AVNR / Avanir Pharmaceuticals Inc - Документы SEC, Годовой отчет, Доверенное заявление

Аванир Фармасьютикалс Инк
US ˙ NASDAQ
ЭТОТ СИМВОЛ БОЛЬШЕ НЕ АКТИВЕН

Основная статистика
CIK 858803
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Avanir Pharmaceuticals Inc
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
February 10, 2015 SC 13G/A

AVNR / Avanir Pharmaceuticals Inc / PRICE T ROWE ASSOCIATES INC /MD/ - AVNR AS OF 01/31/2015 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6) AVANIR PHARMACEUTICALS INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 05348P401 (CUSIP Number) January 31, 2015 (Date of Event which Requires Filing of Statement) Check the appropriate box to designate the Rule pursuant to which this Sch

February 9, 2015 SC 13G/A

AVNR / Avanir Pharmaceuticals Inc / PRICE T ROWE ASSOCIATES INC /MD/ - AVNR AS OF 12/31/2014 Passive Investment

SC 13G/A 1 avnr13gadec14.htm AVNR AS OF 12/31/2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5) AVANIR PHARMACEUTICALS INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 05348P401 (CUSIP Number) December 31, 2014 (Date of Event which Requires Filing of Statement) Check the appropriate

January 15, 2015 15-12B

AVNR / Avanir Pharmaceuticals Inc 15-12B - - 15-12B

15-12B 1 d850322d1512b.htm 15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 15 CERTIFICATE AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-15803 Avanir Pharmaceuticals, Inc. (Exact

January 13, 2015 EX-3.2

AMENDED AND RESTATED BY-LAWS AVANIR PHARMACEUTICALS, INC. A Delaware Corporation Effective January 13, 2015 TABLE OF CONTENTS Page ARTICLE I OFFICES 1 Section 1.1 Registered Office 1 Section 1.2 Other Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS 1 S

EX-3.2 3 d850977dex32.htm EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF AVANIR PHARMACEUTICALS, INC. A Delaware Corporation Effective January 13, 2015 TABLE OF CONTENTS Page ARTICLE I OFFICES 1 Section 1.1 Registered Office 1 Section 1.2 Other Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS 1 Section 2.1 Place of Meetings 1 Section 2.2 Annual Meetings 1 Section 2.3 Special Meetings 1 Section 2.

January 13, 2015 SC TO-T/A

OTSKY / Otsuka Holdings Co. Ltd. SC TO-T/A - - SC TO-T/A

SC TO-T/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4) AVANIR PHARMACEUTICALS, INC. (Name of Subject Company) Bigarade Corporation (Offeror) a wholly owned direct subsidiary of Otsuka America, Inc. (Direct Parent of Offeror) a wholly owned indirect subsidiary

January 13, 2015 S-8 POS

AVNR / Avanir Pharmaceuticals Inc S-8 POS - - S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on January 13, 2015 Registration No.

January 13, 2015 S-8 POS

AVNR / Avanir Pharmaceuticals Inc S-8 POS - - S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on January 13, 2015 Registration No.

January 13, 2015 EX-3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AVANIR PHARMACEUTICALS, INC.

EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AVANIR PHARMACEUTICALS, INC. FIRST: The name of the corporation is Avanir Pharmaceuticals, Inc. (the “Corporation”). SECOND: The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, Wilmington, County of New Castle, 19801. The name of its registered agent at that address is The Co

January 13, 2015 EX-99.A.5.G

Otsuka Pharmaceutical Completes Acquisition of Avanir Pharmaceuticals

EX-99.A.5.G Exhibit (a)(5)(G) FOR IMMEDIATE RELEASE Company name: Otsuka Holdings Co., Ltd. Representative name: Tatsuo Higuchi President and Representative Director, CEO Stock ticker: 4578, Tokyo Stock Exchange, First Section Contact: Yuji Kogure Director, Investor Relations Department Telephone: +81-3-6361-7411 Otsuka Pharmaceutical Completes Acquisition of Avanir Pharmaceuticals Tokyo, Japan –

January 13, 2015 S-8 POS

AVNR / Avanir Pharmaceuticals Inc S-8 POS - - S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on January 13, 2015 Registration No.

January 13, 2015 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2015 Avanir Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-15803 33-0314804 (State or other jurisdiction of incorporation) (

January 13, 2015 S-8 POS

AVNR / Avanir Pharmaceuticals Inc S-8 POS - - S-8 POS

S-8 POS 1 d849874ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on January 13, 2015 Registration No. 333-197557 Registration No. 333-188860 Registration No. 333-181564 Registration No. 333-173206 Registration No. 333-166067 Registration No. 333-158595 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO Form S-8 Registrati

January 13, 2015 POS AM

AVNR / Avanir Pharmaceuticals Inc POS AM - - POS AM

POS AM As filed with the Securities and Exchange Commission on January 13, 2015 Registration No.

January 13, 2015 S-8 POS

AVNR / Avanir Pharmaceuticals Inc S-8 POS - - S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on January 13, 2015 Registration No.

January 13, 2015 S-8 POS

AVNR / Avanir Pharmaceuticals Inc S-8 POS - - S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on January 13, 2015 Registration No.

January 13, 2015 POS AM

AVNR / Avanir Pharmaceuticals Inc POS AM - - POS AM

POS AM As filed with the Securities and Exchange Commission on January 13, 2015 Registration No.

January 13, 2015 S-8 POS

AVNR / Avanir Pharmaceuticals Inc S-8 POS - - S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on January 13, 2015 Registration No.

January 13, 2015 S-8 POS

AVNR / Avanir Pharmaceuticals Inc S-8 POS - - S-8 POS

S-8 POS 1 d849858ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on January 13, 2015 Registration No. 333-150253 Registration No. 333-144221 Registration No. 333-125743 Registration No. 333-108716 Registration No. 333-38094 Registration No. 333-84183 Registration No. 333-83089 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 POST-EFFECTIVE AMENDMENT NO.

January 13, 2015 S-8 POS

AVNR / Avanir Pharmaceuticals Inc S-8 POS - - S-8 POS

S-8 POS 1 d849858ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on January 13, 2015 Registration No. 333-150253 Registration No. 333-144221 Registration No. 333-125743 Registration No. 333-108716 Registration No. 333-38094 Registration No. 333-84183 Registration No. 333-83089 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 POST-EFFECTIVE AMENDMENT NO.

January 13, 2015 S-8 POS

AVNR / Avanir Pharmaceuticals Inc S-8 POS - - S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on January 13, 2015 Registration No.

January 13, 2015 S-8 POS

AVNR / Avanir Pharmaceuticals Inc S-8 POS - - S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on January 13, 2015 Registration No.

January 13, 2015 S-8 POS

AVNR / Avanir Pharmaceuticals Inc S-8 POS - - S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on January 13, 2015 Registration No.

January 13, 2015 SC 14D9/A

AVNR / Avanir Pharmaceuticals Inc SC 14D9/A - - SC 14D9/A

SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 3) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 AVANIR PHARMACEUTICALS, INC. (Name of Subject Company) AVANIR PHARMACEUTICALS, INC. (Name of Person Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securi

January 13, 2015 S-8 POS

AVNR / Avanir Pharmaceuticals Inc S-8 POS - - S-8 POS

S-8 POS 1 d849874ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on January 13, 2015 Registration No. 333-197557 Registration No. 333-188860 Registration No. 333-181564 Registration No. 333-173206 Registration No. 333-166067 Registration No. 333-158595 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO Form S-8 Registrati

January 6, 2015 SC TO-T/A

OTSKY / Otsuka Holdings Co. Ltd. SC TO-T/A - - SC TO-T/A

SC TO-T/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) AVANIR PHARMACEUTICALS, INC. (Name of Subject Company) Bigarade Corporation (Offeror) a wholly owned direct subsidiary of Otsuka America, Inc. (Direct Parent of Offeror) a wholly owned indirect subsidiary

January 6, 2015 EX-99.B.2

CREDIT AGREEMENT

EX-99.B.2 2 d845952dex99b2.htm EX-99.B.2 Exhibit (b)(2) CREDIT AGREEMENT This CREDIT AGREEMENT (this “Agreement”) is dated as of January 6, 2015, and is by and between OTSUKA AMERICA, INC. (the “Borrower”), a corporation duly organized and validly existing under the laws of the State of Delaware, and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., a Japanese banking corporation (the “Bank”). The Borrower

January 5, 2015 EX-99.A.5.F

Otsuka Holdings Announces Expiration of HSR Waiting Period for Avanir Tender Offer

EX-(a)(5)(F) Exhibit (a)(5)(F) FOR IMMEDIATE RELEASE Company name: Otsuka Holdings Co.

January 5, 2015 SC 14D9/A

AVNR / Avanir Pharmaceuticals Inc SC 14D9/A - - SC 14D9/A

SC 14D9/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 2) Avanir Pharmaceuticals, Inc. (Name of Subject Company) Avanir Pharmaceuticals, Inc. (Name of Person Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Secur

January 5, 2015 SC TO-T/A

OTSKY / Otsuka Holdings Co. Ltd. SC TO-T/A - - SC TO-T/A

SC TO-T/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) AVANIR PHARMACEUTICALS, INC. (Name of Subject Company) Bigarade Corporation (Offeror) a wholly owned direct subsidiary of Otsuka America, Inc. (Direct Parent of Offeror) a wholly owned indirect subsidiary

January 5, 2015 EX-99.A.13

General Information

EX-99.A.13 2 d842504dex99a13.htm EX-99.A.13 Exhibit (a)(13) Employee Questions & Answers General Information In continuing with our commitment for on-going communication and information in connection with the announcement of the Company entering into a definitive agreement with Otsuka Pharmaceutical Co., Ltd. we have provided responses to questions being asked by the team. We would like to also re

January 2, 2015 SC 14D9/A

AVNR / Avanir Pharmaceuticals Inc SC 14D9/A - - SC 14D9/A

SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 1) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 AVANIR PHARMACEUTICALS, INC. (Name of Subject Company) AVANIR PHARMACEUTICALS, INC. (Name of Person Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securi

December 31, 2014 SC TO-T/A

OTSKY / Otsuka Holdings Co. Ltd. SC TO-T/A - - SC TO-T/A

SC TO-T/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) AVANIR PHARMACEUTICALS, INC. (Name of Subject Company) Bigarade Corporation (Offeror) a wholly owned direct subsidiary of Otsuka America, Inc. (Direct Parent of Offeror) a wholly owned indirect subsidiary

December 12, 2014 EX-99.D.4

SECOND AMENDMENT NON-DISCLOSURE AGREEMENT

EX-99.D.4 Exhibit (d)(4) EXECUTION VERSION SECOND AMENDMENT TO NON-DISCLOSURE AGREEMENT THIS SECOND AMENDMENT to the Non-Disclosure Agreement (“Amendment”) is effective as of SEPTEMBER 2, 2014, by and between AVANIR PHARMACEUTICALS, INC. (“Avanir”) and OTSUKA PHARMACEUTICAL CO. LTD. (“Company”). Hereafter, each of Avanir and Company may also be referred to as a “party” and sometimes collectively r

December 12, 2014 EX-99.A.1.G

Notice of Offer to Purchase for Cash All Outstanding Shares of Common Stock AVANIR PHARMACEUTICALS, INC. $17.00 NET PER SHARE BIGARADE CORPORATION a wholly owned indirect subsidiary OTSUKA PHARMACEUTICAL CO., LTD.

EX-99.A.1.G 8 d837450dex99a1g.htm EX-99.A.1.G Exhibit (a)(1)(G) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made only by the Offer to Purchase, dated December 12, 2014, and the related Letter of Transmittal and any amendments or supplements thereto, and is being made to all holders of Shares. Th

December 12, 2014 EX-99.D.3

FIRST AMENDMENT NON-DISCLOSURE AGREEMENT

EX-99.D.3 Exhibit (d)(3) FIRST AMENDMENT TO NON-DISCLOSURE AGREEMENT THIS FIRST AMENDMENT to the Non-Disclosure Agreement (“Amendment”) is effective as of JULY 16, 2013, by and between AVANIR PHARMACEUTICALS, INC. (“Avanir”) and OTSUKA PHARMACEUTICAL CO. LTD. (“Company”). Hereafter, each of Avanir and Company may also be referred to as a “party” and sometimes collectively referred to as the “parti

December 12, 2014 EX-99.E.17

Age

EX-99.E.17 Exhibit (e)(17) Excerpts from the Avanir Pharmaceuticals, Inc. Annual Report on Form 10-K, filed with the Securities and Exchange Commission on December 10, 2014. Item 10. Directors, Executive Officers and Corporate Governance Board of Directors The names of our directors, their ages and their positions with the Company as of December 1, 2014 are set forth below. Nominee / Director Name

December 12, 2014 SC TO-T

OTSKY / Otsuka Holdings Co. Ltd. SC TO-T - - SC TO-T

SC TO-T SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AVANIR PHARMACEUTICALS, INC. (Name of Subject Company) Bigarade Corporation (Offeror) a wholly owned direct subsidiary of Otsuka America, Inc. (Direct Parent of Offeror) a wholly owned indirect subsidiary of Otsuka Pharmaceut

December 12, 2014 SC 14D9

AVNR / Avanir Pharmaceuticals Inc SC 14D9 - - SC 14D9

SC 14D9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 AVANIR PHARMACEUTICALS, INC. (Name of Subject Company) AVANIR PHARMACEUTICALS, INC. (Name of Person Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securities)

December 12, 2014 EX-99.A.1.F

Request for Taxpayer Identification Number and Certification

EX-99.A.1.F Exhibit (a)(1)(F) Form W-9 (Rev. August 2013) Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification Give Form to the requester. Do not send to the IRS. Name (as shown on your income tax return) Business name/disregarded entity name, if different from above Check appropriate box for federal tax classification: Exemptions (see in

December 12, 2014 EX-99.A.1.E

Letter to Clients with Respect to Offer to Purchase All Outstanding Shares of Common Stock Avanir Pharmaceuticals, Inc. $17.00 Per Share, Net in Cash, Pursuant to the Offer to Purchase dated December 12, 2014 Bigarade Corporation an indirect wholly o

EX-99.A.1.E 6 d837450dex99a1e.htm EX-99.A.1.E Exhibit (a)(1)(E) Letter to Clients with Respect to Offer to Purchase All Outstanding Shares of Common Stock of Avanir Pharmaceuticals, Inc. at $17.00 Per Share, Net in Cash, Pursuant to the Offer to Purchase dated December 12, 2014 by Bigarade Corporation an indirect wholly owned subsidiary of Otsuka Pharmaceutical Co., Ltd. THE OFFER AND WITHDRAWAL R

December 12, 2014 EX-99.D.2

MUTUAL NON-DISCLOSURE AGREEMENT

EX-99.D.2 Exhibit (d)(2) MUTUAL NON-DISCLOSURE AGREEMENT MUTUAL NON-DISCLOSURE AGREEMENT THIS MUTUAL NON-DISCLOSURE AGREEMENT (this “Agreement”), entered into as of MAY 13, 2013 (the “Effective Date”), governs the disclosure of information by and between AVANIR PHARMACEUTICALS, INC., a Delaware corporation, with offices located at 20 Enterprise, Suite 200, Aliso Viejo, California, 92656, and OTSUK

December 12, 2014 EX-99.A.9

Avanir Pharmaceuticals, Inc. 30 Enterprise, Suite 400 Aliso Viejo, CA 92656

EX-99.A.9 Exhibit (a)(9) Avanir Pharmaceuticals, Inc. 30 Enterprise, Suite 400 Aliso Viejo, CA 92656 December 12, 2014 Dear Stockholder: We are pleased to inform you that, on December 1, 2014, Avanir Pharmaceuticals, Inc. (“Avanir”) entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with Otsuka Pharmaceutical Co., Ltd. (“Parent”) and Bigarade Corporation, a wholly owne

December 12, 2014 EX-99.A.5.E

Otsuka Pharmaceutical Commences Tender Offer to Acquire All Outstanding Shares of Avanir Pharmaceuticals

EX-99.A.5.E Exhibit (a)(5)(E) FOR IMMEDIATE RELEASE Company name: Otsuka Holdings Co., Ltd. Representative name: Tatsuo Higuchi President and Representative Director, CEO Stock ticker: 4578, Tokyo Stock Exchange, First Section Contact: Yuji Kogure Director, Investor Relations Department Telephone: +81-3-6361-7411 Otsuka Pharmaceutical Commences Tender Offer to Acquire All Outstanding Shares of Ava

December 12, 2014 EX-99.A.1.B

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION Letter of Transmittal To Tender Shares of Common Stock Avanir Pharmaceuticals, Inc. $17.00 Per Share, Net in Cash, Pursuant to the Offer to Purchase dated December 12, 2014 Bigarade Cor

EX-99.A.1.B 3 d837450dex99a1b.htm EX-99.A.1.B Exhibit (a)(1)(B) THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION Letter of Transmittal To Tender Shares of Common Stock of Avanir Pharmaceuticals, Inc. at $17.00 Per Share, Net in Cash, Pursuant to the Offer to Purchase dated December 12, 2014 by Bigarade Corporation an indirect wholly owned subsidiary of Otsuka Pharmaceutical Co., Lt

December 12, 2014 EX-99.A.1.D

Letter to Brokers and Dealers with Respect to Offer to Purchase All Outstanding Shares of Common Stock Avanir Pharmaceuticals, Inc. $17.00 Per Share, Net in Cash, Pursuant to the Offer to Purchase dated December 12, 2014 Bigarade Corporation an indir

EX-99.A.1.D 5 d837450dex99a1d.htm EX-99.A.1.D Exhibit (a)(1)(D) Letter to Brokers and Dealers with Respect to Offer to Purchase All Outstanding Shares of Common Stock of Avanir Pharmaceuticals, Inc. at $17.00 Per Share, Net in Cash, Pursuant to the Offer to Purchase dated December 12, 2014 by Bigarade Corporation an indirect wholly owned subsidiary of Otsuka Pharmaceutical Co., Ltd. THE OFFER AND

December 12, 2014 EX-99.A.1.A

Offer to Purchase for Cash All Outstanding Shares of Common Stock AVANIR PHARMACEUTICALS, INC. $17.00 NET PER SHARE BIGARADE CORPORATION a wholly owned indirect subsidiary of OTSUKA PHARMACEUTICAL CO., LTD. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE

EX-99.A.1.A Exhibit (a)(1)(A) Offer to Purchase for Cash All Outstanding Shares of Common Stock of AVANIR PHARMACEUTICALS, INC. at $17.00 NET PER SHARE by BIGARADE CORPORATION a wholly owned indirect subsidiary of OTSUKA PHARMACEUTICAL CO., LTD. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF JANUARY 12, 2015, UNLESS THE OFFER IS EXTENDED (SUCH DATE

December 12, 2014 EX-99.B.1

Commitment Letter concerning USD3,540,000,000 Credit Facility

EX-99.B.1 10 d837450dex99b1.htm EX-99.B.1 Exhibit (b)(1) December 9, 2014 Otsuka Holdings Co., Ltd. 2-9 Kanda-Tsukasamachi, Chiyoda-ku, Tokyo 101-0048 Attn: Mr. Atsumasa Makise Otsuka America, Inc. One Embarcadero Center, Suite 2020, San Francisco, CA 94111, U.S.A. Attn: Ms. Noriko Tojo Dear Sirs, Commitment Letter concerning USD3,540,000,000 Credit Facility We (“us” or the “Bank”) refer to the co

December 12, 2014 EX-99.A.1.C

Notice of Guaranteed Delivery Offer to Purchase All Outstanding Shares of Common Stock Avanir Pharmaceuticals, Inc. $17.00 Per Share, Net in Cash, Pursuant to the Offer to Purchase dated December 12, 2014 Bigarade Corporation an indirect wholly owned

EX-99.A.1.C 4 d837450dex99a1c.htm EX-99.A.1.C Exhibit (a)(1)(C) Notice of Guaranteed Delivery for Offer to Purchase All Outstanding Shares of Common Stock of Avanir Pharmaceuticals, Inc. at $17.00 Per Share, Net in Cash, Pursuant to the Offer to Purchase dated December 12, 2014 by Bigarade Corporation an indirect wholly owned subsidiary of Otsuka Pharmaceutical Co., Ltd. THE OFFER AND WITHDRAWAL R

December 11, 2014 SC14D9C

AVNR / Avanir Pharmaceuticals Inc SC14D9C - - SC14D9C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 AVANIR PHARMACEUTICALS, INC. (Name of Subject Company) AVANIR PHARMACEUTICALS, INC. (Name of Person Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securities) 05348P401 (CUSIP Numbe

December 10, 2014 EX-10.37

Page 1 of 79

EX-10.37 6 d782149dex1037.htm EX-10.37 Exhibit 10.37 SUBLEASE 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”). BACKGROUND A. Pursuant

December 10, 2014 SC TO-C

OTSKY / Otsuka Holdings Co. Ltd. SC TO-C - - SC TO-C

SC TO-C 1 d835602dsctoc.htm SC TO-C SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AVANIR PHARMACEUTICALS, INC. (Name of Subject Company) Bigarade Corporation (Offeror) a wholly owned direct subsidiary of Otsuka America, Inc. (Direct Parent of Offeror) a wholly owned indirect sub

December 10, 2014 EX-10.17

AVANIR PHARMACEUTICALS, INC. 2014 INCENTIVE PLAN

EX-10.17 Exhibit 10.17 AVANIR PHARMACEUTICALS, INC. 2014 INCENTIVE PLAN 1. DEFINED TERMS Exhibit A, which is incorporated by reference, defines the terms used in the Plan and sets forth certain operational rules related to those terms. 2. PURPOSE The Plan has been established to advance the interests of the Company by providing for the grant to Participants of Stock-based and other incentive Award

December 10, 2014 EX-10.24

December 1, 2014

EX-10.24 Exhibit 10.24 December 1, 2014 Keith Katkin c/o Avanir Pharmaceuticals 30 Enterprise, Suite 400 Aliso Viejo, CA 92656 Dear Keith: This letter presents the following definitive terms for your on-going service as President and Chief Executive Officer. TITLE AND RESPONSIBILITIES Your position will continue to be that of President and Chief Executive Officer and you will have such responsibil

December 10, 2014 EX-10.38

CHANGE OF CONTROL AGREEMENT

EX-10.38 Exhibit 10.38 CHANGE OF CONTROL AGREEMENT 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”). RECITALS A. It is expected that other e

December 10, 2014 EX-10.39

, 2014

EX-10.39 Exhibit 10.39 , 2014 Name [insert employee’s home address] Dear Name, As you know, as a member of the senior management team of Avanir Pharmaceutical, Inc. (the “Company”), you are eligible to receive change of control severance benefits under your Change of Control Agreement with the Company, as amended from time to time. This letter is to inform you that the Company has determined to pr

December 10, 2014 EX-10.22

AVANIR PHARMACEUTICALS, INC. DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT

EX-10.22 Exhibit 10.22 AVANIR PHARMACEUTICALS, INC. DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made effective as of by and between Avanir Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, the Company, which is organized under the General Corporation Law of the State of Delaware (“DGCL”), wishes t

December 10, 2014 EX-10.23

CHANGE OF CONTROL AGREEMENT

EX-10.23 Exhibit 10.23 CHANGE OF CONTROL AGREEMENT This Change of Control Agreement (the “Agreement”), dated as of , 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 (“Employee”). RECITALS A. It is expected that other entities or individuals

December 10, 2014 10-K

Avanir Pharmaceuticals 10-K (Annual Report)

10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

December 10, 2014 EX-10.41

As you may know, [Orange], Inc., a Delaware corporation (the “

EX-10.41 Exhibit 10.41 TO: [name] DATE: , 2014 RE: Waiver of Good Reason 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

December 10, 2014 EX-99.A.5.D

xCover sheet

EX-99.A.5.D Exhibit (a)(5)(D) xCover sheet Document title: Extraordinary Report Filing to: Director-General of the Kanto Local Finance Bureau Filing date: December 10, 2014 Company name: Otsuka Holdings Co., Ltd. Title and name of representative: Tatsuo Higuchi President and Representative Director, CEO Registered address: 2-9, Kanda Tsukasa-machi, Chiyoda-ku, Tokyo 101-8535, Japan Telephone numbe

December 10, 2014 EX-10.40

AMENDMENT TO CHANGE OF CONTROL AGREEMENT

EX-10.40 Exhibit 10.40 AMENDMENT TO CHANGE OF CONTROL AGREEMENT 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”). RECITALS WHEREAS, the Company, [ ], a Japanese joint stock company, and Bigarade Corporation, a Delaware corporation (

December 10, 2014 EX-99.1

NUEDEXTA Safety Information

EX-99.1 Exhibit 99.1 NUEDEXTA Safety Information NUEDEXTA is indicated for the treatment of pseudobulbar affect (PBA). PBA occurs secondary to a variety of otherwise unrelated neurological conditions, and is characterized by involuntary, sudden, and frequent episodes of laughing and/or crying. PBA episodes typically occur out of proportion or incongruent to the underlying emotional state. Studies

December 2, 2014 SC TO-C

AVANIR PHARMACEUTICALS, INC. SC TO-C

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AVANIR PHARMACEUTICALS, INC. (Name of Subject Company) Bigarade Corporation (Offeror) a wholly owned direct subsidiary of Otsuka America, Inc. (Direct Parent of Offeror) a wholly owned indirect subsidiary of Otsuka Pharmaceutical Co.

December 2, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

8-K 1 d829607d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 1, 2014 Avanir Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-15803 33-0314804 (State or other jurisd

December 2, 2014 EX-99.A.5.B

Press Release of Otsuka Pharmaceutical Co., Ltd. dated December 2, 2014

EX-99.A.5.B 3 ex99a5b.htm PRESS RELEASE AVANIR PHARMACEUTICALS, INC. SC TO-C Exhibit (a)(5)(B) OTSUKA PHARMACEUTICAL TO ACQUIRE AVANIR PHARMACEUTICALS Full-scale entry to neurologic diseases area widens core business presence in CNS Tokyo, Japan – December 2, 2014 – Otsuka Pharmaceutical Co., Ltd. is pleased to announce an agreement with Avanir Pharmaceuticals, Inc. (“Avanir”) in which Otsuka Amer

December 2, 2014 EX-99.A.5.A

English Translation of Press Release of Otsuka Holdings Co., Ltd. filed with the Tokyo Stock Exchange and dated December 2, 2014

AVANIR PHARMACEUTICALS, INC. SC TO-C Exhibit (a)(5)(A) December 2, 2014 Company name: Otsuka Holdings Co., Ltd. Representative name: Tatsuo Higuchi President and Representative Director, CEO Stock ticker: 4578, Tokyo Stock Exchange, First Section Contact: Yuji Kogure Director, Investor Relations Department Telephone: +81-3-6361-7411 Otsuka Pharmaceutical to Acquire Avanir Pharmaceuticals Full-scal

December 2, 2014 SC14D9C

AVNR / Avanir Pharmaceuticals Inc SC14D9C - - SC14D9C

SC14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 AVANIR PHARMACEUTICALS, INC. (Name of Subject Company) AVANIR PHARMACEUTICALS, INC. (Name of Person Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securities) 05348P401 (CUS

December 2, 2014 EX-2.1

AGREEMENT AND PLAN OF MERGER by and among OTSUKA PHARMACEUTICAL CO., LTD., BIGARADE CORPORATION AVANIR PHARMACEUTICALS, INC. Dated as of December 1, 2014 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS & INTERPRETATIONS 5 1.1 Certain Definitions 5 1.2 A

EX-2.1 2 d829607dex21.htm EXHIBIT 2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among OTSUKA PHARMACEUTICAL CO., LTD., BIGARADE CORPORATION and AVANIR PHARMACEUTICALS, INC. Dated as of December 1, 2014 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS & INTERPRETATIONS 5 1.1 Certain Definitions 5 1.2 Additional Definitions 14 1.3 Certain Interpretations 16 ARTICLE II THE OFFER 1

December 2, 2014 EX-99.A.5.C

English Translation of Investor Presentation of Otsuka Holdings Co., Ltd. dated December 2, 2014

AVANIR PHARMACEUTICALS, INC. SC TO-C Exhibit (a)(5)(C) Acquisition of Avanir Pharmaceuticals Tatsuo Higuchi President & Representative Director, CEO Otsuka Holdings Co., Ltd. 2 Dec, 2014 1 Note to Investors The tender offer to purchase shares of Avanir common stock referenced in this presentation has not yet commenced, and this presentation is neither an offer to purchase, nor a solicitation of an

December 2, 2014 EX-99.1

AVANIR PHARMACEUTICALS TO BE ACQUIRED BY OTSUKA PHARMACEUTICAL FOR $3.5 BILLION

Exhibit 99.1 Exhibit 99.1 AVANIR PHARMACEUTICALS TO BE ACQUIRED BY OTSUKA PHARMACEUTICAL FOR $3.5 BILLION ALISO VIEJO, Calif., Dec. 2, 2014 – Avanir Pharmaceuticals, Inc. (NASDAQ: AVNR) today announced that it has entered into a definitive agreement with Otsuka Pharmaceutical Co., Ltd. pursuant to which Otsuka will acquire Avanir for $17.00 per share in cash. The transaction, which values Avanir a

December 2, 2014 SC14D9C

AVNR / Avanir Pharmaceuticals Inc SC14D9C - - SCHEDULE 14D-9C

SC14D9C 1 d831222dsc14d9c.htm SCHEDULE 14D-9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 AVANIR PHARMACEUTICALS, INC. (Name of Subject Company) AVANIR PHARMACEUTICALS, INC. (Name of Person Filing Statement) Common Stock, par value $0.0001 per share (Title

November 28, 2014 EX-99.1

Avanir Pharmaceuticals Receives Complete Response Letter (CRL) from FDA on AVP-825 NDA —Company Plans to Complete a New Human Factor Validation Study and Respond to the CRL in the First Half of Calendar 2015—

EX-99.1 2 d829841dex991.htm EX-99.1 Exhibit 99.1 Avanir Pharmaceuticals Receives Complete Response Letter (CRL) from FDA on AVP-825 NDA —Company Plans to Complete a New Human Factor Validation Study and Respond to the CRL in the First Half of Calendar 2015— ALISO VIEJO, Calif., November 26, 2014 — Avanir Pharmaceuticals, Inc. (NASDAQ: AVNR) today announced that the U.S. Food and Drug Administratio

November 28, 2014 8-K

Financial Statements and Exhibits, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 26, 2014 Avanir Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-15803 33-0314804 (State or other jurisdiction of incorporation)

November 12, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 d820808d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 10, 2014 Avanir Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-15803 33-0314804 (State or other juris

November 10, 2014 SC 13G/A

AVNR / Avanir Pharmaceuticals Inc / Baker Brothers Advisors LP - FORM SC 13G/A Passive Investment

SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Under the Securities Exchange Act of 1934 (Amendment No.

November 7, 2014 8-K

Financial Statements and Exhibits, Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 7, 2014 Avanir Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-15803 33-0314804 (State or other jurisdiction of incorporati

November 7, 2014 EX-99.1

Avanir Pharmaceuticals Announces Preliminary Feedback from the FDA on AVP-825 for the Acute Treatment of Migraine

EX-99.1 Exhibit 99.1 Avanir Pharmaceuticals Announces Preliminary Feedback from the FDA on AVP-825 for the Acute Treatment of Migraine ALISO VIEJO, Calif., November 7, 2014 — Avanir Pharmaceuticals, Inc. (NASDAQ: AVNR) today announced that the U.S. Food and Drug Administration (FDA) has issued preliminary written feedback to its New Drug Application (NDA) for AVP-825. AVP-825 is a drug-device comb

September 25, 2014 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 d794294d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): September 23, 2014 Avanir Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-15803 33-0314804 (State or other juri

September 25, 2014 EX-1.1

Avanir Pharmaceuticals, Inc. 18,200,000 Shares of Common Stock Underwriting Agreement

EX-1.1 2 d794294dex11.htm EX-1.1 Exhibit 1.1 Execution Version Avanir Pharmaceuticals, Inc. 18,200,000 Shares of Common Stock Underwriting Agreement September 23, 2014 J.P. MORGAN SECURITIES LLC DEUTSCHE BANK SECURITIES INC. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue

September 25, 2014 424B5

CALCULATION OF REGISTRATION FEE Title of Securities to be Registered Maximum Aggregate Offering Price (1) Amount of Registration Fee (2) Common Stock, $0.0001 par value per share $230,230,000.00 $29,653.62

424B5 Table of Contents CALCULATION OF REGISTRATION FEE Title of Securities to be Registered Maximum Aggregate Offering Price (1) Amount of Registration Fee (2) Common Stock, $0.

September 22, 2014 424B5

$200,000,000 Common Stock

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-198878 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus do not constitute an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sa

September 22, 2014 S-3ASR

AVNR / Avanir Pharmaceuticals Inc S-3ASR - - S-3ASR

S-3ASR Table of Contents As filed with the Securities and Exchange Commission on September 22, 2014 Registration No.

September 22, 2014 EX-4.2

AVANIR PHARMACEUTICALS, INC. Debt Securities Dated as of , 201 [ ], as Trustee CROSS-REFERENCE TABLE This Cross-Reference Table is not a part of the Indenture TIA Section Indenture Section 310(a)(1) 7.10 (a)(2) 7.10 (a)(3) N.A. (a)(4) N.A. (b) 7.08;

EX-4.2 Exhibit 4.2 AVANIR PHARMACEUTICALS, INC. Debt Securities Indenture Dated as of , 201 [ ], as Trustee CROSS-REFERENCE TABLE This Cross-Reference Table is not a part of the Indenture TIA Section Indenture Section 310(a)(1) 7.10 (a)(2) 7.10 (a)(3) N.A. (a)(4) N.A. (b) 7.08; 7.10; 12.02 311(a) 7.11 (b) 7.11 (c) N.A. 312(a) 2.05 (b) 12.03 (c) 12.03 313(a) 7.06 (b)(1) N.A. (b)(2) 7.06 (c) 12.02 (

September 15, 2014 EX-99.1

Avanir Pharmaceuticals Announces Positive Phase II Trial Results for AVP-923 in Treatment of Agitation in Patients with Alzheimer’s Disease — Significantly Improved Agitation in 220-Patient 10-week Study— — Company Plans to Meet with FDA to Discuss I

EX-99.1 Exhibit 99.1 Avanir Pharmaceuticals Announces Positive Phase II Trial Results for AVP-923 in Treatment of Agitation in Patients with Alzheimer’s Disease — Significantly Improved Agitation in 220-Patient 10-week Study— — Company Plans to Meet with FDA to Discuss Initiation of Pivotal Development Program — — Data to be Presented at the American Neurological Association Meeting in October — A

September 15, 2014 8-K

Financial Statements and Exhibits, Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): September 15, 2014 Avanir Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-15803 33-0314804 (State or other jurisdiction of incorpora

August 7, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

August 5, 2014 EX-99.1

Avanir Pharmaceuticals Reports Fiscal 2014 Third Quarter Financial and Business Update

EX-99.1 Exhibit 99.1 Avanir Pharmaceuticals Reports Fiscal 2014 Third Quarter Financial and Business Update ALISO VIEJO, Calif., August 5, 2014-Avanir Pharmaceuticals, Inc. (NASDAQ: AVNR) today reported financial results for the three and nine months ended June 30, 2014. Quarterly Financial Highlights • Total company net revenues of $28.6 million. • Net NUEDEXTA® sales of $26.5 million. • Cash, ca

August 5, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d772146d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 5, 2014 Avanir Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-15803 33-0314804 (State or other jurisdic

July 22, 2014 EX-99.2

AVANIR PHARMACEUTICALS, INC. 2014 INCENTIVE PLAN

EX-99.2 4 d760950dex992.htm EX-99.2 Exhibit 99.2 AVANIR PHARMACEUTICALS, INC. 2014 INCENTIVE PLAN 1. DEFINED TERMS Exhibit A, which is incorporated by reference, defines the terms used in the Plan and sets forth certain operational rules related to those terms. 2. PURPOSE The Plan has been established to advance the interests of the Company by providing for the grant to Participants of Stock-based

July 22, 2014 S-8

AVNR / Avanir Pharmaceuticals Inc S-8 - - S-8

S-8 As filed with the Securities and Exchange Commission on July 22, 2014 Registration No.

July 17, 2014 CORRESP

AVNR / Avanir Pharmaceuticals Inc CORRESP - -

CORRESP Gibson, Dunn & Crutcher LLP 555 Mission Street San Francisco, CA 94105-0921 Tel 415.

June 27, 2014 CORRESP

-

CORRESP 1 filename1.htm Ryan A. Murr Direct: +1 415.393.8373 Fax: +1 415.374.8430 [email protected] June 27, 2014 VIA EDGAR AND OVERNIGHT MAIL Jim B. Rosenberg Senior Assistant Chief Accountant U.S. Securities and Exchange Commission 100 F Street, N.E. Mail Stop 3030 Washington, D.C. 20549 Re: Avanir Pharmaceuticals, Inc. Form 10-K for the Fiscal Year Ended September 30, 2013 Filed December 11,

June 23, 2014 CORRESP

-

CORRESP Ryan A. Murr Direct: +1 415.393.8373 Fax: +1 415.374.8430 [email protected] June 23, 2014 VIA EDGAR Jim B. Rosenberg Senior Assistant Chief Accountant U.S. Securities and Exchange Commission 100 F Street, N.E. Mail Stop 3030 Washington, D.C. 20549 Re: Avanir Pharmaceuticals, Inc. Form 10-K for the Fiscal Year Ended September 30, 2013 Filed December 11, 2013 File No. 001-15803 Dear Mr. R

June 10, 2014 EX-99.1

AGREEMENT

EX-99.1 2 v381103ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that this Statement on Schedule 13G relating to the Common Stock of Avanir Pharmaceuticals, Inc. is being filed with the Securities and Exchange Commission on behalf of each of them. June 10, 2014 BAKER BROS. ADVISOR

June 10, 2014 SC 13G

AVNR / Avanir Pharmaceuticals Inc / Baker Brothers Advisors LP - SC 13G Passive Investment

SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Under the Securities Exchange Act of 1934 (Amendment No.

May 16, 2014 CORRESP

-

CORRESP Gibson, Dunn & Crutcher LLP 555 Mission Street San Francisco, CA 94105-0921 Tel 415.

May 9, 2014 424B3

Avanir Pharmaceuticals, Inc. Common Stock May 9, 2014

424B3 Prospectus Supplement (to Prospectus dated May 7, 2014) Filed Pursuant to Rule 424(b)(3) Registration No.

May 8, 2014 CORRESP

-

CORRESP 1 filename1.htm Ryan A. Murr Direct: +1 415.393.8373 Fax: +1 415.374.8430 [email protected] May 8, 2014 VIA EDGAR Jim B. Rosenberg Senior Assistant Chief Accountant U.S. Securities and Exchange Commission 100 F Street, N.E. Mail Stop 3030 Washington, D.C. 20549 Re: Avanir Pharmaceuticals, Inc. Form 10-K for the Fiscal Year Ended September 30, 2013 Filed December 11, 2013 File No. 001-15

May 7, 2014 8-K

Financial Statements and Exhibits, Other Events

8-K 1 d721714d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 7, 2014 Avanir Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-15803 33-0314804 (State or other jurisdictio

May 7, 2014 EX-1.1

AVANIR PHARMACEUTICALS, INC. AMENDMENT NO. 3 TO SALES AGREEMENT

EX-1.1 Exhibit 1.1 AVANIR PHARMACEUTICALS, INC. AMENDMENT NO. 3 TO SALES AGREEMENT May 7, 2014 Cowen and Company, LLC 599 Lexington Avenue New York, NY 10022 Ladies and Gentlemen: Reference is made to the Sales Agreement, dated August 8, 2012, as amended by Amendment No. 1, dated July 5, 2013, and Amendment No. 2, dated December 10, 2013, including the Schedules thereto (as so amended, the “Sales

May 7, 2014 424B5

$50,000,000 Common Stock

424B5 Table of Contents Filed Pursuant to 424(b)(5) Registration No. 333-183153 PROSPECTUS SUPPLEMENT (To Prospectus dated August 8, 2012) $50,000,000 Common Stock On May 7, 2014, we entered into Amendment No. 3 to the sales agreement with Cowen and Company, LLC, or Cowen, relating to the sale of up to an additional $50,000,000 of shares of our common stock, $0.0001 par value per share. This prosp

May 7, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

May 6, 2014 EX-99.1

Avanir Pharmaceuticals Reports Fiscal 2014 Second Quarter Financial and Business Results

EX-99.1 Exhibit 99.1 Avanir Pharmaceuticals Reports Fiscal 2014 Second Quarter Financial and Business Results ALISO VIEJO, Calif., May 6, 2014-Avanir Pharmaceuticals, Inc. (NASDAQ: AVNR) today reported financial results for the three and six months ended March 31, 2014. Quarterly Financial Highlights • Total company net revenues of $26.9 million • Net NUEDEXTA® sales of $24.4 million • Cash, cash

May 6, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d722530d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 6, 2014 Avanir Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-15803 33-0314804 (State or other jurisdictio

May 5, 2014 8-K

Financial Statements and Exhibits, Other Events

8-K 1 d723471d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 30, 2014 Avanir Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-15803 33-0314804 (State or other jurisdic

May 5, 2014 EX-99.1

Avanir Pharmaceuticals Prevails in NUEDEXTA Patent Trial Resulting in Exclusivity Through 2026

EX-99.1 2 d723471dex991.htm EX-99.1 Exhibit 99.1 Avanir Pharmaceuticals Prevails in NUEDEXTA Patent Trial Resulting in Exclusivity Through 2026 ALISO VIEJO, Calif., April 30, 2014, 2014 — Avanir Pharmaceuticals, Inc. (NASDAQ: AVNR) today announced that the U.S. District Court for the District of Delaware has ruled in favor of Avanir in the company’s patent infringement lawsuit against Par Pharmace

April 23, 2014 CORRESP

-

CORRESP Ryan A. Murr Direct: +1 415.393.8373 Fax: +1 415.374.8430 [email protected] April 23, 2014 VIA EDGAR Jim B. Rosenberg Senior Assistant Chief Accountant U.S. Securities and Exchange Commission 100 F Street, N.E. Mail Stop 3030 Washington, D.C. 20549 Re: Avanir Pharmaceuticals, Inc. Form 10-K for the Fiscal Year Ended September 30, 2013 Filed December 11, 2013 File No. 001-15803 Dear Mr.

March 19, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 18, 2014 Avanir Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-15803 33-0314804 (State or other jurisdiction of incorporation

March 13, 2014 CORRESP

-

CORRESP March 13, 2014 Lisa M. Kahle T +1 (415) 315-6320 F +1 (415) 315-6033 [email protected] Via EDGAR and Federal Express Jim B. Rosenberg Senior Assistant Chief Accountant U.S. Securities and Exchange Commission 100 F Street, N.E. Mail Stop 3030 Washington, D.C. 20549 Re: Avanir Pharmaceuticals, Inc. Form 10-K for the Fiscal Year Ended September 30, 2013 Filed December 11, 2013 Form 8-K

February 19, 2014 EX-10.1

AVANIR PHARMACEUTICALS, INC. 2014 INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENT (EMPLOYEES)

EX-10.1 Exhibit 10.1 Name: [—] Number of Shares of Stock Subject to Option: [—] Price Per Share: $[—] Date of Grant: [—] AVANIR PHARMACEUTICALS, INC. 2014 INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENT (EMPLOYEES) This agreement (the “Agreement”) evidences a stock option granted by Avanir Pharmaceuticals, Inc. (the “Company”) to the individual named above (the “Optionee”) pursuant to the Avanir P

February 19, 2014 EX-10.3

AVANIR PHARMACEUTICALS, INC. 2014 INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT (EMPLOYEES)

EX-10.3 Exhibit 10.3 Name: [—] Number of Restricted Stock Units subject to Award: [—] Date of Grant: [—] AVANIR PHARMACEUTICALS, INC. 2014 INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT (EMPLOYEES) This agreement (this “Agreement”) evidences an award (the “Award”) of restricted stock units (the “Restricted Stock Units”) granted by Avanir Pharmaceuticals, Inc. (the “Company”) to the individual name

February 19, 2014 EX-10.2

AVANIR PHARMACEUTICALS, INC. 2014 INCENTIVE PLAN NON-STATUTORY STOCK OPTION AGREEMENT (EMPLOYEES)

EX-10.2 Exhibit 10.2 Name: [—] Number of Shares of Stock Subject to Option: [—] Price Per Share: $[—] Date of Grant: [—] AVANIR PHARMACEUTICALS, INC. 2014 INCENTIVE PLAN NON-STATUTORY STOCK OPTION AGREEMENT (EMPLOYEES) This agreement (the “Agreement”) evidences a stock option granted by Avanir Pharmaceuticals, Inc. (the “Company”) to the individual named above (the “Optionee”) pursuant to the Avan

February 19, 2014 EX-3.2

AMENDED & RESTATED AVANIR PHARMACEUTICALS, INC. a Delaware corporation (the “Corporation”) ARTICLE I

EX-3.2 3 d678606dex32.htm EX-3.2 Exhibit 3.2 AMENDED & RESTATED BYLAWS OF AVANIR PHARMACEUTICALS, INC. a Delaware corporation (the “Corporation”) ARTICLE I Stockholders SECTION 1. Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these Bylaws as an “Annual Meeting”) shall be held at the hour, date and place within or without the United States which is fixed

February 19, 2014 EX-3.1

CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION AVANIR PHARMACEUTICALS, INC.

EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF AVANIR PHARMACEUTICALS, INC. Avanir Pharmaceuticals, Inc. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify: 1. The Certificate of Incorporation of the Corporation was filed with the Secretary of State of Delaware on March 10, 2009. 2. This Certifi

February 19, 2014 CORRESP

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CORRESP February 19, 2014 Lisa M. Kahle T +1 (415) 315-6320 F +1 (415) 315-6033 [email protected] Via EDGAR and Federal Express Jim B. Rosenberg Senior Assistant Chief Accountant U.S. Securities and Exchange Commission 100 F Street, N.E. Mail Stop 3030 Washington, D.C. 20549 Re: Avanir Pharmaceuticals, Inc. Form 10-K for the Fiscal Year Ended September 30, 2013 Filed December 11, 2013 Form

February 19, 2014 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

8-K 1 d678606d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 12, 2014 Avanir Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-15803 33-0314804 (State or other juris

February 19, 2014 EX-10.4

AVANIR PHARMACEUTICALS, INC. 2014 INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT (DIRECTORS)

EX-10.4 Exhibit 10.4 Name: [—] Number of Restricted Stock Units subject to Award: [—] Date of Grant: [—] AVANIR PHARMACEUTICALS, INC. 2014 INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT (DIRECTORS) This agreement (this “Agreement”) evidences an award (the “Award”) of restricted stock units (the “Restricted Stock Units”) granted by Avanir Pharmaceuticals, Inc. (the “Company”) to the undersigned (th

February 14, 2014 SC 13G/A

AVNR / Avanir Pharmaceuticals Inc / Wellington Management Group LLP - DISCLOSURE DOCUMENT Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Avanir Pharmaceuticals, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 05348P401 (CUSIP Number) December 31, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

February 11, 2014 SC 13G/A

AVNR / Avanir Pharmaceuticals Inc / VANGUARD GROUP INC Passive Investment

avanirpharma.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1 )* Name of issuer: AVANIR Pharmaceuticals Inc Title of Class of Securities: Common Stock CUSIP Number: 05348P401 Date of Event Which Requires Filing of this Statement: December 31, 2013 Check the appropriate

February 10, 2014 SC 13G/A

AVNR / Avanir Pharmaceuticals Inc / PRICE T ROWE ASSOCIATES INC /MD/ - AVNR AS OF 12/31/2013 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* AVANIR PHARMACEUTICALS INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 05348P401 (CUSIP Number) December 31, 2013 (Date of Event which Requires Filing of Statement) Check the appropriate box to designate the Rule pursuant to which this S

February 6, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

10-Q 1 d652551d10q.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended December 31, 2013 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition peri

February 5, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d669453d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 5, 2014 Avanir Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-15803 33-0314804 (State or other jurisdictio

February 5, 2014 EX-99.1

AVANIR PHARMACEUTICALS REPORTS FISCAL 2014 FIRST QUARTER FINANCIAL AND BUSINESS RESULTS

EX-99.1 Exhibit 99.1 AVANIR PHARMACEUTICALS REPORTS FISCAL 2014 FIRST QUARTER FINANCIAL AND BUSINESS RESULTS ALISO VIEJO, Calif., February 5, 2014-Avanir Pharmaceuticals, Inc. (NASDAQ: AVNR) today reported financial results for the three months ended December 31, 2013. Quarterly Financial Highlights • Total company net revenues of $26.7 million • Gross and net NUEDEXTA® sales increased to $31.3 mi

January 17, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d661853d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 13, 2014 Avanir Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-15803 33-0314804 (State or other jurisdictio

January 17, 2014 EX-99.1

Avanir Pharmaceuticals Pre-announces Preliminary Fiscal 2014 First Quarter Financial Information

EX-99.1 2 d661853dex991.htm EX-99.1 Exhibit 99.1 Avanir Pharmaceuticals Pre-announces Preliminary Fiscal 2014 First Quarter Financial Information ALISO VIEJO, Calif., January 13, 2014—Avanir Pharmaceuticals, Inc. (NASDAQ: AVNR) today announced preliminary financial information (unaudited) for the quarter-ended December 31, 2013, in anticipation of the company’s attendance at the J.P. Morgan 32nd A

January 10, 2014 DEFA14A

- DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule

January 10, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 d655807d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 6, 2014 Avanir Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-15803 33-0314804 (State or other jurisdi

December 30, 2013 DEFA14A

- DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule

December 30, 2013 DEF 14A

- DEF 14A

DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement þ Definitive Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule

December 18, 2013 PRE 14A

- PRE 14A

PRE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: þ Preliminary Proxy Statement ¨ Definitive Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule

December 11, 2013 EX-10.34

SUBLEASE AGREEMENT

EX-10.34 5 d606421dex1034.htm EX-10.34 Exhibit 10.34 SUBLEASE AGREEMENT THIS SUBLEASE AGREEMENT (this “Sublease”) dated as of November 8, 2013 (the “Effective Date”), is made by and between VALEANT PHARMACEUTICALS INTERNATIONAL, INC., a British Columbia corporation (“Sublandlord”), and AVANIR PHARMACEUTICALS, INC., a Delaware corporation (“Subtenant”). 1. Subleased Premises. Sublandlord hereby sub

December 11, 2013 EX-10.29

FIRST AMENDMENT TO SUMMIT OFFICE LEASE

EX-10.29 3 d606421dex1029.htm EX-10.29 Exhibit 10.29 FIRST AMENDMENT TO SUMMIT OFFICE LEASE THIS FIRST AMENDMENT TO SUMMIT OFFICE LEASE (this “Amendment”) is made and entered into as of September 27, 2013, by and between ALISO VIEJO RP-V1, LLC, a Delaware limited liability company (“Landlord”), and AVANIR PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”). R E C I T A L S A. Landlord and Ten

December 11, 2013 EX-99.1

NUEDEXTA Safety Information

EX-99.1 11 d606421dex991.htm EX-99.1 Exhibit 99.1 NUEDEXTA Safety Information NUEDEXTA is indicated for the treatment of pseudobulbar affect (PBA). PBA occurs secondary to a variety of otherwise unrelated neurological conditions, and is characterized by involuntary, sudden, and frequent episodes of laughing and/or crying. PBA episodes typically occur out of proportion or incongruent to the underly

December 11, 2013 EX-10.15

2005 EQUITY INCENTIVE PLAN AVANIR PHARMACEUTICALS, INC.

EX-10.15 2 d606421dex1015.htm EX-10.15 Exhibit 10.15 2005 EQUITY INCENTIVE PLAN OF AVANIR PHARMACEUTICALS, INC. 1. Purpose of this Plan. The purpose of this 2005 Equity Incentive Plan is to retain and motivate executives, employees and directors while at the same time aligning their interests with those of the Company’s stockholders. 2. Definitions and Rules of Interpretation. 2.1. Definitions. Th

December 11, 2013 EX-10.33

LICENSE AGREEMENT OPTINOSE AS AVANIR PHARMACEUTICALS, INC.

EX-10.33 4 d606421dex1033.htm EX-10.33 Exhibit 10.33 Execution Copy LICENSE AGREEMENT between OPTINOSE AS and AVANIR PHARMACEUTICALS, INC. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Execution Copy LICENSE AGREEMENT This LICENSE AGREEMENT

December 11, 2013 424B5

$30,000,000 Common Stock

424(b)(5) Table of Contents Filed Pursuant to 424(b)(5) Registration No. 333-189831 PROSPECTUS SUPPLEMENT (To Prospectus dated July 19, 2013) $30,000,000 Common Stock On December 10, 2013, we entered into Amendment No. 2 to the sales agreement with Cowen and Company, LLC, or Cowen, relating to the sale of up to $30,000,000 of shares of our common stock, $0.0001 par value per share. This prospectus

December 11, 2013 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2013 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 1-15803 Avanir Pharm

December 10, 2013 EX-99.1

Avanir Pharmaceuticals Reports Fiscal 2013 Fourth Quarter Financial and Year-End Business Results

EX-99.1 4 d640783dex991.htm EX-99.1 Exhibit 99.1 Avanir Pharmaceuticals Reports Fiscal 2013 Fourth Quarter Financial and Year-End Business Results ALISO VIEJO, Calif., December 10, 2013—Avanir Pharmaceuticals, Inc. (NASDAQ: AVNR) today reported financial results for the three and twelve-months ended September 30, 2013. Quarterly Financial Highlights • Total company net revenues of $21.7 million •

December 10, 2013 EX-1.1

AVANIR PHARMACEUTICALS, INC. AMENDMENT NO. 2 TO SALES AGREEMENT

EX-1.1 Exhibit 1.1 AVANIR PHARMACEUTICALS, INC. AMENDMENT NO. 2 TO SALES AGREEMENT December 10, 2013 Cowen and Company, LLC 599 Lexington Avenue New York, NY 10022 Ladies and Gentlemen: Reference is made to the Sales Agreement, dated August 8, 2012, as amended by Amendment No. 1 dated July 5, 2013, including the Schedules thereto (as so amended, the “Sales Agreement”), between Cowen and Company, L

December 10, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

8-K 1 d640783d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 10, 2013 Avanir Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-15803 33-0314804 (State or other juris

November 15, 2013 EX-4.1

Amendment and Termination of Stockholder Rights Agreement

EX-4.1 3 d631270dex41.htm EX-4.1 Exhibit 4.1 Amendment and Termination of Stockholder Rights Agreement This Amendment and Termination (this “Amendment and Termination”) of the Rights Agreement (as defined below) is entered into as of November 15, 2013, between Avanir Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, as Rights Agent (“R

November 15, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 11, 2013 Avanir Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-15803 33-0314804 (State or other jurisdiction of incorporat

November 15, 2013 EX-3.1

CERTIFICATE OF ELIMINATION SERIES A JUNIOR PARTICIPATING CUMULATIVE PREFERRED STOCK AVANIR PHARMACEUTICALS, INC. (Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware)

EX-3.1 Exhibit 3.1 CERTIFICATE OF ELIMINATION OF SERIES A JUNIOR PARTICIPATING CUMULATIVE PREFERRED STOCK OF AVANIR PHARMACEUTICALS, INC. (Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware) Avanir Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: 1. That, pursuant to

October 29, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d620210d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 29, 2013 Avanir Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-15803 33-0314804 (State or other jurisd

October 29, 2013 EX-99.1

Building a Leading CNS Biopharma Investor Relations Day October 2013 NASDAQ: AVNR

EX-99.1 Exhibit 99.1 Building a Leading CNS Biopharma Investor Relations Day October 2013 NASDAQ: AVNR Welcome Ian Clements, PhD Senior Director, IR & Corporate Communications Forward-looking Statement Except for the historical information contained herein, the matters set forth in this press release, including statements regarding Avanir’s plans, potential opportunities, financial or other expect

October 29, 2013 EX-99.1

AVANIR PHARMACEUTICALS PRE-ANNOUNCES PRELIMINARY FISCAL 2013 YEAR END FINANCIAL INFORMATION

EX-99.1 2 d620210dex991.htm EX 99.1 Exhibit 99.1 AVANIR PHARMACEUTICALS PRE-ANNOUNCES PRELIMINARY FISCAL 2013 YEAR END FINANCIAL INFORMATION ALISO VIEJO, Calif., October 29, 2013—Avanir Pharmaceuticals, Inc. (NASDAQ: AVNR) today announced preliminary financial information (unaudited) for the year ended September 30, 2013, in anticipation of the company’s Investor Relations Day in New York City. Ba

October 29, 2013 8-K

Regulation FD Disclosure, Financial Statements and Exhibits - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 29, 2013 Avanir Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-15803 33-0314804 (State or other jurisdiction of incorporati

August 12, 2013 8-K

Entry into a Material Definitive Agreement - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 12, 2013 Avanir Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-15803 33-0314804 (State or other jurisdiction of incorporatio

August 8, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

August 6, 2013 EX-99.1

Avanir Pharmaceuticals Reports Fiscal 2013 Third Quarter Financial and Business Results

Exhibit 99.1 Avanir Pharmaceuticals Reports Fiscal 2013 Third Quarter Financial and Business Results ALISO VIEJO, Calif., August 6, 2013—Avanir Pharmaceuticals, Inc. (NASDAQ: AVNR) today reported financial results for the three and nine-months ended June 30, 2013. Quarterly Financial Highlights • Total company net revenues of $19.8 million • Gross and net NUEDEXTA® sales increased to $24.3 million

August 6, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 6, 2013 Avanir Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-15803 33-0314804 (State or other jurisdiction of incorporation

July 5, 2013 EX-4.3

AVANIR PHARMACEUTICALS, INC. Dated as of , 201 Senior Debt Securities TABLE OF CONTENTS Page ARTICLE ONE — DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 SECTION 101. Definitions 1 SECTION 102. Compliance Certificates and Opinions 10 SECTI

EX-4.3 3 d563210dex43.htm EX-4.3 Exhibit 4.3 AVANIR PHARMACEUTICALS, INC. Issuer And Trustee Indenture Dated as of , 201 Senior Debt Securities TABLE OF CONTENTS Page ARTICLE ONE — DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 SECTION 101. Definitions 1 SECTION 102. Compliance Certificates and Opinions 10 SECTION 103. Form of Documents Delivered to Trustee 11 SECTION 104. Acts of Holde

July 5, 2013 EX-1.3

AVANIR PHARMACEUTICALS, INC. AMENDMENT NO. 1 TO SALES AGREEMENT

EX-1.3 2 d563210dex13.htm EX-1.3 Exhibit 1.3 AVANIR PHARMACEUTICALS, INC. AMENDMENT NO. 1 TO SALES AGREEMENT July 5, 2013 Cowen and Company, LLC 599 Lexington Avenue New York, NY 10022 Ladies and Gentlemen: Reference is made to the Sales Agreement, dated August 8, 2012, including the Schedules thereto (the “Sales Agreement”), between Cowen and Company, LLC (“Cowen”) and Avanir Pharmaceuticals, Inc

July 5, 2013 EX-4.4

AVANIR PHARMACEUTICALS, INC. Dated as of , 201 Subordinated Debt Securities TABLE OF CONTENTS Page ARTICLE One — DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 SECTION 101. Definitions 1 SECTION 102. Compliance Certificates and Opinions 11

EX-4.4 4 d563210dex44.htm EX-4.4 Exhibit 4.4 AVANIR PHARMACEUTICALS, INC. Issuer And Trustee Indenture Dated as of , 201 Subordinated Debt Securities TABLE OF CONTENTS Page ARTICLE One — DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 SECTION 101. Definitions 1 SECTION 102. Compliance Certificates and Opinions 11 SECTION 103. Form of Documents Delivered to Trustee 12 SECTION 104. Acts of

July 5, 2013 S-3

- S-3

S-3 1 d563210ds3.htm S-3 Table of Contents As filed with the Securities and Exchange Commission on July 5, 2013 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Avanir Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 33-0314804 (State or other jurisdictio

July 5, 2013 8-K

Entry into a Material Definitive Agreement, Other Events - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 1, 2013 Avanir Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-15803 33-0314804 (State or other jurisdiction of incorporation)

May 24, 2013 S-8

- FORM S-8

S-8 1 d544300ds8.htm FORM S-8 As filed with the Securities and Exchange Commission on May 24, 2013 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AVANIR PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 33-0314804 (State or Other Jurisdiction of Incorporation or Org

May 9, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

10-Q 1 d500632d10q.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended March 31, 2013 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period

May 8, 2013 EX-99.1

AVANIR PHARMACEUTICALS REPORTS FISCAL 2013 SECOND QUARTER FINANCIAL AND BUSINESS RESULTS

EX-99.1 Exhibit 99.1 AVANIR PHARMACEUTICALS REPORTS FISCAL 2013 SECOND QUARTER FINANCIAL AND BUSINESS RESULTS ALISO VIEJO, Calif., May 8, 2013—Avanir Pharmaceuticals, Inc. (NASDAQ: AVNR) today reported financial results for the three and six months ended March 31, 2013. Quarterly Financial Highlights • Total company net revenues of $17.4 million • Gross and net NUEDEXTA® sales increased to $20.8 m

May 8, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 8, 2013 Avanir Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-15803 33-0314804 (State or other jurisdiction of incorporation) (

March 12, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 11, 2013 Avanir Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-15803 33-0314804 (State or other jurisdiction of incorporation) (Commis

February 20, 2013 8-K

Submission of Matters to a Vote of Security Holders

8-K 1 d488363d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 14, 2013 Avanir Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-15803 33-0314804 (State or other jurisdicti

February 14, 2013 SC 13G

AVNR / Avanir Pharmaceuticals Inc / WELLINGTON MANAGEMENT GROUP LLP - DISCLOSURE DOCUMENT Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Avanir Pharmaceuticals, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 05348P401 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

February 13, 2013 SC 13G

AVNR / Avanir Pharmaceuticals Inc / VANGUARD GROUP INC Passive Investment

avanirpharmaceuticals.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 0 )* Name of issuer: AVANIR Pharmaceuticals Inc Title of Class of Securities: Common Stock CUSIP Number: 05348P401 Date of Event Which Requires Filing of this Statement: December 31, 2012 Check the app

February 8, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

10-Q 1 d455556d10q.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended December 31, 2012 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition peri

February 7, 2013 EX-99.2

AVANIR PHARMACEUTICALS ANNOUNCES POSITIVE INTERIM DATA FROM PHARMACOKINETIC STUDY WITH NEXT GENERATION COMPOUND AVP-786

Exhibit 99.2 AVANIR PHARMACEUTICALS ANNOUNCES POSITIVE INTERIM DATA FROM PHARMACOKINETIC STUDY WITH NEXT GENERATION COMPOUND AVP-786 ALISO VIEJO, Calif., February 7, 2013 – Avanir Pharmaceuticals, Inc. (NASDAQ: AVNR) announced today that it has successfully completed the first of a two-stage pharmacokinetic study with AVP-786, a drug product containing a deuterium modified form of dextromethorphan

February 7, 2013 8-K

Results of Operations and Financial Condition, Other Events - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 7, 2013 Avanir Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-15803 33-0314804 (State or other jurisdiction of incorporati

February 7, 2013 EX-99.1

AVANIR PHARMACEUTICALS REPORTS FISCAL 2013 FIRST QUARTER FINANCIAL AND BUSINESS RESULTS

Earnings Press Release Exhibit 99.1 AVANIR PHARMACEUTICALS REPORTS FISCAL 2013 FIRST QUARTER FINANCIAL AND BUSINESS RESULTS ALISO VIEJO, Calif., February 7, 2013-Avanir Pharmaceuticals, Inc. (NASDAQ: AVNR) today reported financial results for the three months ended December 31, 2012. Quarterly Financial Highlights • Total company net revenues increased to $16.5 million, representing growth of 22%

February 6, 2013 SC 13G/A

AVNR / Avanir Pharmaceuticals Inc / PRICE T ROWE ASSOCIATES INC /MD/ - AVNR AS OF 12/31/12 Passive Investment

SC 13G/A 1 avnr13gadec12.htm AVNR AS OF 12/31/12 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* AVANIR PHARMACEUTICALS INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 05348P401 (CUSIP Number) December 31, 2012 (Date of Event which Requires Filing of Statement) Check the appropriate b

December 20, 2012 DEFA14A

- DEFINITIVE ADDITIONAL MATERIALS

Definitive Additional Materials UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

December 20, 2012 DEF 14A

- DEF 14A

DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement þ Definitive Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule

December 13, 2012 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

10-K 1 d409799d10k.htm FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2012 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commiss

December 13, 2012 EX-99.1

NUEDEXTA Safety Information

Exhibit 99.1 NUEDEXTA Safety Information NUEDEXTA can interact with other medications causing significant changes in blood levels of those medications and/or NUEDEXTA which may lead to serious side effects. Adjust dose or use alternate treatment of the other medication when clinically indicated. NUEDEXTA is contraindicated in patients concomitantly taking: QT-prolonging drugs metabolized by CYP2D6

December 6, 2012 8-K

- FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 4, 2012 Avanir Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-15803 33-0314804 (State or other jurisdiction of incorporati

December 4, 2012 EX-99.1

IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE AVANIR PHARMACEUTICALS, INC., : AVANIR HOLDING COMPANY, AND : CENTER FOR NEUROLOGIC STUDY, : : Plaintiffs, : : v. : : ACTAVIS SOUTH ATLANTIC LLC, : ACTAVIS, INC., PAR PHARMACEUTICAL, :

Memorandum Opinion Exhibit 99.1 Case 1:11-cv-00704-LPS Document 256 Filed 12/03/12 Page 1 of 15 PageID #: 2582 IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE AVANIR PHARMACEUTICALS, INC., : AVANIR HOLDING COMPANY, AND : CENTER FOR NEUROLOGIC STUDY, : : Plaintiffs, : : v. : : ACTAVIS SOUTH ATLANTIC LLC, : ACTAVIS, INC., PAR PHARMACEUTICAL, : INC., PAR PHARMACEUTICAL COMPANIES, : C

December 4, 2012 8-K

Financial Statements and Exhibits, Other Events - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 3, 2012 Avanir Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-15803 33-0314804 (State or other jurisdiction of incorporati

November 30, 2012 EX-99.1

AVANIR PHARMACEUTICALS PRE-ANNOUNCES PRELIMINARY FISCAL 2012 FOURTH QUARTER RESULTS AND PROVIDES CLINICAL STUDY UPDATE

Exhibit 99.1 AVANIR PHARMACEUTICALS PRE-ANNOUNCES PRELIMINARY FISCAL 2012 FOURTH QUARTER RESULTS AND PROVIDES CLINICAL STUDY UPDATE ALISO VIEJO, Calif., Nov. 27, 2012—Avanir Pharmaceuticals, Inc. (NASDAQ: AVNR) today announced preliminary results for the quarter ended September 30, 2012. Financial Update Based on preliminary results for the fourth fiscal quarter ended September 30, 2012, Avanir es

November 30, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 27, 2012 Avanir Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-15803 33-0314804 (State or other jurisdiction of incorporat

November 21, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 15, 2012 Avanir Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-15803 33-0314804 (State or other jurisdiction of incorporat

August 31, 2012 CORRESP

-

Correspondence August 31, 2012 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

August 9, 2012 EX-4.1

WARRANT TO PURCHASE STOCK Company: AVANIR PHARMACEUTICALS, INC., a Delaware corporation Number of Shares: ________ Type/Series of Stock: Common Stock Warrant Price: $2.78 Issue Date: May 7, 2012 Expiration Date: May 7, 2022 See also Section 5.1(b). C

EX-4.1 2 d342116dex41.htm EX-4.1 Exhibit 4.1 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF

August 9, 2012 EX-10.1

SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934.

EX-10.1 3 d342116dex101.htm EX-10.1 Exhibit 10.1 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 CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934. EXECUTION VERSION LOAN AND

August 9, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

10-Q 1 d342116d10q.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended June 30, 2012 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period f

August 8, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 8, 2012 Avanir Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-15803 33-0314804 (State or other jurisdiction of incorporation) (Commis

August 8, 2012 EX-99.1

AVANIR PHARMACEUTICALS REPORTS FISCAL 2012 THIRD QUARTER FINANCIAL AND BUSINESS RESULTS 37% Increase in NUEDEXTA Net Sales to Wholesalers over the Previous Quarter

Exhibit 99.1 AVANIR PHARMACEUTICALS REPORTS FISCAL 2012 THIRD QUARTER FINANCIAL AND BUSINESS RESULTS 37% Increase in NUEDEXTA Net Sales to Wholesalers over the Previous Quarter ALISO VIEJO, Calif., August 8, 2012-Avanir Pharmaceuticals, Inc. (NASDAQ: AVNR) today reported financial results for the three and nine months ended June 30, 2012. Quarterly Financial Highlights • Gross and net NUEDEXTA® sa

August 8, 2012 EX-4.4

AVANIR PHARMACEUTICALS, INC. Dated as of , 201 Subordinated Debt Securities TABLE OF CONTENTS Page ARTICLE One — DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 SECTION 101. Definitions 1 SECTION 102. Compliance Certificates and Opinions 11

Form of Subordinated Indenture Exhibit 4.4 AVANIR PHARMACEUTICALS, INC. Issuer And Trustee Indenture Dated as of , 201 Subordinated Debt Securities TABLE OF CONTENTS Page ARTICLE One — DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 SECTION 101. Definitions 1 SECTION 102. Compliance Certificates and Opinions 11 SECTION 103. Form of Documents Delivered to Trustee 12 SECTION 104. Acts of H

August 8, 2012 EX-4.3

AVANIR PHARMACEUTICALS, INC. Dated as of , 201 Senior Debt Securities TABLE OF CONTENTS Page ARTICLE ONE — DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 SECTION 101. Definitions 1 SECTION 102. Compliance Certificates and Opinions 10 SECTI

Form of Senior Indenture Exhibit 4.3 AVANIR PHARMACEUTICALS, INC. Issuer And Trustee Indenture Dated as of , 201 Senior Debt Securities TABLE OF CONTENTS Page ARTICLE ONE — DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 SECTION 101. Definitions 1 SECTION 102. Compliance Certificates and Opinions 10 SECTION 103. Form of Documents Delivered to Trustee 11 SECTION 104. Acts of Holders 11 SE

August 8, 2012 EX-1.2

AVANIR PHARMACEUTICALS, INC. SALES AGREEMENT

EX-1.2 2 d392790dex12.htm SALES AGREEMENT Exhibit 1.2 AVANIR PHARMACEUTICALS, INC. $25,000,000 SALES AGREEMENT August 8, 2012 Cowen and Company, LLC 599 Lexington Avenue New York, NY 10022 Ladies and Gentlemen: Avanir Pharmaceuticals, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows: 1. Issuance and Sale of Sh

August 8, 2012 S-3

- FORM S-3

Form S-3 Table of Contents As filed with the Securities and Exchange Commission on August 8, 2012 Registration No.

June 5, 2012 8-K

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 d362884d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): June 4, 2012 Avanir Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-15803 33-0314804 (State or other jurisdicti

May 21, 2012 S-8

- FORM S-8

S-8 1 d354049ds8.htm FORM S-8 As filed with the Securities and Exchange Commission on May 21, 2012 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AVANIR PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 33-0314804 (State or Other Jurisdiction of Incorporation or Org

May 9, 2012 8-K

Entry into a Material Definitive Agreement - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 7, 2012 Avanir Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-15803 33-0314804 (State or other jurisdiction of incorporation) (

May 9, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

May 9, 2012 EX-10.1

AVANIR PHARMACEUTICALS, INC. DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT

Exhibit 10.1 AVANIR PHARMACEUTICALS, INC. DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT This Indemnification Agreement (?Agreement?) is made effective as of by and between Avanir Pharmaceuticals, Inc., a Delaware corporation (the ?Company?), and (?Indemnitee?). RECITALS WHEREAS, the Company, which is organized under the General Corporation Law of the State of Delaware (?DGCL?), wishes to enter in

May 8, 2012 EX-99.1

AVANIR PHARMACEUTICALS REPORTS FISCAL 2012 SECOND QUARTER FINANCIAL AND BUSINESS RESULTS -Company Announces $30 million Term Loan Agreement- -NUEDEXTA Gross Sales to Wholesalers Increased 42% over the Previous Quarter-

Press Release Exhibit 99.1 AVANIR PHARMACEUTICALS REPORTS FISCAL 2012 SECOND QUARTER FINANCIAL AND BUSINESS RESULTS -Company Announces $30 million Term Loan Agreement- -NUEDEXTA Gross Sales to Wholesalers Increased 42% over the Previous Quarter- ALISO VIEJO, Calif., May 8, 2012-Avanir Pharmaceuticals, Inc. (NASDAQ: AVNR) today reported financial results for the three and six months ended March 31,

May 8, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 2, 2012 Avanir Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-15803 33-0314804 (State or other jurisdiction of incorporation) (Commissio

March 5, 2012 424B3

Avanir Pharmaceuticals, Inc. 12,500,000 Shares Common Stock March 5, 2012

Prospectus Supplement Prospectus Supplement Filed Pursuant to Rule 424(b)(3) (to Prospectus dated July 30, 2009) Registration No.

February 29, 2012 8-K

Entry into a Material Definitive Agreement - FORM 8-K

FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 29, 2012 Avanir Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-15803 33-0314804 (State or other jurisdiction of incorporat

February 17, 2012 8-K

Other Events, Submission of Matters to a Vote of Security Holders - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 16, 2012 Avanir Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-15803 33-0314804 (State or other jurisdiction of incorporat

February 8, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

February 8, 2012 SC 13G/A

AVNR / Avanir Pharmaceuticals Inc / PRICE T ROWE ASSOCIATES INC /MD/ - AVNR AS OF 12/31/11 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* AVANIR PHARMACEUTICALS INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 05348P401 (CUSIP Number) December 31, 2011 (Date of Event which Requires Filing of Statement) Check the appropriate box to designate the Rule pursuant to which this S

February 7, 2012 EX-99.1

AVANIR PHARMACEUTICALS REPORTS FISCAL 2012 FIRST QUARTER FINANCIAL AND BUSINESS RESULTS

Press Release Exhibit 99.1 AVANIR PHARMACEUTICALS REPORTS FISCAL 2012 FIRST QUARTER FINANCIAL AND BUSINESS RESULTS ALISO VIEJO, Calif., February 7, 2012-Avanir Pharmaceuticals, Inc. (NASDAQ: AVNR) today reported financial results for the three months ended December 31, 2011. Quarterly Financial Highlights • Gross revenue for NUEDEXTA® of $6.3 million • Total net revenues of $7.2 million • Cash, ca

February 7, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 7, 2012 Avanir Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-15803 33-0314804 (State or other jurisdiction of incorporati

December 21, 2011 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Definitive Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

December 21, 2011 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Definitive Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

December 13, 2011 EX-10.24

CHANGE OF CONTROL AGREEMENT

Exhibit 10.24 CHANGE OF CONTROL AGREEMENT This Change of Control Agreement (the ?Agreement?), dated as of , 2011 (the ?Effective Date?), is made by and between Avanir Pharmaceuticals, Inc., a Delaware corporation having its principal offices at 20 Enterprise, Suite 200, Aliso Viejo, California (the ?Company?) and (?Employee?). RECITALS A. It is expected that other entities or individuals may, from

December 13, 2011 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2011 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 1-15803 Avanir Pharm

December 12, 2011 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 12, 2011 Avanir Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-15803 33-0314804 (State or other jurisdiction of incorporation) (Com

December 12, 2011 EX-99.1

AVANIR PHARMACEUTICALS REPORTS FISCAL 2011 FOURTH QUARTER AND YEAR END FINANCIAL RESULTS

Exhibit 99.1 AVANIR PHARMACEUTICALS REPORTS FISCAL 2011 FOURTH QUARTER AND YEAR END FINANCIAL RESULTS ALISO VIEJO, Calif., December 12, 2011-Avanir Pharmaceuticals, Inc. (NASDAQ: AVNR) today reported financial results for the three and twelve months ended September 30, 2011. Quarterly Financial Highlights • Gross revenue for NUEDEXTA® of $4.3 million • Cash used in operations was $14.0 million • C

November 18, 2011 EX-24

EX-24

LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS POWER OF ATTORNEY I hereby constitute and appoint each of Christine G.

November 17, 2011 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 10, 2011 Avanir Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-15803 33-0314804 (State or other jurisdiction of incorporation) (Com

October 31, 2011 EX-99.1

AVANIR PHARMACEUTICALS SUBMITS EUROPEAN MARKETING AUTHORIZATION APPLICATION FOR NUEDEXTA -Company Provides Business Update-

Press Release Exhibit 99.1 Contact: Investors & Media: Ian Clements, PhD (949) 389-6700 AVANIR PHARMACEUTICALS SUBMITS EUROPEAN MARKETING AUTHORIZATION APPLICATION FOR NUEDEXTA -Company Provides Business Update- ALISO VIEJO, Calif., October 31, 2011 /PRNewswire/ — Avanir Pharmaceuticals, Inc. (NASDAQ: AVNR) announced today that it has submitted an application to the European Medicines Agency (EMA)

October 31, 2011 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 31, 2011 Avanir Pharmaceu

FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 31, 2011 Avanir Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-15803 33-0314804 (State or other jurisdiction of incorporati

August 12, 2011 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 11, 2011 Avanir Pharmaceut

FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 11, 2011 Avanir Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-15803 33-0314804 (State or other jurisdiction of incorporatio

August 12, 2011 EX-99.1

AVANIR PHARMACEUTICALS FILES LAWSUITS AGAINST PAR AND ACTAVIS FOR INFRINGEMENT OF NUEDEXTA PATENTS

Exhibit 99.1 AVANIR PHARMACEUTICALS FILES LAWSUITS AGAINST PAR AND ACTAVIS FOR INFRINGEMENT OF NUEDEXTA PATENTS ALISO VIEJO, Calif., August 11, 2011-Avanir Pharmaceuticals, Inc. (NASDAQ: AVNR) today announced that it has filed lawsuits in the U.S. District Court for the District of Delaware against Par Pharmaceutical, Inc. and Par Pharmaceutical Companies, Inc (collectively “Par”) and Actavis Sout

August 9, 2011 EX-10.1

AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT

EX-10.1 2 a58866exv10w1.htm EX-10.1 Exhibit 10.1 AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT This Change of Control Agreement (the “Agreement”), dated as of August 8, 2011 (the “Effective Date”), is made by and between Avanir Pharmaceuticals, Inc., a Delaware corporation having its principal offices at 20 Enterprise, Suite 200, Aliso Viejo, California (the “Company”) and Christine Ocampo (“Em

August 9, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

August 8, 2011 EX-99.1

AVANIR PHARMACEUTICALS REPORTS FISCAL 2011 THIRD QUARTER FINANCIAL RESULTS

PRESS RELEASE Exhibit 99.1 AVANIR PHARMACEUTICALS REPORTS FISCAL 2011 THIRD QUARTER FINANCIAL RESULTS ALISO VIEJO, Calif., August 8, 2011-Avanir Pharmaceuticals, Inc. (NASDAQ: AVNR) today reported financial results for the three and nine months ended June 30, 2011. Quarterly Financial Highlights • Total net revenues of $2.5 million • Gross revenue for NUEDEXTA® of $2.2 million • Cash, cash equival

August 8, 2011 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 8, 2011 Avanir Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-15803 33-0314804 (State or other jurisdiction of incorporation) (Commis

July 1, 2011 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2011 AVANIR PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-15803 33-0314804 (State or Other Jurisdiction of Incorporation) (Commission

June 10, 2011 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 8, 2011 Avanir Pharmac

e8vkza UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 8, 2011 Avanir Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-15803 33-0314804 (State or other jurisdiction of incorporati

May 26, 2011 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 23, 2011 Avanir Pharmaceutica

e8vk Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

May 26, 2011 EX-99.1

Congress of the United States Washington, DC 20515 May 23, 2011

Exhibit 99.1 Congress of the United States Washington, DC 20515 May 23, 2011 Keith Katkin President and CEO Avanir Pharmaceuticals 101 Enterprise, Suite 300 Aliso Viejo, CA 92656 Dear Mr. Katkin: As Members of Congress with leadership positions on Committees of jurisdiction over health care issues, we take very seriously our responsibility to protect the interests of our nation?s health consumers

May 10, 2011 EX-10.1

SUMMIT OFFICE LEASE ALISO VIEJO RP-V1, LLC, a Delaware limited liability company AVANIR PHARMACEUTICALS, INC., a Delaware corporation

EX-10.1 2 a59457exv10w1.htm EX-10.1 Exhibit 10.1 SUMMIT OFFICE LEASE BETWEEN ALISO VIEJO RP-V1, LLC, a Delaware limited liability company (“LANDLORD”) AND AVANIR PHARMACEUTICALS, INC., a Delaware corporation (“TENANT”) Page 1. Basic Lease Information 1 2. Grant of Tenancy; Re-measurement Right 2 3. Actual Commencement Date; Possession 2 4. Rent 4 5. Operating Expenses and Real Estate Taxes 4 6. Se

May 10, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

May 9, 2011 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 9, 2011 Avanir Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-15803 (Commission File Numb

May 9, 2011 EX-99.1

AVANIR PHARMACEUTICALS REPORTS FISCAL 2011 SECOND QUARTER RESULTS

Exhibit 99.1 AVANIR PHARMACEUTICALS REPORTS FISCAL 2011 SECOND QUARTER RESULTS ALISO VIEJO, Calif., May 9, 2011-Avanir Pharmaceuticals, Inc. (NASDAQ: AVNR) today reported financial results for the three and six months ended March 31, 2011. Financial Highlights ? Total net revenues of $1.4 million (deferred royalty revenue and recognized NUEDEXTA? revenue) ? Gross revenue for NUEDEXTA of $505,000 ?

April 21, 2011 EX-24

POWER OF ATTORNEY

POWER OF ATTORNEY I hereby constitute and appoint each of Christine G. Ocampo and Ryan A. Murr as my true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned?s capacity as an officer and/or director of Avanir Pharmaceuticals, Inc. (the ?Company?), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (t

March 31, 2011 S-8

As filed with the Securities and Exchange Commission on March 31, 2011

Table of Contents As filed with the Securities and Exchange Commission on March 31, 2011 Registration No.

February 14, 2011 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934* (Rule 13d-102) (Amendment No. 2) AVANIR PHARMACEUTICALS, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934* (Rule 13d-102) (Amendment No. 2) AVANIR PHARMACEUTICALS, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 05348P401 (CUSIP Number) December 31, 2010 (Date of Event Which Requires Filing of this Statement) Check the appropriate

February 11, 2011 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 7, 2011 Avanir Pharmaceu

e8vk UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 7, 2011 Avanir Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-15803 33-0314804 (State or other jurisdiction of (Commission Fil

February 10, 2011 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Amendment No. 5)1 UNDER THE SECURITIES EXCHANGE ACT OF 19341 Avanir Pharmaceuticals (Name of Issuer) Class A Common Stock, no par value (Title of Class of Securities)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Amendment No.

February 7, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

February 3, 2011 EX-99.1

AVANIR PHARMACEUTICALS ANNOUNCES FISCAL 2011 FIRST QUARTER FINANCIAL RESULTS

Exhibit 99.1 AVANIR PHARMACEUTICALS ANNOUNCES FISCAL 2011 FIRST QUARTER FINANCIAL RESULTS ALISO VIEJO, Calif., February 3, 2011 — AVANIR Pharmaceuticals, Inc. (NASDAQ: AVNR) today reported unaudited financial results for the three months ended December 31, 2010. For the first quarter of fiscal 2011, AVANIR reported a net loss of $12.1 million, or $0.11 loss per share, compared with a net loss of $

February 3, 2011 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 3, 2011 Avanir Pharmaceu

e8vk Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

December 23, 2010 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Definitive Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

December 23, 2010 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement ? Definitive Proxy Statement o Confidential, for Use of the Commission Only (as permitte

December 9, 2010 SC 13D/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Avanir Pharmaceuticals, Inc. (Name of issuer) Common Stock, $0.0001 par value (Title of class of securit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Avanir Pharmaceuticals, Inc. (Name of issuer) Common Stock, $0.0001 par value (Title of class of securities) 05348P401 (CUSIP number) Robert Liptak Clarus Ventures, LLC 101 Main Street, Suite 1210 Cambridge, MA 02142 617.949.2200 (Name, address and telep

December 8, 2010 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2010 OR o TRANSITION REPORT PURSUANT TO S

10-K 1 a57994e10vk.htm FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2010 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commiss

December 8, 2010 EX-21.1

SUBSIDIARIES OF THE REGISTRANT Name Jurisdiction of Incorporation Xenerex Biosciences California Avanir Holding Company California Avanir Acquisition Corp. Delaware

EX-21.1 6 a57994exv21w1.htm EX-21.1 EXHIBIT 21.1 SUBSIDIARIES OF THE REGISTRANT Name Jurisdiction of Incorporation Xenerex Biosciences California Avanir Holding Company California Avanir Acquisition Corp. Delaware

December 8, 2010 EX-10.21

AVANIR PHARMACEUTICALS, INC. [2005] [2003] Equity Incentive Plan Restricted Stock Unit Grant Agreement

Exhibit 10.21 AVANIR PHARMACEUTICALS, INC. [2005] [2003] Equity Incentive Plan Restricted Stock Unit Grant Agreement This Restricted Stock Unit Grant Agreement (the ?Agreement?) is dated as of [ ] and is entered into between Avanir Pharmaceuticals, Inc., a Delaware corporation (the ?Company?), and [ ] (the ?Awardee?). Capitalized terms not otherwise defined herein shall have the respective meaning

December 8, 2010 EX-10.37

Accepted and agreed: /s/ Keith A. Katkin Keith A. Katkin

Exhibit 10.37 December 31, 2008 Keith Katkin c/o Avanir Pharmaceuticals 101 Enterprise, Suite 300 Aliso Viejo, CA 92656 Re: First Amendment to Offer of Employment Dear Keith: This letter amends the terms of the Offer of Employment (the ?Agreement?) dated as of March 13, 2007, by and between Avanir Pharmaceuticals (?Avanir?) and you as set forth below. Capitalized terms not defined herein shall hav

December 8, 2010 EX-10.22

AVANIR PHARMACEUTICALS [2005] [2003] Equity Incentive Plan Restricted Stock Unit Director Grant Agreement

EX-10.22 3 a57994exv10w22.htm EX-10.22 Exhibit 10.22 AVANIR PHARMACEUTICALS [2005] [2003] Equity Incentive Plan Restricted Stock Unit Director Grant Agreement This Restricted Stock Unit Director Grant Agreement (the “Agreement”) is dated as of , 200 and is entered into between Avanir Pharmaceuticals, a California corporation (the “Company”), and (the “Director”). Capitalized terms not otherwise de

December 8, 2010 EX-99.1

Food and Drug Administration Silver Spring MD 20993

Exhibit 99.1 DEPARTMENT OF HEALTH AND HUMAN SERVICES Food and Drug Administration Silver Spring MD 20993 NDA 021879 NDA APPROVAL Avanir Pharmaceuticals Attention: Randall Kaye, M.D. Vice President, Clinical and Medical Affairs 101 Enterprise, Suite 300 Aliso Viejo, CA 92656 Dear Dr. Kaye: Please refer to your New Drug Application (NDA) dated January 27, 2006, received January 30, 2006, submitted p

December 8, 2010 EX-10.24

FORM OF CHANGE OF CONTROL AGREEMENT

Exhibit 10.24 FORM OF CHANGE OF CONTROL AGREEMENT This Change of Control Agreement (the ?Agreement?), dated as of , 200 (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 (the ?Company?) and (?Employee?). RECITALS A. It is expected that other entities or individuals may,

December 7, 2010 EX-24

EX-24

POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robert Liptak with full power to act singly, his true and lawful attorney-in-fact, with full power of substitution, to: (i) sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an indi

November 30, 2010 EX-99.1

AVANIR PHARMACEUTICALS ANNOUNCES FISCAL 2010 FOURTH QUARTER AND FULL YEAR FINANCIAL RESULTS

exv99w1 Exhibit 99.1 AVANIR PHARMACEUTICALS ANNOUNCES FISCAL 2010 FOURTH QUARTER AND FULL YEAR FINANCIAL RESULTS ALISO VIEJO, Calif., November 30, 2010 — Avanir Pharmaceuticals, Inc. (NASDAQ: AVNR) today reported unaudited financial results for the three and twelve months ended September 30, 2010. For the fourth quarter of fiscal 2010, Avanir reported a net loss of $9.7 million, or $0.10 loss per

November 30, 2010 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 30, 2010 Avanir Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-15803 33-0314804 (State or other jurisdiction of (Commission File Nu

November 18, 2010 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 17, 2010 Avanir Pharmace

e8vk UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 17, 2010 Avanir Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-15803 33-0314804 (State or other jurisdiction of incorporation)

November 18, 2010 424B5

20,000,000 Shares Common Stock

424B5 1 a57863f2e424b5.htm 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration Nos. 333-161789, 333-169175 and 333-170638 PROSPECTUS SUPPLEMENT (To Prospectuses dated September 23, 2009 and October 27, 2010) 20,000,000 Shares Common Stock We are offering 20,000,000 shares of our common stock. Our common stock is quoted on the NASDAQ Global Market under the symbol “AVNR.” On Novem

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