AVANIR PHARMACEUTICALS CLASS A COMMON STOCK WARRANTClass a Common Stock Warrant • December 21st, 2007 • Avanir Pharmaceuticals • Pharmaceutical preparations • New York
This certifies that _____________ (the “Holder”), or assigns, for value received, is entitled to purchase from Avanir Pharmaceuticals (the “Company”), subject to the terms set forth below, a maximum of ________ fully-paid and nonassessable shares (subject to adjustment as provided herein) of the Company’s Class A Common Stock, no par value, (the “Warrant Shares”) for cash at a price of $3.30 per share (the “Exercise Price”) (subject to adjustment as provided herein) at any time or from time to time on or after May ___, 2007 (the “Initial Exercise Date”) and up to and including 5:00 p.m. (New York City Time) on November ___, 2007 (the “Expiration Date”) upon surrender to the Company at its principal office (or at such other location as the Company may advise the Holder in writing) of this Warrant properly endorsed with the Form of Subscription attached hereto duly completed and signed and upon payment in cash or by check of the aggregate Exercise Price for the number of shares for which
SETTLEMENT AGREEMENTSettlement Agreement • December 21st, 2007 • Avanir Pharmaceuticals • Pharmaceutical preparations • California
This Settlement Agreement (“Settlement Agreement”) is entered into as of July 2, 2007 (the “Effective Date”) by and between Dr. Neal R. Cutler, an individual (“Cutler”), and Avanir Pharmaceuticals, a California corporation (“Avanir”), together with its affiliates and subsidiaries (Avanir and Cutler are each referred to as a “Party” or collectively as the “Parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 21st, 2007 • Avanir Pharmaceuticals • Pharmaceutical preparations • California
This EMPLOYMENT AGREEMENT (“Agreement”), dated as of 12 February 2007 (the “Effective Date”), is made by and between AVANIR PHARMACEUTICALS, a California corporation having its principal offices at 101 Enterprise, Suite 300, Aliso Viejo, California, 92656 (the “Company”), and Martin J. Sturgeon (“Employee”).
SEPARATION AGREEMENT AND RELEASE OF CLAIMSSeparation Agreement and Release of Claims • December 21st, 2007 • Avanir Pharmaceuticals • Pharmaceutical preparations • California
If you choose to accept Avanir Pharmaceuticals’ (“the Company”) Severance Package, please sign and return this Agreement to Jesus Varela, Director of Human Resources, by no later than 5:00 p.m. on 29 June 2007. You may scan and e-mail the signed Agreement to Jesus Varela at jvarela@avanir.com and mail the original to him at the Company’s offices at 101 Enterprise, Suite 300, Aliso Viejo, California 92656, telephone 949.389.6747.
THIRD AMENDMENT TO LEASELease • December 21st, 2007 • Avanir Pharmaceuticals • Pharmaceutical preparations
THIS THIRD AMENDMENT TO LEASE (this “Amendment”) is made and entered into as of July 18, 2007, by and between RREEF AMERICA REIT II CORP. FFF, a Maryland corporation (“Landlord”), and AVANIR PHARMACEUTICALS, a California corporation (“Tenant”).
SUBLEASE AGREEMENT between AVANIR PHARMACEUTICALS, as Sublandlord and HALOZYME, INC. as SubtenantSublease Agreement • December 21st, 2007 • Avanir Pharmaceuticals • Pharmaceutical preparations • California
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “***”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING...Asset Purchase Agreement • December 21st, 2007 • Avanir Pharmaceuticals • Pharmaceutical preparations • New York
THIS ASSET PURCHASE AGREEMENT, dated as of July 2, 2007, is by and among Avanir Pharmaceuticals, a California corporation (“Parent”), Alamo Pharmaceuticals, LLC, a California limited liability company (“Seller” and together, the “Selling Parties”), and Azur Pharma Inc., a New York corporation (“Azur Inc.”), and Azur Pharma International III Limited, a Bermuda limited liability company (“Azur Limited” and together with Azur Inc., “Buyer”).
SEPARATION AGREEMENT AND RELEASE OF CLAIMS (Agreement provided to Employee November 7, 2006)Separation Agreement and Release of Claims • December 21st, 2007 • Avanir Pharmaceuticals • Pharmaceutical preparations • California
If you choose to accept Avanir Pharmaceuticals (“The Company”) Severance Package, please sign and return this Agreement to Theresa Hope-Reese, Vice President Human Resources, by no later than 5:00 p.m. on November 29th. You may scan and e-mail the signed Agreement to Theresa Hope-Reese at THope-Reese@Avanir.com. and mail the original to her at The Company’s offices at 101 Enterprise, Suite 300, Aliso Viejo, California 92656, telephone 949.389.6745.
SUBLEASE AGREEMENT between AVANIR PHARMACEUTICALS, as Sublandlord and HALOZYME, INC. as SubtenantSublease Agreement • December 21st, 2007 • Avanir Pharmaceuticals • Pharmaceutical preparations • California
Whiteboards – Multiple throughout buildings Intercom system for both buildings with an emergency evacuation announcement system
AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENTChange of Control Agreement • December 21st, 2007 • Avanir Pharmaceuticals • Pharmaceutical preparations • California
This Amended and Restated Change of Control Agreement (the “Agreement”), dated as of February 27, 2007 (the “Effective Date”), is made by and between Avanir Pharmaceuticals, a California corporation having its principal offices at 101 Enterprise, Suite 300, Aliso Viejo, CA 92656 (the “Company”) and Randall Kaye (“Employee”).
AVANIR PHARMACEUTICALS Restricted Stock Unit Grant AgreementRestricted Stock Unit Grant Agreement • December 21st, 2007 • Avanir Pharmaceuticals • Pharmaceutical preparations • California
This Restricted Stock Unit Grant Agreement (the “Agreement”) is dated as of [ ] and is entered into between Avanir Pharmaceuticals, a California corporation (the “Company”), and [ ] (the “Awardee”). Capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Plan.
