0001193125-14-439125 Sample Contracts

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • December 10th, 2014 • Avanir Pharmaceuticals, Inc. • Pharmaceutical preparations • California

This Change of Control Agreement (the “Agreement”), dated as of December 1, 2014 (the “Effective Date”), is made by and between Avanir Pharmaceuticals, Inc., a Delaware corporation having its principal offices at 30 Enterprise, Suite 400, Aliso Viejo, California (the “Company”) and Keith Katkin (“Employee”).

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AVANIR PHARMACEUTICALS, INC. DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT
Indemnification Agreement • December 10th, 2014 • Avanir Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware

This Indemnification Agreement (“Agreement”) is made effective as of <Date> by and between Avanir Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and <Name> (“Indemnitee”).

SUBLEASE
Sublease • December 10th, 2014 • Avanir Pharmaceuticals, Inc. • Pharmaceutical preparations

This SUBLEASE is made as of August 6, 2014, by and between Avanir Pharmaceuticals, Inc. a Delaware corporation having an address at 30 Enterprise, Aliso Viejo, California 92656 (“Sublessor”) and Telogis, Inc., a Delaware corporation, having an address at 20 Enterprise, Aliso Viejo, California 92656 (“Sublessee”).

AMENDMENT TO CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • December 10th, 2014 • Avanir Pharmaceuticals, Inc. • Pharmaceutical preparations • California

This AMENDMENT TO CHANGE OF CONTROL AGREEMENT (the “Amendment”), dated as of [ ], is made and entered into by and between Avanir Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and [ ] (the “Employee”).

TO: [name] DATE: , 2014 RE: Waiver of Good Reason
Avanir Pharmaceuticals, Inc. • December 10th, 2014 • Pharmaceutical preparations

As you may know, [Orange], Inc., a Delaware corporation (the “Company”) is in the process of negotiating an Agreement and Plan of Merger by and among , a Japanese joint stock company, Bigarade Corporation, a Delaware corporation and a direct or indirect wholly-owned subsidiary of Parent, and the Company (the “Merger Agreement”).

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