<PAGE>


                                                                    Exhibit 10.6

                             AVANIR PHARMACEUTICALS

                          RESTRICTED STOCK GRANT NOTICE

                          (2003 EQUITY INCENTIVE PLAN)

Avanir Pharmaceuticals (the "Company"), pursuant to its 2003 Equity Incentive
Plan (the "Plan"), hereby grants to the participant under the Plan (the
"Participant") the right to purchase such number of shares (the "Shares") of the
Company's Class A Common Stock, no par value (the "Common Stock"), set forth
below (the "Award"). This Award is subject to all of the terms and conditions as
set forth in this Restricted Stock Grant Notice (the "Grant Notice"), and in the
Restricted Stock Agreement, the Plan, the form of Assignment Separate from
Certificate and the form of Joint Escrow Instructions, all of which are attached
hereto and incorporated herein in their entirety.

Participant:

Date of Grant:

Vesting Commencement Date:

Number of Shares Subject to Award:

Purchase Price per Share:

Total Purchase Price:

Vesting Schedule:

Payment:

Additional Terms/Acknowledgements: The undersigned Participant acknowledges
receipt of, and understands and agrees to the terms and conditions of this Grant
Notice, the Restricted Stock Agreement, the Plan, the form of Assignment
Separate from Certificate and the form of Joint Escrow Instructions. Participant
further acknowledges that as of the Date of Grant, this Grant Notice, the
Restricted Stock Agreement, the Joint Escrow Instructions and the Plan set forth
the entire understanding between Participant and the Company regarding the
acquisition of stock in the Company and supersede all prior oral and written
agreements relating thereto, with the exception of other awards previously
granted and delivered to Participant under the Plan.

AVANIR PHARMACEUTICALS                      PARTICIPANT:

By: _____________________________           By: _____________________________
           Signature                                    Signature

Title:                                      Date:

_________________________________           _________________________________

Date:

_________________________________


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Attachment I: Restricted Stock Agreement

Attachment II: 2003 Equity Incentive Plan

Attachment III: Form of Assignment Separate from Certificate

Attachment IV: Form of Joint Escrow Instructions

Attachment V: Election under Section 83(b) of the Code

Attachment VI: Spousal Consent


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                                  ATTACHMENT I

                             AVANIR PHARMACEUTICALS
                           2003 EQUITY INCENTIVE PLAN
                           RESTRICTED STOCK AGREEMENT

      RESTRICTED STOCK AGREEMENT (the "Agreement"), dated ____________, 200_, by
and between [Name] ("Participant") and Avanir Pharmaceuticals, a California
corporation (the "Company").

                                    RECITALS

      WHEREAS, the Company has adopted the Avanir Pharmaceuticals 2003 Equity
Incentive Plan (the "Plan"), which provides for awards of restricted stock to
the Company's employees, Consultants and Directors; and

      WHEREAS, Participant is currently serving as an employee or Director of,
or Consultant to, the Company; and

      WHEREAS, the Company desires to issue to Participant, and Participant
desires to acquire from the Company, shares of Class A Common Stock, no par
value, of the Company (the "Common Stock"), pursuant to the provisions of the
Plan.

      NOW THEREFORE, in consideration of the foregoing, and the mutual covenants
and agreements set forth herein, the parties hereto agree as follows:

1.    DEFINITIONS.

      Capitalized terms not explicitly defined in this Agreement but defined in
the Plan shall have the same meanings ascribed to them in the Plan.

2.    GRANT OF AWARD.

      Pursuant to the terms of the Restricted Stock Grant Notice ("Grant
Notice") and this Agreement (collectively, the "Award"), the Company hereby
grants to Participant the right to acquire the number of shares of Common Stock
indicated in the Grant Notice (the "Shares").

3.    AGREEMENT TO PURCHASE.

      Participant hereby agrees to purchase from the Company, and the Company
hereby agrees to sell to Participant, the aggregate number of Shares of Common
Stock, at the specified Purchase Price per Share, each as set forth in the Grant
Notice. Participant may not purchase less than the aggregate number of Shares
specified in the Grant Notice.

4.    PAYMENT.

      Payment of the Total Purchase Price shall be made as follows:


<PAGE>

<TABLE>
<S>                                                            <C>
               Cash or check...............................    $__________
</TABLE>


5.    DELIVERY OF TOTAL PURCHASE PRICE AND DOCUMENTS.

      The purchase and sale of the Shares shall be consummated as follows:

      5.1 Participant may purchase the Shares by delivering the cash for the
Total Purchase Price referenced in the Grant Notice to the Secretary of the
Company, or to such other person as the Company may designate, during regular
business hours, on the date Participant executes the Grant Notice (or at such
other time and place as Participant and the Company may mutually agree upon in
writing), along with such additional documents as the Company may then require.

      5.2 Participant agrees to execute three copies of a blank Assignment
Separate from Certificate substantially in the form attached to the Grant Notice
as Attachment III and Joint Escrow Instructions substantially in the form
attached to the Grant Notice as Attachment IV and to deliver the same in
accordance with Section 9 below. Participant shall also deliver to the Company a
signed spousal consent substantially in the form attached hereto as Attachment
VI if he or she is married on the Date of the Grant set forth in the Grant
Notice.

6.    VESTING.

      Subject to the limitations contained herein, the Shares purchased by
Participant shall vest as provided in the Grant Notice, provided, however, that
vesting shall cease upon the Termination of Participant's service as an
employee, Director or Consultant.

7.    SECURITIES LAW COMPLIANCE.

      Notwithstanding anything to the contrary contained herein, Participant may
not purchase any Shares unless they are registered under the Securities Act and
approved for listing on the principal stock exchange on which the Common Stock
trades.

8.    RIGHT OF REACQUISITION.

      In the event of the Termination of Participant's service as an employee or
Director of, or a Consultant to, the Company, the Company shall have a right to
reacquire (the "Reacquisition Rights") the Shares received pursuant to an Award
that have not yet vested in accordance with the Vesting Schedule on the Grant
Notice (the "Unvested Shares"). The Company shall, simultaneously with
Participant's Termination of service, as an employee, Director or Consultant,
automatically reacquire all of the Unvested Shares for the original purchase
price thereof paid by the Participant unless the Company agrees to waive its
Reacquisition Rights to any or all of the Unvested Shares. Any such waiver shall
be exercised by the Company by written notice to Participant or his or her
representative (with a copy to the Escrow Agent) within 30 days after
Participant's Termination. If the Company does not waive its Reacquisition
Rights to any or all of the Unvested Shares, the Escrow Agent shall be notified
accordingly and instructed to return the Unvested Shares to the Company for
cancellation.

9.    ESCROW OF UNVESTED COMMON STOCK.


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<PAGE>


      As security for the faithful performance of the terms of this Agreement
and to insure the availability for delivery of Participant's Common Stock upon
execution of the Reacquisition Rights herein provided for, Participant agrees,
concurrently herewith, to deliver to and deposit with the Secretary of the
Company or the Secretary's designee (the "Escrow Agent"), as Escrow Agent in
this transaction, the certificate or certificates evidencing the Shares and
three executed blank forms of Assignment Separate from Certificate in the form
attached to the Grant Notice as Attachment III. Such documents will be held by
the Escrow Agent and delivered by the Escrow Agent pursuant to the Joint Escrow
Instructions delivered to the Escrow Agent concurrently herewith.

10.   RIGHTS AS SHAREHOLDER.

      Subject to the provisions of this Agreement, Participant shall exercise
all rights and privileges of a shareholder of the Company with respect to the
Shares deposited in escrow. Participant shall be deemed to be the holder of the
Shares for purposes of receiving any dividends that may be paid with respect to
such Shares and for purposes of exercising any voting rights relating to such
Shares, even if some or all of the Shares have not yet vested and been released
from the Company's Reacquisition Rights.

11.   LIMITATIONS ON TRANSFER.

      In addition to any other limitation on transfer created by applicable
securities laws, Participant agrees not to sell, assign, hypothecate, donate,
encumber or otherwise dispose of any interest in the Shares except by will or by
the laws of descent and distribution while the Shares are subject to the
Reacquisition Rights.

12.   RESTRICTIVE LEGENDS.

      The stock certificates evidencing the Shares issued under the Award shall
bear appropriate legends determined by the Company.

13.   AWARD NOT A SERVICE CONTRACT.

      The Award is not an employment or service contract, and nothing in the
Award shall be deemed to create in any way whatsoever any obligation on the
Company or an Affiliate to continue Participant's employment or service. In
addition, nothing in the Award shall obligate the Company or an Affiliate, their
respective shareholders, Boards of Directors, officers or employees to continue
any relationship that Participant may have as an employee or Director of, or
Consultant to, the Company or an Affiliate.

14.   WITHHOLDING OBLIGATIONS.

      14.1 At the time the Award is granted, or at any time thereafter as
requested by the Company, Participant authorizes withholding from payroll and
any other amounts payable to him or her, and otherwise agrees to make adequate
provision for, any sums required to satisfy the federal, state, local and
foreign tax withholding obligations of the Company or an affiliate, if any,
which arise in connection with the Award.


                                       3
<PAGE>


      14.2 Unless the tax withholding obligations of the Company or any
affiliate are satisfied, the Company shall have no obligation to issue a
certificate for any of the Shares or release any of the Shares from any escrow
provided for herein.

15.   SECTION 83(B) ELECTION.

      Participant hereby acknowledges that he or she has been informed that,
with respect to the grant of the Shares, an election may be filed by Participant
with the Internal Revenue Service, within 30 days of the Date of Grant, electing
pursuant to Section 83(b) of the Code to be taxed currently on the fair market
value of the unvested Shares on the Date of Grant. A form of such election is
attached hereto as Attachment V.

PARTICIPANT ACKNOWLEDGES THAT IT IS THE PURCHASER'S SOLE RESPONSIBILITY AND NOT
THE COMPANY'S TO TIMELY FILE THE ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN
IF PARTICIPANT REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON
PARTICIPANT'S BEHALF.

16.   REPRESENTATIONS.

      Participant has reviewed with his or her own tax advisors the federal,
state, local and foreign tax consequences of this investment and the
transactions contemplated by this Agreement. Participant is relying solely on
such advisors and not on any statements or representations of the Company or any
of its agents. Participant understands that he or she (and not the Company)
shall be responsible for any tax liability that may arise as a result of this
investment or the transactions contemplated by this Agreement.

17.   NOTICES.

      Any notices provided for in the Award or the Plan shall be given in
writing and shall be deemed effectively given upon receipt or, in the case of
notices delivered by mail by the Company to Participant, five days after deposit
in the United States mail, postage prepaid, addressed to Participant at the last
address provided by Participant to the Company.

18.   SURVIVAL OF TERMS.

      This Agreement shall apply to and bind Participant and the Company and
their respective permitted assignees and transferees, heirs, legatees,
executors, administrators and legal successors.

19.   FAILURE TO ENFORCE NOT A WAIVER.

      The failure of the Company to enforce at any time any provision of this
Agreement shall in no way be construed to be a waiver of such provision or of
any other provision hereof.


                                       4
<PAGE>


20.   AMENDMENTS.


      This Agreement may be amended or modified at any time only by an
instrument in writing signed by each of the parties hereto.

21.   AUTHORITY OF THE COMMITTEE.

      The Committee shall have full authority to interpret and construe the
terms of this Agreement. The determination of the Committee as to any such
matter of interpretation or construction shall be final, binding and conclusive

22.   MISCELLANEOUS.

      22.1 The rights and obligations of the Company under the Award shall be
transferable to any one or more persons or entities, and all covenants and
agreements hereunder shall inure to the benefit of, and be enforceable by the
Company's successors and assigns.

      22.2 Participant agrees upon request to execute any further documents or
instruments necessary or desirable in the sole determination of the Company to
carry out the purposes or intent of the Award.

      22.3 Participant acknowledges and agrees that he or she has reviewed the
Award in its entirety, has had an opportunity to obtain the advice of counsel
prior to executing and accepting the Award and fully understands all provisions
of the Award.

23.   GOVERNING PLAN DOCUMENT.

      The Award is subject to all the provisions of the Plan, the provisions of
which are hereby made a part of Participant's Award, and is further subject to
all interpretations, amendments, rules and regulations which may from time to
time be promulgated and adopted pursuant to the Plan. In the event of any
conflict between the provisions of the Award and those of the Plan, the
provisions of the Plan shall control.

      Participant represents that he or she has read this Agreement, the Grant
Notice and the Plan and is familiar with their terms and provisions. Participant
hereby agrees to accept as binding, conclusive and final all decisions or
interpretations of the Committee upon any questions arising under this
Agreement.

                  [REMAINDER OF PAGE LEFT BLANK INTENTIONALLY]


                                       5
<PAGE>





        IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first above written.

AVANIR PHARMACEUTICALS                           [PARTICIPANT'S NAME]

By: _____________________________                By: ___________________________
             Signature                                         Signature

Name: ___________________________

Title: __________________________


                 [SIGNATURE PAGE TO RESTRICTED STOCK AGREEMENT]


                                       6
<PAGE>


                                  ATTACHMENT II
                           2003 EQUITY INCENTIVE PLAN


<PAGE>



                                 ATTACHMENT III
                      ASSIGNMENT SEPARATE FROM CERTIFICATE

      For Value Received and pursuant to that certain Restricted Stock Grant
Notice and Restricted Stock Agreement (the "Award"), _____________ hereby sells,
assigns and transfers unto Avanir Pharmaceuticals, a California corporation
("Assignee") ________________________ (__________) shares of the Common Stock of
the Assignee, standing in the undersigned's name on the books of said
corporation represented by Certificate No. _____ herewith and do hereby
irrevocably constitute and appoint the Company's Secretary as attorney-in-fact
to transfer the said stock on the books of the within named Company with full
power of substitution in the premises. This Assignment may be used only in
accordance with and subject to the terms and conditions of the Award, in
connection with the reacquisition of shares of Common Stock of the Corporation
issued to the undersigned pursuant to the Award, and only to the extent that
such shares remain subject to the Corporation's Reacquisition Rights under the
Award.

Dated:_________________________

      Signature:________________

      __________________, Recipient

[Instruction: Please do not fill in any blanks other than the signature line.
The purpose of this Assignment is to enable execution of the Company's
Reacquisition Rights set forth in the Award without requiring additional
signatures on your part.]


<PAGE>


                                  ATTACHMENT IV
                            JOINT ESCROW INSTRUCTIONS

Date:_________________

Secretary
Avanir Pharmaceuticals
11388 Sorrento Valley Road
San Diego, CA 92121

Dear Sir/Madam:

      As Escrow Agent for both Avanir Pharmaceuticals, a California corporation
(the "Company"), and the undersigned recipient of stock of the Company
("Recipient"), you are hereby authorized and directed to hold the certificate or
certificates evidencing the shares (the "Shares") of the Company's Class A
Common Stock, no par value ("Common Stock"), granted under an Award issued
pursuant to the Company's 2003 Equity Inventive Plan (the "Plan") and the
documents delivered to you pursuant to that certain Restricted Stock Grant
Notice (the "Grant Notice"), dated _______________, 20___, and Restricted Stock
Agreement (the "Agreement") of the same date, in accordance with the following
instructions:

1. In the event Recipient's service as an employee or director of, or consultant
to, the Company is terminated, under circumstances set forth in Section 8 of the
Agreement, the Company or its assignee will deliver to Recipient and you a
written notice specifying that the certificate or certificates evidencing the
Shares shall be transferred to the Company for cancellation or further transfer
pursuant to any waiver of Reacquisition Rights pursuant to Section 8 of the
Agreement. Recipient and the Company hereby irrevocably authorize and direct you
to complete such transfer in accordance with the terms of such notice.

2. In order to complete the share transfer, you are specifically directed (a) to
date any forms of Assignments Separate from Certificate in your possession
necessary for the transfer, (b) to insert the number of Shares being transferred
in such forms, and (c) to deliver same, together with the certificate or
certificates evidencing the Shares to the Company.

3. Recipient irrevocably authorizes the Company to deposit with you any
certificates registered in his or her name evidencing the Shares and any
additions to and substitutions for the Shares as specified in the Grant Notice.
Recipient hereby irrevocably constitutes and appoints you as Recipient's
attorney-in-fact and agent for the term of this escrow to execute with respect
to such securities and other property all documents of assignment and/or
transfer and all stock certificates necessary or appropriate to make all
securities negotiable and complete any transaction herein contemplated.

4. This escrow shall terminate upon vesting of the Shares or upon the earlier
return of the Shares to the Company.

5. If at the time of termination of this escrow you have in your possession any
documents, securities, or other property belonging to Recipient, you shall
deliver all of same to Recipient or


<PAGE>

his/her permitted assigns or representatives and shall be discharged of all
further obligations hereunder.

6. Your duties hereunder may be altered, amended, modified or revoked only by a
writing signed by all of the parties hereto.

7. You shall be obligated only for the performance of such duties as are
specifically set forth herein and may rely and shall be protected in relying or
refraining from acting on any instrument reasonably believed by you to be
genuine and to have been signed or presented by the proper party or parties or
their assignees. You shall not be personally liable for any act you may do or
omit to do hereunder as Escrow Agent or as attorney-in-fact for Recipient while
acting in good faith and any act done or omitted by you pursuant to the advice
of your own attorneys shall be conclusive evidence of such good faith.

8. You are hereby expressly authorized to disregard any and all warnings given
by any of the parties hereto or by any other person or corporation, excepting
only orders or process of courts of law, and are hereby expressly authorized to
comply with and obey orders, judgments or decrees of any court. In case you obey
or comply with any such order, judgment or decree of any court, you shall not be
liable to any of the parties hereto or to any other person, firm or corporation
by reason of such compliance, notwithstanding any such order, judgment or decree
being subsequently reversed, modified, annulled, set aside, vacated or found to
have been entered without jurisdiction.

9. You shall not be liable in any respect on account of the identity, authority
or rights of the parties executing or delivering or purporting to execute or
deliver the Grant Notice or any documents or papers deposited or called for
hereunder.

10. You shall not be liable for the loss of any rights under any statute of
limitations with respect to these Joint Escrow Instructions or any documents
deposited with you.

11. You shall be entitled to employ such legal counsel, including but not
limited to the Company's counsel, and other experts as you may deem necessary to
advise you in connection with your obligations hereunder, may rely upon the
advice of such counsel, and may pay such counsel reasonable compensation
therefor.

12. Your responsibilities as Escrow Agent hereunder shall terminate if you shall
cease to be an employee of the Company or if you shall resign by written notice
to each party. In the event of any such termination, the Company may appoint any
officer or assistant officer of the Company as successor Escrow Agent and
Recipient hereby confirms the appointment of such successor or successors as his
attorney-in-fact and agent to the full extent of your appointment.

13. If you reasonably require other or further instruments in connection with
these Joint Escrow Instructions or obligations in respect hereto, the necessary
parties hereto shall join in furnishing such instruments.

14. It is understood and agreed that should any dispute arise with respect to
the delivery and/or ownership or right of possession of the Shares, you may (but
are not obligated to) retain in


                                       2
<PAGE>

your possession without liability to anyone all or any part of such securities
until such dispute shall have been settled either by mutual written agreement of
the parties concerned or by a final order, decree or judgment of a court of
competent jurisdiction after the time for appeal has expired and no appeal has
been perfected, but you shall be under no duty whatsoever to institute or defend
any such proceedings.

15. All of your costs and expenses, including without limitation attorneys fees
and disbursements and the fees and expenses of other advisors, incurred in
performing your duties as Escrow Agent hereunder shall be promptly paid by the
Company upon submission of appropriate documentation.

16. Any notice required or permitted hereunder shall be given in writing and
shall be deemed effectively given upon personal delivery or upon deposit in any
United States Post Box, by registered or certified mail with postage and fees
prepaid, addressed to each of the other parties hereunto entitled at the
following addresses, or at such other addresses as a party may designate by ten
(10) days' written notice to each of the other parties hereto:

  Company:         Avanir Pharmaceuticals
                   11388 Sorrento Valley Road
                   Suite 200
                   San Diego, CA 92121
                   Attn: Chief Financial Officer

  Recipient:       [Insert Recipient's Name]
                   Insert Address
                   Insert Address

  Escrow Agent:    Avanir Pharmaceuticals
                   11388 Sorrento Valley Road
                   Suite 200
                   San Diego, CA 92121
                   Attn: Secretary


17. By signing these Joint Escrow Instructions you become a party hereto only
for the purpose of said Joint Escrow Instructions; you do not become a party to
the Grant Notice.

18. All of your costs and expenses, including without limitation attorneys fees
and disbursements and the fees and expenses of other advisors, incurred in
performing your duties as Escrow Agent hereunder shall be promptly paid by the
Company upon submission of appropriate documentation.


                                       3
<PAGE>


19. This instrument shall be binding upon and inure to the benefit of the
parties hereto, and their respective successors and permitted assigns. It is
understood and agreed that references to "you" or "your" herein refer to the
original Escrow Agent and to any and all successor Escrow Agents. It is
understood and agreed that the Company may at any time or from time to time
assign its rights under the Grant Notice and these Joint Escrow Instructions in
whole or in part.

Very truly yours,

  AVANIR PHARMACEUTICALS                       RECIPIENT ______________________

  By: ____________________________             By: ____________________________

  Print Name:_____________________             Print Name:_____________________

  Title: _________________________             Title: _________________________


  ESCROW AGENT:___________________

  By:_____________________________

  Print Name:_____________________

  Title:__________________________


                                  ATTACHMENT V

                          ELECTION UNDER SECTION 83(B)
                      OF THE INTERNAL REVENUE CODE OF 1986

The undersigned taxpayer hereby elects, pursuant to Section 83(b) of the
Internal Revenue Code of 1986, as amended, to include in taxpayer's gross income
for the current taxable year the amount of any compensation taxable to taxpayer
in connection with taxpayer's receipt of the property described below:

1. The name address, taxpayer identification number and taxable year of the
undersigned are as follows:

NAME OF TAXPAYER: ________________________________________________________

NAME OF SPOUSE: __________________________________________________________

ADDRESS: _________________________________________________________________

IDENTIFICATION NO. OF TAXPAYER: __________________________________________


                                       4
<PAGE>


IDENTIFICATION NO. OF SPOUSE: ____________________________________________

TAXABLE YEAR: _______________________

2. The property with respect to which the election is made is described as
follows: _______ shares (the "Shares") of the Class A Common Stock, no par
value, of Avanir Pharmaceuticals (the "Company").

3. The date on which the property was transferred is: __________, 200_.

4. The property is subject to the following restrictions:

The Shares may not be transferred and are subject to forfeiture under the terms
of an agreement between the taxpayer and the Company. These restrictions lapse
upon the satisfaction of certain conditions in such agreement.

5. The fair market value at the time of transfer, determined without regard to
any restriction other than a restriction which by its terms will never lapse, of
such property is: $ ______________.

6. The amount paid for such property is: $ ______________.

The undersigned has submitted a copy of this statement to the person for whom
the services were performed in connection with the undersigned's receipt of the
above-described property. The transferee of such property is the person
performing the services in connection with the transfer of said property.

THE UNDERSIGNED UNDERSTANDS THAT THE FOREGOING ELECTION MAY NOT BE REVOKED
EXCEPT WITH THE CONSENT OF THE COMMISSIONER.

Dated: _________________, 200_ _______________________________
                                       Taxpayer



The undersigned spouse of taxpayer joins in this election.

Dated: _________________, 200_ _______________________________
                                      Spouse of Taxpayer


                                       5
<PAGE>


                                  ATTACHMENT VI
                                 SPOUSAL CONSENT

                                CONSENT OF SPOUSE

        I, _____________________, spouse of ____________________, have read and
hereby approve the Avanir Pharmaceuticals (the "Company") Restricted Stock Grant
Notice, dated _____________, and all attachments thereto (the "Agreement"). In
consideration of the granting of securities to my spouse as set forth in the
Agreement, I hereby appoint my spouse as my attorney-in-fact with respect to the
exercise of any rights under the Agreement and agree to be bound by the
provisions of the Agreement insofar as I may have any rights in said Agreement,
or any securities issued thereunder, under the community property laws or
similar laws relating to marital property in effect in our state of residence as
of the date of execution of the Agreement.

Dated:                                      Signature:
      _________________________________               __________________________