34,972,678 Shares Warrants to Purchase 12,240,437 Shares AVANIR PHARMACEUTICALS Common Stock PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • March 27th, 2008 • Avanir Pharmaceuticals • Pharmaceutical preparations • New York
Avanir Pharmaceuticals, a California corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to certain investors (each an “Investor” and, collectively, the “Investors”), (i) up to 34,972,678 shares (the “Shares”) of the Company’s Class A common stock, no par value per share (the “Common Stock”), and (ii) warrants to purchase up to 12,240,437 shares of Common Stock (the “Warrants” and together with the Shares, the “Securities”). The shares of Common Stock issuable upon exercise of the Warrants are hereinafter referred to as the “Warrant Shares”. The Company desires to engage Piper Jaffray & Co. as its exclusive placement agent (the “Placement Agent”) in connection with such issuance and sale. The Securities are more fully described in the Registration Statements (as hereinafter defined).
