Exhibit 10.2
 AVANIR PHARMACEUTICALS, INC.
12,500,000 SHARES OF COMMON STOCK
 CONTROLLED
EQUITY
OFFERINGSM
 SALES
AGREEMENT
  
  Company Agreement CF&Co
 Issuance and Sale of Shares Placement Shares Common Stock Section 1 Commission
 Securities
Act Exchange
Act Prospectus Supplement
 1




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Registration Statement Prospectus IDEA
 Placements Placement Placement Notice Section 3 Schedule 1 Schedule 2 Schedule 2 Schedule 2 Section 4 Section
4 Section 11 Schedule 3
 2




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Sale of Placement Shares by CF&Co Exchange Section 2 Section 5(a) Section 3 Trading Day
 Suspension of Sales Schedule 2 Schedule 2 provided, however Section 4 Schedule 2
 3




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Settlement
 Settlement of Placement Shares rd Settlement Date First Delivery Date Net Proceeds Section 2 Section 7(g)
 Delivery of Placement Shares Section 9(a) provided however
 Representations and Warranties of the Company Section
20(a)
 Compliance with Registration Requirements
 4




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Delivery of Offering Materials
 Prospectus
 Financial Information
 5




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Incorporated Documents
 Distribution of Materials; Free Writing Prospectuses Free Writing
Prospectus Rule 433 Section 20
 Organization
 6




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Subsidiaries Material Adverse
Effect
 Subsidiaries
 No Violation or Default FDA .
 7




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Capitalization
 Authorization; Enforceability Section 9
 Capital Stock and Placement Shares in Proper Form
 Authorization of Placement Shares
 Consents and Permits
 8




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Permits FINRA
 No Preferential Rights Person
 Independent Public Accountant
 Enforceability of Agreements
 9




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No Litigation
 Regulatory Filings
 Market Capitalization
 No Material Changes
 No Material Defaults
 10




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Certain Market Activities
 Broker/Dealer Relationships
 No Reliance
 Taxes
 Intellectual Property Intellectual Property
 11




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Clinical Studies
 Compliance Program
 12




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Environmental Laws Environmental
Laws
 Accounting Controls
 Disclosure Controls Evaluation Date
 13




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Sarbanes-Oxley Act
 Finders Fees
 Labor Disputes
 Investment Company Act Investment Company
Act
 Casualty
 Underwriter Agreements
 14




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ERISA ERISA
 CF&Co Purchases provided, that
 No Improper Practices
 15




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Title to Property
 Insurance
 Data Reliable and Accurate
 NASDAQ: Registration Notification of
Listing of Additional Shares
 Covenants of the Company
 Registration Statement Amendments; Payment of Fees
 16




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provided, however provided, however
 Notice of Commission Stop Orders
 Delivery of Prospectus; Subsequent Changes
 17




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Listing of Placement Shares provided, however
 Delivery of Registration Statement and Prospectus
 Earnings Statement
 18




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Expenses
 (i)
    
    The Company, whether or not the transactions contemplated
hereunder are consummated or this Agreement is terminated, in accordance with
the provisions of Section 11 hereunder, will pay all expenses incident
to the performance of the Companys obligations hereunder, which the parties
acknowledge include expenses relating to: (i) the preparation, printing and
filing of the Registration Statement and each amendment and supplement thereto,
of each Prospectus and of each amendment and supplement thereto, and of this
Agreement, (ii) the preparation, issuance and delivery of the Placement Shares,
(iii) the printing and delivery to CF&Co of copies of the Prospectus and any
amendments and supplements thereto, (iv) the fees and expenses incurred in
connection with the listing or qualification of the Placement Shares for
trading on the Exchange, and (v) the filing fees and expenses, if any, of the
Commission and FINRA.(ii)
    
    CF&Co will pay all expenses incident to the performance of its
obligations hereunder, including attorneys fees, consultant fees, travel and
lodging expenses and any other incidental fees and expenses incurred by CF&Co.
Notwithstanding the foregoing, the Company will, within 30 days from the
delivery of an invoice, reimburse CF&Co for up to $50,000 of such out-of-pocket
expenses.
 Use of Proceeds
 Notice of Other Sales provided
 Change of Circumstances
 19




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Due Diligence Cooperation
 Required Filings Relating to Placement of Placement Shares Filing Date
 Representation Dates; Certificate Representation Date Exhibit 7(m) Section 7(m) provided however Section 7(m) Exhibit 7(m)
 Legal Opinion Company Counsel
 20




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Exhibit 7(n)(1) Exhibit 7(n)(2) provided however Section 7(n)
 Comfort Letter Exhibit 7(o) Comfort Letters Initial Comfort Letter
 Market Activities
 Investment Company Act
 Conditions to CF&Cos Obligations
 21




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Registration Statement Effective
 No Material Notices
 Material Changes
 Legal Opinion Section 7(n) Section 7(n)
 Comfort Letter Section 7(o) Section 7(o)
 Representation Certificate Section 7(m) Section 7(m)
 No Suspension
 22




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Other Materials Section 7(m)
 Securities Act Filings Made
 Approval for Listing
 No Termination Event Section 11(a)
 Indemnification and Contribution
 Company Indemnification CF&Co
Affiliate Section 9(c) provided however
 23




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CF&Co Indemnification Company Affiliate
 Procedure Section 9 Section 9 Section 9 Section 9
 24




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Section 9
 Contribution Section 9 Section
9(d) Section 9(d) Section 9(d) Section 9(c) Section 9(d)
 25




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Section 9(d) Section
9(d) Section 9(d) Section 9(c) Section 9(c)
 Representations and Agreements to Survive Delivery
 Termination
 provided, however, Sections 7(m) 7(n) 7(o) Section 7(g) Section 9 Section 10 Section 16 Section 17 Section 11(a) Section 12
  26




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Section 7(g) Section 9 Section 10 Section 16 Section 17
 Section 7(g) Section 9 Section 10 Section 16 Section 17
 provided Section 7(g) Section 9 Section 10 Section 16 Section
17
 Sections 11(a) (b) (c), or (d) provided, however, Section 7(g) Section 9 Section 10 Section 16 Section 17
 provided, however,
 Notices Business Day
 27




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Successors and Assigns Section 9
 Adjustments for Stock Splits
 Entire Agreement; Amendment; Severability
 Applicable Law; Consent to Jurisdiction
 Waiver of Jury Trial
 28




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Absence of Fiduciary Relationship
     Counterparts
 Definitions
 Applicable Time
 GAAP
 [Remainder of Page Intentionally Blank]
 29




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Very truly yours,AVANIR PHARMACEUTICALS, INC.By:
    /s/ Christine OcampoName:
    Christine OcampoTitle:
    Vice President, Finance ACCEPTED as of the date first-above written:
 CANTOR FITZGERALD & CO.By:
    /s/ Jeffrey LumbyName:
    Jeffrey LumbyTitle:
    Managing Director




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SCHEDULE 1
 FORM OF PLACEMENT NOTICE
 From:
    
    [                                        ]Cc:
    
    [                                        ]To:
    
    [                                        ]Subject:
    
    Controlled Equity OfferingPlacement Notice
  SM Company CF&Co Agreement




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SCHEDULE 2
 CANTOR FITZGERALD & CO.
 
 AVANIR PHARMACEUTICALS, INC.




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SCHEDULE 3
 COMPENSATION




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Exhibit 7(n)(1)




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Exhibit 7(n)(2)




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Exhibit 7(o)




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Exhibit 7(m)
 OFFICER CERTIFICATE
 AVANIR PHARMACEUTICALS,
INC. Company Section 7(m) Sales Agreement
 Section 6
  By:Name:Title: