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.
 Amendment #1 to
Manufacturing Services Agreement
Between Patheon Inc. and Avanir Pharmaceuticals, Inc.
     1.
    
    Amendments to MSA
  (i)
    
    All references to Avanir Pharmaceuticals, a corporation existing under the
laws of California shall be replaced by Avanir Pharmaceuticals Inc., a corporation
existing under the laws of Delaware.(ii)
    
    All references in the MSA to Neurodex shall be deleted and replaced with
Zenvia. For clarity, the definition of Product in Section 1.1 shall not be
amended.(iii)
    
    In Section 1.1, the definition Manufacturing Site shall be deleted and
replaced with the following:Manufacturing Site means the facility owned and operated by Patheon that is
located at [***].(iv)
    
    In Section 13.11, the addresses for the parties shall be amended as follows:
 Avanir Pharmaceuticals, Inc.
    
    
    
    Patheon Inc.101 Enterprise Ct, Suite 300
    
    
    
    2100 Syntex CourtAliso Viejo, CA 92656
    
    
    
    Mississauga, Ontario L5N 7K9Attention:
    
    
    
    Attention: Legal DepartmentFax No:
    
    
    
    Fax No: 905 812-6613
 (v)
    
    Schedule B shall be deleted in its entirety and replaced with the Schedule B
attached hereto.(vi)
    
    Schedule G (the Form of Quality Agreement) shall be deleted in its entirety and
replaced with the Quality Agreement attached hereto, which has been revised and
executed effective as of January 19, 2010.




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##### 



(vii)
    
    Schedule I shall be deleted in its entirety and replaced with the Schedule I
attached hereto.
 2.
    
    Conflicts, Use of Terms. In the event of conflict between the terms and conditions of the
MSA and the terms and conditions of this Amendment # 1, the terms of conditions of this
Amendment # 1 shall control. Terms not otherwise defined herein shall have the meanings set
forth in the MSA.3.
    
    No Other Modifications. Except as provided above, the terms and conditions of the MSA remain
unchanged.4.
    
    Execution in Counterparts.This Amendment #1 may be executed in two counterparts, by
original or facsimile signature, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.5.
    
    Governing Law.This Amendment #1 shall be construed and enforced in accordance with the laws
of the State of New York. The parties expressly agree that the UN Convention of Contracts for
the International Sale of Goods shall not apply to this Amendment #1.
 IN WITNESS WHEREOF
 ACCEPTED AND ACKNOWLEDGED
 AVANIR PHARMACEUTICALS, INC.
    
    
    

    PATHEON INC.Per:
    

/s/
Christine G. Ocampo
    
    
    
    Per:
    

/s/
Deborah RakName: Christine G. Ocampo
    
    
    
    
    
    Name: Deborah RakTitle: Vice President, Finance
    
    
    
    
    
    Title: Vice President, Toronto Regional
Operations




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##### 



Schedule B
to the Manufacturing Services Agreement
between Patheon Inc. and Avanir Pharmaceuticals, Inc.
 Annual Volume, Run Quantity and Fees
 Bulk packaged Capsules
  Scenario
    
    1
    
    2Year
    
    1
    
    2
    
    3
    
    1
    
    2
    
    3Annual Qty ([***] capsules)
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]Run Qty ([***] capsules)
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]Run Qty (batches)
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]Price per[***] Bulk capsules (USD)
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
 Strength
 Scenario
    
    2Year
    
    1
    
    2
    
    3Annual Qty ([***] capsules)
    
    [***]
    
    [***]
    
    [***]Run Qty ([***]capsules)
    
    [***]
    
    [***]
    
    [***]Run Qty (batches)
    
    [***]
    
    [***]
    
    [***]Price per[***] Bulk
capsules (USD)
    
    [***]
    
    [***]
    
    [***]




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##### 



Schedule G
to the Manufacturing Services Agreement
between Patheon Inc. and Avanir Pharmaceuticals, Inc.
 SCHEDULE G
 QUALITY AGREEMENT




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##### 



Schedule I
to the Manufacturing Services Agreement
between Patheon Inc. and Avanir Pharmaceuticals, Inc.
 SCHEDULE I
 ACTIVE MATERIAL REIMBURSEMENT VALUE
  PRODUCT
    

    ACTIVE MATERIAL
    
    
    ACTIVE MATERIALREIMBURSEMENT VALUE 
($USD)*[***] Bulk [***]
    
    Dextromethorphan 
Hydrobromide
    
    $[***] per kilogramQuinidine Sulfate
    
    $[***] per kilogram
 
 *
    
    These prices are subject to change. The parties shall amend this Schedule I to reflect any
change in the price of the Active Materials charged by Avanirs suppliers, provided satisfactory
documentation of such change is provided to and accepted by Patheon.