as expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the date first set forth above. AVANIR Pharmaceuticals, Inc. By: /s/ XXXXX X. XXXXX, PH.D. Xxxxx X. Xxxxx Chairman, Compensation Committee Employee /s/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx (Print Name)amount of in-kind benefits provided in any other year.

Section 409A Compliance. (a) This To the extent possible, it is intended that the Separation Payment under this Separation Agreement is intended to comply with the requirements of Section be exempt from section 409A of the Code and the regulations Internal Revenue Code, accompanying regulations, and guidance promulgated thereunder (collectively “Section section 409A”) ), by reason of the short-term deferral rule (26 C.F.R. § 1.409A-1(b)(4)), or an exemption from Section 409A. The Company one of the separation pay exceptions (26 C.F.R. § 1.409A-1(b)(9)). To the extent that the Separation Payment under this Separation Agreement is subject to section 409A, this Separation Agreement shall undertake to administer, interpret, and construe this Agreement be interpreted in a manner that does not result in complies with section 409A. For example, the imposition term “termination” shall be interpreted to mean a separation from service under section 409A and if Employee is a specified employee the six (6) month delay rule for a payment made based on Employee separation from service shall apply (if applicable) with payments due accrued until the end of any additional taxthe six (6) month period. In addition, penalty, or interest under Section 409A. Each each payment under this Agreement and benefit shall be treated as a separate payment for purposes of Section 409A. section 409A, as allowed under 26 C.F.R. § 1.409A-2(b)(2)(iii). Notwithstanding the foregoing, although the intent is to comply with section 409A, Employee shall be responsible for all taxes and penalties under this Separation Agreement (b) A termination of employment the Company and its employees shall not be deemed to have occurred responsible for purposes of such taxes and penalties. To the extent that any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless hereof is modified in order to comply with section 409A, such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms modification shall mean “separation from service.” (c) Notwithstanding anything herein to the contrary, be made in the event that Employee is a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code, then with regard to any payment or the provision of any benefit (whether under this Agreement or otherwise) that is considered deferred compensation under Section 409A payable on account of a “separation from service,” good faith and that is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise)shall, to the maximum extent necessary reasonably possible, maintain the original intent and economic benefit to avoid Employee and the imposition of excise taxes under Section 409A, such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration Company of the six (6)-month period measured from applicable provision without violating the date provisions of such “separation from service” of section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on Employee by section 409A or (B) the date of Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant damages for failing to this Section 6.13(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Employee in a lump sum without interest, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance comply with the normal payment dates specified for them herein. (d) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, all such payments shall be made on or before the last day of calendar year following the calendar year in which the expense occurred. In witness whereof, this Change of Control Agreement has been executed as of the date first set forth above. AVANIR Pharmaceuticals, Inc. By: /s/ XXXXX X. XXXXX, PH.D. Xxxxx X. Xxxxx Chairman, Compensation Committee Employee /s/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx (Print Name)section 409A.

Section 409A Compliance. (a) This To the extent the Executive would otherwise be entitled to any payment (whether pursuant to this Agreement is intended or otherwise) during the six months beginning on termination of employment that would be subject to comply with the requirements of additional tax imposed under Section 409A of the Code and the regulations and guidance promulgated thereunder (“Section 409A”), the payment will be paid to the Executive on the earlier of the six-month anniversary of the Executive’s date of termination of employment or the Executive’s death or disability (within the meaning of Section 409A). Similarly, to the extent the Executive would otherwise be entitled to any benefit (other than a payment) during the six months beginning on termination of employment that would be subject to the Section 409A additional tax, the benefit will be delayed and will begin being provided (together, if applicable, with an adjustment to compensate the Executive for the delay) on the earlier of the six-month anniversary of the date of termination, death or an exemption from disability (within the meaning of Section 409A). (b) It is the Company’s intention that the benefits and rights to which the Executive could become entitled pursuant to the provisions of this Agreement will comply with Section 409A. If the Executive or the Company believes, at any time, that any of such benefit or right does not comply, it shall promptly advise the other and shall negotiate reasonably and in good faith to amend the terms of such arrangement such that it complies (with the most limited reasonable economic effect on the Executive and on the Company). (c) The Company shall undertake to administerindemnify the Executive, interpreton a fully grossed-up basis, and construe this Agreement in a manner that does not result in the imposition on Employee of for any additional tax, penaltyinterest, penalties or interest under Section 409A. Each payment under this Agreement shall be treated as a separate payment for purposes other liabilities payable or incurred by the Executive by reason of Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes the failure of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of to comply with Section 409A and, for purposes and that cannot be reasonably cured by an amendment negotiated in good faith pursuant to Section 15.12(b) hereof. The provisions of any such provision Sections 8.1 through 8.4 of this the Agreement, references relating to a “termination,” “termination of employment” or like terms Gross-Up Payments as therein defined, shall mean “separation from service.” (c) Notwithstanding anything herein to the contrary, in the event that Employee is a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code, then apply with regard respect to any payment or the provision of any benefit (whether required under this Agreement or otherwise) that is considered deferred compensation under Section 409A payable on account of a “separation from service,” and that is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise15.12(c), to the extent necessary to avoid the imposition of excise taxes under Section 409A, such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration . 8. All other provisions of the six (6)-month period measured from the date of such “separation from service” of Employee or (B) the date of Employee’s death (the “Delay Period”)Agreement remain unchanged and in full force and effect. Upon the expiration Human Resources, Compensation and Benefits Committee of the Delay Period, all payments and benefits delayed pursuant to this Section 6.13(c) (whether they would have otherwise been payable in a single sum or in installments in the absence Board of such delay) shall be paid or reimbursed to Employee in a lump sum without interest, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (d) With regard to any provision herein that provides for reimbursement Directors of costs and expenses or in-kind benefits, except as permitted by Section 409A, all such payments shall be made on or before the last day of calendar year following the calendar year in which the expense occurred. In witness whereof, this Change of Control Agreement has been executed as of the date first set forth above. AVANIR PharmaceuticalsTechnical Olympic U.S.A., Inc. By: /s/ XXXXX Mxxxxxx Xxxxxx Mxxxxxx Xxxxxx By: /s/ Sxxxx Xxxxx Sxxxx Xxxxx By: /s/ Lxxxx Xxxxxx Lxxxx Xxxxxx /s/ Axxxxxx X. XXXXXMon Axxxxxx X. Mon AGREEMENT made as of January 13, PH.D. Xxxxx 2006, between Technical Olympic USA, Inc., a Delaware corporation (the “Company”), and Axxxxxx X. Xxxxx ChairmanMon (“Employee”). To carry out the purposes of the Technical Olympic USA, Compensation Committee Inc. Annual and Long-Term Incentive Plan (the “Plan”), by affording Employee /s/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx the opportunity to purchase shares of Class A common stock, par value $.01, (Print Name“Stock”) of Technical Olympic USA, Inc. (the “Company”), the Company and Employee hereby agree as follows:

Section 409A Compliance. (a) This Agreement Each payment under this Agreement, including each payment in a series of installment payments, is intended to comply with the requirements be a separate payment for purposes of Treas. Reg. §1.409A-2(b), and is intended to be: (i) exempt from Section 409A of the Internal Revenue Code and of 1986, as amended, the regulations and other binding guidance promulgated thereunder (“Section 409A”), including, but not limited to, by compliance with the short-term deferral exemption as specified in Treas. Reg. § 1.409A-1(b)(4) and the involuntary separation pay exception within the meaning of Treas. Reg. §1.409A-1(b)(9)(iii), or an exemption (ii) in compliance with Section 409A, including, but not limited to, being paid pursuant to a fixed schedule or specified date pursuant to Treas. Reg. § 1.409A-3(a) and the provisions of this Agreement will be administered, interpreted and construed accordingly. If, nonetheless, this Agreement either fails to satisfy the requirements of Section 409A or is not exempt from the application of Section 409A. The Company shall undertake 409A, then the parties hereby agree to administer, interpret, and construe amend or to clarify this Agreement in a timely manner so that does not result in this Agreement either satisfies the imposition on Employee requirements of any additional taxSection 409A or is exempt from the application of Section 409A, penaltyprovided, however, that no such amendment or interest under clarification shall reduce the economic benefit that Executive was to derive from this Agreement prior to such amendment or clarification. In no event may the Executive, directly or indirectly, designate the year of a payment that is subject to Section 409A. Each payment under this Agreement shall All payments subject to Section 409A that are to be treated as a separate payment for purposes of Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits made upon or following a termination of employment unless such termination is also under this Agreement may only be made upon a “separation from service” within the meaning of as defined under Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (c) 409A. Notwithstanding anything herein in this Agreement to the contrary, in if required by Section 409A, if the event that Employee Executive is considered a “specified employee” within the meaning for purposes of that term under Section 409A(a)(2)(B) of the Code, then with regard to any 409A and if payment or the provision of any benefit (whether amounts under this Agreement or otherwiseis required to be delayed for a period of six (6) that is considered deferred compensation under Section 409A payable on account of a “months after separation from service,” and that is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise), service pursuant to the extent necessary to avoid the imposition of excise taxes under Section 409A, payment of such payment or benefit amounts shall be made or provided at delayed as required by Section 409A, and the date which is accumulated amounts shall be paid in a lump-sum payment within ten (10) days after the earlier of (i) the expiration end of the six (6)-month period measured from period. If the Executive dies during such 6-month period, the amounts withheld on account of Section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of such “separation from service” of Employee or (B) the date of EmployeeExecutive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 6.13(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Employee in a lump sum without interest, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them hereindeath. (d) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, all such payments shall be made on or before the last day of calendar year following the calendar year in which the expense occurred. In witness whereof, this Change of Control Agreement has been executed as of the date first set forth above. AVANIR Pharmaceuticals, Inc. By: /s/ XXXXX X. XXXXX, PH.D. Xxxxx X. Xxxxx Chairman, Compensation Committee Employee /s/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx (Print Name)

Section 409A Compliance. (a) This Payments under this Agreement are designed to be made in a manner that is intended to comply exempt from or compliant with the requirements of Section 409A of the U.S. Internal Revenue Code (the “Code”) as a “short-term deferral,” and the regulations and guidance promulgated thereunder (“Section 409A”) or an exemption from Section 409A. The Company shall undertake to administer, interpret, and construe this Agreement in a manner that does not result in the imposition on Employee of any additional tax, penalty, or interest under Section 409A. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision provisions of this Agreement providing for will be administered, interpreted and construed accordingly (or disregarded to the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any extent such provision of cannot be so administered, interpreted, or construed). Notwithstanding anything to the contrary in this Agreement, references if, upon the advice of its counsel, the Company determines that the settlement of an RSU Share pursuant to a “termination,” “termination of employment” this Agreement is or like terms shall mean “separation from service.” (c) Notwithstanding anything herein may become subject to the contrary, in the event that Employee is a “specified employee” within the meaning of that term additional tax under Section 409A(a)(2)(B409A(a)(1)(B) of the Code, then with regard to Code or any payment other taxes or the provision of any benefit (whether under this Agreement or otherwise) that is considered deferred compensation penalties imposed under Section 409A payable on account of a (“separation from service,” and that 409A Taxes”) as applicable at the time such settlement is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise)otherwise required under this Agreement, then such payment may be delayed to the extent necessary to avoid 409A Taxes. In particular: (a) if the imposition Employee is a specified employee within the meaning of excise taxes under Section 409A409A(a)(2)(B)(i) of the Code on the date of the Employee’s “separation from service” (other than due to death) within the meaning of Section 1.409A-1(h) of the Treasury Regulations, such payment or benefit settlement shall be made or provided at the date which is delayed until the earlier of (i) the first business day following the expiration of the six (6)-month period measured months from the date of such “Employee’s separation from service” of Employee or , (Bii) the date of the Employee’s death death, or (iii) such earlier date as complies with the requirements of Section 409A (the “Settlement Delay Period”). Upon ; and (b) if all or any part of such RSU Share has been converted into cash pursuant to Section 6 hereof, then: (i) upon settlement of such RSU Share, such cash shall be increased by an amount equal to interest thereon for the expiration Settlement Delay Period at a rate equal to the default rate credited to amounts deferred under the Company’s Deferred Compensation Plan; provided, however, that such rate shall be calculated on a monthly average basis rather than a daily basis; and (ii) the Company shall fund the payment of such cash to the Employee upon settlement of such RSU Share, including the interest to be paid with respect thereto (collectively, the “Delayed Cash Payment”), by establishing and irrevocably funding a trust for the benefit of the Employee, but only if the establishment of such trust does not result in any taxes or penalties becoming due under Section 409A(b). Such trust shall be a grantor trust described in Section 671 of the U.S. Internal Revenue Code and intended not to cause tax to be incurred by the Employee until amounts are paid out from the trust to the Employee. The trust shall provide for distribution of amounts to the Employee in order to pay taxes, if any, that become due on the amounts as to which payment is being delayed during the Settlement Delay Period, all payments and benefits delayed Period pursuant to this Section 6.13(c) (whether they would have otherwise been payable in a single sum or in installments in 17, but only to the absence of such delay) shall be paid or reimbursed to Employee in a lump sum without interest, and any remaining payments and benefits due extent permissible under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (d) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, all such payments shall be made on or before the last day of calendar year following the calendar year in which the expense occurred. In witness whereof, this Change of Control Agreement has been executed as 409A of the date first set forth above. AVANIR Pharmaceuticals, Inc. By: /s/ XXXXX X. XXXXX, PH.D. Xxxxx X. Xxxxx Chairman, Compensation Committee Employee /s/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx (Print Name)U.S. Internal Revenue Code without the imposition of 409A

Section 409A Compliance. (a) This Agreement It is intended to that this Agreement will comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the any regulations and guidance guidelines promulgated thereunder (collectively, “Section 409A”) or an exemption from Section 409A. The Company shall undertake ), to administer, interpretthe extent the Agreement is subject thereto, and construe this the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that does not result in preserves the imposition on Employee original intent of the parties to the extent reasonably possible. No action or failure to act pursuant to this Section 24 shall subject the Company to any additional taxclaim, penaltyliability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes, interest under or penalties pursuant to Section 409A. Each payment under this Agreement shall be treated as a separate payment for purposes 409A of Section 409A.the Code. (b) A termination of employment shall not be deemed to have occurred for purposes of Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed on the date of this Agreement providing for the payment of any amounts his or benefits upon or following a termination of employment unless such termination is also a her “separation from service” (within the meaning of Treas. Reg. Section 409A and, for purposes of any such provision of this Agreement, references 1.409A-1(h)) with the Company to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (c) Notwithstanding anything herein to the contrary, in the event that Employee is be a “specified employee” (within the meaning of that term under Treas. Reg. Section 409A(a)(2)(B) of the Code1.409A-1(i)), then with regard to any payment or the provision of any benefit (whether under this Agreement or otherwise) that is considered deferred compensation under Section 409A payable on account of a “separation from service,” and that is not exempt from required to be delayed pursuant to Section 409A as involuntary separation pay or a short-term deferral 409A(a)(2)(B) of the Code (or otherwiseafter taking into account any applicable exceptions to such requirement), to the extent necessary to avoid the imposition of excise taxes under Section 409A, such payment or benefit shall be made or provided at on the date which that is the earlier of (i) the expiration of the six (6)-month period measured from the date of such the Executive’s “separation from service,” of Employee or (Bii) the date of Employeethe Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 6.13(c) 24 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Employee the Executive in a lump sum without interest, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding any provision of this Agreement to the contrary, for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment, references to the Executive’s “termination of employment” (and corollary terms) with the Company shall be construed to refer to Executive’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. (dc) With regard respect to any provision herein that provides for reimbursement of costs and expenses or in-kind benefitsbenefit arrangements of the Company and its subsidiaries that constitute deferred compensation for purposes of Section 409A, except as otherwise permitted by Section 409A, all the following conditions shall be applicable: (i) the amount eligible for reimbursement, or in-kind benefits provided, under any such payments shall arrangement in one calendar year may not affect the amount eligible for reimbursement, or in-kind benefits to be provided, under such arrangement in any other calendar year (except that the health and dental plans may impose a limit on the amount that may be reimbursed or paid), (ii) any reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense occurredwas incurred, and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. In witness whereofWhenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., this Change “payment shall be made within thirty (30) days after termination of Control Agreement has been executed as employment”), the actual date of payment within the specified period shall be within the sole discretion of the date first set forth aboveCompany. AVANIR PharmaceuticalsWhenever payments under this Agreement are to be made in installments, Inc. By: /s/ XXXXX X. XXXXXeach such installment shall be deemed to be a separate payment for purposes of Section 409A. If, PH.D. Xxxxx X. Xxxxx Chairmanunder the terms of this Agreement, Compensation Committee Employee /s/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx (Print Name)it is possible for a payment that is subject to Section 409A to be made in two separate taxable years, payment shall be made in the later taxable year

Section 409A Compliance. (a) This The intent of the parties is that payments and benefits under this Agreement is intended to comply with the requirements of Code Section 409A of the Code and the regulations and guidance promulgated thereunder (“collectively "Code Section 409A”") or an exemption from Section 409A. The Company shall undertake and, accordingly, to administerthe maximum extent permitted, interpret, and construe this Agreement in a manner that does not result in the imposition on Employee of any additional tax, penalty, or interest under Section 409A. Each payment under this Agreement shall be treated interpreted to be in compliance therewith. If the Executive notifies the Company (with specificity as a separate payment for purposes to the reason therefor) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the Company shall, after consulting with the Executive, reform such provision to try to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Company of the applicable provision without violating the provisions of Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of Notwithstanding any provision of this Agreement providing for to the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of contrary in this Agreement, references if the Executive is deemed on the date of termination to be a “termination,” “termination of employment” or like terms shall mean “separation from service.” (c) Notwithstanding anything herein to the contrary, in the event that Employee is a “"specified employee” " within the meaning of that term under Code Section 409A(a)(2)(B) of the Code), then with regard to any payment or the provision of any benefit (whether under this Agreement or otherwise) that is considered deferred compensation under required to be delayed in compliance with Code Section 409A payable on account of a “separation from service,” and that is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise409A(a)(2)(B), to the extent necessary to avoid the imposition of excise taxes under Section 409A, such payment or benefit shall not be made or provided at (subject to the date which is last sentence of this Section 22) prior to the earlier of (iA) the expiration of the six (6)-month period measured from the date of such “the Executive's "separation from service” of Employee or " (as such term is defined under Code Section 409A), and (B) the date of Employee’s the Executive's death (the “"Delay Period”"). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 6.13(c) 22 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Employee the Executive in a lump sum without interestsum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefor were paid by the Executive, the Executive shall pay the full cost of the premiums for such welfare benefits during the Delay Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Delay Period promptly after its conclusion. (dc) With regard In no event whatsoever (as a result of this Section 22 hereof or otherwise) shall the Company be liable for any additional tax, interest or penalties that may be imposed on the Executive by Code Section 409A or any damages for failing to any provision herein that provides for reimbursement of costs and expenses comply with Code Section 409A or in-kind benefits, except as permitted by this Section 409A, all such payments shall be made on or before the last day of calendar year following the calendar year in which the expense occurred. In witness whereof, this Change of Control Agreement has been executed as of the date first set forth above. AVANIR Pharmaceuticals, Inc. By: /s/ XXXXX X. XXXXX, PH.D. Xxxxx X. Xxxxx Chairman, Compensation Committee Employee /s/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx (Print Name)22."

Section 409A Compliance. (ai) This The intent of the parties is that payments and benefits under this Agreement is intended to comply with the requirements of Internal Revenue Code Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) or an exemption from Section 409A. The Company shall undertake and, accordingly, to administerthe maximum extent permitted, interpret, and construe this Agreement shall be interpreted and administered to be in a manner that does not result in compliance therewith. In no event whatsoever shall the imposition on Employee of Company be liable for any additional tax, penalty, interest or interest under penalty that may be imposed on the Executive by Code Section 409A. Each payment under this Agreement shall be treated as a separate payment 409A or damages for purposes of failing to comply with Code Section 409A. 409A (bii) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (c) ” Notwithstanding anything herein to the contrarycontrary in this Agreement, in if the event that Employee Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B) of the Code), then with regard to any payment or the provision of any benefit (whether under this Agreement or otherwise) that is considered deferred compensation under Code Section 409A payable on account of a “separation from service,” and that is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise), to the extent necessary to avoid the imposition of excise taxes under Section 409A, such payment or benefit shall not be made or provided at until the date which is the earlier of (iA) the expiration of the six (6)-month period measured from the date of such “separation from service” of Employee or the Executive, and (B) the date of Employeethe Executive’s death (death, to the “Delay Period”). extent required under Code Section 409A Upon the expiration of the Delay Periodforegoing delay period, all payments and benefits delayed pursuant to this Section 6.13(c19(b)(ii) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Employee the Executive in a lump sum without interestsum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (d) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, all such payments shall be made on or before the last day of calendar year following the calendar year in which the expense occurred. In witness whereof, this Change of Control Agreement has been executed as of the date first set forth above. AVANIR Pharmaceuticals, Inc. By: /s/ XXXXX X. XXXXX, PH.D. Xxxxx X. Xxxxx Chairman, Compensation Committee Employee /s/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx (Print Name)

Section 409A Compliance. (a) a. This Agreement is intended to comply with Section 409A of the Code (to the extent applicable) and, to the extent it would not adversely impact the Company, the Company agrees to interpret, apply and administer this Agreement in a manner necessary to comply with such requirements and without resulting in any diminution in the value of payments or benefits to the Executive. Notwithstanding any other provisions of this Agreement, the Company does not guarantee that payments will be exempt or comply with Section 409A of the Code, nor will the Company indemnify, defend or hold harmless Employee with respect to the tax consequences of any such failure. b. It is intended that (i) each installment of the payments provided under this Agreement is a separate “payment” for purposes of Section 409A of the Code, (ii) that the payments satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code and the regulations and guidance promulgated thereunder (“Section 409A”) or an exemption from Section 409A. The Company shall undertake to administerprovided under Treasury Regulations 1.409A-1(b)(4), interpret1.409A-1(b)(9)(iii), and construe this Agreement 1.409A-1(b)(9)(v), and (iii) all amounts set forth in a manner that does not result in the imposition on Employee of any additional tax, penalty, or interest under Section 409A. Each payment under this Agreement 5 shall be treated as a separate payment for purposes of Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits payable only upon or following a termination of the Executive’s employment unless such termination is also that constitutes a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of Treasury Regulation 1.409A-1(h). c. Notwithstanding anything to the contrary in this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” if the Company determines (ci) Notwithstanding anything herein to that on the contrarydate the Employee’s employment with the Company terminates, in the event that Employee is a “specified employee” within the meaning of that (as such term is defined under Section 409A(a)(2)(BTreasury Regulation 1.409A-1(i)(1)) of the Code, then with regard Company and (ii) that any payments to any payment or be provided to the provision of any benefit (whether under Employee pursuant to this Agreement are or otherwisemay become subject to the additional tax under Section 409A(a)(1)(B) that is considered deferred compensation of the Code or any other taxes or penalties imposed under Section 409A payable on account of a “separation from service,” and that is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise), to the extent necessary to avoid the imposition of excise taxes under Section 409A, such payment or benefit shall be made or Code if provided at the time otherwise required under this Agreement, then such payments shall be delayed until the date which that is the earlier of (i) the expiration of the six (6)-month period measured from months after the date of such the Employee’s “separation from service” of Employee or (B) with the Company, or, if earlier, the date of the Employee’s death (the “Delay Period”)death. Upon the expiration of the Delay Period, all Any payments and benefits delayed pursuant to this Section 6.13(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) 23 shall be paid or reimbursed to Employee made in a lump sum without intereston the first day of the seventh month following the Employee’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)), and or, if earlier, the date of the Employee’s death. d. To the extent that any remaining payments and benefits due reimbursement, fringe benefit or other, similar plan or arrangement in which the Employee participates during the term of Employee’s employment under this Agreement shall or thereafter provides for a “deferral of compensation” within the meaning of Section 409A of the Code, (i) the amount eligible for reimbursement or payment under such plan or arrangement in one calendar year may not affect the amount eligible for reimbursement or payment in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be paid reimbursed or provided in accordance with the normal payment dates specified for them herein. paid), and (dii) With regard subject to any provision shorter time periods provided herein that provides for or the applicable plans or arrangements, any reimbursement or payment of costs and expenses an expense under such plan or in-kind benefits, except as permitted by Section 409A, all such payments shall arrangement must be made on or before the last day of the calendar year following the calendar year in which the expense occurred. In witness whereof, this Change of Control Agreement has been executed as of the date first set forth above. AVANIR Pharmaceuticals, Inc. By: /s/ XXXXX X. XXXXX, PH.D. Xxxxx X. Xxxxx Chairman, Compensation Committee Employee /s/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx (Print Name)was incurred.

Section 409A Compliance. (a) This Agreement is The benefits payable under this Section 5.3 and all subsections thereof, to the extent of payments made from the date of Officer’s termination through March 15th of the calendar year following such termination, are intended to comply be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. To the extent such payments are made following said March 15th, they are intended to be made upon an involuntary termination from service and payable pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations, to the maximum extent permitted by said provision, with any excess amount being regarded as subject to the distribution requirements of Section 409A 409A(a)(2)(A) of the Code and Internal Revenue Code, including, without limitation, the regulations and guidance promulgated thereunder (“Section 409A”) or an exemption from Section 409A. The Company shall undertake to administer, interpret, and construe this Agreement in a manner that does not result in the imposition on Employee of any additional tax, penalty, or interest under Section 409A. Each payment under this Agreement shall be treated as a separate payment for purposes requirement of Section 409A. 409A(a)(2)(B)(i) of the Internal Revenue Code that payment to Officer be delayed until six (b6) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “months after separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (c) Notwithstanding anything herein to the contrary, in the event that Employee service if Officer is a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) the aforesaid section of the Internal Revenue Code at the time of such separation from service. Each payment set forth in this Section 5.3, and all subparts thereof, shall be considered a separate payment for purposes of Section 409A of the Internal Revenue Code, then with regard to . If any payment or the provision of any benefit (whether under this Agreement (or otherwiseof any award of compensation, including equity compensation or benefits) that is considered deferred compensation would cause Officer to incur any additional tax or interest under Section 409A payable on account of a “separation from service,” and that is not exempt from the Internal Revenue Code or the Final 409A Regulations, Employer shall, after consulting with Officer, amend such provision to comply with Section 409A as involuntary separation pay or a short-term deferral (or otherwise)of the Internal Revenue Code, provided that Employer agrees to maintain, to the maximum extent necessary practicable, the original intent and economic benefit to avoid the imposition of excise taxes under Section 409A, such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration Officer of the six (6)-month period measured from applicable provision without violating the date provisions of such “separation from service” of Employee or (B) the date of Employee’s death (the “Delay Period”). Upon the expiration Section 409A of the Delay Period, all payments and benefits delayed pursuant to this Section 6.13(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Employee in a lump sum without interest, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them hereinInternal Revenue Code. (d) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, all such payments shall be made on or before the last day of calendar year following the calendar year in which the expense occurred. In witness whereof, this Change of Control Agreement has been executed as of the date first set forth above. AVANIR Pharmaceuticals, Inc. By: /s/ XXXXX X. XXXXX, PH.D. Xxxxx X. Xxxxx Chairman, Compensation Committee Employee /s/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx (Print Name)

Section 409A Compliance. (ai) This The intent of the parties is that payments and benefits under this Agreement is intended to comply with the requirements of Internal Revenue Code Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) or an exemption from Section 409A. The Company shall undertake and, accordingly, to administerthe maximum extent permitted, interpret, and construe this Agreement shall be interpreted to be in a manner that does not result in compliance therewith. In no event whatsoever shall the imposition on Employee of Company be liable for any additional tax, penalty, interest or interest under penalty that may be imposed on the Executive by Code Section 409A. Each payment under this Agreement shall be treated as a separate payment 409A or damages for purposes of failing to comply with Code Section 409A. (bii) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (c) ” Notwithstanding anything herein to the contrarycontrary in this Agreement, in if the event that Employee Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B) of the Code), then with regard to any payment or the provision of any benefit (whether under this Agreement or otherwise) that is considered deferred compensation under Code Section 409A payable on account of a “separation from service,” and that is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise), to the extent necessary to avoid the imposition of excise taxes under Section 409A, such payment or benefit shall not be made or provided at until the date which is the earlier of (iA) the expiration of the six (6)-month period measured from the date of such “separation from service” of Employee or the Executive, and (B) the date of Employeethe Executive’s death (death, to the “Delay Period”). extent required under Code Section 409A. Upon the expiration of the Delay Periodforegoing delay period, all payments and benefits delayed pursuant to this Section 6.13(c25(b)(ii) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Employee the Executive in a lump sum without interestsum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (diii) With regard to any provision herein To the extent that provides for reimbursement of costs and expenses reimbursements or other in-kind benefits, except as permitted by benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (A) all such payments expenses or other reimbursements hereunder shall be made on or before prior to the last day of calendar the taxable year following the calendar taxable year in which such expenses were incurred by the expense occurredExecutive, (B) any right to such reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in- kind benefits to be provided, in any other taxable year. (iv) For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. In witness whereofWhenever a payment under this Agreement specifies a payment period with reference to a number of days, this Change the actual date of Control Agreement has been executed as payment within the specified period shall be within the sole discretion of the date first set forth above. AVANIR PharmaceuticalsCompany. (v) Notwithstanding any other provision of this Agreement to the contrary, Inc. By: /s/ XXXXX X. XXXXX, PH.D. Xxxxx X. Xxxxx Chairman, Compensation Committee Employee /s/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx (Print Name)in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.

Section 409A Compliance. (a) This Agreement is intended to comply with the requirements of Section 409A of the Code and the regulations and guidance promulgated thereunder (“Section 409A”) or an exemption from Section 409A. The Company shall undertake to administer, interpret, and construe this Agreement in a manner that does not result in the imposition on Employee of any additional tax, penalty, or interest under Section 409A. Each payment under pursuant to the terms of this Agreement shall be treated as considered a separate payment for purposes of Section 409A. 409A of the Internal Revenue Code of 1986, as amended (b) A “Section 409A”). To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A, and to the extent that such payment or benefit is payable upon the Executive’s termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts employment, then such payments or benefits shall be payable only upon or following a termination of employment unless such termination is also a the Executive’s “separation from service.” The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A 1(h). Notwithstanding anything to the contrary in this Agreement, if the Executive is a “specified employee” (within the meaning of Section 409A) on the date of his separation from service, then any payments or benefits that otherwise would be payable pursuant to the terms of this Agreement within the first 6 months following his separation from service (the “409A Suspension Period”), shall instead be paid in a lump sum within 14 days after the end of the 6-month period following his separation from service, or the Executive’s death, if sooner, but only to the extent that such payments or benefits provide for the “deferral of compensation” within the meaning of Section 409A and409A, after application of the exemptions provided in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereof. The parties intend that this Agreement will be administered in accordance with Section 409A. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (c) Notwithstanding anything herein to the contrary, in the event Treasury Regulation Section 1.409A‑2(b)(2). The parties agree that Employee is a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code, then with regard to any payment or the provision of any benefit (whether under this Agreement or otherwise) that is considered deferred compensation under may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A payable on account of a “separation from service,” and that is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise), all related rules and regulations in order to preserve the extent necessary to avoid the imposition of excise taxes under Section 409A, such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Employee or (B) the date of Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant provided hereunder without additional cost to this Section 6.13(c) (whether they would either party. The Company makes no representation or warranty and shall have otherwise been payable in a single sum no liability to the Executive or in installments in the absence any other person if any provisions of such delay) shall be paid or reimbursed to Employee in a lump sum without interest, and any remaining payments and benefits due under this Agreement shall be paid are determined to constitute deferred compensation subject to Section 409A but do not satisfy an exemption from, or provided in accordance with the normal payment dates specified for them hereinconditions of, such Section. (d) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, all such payments shall be made on or before the last day of calendar year following the calendar year in which the expense occurred. In witness whereof, this Change of Control Agreement has been executed as of the date first set forth above. AVANIR Pharmaceuticals, Inc. By: /s/ XXXXX X. XXXXX, PH.D. Xxxxx X. Xxxxx Chairman, Compensation Committee Employee /s/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx (Print Name)

Section 409A Compliance. (ai) This Agreement is intended to comply with Section 409A of the Code and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. If any provision of this Agreement needs to be revised to satisfy the requirements of Section 409A of the Code, then such provision shall be modified or restricted to the extent and in the manner necessary to be in compliance with such requirements of the Code and any such modification will attempt to maintain the regulations and guidance promulgated thereunder (“Section 409A”) or an exemption from Section 409A. The Company shall undertake to administer, interpret, and construe this Agreement in a manner that does not result in the imposition on Employee of any additional tax, penalty, or interest under Section 409A. Each payment same economic results as were intended under this Agreement shall be treated as a separate payment for purposes of Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (c) . Notwithstanding anything herein to the contrary, the Company and Executive agree that the services to be provided by Executive pursuant to this Agreement are expected to exceed more than 20% of the average level of services performed by the Executive for the Company and its affiliated “service recipients” (within the meaning of Treasury regulation §1.409A-1(h)(3)) over the immediately preceding 36-month period. Notwithstanding any other provision in the event that Employee this Agreement, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive's separation from service (within the meaning of that term Section 409A of the Code), then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A(a)(2)(B) 409A of the Code, then with regard to any payment or (ii) is payable upon Executive's separation from service and (iii) under the provision terms of any benefit (whether under this Agreement or otherwise) that is considered deferred compensation under Section 409A would be payable on account prior to the six-month anniversary of a “Executive's separation from service,” and that is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise), to the extent necessary to avoid the imposition of excise taxes under Section 409A, such payment or benefit shall not be made or provided at the date which is to Executive until the earlier of (i) the expiration six month anniversary of Executive's separation from service or Executive's death and will be accumulated and paid on the first day of the six (6)-month period measured from seventh month following the date of such “separation from service” of Employee or (B) the date of Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 6.13(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Employee in a lump sum without interest, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (d) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, all such payments shall be made on or before the last day of calendar year following the calendar year in which the expense occurred. In witness whereof, this Change of Control Agreement has been executed as of the date first set forth above. AVANIR Pharmaceuticals, Inc. By: /s/ XXXXX X. XXXXX, PH.D. Xxxxx X. Xxxxx Chairman, Compensation Committee Employee /s/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx (Print Name)

Section 409A Compliance. (ai) This To the extent that any payment or benefit under this Agreement is subject to Section 409A of the Internal Revenue Code of 1986, as amended (“Code”), it is intended that this Agreement as applied to that payment or benefit comply in all respects with the requirements of Code Section 409A of 409A, and that the Code Agreement shall be administered and interpreted consistent with that intent. Xxxxxxx and the regulations Executive agree to work together in good faith to limit or avoid any taxes, penalties or excise taxes applicable to payment and guidance promulgated thereunder (“Section 409A”) or an exemption from Section 409A. The Company shall undertake to administer, interpret, and construe benefits under this Agreement in a manner that does not result compliance with Section 409A; however, Windsor and its affiliates shall have no liability to the Executive, or his successor or beneficiary, in the imposition on Employee event that taxes, penalties or excise taxes are ultimately determined to be applicable to any payment or benefit received by the Executive nor for reporting in good faith any payment of any additional tax, penalty, or interest under Section 409A. Each payment under this Agreement shall be treated benefit as a separate payment for purposes of subject to Code Section 409A. (bii) A Notwithstanding any provision to the contrary in this Agreement, no amount that is nonqualified deferred compensation subject to Code Section 409A will be payable pursuant to this Agreement in connection with the termination of the Executive’s employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for unless the payment of any amounts or benefits upon or following a termination of the Executive’s employment unless such termination is also constitutes a “separation from service” within the meaning of Treasury Regulations Section 409A 1.409A-1(h) and, for purposes of Code Section 409A, the Executive’s right to receive installment payments pursuant to this Agreement will be treated as a right to receive a series of separate and distinct payments. Notwithstanding any such provision of to the contrary in this Agreement, references to a “termination,” “termination if the Executive is deemed at the time of employment” or like terms shall mean “his separation from service.” (c) Notwithstanding anything herein service to the contrary, in the event that Employee is be a “specified employee” within the meaning of that term under a “publicly traded” company for purposes of Section 409A(a)(2)(B409A(a)(2)(B)(i) of the Code, then with regard if Separation Pay or any other payments or benefits or any portion thereof must be delayed to any payment or the provision of any benefit (whether under this Agreement or otherwise) that is considered deferred compensation avoid a prohibited distribution under Section 409A payable on account 409A(a)(2)(B)(i) of a “separation from service,” and that is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise), to the extent necessary to avoid the imposition of excise taxes under Section 409ACode, such payment portion of the Executive’s Separation Pay or benefit shall other applicable payments or benefits will be made or provided at the date which is delayed until the earlier of (i) the expiration of the six (6)-month six-month period measured from the date of such the Executive’s “separation from service” of Employee with the Company and Windsor under Code Section 409A, or (Bii) the date of Employeethe Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, death; at which time all payments and benefits delayed pursuant to this Section 6.13(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall sentence will be paid or reimbursed to Employee in a lump sum without interestto the Executive or, if applicable, Executive’s estate, and any remaining payments and benefits due under this Agreement shall will be paid or as otherwise provided in accordance with the normal payment dates specified for them herein. (d) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, all such payments shall be made on or before the last day of calendar year following the calendar year in which the expense occurred. In witness whereof, this Change of Control Agreement has been executed as of the date first set forth above. AVANIR Pharmaceuticals, Inc. By: /s/ XXXXX X. XXXXX, PH.D. Xxxxx X. Xxxxx Chairman, Compensation Committee Employee /s/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx (Print Name)

Section 409A Compliance. (a) This The intent of the parties is that payments and benefits under this Agreement is intended to comply with the requirements of Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) or an exemption from Section 409A. The Company shall undertake and, accordingly, to administerthe maximum extent permitted, interpret, and construe this Agreement in a manner that does not result in the imposition on Employee of any additional tax, penalty, or interest under Section 409A. Each payment under this Agreement shall be treated interpreted to be in compliance therewith. If the Executive notifies the Company (with specificity as a separate payment for purposes to the reason therefore) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the Company shall, after consulting with the Executive, reform such provision to try to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Company of the applicable provision without violating the provisions of Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of Notwithstanding any provision of this Agreement providing for to the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of contrary in this Agreement, references if the Executive is deemed on the date of termination to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (c) Notwithstanding anything herein to the contrary, in the event that Employee is be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B) of the Code), then with regard to any payment or the provision of any benefit (whether under this Agreement or otherwise) that is considered deferred compensation under required to be delayed in compliance with Code Section 409A payable on account of a “separation from service,” and that is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise409A(a)(2)(B), to the extent necessary to avoid the imposition of excise taxes under Section 409A, such payment or benefit shall not be made or provided at (subject to the date which is last sentence of this Section 25(b)) prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of such the Executive’s “separation from service” of Employee or (Bas such term is defined under Code Section 409A), and (ii) the date of Employeethe Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 6.13(c25(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Employee the Executive in a lump sum without interestsum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefore were paid by the Executive, the Executive shall pay the full cost of the premiums for such welfare benefits during the Delay Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Delay Period promptly after its conclusion. (dc) With regard In no event whatsoever shall the Company be liable for any additional tax, interest or penalties that may be imposed on the Executive by Code Section 409A or any damages for failing to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by comply with Code Section 409A, all such payments shall be made on or before the last day of calendar year following the calendar year in which the expense occurred. In witness whereof, this Change of Control Agreement has been executed as of the date first set forth above. AVANIR Pharmaceuticals, Inc. By: /s/ XXXXX X. XXXXX, PH.D. Xxxxx X. Xxxxx Chairman, Compensation Committee Employee /s/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx (Print Name)409A.

Section 409A Compliance. (a) This Agreement is intended To the extent that any Severance Payments or other benefits to comply with the requirements of you constitute “non-qualified deferred compensation” under Section 409A of the Internal Revenue Code and of 1986 (as amended or replaced) (the regulations and guidance promulgated thereunder (“Section 409ACode”) or an exemption from Section 409A. The Company shall undertake to administer), interpret, and construe this Agreement in a manner that does not result in the imposition on Employee of any additional tax, penalty, or interest under Section 409A. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts then such Severance Payments or benefits shall begin only upon or following a termination after the date of employment unless such termination is also a your “separation from service” (within the meaning of Section 409A andof the Code), for purposes which may occur on or after the date of the termination of your employment. Neither the Company nor you shall have the right to accelerate or defer the delivery of any such provision payments except to the extent specifically permitted or required by Section 409A. Anything to the contrary notwithstanding, if at the time of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “the your separation from service.” (c) Notwithstanding anything herein to service within the contrarymeaning of Section 409A of the Code, in the event Company determines that Employee is you are a “specified employee” within the meaning of that term under Section 409A(a)(2)(B409A(a)(2)(B)(i) of the Code, then with regard to the extent any payment or the provision of any benefit (whether that you become entitled to under this Agreement or otherwise) that is on account of your separation from service would be considered deferred compensation under Section 409A payable on account of a “separation from service,” and that is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise), otherwise subject to the extent necessary 20% additional tax imposed pursuant to avoid Section 409A(a) of the imposition Code as a result of excise taxes under the application of Section 409A409A(a)(2)(B)(i) of the Code, such payment or shall not be payable and such benefit shall not be made or provided at until the date which that is the earlier of (i) six months and one day after your separation from service, or (ii) the expiration your death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the six (6)-month period measured from the date installments shall be payable in accordance with their original schedule. Xxxxx X. Xxxx November 20, 2014 The determination of such whether and when your “separation from service” of Employee or (B) from the date of Employee’s death (Company has occurred shall be made in a manner consistent with, and based on the “Delay Period”presumptions set forth in, Treasury Regulation Section l.409A-l(h). Upon Solely for purposes of this Section, “Company” shall include all persons with whom the expiration Company would be considered a single employer under Sections 414(b) and 414(c) of the Delay Period, all payments Code. All reimbursements and in-kind benefits delayed pursuant to this Section 6.13(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Employee in a lump sum without interest, and any remaining payments and benefits due provided under this Agreement shall be paid made or provided in accordance with the normal payment dates specified for them herein. (d) With regard requirements of Section 409A to any provision herein the extent that provides for reimbursement of costs and expenses such reimbursements or in-kind benefits, except benefits are subject to Section 409A. The parties intend that this Agreement will be administered in accordance with Section 409A. To the extent that any provision of this Agreement is ambiguous as permitted by to its compliance with Section 409A, all such payments the provision shall be made on read in such a manner so that all payments hereunder comply with Section 409A. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section l.409A-2(b)(2). The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. The Company shall have no liability to you or before the last day to any other person if any provisions of calendar year following the calendar year in which the expense occurred. In witness whereof, this Change of Control Agreement has been executed as of the date first set forth above. AVANIR Pharmaceuticals, Inc. By: /s/ XXXXX X. XXXXX, PH.D. Xxxxx X. Xxxxx Chairman, Compensation Committee Employee /s/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx (Print Name)that are intended to be exempt from or compliant with Section 409A are not so exempt or compliant.

Section 409A Compliance. To the extent the salary continuation pay paid pursuant to Section 3(c) or (ad) This Agreement is are paid from the date of Executive’s termination of employment through March 15 of the calendar year following such termination, such severance benefits are intended to comply with the requirements of Section 409A of the Code and the regulations and guidance promulgated thereunder (“Section 409A”) or an exemption from Section 409A. The Company shall undertake to administer, interpret, and construe this Agreement in a manner that does not result in the imposition on Employee of any additional tax, penalty, or interest under Section 409A. Each payment under this Agreement shall be treated as a constitute separate payment payments for purposes of Section 409A. 1.409A-2(b)(2) of the Treasury Regulations and thus payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations; (b) A termination of employment shall not be deemed are paid following said March 15, such severance benefits are intended to have occurred constitute separate payments for purposes of any provision Section 1.409A-2(b)(2) of this Agreement providing for the payment of any amounts or benefits Treasury Regulations made upon or following a termination of employment unless such termination is also a “an involuntary separation from service” within service and payable pursuant to Section 1.409A-1(b)(9)(iii) of the meaning of Section 409A andTreasury Regulations, for purposes of any such provision of this Agreementto the maximum extent permitted by said provision, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” and (c) Notwithstanding anything herein are in excess of the amounts specified in clauses (a) and (b) of this paragraph, shall (unless otherwise exempt under Treasury Regulations) be considered separate payments subject to the contrarydistribution requirements of Section 409A(a)(2)(A) of the Internal Revenue Code of 1986, in as amended (the event “Code”), including, without limitation, the requirement of Section 409A(a)(2)(B)(i) of the Code that Employee payments or benefits be delayed until six (6) months after Executive’s separation from service (or death, if earlier) if Executive is a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) the aforesaid section of the Code, then with regard to any payment or Code at the provision time of any benefit (whether under this Agreement or otherwise) that is considered deferred compensation under Section 409A payable on account of a “such separation from service. In the event that a six (6) month delay of any such separation payments or benefits is required, on the first regularly scheduled pay date following the conclusion of the delay period, Executive shall receive a lump sum payment or benefit in an amount equal to the separation payments and benefits that were so delayed, and any remaining separation payments or benefits shall be paid on the same basis and at the same time as otherwise specified pursuant to this Agreement (subject to applicable tax withholdings and deductions). If the continued benefits under Section 3(c) or (d) (or reimbursements for the cost of such benefits, as applicable) are taxable to Executive or otherwise result in income imputed to Executive, then if Executive is a “specified employee,” and that is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise), to the extent necessary to avoid a violation of Section 409A of the imposition of excise taxes under Section 409ACode, Executive shall pay for such payment or benefit benefits for the first six months following Executive’s separation from service and shall be made or provided at reimbursed for such payments on the date which is the earlier of (i) the expiration first day of the six (6)-month period measured from the date of seventh month following such “separation from service” of Employee service (or (B) the date of Employee’s death (the “Delay Period”death, if earlier). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 6.13(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Employee in a lump sum without interest, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (d) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, all such payments shall be made on or before the last day of calendar year following the calendar year in which the expense occurred. In witness whereof, this Change of Control Agreement has been executed as of the date first set forth above. AVANIR Pharmaceuticals, Inc. By: /s/ XXXXX X. XXXXX, PH.D. Xxxxx X. Xxxxx Chairman, Compensation Committee Employee /s/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx (Print Name)

Section 409A Compliance. (a) Notwithstanding the foregoing, if necessary to comply with the restriction in Section 409A(a)(2)(B) of the Internal Revenue Code of 1986, as amended (the “Code”) concerning payments to “specified employees,” any payment on account of Employee’s separation from service that would otherwise be due hereunder within six months after such separation shall nonetheless be delayed until the first business day of the seventh month following Employee’s date of termination and the first such payment shall include the cumulative amount of any payments that would have been paid prior to such date if not for such restriction. For purposes of this provision, Employee shall be a “specified employee” for the 12-month period beginning on the first day of the fourth month following each “Identification Date” if he is a “key employee” (as defined in Section 416(i) of the Code without regard to Section 416(i)(5) thereof) of the Company at any time during the 12-month period ending on the “Identification Date.” For purposes of the foregoing, the Identification Date shall be December 31. (b) This Agreement is intended to comply with the requirements of Section 409A of the Code and the regulations and guidance promulgated thereunder (“Section 409A”) or an exemption from Section 409A. The Company shall undertake to administer, interpret, and construe ). To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such a manner so that does not result in the imposition on Employee of any no payments due under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. For purposes of Section 409A, penalty, or interest under Section 409A. Each each payment made under this Agreement shall be treated as a separate payment payment. In no event may Employee, directly or indirectly, designate the calendar year of payment. Notwithstanding anything contained herein to the contrary, Employee shall not be considered to have terminated employment with the Company for purposes of Section 409A. (b) A Sections 4 and 5 hereof unless he would be considered to have incurred a “termination of employment employment” from the Company within the meaning of Treasury Regulation §1.409A-1(h)(1)(ii). An event shall not be deemed considered to have occurred be a Change of Control for purposes of any provision payment of an amount or benefit under this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination event is also a “separation from servicechange in control event” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.”409A. (c) Notwithstanding anything herein to the contrary, in the event that Employee is a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code, then with regard to any payment or the provision of any benefit (whether under this Agreement or otherwise) that is considered deferred compensation under Section 409A payable on account of a “separation from service,” and that is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise), to the extent necessary to avoid the imposition of excise taxes under Section 409A, such payment or benefit shall be made or All reimbursements provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Employee or (B) the date of Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 6.13(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Employee in a lump sum without interest, and any remaining payments and benefits due under this Agreement shall be paid made or provided in accordance with the normal payment dates specified for them herein. (d) With regard to any provision herein that provides for reimbursement requirements of costs and expenses or in-kind benefits, except as permitted by Section 409A, all such payments shall including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during Employee’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the calendar year in which the expense occurred. In witness whereofis incurred, this Change of Control Agreement has been executed as of and (iv) the date first set forth above. AVANIR Pharmaceuticals, Inc. By: /s/ XXXXX X. XXXXX, PH.D. Xxxxx X. Xxxxx Chairman, Compensation Committee Employee /s/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx (Print Name)right to reimbursement is not subject to liquidation or exchange for another benefit.

Section 409A Compliance. (a) This Payments under this Agreement are designed to be made in a manner that is intended to comply exempt from or compliant with the requirements of Section 409A of the U.S. Internal Revenue Code (the “Code”) as a “short-term deferral,” and the regulations and guidance promulgated thereunder (“Section 409A”) or an exemption from Section 409A. The Company shall undertake to administer, interpret, and construe this Agreement in a manner that does not result in the imposition on Employee of any additional tax, penalty, or interest under Section 409A. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision provisions of this Agreement providing for will be administered, interpreted and construed accordingly (or disregarded to the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any extent such provision of cannot be so administered, interpreted, or construed). Notwithstanding anything to the contrary in this Agreement, references if, upon the advice of its counsel, the Company determines that the settlement of an RSU Share pursuant to a “termination,” “termination of employment” this Agreement is or like terms shall mean “separation from service.” (c) Notwithstanding anything herein may become subject to the contrary, in the event that Employee is a “specified employee” within the meaning of that term additional tax under Section 409A(a)(2)(B409A(a)(1)(B) of the Code, then with regard to Code or any payment other taxes or the provision of any benefit (whether under this Agreement or otherwise) that is considered deferred compensation penalties imposed under Section 409A payable on account of a (“separation from service,” and that 409A Taxes”) as applicable at the time such settlement is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise)otherwise required under this Agreement, then such payment may be delayed to the extent necessary to avoid 409A Taxes. In particular: (a) if the imposition Employee is a specified employee within the meaning of excise taxes under Section 409A409A(a)(2)(B)(i) of the Code on the date of the Employee’s “separation from service” (other than due to death) within the meaning of Section 1.409A-1(h) of the Treasury Regulations, such payment or benefit settlement shall be made or provided at the date which is delayed until the earlier of (i) the first business day following the expiration of the six (6)-month period measured months from the date of such “Employee’s separation from service” of Employee or , (Bii) the date of the Employee’s death death, or (iii) such earlier date as complies with the requirements of Section 409A (the “Settlement Delay Period”). Upon ; and (b) if all or any part of such RSU Share has been converted into cash pursuant to Section 6 hereof, then: (i) upon settlement of such RSU Share, such cash shall be increased by an amount equal to interest thereon for the expiration Settlement Delay Period at a rate equal to the default rate credited to amounts deferred under the Company’s Deferred Compensation Plan; provided, however, that such rate shall be calculated on a monthly average basis rather than a daily basis; and (ii) the Company shall fund the payment of such cash to the Employee upon settlement of such RSU Share, including the interest to be paid with respect thereto (collectively, the “Delayed Cash Payment”), by establishing and irrevocably funding a trust for the benefit of the Employee, but only if the establishment of such trust does not result in any taxes or penalties becoming due under Section 409A(b). Such trust shall be a grantor trust described in Section 671 of the U.S. Internal Revenue Code and intended not to cause tax to be incurred by the Employee until amounts are paid out from the trust to the Employee. The trust shall provide for distribution of amounts to the Employee in order to pay taxes, if any, that become due on the amounts as to which payment is being delayed during the Settlement Delay Period, all payments and benefits delayed Period pursuant to this Section 6.13(c) (whether they would have otherwise been payable in a single sum or in installments in 17, but only to the absence extent permissible under Section 409A of the U.S. Internal Revenue Code without the imposition of 409A Taxes. The establishment and funding of such delay) trust shall be paid or reimbursed to Employee in a lump sum without interest, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with not affect the normal payment dates specified for them herein. (d) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, all such payments shall be made on or before the last day of calendar year following the calendar year in which the expense occurred. In witness whereof, this Change of Control Agreement has been executed as obligation of the date first set forth above. AVANIR Pharmaceuticals, Inc. By: /s/ XXXXX X. XXXXX, PH.D. Xxxxx X. Xxxxx Chairman, Compensation Committee Employee /s/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx (Print Name)Company to pay the Delayed Cash Payment pursuant to this Section 17.

Section 409A Compliance. (a) a. This Agreement is intended to comply with Section 409A of the Code (to the extent applicable) and, to the extent it would not adversely impact the Company, the Company agrees to interpret, apply and administer this Agreement in a manner necessary to comply with such requirements and without resulting in any diminution in the value of payments or benefits to the Employee. Notwithstanding any other provisions of this Agreement, the Company does not guarantee that payments will be exempt or comply with Section 409A of the Code, nor will the Company indemnify, defend or hold harmless Employee with respect to the tax consequences of any such failure. b. It is intended that (i) each installment of the payments provided under this Agreement is a separate “payment” for purposes of Section 409A of the Code, (ii) that the payments satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code and the regulations and guidance promulgated thereunder (“Section 409A”) or an exemption from Section 409A. The Company shall undertake to administerprovided under Treasury Regulations 1.409A-1(b)(4), interpret1.409A-1(b)(9)(iii), and construe this Agreement 1.409A-1(b)(9)(v) and (iii) all amounts set forth in a manner that does not result in the imposition on Employee of any additional tax, penalty, or interest under Section 409A. Each payment under this Agreement 6 shall be treated as a separate payment for purposes of Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits payable only upon or following a termination of the Employee’s employment unless such termination is also that constitutes a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of Treasury Regulation 1.409A-1(h). c. Notwithstanding anything to the contrary in this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” if the Company determines (ci) Notwithstanding anything herein to that on the contrarydate the Employee’s employment with the Company terminates, in the event that Employee is a “specified employee” within the meaning of that (as such term is defined under Section 409A(a)(2)(BTreasury Regulation 1.409A-1(i)(1)) of the Code, then with regard Company and (ii) that any payments to be provided to the Employee pursuant to this Agreement are or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any payment other taxes or penalties imposed under Section 409A of the provision of any benefit (whether Code if provided at the time otherwise required under this Agreement or otherwise) then such payments shall be delayed until the date that is considered deferred compensation under Section 409A payable on account of a “separation from service,” and that is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise), to the extent necessary to avoid the imposition of excise taxes under Section 409A, such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from months after the date of such the Employee’s “separation from service” of Employee or (B) with the Company, or, if earlier, the date of the Employee’s death (the “Delay Period”)death. Upon the expiration of the Delay Period, all Any payments and benefits delayed pursuant to this Section 6.13(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) 25 shall be paid or reimbursed to Employee made in a lump sum without intereston the first day of the seventh month following the Employee’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)), and or, if earlier, the date of the Employee’s death. d. To the extent that any remaining payments and benefits due reimbursement, fringe benefit or other, similar plan or arrangement in which the Employee participates during the term of Employee’s employment under this Agreement shall or thereafter provides for a "deferral of compensation" within the meaning of Section 409A of the Code, (i) the amount eligible for reimbursement or payment under such plan or arrangement in one calendar year may not affect the amount eligible for reimbursement or payment in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be paid reimbursed or provided in accordance with the normal payment dates specified for them herein. paid), and (dii) With regard subject to any provision shorter time periods provided herein that provides for or the applicable plans or arrangements, any reimbursement or payment of costs and expenses an expense under such plan or in-kind benefits, except as permitted by Section 409A, all such payments shall arrangement must be made on or before the last day of the calendar year following the calendar year in which the expense occurred. In witness whereof, this Change of Control Agreement has been executed as of the date first set forth above. AVANIR Pharmaceuticals, Inc. By: /s/ XXXXX X. XXXXX, PH.D. Xxxxx X. Xxxxx Chairman, Compensation Committee Employee /s/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx (Print Name)was incurred.

Section 409A Compliance. (a) a. This Agreement is intended to comply with Section 409A of the Code (to the extent applicable) and, to the extent it would not adversely impact the Company, the Company agrees to interpret, apply and administer this Agreement in a manner necessary to comply with such requirements and without resulting in any diminution in the value of payments or benefits to the Employee. Notwithstanding any other provisions of this Agreement, the Company does not guarantee that payments will be exempt or comply with Section 409A of the Code, nor will the Company indemnify, defend or hold harmless Employee with respect to the tax consequences of any such failure. b. It is intended that (i) each installment of the payments provided under this Agreement is a separate “payment” for purposes of Section 409A of the Code, (ii) that the payments satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code and the regulations and guidance promulgated thereunder (“Section 409A”) or an exemption from Section 409A. The Company shall undertake to administerprovided under Treasury Regulations 1.409A-1(b)(4), interpret1.409A-1(b)(9)(iii), and construe this Agreement 1.409A-1(b)(9)(v) and (iii) all amounts set forth in a manner that does not result in the imposition on Employee of any additional tax, penalty, or interest under Section 409A. Each payment under this Agreement 6 shall be treated as a separate payment for purposes of Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits payable only upon or following a termination of the Employee’s employment unless such termination is also that constitutes a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of Treasury Regulation 1.409A-1(h). c. Notwithstanding anything to the contrary in this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” if the Company determines (ci) Notwithstanding anything herein to that on the contrarydate the Employee’s employment with the Company terminates, in the event that Employee is a “specified employee” within the meaning of that (as such term is defined under Section 409A(a)(2)(BTreasury Regulation 1.409A-1(i)(1)) of the Code, then with regard Company and (ii) that any payments to be provided to the Employee pursuant to this Agreement are or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any payment other taxes or penalties imposed under Section 409A of the provision of any benefit (whether Code if provided at the time otherwise required under this Agreement or otherwise) then such payments shall be delayed until the date that is considered deferred compensation under Section 409A payable on account of a “separation from service,” and that is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise), to the extent necessary to avoid the imposition of excise taxes under Section 409A, such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from months after the date of such the Employee’s “separation from service” of Employee or (B) with the Company, or, if earlier, the date of the Employee’s death (the “Delay Period”)death. Upon the expiration of the Delay Period, all Any payments and benefits delayed pursuant to this Section 6.13(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) 24 shall be paid or reimbursed to Employee made in a lump sum without intereston the first day of the seventh month following the Employee’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)), and or, if earlier, the date of the Employee’s death. d. To the extent that any remaining payments and benefits due reimbursement, fringe benefit or other, similar plan or arrangement in which the Employee participates during the term of Employee’s employment under this Agreement shall or thereafter provides for a "deferral of compensation" within the meaning of Section 409A of the Code, (i) the amount eligible for reimbursement or payment under such plan or arrangement in one calendar year may not affect the amount eligible for reimbursement or payment in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be paid reimbursed or provided in accordance with the normal payment dates specified for them herein. paid), and (dii) With regard subject to any provision shorter time periods provided herein that provides for or the applicable plans or arrangements, any reimbursement or payment of costs and expenses an expense under such plan or in-kind benefits, except as permitted by Section 409A, all such payments shall arrangement must be made on or before the last day of the calendar year following the calendar year in which the expense occurred. In witness whereof, this Change of Control Agreement has been executed as of the date first set forth above. AVANIR Pharmaceuticals, Inc. By: /s/ XXXXX X. XXXXX, PH.D. Xxxxx X. Xxxxx Chairman, Compensation Committee Employee /s/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx (Print Name)was incurred.

Section 409A Compliance. (a) This The parties agree that this Agreement is intended to comply with the requirements of Section 409A of the Code and the regulations and guidance promulgated thereunder (“Section 409A”) or an exemption from Section 409A. The Company shall undertake to administer, interpret, and construe this Agreement in a manner that does not result in the imposition on Employee Executive of any additional tax, penalty, or interest under Section 409A. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (c) Notwithstanding anything herein to the contrary, in the event that Employee Executive is a “specified employee” (within the meaning of that term under Section 409A(a)(2)(B409A) on the date of termination of Executive’s employment with the Code, then with regard to any payment Company and the payments described in Section 6(d)(i) or the provision of any benefit (whether under this Agreement or otherwise) that is considered deferred compensation under Section 409A payable on account of a “separation from service,” and that is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise6(e), as applicable, to be paid within the extent necessary to avoid the imposition of excise taxes under Section 409A, such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the first six (6)-month period measured from months following the date of such “separation from service” termination of Employee or (B) the date of Employee’s death employment (the “Delay Initial Payment Period”)) exceed the amount referenced in Treas. Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Regs. Section 6.13(c1.409A-1(b)(9)(iii)(A) (whether they the “Limit”), then (i) any portion of such payments that are payable during the Initial Payment Period that does not exceed the Limit shall be paid at the times set forth in Section 6(d)(i) or Section 6(e), as applicable, (ii) any portion of such payments that exceed the Limit (and would have otherwise been payable in a single sum or in installments in during the absence of such delayInitial Payment Period but for the Limit) shall be paid or reimbursed to Employee paid, in a lump sum without interestsum, on the first business day after the six-month anniversary of Executive’s termination of employment and (iii) any remaining portion of such payments and benefits due under this Agreement that are payable after the Initial Payment Period shall be paid at the times set forth in Section 6(d)(i) or provided in accordance with the normal payment dates specified for them hereinSection 6(e), as applicable. (d) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A409A of the Code, all such payments shall be made on or before the last day of calendar year following the calendar year in which the expense occurred. In witness whereof, this Change of Control Agreement has been executed as of the date first set forth above. AVANIR Pharmaceuticals, Inc. By: /s/ XXXXX X. XXXXX, PH.D. Xxxxx X. Xxxxx Chairman, Compensation Committee Employee /s/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx (Print Name)..

Section 409A Compliance. ETM:115477 8 (a) This To the extent applicable, this Agreement is intended to comply shall be interpreted and applied consistent and in accordance with the requirements of Section 409A of Internal Revenue Code of 1986, as amended (the Code “Code”) and the Department of Treasury regulations and other interpretive guidance promulgated issued thereunder (“Section 409A”) ). If, however, the parties determine that any compensation or an exemption from Section 409A. The Company shall undertake to administer, interpret, and construe this Agreement in a manner that does not result in the imposition on Employee of any additional tax, penalty, or interest under Section 409A. Each payment benefits payable under this Agreement may be or become subject to Section 409A, the parties shall cooperate to adopt such amendments to this Agreement or to adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take such other actions, as the parties determine to be treated as a separate payment for purposes necessary or appropriate to (i) exempt the compensation and benefits payable under this Agreement from Section 409A and/or preserve the intended tax treatment of such compensation and benefits, or (ii) comply with the requirements of Section 409A. (b) A Notwithstanding any provision to the contrary in the Agreement, in order to be eligible to receive any termination benefits under this Agreement that are deemed deferred compensation subject to Section 409A of the Code, Employee’s termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also must constitute a “separation from service” within the meaning of Treas. Reg. Section 409A 1.409A-1(h) (a “Separation from Service”) and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation Separation from serviceService.” (c) Notwithstanding anything herein to the contrary, in the event that if Employee is deemed at the time of termination of employment with the Company to be a “specified employee” within the meaning for purposes of that term under Section 409A(a)(2)(B409A(a)(2)(B)(i) of the Code, then with regard to any payment or the provision of any benefit (whether under this Agreement or otherwise) that is considered deferred compensation under Section 409A payable on account of a “separation from service,” and that is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise), to the extent necessary delayed commencement of any portion of the termination benefits to which Employee is entitled under the Agreement is required in order to avoid the imposition of excise taxes a prohibited distribution under Section 409A409A(a)(2)(B)(i) of the Code, such payment or benefit portion of termination benefits shall not be made or provided at the date which is to Employee prior to the earlier of (i) the expiration of the six (6)-month six-month period measured from the date of such “separation the Employee’s Separation from service” of Employee Service with the Company or (Bii) the date of Employee’s death (the “Delay Period”)death. Upon the expiration earlier of the Delay Periodsuch dates, all payments and benefits delayed deferred pursuant to this Section 6.13(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Employee in a lump sum without interestto Employee, and any remaining payments and benefits due under this the Agreement shall be paid or as otherwise provided herein. The determination of whether Employee is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of the Separation from Service shall made by the Company in accordance with the normal payment dates specified for them hereinterms of Section 409A of the Code and applicable guidance thereunder (including without limitation Treas. Reg. Section 1.409A-1(i) and any successor provision thereto). (d) With regard Notwithstanding the foregoing or any other provisions of the Agreement, Employee and the Company agree that, for purposes of the limitations on nonqualified deferred compensation under Section 409A of the Code, each payment of compensation under the Agreement shall be treated as a right to any provision receive a series separate and distinct payments of compensation for purposes of applying the Section 409A of the Code. (e) Notwithstanding anything herein to the contrary, to the extent that provides for reimbursement of costs and expenses reimbursements or other in-kind benefits, except as permitted by benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Section 409A, (i) all such payments expenses or other reimbursements hereunder ETM:115477 9 shall be made on or before prior to the last day of calendar the taxable year following the calendar taxable year in which such expenses were incurred by Employee, (ii) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expense occurred. In witness whereofexpenses eligible for reimbursement, this Change of Control Agreement has been executed as of the date first set forth above. AVANIR Pharmaceuticalsor in-kind benefits to be provided, Inc. By: /s/ XXXXX X. XXXXX, PH.D. Xxxxx X. Xxxxx Chairman, Compensation Committee Employee /s/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx (Print Name)in any other taxable year.

Section 409A Compliance. (a) This To the extent that any payment or benefit under this Agreement is subject to Code Section 409A, it is intended that this Agreement as applied to that payment or benefit comply in all respects with the requirements of Code Section 409A of 409A, and that the Code Agreement shall be administered and interpreted consistent with that intent. The Company, the Bank and the regulations Executive agree to work together in good faith to limit or avoid any taxes, penalties or excise taxes applicable to payment and guidance promulgated thereunder (“Section 409A”) or an exemption from Section 409A. The Company shall undertake to administer, interpret, and construe benefits under this Agreement in a manner that does not result compliance with Section 409A; however, the Company and the Bank shall have no liability to the Executive, or his successor or beneficiary, in the imposition on Employee event that taxes, penalties or excise taxes are ultimately determined to be applicable to any payment or benefit received by Executive nor for reporting in good faith any payment of any additional tax, penalty, or interest under Section 409A. Each payment under this Agreement shall be treated benefit as a separate payment for purposes of subject to Code Section 409A. (b) A Notwithstanding any provision to the contrary in this Agreement, no amount will be payable pursuant to this Agreement unless the termination of the Executive’s employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also constitutes a “separation from service” within the meaning of Treasury Regulations Section 409A 1.409A-1(h) and, for purposes of Code Section 409A, the Executive’s right to receive installment payments pursuant to this Agreement will be treated as a right to receive a series of separate and distinct payments. Notwithstanding any such provision of to the contrary in this Agreement, references to a “termination,” “termination if the Executive is deemed at the time of employment” or like terms shall mean “his separation from service.” (c) Notwithstanding anything herein service to the contrary, in the event that Employee is be a “specified employee” within the meaning of that term under a “publicly traded” company for purposes of Section 409A(a)(2)(B409A(a)(2)(B)(i) of the Code, then with regard if Separation Pay or any other payments or benefits or any portion thereof must be delayed to any payment or the provision of any benefit (whether under this Agreement or otherwise) that is considered deferred compensation avoid a prohibited distribution under Section 409A payable on account 409A(a)(2)(B)(i) of a “separation from service,” and that is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise), to the extent necessary to avoid the imposition of excise taxes under Section 409ACode, such payment portion of the Executive’s Separation Pay or benefit shall other applicable payments or benefits will be made or provided at the date which is delayed until the earlier of (i) the expiration of the six (6)-month six-month period measured from the date of such the Executive’s “separation from service” of Employee with the Company and the Bank under Code Section 409A, or (Bii) the date of Employeethe Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, death; at which time all payments and benefits delayed pursuant to this Section 6.13(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall sentence will be paid or reimbursed to Employee in a lump sum without interestto the Executive, and any remaining payments and benefits due under this Agreement shall will be paid or as otherwise provided in accordance with the normal payment dates specified for them herein. (d) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, all such payments shall be made on or before the last day of calendar year following the calendar year in which the expense occurred. In witness whereof, this Change of Control Agreement has been executed as of the date first set forth above. AVANIR Pharmaceuticals, Inc. By: /s/ XXXXX X. XXXXX, PH.D. Xxxxx X. Xxxxx Chairman, Compensation Committee Employee /s/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx (Print Name)

Section 409A Compliance. (a) This The parties agree that this Agreement is intended to comply with the requirements of Section 409A of the Code and the regulations and guidance promulgated thereunder (“Section 409A”) or an exemption from Section 409A. The Company shall undertake to administer, interpret, and construe this Agreement in a manner that does not result in the imposition on Employee Executive of any additional tax, penalty, or interest under Section 409A. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (c) Notwithstanding anything herein to the contrary, in the event that Employee Executive is a “specified employee” (within the meaning of that term under Section 409A(a)(2)(B409A) on the date of termination of Executive’s employment with the Code, then with regard to any payment Company and the payments described in Section 6(d)(i) or the provision of any benefit (whether under this Agreement or otherwise) that is considered deferred compensation under Section 409A payable on account of a “separation from service,” and that is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise6(e), as applicable, to be paid within the extent necessary to avoid the imposition of excise taxes under Section 409A, such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the first six (6)-month period measured from months following the date of such “separation from service” termination of Employee or (B) the date of Employee’s death employment (the “Delay Initial Payment Period”)) exceed the amount referenced in Treas. Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Regs. Section 6.13(c1.409A-1(b)(9)(iii)(A) (whether they the “Limit”), then (i) any portion of such payments that are payable during the Initial Payment Period that does not exceed the Limit shall be paid at the times set forth in Section 6(d)(i) or Section 6(e), as applicable, (ii) any portion of such payments that exceed the Limit (and would have otherwise been payable in a single sum or in installments in during the absence of such delayInitial Payment Period but for the Limit) shall be paid or reimbursed to Employee paid, in a lump sum without interestsum, on the first business day after the six-month anniversary of Executive’s termination of employment and (iii) any remaining portion of such payments and benefits due under this Agreement that are payable after the Initial Payment Period shall be paid at the times set forth in Section 6(d)(i) or provided in accordance with the normal payment dates specified for them hereinSection 6(e), as applicable. (d) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A409A of the Code, all such payments shall be made on or before the last day of calendar year following the calendar year in which the expense occurred. In witness whereof, this Change of Control Agreement has been executed as of the date first set forth above. AVANIR Pharmaceuticals, Inc. By: /s/ XXXXX X. XXXXX, PH.D. Xxxxx X. Xxxxx Chairman, Compensation Committee Employee /s/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx (Print Name).

Section 409A Compliance. (a) This Employee, Sinclair and the Company intend that the payments and benefits provided under this Agreement is intended to shall either be exempt from the application of, or comply with with, the requirements of Section 409A of the Code and the regulations and guidance promulgated thereunder (“Section 409A”) or an exemption from Section 409A. The Company This Agreement shall undertake to administer, interpret, and construe this Agreement be construed in a manner that does not result in affects the imposition on Employee of any additional taxEmployee’s, penalty, Xxxxxxxx’x and the Company’s intent to be exempt from or interest under comply with Section 409A. Each payment Nevertheless, the tax treatment of the benefits provided under this Agreement is not warranted or guaranteed. Xxxxxxx Xxxxxxxx, the Company nor their respective directors, officers, employees or advisers shall be treated held liable for any taxes, interest, penalties or other monetary amounts owed by the Employee as a separate payment for purposes result of this Agreement. This Agreement may not be amended in any way that results in a violation of Section 409A. 409A. In particular, except to the extent permitted by regulatory or other guidance issued by the Internal Revenue Service under Section 409A(a)(3) of the Code, no amendment of this Agreement shall in any way (bincluding a change in form of distribution) A termination result in acceleration of employment the timing or amount of any payment (or any portion thereof) of “deferred compensation” that is due under this Agreement. An amendment that permits acceleration for any one or more of the reasons that constitute exceptions to the prohibition on acceleration of payments, pursuant to Treas. Regs. § 1.409A-3(j), shall not be deemed to have occurred for purposes be in violation of this Section 9.14. Notwithstanding any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (c) Notwithstanding anything herein to the contrary, in the event that if Employee is regarded as a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the CodeCode and the regulations promulgated thereunder, then with regard to he may not receive any payment or the provision payment(s) of “deferred compensation” upon any benefit (whether under this Agreement or otherwise) that is considered deferred compensation under Section 409A payable on account of a “separation from service,” and that is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise), to the extent necessary to avoid the imposition of excise taxes under Section 409A, such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Employee (as defined in Section 4.1(e)), unless such payment(s) are made on or after the date that is six (B6) months after the date of Employee’s such separation from service (or if earlier, the date of death (the “Delay Period”of such specified employee). Upon Instead, any such payments to which such specified employee would otherwise be entitled during the expiration first six (6) months following such separation from service shall be accumulated and paid on the first day of the Delay Period, all payments and benefits delayed pursuant to this Section 6.13(cseventh (7th) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Employee in a lump sum without interest, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (d) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, all such payments shall be made on or before the last day of calendar year month following the calendar year in which the expense occurred. In witness whereof, this Change date of Control Agreement has been executed as of the date first set forth above. AVANIR Pharmaceuticals, Inc. By: /s/ XXXXX X. XXXXX, PH.D. Xxxxx X. Xxxxx Chairman, Compensation Committee Employee /s/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx (Print Name)separation from service.

Section 409A Compliance. (ai) This The intent of the parties is that payments and benefits under this Agreement is intended to comply with the requirements of Internal Revenue Code Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) or an exemption from Section 409A. The Company shall undertake and, accordingly, to administerthe maximum extent permitted, interpret, and construe this Agreement shall be interpreted to be in a manner that does not result in compliance therewith. In no event whatsoever shall the imposition on Employee of Company be liable for any additional tax, penalty, interest or interest under penalty that may be imposed on the Executive by Code Section 409A. Each payment under this Agreement shall be treated as a separate payment 409A or damages for purposes of failing to comply with Code Section 409A. (bii) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (c) ” Notwithstanding anything herein to the contrarycontrary in this Agreement, in if the event that Employee Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B) of the Code), then with regard to any payment or the provision of any benefit (whether under this Agreement or otherwise) that is considered deferred compensation under Code Section 409A payable on account of a “separation from service,” and that is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise), to the extent necessary to avoid the imposition of excise taxes under Section 409A, such payment or benefit shall not be made or provided at until the date which is the earlier of (iA) the expiration of the six (6)-month period measured from the date of such “separation from service” of Employee or the Executive, and (B) the date of Employeethe Executive’s death (death, to the “Delay Period”). extent required under Code Section 409A. Upon the expiration of the Delay Periodforegoing delay period, all payments and benefits delayed pursuant to this Section 6.13(c24(b)(ii) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Employee the Executive in a lump sum without interestsum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (diii) With regard to any provision herein To the extent that provides for reimbursement of costs and expenses reimbursements or other in-kind benefits, except as permitted by benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (A) all such payments expenses or other reimbursements hereunder shall be made on or before prior to the last day of calendar the taxable year following the calendar taxable year in which such expenses were incurred by the expense occurredExecutive, (B) any right to such reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (iv) For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. In witness whereofWhenever a payment under this Agreement specifies a payment period with reference to a number of days, this Change the actual date of Control Agreement has been executed as payment within the specified period shall be within the sole discretion of the date first set forth above. AVANIR PharmaceuticalsCompany. (v) Notwithstanding any other provision of this Agreement to the contrary, Inc. By: /s/ XXXXX X. XXXXX, PH.D. Xxxxx X. Xxxxx Chairman, Compensation Committee Employee /s/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx (Print Name)in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.

Section 409A Compliance. (ai) This The intent of the parties is that payments and benefits under this Agreement is intended to comply with the requirements of Section 409A of the Code and the regulations and guidance promulgated thereunder (“Section 409A”) or an exemption from Section 409A. The Company shall undertake thereunder, to administerthe extent applicable, interpretand, and construe this Agreement in a manner that does not result in accordingly, to the imposition on Employee of any additional taxmaximum extent permitted, penalty, or interest under Section 409A. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A.administered and interpreted to be in compliance therewith, to the extent applicable. (bii) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for In the payment of any amounts or benefits upon or following event the EMPLOYEE is a termination of employment unless such termination is also a “separation from service” specified employee (within the meaning of Section 409A and, and Treas. Reg. § 1.409A-1(i) (or successor provisions) and as determined pursuant to any rules adopted for such purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (cby COMPANY) Notwithstanding anything herein to the contrary, in the event that Employee is a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) as of the Codedate of retirement or termination, then with regard to any reimbursement or payment or the provision of any benefit (whether under this Agreement or otherwise(including, without limitation, Sections 7, 8, 11 and 12) that is considered deferred compensation under Section 409A payable on account of a “separation from service,” (as distinguished from, for instance, at a specified time or fixed schedule as described under Treas. Reg. § 1.409A-3(a)(4) and -3(i)) and that is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise), to the extent necessary to avoid the imposition of excise taxes under Section 409Asuch reimbursement, such payment or benefit shall be made paid or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Employee or the Executive, and (Bii) the date of EmployeeExecutive’s death (the “Delay Period”) (unless, in the case of any benefit subject to the Delay Period, COMPANY and EMPLOYEE agree that EMPLOYEE shall be charged for receiving such benefit during the Delay Period, at a fair market value price, in which case EMPLOYEE shall subsequently be reimbursed by COMPANY for such charge at the end of the Delay Period). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 6.13(c13(l)(ii) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Employee EMPLOYEE in a lump sum without interestsum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (diii) With regard Notwithstanding anything herein to the contrary, any provision herein amount that provides for reimbursement of costs is subject to Section 409A and expenses or in-kind benefits, except as permitted by that would have been paid in 2008 under the Prior Agreement and Section 409A, all such payments 409A shall be made on or before paid by December 31, 2008. No amount that is subject to Section 409A shall be paid in 2008 under this Agreement that would not have been paid in 2008 under the last day of calendar year following the calendar year in which the expense occurred. In witness whereof, this Change of Control Prior Agreement has been executed as of the date first set forth above. AVANIR Pharmaceuticals, Inc. By: /s/ XXXXX X. XXXXX, PH.D. Xxxxx X. Xxxxx Chairman, Compensation Committee Employee /s/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx (Print Name)and Section 409A.

Section 409A Compliance. (a) This Payments under this Agreement are designed to be made in a manner that is intended to comply exempt from or compliant with the requirements of Section 409A of the U.S. Internal Revenue Code (the “Code”) as a “short- term deferral,” and the regulations and guidance promulgated thereunder (“Section 409A”) or an exemption from Section 409A. The Company shall undertake to administer, interpret, and construe this Agreement in a manner that does not result in the imposition on Employee of any additional tax, penalty, or interest under Section 409A. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision provisions of this Agreement providing for will be administered, interpreted and construed accordingly (or disregarded to the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any extent such provision of cannot be so administered, interpreted, or construed). Notwithstanding anything to the contrary in this Agreement, references if, upon the advice of its counsel, the Company determines that the settlement of an RSU Share pursuant to a “termination,” “termination of employment” this Agreement is or like terms shall mean “separation from service.” (c) Notwithstanding anything herein may become subject to the contrary, in the event that Employee is a “specified employee” within the meaning of that term additional tax under Section 409A(a)(2)(B409A(a)(1)(B) of the Code, then with regard to Code or any payment other taxes or the provision of any benefit (whether under this Agreement or otherwise) that is considered deferred compensation penalties imposed under Section 409A payable on account of a (“separation from service,” and that 409A Taxes”) as applicable at the time such settlement is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise)otherwise required under this Agreement, then such payment may be delayed to the extent necessary to avoid 409A Taxes. In particular: (a) if the imposition Employee is a specified employee within the meaning of excise taxes under Section 409A409A(a)(2)(B)(i) of the Code on the date of the Employee’s “separation from service” (other than due to death) within the meaning of Section 1.409A-1(h) of the Treasury Regulations, such payment or benefit settlement shall be made or provided at the date which is delayed until the earlier of (i) the first business day following the expiration of the six (6)-month period measured months from the date of such “Employee’s separation from service” of Employee or , (Bii) the date of the Employee’s death death, or (iii) such earlier date as complies with the requirements of Section 409A (the “Settlement Delay Period”). Upon ; and (b) if all or any part of such RSU Share has been converted into cash pursuant to Section 7 hereof, then: (i) upon settlement of such RSU Share, such cash shall be increased by an amount equal to interest thereon for the expiration Settlement Delay Period at a rate equal to the default rate credited to amounts deferred under the Company’s Deferred Compensation Plan; provided, however, that such rate shall be calculated on a monthly average basis rather than a daily basis; and (ii) the Company shall fund the payment of such cash to the Employee upon settlement of such RSU Share, including the interest to be paid with respect thereto (collectively, the “Delayed Cash Payment”), by establishing and irrevocably funding a trust for the benefit of the Employee, but only if the establishment of such trust does not result in any taxes or penalties becoming due under Section 409A(b). Such trust shall be a grantor trust described in Section 671 of the U.S. Internal Revenue Code and intended not to cause tax to be incurred by the Employee until amounts are paid out from the trust to the Employee. The trust shall provide for distribution of amounts to the Employee in order to pay taxes, if any, that become due on the amounts as to which payment is being delayed during the Settlement Delay Period, all payments and benefits delayed Period pursuant to this Section 6.13(c) (whether they would have otherwise been payable in a single sum or in installments in 18, but only to the absence extent permissible under Section 409A of the U.S. Internal Revenue Code without the imposition of 409A Taxes. The establishment and funding of such delay) trust shall be paid or reimbursed to Employee in a lump sum without interest, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with not affect the normal payment dates specified for them herein. (d) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, all such payments shall be made on or before the last day of calendar year following the calendar year in which the expense occurred. In witness whereof, this Change of Control Agreement has been executed as obligation of the date first set forth above. AVANIR Pharmaceuticals, Inc. By: /s/ XXXXX X. XXXXX, PH.D. Xxxxx X. Xxxxx Chairman, Compensation Committee Employee /s/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx (Print Name)Company to pay the Delayed Cash Payment pursuant to this Section 18.

Section 409A Compliance. (a) This To the extent applicable, this Agreement is intended to comply shall be interpreted and applied consistent and in accordance with the requirements of Section 409A of Internal Revenue Code of 1986, as amended (the Code “Code”) and the Department of Treasury regulations and other interpretive guidance promulgated issued thereunder (“Section 409A”) ). If, however, the parties determine that any compensation or an exemption from Section 409A. The Company shall undertake to administer, interpret, and construe this Agreement in a manner that does not result in the imposition on Employee of any additional tax, penalty, or interest under Section 409A. Each payment benefits payable under this Agreement may be or become subject to Section 409A, the parties AUD 137977 7 shall cooperate to adopt such amendments to this Agreement or to adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take such other actions, as the parties determine to be treated as a separate payment for purposes necessary or appropriate to (i) exempt the compensation and benefits payable under this Agreement from Section 409A and/or preserve the intended tax treatment of such compensation and benefits, or (ii) comply with the requirements of Section 409A. (b) A Notwithstanding any provision to the contrary in the Agreement, in order to be eligible to receive any termination benefits under this Agreement that are deemed deferred compensation subject to Section 409A of the Code, Employee’s termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also must constitute a “separation from service” within the meaning of Treas. Reg. Section 409A 1.409A-1(h) (a “Separation from Service”) and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation Separation from serviceService.” (c) Notwithstanding anything herein to the contrary, in the event that if Employee is deemed at the time of termination of employment with the Company to be a “specified employee” within the meaning for purposes of that term under Section 409A(a)(2)(B409A(a)(2)(B)(i) of the Code, then with regard to any payment or the provision of any benefit (whether under this Agreement or otherwise) that is considered deferred compensation under Section 409A payable on account of a “separation from service,” and that is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise), to the extent necessary delayed commencement of any portion of the termination benefits to which Employee is entitled under the Agreement is required in order to avoid the imposition of excise taxes a prohibited distribution under Section 409A409A(a)(2)(B)(i) of the Code, such payment or benefit portion of termination benefits shall not be made or provided at the date which is to Employee prior to the earlier of (i) the expiration of the six (6)-month six-month period measured from the date of such “separation the Employee’s Separation from service” of Employee Service with the Company or (Bii) the date of Employee’s death (the “Delay Period”)death. Upon the expiration earlier of the Delay Periodsuch dates, all payments and benefits delayed deferred pursuant to this Section 6.13(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Employee in a lump sum without interestto Employee, and any remaining payments and benefits due under this the Agreement shall be paid or as otherwise provided herein. The determination of whether Employee is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of the Separation from Service shall made by the Company in accordance with the normal payment dates specified for them hereinterms of Section 409A of the Code and applicable guidance thereunder (including without limitation Treas. Reg. Section 1.409A-1(i) and any successor provision thereto). (d) With regard Notwithstanding the foregoing or any other provisions of the Agreement, Employee and the Company agree that, for purposes of the limitations on nonqualified deferred compensation under Section 409A of the Code, each payment of compensation under the Agreement shall be treated as a right to any provision receive a series separate and distinct payments of compensation for purposes of applying the Section 409A of the Code. (e) Notwithstanding anything herein to the contrary, to the extent that provides for reimbursement of costs and expenses reimbursements or other in-kind benefits, except as permitted by benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Section 409A, (i) all such payments expenses or other reimbursements hereunder shall be made on or before prior to the last day of calendar the taxable year following the calendar taxable year in which such expenses were incurred by Employee, (ii) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expense occurred. In witness whereofexpenses eligible for reimbursement, this Change of Control Agreement has been executed as of the date first set forth above. AVANIR Pharmaceuticalsor in-kind benefits to be provided, Inc. By: /s/ XXXXX X. XXXXX, PH.D. Xxxxx X. Xxxxx Chairman, Compensation Committee Employee /s/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx (Print Name)in any other taxable year.

Section 409A Compliance. (a) This Payments under this Agreement are designed to be made in a manner that is intended to comply exempt from or compliant with the requirements of Section 409A of the U.S. Internal Revenue Code (the “Code”) as a “short-term deferral,” and the regulations and guidance promulgated thereunder (“Section 409A”) or an exemption from Section 409A. The Company shall undertake to administer, interpret, and construe this Agreement in a manner that does not result in the imposition on Employee of any additional tax, penalty, or interest under Section 409A. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision provisions of this Agreement providing for will be administered, interpreted and construed accordingly (or disregarded to the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any extent such provision of cannot be so administered, interpreted, or construed). Notwithstanding anything to the contrary in this Agreement, references if, upon the advice of its counsel, the Company determines that the settlement of an RSU Share pursuant to a “termination,” “termination of employment” this Agreement is or like terms shall mean “separation from service.” (c) Notwithstanding anything herein may become subject to the contrary, in the event that Employee is a “specified employee” within the meaning of that term additional tax under Section 409A(a)(2)(B409A(a)(1)(B) of the Code, then with regard to Code or any payment other taxes or the provision of any benefit (whether under this Agreement or otherwise) that is considered deferred compensation penalties imposed under Section 409A payable on account of a (“separation from service,” and that 409A Taxes”) as applicable at the time such settlement is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise)otherwise required under this Agreement, then such payment may be delayed to the extent necessary to avoid 409A Taxes. In particular: (a) if the imposition Employee is a specified employee within the meaning of excise taxes under Section 409A409A(a)(2)(B)(i) of the Code on the date of the Employee's “separation from service” (other than due to death) within the meaning of Section 1.409A-1(h) of the Treasury Regulations, such payment or benefit settlement shall be made or provided at the date which is delayed until the earlier of (i) the first business day following the expiration of the six (6)-month period measured months from the date of such “Employee's separation from service” of Employee or , (Bii) the date of the Employee’s death 's death, or (iii) such earlier date as complies with the requirements of Section 409A (the “Settlement Delay Period”). Upon ; and (b) if all or any part of such RSU Share has been converted into cash pursuant to Section 8 hereof, then: (i) upon settlement of such RSU Share, such cash shall be increased by an amount equal to interest thereon for the expiration Settlement Delay Period at a rate equal to the 120-month rolling average yield to maturity of the index called the “Xxxxxxx Xxxxx U.S. Corporates, A Rated, 15+ Years Index” (or any successor index, or if neither exists, the most similar index which does exist) as of December 31 of the year preceding the year in which the Settlement Delay PeriodPeriod commences, all payments compounded annually; and (ii) the Company shall fund the payment of such cash to the Employee upon settlement of such RSU Share, including the interest to be paid with respect thereto (collectively, the “Delayed Cash Payment”), by establishing and benefits irrevocably funding a trust for the benefit of the Employee, but only if the establishment of such trust does not result in any taxes or penalties becoming due under Section 409A(b). Such trust shall be a grantor trust described in Section 671 of the U.S. Internal Revenue Code and intended not to cause tax to be incurred by the Employee until amounts are paid out from the trust to the Employee. The trust shall provide for distribution of amounts to the Employee in order to pay taxes, if any, that become due on the amounts as to which payment is being delayed during the Settlement Delay Period pursuant to this Section 6.13(c) (whether they would have otherwise been payable in a single sum or in installments in 20, but only to the absence extent permissible under Section 409A of the U.S. Internal Revenue Code without the imposition of 409A Taxes. The establishment and funding of such delay) trust shall be paid or reimbursed to Employee in a lump sum without interest, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with not affect the normal payment dates specified for them herein. (d) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, all such payments shall be made on or before the last day of calendar year following the calendar year in which the expense occurred. In witness whereof, this Change of Control Agreement has been executed as obligation of the date first set forth above. AVANIR Pharmaceuticals, Inc. By: /s/ XXXXX X. XXXXX, PH.D. Xxxxx X. Xxxxx Chairman, Compensation Committee Employee /s/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx (Print Name)Company to pay the Delayed Cash Payment pursuant to this Section 21.

Section 409A Compliance. (a) This Payments under this Agreement are designed to be made in a manner that is intended to comply exempt from or compliant with the requirements of Section 409A of the U.S. Internal Revenue Code (the “Code”) as a “short-term deferral,” and the regulations and guidance promulgated thereunder (“Section 409A”) or an exemption from Section 409A. The Company shall undertake to administer, interpret, and construe this Agreement in a manner that does not result in the imposition on Employee of any additional tax, penalty, or interest under Section 409A. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision provisions of this Agreement providing for will be administered, interpreted and construed accordingly (or disregarded to the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any extent such provision of cannot be so administered, interpreted, or construed). Notwithstanding anything to the contrary in this Agreement, references if, upon the advice of its counsel, the Company determines that the settlement of an RSU Share pursuant to a “termination,” “termination of employment” this Agreement is or like terms shall mean “separation from service.” (c) Notwithstanding anything herein may become subject to the contrary, in the event that Employee is a “specified employee” within the meaning of that term additional tax under Section 409A(a)(2)(B409A(a)(1)(B) of the Code, then with regard to Code or any payment other taxes or the provision of any benefit (whether under this Agreement or otherwise) that is considered deferred compensation penalties imposed under Section 409A payable on account of a (“separation from service,” and that 409A Taxes”) as applicable at the time such settlement is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise)otherwise required under this Agreement, then such payment may be delayed to the extent necessary to avoid 409A Taxes. In particular: (a) if the imposition Employee is a specified employee within the meaning of excise taxes under Section 409A409A(a)(2)(B)(i) of the Code on the date of the Employee’s “separation from service” (other than due to death) within the meaning of Section 1.409A-1(h) of the Treasury Regulations, such payment or benefit settlement shall be made or provided at the date which is delayed until the earlier of (i) the first business day following the expiration of the six (6)-month period measured months from the date of such “Employee’s separation from service” of Employee or , (Bii) the date of the Employee’s death death, or (iii) such earlier date as complies with the requirements of Section 409A (the “Settlement Delay Period”). Upon ; and (b) if all or any part of such RSU Share has been converted into cash pursuant to Section 7 hereof, then: (i) upon settlement of such RSU Share, such cash shall be increased by an amount equal to interest thereon for the expiration Settlement Delay Period at a rate equal to the default rate credited to amounts deferred under the Company’s Deferred Compensation Plan; provided, however, that such rate shall be calculated on a monthly average basis rather than a daily basis; and (ii) the Company shall fund the payment of such cash to the Employee upon settlement of such RSU Share, including the interest to be paid with respect thereto (collectively, the “Delayed Cash Payment”), by establishing and irrevocably funding a trust for the benefit of the Employee, but only if the establishment of such trust does not result in any taxes or penalties becoming due under Section 409A(b). Such trust shall be a grantor trust described in Section 671 of the U.S. Internal Revenue Code and intended not to cause tax to be incurred by the Employee until amounts are paid out from the trust to the Employee. The trust shall provide for distribution of amounts to the Employee in order to pay taxes, if any, that become due on the amounts as to which payment is being delayed during the Settlement Delay Period, all payments and benefits delayed Period pursuant to this Section 6.13(c) (whether they would have otherwise been payable in a single sum or in installments in 18, but only to the absence of such delay) shall be paid or reimbursed to Employee in a lump sum without interest, and any remaining payments and benefits due extent permissible under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (d) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, all such payments shall be made on or before the last day of calendar year following the calendar year in which the expense occurred. In witness whereof, this Change of Control Agreement has been executed as 409A of the date first set forth above. AVANIR Pharmaceuticals, Inc. By: /s/ XXXXX X. XXXXX, PH.D. Xxxxx X. Xxxxx Chairman, Compensation Committee Employee /s/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx (Print Name)U.S. Internal Revenue Code without the imposition of 409A

Section 409A Compliance. (a) This It is the intention of the Company and Executive that this Agreement is intended to comply with the requirements not result in taxation of Executive under Section 409A of the Code and the regulations and guidance promulgated thereunder (“Section 409A”) or an exemption from Section 409A. The Company shall undertake to administer, interpret, and construe this Agreement in a manner that does not result in the imposition on Employee of any additional tax, penalty, or interest under Section 409A. Each payment under this Agreement shall be treated construed in accordance with such intention. Without limiting the generality of the foregoing, the Company and Executive agree as a separate payment for purposes of Section 409A.follows: (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (c) 18.1.1 Notwithstanding anything herein to the contrarycontrary herein, in the event that Employee if Executive is a “specified employee” (within the meaning of that term under Section 409A(a)(2)(B409A(a)(2)(B)(i) of the Code) with respect to the Company, then with regard any amounts (or benefits) otherwise payable to any payment or the provision in respect of any benefit (whether Executive under this Agreement or otherwise) that is considered deferred compensation under Section 409A payable on account pursuant to Executive's termination of a “separation from service,” and that is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise)employment with the Company shall be delayed, to the extent necessary required so that taxes are not imposed on Executive pursuant to avoid Section 409A of the imposition of excise taxes under Section 409ACode, such payment or benefit and shall be made or provided at paid upon the earliest date which is the earlier of (ipermitted by Section 409A(a)(2) the expiration of the six (6)-month period measured from Code. 18.1.2 For purposes of this Agreement, Executive's employment with the date Company will not be treated as terminated unless and until such termination of such “employment constitutes a "separation from service” " for purposes of Employee or (B) the date of Employee’s death (the “Delay Period”). Upon the expiration Section 409A of the Delay Period, all payments Code. 18.1.3 To the extent necessary to comply with the provisions of Section 409A of the Code and benefits delayed pursuant to this Section 6.13(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Employee in a lump sum without interestguidance issued thereunder, and any remaining payments and benefits due under without limiting the obligations of the Company hereunder, reimbursements to or tax gross-ups payable to Executive as a result of the operation of this Agreement shall be made not later than the end of the calendar year following the year in which the reimbursable expense is incurred or applicable tax is paid and shall otherwise be made in a manner that complies with the requirements of Treasury Regulation Section 1.409A-3(i)(l)(iv). 18.1.4 In the event that (i) Executive becomes entitled to a payment under Section 4.1.2 hereof, (ii) there has not been a change in the ownership of the Company or provided a change in the effective control of the Company (in each case for purposes of Section 409A of the Code) and (iii) Executive is at such time party to or covered by a plan, policy, arrangement or agreement which (1) provides severance benefits which constitute nonqualified deferred compensation for purposes of Section 409A and (2) provides for payout over time, rather than in a lump sum, then notwithstanding Section 4.1.2 hereof, payments to Executive pursuant to such section shall be paid ratably to Executive over the eighteen month period following termination of Executive's employment in accordance with the normal payment dates specified for them hereinCompany's payroll practices. (d) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, all such payments shall be made on or before the last day of calendar year following the calendar year in which the expense occurred. In witness whereof, this Change of Control Agreement has been executed as of the date first set forth above. AVANIR Pharmaceuticals, Inc. By: /s/ XXXXX X. XXXXX, PH.D. Xxxxx X. Xxxxx Chairman, Compensation Committee Employee /s/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx (Print Name)

Section 409A Compliance. To the extent applicable, the parties hereto intend that the severance benefits provided herein (aincluding through the Severance Plan and Participation Agreement) This Agreement and this Release be exempt from, or if an exemption is intended to not available, comply with the requirements of Section 409A of the Code and the regulations and other guidance promulgated thereunder and any state law of similar effect (collectively “Section 409A”) ). The parties hereby agree that this Release shall at all times be construed in a manner to be exempt from, or if an exemption from is not available, to comply with, Section 409A. The Company parties also agree that in no event shall undertake any payment required to administer, interpret, and construe be made pursuant to this Agreement in a manner Release that does not result in the imposition on Employee of any additional tax, penalty, or interest under Section 409A. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” considered deferred compensation within the meaning of Section 409A and, for purposes and is not otherwise exempt from the provision thereof be accelerated in violation of Section 409A. The parties further agree that any such provision of payment paid in connection with this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (c) Notwithstanding anything herein Release pursuant to the contraryParticipation Agreement and Severance Plan will be paid in accordance with the provisions of Section 5 of the Severance Plan. Accordingly, in because the event that Employee is a “specified employee” within of the meaning of that Company, as such term under is defined in Section 409A(a)(2)(B409A(a)(2)(B)(i) of the Code, then with regard to any payment or the provision cash severance payments described in Section 2(a)(i) of any benefit (whether under this Agreement or otherwise) that is considered deferred compensation under Section 409A payable on account of a “separation from service,” and that is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise), to the extent necessary to avoid the imposition of excise taxes under Section 409A, such payment or benefit Release above shall be made or provided at the date which is delayed until the earlier of (i1) the expiration of the date that is six (6)-month period measured from 6) months and one (1) day after the Separation Date and (2) the date of the Employee’s death (such applicable date, the “separation from service” of Employee or Delayed Initial Payment Date”), and (B) the date of Employee’s death Company shall (1) pay the “Delay Period”). Upon Employee a lump sum amount equal to the expiration sum of the Delay Period, all severance benefit payments and that the Employee would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the benefits had not been delayed pursuant to this Section 6.13(cparagraph and (2) (whether they would have otherwise been payable in a single sum or in installments in commence paying the absence balance, if any, of such delay) shall be paid or reimbursed to Employee in a lump sum without interest, and any remaining payments and the benefits due under this Agreement shall be paid or provided in accordance with the normal applicable payment dates specified for them hereinschedule. (d) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, all such payments shall be made on or before the last day of calendar year following the calendar year in which the expense occurred. In witness whereof, this Change of Control Agreement has been executed as of the date first set forth above. AVANIR Pharmaceuticals, Inc. By: /s/ XXXXX X. XXXXX, PH.D. Xxxxx X. Xxxxx Chairman, Compensation Committee Employee /s/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx (Print Name)

Section 409A Compliance. (a) This Payments under this Agreement are designed to be made in a manner that is intended to comply exempt from or compliant with the requirements of Section 409A of the U.S. Internal Revenue Code (the “Code”) as a “short-term deferral,” and the regulations and guidance promulgated thereunder (“Section 409A”) or an exemption from Section 409A. The Company shall undertake to administer, interpret, and construe this Agreement in a manner that does not result in the imposition on Employee of any additional tax, penalty, or interest under Section 409A. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision provisions of this Agreement providing for will be administered, interpreted and construed accordingly (or disregarded to the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any extent such provision of cannot be so administered, interpreted, or construed). Notwithstanding anything to the contrary in this Agreement, references if, upon the advice of its counsel, the Company determines that the settlement of an RSU Share pursuant to a “termination,” “termination of employment” this Agreement is or like terms shall mean “separation from service.” (c) Notwithstanding anything herein may become subject to the contrary, in the event that Employee is a “specified employee” within the meaning of that term additional tax under Section 409A(a)(2)(B409A(a)(1)(B) of the Code, then with regard to Code or any payment other taxes or the provision of any benefit (whether under this Agreement or otherwise) that is considered deferred compensation penalties imposed under Section 409A payable on account of a (“separation from service,” and that 409A Taxes”) as applicable at the time such settlement is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise)otherwise required under this Agreement, then such payment may be delayed to the extent necessary to avoid 409A Taxes. In particular: (a) if the imposition Employee is a specified employee within the meaning of excise taxes under Section 409A409A(a)(2)(B)(i) of the Code on the date of the Employee’s “separation from service” (other than due to death) within the meaning of Section 1.409A-1(h) of the Treasury Regulations, such payment or benefit settlement shall be made or provided at the date which is delayed until the earlier of (i) the first business day following the expiration of the six (6)-month period measured months from the date of such “Employee’s separation from service” of Employee or , (Bii) the date of the Employee’s death death, or (iii) such earlier date as complies with the requirements of Section 409A (the “Settlement Delay Period”). Upon ; and (b) if all or any part of such RSU Share has been converted into cash pursuant to Section 8 hereof, then: (i) upon settlement of such RSU Share, such cash shall be increased by an amount equal to interest thereon for the expiration Settlement Delay Period at a rate equal to the default rate credited to amounts deferred under the Company’s Deferred Compensation Plan; provided, however, that such rate shall be calculated on a monthly average basis rather than a daily basis; and (ii) the Company shall fund the payment of such cash to the Employee upon settlement of such RSU Share, including the interest to be paid with respect thereto (collectively, the “Delayed Cash Payment”), by establishing and irrevocably funding a trust for the benefit of the Employee, but only if the establishment of such trust does not result in any taxes or penalties becoming due under Section 409A(b). Such trust shall be a grantor trust described in Section 671 of the U.S. Internal Revenue Code and intended not to cause tax to be incurred by the Employee until amounts are paid out from the trust to the Employee. The trust shall provide for distribution of amounts to the Employee in order to pay taxes, if any, that become due on the amounts as to which payment is being delayed during the Settlement Delay Period, all payments and benefits delayed Period pursuant to this Section 6.13(c) (whether they would have otherwise been payable in a single sum or in installments in 19, but only to the absence extent permissible under Section 409A of the U.S. Internal Revenue Code without the imposition of 409A Taxes. The establishment and funding of such delay) trust shall be paid or reimbursed not affect the obligation of the Company to Employee in a lump sum without interestpay the Delayed Cash Payment pursuant to this Section 19. IN WITNESS WHEREOF, and any remaining payments and benefits due under the parties hereto have caused this Agreement shall to be paid or provided in accordance with the normal payment dates specified for them herein. (d) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, all such payments shall be made on or before the last day of calendar year following the calendar year in which the expense occurred. In witness whereof, this Change of Control Agreement has been duly executed as of the date first set forth aboveGrant Date. AVANIR Pharmaceuticals, Inc. EMPLOYEE PERSPECTA INC. By: /s/ XXXXX X. XXXXX«Name_x» <<Name>> <<Title>> The Employee acknowledges receipt of the Plan and a Prospectus relating to this Award, PH.D. Xxxxx X. Xxxxx Chairman, Compensation Committee Employee /s/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx (Print Name)and further acknowledges that he or she has reviewed this Agreement and the related documents and accepts the provisions thereof. «Name_x» «Address_Line_1» «Address_Line_2» «Address_Line_3» «Address_Line_4» «Address_Line_5»

Section 409A Compliance. (a) a. This Agreement is intended to comply with Section 409A of the Code (to the extent applicable) and, to the extent it would not adversely impact the Company, the Company agrees to interpret, apply and administer this Agreement in a manner necessary to comply with such requirements and without resulting in any diminution in the value of payments or benefits to the Employee. Notwithstanding any other provisions of this Agreement, the Company does not guarantee that payments will be exempt or comply with Section 409A of the Code, nor will the Company indemnify, defend or hold harmless Employee with respect to the tax consequences of any such failure. b. It is intended that (i) each installment of the payments provided under this Agreement is a separate “payment” for purposes of Section 409A of the Code, (ii) that the payments satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code and the regulations and guidance promulgated thereunder (“Section 409A”) or an exemption from Section 409A. The Company shall undertake to administerprovided under Treasury Regulations 1.409A-1(b)(4), interpret1.409A-1(b)(9)(iii), and construe this Agreement 1.409A-1(b)(9)(v) and (iii) all amounts set forth in a manner that does not result in the imposition on Employee of any additional tax, penalty, or interest under Section 409A. Each payment under this Agreement 6 shall be treated as a separate payment for purposes of Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits payable only upon or following a termination of the Employee’s employment unless such termination is also that constitutes a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of Treasury Regulation 1.409A-1(h). c. Notwithstanding anything to the contrary in this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” if the Company determines (ci) Notwithstanding anything herein to that on the contrarydate the Employee’s employment with the Company terminates, in the event that Employee is a “specified employee” within the meaning of that (as such term is defined under Section 409A(a)(2)(BTreasury Regulation 1.409A-1(i)(1)) of the Code, then with regard Company and (ii) that any payments to be provided to the Employee pursuant to this Agreement are or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any payment other taxes or penalties imposed under Section 409A of the provision of any benefit (whether Code if provided at the time otherwise required under this Agreement or otherwise) then such payments shall be delayed until the date that is considered deferred compensation under Section 409A payable on account of a “separation from service,” and that is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise), to the extent necessary to avoid the imposition of excise taxes under Section 409A, such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from months after the date of such the Employee’s “separation from service” of Employee or (B) with the Company, or, if earlier, the date of the Employee’s death (the “Delay Period”)death. Upon the expiration of the Delay Period, all Any payments and benefits delayed pursuant to this Section 6.13(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) 23 shall be paid or reimbursed to Employee made in a lump sum without intereston the first day of the seventh month following the Employee’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)), and or, if earlier, the date of the Employee’s death. d. To the extent that any remaining payments and benefits due reimbursement, fringe benefit or other, similar plan or arrangement in which the Employee participates during the term of Employee’s employment under this Agreement shall or thereafter provides for a "deferral of compensation" within the meaning of Section 409A of the Code, (i) the amount eligible for reimbursement or payment under such plan or arrangement in one calendar year may not affect the amount eligible for reimbursement or payment in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be paid reimbursed or provided in accordance with the normal payment dates specified for them herein. paid), and (dii) With regard subject to any provision shorter time periods provided herein that provides for or the applicable plans or arrangements, any reimbursement or payment of costs and expenses an expense under such plan or in-kind benefits, except as permitted by Section 409A, all such payments shall arrangement must be made on or before the last day of the calendar year following the calendar year in which the expense occurred. In witness whereof, this Change of Control Agreement has been executed as of the date first set forth above. AVANIR Pharmaceuticals, Inc. By: /s/ XXXXX X. XXXXX, PH.D. Xxxxx X. Xxxxx Chairman, Compensation Committee Employee /s/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx (Print Name)was incurred.

Section 409A Compliance. (a) This Payments under this Agreement are designed to be made in a manner that is intended to comply exempt from or compliant with the requirements of Section 409A of the U.S. Internal Revenue Code (the “Code”) as a “short-term deferral,” and the regulations and guidance promulgated thereunder (“Section 409A”) or an exemption from Section 409A. The Company shall undertake to administer, interpret, and construe this Agreement in a manner that does not result in the imposition on Employee of any additional tax, penalty, or interest under Section 409A. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision provisions of this Agreement providing for will be administered, interpreted and construed accordingly (or disregarded to the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any extent such provision of cannot be so administered, interpreted, or construed). Notwithstanding anything to the contrary in this Agreement, references if, upon the advice of its counsel, the Company determines that the settlement of an RSU Share pursuant to a “termination,” “termination of employment” this Agreement is or like terms shall mean “separation from service.” (c) Notwithstanding anything herein may become subject to the contrary, in the event that Employee is a “specified employee” within the meaning of that term additional tax under Section 409A(a)(2)(B409A(a)(1)(B) of the Code, then with regard to Code or any payment other taxes or the provision of any benefit (whether under this Agreement or otherwise) that is considered deferred compensation penalties imposed under Section 409A payable on account of a (“separation from service,” and that 409A Taxes”) as applicable at the time such settlement is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise)otherwise required under this Agreement, then such payment may be delayed to the extent necessary to avoid 409A Taxes. In particular: (a) if the imposition Employee is a specified employee within the meaning of excise taxes under Section 409A409A(a)(2)(B)(i) of the Code on the date of the Employee's “separation from service” (other than due to death) within the meaning of Section 1.409A-1(h) of the Treasury Regulations, such payment or benefit settlement shall be made or provided at the date which is delayed until the earlier of (i) the first business day following the expiration of the six (6)-month period measured months from the date of such “Employee's separation from service” of Employee or , (Bii) the date of the Employee’s death 's death, or (iii) such earlier date as complies with the requirements of Section 409A (the “Settlement Delay Period”). Upon ; and (b) if all or any part of such RSU Share has been converted into cash pursuant to Section 8 hereof, then: (i) upon settlement of such RSU Share, such cash shall be increased by an amount equal to interest thereon for the expiration Settlement Delay Period at a rate equal to the default rate credited to amounts deferred under the Company's Deferred Compensation Plan; provided, however, that such rate shall be calculated on a monthly average basis rather than a daily basis; and (ii) the Company shall fund the payment of such cash to the Employee upon settlement of such RSU Share, including the interest to be paid with respect thereto (collectively, the “Delayed Cash Payment”), by establishing and irrevocably funding a trust for the benefit of the Employee, but only if the establishment of such trust does not result in any taxes or penalties becoming due under Section 409A(b). Such trust shall be a grantor trust described in Section 671 of the U.S. Internal Revenue Code and intended not to cause tax to be incurred by the Employee until amounts are paid out from the trust to the Employee. The trust shall provide for distribution of amounts to the Employee in order to pay taxes, if any, that become due on the amounts as to which payment is being delayed during the Settlement Delay Period, all payments and benefits delayed Period pursuant to this Section 6.13(c) (whether they would have otherwise been payable in a single sum or in installments in 18, but only to the absence extent permissible under Section 409A of the U.S. Internal Revenue Code without the imposition of 409A Taxes. The establishment and funding of such delay) trust shall be paid or reimbursed to Employee in a lump sum without interest, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with not affect the normal payment dates specified for them herein. (d) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, all such payments shall be made on or before the last day of calendar year following the calendar year in which the expense occurred. In witness whereof, this Change of Control Agreement has been executed as obligation of the date first set forth above. AVANIR Pharmaceuticals, Inc. By: /s/ XXXXX X. XXXXX, PH.D. Xxxxx X. Xxxxx Chairman, Compensation Committee Employee /s/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx (Print Name)Company to pay the Delayed Cash Payment pursuant to this Section 19.

Section 409A Compliance. The parties intend that the severance benefits provided under Section 5.2 or 5.4 above, as applicable (a) This Agreement is intended the “Severance”), satisfy, to comply with the requirements greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code and the regulations and guidance promulgated thereunder (together with any state laws of similar effect, (“Section 409A”) or an exemption from provided under Treasury Regulations 1.409A-1(b)(4) and 1.409A1(b)(9)(iii). Notwithstanding the foregoing, if the Company (or, if applicable, the successor entity thereto) determines that the Severance constitutes "deferred compensation" under Section 409A. The Company shall undertake to administer, interpret409A, and construe this Agreement if Executive is a "specified employee" of the Company or any successor entity thereto, as such term is defined in a manner that does not result in the imposition on Employee of any additional tax, penalty, or interest under Section 409A. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A. 409A(a)(2)(B)(i) (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (c) Notwithstanding anything herein to the contrary, in the event that Employee is a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code, then with regard to any payment or the provision of any benefit (whether under this Agreement or otherwise) that is considered deferred compensation under Section 409A payable on account of a “separation from service,” and that is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwiseSpecified Employee"), then, solely to the extent necessary to avoid the imposition incurrence of excise taxes the adverse personal tax consequences under Section 409A, such payment or benefit the timing of the Severance shall be made or provided at the date which is delayed as follows: on the earlier to occur of (i) the expiration of the date that is six (6)-month period measured from months and one day after the date of such “separation from service” of Employee service or (Bii) the date of Employee’s Executive's death (such earlier date, the “Delay Period”"Delayed Initial Payment Date"). Upon , the expiration Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the Delay Period, all payments and benefits Severance that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance had not been delayed pursuant to this Section 6.13(cparagraph and (B) (whether they would have otherwise been payable in a single sum or in installments in commence paying the absence balance of such delay) shall be paid or reimbursed to Employee in a lump sum without interest, and any remaining payments and benefits due under this Agreement shall be paid or provided the Severance in accordance with the normal payment dates specified for them herein. (d) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, all such payments shall be made on or before the last day of calendar year following the calendar year in which the expense occurred. In witness whereof, this Change of Control Agreement has been executed as of the date first schedule set forth above. AVANIR PharmaceuticalsIt is intended that each payment made pursuant to Section 5.2 or 5.4, Inc. By: /s/ XXXXX X. XXXXXas applicable, PH.D. Xxxxx X. Xxxxx Chairman, Compensation Committee Employee /s/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx is a separate payment (Print Nameas defined in Treasury Regulations Section 1.409A- 2(b)(2)) from any other payments made pursuant to this Agreement for purposes of the "short term deferral rule" under Treasury Regulations Section 1.409A- I (b)(4).

Section 409A Compliance. The following rules shall apply, to the extent necessary, with respect to distribution of the payments and benefits, if any, to be provided to the Executive under this Agreement. Subject to the provisions in this Section, the severance payments pursuant to this Agreement shall begin only upon the date of the Executive’s “separation from service” (adetermined as set forth below) which occurs on or after the date of the Executive’s termination of employment. 9.6.1 This Agreement is intended to comply with the requirements of Code Section 409A of (to the Code extent applicable) and the regulations and guidance promulgated thereunder (“Section 409A”) or an exemption from Section 409A. The Company shall undertake parties hereto agree to administer, interpret, apply and construe administer this Agreement in a the least restrictive manner that does not result necessary to comply therewith and without resulting in any increase in the imposition on Employee amounts owed hereunder by the Company. 9.6.2 It is intended that each installment of any additional tax, penalty, or interest under Section 409A. Each payment the severance payments and benefits provided under this Agreement shall be treated as a separate payment “payment” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, and the guidance issued thereunder (“Section 409A”). Neither the Executive nor the Company shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (b) A termination 9.6.3 If, as of employment shall not be deemed to have occurred for purposes the date of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a Executive’s “separation from service” from the Company, the Executive is not a “specified employee” (within the meaning of Section 409A and409A), for purposes then each installment of any such provision of the severance payments and benefits shall be made on the dates and terms set forth in this Agreement. 9.6.4 If, references to a “termination,” “termination as of employment” or like terms shall mean the date of the Executive’s “separation from service.” (c) Notwithstanding anything herein to ” from the contraryCompany, in the event that Employee Executive is a “specified employee” (within the meaning of that term under Section 409A(a)(2)(B) 409A), then: 9.6.4.1. Each installment of the Code, then with regard to any payment or the provision of any benefit (whether under this Agreement or otherwise) that is considered deferred compensation under Section 409A payable on account of a “separation from service,” and that is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise), to the extent necessary to avoid the imposition of excise taxes under Section 409A, such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Employee or (B) the date of Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 6.13(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Employee in a lump sum without interest, and any remaining severance payments and benefits due under this Agreement shall be paid or provided that, in accordance with the normal payment dates specified for them and terms set forth herein., will in all circumstances, regardless of when the separation from service occurs, be paid within the short-term deferral period (as defined in Section 409A) shall be treated as a short-term deferral within the meaning of Treasury Regulation Section 1.409A-1(b)(4) to the maximum extent permissible under Section 409A; and 9.6.4.2. Each installment of the severance payments and benefits due under this Agreement that is not described in Section 9.6.4.1 above and that would, absent this subsection, be paid within the six-month period following the Executive’s “separation from service” from the Company shall not be paid until the date that is six months and one day after such separation from service (d) With regard or, if earlier, the Executive’s death), with any such installments that are required to be delayed being accumulated during the six-month period and paid in a lump sum on the date that is six months and one day following the Executive’s separation from service and any subsequent installments, if any, being paid in accordance with the dates and terms set forth herein; provided, however, that the preceding provisions of this sentence shall not apply to any provision herein installment of severance payments and benefits if and to the maximum extent that provides such installment is deemed to be paid under a separation pay plan that does not provide for reimbursement a deferral of costs and expenses or in-kind benefits, except as permitted compensation by reason of the application of Treasury Regulation 1.409A-1(b)(9)(iii) (relating to separation pay upon an involuntary separation from service). Any installments that qualify for the exception under Treasury Regulation Section 409A, all such payments shall 1.409A-1(b)(9)(iii) must be made on or before paid no later than the last day of calendar the second taxable year following the calendar taxable year in which the expense occurred. In witness whereof, this Change of Control Agreement has been executed as of the date first set forth above. AVANIR Pharmaceuticals, Inc. By: /s/ XXXXX X. XXXXX, PH.D. Xxxxx X. Xxxxx Chairman, Compensation Committee Employee /s/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx (Print Name)separation from service occurs.

Section 409A Compliance. (a) This To the extent that any payment or benefit under this Agreement is subject to Section 409A of the Internal Revenue Code of 1986, as amended (“Code”), it is intended that this Agreement as applied to that payment or benefit comply in all respects with the requirements of Code Section 409A of 409A, and that the Code Agreement shall be administered and interpreted consistent with that intent. The Company, the Bank and the regulations Executive agree to work together in good faith to limit or avoid any taxes, penalties or excise taxes applicable to payment and guidance promulgated thereunder (“Section 409A”) or an exemption from Section 409A. The Company shall undertake to administer, interpret, and construe benefits under this Agreement in a manner that does not result compliance with Section 409A; however, the Company and the Bank shall have no liability to the Executive, or his successor or beneficiary, in the imposition on Employee event that taxes, penalties or excise taxes are ultimately determined to be applicable to any payment or benefit received by the Executive nor for reporting in good faith any payment of any additional tax, penalty, or interest under Section 409A. Each payment under this Agreement shall be treated benefit as a separate payment for purposes of subject to Code Section 409A. (b) A Notwithstanding any provision to the contrary in this Agreement, no amount will be payable pursuant to this Agreement in connection with the termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a Executive termination of employment unless such the termination is also of the Executive’s employment constitutes a “separation from {Clients/1836/00406836.DOCX/ } 8 service” within the meaning of Treasury Regulations Section 409A 1.409A-1(h) and, for purposes of Code Section 409A, the Executive’s right to receive installment payments pursuant to this Agreement will be treated as a right to receive a series of separate and distinct payments. Notwithstanding any such provision of to the contrary in this Agreement, references to a “termination,” “termination if the Executive is deemed at the time of employment” or like terms shall mean “his separation from service.” (c) Notwithstanding anything herein service to the contrary, in the event that Employee is be a “specified employee” within the meaning of that term under a “publicly traded” company for purposes of Section 409A(a)(2)(B409A(a)(2)(B)(i) of the Code, then with regard if Separation Pay or any other payments or benefits or any portion thereof must be delayed to any payment or the provision of any benefit (whether under this Agreement or otherwise) that is considered deferred compensation avoid a prohibited distribution under Section 409A payable on account 409A(a)(2)(B)(i) of a “separation from service,” and that is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise), to the extent necessary to avoid the imposition of excise taxes under Section 409ACode, such payment portion of the Executive’s Separation Pay or benefit shall other applicable payments or benefits will be made or provided at the date which is delayed until the earlier of (i) the expiration of the six (6)-month six-month period measured from the date of such the Executive’s “separation from service” of Employee with the Company and the Bank under Code Section 409A, or (Bii) the date of Employeethe Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, death; at which time all payments and benefits delayed pursuant to this Section 6.13(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall sentence will be paid or reimbursed to Employee in a lump sum without interestto the Executive, and any remaining payments and benefits due under this Agreement shall will be paid or as otherwise provided in accordance with the normal payment dates specified for them herein. (d) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, all such payments shall be made on or before the last day of calendar year following the calendar year in which the expense occurred. In witness whereof, this Change of Control Agreement has been executed as of the date first set forth above. AVANIR Pharmaceuticals, Inc. By: /s/ XXXXX X. XXXXX, PH.D. Xxxxx X. Xxxxx Chairman, Compensation Committee Employee /s/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx (Print Name)

Section 409A Compliance. (a) This The parties agree that this Agreement is intended to comply with the requirements of Section 409A of the Code and the regulations and guidance promulgated thereunder (“"Section 409A”") or an exemption from Section 409A. The Company shall undertake to administer, interpret, and construe this Agreement in a manner that does not result in the imposition on Employee Executive of any additional tax, penalty, or interest under Section 409A. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “"separation from service” " within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “"termination,” “" "termination of employment” " or like terms shall mean “"separation from service.”" (c) Notwithstanding anything herein to the contrary, in the event that Employee Executive is a “"specified employee” " (within the meaning of that term under Section 409A(a)(2)(B409A) on the date of termination of Executive's employment with the Code, then with regard to any payment Company and the payments described in Section 6(d)(i) or the provision of any benefit (whether under this Agreement or otherwise) that is considered deferred compensation under Section 409A payable on account of a “separation from service,” and that is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise6(e), as applicable, to be paid within the extent necessary to avoid the imposition of excise taxes under Section 409A, such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the first six (6)-month period measured from months following the date of such “separation from service” termination of Employee or (B) the date of Employee’s death employment (the “Delay "Initial Payment Period”)") exceed the amount referenced in Treas. Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Regs. Section 6.13(c1.409A-1(b)(9)(iii)(A) (whether they the "Limit"), then (i) any portion of such payments that are payable during the Initial Payment Period that does not exceed the Limit shall be paid at the times set forth in Section 6(d)(i) or Section 6(e), as applicable, (ii) any portion of such payments that exceed the Limit (and would have otherwise been payable in a single sum or in installments in during the absence of such delayInitial Payment Period but for the Limit) shall be paid or reimbursed to Employee paid, in a lump sum without interestsum, on the first business day after the six-month anniversary of Executive's termination of employment and (iii) any remaining portion of such payments and benefits due under this Agreement that are payable after the Initial Payment Period shall be paid at the times set forth in Section 6(d)(i) or provided in accordance with the normal payment dates specified for them hereinSection 6(e), as applicable. (d) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A409A of the Code, all such payments shall be made on or before the last day of calendar year following the calendar year in which the expense occurred. In witness whereof, this Change of Control Agreement has been executed as of the date first set forth above. AVANIR Pharmaceuticals, Inc. By: /s/ XXXXX X. XXXXX, PH.D. Xxxxx X. Xxxxx Chairman, Compensation Committee Employee /s/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx (Print Name)."

Section 409A Compliance. (a) This Agreement is intended The parties believe that, if amounts are paid at the time or times indicated in this Agreement, the payments will not be required to comply with be delayed for six months under 409(a)(2)(B) of the requirements Internal Revenue Code of 1986, as amended (the “Code”). Notwithstanding anything to the contrary in this Agreement, however, if, at the time of the Executive’s “separation from service” within the meaning of Section 409A of the Code and Code, the regulations and guidance promulgated thereunder (Company determines that the Executive is a “specified employee” within the meaning of Section 409A”409A(a)(2)(B)(i) of the Code, then, to the extent any payment or an exemption from Section 409A. The Company shall undertake benefit that the Executive becomes entitled to administer, interpret, and construe under this Agreement in on account of the Executive’s separation from service would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a manner result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that does not result in is the imposition on Employee earlier of any additional tax, penalty(A) six months and one day after the Executive’s separation from service, or interest (B) the Executive’s death. (b) To the extent that any payment or benefit under or pursuant to this Agreement is payable upon the Executive’s termination of employment, then such payments or benefits shall be payable only upon the Executive’s “separation from service” to the extent necessary to comply with Section 409A. 409A of the Code. The determination of whether and when a “separation from service” has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A 1(h). Each payment made under this Agreement shall be treated as a separate payment for purposes of Section 409A.409A of the Code. (bc) A termination The parties intend that this Agreement will be administered in accordance with Section 409A of employment shall not be deemed to have occurred for purposes of the Code. To the extent that any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of ambiguous as to its compliance with Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (c) Notwithstanding anything herein to the contrary, in the event that Employee is a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code, then with regard to any payment or the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of any benefit (whether under the Code. The parties agree that this Agreement or otherwise) that is considered deferred compensation under may be amended, as reasonably requested by either party, and as may be necessary to comply fully with Section 409A payable on account of a “separation from service,” and that is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise), to the extent necessary to avoid the imposition of excise taxes under Section 409A, such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from Code and all related rules and regulations in order to preserve the date of such “separation from service” of Employee or (B) the date of Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 6.13(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Employee in a lump sum without interest, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them hereinhereunder. (d) With regard The Company makes no representation or warranty and shall have no liability to the Executive or any provision herein that provides for reimbursement other person if any provisions of costs and expenses or in-kind benefits, except as permitted by this Agreement are determined to constitute deferred compensation subject to Section 409A, all such payments shall be made on or before the last day of calendar year following the calendar year in which the expense occurred. In witness whereof, this Change of Control Agreement has been executed as 409A of the date first set forth above. AVANIR PharmaceuticalsCode but do not satisfy an exemption from, Inc. By: /s/ XXXXX X. XXXXXor the conditions of, PH.D. Xxxxx X. Xxxxx Chairman, Compensation Committee Employee /s/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx (Print Name)such Section.

Section 409A Compliance. (a) This Agreement It is intended to that this Agreement will comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the any regulations and guidance guidelines promulgated thereunder (collectively, “Section 409A”) or an exemption from Section 409A. The Company shall undertake ), to administer, interpretthe extent the Agreement is subject thereto, and construe this the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that does not result in preserves the imposition on Employee original intent of the parties to the extent reasonably possible. No action or failure to act pursuant to this Section 24 shall subject the Company to any additional taxclaim, penaltyliability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes, interest under or penalties pursuant to Section 409A. Each payment under this Agreement shall be treated as a separate payment for purposes 409A of Section 409A.the Code. (b) A termination of employment shall not be deemed to have occurred for purposes of Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed on the date of this Agreement providing for the payment of any amounts his or benefits upon or following a termination of employment unless such termination is also a her “separation from service” (within the meaning of Treas. Reg. Section 409A and, for purposes of any such provision of this Agreement, references 1.409A-1(h)) with the Company to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (c) Notwithstanding anything herein to the contrary, in the event that Employee is be a “specified employee” (within the meaning of that term under Treas. Reg. Section 409A(a)(2)(B) of the Code1.409A-1(i)), then with regard to any payment or the provision of any benefit (whether under this Agreement or otherwise) that is considered deferred compensation under Section 409A payable on account of a “separation from service,” and that is not exempt from required to be delayed pursuant to Section 409A as involuntary separation pay or a short-term deferral 409A(a)(2)(B) of the Code (or otherwiseafter taking into account any applicable exceptions to such requirement), to the extent necessary to avoid the imposition of excise taxes under Section 409A, such payment or benefit shall be made or provided at on the date which that is the earlier of (i) the expiration of the six (6)-month period measured from the date of such the Executive’s “separation from service,” of Employee or (Bii) the date of Employeethe Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 6.13(c) 24 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Employee the Executive in a lump sum without interest, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding any provision of this Agreement to the contrary, for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment, references to the Executive’s “termination of employment” (and corollary terms) with the Company shall be construed to refer to Executive’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. (dc) With regard respect to any provision herein that provides for reimbursement of costs and expenses or in-kind benefitsbenefit arrangements of the Company and its subsidiaries that constitute deferred compensation for purposes of Section 409A, except as otherwise permitted by Section 409A, all the following conditions shall be applicable: (i) the amount eligible for reimbursement, or in-kind benefits provided, under any such payments shall arrangement in one calendar year may not affect the amount eligible for reimbursement, or in-kind benefits to be provided, under such arrangement in any other calendar year (except that the health and dental plans may impose a limit on the amount that may be reimbursed or paid), (ii) any reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense occurredwas incurred, and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. In witness whereofWhenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., this Change “payment shall be made within thirty (30) days after termination of Control Agreement has been executed as employment”), the actual date of payment within the specified period shall be within the sole discretion of the date first set forth aboveCompany. AVANIR PharmaceuticalsWhenever payments under this Agreement are to be made in installments, Inc. By: /s/ XXXXX X. XXXXXeach such installment shall be deemed to be a separate payment for purposes of Section 409A. If, PH.D. Xxxxx X. Xxxxx Chairmanunder the terms of this Agreement, Compensation Committee Employee /s/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx (Print Name)it is possible for a payment that is subject to Section 409A to be made in two separate taxable years, payment shall be made in the later taxable year.

Section 409A Compliance. (a) The following rules shall apply, to the extent necessary, with respect to distribution of the payments and benefits, if any, to be provided to Chief Financial Officer, Corporate Secretary and Treasurer under this Agreement. This Agreement is intended to comply with the requirements of or be exempt from Section 409A of the Internal Revenue Code and the regulations and guidance promulgated thereunder of 1986, as amended (“Section 409A”) or an exemption from Section 409A. The Company shall undertake and the parties hereto agree to administer, interpret, apply and construe administer this Agreement in a the least restrictive manner that does not result necessary to comply therewith and without resulting in any increase in the imposition amounts owed hereunder by the Company. Subject to the provisions in this Section, the severance payments pursuant to this Agreement shall begin only upon the date of Chief Financial Officer, Corporate Secretary and Treasurer’s “separation from service” which occurs on Employee or after the date of any additional taxChief Financial Officer, penalty, or interest under Section 409A. Each payment Corporate Secretary and Treasurer’s termination of employment. It is intended that each installment of the severance payments and benefits provided under this Agreement shall be treated as a separate payment “payment” for purposes of Section 409A. (b) A termination 409A. If, as of employment shall not be deemed to have occurred for purposes the date of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a Chief Financial Officer, Corporate Secretary and Treasurer’s “separation from service” within from the meaning of Section 409A andCompany, for purposes of any such provision of this AgreementChief Financial Officer, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (c) Notwithstanding anything herein to the contrary, in the event that Employee Corporate Secretary and Treasurer is a “specified employee” (within the meaning of that term under Section 409A(a)(2)(B) 409A), then each installment of the Code, then with regard to severance payments (including any payment or the provision of any benefit (whether lump sum payments) and benefits due under this Agreement or otherwise) Agreement, that is considered deferred compensation under Section 409A payable on account of a “separation from service,” and that is would not otherwise be exempt from Section 409A as involuntary separation pay or (either pursuant to a short-term deferral (exception, the exception for separation pay upon an involuntary separation from service or otherwise), to above and that would, absent this subsection, be paid within the extent necessary to avoid the imposition of excise taxes under Section 409Asix-month period following Chief Financial Officer, such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such Corporate Secretary and Treasurer’s “separation from service” of Employee or (B) from the Company shall not be paid until the date of Employeethat is six months and one day after such separation from service (or, if earlier, Chief Financial Officer, Corporate Secretary and Treasurer’s death (death), with any such installments that are required to be delayed being accumulated during the “Delay Period”). Upon the expiration of the Delay Period, all payments six-month period and benefits delayed pursuant to this Section 6.13(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Employee in a lump sum without intereston the date that is six months and one day following Chief Financial Officer, Corporate Secretary and Treasurer’s separation from service and any remaining payments subsequent installments, if any, being paid in accordance with the dates and terms set forth herein. All reimbursements and in-kind benefits due provided under this Agreement shall be paid made or provided in accordance with the normal payment dates specified for them herein. (d) With regard requirements of Section 409A, to any provision herein the extent that provides for reimbursement of costs and expenses such reimbursements or in-kind benefits, except as permitted by benefits are subject to Section 409A, all such payments shall including, where applicable, the requirements that (i) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (ii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the calendar year in which the expense occurredis incurred and (iii) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. In witness whereofNotwithstanding anything herein to the contrary, the Company shall have no liability to Chief Financial Officer, Corporate Secretary and Treasurer or to any other person if the payments and benefits provided in this Change of Control Agreement has been executed as of the date first set forth above. AVANIR Pharmaceuticals, Inc. By: /s/ XXXXX X. XXXXX, PH.D. Xxxxx X. Xxxxx Chairman, Compensation Committee Employee /s/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx (Print Name)that are intended to be exempt from or compliant with Section 409A are not so exempt or compliant.

Section 409A Compliance. The parties intend that any severance or other compensation under this Agreement (aor under any plan or program maintained by Signet or the Company in which the Executive participates, including, without limitation, the Deferred Compensation Plan, LTIP, Short-Term Bonus, and Stock Options) This Agreement is intended to comply be paid in compliance with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations all regulations, guidance, and guidance promulgated other interpretative authority thereunder (“Section 409A”) such that there are no adverse tax consequences, interest, or an exemption from Section 409A. The Company shall undertake penalties as a result of the payments. To the extent permitted by law, the parties agree to administer, interpret, and construe modify this Agreement in a manner that does not result in to the imposition on Employee extent necessary to comply with Section 409A of the Code. Notwithstanding any additional taxprovision of the Agreement to the contrary, penalty, or interest under Section 409A. Each payment under this Agreement shall be treated as a separate payment for purposes (i) if at the time of Section 409A. (b) A the Executive's termination of employment shall not be deemed to have occurred for purposes with the Company the Executive is a “specified employee” as defined in Section 409A of the Code and related United States Department of Treasury guidance and the deferral of the commencement of any provision of this Agreement providing for the payment of any amounts payments or benefits upon or following otherwise payable hereunder as a result of such termination of employment unless is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then any member of the Signet Group shall defer the commencement of any such termination is also a payments or benefits (without any reduction in such payments or benefits ultimately paid or provided to the Executive) until the first business day following expiration of the 6 month period following the Executive's “separation from service” (within the meaning of Section 409A andof the Code) with the Company (or the earliest date as is permitted under Section 409A of the Code). For avoidance of doubt, for purposes in the event of any such provision of this Agreement, references a six month delay due to the Executive's status as a “terminationspecified employee,” “termination the payment due on the day following expiration of employment” or like terms shall mean the 6 month period following the Executive's “separation from service” shall contain all payments that otherwise would have been payable to the Executive during the six month delay as well as, to the extent applicable, the next regularly scheduled payment.” (ca) Notwithstanding anything herein Anything in this Agreement to the contrarycontrary notwithstanding and except as set forth in this Section 21, if in the event that Employee is a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code, then connection with regard to any payment or distribution by Signet or the provision Company to or for the benefit of any benefit the Executive (whether under paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”), the Executive is subject to, or is notified by the Internal Revenue Service that he is considered deferred compensation under or will be subject to, penalty taxes imposed by Section 409A payable on account of or if any interest or penalties are incurred by the Executive with respect to such penalty taxes (such penalty taxes together with any such interest and penalties, are hereinafter collectively referred to as the “Section 409A Tax”), then the Executive shall be entitled to receive an additional payment (a “separation from service,” and that is not exempt from Section 409A as involuntary separation pay or a shortGross-term deferral Up Payment”) in an amount such that after payment by the Executive of all Section 409A Tax and all income taxes (or otherwise)and any interest and penalties imposed with respect thereto) imposed upon the Section 409A Gross-Up Payment, the Executive retains an amount of the 409A Gross-Up Payment equal to the extent necessary Section 409A Tax imposed upon the Payment; provided, however, that the Company and Signet shall only be responsible to avoid make a Section 409A Gross-Up Payment with respect to the imposition of excise taxes under Section 409A, such payment 409A Tax if the Section 409A Tax relates to or benefit shall be made or provided at the date which is the earlier of results from (i) the expiration Company's or Signet's failure to operate a “nonqualified deferred compensation plan” (as such term is defined in Section 409A) (a “NQDC”) in compliance with Section 409A on and after January 1, 2005; or (ii) the lack of compliance of any Signet or Company NQDC document or documentation with Section 409A; or (iii) the payment or distribution by Signet or the Company (or by any Signet or Company NQDC) of any NQDC amount if such payment or distribution is not in compliance with Section 409A. For the avoidance of doubt, neither the Company nor Signet shall be responsible to make any Section 409A Gross-Up Payment if, (1) after a timely notice or request by the Company or Signet to the Executive, the Executive refuses or fails to make a timely election to alter the timing of payment or distribution or (2) the Executive in his capacity as Group Chief Executive of the six Company, causes the Company to take any action, or causes the Company to fail to take any action, which causes the Executive to be subject to a Section 409A Tax. (6)-month period measured b) Determinations required to be made under this Section 21 regarding the amount of the Section 409A Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by (i) a certified public accounting firm selected by the Executive and reasonably acceptable by the Company, or (ii) if the parties shall not have agreed upon an accounting firm within five (5) business days of receipt of notice from the date of Executive, by Ernst & Young (in either case, such “separation from service” of Employee or (B) the date of Employee’s death (firm selected being referred to as the “Delay PeriodAccounting Firm”). Upon ) which shall provide detailed supporting calculations both to the expiration Company and the Executive within thirty (30) business days of the Delay Periodreceipt of notice from the Executive that he is subject to a Section 409A Tax, all payments or such earlier time as is reasonably requested by the Company. All fees and benefits delayed expenses of the Accounting Firm shall be borne solely by the Company. Any Section 409A Gross-Up Payment, as determined pursuant to this Section 6.13(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) 21, shall be paid or reimbursed by the Company to Employee the Executive within thirty (30) days of the receipt of the Accounting Firm’s determination, but in a lump sum without interest, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (d) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, all such payments shall be made on or before no event later than the last day of calendar the year following the calendar year in which the expense occurredExecutive remits the related taxes. In witness whereof, this Change of Control Agreement has been executed as of Any determination by the date first set forth above. AVANIR Pharmaceuticals, Inc. By: /s/ XXXXX X. XXXXX, PH.D. Xxxxx X. Xxxxx Chairman, Compensation Committee Employee /s/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx (Print Name)Accounting Firm shall be binding upon the Company and the Executive,

Section 409A Compliance. (a) This Payments under this Agreement are designed to be made in a manner that is intended to comply exempt from or compliant with the requirements of Section 409A of the U.S. Internal Revenue Code (the “Code”) as a “short-term deferral,” and the regulations and guidance promulgated thereunder (“Section 409A”) or an exemption from Section 409A. The Company shall undertake to administer, interpret, and construe this Agreement in a manner that does not result in the imposition on Employee of any additional tax, penalty, or interest under Section 409A. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision provisions of this Agreement providing for will be administered, interpreted and construed accordingly (or disregarded to the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any extent such provision of cannot be so administered, interpreted, or construed). Notwithstanding anything to the contrary in this Agreement, references if, upon the advice of its counsel, the Company determines that the settlement of an RSU Share pursuant to a “termination,” “termination of employment” this Agreement is or like terms shall mean “separation from service.” (c) Notwithstanding anything herein may become subject to the contrary, in the event that Employee is a “specified employee” within the meaning of that term additional tax under Section 409A(a)(2)(B409A(a)(1)(B) of the Code, then with regard to Code or any payment other taxes or the provision of any benefit (whether under this Agreement or otherwise) that is considered deferred compensation penalties imposed under Section 409A payable on account of a (“separation from service,” and that 409A Taxes”) as applicable at the time such settlement is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise)otherwise required under this Agreement, then such payment may be delayed to the extent necessary to avoid 409A Taxes. In particular: (a) if the imposition Employee is a specified employee within the meaning of excise taxes under Section 409A409A(a)(2)(B)(i) of the Code on the date of the Employee’s “separation from service” (other than due to death) within the meaning of Section 1.409A-1(h) of the Treasury Regulations, such payment or benefit settlement shall be made or provided at the date which is delayed until the earlier of (i) the first business day following the expiration of the six (6)-month period measured months from the date of such “Employee’s separation from service” of Employee or , (Bii) the date of the Employee’s death death, or (iii) such earlier date as complies with the requirements of Section 409A (the “Settlement Delay Period”). Upon ; and (b) if all or any part of such RSU Share has been converted into cash pursuant to Section 4 hereof, then: (i) upon settlement of such RSU Share, such cash shall be increased by an amount equal to interest thereon for the expiration Settlement Delay Period at a rate equal to the 120-month rolling average yield to maturity of the index called the “Xxxxxxx Xxxxx U.S. Corporates, A Rated, 15+ Years Index” (or any successor index, or if neither exists, the most similar index which does exist) as of December 31 of the year preceding the year in which the Settlement Delay PeriodPeriod commences, all payments compounded annually; and (ii) the Company shall fund the payment of such cash to the Employee upon settlement of such RSU Share, including the interest to be paid with respect thereto (collectively, the “Delayed Cash Payment”), by establishing and benefits irrevocably funding a trust for the benefit of the Employee, but only if the establishment of such trust does not result in any taxes or penalties becoming due under Section 409A(b). Such trust shall be a grantor trust described in Section 671 of the U.S. Internal Revenue Code and intended not to cause tax to be incurred by the Employee until amounts are paid out from the trust to the Employee. The trust shall provide for distribution of amounts to the Employee in order to pay taxes, if any, that become due on the amounts as to which payment is being delayed during the Settlement Delay Period pursuant to this Section 6.13(c) (whether they would have otherwise been payable in a single sum or in installments in 19, but only to the absence extent permissible under Section 409A of the U.S. Internal Revenue Code without the imposition of 409A Taxes. The establishment and funding of such delay) trust shall be paid or reimbursed to Employee in a lump sum without interest, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with not affect the normal payment dates specified for them herein. (d) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, all such payments shall be made on or before the last day of calendar year following the calendar year in which the expense occurred. In witness whereof, this Change of Control Agreement has been executed as obligation of the date first set forth above. AVANIR Pharmaceuticals, Inc. By: /s/ XXXXX X. XXXXX, PH.D. Xxxxx X. Xxxxx Chairman, Compensation Committee Employee /s/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx (Print Name)Company to pay the Delayed Cash Payment pursuant to this Section 19.

Section 409A Compliance. (a) This The parties agree that this Agreement is intended to comply with the requirements of Section 409A of the Code and the regulations and guidance promulgated thereunder (“Section 409A”) or an exemption from Section 409A. The Company shall undertake to administer, interpret, and construe this Agreement in a manner that does not result in the imposition on Employee Executive of any additional tax, penalty, or interest under Section 409A. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” (c) Notwithstanding anything herein to the contrary, in the event that Employee Executive is a “specified employeeExecutive” (within the meaning of that term under Section 409A(a)(2)(B409A) on the date of termination of Executive’s employment with the Code, then with regard to any payment Company and the payments described in Section 6(d)(i) or the provision of any benefit (whether under this Agreement or otherwise) that is considered deferred compensation under Section 409A payable on account of a “separation from service,” and that is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise6(e), as applicable, to be paid within the extent necessary to avoid the imposition of excise taxes under Section 409A, such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from first 6 months following the date of such “separation from service” termination of Employee or (B) the date of Employee’s death employment (the “Delay Initial Payment Period”)) exceed the amount referenced in Treas. Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Regs. Section 6.13(c1,409A-l(b)(9)(iii)(A) (whether they the “Limit”), then (i) any portion of such payments that are payable during the Initial Payment Period that does not exceed the Limit shall be paid at the times set forth in Section 6(d)(i) or Section 6(e), as applicable, (ii) any portion of such payments that exceed the Limit (and would have otherwise been payable in a single sum or in installments in during the absence of such delayInitial Payment Period but for the Limit) shall be paid or reimbursed to Employee paid, in a lump sum without interestsum, on the first business day after the 6th month anniversary of Executive’s termination of employment, and (iii) any remaining portion of such payments and benefits due under this Agreement that are payable after the Initial Payment Period shall be paid at the times set forth in Section 6(d)(i) or provided in accordance with the normal payment dates specified for them hereinSection 6(e), as applicable. (d) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A409A of the Code, all such payments shall be made on or before the last day of calendar year following the calendar year in which the expense occurred. In witness whereof, this Change of Control Agreement has been executed as of the date first set forth above. AVANIR Pharmaceuticals, Inc. By: /s/ XXXXX X. XXXXX, PH.D. Xxxxx X. Xxxxx Chairman, Compensation Committee Employee /s/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx (Print Name).

Section 409A Compliance. (a) This To the extent applicable, this Agreement is intended to comply shall be interpreted and applied consistent and in accordance with the requirements of Section 409A of Internal Revenue Code of 1986, as amended (the Code “Code”) and the Department of Treasury regulations and other interpretive guidance promulgated issued thereunder (“Section 409A”) ). If, however, the parties determine that any compensation or an exemption from Section 409A. The Company shall undertake to administer, interpret, and construe this Agreement in a manner that does not result in the imposition on Employee of any additional tax, penalty, or interest under Section 409A. Each payment benefits payable under this Agreement may be or become subject to Section 409A, the parties shall cooperate to adopt such amendments to this Agreement or to adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take such other actions, as the parties determine to be treated as a separate payment for purposes necessary or appropriate to (i) exempt the compensation and benefits payable under this Agreement from Section 409A and/or preserve the intended tax treatment of such compensation and benefits, or (ii) comply with the requirements of Section 409A. (b) A Notwithstanding any provision to the contrary in the Agreement, in order to be eligible to receive any termination benefits under this Agreement that are deemed deferred compensation subject to Section 409A of the Code, Employee’s termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also must constitute a “separation from service” within the meaning of Treas. Reg. Section 409A 1.409A-1(h) (a “Separation from Service”) and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation Separation from serviceService.” (c) Notwithstanding anything herein to the contrary, in the event that if Employee is deemed at the time of termination of employment with the Company to be a “specified employee” within the meaning for purposes of that term under Section 409A(a)(2)(B409A(a)(2)(B)(i) of the Code, then with regard to any payment or the provision of any benefit (whether under this Agreement or otherwise) that is considered deferred compensation under Section 409A payable on account of a “separation from service,” and that is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise), to the extent necessary delayed commencement of any portion of the termination benefits to which Employee is entitled under the Agreement is required in order to avoid the imposition of excise taxes a prohibited distribution under Section 409A409A(a)(2)(B)(i) of the Code, such payment or benefit portion of termination benefits shall not be made or provided at the date which is to Employee prior to the earlier of (i) the expiration of the six (6)-month six-month period measured from the date of such “separation the Employee’s Separation from service” of Employee Service with the Company or (Bii) the date of Employee’s death (the “Delay Period”)death. Upon the expiration earlier of the Delay Periodsuch dates, all payments and benefits delayed deferred pursuant to this Section 6.13(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Employee in a lump sum without interestto Employee, and any remaining payments and benefits due under this the Agreement shall be paid or as otherwise provided herein. The determination of whether Employee is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of the Separation from Service shall made by the Company in accordance with the normal payment dates specified for them hereinterms of Section 409A of the Code and applicable guidance thereunder (including without limitation Treas. Reg. Section 1.409A-1(i) and any successor provision thereto). (d) With regard Notwithstanding the foregoing or any other provisions of the Agreement, Employee and the Company agree that, for purposes of the limitations on nonqualified deferred compensation under Section 409A of the Code, each payment of compensation under the Agreement shall be treated as a right to any provision receive a series separate and distinct payments of compensation for purposes of applying the Section 409A of the Code. (e) Notwithstanding anything herein to the contrary, to the extent that provides for reimbursement of costs and expenses reimbursements or other in-kind benefits, except as permitted by benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Section 409A, (i) all such payments expenses or other reimbursements hereunder shall be made on or before prior to the last day of calendar the taxable year following the calendar taxable year in which such expenses were incurred by Employee, (ii) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expense occurred. In witness whereofexpenses eligible for reimbursement, this Change of Control Agreement has been executed as of the date first set forth above. AVANIR Pharmaceuticalsor in-kind benefits to be provided, Inc. By: /s/ XXXXX X. XXXXX, PH.D. Xxxxx X. Xxxxx Chairman, Compensation Committee Employee /s/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx (Print Name)in any other taxable year.

Section 409A Compliance. (a) This Payments under this Agreement are designed to be made in a manner that is intended to comply exempt from or compliant with the requirements of Section 409A of the U.S. Internal Revenue Code (the “Code”) as a “short-term deferral,” and the regulations and guidance promulgated thereunder (“Section 409A”) or an exemption from Section 409A. The Company shall undertake to administer, interpret, and construe this Agreement in a manner that does not result in the imposition on Employee of any additional tax, penalty, or interest under Section 409A. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision provisions of this Agreement providing for will be administered, interpreted and construed accordingly (or disregarded to the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any extent such provision of cannot be so administered, interpreted, or construed). Notwithstanding anything to the contrary in this Agreement, references if, upon the advice of its counsel, the Company determines that the settlement of an RSU Share pursuant to a “termination,” “termination of employment” this Agreement is or like terms shall mean “separation from service.” (c) Notwithstanding anything herein may become subject to the contrary, in the event that Employee is a “specified employee” within the meaning of that term additional tax under Section 409A(a)(2)(B409A(a)(1)(B) of the Code, then with regard to Code or any payment other taxes or the provision of any benefit (whether under this Agreement or otherwise) that is considered deferred compensation penalties imposed under Section 409A payable on account of a (“separation from service,” and that 409A Taxes”) as applicable at the time such settlement is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise)otherwise required under this Agreement, then such payment may be delayed to the extent necessary to avoid 409A Taxes. In particular: (a) if the imposition Employee is a specified employee within the meaning of excise taxes under Section 409A409A(a)(2)(B)(i) of the Code on the date of the Employee's “separation from service” (other than due to death) within the meaning of Section 1.409A-1(h) of the Treasury Regulations, such payment or benefit settlement shall be made or provided at the date which is delayed until the earlier of (i) the first business day following the expiration of the six (6)-month period measured months from the date of such “Employee's separation from service” of Employee or , (Bii) the date of the Employee’s death 's death, or (iii) such earlier date as complies with the requirements of Section 409A (the “Settlement Delay Period”). Upon ; and (b) if all or any part of such RSU Share has been converted into cash pursuant to Section 7 hereof, then: (i) upon settlement of such RSU Share, such cash shall be increased by an amount equal to interest thereon for the expiration Settlement Delay Period at a rate equal to the 120-month rolling average yield to maturity of the index called the “Xxxxxxx Xxxxx U.S. Corporates, A Rated, 15+ Years Index” (or any successor index, or if neither exists, the most similar index which does exist) as of December 31 of the year preceding the year in which the Settlement Delay PeriodPeriod commences, all payments compounded annually; and (ii) the Company shall fund the payment of such cash to the Employee upon settlement of such RSU Share, including the interest to be paid with respect thereto (collectively, the “Delayed Cash Payment”), by establishing and benefits irrevocably funding a trust for the benefit of the Employee, but only if the establishment of such trust does not result in any taxes or penalties becoming due under Section 409A(b). Such trust shall be a grantor trust described in Section 671 of the U.S. Internal Revenue Code and intended not to cause tax to be incurred by the Employee until amounts are paid out from the trust to the Employee. The trust shall provide for distribution of amounts to the Employee in order to pay taxes, if any, that become due on the amounts as to which payment is being delayed during the Settlement Delay Period pursuant to this Section 6.13(c) (whether they would have otherwise been payable in a single sum or in installments in 18, but only to the absence extent permissible under Section 409A of the U.S. Internal Revenue Code without the imposition of 409A Taxes. The establishment and funding of such delay) trust shall be paid or reimbursed to Employee in a lump sum without interest, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with not affect the normal payment dates specified for them herein. (d) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, all such payments shall be made on or before the last day of calendar year following the calendar year in which the expense occurred. In witness whereof, this Change of Control Agreement has been executed as obligation of the date first set forth above. AVANIR Pharmaceuticals, Inc. By: /s/ XXXXX X. XXXXX, PH.D. Xxxxx X. Xxxxx Chairman, Compensation Committee Employee /s/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx (Print Name)Company to pay the Delayed Cash Payment pursuant to this Section 18.

Section 409A Compliance. (a) This Agreement is intended To the extent that any Severance Payments or other benefits to comply with the requirements of you constitute “non-qualified deferred compensation” under Section 409A of the Internal Revenue Code and of 1986 (as amended or replaced) (the regulations and guidance promulgated thereunder (“Section 409ACode”) or an exemption from Section 409A. The Company shall undertake to administer), interpret, and construe this Agreement in a manner that does not result in the imposition on Employee of any additional tax, penalty, or interest under Section 409A. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts then such Severance Payments or benefits shall begin only upon or following a termination after the date of employment unless such termination is also a your “separation from service” (within the meaning of Section 409A andof the Code), for purposes which may occur on or after the date of the termination of your employment. Neither the Company nor you shall have the right to accelerate or defer the delivery of any such provision payments except to the extent specifically permitted or required by Section 409A. Xxxxxx X. Xxxxxxxx March 7, 2013 Anything to the contrary notwithstanding, if at the time of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “the your separation from service.” (c) Notwithstanding anything herein to service within the contrarymeaning of Section 409A of the Code, in the event Company determines that Employee is you are a “specified employee” within the meaning of that term under Section 409A(a)(2)(B409A(a)(2)(B)(i) of the Code, then with regard to the extent any payment or the provision of any benefit (whether that you become entitled to under this Agreement or otherwise) that is on account of your separation from service would be considered deferred compensation under Section 409A payable on account of a “separation from service,” and that is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise), otherwise subject to the extent necessary 20% additional tax imposed pursuant to avoid Section 409A(a) of the imposition Code as a result of excise taxes under the application of Section 409A409A(a)(2)(B)(i) of the Code, such payment or shall not be payable and such benefit shall not be made or provided at until the date which that is the earlier of (i) six months and one day after your separation from service, or (ii) the expiration your death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the six (6)-month period measured from the date installments shall be payable in accordance with their original schedule. The determination of such whether and when your “separation from service” of Employee or (B) from the date of Employee’s death (Company has occurred shall be made in a manner consistent with, and based on the “Delay Period”presumptions set forth in, Treasury Regulation Section 1.409A-l(h). Upon Solely for purposes of this Section, “Company” shall include all persons with whom the expiration Company would be considered a single employer under Sections 414(b) and 414(c) of the Delay Period, all payments Code. All reimbursements and in-kind benefits delayed pursuant to this Section 6.13(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Employee in a lump sum without interest, and any remaining payments and benefits due provided under this Agreement shall be paid made or provided in accordance with the normal payment dates specified for them herein. (d) With regard requirements of Section 409A to any provision herein the extent that provides for reimbursement of costs and expenses such reimbursements or in-kind benefits, except benefits are subject to Section 409A. The parties intend that this Agreement will be administered in accordance with Section 409A. To the extent that any provision of this Agreement is ambiguous as permitted by to its compliance with Section 409A, all such payments the provision shall be made on read in such a manner so that all payments hereunder comply with Section 409A. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. The Company shall have no liability to you or before the last day to any other person if any provisions of calendar year following the calendar year in which the expense occurred. In witness whereof, this Change of Control Agreement has been executed as of the date first set forth above. AVANIR Pharmaceuticals, Inc. By: /s/ XXXXX X. XXXXX, PH.D. Xxxxx X. Xxxxx Chairman, Compensation Committee Employee /s/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx (Print Name)that are intended to be exempt from or compliant with Section 409A are not so exempt or compliant.

Section 409A Compliance. The Company is not a party to any contract, plan, program, agreement, or arrangement that is a “nonqualified deferred compensation plan” subject to Section 409A of the Code. Each Company Employee Plan or other contract, plan, program, agreement, or arrangement that is a “nonqualified deferred compensation plan” (awithin the meaning of Section 409A(d)(1) This Agreement is intended of the Code) has (i) been maintained and operated since January 1, 2005 in good faith compliance with Section 409A of the Code, and all applicable regulations and IRS guidance promulgated thereunder so as to comply avoid any Tax, penalty or interest under Section 409A of the Code and, as to any such plan in existence prior to January 1, 2005, has not been “materially modified” (within the meaning of IRS Notice 2005-1) at any time after October 3, 2004 or has been amended in a manner that conforms with the requirements of Section 409A of the Code, and (ii) since January 1, 2009, been in documentary and operational compliance, in all material respects, with Section 409A of the Code and the all applicable regulations and IRS guidance promulgated thereunder (“thereunder, except as has been amended to comply with Section 409A”) or an exemption from Section 409A. The Company shall undertake to administer, interpret, and construe this Agreement 409A of the Code in a manner that does has not, and would not reasonably be likely to, result in liability to the imposition on Company, Surviving Corporation or Parent. No additional Tax under Section 409A(a)(1)(B) of the Code has been or is reasonably expected to be incurred by a participant in any such Company Employee of any additional taxPlan or other contract, penaltyplan, program, agreement, or interest under Section 409A. Each payment under this Agreement shall be treated as arrangement. Neither the Company nor any Subsidiary is a separate payment for purposes of Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of party to, or otherwise obligated under, any provision of this Agreement providing contract, agreement, plan or arrangement that provides for the payment gross-up of Taxes imposed by Section 409A(a)(1)(B) of the Code. No Company Option or other right to acquire Company Common Stock or other equity of the Company or any amounts Subsidiary (i) has an exercise price that was less than the fair market value of the underlying equity securities as of the date such Company Option or benefits upon other right was granted as determined by the Board of Directors of the Company in good faith and in compliance with the relevant regulations and IRS guidance in effect on the date of grant (including, without limitation, IRS Notice 2005-1 and Section 1. 409A-1(b)(5)(iv) of the Treasury Regulations), (ii) has any feature for the deferral of compensation other than the deferral of recognition of income until the later of exercise or following a termination disposition of employment unless such termination Company Option or right, (iii) has been granted after December 31, 2004, with respect to any class of capital stock of the Company or any Subsidiary that is also a not “separation from serviceservice recipient stock” (within the meaning of applicable regulations under Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (c) Notwithstanding anything herein to the contrary, in the event that Employee is a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code, then with regard to any payment or the provision of any benefit (whether under this Agreement or otherwise) that is considered deferred compensation under Section 409A payable on account of a “separation from service,” and that is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise), to the extent necessary to avoid the imposition of excise taxes under Section 409A, such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Employee or (Biv) the date of Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant has failed to this Section 6.13(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Employee in a lump sum without interest, and any remaining payments and benefits due under this Agreement shall be paid or provided properly accounted for in accordance with GAAP in the normal payment dates specified for them hereinFinancial Statements. (d) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, all such payments shall be made on or before the last day of calendar year following the calendar year in which the expense occurred. In witness whereof, this Change of Control Agreement has been executed as of the date first set forth above. AVANIR Pharmaceuticals, Inc. By: /s/ XXXXX X. XXXXX, PH.D. Xxxxx X. Xxxxx Chairman, Compensation Committee Employee /s/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx (Print Name)

Section 409A Compliance. (a) This Agreement It is intended that all of the benefits and payments payable under this Agreement or otherwise to comply the Executive satisfy, to the greatest extent possible, the exemptions from the application of Internal Revenue Code Section 409A provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement and all other arrangements with the requirements Executive that are taxable in the United States will be construed to the greatest extent possible as consistent with those provisions. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Code and the regulations and guidance promulgated thereunder (“Section 409A”) or an exemption from Section 409A. The Company shall undertake Executive’s right to administer, interpret, and construe this Agreement in a manner that does not result in the imposition on Employee of receive any additional tax, penalty, or interest under Section 409A. Each payment installment payments under this Agreement shall (whether severance payments, reimbursements or otherwise) and any other agreement or arrangement with the Company will be treated as a right to receive a series of separate payments and, accordingly, each installment payment for purposes of Section 409A. (b) A termination of employment shall not hereunder will at all times be deemed to have occurred for purposes of considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed by the Company at the time of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a his “separation from service” within the meaning of (as defined under Treasury Regulation Section 409A and1.409A-1(h) without regard to any alternative definition thereunder, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation Separation from service.Service” (c) Notwithstanding anything herein to the contrary, in the event that Employee is be a “specified employee” within the meaning for purposes of that term under Section 409A(a)(2)(B) 409A(a)(2)(B)(i), and if any of the Code, then payments upon Separation from Service set forth herein and/or under any other agreement with regard the Company are deemed to any payment or the provision of any benefit (whether under this Agreement or otherwise) that is considered be “deferred compensation under Section 409A payable on account of a “separation from servicecompensation,” and that is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise), then to the extent necessary delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) and the imposition of excise taxes related adverse taxation under Section 409A, such payment or benefit shall payments will not be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Employee or (B) the date of Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 6.13(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Employee in a lump sum without interest, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (d) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, all such payments shall be made on or before the last day of calendar year following the calendar year in which the expense occurred. In witness whereof, this Change of Control Agreement has been executed as of the date first set forth above. AVANIR Pharmaceuticals, Inc. By: /s/ XXXXX X. XXXXX, PH.D. Xxxxx X. Xxxxx Chairman, Compensation Committee Employee /s/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx (Print Name)the

Section 409A Compliance. (a) This To the extent applicable, this Agreement is intended shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder. To the maximum extent permitted by applicable law, amounts payable to comply the Executive pursuant to Sections 7 and 8 shall be made in reliance upon Treasury Regulation Section 1.409A-1(b)(9) (with the requirements respect to separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (with respect to short-term deferrals). (b) For purposes of Section 409A of the Code and (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the regulations and guidance promulgated thereunder (“Section 409A”) or an exemption from Section 409A. The Company shall undertake Executive’s right to administer, interpret, and construe this Agreement in a manner that does not result in receive the imposition on Employee of any additional tax, penalty, or interest under Section 409A. Each payment under this Agreement foregoing payments shall be treated as a right to receive a series of separate payment for purposes of Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A payments and, for purposes of any such provision of this Agreementaccordingly, references to each installment payment shall at all times be considered a “termination,” “termination of employment” or like terms shall mean “separation from serviceseparate and distinct payment.” (c) Notwithstanding anything herein to the contrary, to the extent any payments to the Executive pursuant to Sections 7, 8 or otherwise hereunder are treated as non-qualified deferred compensation subject to Section 409A of the Code, then (i) to the extent required by Section 409A of the Code, no amount shall be payable pursuant to such section unless the Executive’s termination of employment constitutes a “separation from service” with the Company (as such term is defined in Treasury Regulation Section 1.409A-1(h) and any successor provision thereto) (a “Separation from Service”), and (ii) if the event Executive, at the time of his or her Termination, is determined by the Company to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code and the Company determines that Employee delayed commencement of any portion of the termination benefits payable to the Executive pursuant to this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code (any such delayed commencement, a “Payment Delay”), then such portion of the Executive’s termination benefits described in Sections 7, 8 or otherwise shall not be provided to the Executive prior to the earlier of (A) the expiration of the six-month period measured from the date of the Executive’s Separation from Service, (B) the date of the Executive’s death or (C) such earlier date as is permitted under Section 409A of the Code. Upon the expiration of the applicable Section 409A(a)(2)(B)(i) of the Code deferral period, all payments deferred pursuant to a Payment Delay shall be paid in a lump sum to the Executive within thirty (30) days following such expiration, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. The determination of whether the Executive is a “specified employee” within the meaning for purposes of that term under Section 409A(a)(2)(B409A(a)(2)(B)(i) of the Code, then with regard to any payment or the provision of any benefit (whether under this Agreement or otherwise) that is considered deferred compensation under Section 409A payable on account of a “separation from service,” and that is not exempt from Section 409A Code as involuntary separation pay or a short-term deferral (or otherwise), to the extent necessary to avoid the imposition of excise taxes under Section 409A, such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured time of his or her Separation from Service shall made by the date of such “separation from service” of Employee or (B) the date of Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 6.13(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Employee in a lump sum without interest, and any remaining payments and benefits due under this Agreement shall be paid or provided Company in accordance with the normal payment dates specified for them herein. (d) With regard to any provision herein that provides for reimbursement terms of costs and expenses or in-kind benefits, except as permitted by Section 409A, all such payments shall be made on or before the last day of calendar year following the calendar year in which the expense occurred. In witness whereof, this Change of Control Agreement has been executed as 409A of the date first set forth above. AVANIR Pharmaceuticals, Inc. By: /s/ XXXXX X. XXXXX, PH.D. Xxxxx X. Xxxxx Chairman, Compensation Committee Employee /s/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx Code and applicable guidance thereunder (Print Nameincluding without limitation Treasury Regulation Section 1.409A-1(i) and any successor provision thereto).

Section 409A Compliance. (a) This Agreement The following rules shall apply, to the extent necessary, with respect to distribution of the payments and benefits, if any, to be provided to the Executive under this Agreement. 11.1.1. It is intended to comply with the requirements of Section 409A that each installment of the Code severance payments and the regulations and guidance promulgated thereunder (“Section 409A”) or an exemption from Section 409A. The Company shall undertake to administer, interpret, and construe this Agreement in a manner that does not result in the imposition on Employee of any additional tax, penalty, or interest under Section 409A. Each payment benefits provided under this Agreement shall be treated as a separate payment “payment” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, and the guidance issued thereunder (“Section 409A”). Neither the Executive nor the Company shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (b) A termination 11.1.2. If, as of employment shall not be deemed to have occurred for purposes the date of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a Executive’s “separation from service” from the Company, the Executive is not a “specified employee” (within the meaning of Section 409A and409A), for purposes then each installment of any such provision of the severance payments shall be made as set forth in this Agreement. 11.1.3. If, references to a “termination,” “termination as of employment” or like terms shall mean the date of the Executive’s “separation from service.” (c) Notwithstanding anything herein to ” from the contraryCompany, in the event that Employee Executive is a “specified employee” (within the meaning of that term under Section 409A(a)(2)(B) 409A), then: 11.1.3.1. Each installment of the Code, then with regard to any payment or the provision of any benefit (whether severance payments due under this Agreement or otherwise) that is considered deferred compensation under Section 409A payable on account that, in accordance with the dates and terms set forth herein, will in all circumstances, regardless of a “when the separation from service,” and that is not exempt from service occurs, be paid within the short-term deferral period (as defined in Section 409A 409A) shall be treated as involuntary separation pay or a short-term deferral (or otherwise), within the meaning of Treasury Regulation Section 1.409A-1(b)(4) to the maximum extent necessary to avoid the imposition of excise taxes permissible under Section 409A, such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration ; and 11.1.3.2. Each installment of the six (6)-month severance payments due under this Agreement that is not described in Section 11.1.3.1 above and that would, absent this subsection, be paid within the six-month period measured from following the date of such Executive’s “separation from service” of Employee or (B) from the Company shall not be paid until the date of Employeethat is six months and one day after such separation from service (or, if earlier, the Executive’s death (death), with any such installments that are required to be delayed being accumulated during the “Delay Period”). Upon the expiration of the Delay Period, all payments six-month period and benefits delayed pursuant to this Section 6.13(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Employee in a lump sum without interest, on the date that is six months and one day following the Executive’s separation from service and any remaining subsequent installments, if any, being paid as set forth herein; provided, however, that the preceding provisions of this sentence shall not apply to any installment of severance payments and benefits due if and to the maximum extent that such installment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the application of Treasury Regulation 1.409A-1(b)(9)(iii) (relating to separation pay upon an involuntary separation from service). Any installments that qualify for the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) must be paid no later than the last day of the second taxable year following the taxable year in which the separation from service occurs. 11.1.4. The determination of whether and when the Executive’s separation from service from the Company has occurred shall be made in a manner consistent with, and based on the presumptions set forth in, Treasury Regulation Section 1.409A-1(h). 11.1.5. All reimbursements and in-kind benefits provided under this Agreement shall be paid made or provided in accordance with the normal payment dates specified for them herein. (d) With regard requirements of Section 409A to any provision herein the extent that provides for reimbursement of costs and expenses such reimbursements or in-kind benefits, except as permitted by benefits are subject to Section 409A, all such payments shall including, where applicable, the requirements that (i) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (ii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the calendar year in which the expense occurred. In witness whereof, this Change of Control Agreement has been executed as of is incurred and (iii) the date first right to reimbursement is not subject to set forth above. AVANIR Pharmaceuticals, Inc. By: /s/ XXXXX X. XXXXX, PH.D. Xxxxx X. Xxxxx Chairman, Compensation Committee Employee /s/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx (Print Name)off or liquidation or exchange for any other benefit.

Section 409A Compliance. (a) This The payments and benefits payable pursuant to this Agreement is are intended either to comply with the requirements of be exempt from Internal Revenue Section 409A of the Code and the regulations and guidance promulgated thereunder (“Section 409A”) as payments that would fall within the “short-term deferral period” within the meaning of Treasury Regulation Section 1.409A-1(b)(4) or an exemption from to comply with the provisions of Section 409A. The Company This Agreement shall undertake be interpreted to administer, interpret, and construe this Agreement in a manner that does not result in the imposition on Employee of avoid any additional tax, penalty, penalty or interest sanctions under Section 409A. Each payment under this Agreement Accordingly, all provisions herein, or incorporated by reference, shall be construed and interpreted to the maximum extent permitted to be exempt from or compliant with Section 409A and, if necessary, any such provision shall be deemed amended to comply with Section 409A and regulations thereunder. In connection therewith: i. It is intended that each installment of the payments and benefits hereunder shall be treated as a separate payment “payment” for purposes of Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of ii. To the extent that payments and benefits under this Agreement providing for are deferred compensation subject to Section 409A and are contingent upon Executive’s taking any employment-related action, including without limitation execution (and non-revocation) of another agreement, such as a release agreement, and the payment of any period within which such action(s) may be taken by Executive would begin in one calendar year and expire in the following calendar year, then such amounts or benefits upon or shall be paid in such following a termination calendar year. iii. If as of employment unless such termination is also a “separation from service” within the meaning of Section 409A andSeparation Date, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (c) Notwithstanding anything herein to the contrary, in the event that Employee Executive is a “specified employee” (within the meaning of that term under Section 409A(a)(2)(B) of the Codeor any successor provision thereto), then with regard to any payment or the provision of any benefit (whether under this Agreement or otherwise) that is considered subject to Section 409A as deferred compensation under Section 409A payable on account and is due upon or as a result of a Executive’s “separation from service,” and that is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise), to the extent necessary to avoid the imposition of excise taxes notwithstanding any contrary provision under Section 409Athis Agreement, such payment or benefit shall not be made or provided at provided, to the extent making or providing such payment or benefit would result in additional taxes or interest under Section 409A, until the date which with is the earlier of (iA) the expiration of the six (6)-month period measured from the date of such “separation from service,” of Employee or and (B) the date of EmployeeExecutive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 6.13(c) section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Employee Executive in a lump sum without interestlump-sum, and any remaining payments and benefits benefit due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them hereinin this Agreement. (d) With regard iv. While this Agreement is intended to any provision herein that provides for reimbursement of costs and expenses be exempt from or in-kind benefits, except as permitted by compliant with Section 409A, all such payments shall be neither SecureWorks nor the Company makes or has made on any representation, warranty or before the last day guarantee of calendar year following the calendar year in which the expense occurred. In witness whereofany federal, state or local tax consequences of Executive’s entitlements under this Change of Control Agreement has been executed as of the date first set forth above. AVANIR PharmaceuticalsAgreement, Inc. By: /s/ XXXXX X. XXXXXincluding, PH.D. Xxxxx X. Xxxxx Chairmanbut not limited to, Compensation Committee Employee /s/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx (Print Name)under Section 409A.

Section 409A Compliance. (a) This The Parties agree that this Agreement is intended to comply with the requirements of Section 409A of the Code and the regulations and guidance promulgated thereunder (“Section 409A”) or an exemption from Section 409A. The Company shall undertake to administer, interpret, and construe this Agreement in a manner that does not result in the imposition on Employee Executive of any additional tax, penalty, or interest under Section 409A. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (c) Notwithstanding anything herein to the contrary, in the event that Employee Executive is a “specified employee” (within the meaning of that term under Section 409A(a)(2)(B409A) on the date of termination of Executive’s employment with the CodeCompany and the payments described in Section 6(d)(i) or Section 6(e), as applicable, to be paid within the first six (6) months following the date of such termination of employment (the “Initial Payment Period”) exceed the amount referenced in Treas. Regs. Section 1.409A-1(b)(9)(iii)(A) (the “Limit”), then with regard to any payment or the provision of any benefit (whether under this Agreement or otherwise) that is considered deferred compensation under Section 409A payable on account of a “separation from service,” and that is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise), to the extent necessary to avoid the imposition of excise taxes under Section 409A, such payment or benefit shall be made or provided at the date which is the earlier of (i) any portion of such payments that are payable during the expiration Initial Payment Period that does not exceed the Limit shall be paid at the times set forth in Section 6(d)(i) or Section 6(e), as applicable, (ii) any portion of such payments that exceed the Limit (and would have been payable during the Initial Payment Period but for the Limit) shall be paid, in lump sum, on the first (1st) business day after the six (6)-month period measured from the date anniversary of Executive’s termination of employment, and (iii) any portion of such “separation from service” of Employee or (B) payments that are payable after the date of Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 6.13(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) Initial Payment Period shall be paid at the times set forth in Section 6(d)(i) or reimbursed to Employee in a lump sum without interestSection 6(e), and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them hereinas applicable. (d) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A409A of the Code, all such payments shall be made on or before the last day of calendar year following the calendar year in which the expense occurred. In witness whereof, this Change of Control Agreement has been executed as of the date first set forth above. AVANIR Pharmaceuticals, Inc. By: /s/ XXXXX X. XXXXX, PH.D. Xxxxx X. Xxxxx Chairman, Compensation Committee Employee /s/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx (Print Name).

Section 409A Compliance. (a) This Agreement It is intended that any benefits under this Agreement satisfy, to comply with the requirements greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code and the regulations and guidance promulgated thereunder of 1986, as amended (“Section 409A”) or an exemption from Section 409A. The Company shall undertake to administer), interpretprovided under Treasury Regulations Sections 1.409A-1(b)(4), and construe 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that does not result in the imposition on Employee of any additional tax, penalty, or interest under complies with Section 409A. Each payment For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment for purposes of Section 409A. (b) A termination of employment hereunder shall not at all times be deemed to have occurred for purposes of considered a separate and distinct payment. Notwithstanding any provision of this Agreement providing for to the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of contrary in this Agreement, references if Executive is deemed by the Company at the time of termination to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (c) Notwithstanding anything herein to the contrary, in the event that Employee is be a “specified employee” within the meaning for purposes of that term under Section 409A(a)(2)(B) 409A(a)(2)(B)(i), and if any of the Code, then with regard payments set forth herein are deemed to any payment or the provision of any benefit (whether under this Agreement or otherwise) that is considered be “deferred compensation under Section 409A payable on account of a “separation from servicecompensation,” and that is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise), then to the extent necessary delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) and the imposition of excise taxes related adverse taxation under Section 409A, such payment or benefit payments shall not be made or provided at prior to the date which is the earlier earliest of (i) the expiration of the six (6)-month six-month period measured from the date of such “separation from service” of Employee or termination, (Bii) the date of EmployeeExecutive’s death or (iii) such earlier date as permitted under Section 409A without the “Delay Period”)imposition of adverse taxation. Upon the first business day following the expiration of the Delay Periodsuch period, all payments and benefits delayed deferred pursuant to this Section 6.13(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) paragraph shall be paid or reimbursed to Employee in a lump sum without interestsum, and any remaining payments and benefits due under this Agreement shall be paid or as otherwise provided in accordance with the normal payment dates specified for them herein. (d) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, all such payments . No interest shall be made due on or before the last day of calendar year following the calendar year in which the expense occurred. In witness whereof, this Change of Control Agreement has been executed as of the date first set forth above. AVANIR Pharmaceuticals, Inc. By: /s/ XXXXX X. XXXXX, PH.D. Xxxxx X. Xxxxx Chairman, Compensation Committee Employee /s/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx (Print Name)any amounts so deferred.

Section 409A Compliance. (a) This Agreement is intended Notwithstanding anything to comply with the requirements of Section 409A of the Code contrary set forth herein, any payments and the regulations and guidance promulgated thereunder (“Section 409A”) or an exemption from Section 409A. The Company shall undertake to administer, interpret, and construe this Agreement in a manner that does not result in the imposition on Employee of any additional tax, penalty, or interest under Section 409A. Each payment benefits provided under this Agreement shall be treated as a separate payment for purposes of Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a 4 that constitute “separation from servicedeferred compensation” within the meaning of Section 409A and, for purposes of the Internal Revenue Code and the regulations and other guidance thereunder and any such provision state law of this Agreement, references to a similar effect (collectively “termination,” “Section 409A”) will not commence in connection with Executive’s termination of employment” or like terms shall mean employment unless and until Executive has also incurred a “separation from service.” (as such term is defined in Treasury Regulation Section 1.409A-1(h) (a “Separation From Service” ), unless the Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under Section 409A. The parties intend that each installment of the payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, the parties intend that payments described in Sections 4.5.2, 4.5.3, and 4.5.4 (cthe “Separation Benefits”) Notwithstanding anything herein satisfy, to the contrarygreatest extent possible, in the event exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if the Company determines that Employee is the Separation Benefits constitute “deferred compensation” under Section 409A and Executive is, on the termination of service, a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the CodeCompany or any successor entity thereto, then with regard to any payment or the provision of any benefit (whether under this Agreement or otherwise) that as such term is considered deferred compensation under defined in Section 409A payable on account of a “separation from service,” and that is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise)409A, then, solely to the extent necessary to avoid the imposition incurrence of excise taxes the adverse personal tax consequences under Section 409A, such payment or benefit shall the timing of the Separation Benefits will be made or provided at the date which is delayed until the earlier of to occur of: (i) the expiration of the date that is six (6)-month period measured from the date of such “separation from service” of Employee months and one day after Executive’s Separation From Service, or (Bii) the date of EmployeeExecutive’s death (such applicable date, the “Delay PeriodSpecified Employee Initial Payment Date”). Upon , the expiration Company (or the successor entity thereto, as applicable) will (A) pay to Executive a lump sum amount equal to the sum of the Delay Period, all payments and benefits Separation Benefits that Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the Separation Benefits had not been so delayed pursuant to this Section 6.13(cand (B) (whether they would have otherwise been payable in a single sum or in installments in commence paying the absence balance of such delay) shall be paid or reimbursed to Employee in a lump sum without interest, and any remaining payments and benefits due under this Agreement shall be paid or provided the Separation Benefits in accordance with the normal applicable payment dates specified for them herein. (d) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, all such payments shall be made on or before the last day of calendar year following the calendar year in which the expense occurred. In witness whereof, this Change of Control Agreement has been executed as of the date first schedules set forth above. AVANIR Pharmaceuticals, Inc. By: /s/ XXXXX X. XXXXX, PH.D. Xxxxx X. Xxxxx Chairman, Compensation Committee Employee /s/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx (Print Name)in this Agreement.

Section 409A Compliance. (a) This The intent of the parties is that payments and benefits under this Agreement is intended to comply with the requirements of Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively “Section 409A”) or an exemption from ); accordingly, to the maximum extent permitted, this Agreement will be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Section 409A, such modification will be made in good faith and will, to the maximum extent reasonably possible, maintain the original intent and economic benefit to Executive and the Company of the applicable provision without violating the provisions of Section 409A. The In no event whatsoever will the Company shall undertake to administer, interpret, and construe this Agreement in a manner that does not result in the imposition on Employee of be liable for any additional tax, penalty, interest or interest under penalty that may be imposed on Executive by Section 409A or damages for failing to comply with Section 409A. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A. (b) A termination of employment shall will not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and409A, and for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall will mean “separation from service.” (c) ” Notwithstanding anything herein to the contrarycontrary in this Agreement, in if Executive is deemed on the event that Employee is date of termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code), then with regard to any payment or the provision of any benefit (whether under this Agreement or otherwise) that is considered deferred compensation under Section 409A payable on account of a “separation from service,” and that is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise), to the extent necessary to avoid the imposition of excise taxes under Section 409A, such payment or benefit shall will not be made or provided at until the date which that is the earlier of (iA) the expiration of the six (6)-month six-month period measured from the date of such “separation from service” of Employee or Executive, and (B) the date of EmployeeExecutive’s death (death, to the “Delay Period”). extent required under Section 409A. Upon the expiration of the Delay Periodforegoing delay period, all payments and benefits delayed pursuant to this Section 6.13(c) 19.2 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall will be paid or reimbursed to Employee Executive in a lump sum without interestsum, and any remaining payments and benefits due under this Agreement shall will be paid or provided in accordance with the normal payment dates specified for them herein. (d) With regard to any provision herein . To the extent that provides for reimbursement of costs and expenses reimbursements or other in-kind benefits, except as permitted by benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Section 409A, (A) all such payments shall expenses or other reimbursements hereunder will be made on or before the last day of calendar the taxable year following the calendar taxable year in which such expenses were incurred by Executive, (B) any right to reimbursement or in-kind benefits will not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year will in any way affect the expense occurredexpenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. In witness whereofFor purposes of Section 409A, Executive’s right to receive any installment payments pursuant to this Change Agreement is treated as a right to receive a series of Control separate and distinct payments. Whenever a payment under this Agreement has been executed as specifies a payment period with reference to a number of days, the actual date of payment within the specified period is within the sole discretion of the date first set forth aboveCompany. AVANIR PharmaceuticalsNotwithstanding any provision of this Agreement to the contrary, Inc. By: /s/ XXXXX X. XXXXX, PH.D. Xxxxx X. Xxxxx Chairman, Compensation Committee Employee /s/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx in no event will any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Section 409A be subject to offset by any other amount unless otherwise permitted by Section 409A. (Print Namespace intentionally left blank)

Section 409A Compliance. (a) This Payments under this Agreement are designed to be made in a manner that is intended to comply compliant with the requirements of Section 409A of the U.S. Internal Revenue Code (the “Code”) and the regulations and guidance promulgated thereunder (“Section 409A”) or an exemption from Section 409A. The Company shall undertake to administer, interpret, and construe this Agreement in a manner that does not result in the imposition on Employee of any additional tax, penalty, or interest under Section 409A. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision provisions of this Agreement providing for will be administered, interpreted and construed accordingly (or disregarded to the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any extent such provision of cannot be so administered, interpreted, or construed). Notwithstanding anything to the contrary in this Agreement, references if, upon the advice of its counsel, the Company determines that the settlement of an RSU Share pursuant to a “termination,” “termination of employment” this Agreement is or like terms shall mean “separation from service.” (c) Notwithstanding anything herein may become subject to the contrary, in the event that Employee is a “specified employee” within the meaning of that term additional tax under Section 409A(a)(2)(B409A(a)(1)(B) of the Code, then with regard to Code or any payment other taxes or the provision of any benefit (whether under this Agreement or otherwise) that is considered deferred compensation penalties imposed under Section 409A payable on account of a (“separation from service,” and that 409A Taxes”) as applicable at the time such settlement is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise)otherwise required under this Agreement, then such payment may be delayed to the extent necessary to avoid 409A Taxes. In particular: (a) if the imposition Employee is a specified employee within the meaning of excise taxes under Section 409A409A(a)(2)(B)(i) of the Code on the date of the Employee’s “separation from service” (other than due to death) within the meaning of Section 1.409A-1(h) of the Treasury Regulations, such payment or benefit settlement shall be made or provided at the date which is delayed until the earlier of (i) the first business day following the expiration of the six (6)-month period measured months from the date of such “Employee’s separation from service” of Employee or , (Bii) the date of the Employee’s death death, or (iii) such earlier date as complies with the requirements of Section 409A (the “Settlement Delay Period”). Upon ; and (b) if all or any part of such RSU Share has been converted into cash pursuant to Section 9 hereof, then: (i) upon settlement of such RSU Share, such cash shall be increased by an amount equal to interest thereon for the expiration Settlement Delay Period at a rate equal to the default rate credited to amounts deferred under the Company’s Deferred Compensation Plan; provided, however, that such rate shall be calculated on a monthly average basis rather than a daily basis; and (ii) the Company shall fund the payment of such cash to the Employee upon settlement of such RSU Share, including the interest to be paid with respect thereto (collectively, the “Delayed Cash Payment”), by establishing and irrevocably funding a trust for the benefit of the Employee, but only if the establishment of such trust does not result in any taxes or penalties becoming due under Section 409A(b). Such trust shall be a grantor trust described in Section 671 of the U.S. Internal Revenue Code and intended not to cause tax to be incurred by the Employee until amounts are paid out from the trust to the Employee. The trust shall provide for distribution of amounts to the Employee in order to pay taxes, if any, that become due on the amounts as to which payment is being delayed during the Settlement Delay Period, all payments and benefits delayed Period pursuant to this Section 6.13(c) (whether they would have otherwise been payable in a single sum or in installments in 20, but only to the absence extent permissible under Section 409A of the U.S. Internal Revenue Code without the imposition of 409A Taxes. The establishment and funding of such delay) trust shall be paid or reimbursed to Employee in a lump sum without interest, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with not affect the normal payment dates specified for them herein. (d) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, all such payments shall be made on or before the last day of calendar year following the calendar year in which the expense occurred. In witness whereof, this Change of Control Agreement has been executed as obligation of the date first set forth above. AVANIR Pharmaceuticals, Inc. By: /s/ XXXXX X. XXXXX, PH.D. Xxxxx X. Xxxxx Chairman, Compensation Committee Employee /s/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx (Print Name)Company to pay the Delayed Cash Payment pursuant to this Section 20.

Section 409A Compliance. (a) This Payments under this Agreement are designed to be made in a manner that is intended to comply exempt from or compliant with the requirements of Section 409A of the U.S. Internal Revenue Code (the “Code”) as a “short-term deferral,” and the regulations and guidance promulgated thereunder (“Section 409A”) or an exemption from Section 409A. The Company shall undertake to administer, interpret, and construe this Agreement in a manner that does not result in the imposition on Employee of any additional tax, penalty, or interest under Section 409A. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision provisions of this Agreement providing for will be administered, interpreted and construed accordingly (or disregarded to the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any extent such provision of cannot be so administered, interpreted, or construed). Notwithstanding anything to the contrary in this Agreement, references if, upon the advice of its counsel, the Company determines that the settlement of an RSU Share pursuant to a “termination,” “termination of employment” this Agreement is or like terms shall mean “separation from service.” (c) Notwithstanding anything herein may become subject to the contrary, in the event that Employee is a “specified employee” within the meaning of that term additional tax under Section 409A(a)(2)(B409A(a)(1)(B) of the Code, then with regard to Code or any payment other taxes or the provision of any benefit (whether under this Agreement or otherwise) that is considered deferred compensation penalties imposed under Section 409A payable on account of a (“separation from service,” and that 409A Taxes”) as applicable at the time such settlement is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise)otherwise required under this Agreement, then such payment may be delayed to the extent necessary to avoid 409A Taxes. In particular: (a) if the imposition Employee is a specified employee within the meaning of excise taxes under Section 409A409A(a)(2)(B)(i) of the Code on the date of the Employee’s “separation from service” (other than due to death) within the meaning of Section 1.409A-1(h) of the Treasury Regulations, such payment or benefit settlement shall be made or provided at the date which is delayed until the earlier of (i) the first business day following the expiration of the six (6)-month period measured months from the date of such “Employee’s separation from service” of Employee or , (Bii) the date of the Employee’s death death, or (iii) such earlier date as complies with the requirements of Section 409A (the “Settlement Delay Period”). Upon ; and (b) if all or any part of such RSU Share has been converted into cash pursuant to Section 8 hereof, then: (i) upon settlement of such RSU Share, such cash shall be increased by an amount equal to interest thereon for the expiration Settlement Delay Period at a rate equal to the default rate credited to amounts deferred under the Company’s Deferred Compensation Plan; provided, however, that such rate shall be calculated on a monthly average basis rather than a daily basis; and (ii) the Company shall fund the payment of such cash to the Employee upon settlement of such RSU Share, including the interest to be paid with respect thereto (collectively, the “Delayed Cash Payment”), by establishing and irrevocably funding a trust for the benefit of the Employee, but only if the establishment of such trust does not result in any taxes or penalties becoming due under Section 409A(b). Such trust shall be a grantor trust described in Section 671 of the U.S. Internal Revenue Code and intended not to cause tax to be incurred by the Employee until amounts are paid out from the trust to the Employee. The trust shall provide for distribution of amounts to the Employee in order to pay taxes, if any, that become due on the amounts as to which payment is being delayed during the Settlement Delay Period, all payments and benefits delayed Period pursuant to this Section 6.13(c) (whether they would have otherwise been payable in a single sum or in installments in 18, but only to the absence extent permissible under Section 409A of the U.S. Internal Revenue Code without the imposition of 409A Taxes. The establishment and funding of such delay) trust shall not affect the obligation of the Company to pay the Delayed Cash Payment pursuant to this Section 19. IN WITNESS WHEREOF, the parties hereto have caused this Award Agreement to be paid or reimbursed to Employee in a lump sum without interest, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (d) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, all such payments shall be made on or before the last day of calendar year following the calendar year in which the expense occurred. In witness whereof, this Change of Control Agreement has been duly executed as of the date first set forth aboveGrant Date. AVANIR Pharmaceuticals, Inc. EMPLOYEE DXC TECHNOLOGY COMPANY By: /s/ XXXXX X. XXXXX«Name_x» The Employee acknowledges receipt of the Plan and a Prospectus relating to this award, PH.D. Xxxxx X. Xxxxx Chairman, Compensation Committee Employee /s/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx (Print and further acknowledges that he or she has reviewed this Agreement and the related documents and accepts the provisions thereof. <<Name)>> <<Title>> «Name_x» «Address_Line_1» «Address_Line_2» «Address_Line_3» «Address_Line_4» «Address_Line_5»

Section 409A Compliance. (a) This Agreement is intended To the extent that any Severance Payments or other benefits to comply with the requirements of you constitute “non-qualified deferred compensation” under Section 409A of the Internal Revenue Code and of 1986 (as amended or replaced) (the regulations and guidance promulgated thereunder (“Section 409ACode”) or an exemption from Section 409A. The Company shall undertake to administer), interpret, and construe this Agreement in a manner that does not result in the imposition on Employee of any additional tax, penalty, or interest under Section 409A. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts then such Severance Payments or benefits shall begin only upon or following a termination after the date of employment unless such termination is also a your “separation from service” (within the meaning of Section 409A andof the Code), for purposes which may occur on or after the date of the termination of your employment. Neither the Company nor you shall have the right to accelerate or defer the delivery of any such provision payments except to the extent specifically permitted or required by Section 409A. Anything to the contrary notwithstanding, if at the time of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “the your separation from service.” (c) Notwithstanding anything herein to service within the contrarymeaning of Section 409A of the Code, in the event Company determines that Employee is you are a “specified employee” within the meaning of that term under Section 409A(a)(2)(B409A(a)(2)(B)(i) of the Code, then with regard to the extent any payment or the provision of any benefit (whether that you become entitled to under this Agreement or otherwise) that is on account of your separation from service would be considered deferred compensation under Section 409A payable on account of a “separation from service,” and that is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise), otherwise subject to the extent necessary 20% additional tax imposed pursuant to avoid Section 409A(a) of the imposition Code as a result of excise taxes under the application of Section 409A409A(a)(2)(B)(i) of the Code, such payment or shall not be payable and such Xxxxx Xxxxxxxxx, MD March 7, 2013 benefit shall not be made or provided at until the date which that is the earlier of (i) six months and one day after your separation from service, or (ii) the expiration your death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the six (6)-month period measured from the date installments shall be payable in accordance with their original schedule. The determination of such whether and when your “separation from service” of Employee or (B) from the date of Employee’s death (Company has occurred shall be made in a manner consistent with, and based on the “Delay Period”presumptions set forth in, Treasury Regulation Section 1.409A-l(h). Upon Solely for purposes of this Section, “Company” shall include all persons with whom the expiration Company would be considered a single employer under Sections 414(b) and 414(c) of the Delay Period, all payments Code. All reimbursements and in-kind benefits delayed pursuant to this Section 6.13(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Employee in a lump sum without interest, and any remaining payments and benefits due provided under this Agreement shall be paid made or provided in accordance with the normal payment dates specified for them herein. (d) With regard requirements of Section 409A to any provision herein the extent that provides for reimbursement of costs and expenses such reimbursements or in-kind benefits, except benefits are subject to Section 409A. The parties intend that this Agreement will be administered in accordance with Section 409A. To the extent that any provision of this Agreement is ambiguous as permitted by to its compliance with Section 409A, all such payments the provision shall be made on read in such a manner so that all payments hereunder comply with Section 409A. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. The Company shall have no liability to you or before the last day to any other person if any provisions of calendar year following the calendar year in which the expense occurred. In witness whereof, this Change of Control Agreement has been executed as of the date first set forth above. AVANIR Pharmaceuticals, Inc. By: /s/ XXXXX X. XXXXX, PH.D. Xxxxx X. Xxxxx Chairman, Compensation Committee Employee /s/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx (Print Name)that are intended to be exempt from or compliant with Section 409A are not so exempt or compliant.

Section 409A Compliance. (a) This Agreement is intended to comply with the requirements of Section 409A of the Code and the regulations and guidance promulgated thereunder (“Section 409A”) or an exemption from Section 409A. The Company shall undertake to administer, interpret, and construe this Agreement in a manner that does not result in the imposition on Employee of any additional tax, penalty, or interest under Section 409A. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (c) Notwithstanding anything herein to the contrary, in the event that Employee is a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code, then with regard to any payment or the provision of any benefit (whether under this Agreement or otherwise) that is considered deferred compensation under Section 409A payable on account of a “separation from service,” and that is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise), to the extent necessary to avoid the imposition of excise taxes under Section 409A, such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Employee or (B) the date of Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 6.13(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Employee in a lump sum without interest, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (d) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, all such payments shall be made on or before the last day of calendar year following the calendar year in which the expense occurred. In witness whereof, this Change of Control Agreement has been executed as of the date first set forth above. AVANIR Pharmaceuticals, Inc. By: /s/ XXXXX X. XXXXX, PH.D. Xxxxx X. Xxxxx Chairman, Compensation Committee Xxxxxx President & Chief Executive Officer Employee /s/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx (Signature) (Print Name)

Section 409A Compliance. The following rules shall apply, to the extent necessary, with respect to distribution of the payments and benefits, if any, to be provided to Executive under this Agreement. Subject to the provisions in this Paragraph, the severance payments pursuant to this Agreement shall begin only upon the date of Executive’s “separation from service” (adetermined as set forth below) which occurs on or after the date of Executive’s termination of employment. 20.1. This Agreement is intended to be exempt from or to comply with the requirements of Code Section 409A of (to the Code extent applicable) and the regulations and guidance promulgated thereunder (“Section 409A”) or an exemption from Section 409A. The Company shall undertake parties hereto agree to administer, interpret, apply and construe administer this Agreement in a the least restrictive manner that does not result necessary to comply therewith or be exempt therefrom and without resulting in any increase in the imposition on Employee amounts owed hereunder by Company. 20.2. It is intended that each installment of any additional tax, penalty, or interest under Section 409A. Each payment the severance payments and benefits provided under this Agreement shall be treated as a separate payment “payment” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, and the guidance issued thereunder (“Section 409A”). Neither Executive nor Company shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (b) A termination 20.3. If, as of employment shall not be deemed to have occurred for purposes the date of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a Executive’s “separation from service” from Company, Executive is not a “specified employee” (within the meaning of Section 409A and409A), for purposes then each installment of any such provision of the severance payments and benefits shall be made on the dates and terms set forth in this Agreement. 20.4. If, references to a “termination,” “termination as of employment” or like terms shall mean the date of Executive’s “separation from service.” (c) Notwithstanding anything herein to the contrary” from Company, in the event that Employee Executive is a “specified employee” (within the meaning of that term under Section 409A(a)(2)(B) 409A), then: 20.4.1 Each installment of the Code, then with regard to any payment or the provision of any benefit (whether under this Agreement or otherwise) that is considered deferred compensation under Section 409A payable on account of a “separation from service,” and that is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise), to the extent necessary to avoid the imposition of excise taxes under Section 409A, such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Employee or (B) the date of Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 6.13(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Employee in a lump sum without interest, and any remaining severance payments and benefits due under this Agreement that, in accordance with the dates and terms set forth herein, will in all circumstances, regardless of when the separation from service occurs, be paid within the short-term deferral period (as defined in Section 409A) shall be treated as a short-term deferral within the meaning of Treasury Regulation Section 1.409A-1(b)(4) to the maximum extent permissible under Section 409A; and 20.4.2 Each installment of the severance payments and benefits due under this Agreement that is not described in above and that would, absent this provision, be paid within the six-month period following Executive’s “separation from service” from Company shall not be paid until the date that is six months and one day after such separation from service (or, if earlier, Executive’s death), with any such installments that are required to be delayed being accumulated during the six-month period and paid in a lump sum on the date that is six months and one day following Executive’s separation from service and any subsequent installments, if any, being paid in accordance with the dates and terms set forth herein; provided, however, that the preceding provisions of this sentence shall not apply to any installment of severance payments and benefits if and to the maximum extent that such installment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the application of Treasury Regulation 1.409A- 1(b)(9)(iii) (relating to separation pay upon an involuntary separation from service). Any installments that qualify for the exception under Treasury Regulation Section 1.409A- 1(b)(9)(iii) must be paid no later than the last day of the second taxable year following the taxable year in which the separation from service occurs. 20.5. The determination of whether and when Executive’s separation from service from Company has occurred shall be made in a manner consistent with, and based on the presumptions set forth in, Treasury Regulation Section 1.409A-1(h). Solely for purposes of this Paragraph 2020, “Company” shall include all persons with whom Company would be considered a single employer as determined under Treasury Regulation Section 1.409A-1(h)(3). 20.6. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the normal payment dates specified for them herein. (d) With regard requirements of Section 409A to any provision herein the extent that provides for reimbursement of costs and expenses such reimbursements or in-kind benefits, except as permitted by benefits are subject to Section 409A, all such payments shall including, where applicable, the requirements that (i) any reimbursement is for expenses incurred during Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the calendar year in which the expense occurredis incurred and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. 20.7. In witness whereofNotwithstanding anything herein to the contrary, Company shall have no liability to Executive or to any other person if the payments and benefits provided in this Change of Control Agreement has been executed as of the date first set forth above. AVANIR Pharmaceuticals, Inc. By: /s/ XXXXX X. XXXXX, PH.D. Xxxxx X. Xxxxx Chairman, Compensation Committee Employee /s/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx (Print Name)that are intended to be exempt from or compliant with Section 409A are not so exempt or compliant.

Section 409A Compliance. (a) This Payments under this Agreement are designed to be made in a manner that is intended to comply exempt from or compliant with the requirements of Section 409A of the U.S. Internal Revenue Code (the “Code”) as a “short-term deferral,” and the regulations and guidance promulgated thereunder (“Section 409A”) or an exemption from Section 409A. The Company shall undertake to administer, interpret, and construe this Agreement in a manner that does not result in the imposition on Employee of any additional tax, penalty, or interest under Section 409A. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision provisions of this Agreement providing for will be administered, interpreted and construed accordingly (or disregarded to the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any extent such provision of cannot be so administered, interpreted, or construed). Notwithstanding anything to the contrary in this Agreement, references if, upon the advice of its counsel, the Company determines that the settlement of an RSU Share pursuant to a “termination,” “termination of employment” this Agreement is or like terms shall mean “separation from service.” (c) Notwithstanding anything herein may become subject to the contrary, in the event that Employee is a “specified employee” within the meaning of that term additional tax under Section 409A(a)(2)(B409A(a)(1)(B) of the Code, then with regard to Code or any payment other taxes or the provision of any benefit (whether under this Agreement or otherwise) that is considered deferred compensation penalties imposed under Section 409A payable on account of a (“separation from service,” and that 409A Taxes”) as applicable at the time such settlement is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise)otherwise required under this Agreement, then such payment may be delayed to the extent necessary to avoid 409A Taxes. In particular: (a) if the imposition Employee is a specified employee within the meaning of excise taxes under Section 409A409A(a)(2)(B)(i) of the Code on the date of the Employee’s “separation from service” (other than due to death) within the meaning of Section 1.409A-1(h) of the Treasury Regulations, such payment or benefit settlement shall be made or provided at the date which is delayed until the earlier of (i) the first business day following the expiration of the six (6)-month period measured months from the date of such “Employee’s separation from service” of Employee or , (Bii) the date of the Employee’s death death, or (iii) such earlier date as complies with the requirements of Section 409A (the “Settlement Delay Period”). Upon ; and (b) if all or any part of such RSU Share has been converted into cash pursuant to Section 4 hereof, then: (i) upon settlement of such RSU Share, such cash shall be increased by an amount equal to interest thereon for the expiration Settlement Delay Period at a rate equal to the 120-month rolling average yield to maturity of the index called the “Xxxxxxx Xxxxx U.S. Corporates, A Rated, 15+ Years Index” (or any successor index, or if neither exists, the most similar index which does exist) as of December 31 of the year preceding the year in which the Settlement Delay PeriodPeriod commences, all payments compounded annually; and (ii) the Company shall fund the payment of such cash to the Employee upon settlement of such RSU Share, including the interest to be paid with respect thereto (collectively, the “Delayed Cash Payment”), by establishing and benefits irrevocably funding a trust for the benefit of the Employee, but only if the establishment of such trust does not result in any taxes or penalties becoming due under Section 409A(b). Such trust shall be a grantor trust described in Section 671 of the U.S. Internal Revenue Code and intended not to cause tax to be incurred by the Employee until amounts are paid out from the trust to the Employee. The trust shall provide for distribution of amounts to the Employee in order to pay taxes, if any, that become due on the amounts as to which payment is being delayed during the Settlement Delay Period pursuant to this Section 6.13(c) (whether they would have otherwise been payable in a single sum or in installments in 17, but only to the absence extent permissible under Section 409A of the U.S. Internal Revenue Code without the imposition of 409A Taxes. The establishment and funding of such delay) trust shall be paid or reimbursed to Employee in a lump sum without interest, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with not affect the normal payment dates specified for them herein. (d) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, all such payments shall be made on or before the last day of calendar year following the calendar year in which the expense occurred. In witness whereof, this Change of Control Agreement has been executed as obligation of the date first set forth above. AVANIR Pharmaceuticals, Inc. By: /s/ XXXXX X. XXXXX, PH.D. Xxxxx X. Xxxxx Chairman, Compensation Committee Employee /s/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx (Print Name)Company to pay the Delayed Cash Payment pursuant to this Section 17.

Section 409A Compliance. (a) This Agreement It is intended that any benefits under this Agreement satisfy, to comply with the requirements greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code and the regulations and guidance promulgated thereunder of 1986, as amended (“Section 409A”) or an exemption from Section 409A. The Company shall undertake to administer), interpretprovided under Treasury Regulations Sections 1.409A-1(b)(4), and construe 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that does not result in the imposition on Employee of any additional tax, penalty, or interest under complies with Section 409A. Each payment For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment for purposes of Section 409A. (b) A termination of employment hereunder shall at all times be considered a separate and distinct payment. Severance benefits shall not be deemed to have occurred for purposes of any provision of this Agreement providing for commence until the payment of any amounts or benefits upon or following a termination of employment unless such termination is also Executive has a “separation from service” within the meaning of (as defined under Treasury Regulation Section 409A and1.409A-1(h), for purposes of without regard to any such provision of this Agreementalternative definition thereunder, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (c) ). Notwithstanding anything herein any provision to the contrarycontrary in this Agreement, in if Executive is deemed by the event that Employee is Company at the time of termination to be a “specified employee” within the meaning for purposes of that term under Section 409A(a)(2)(B) 409A(a)(2)(B)(i), and if any of the Code, then with regard payments set forth herein are deemed to any payment or the provision of any benefit (whether under this Agreement or otherwise) that is considered be “deferred compensation under Section 409A payable on account of a “separation from servicecompensation,” and that is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise), then to the extent necessary delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) and the imposition of excise taxes related adverse taxation under Section 409A, such payment or benefit payments shall not be made or provided at prior to the date which is the earlier earliest of (i) the expiration of the six (6)-month six-month period measured from the date of such “separation from service” of Employee or termination, (Bii) the date of EmployeeExecutive’s death or (iii) such earlier date as permitted under Section 409A without the “Delay Period”)imposition of adverse taxation. Upon the first business day following the expiration of the Delay Periodsuch period, all payments and benefits delayed deferred pursuant to this Section 6.13(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) paragraph shall be paid or reimbursed to Employee in a lump sum without interestsum, and any remaining payments and benefits due under this Agreement shall be paid or as otherwise provided herein. No interest shall be due on any amounts so deferred. Finally, if the period during which Executive may consider and/sign a release in accordance connection with the normal receipt of severance benefits spans two calendar years, the payment dates specified for them herein. (d) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, all such payments shall severance will not be made on or before begin until the last day of later calendar year following the calendar year in which the expense occurred. In witness whereof, this Change of Control Agreement has been executed as of the date first set forth above. AVANIR Pharmaceuticals, Inc. By: /s/ XXXXX X. XXXXX, PH.D. Xxxxx X. Xxxxx Chairman, Compensation Committee Employee /s/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx (Print Name)year.

Section 409A Compliance. (ai) This The intent of the parties is that payments and benefits under this Agreement is intended to comply with the requirements of Internal Revenue Code Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) or an exemption from Section 409A. The Company shall undertake and, accordingly, to administerthe maximum extent permitted, interpret, and construe this Agreement shall be interpreted to be in a manner that does not result in compliance therewith. In no event whatsoever shall the imposition on Employee of Company be liable for any additional tax, penalty, interest or interest under penalty that may be imposed on the Executive by Code Section 409A. Each payment under this Agreement shall be treated as a separate payment 409A or damages for purposes of failing to comply with Code Section 409A. (bii) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (c) ” Notwithstanding anything herein to the contrarycontrary in this Agreement, in if the event that Employee Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B) of the Code), then with regard to any payment or the provision of any benefit (whether under this Agreement or otherwise) that is considered deferred compensation under Code Section 409A payable on account of a “separation from service,” and that is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise), to the extent necessary to avoid the imposition of excise taxes under Section 409A, such payment or benefit shall not be made or provided at until the date which is the earlier of (iA) the expiration of the six (6)-month period measured from the date of such “separation from service” of Employee or the Executive, and (B) the date of Employeethe Executive’s death (death, to the “Delay Period”). extent required under Code Section 409A. Upon the expiration of the Delay Periodforegoing delay period, all payments and benefits delayed pursuant to this Section 6.13(c21(b)(ii) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Employee the Executive in a lump sum without interestsum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (diii) With regard to any provision herein To the extent that provides for reimbursement of costs and expenses reimbursements or other in-kind benefits, except as permitted by benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (A) all such payments expenses or other reimbursements hereunder shall be made on or before prior to the last day of calendar the taxable year following the calendar taxable year in which such expenses were incurred by the expense occurredExecutive, (B) any right to such reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (iv) For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. In witness whereofWhenever a payment under this Agreement specifies a payment period with reference to a number of days, this Change the actual date of Control Agreement has been executed as payment within the specified period shall be within the sole discretion of the date first set forth above. AVANIR PharmaceuticalsCompany. (v) Notwithstanding any other provision of this Agreement to the contrary, Inc. By: /s/ XXXXX X. XXXXX, PH.D. Xxxxx X. Xxxxx Chairman, Compensation Committee Employee /s/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx (Print Name)in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.

Section 409A Compliance. (a) This The parties agree that this Agreement is intended to comply with the requirements of Section 409A of the Code and the regulations and guidance promulgated thereunder (“Section 409A”) or an exemption from Section 409A. The Company shall undertake to administer, interpret, and construe this Agreement in a manner that does not result in the imposition on Employee Executive of any additional tax, penalty, or interest under Section 409A. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” (c) Notwithstanding anything herein to the contrary, in the event that Employee Executive is a “specified employeeExecutive” (within the meaning of that term under Section 409A(a)(2)(B409A) on the date of termination of Executive’s employment with the Code, then with regard to any payment Company and the payments described in Section 6(d)(i) or the provision of any benefit (whether under this Agreement or otherwise) that is considered deferred compensation under Section 409A payable on account of a “separation from service,” and that is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise6(e), as applicable, to be paid within the extent necessary to avoid the imposition of excise taxes under Section 409A, such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from first 6 months following the date of such “separation from service” termination of Employee or (B) the date of Employee’s death employment (the “Delay Initial Payment Period”)) exceed the amount referenced in Treas. Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Regs. Section 6.13(c1.409A-1 (b)(9)(iii)(A) (whether they the “Limit”), then (i) any portion of such payments that are payable during the Initial Payment Period that does not exceed the Limit shall be paid at the times set forth in Section 6(d)fil or Section 6(e), as applicable, (ii) any portion of such payments that exceed the Limit (and would have otherwise been payable in a single sum or in installments in during the absence of such delayInitial Payment Period but for the Limit) shall be paid or reimbursed to Employee paid, in a lump sum without interestsum, on the first business day after the 6th month anniversary of Executive’s termination of employment, and (iii) any remaining portion of such payments and benefits due under this Agreement that are payable after the Initial Payment Period shall be paid at the times set forth in Section 6(d)(i) or provided in accordance with the normal payment dates specified for them hereinSection 6(e), as applicable. (d) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A409A of the Code, all such payments shall be made on or before the last day of calendar year following the calendar year in which the expense occurred. In witness whereof, this Change of Control Agreement has been executed as of the date first set forth above. AVANIR Pharmaceuticals, Inc. By: /s/ XXXXX X. XXXXX, PH.D. Xxxxx X. Xxxxx Chairman, Compensation Committee Employee /s/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx (Print Name).