EXHIBIT10.7**REGISTRATION RIGHTS AGREEMENT**          This Registration Rights Agreement (this “**Agreement**”) is made and entered into as of May 24,2006, by and among Avanir Pharmaceuticals, a California corporation (the “**Company**”) and Neal R.Cutler (“**Cutler**”).          This Agreement is made pursuant to the Unit Purchase Agreement, dated as of May 22, 2006,among the Company, Alamo Pharmaceuticals, LLC and the Parties listed on Schedule A attached to theUnit Purchase Agreement (the “**Purchase Agreement**”).          NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and forother good and valuable consideration the receipt and adequacy of which are hereby acknowledged,the Company and Cutler agree as follows:     1. Definitions. Capitalized terms used and not otherwise defined herein that aredefined in the Purchase Agreement shall have the meanings given such terms in the PurchaseAgreement. As used in this Agreement, the following terms shall have the respective meanings setforth in this Section 1:          “**Advice**” shall have the meaning set forth in Section 6(b).          “**Buyer Notes**” shall have the meaning set forth in the Purchase Agreement.          “**California Courts**” shall have the meaning set forth in Section 6(h).          “**Commission**” means the United States Securities and Exchange Commission.          “**Common Stock**” means the Class A common stock, no par value, of the Company.          “**Effectiveness Period**” shall have the meaning set forth in Section 2(a).          “**Exchange Act**” means the Securities Exchange Act of 1934, as amended.          “**Holder**” or “**Holders**” means the holder or holders, as the case may be, from time to time ofRegistrable Securities.          “**Indemnified Party**” shall have the meaning set forth in Section 5(c).          “**Indemnifying Party**” shall have the meaning set forth in Section 5(c).          “**Losses**” shall have the meaning set forth in Section 5(a).          **“Person”**means any individual, partnership, firm, corporation, limited liability company,association, trust, unincorporated organization or other entity, as well as any syndicate or groupthat would be deemed to be a person under Section 13(d)(3) of the Exchange Act.
 

 
          “**Plan of Distribution**” has the meaning set forth in Section 2(a).          “**Prepayment Election Date**” has the meaning set forth in the Buyer Notes.          “**Proceeding**” means an action, claim, suit, investigation or proceeding (including, withoutlimitation, an investigation or partial proceeding, such as a deposition), whether commenced orthreatened.          “**Prospectus**” means the prospectus included in a Registration Statement (including, withoutlimitation, a prospectus that includes any information previously omitted from a prospectus filedas part of an effective registration statement in reliance upon Rule 430A promulgated under theSecurities Act), as amended or supplemented by any prospectus supplement, with respect to the termsof the offering of any portion of the Registrable Securities covered by a Registration Statement,and all other amendments and supplements to the Prospectus, including post-effective amendments,and all material incorporated by reference or deemed to be incorporated by reference in suchProspectus.          “**Registrable Securities**” means the Repayment Stock, together with any securities issued orissuable with respect thereto upon any stock split, dividend or other distribution,recapitalization or similar event.          “**Registration Statement**” means each of the registration statement that is required to registerthe resale of the Registrable Securities, including the Prospectus, amendments and supplements tosuch registration statement or Prospectus, including pre- and post-effective amendments, allexhibits thereto, and all material incorporated by reference or deemed to be incorporated byreference in such registration statement.          “**Repayment Stock**” means the Common Stock issued upon the conversion of the Buyer Notes.          “**Rule 144**” means Rule 144 promulgated by the Commission pursuant to the Securities Act, assuch Rule may be amended from time to time, or any similar rule or regulation hereafter adopted bythe Commission having substantially the same effect as such Rule.          “**Rule 415**” means Rule 415 promulgated by the Commission pursuant to the Securities Act, assuch Rule may be amended from time to time, or any similar rule or regulation hereafter adopted bythe Commission having substantially the same effect as such Rule.          “**Rule 416**” means Rule 416 promulgated by the Commission pursuant to the Securities Act, assuch Rule may be amended from time to time, or any similar rule or regulation hereafter adopted bythe Commission having substantially the same effect as such Rule.          “**Rule 424**” means Rule 424 promulgated by the Commission pursuant to the Securities Act, assuch Rule may be amended from time to time, or any similar rule or regulation hereafter adopted bythe Commission having substantially the same effect as such Rule.          “**Securities Act**” means the Securities Act of 1933, as amended.
 

 
     2. Registration.          (a) In the event the Company determines that it may desire to issue Repayment Stock insatisfaction of the Buyer Notes in accordance with the terms thereof, the Company may prepare andfile with the Commission a Registration Statement covering the resale of all Registrable Securitiesnot already covered by an existing and effective Registration Statement for an offering to be madeon a continuous basis pursuant to Rule 415. In such event, the Registration Statement shall be onForm S-3 (except if the Company is not then eligible to register for resale the RegistrableSecurities on Form S-3, in which case such registration shall be on another appropriate form forsuch purpose) and shall contain (except if otherwise required pursuant to written comments receivedfrom the Commission upon a review of such Registration Statement) the “Plan of Distribution” insubstantially the form attached hereto as Annex A (with such changes as required by law oras reasonably agreed to by the parties hereto, the “Plan of Distribution”). The Company shallcause the Registration Statement to be declared effective under the Securities Act as soon aspossible, but in no event later than 180 calendar days from the occurrence of the Trigger Event (asdefined in the Buyer Notes); *provided, however*that the Company shall have an additional 60calendar days to respond to and resolve any comments from the Securities and Exchange Commission onthe Registration Statement and any documents incorporated by reference therein. The Company shalluse its reasonable best efforts to keep the Registration Statement continuously effective under theSecurities Act until the date that is two years after the date that the Company issues theRepayment Stock (provided that such two-year period will be extended by the amount of time theRegistration Statement ceases to be effective for any reason) or such earlier date when allRegistrable Securities covered by the Registration Statement have been sold or may be sold withoutvolume restrictions pursuant to Rule 144(k) (the “**Effectiveness Period**”). Such RegistrationStatement shall also cover, to the extent allowable under the Securities Act and the rules andregulations promulgated thereunder (including Rule 416), such indeterminate number of additionalshares of Common Stock resulting from stock splits, stock dividends or similar transactions withrespect to the Registrable Securities.          (b) Unless otherwise agreed to in writing by a Holder (but only with respect to the deliveryof Common Stock to such Holder), the Company shall not be permitted to satisfy any portion of theBuyer Notes by the issuance of Common Stock unless the Registration Statement has been declaredeffective by the Commission on or prior to the Prepayment Election Date.     3. Registration Procedures          In connection with the Company’s registration obligations hereunder, the Company shall:          (a) Not less than four Trading Days prior to the filing of the Registration Statement or anyrelated Prospectus or any amendment or supplement thereto, furnish to the Holders copies of allsuch documents proposed to be filed (other than those incorporated by reference), and shall notfile the Registration Statement or any such Prospectus or any amendments or supplements thereto towhich the Holders of a majority of the Registrable
 

 
Securities shall reasonably object in good faith prior to the close of business on the fourthBusiness Day after such Registration Statement and Prospectus are provided.          (b) (i) Prepare and file with the Commission such amendments, including post-effectiveamendments, to the Registration Statement and the Prospectus used in connection therewith as may benecessary to keep such Registration Statement continuously effective as to the applicableRegistrable Securities for the Effectiveness Period; (ii) cause the related Prospectus to beamended or supplemented by any required Prospectus supplement, and as so supplemented or amended tobe filed pursuant to Rule 424; (iii) respond as promptly as reasonably possible to any commentsreceived from the Commission with respect to the Registration Statement or any amendment thereto;(iv) comply in all material respects with the provisions of the Securities Act and the Exchange Actwith respect to the Registration Statements and the disposition of all Registrable Securitiescovered by each Registration Statement; (v) use reasonable best efforts to cause the RegistrationStatement and any amendment thereto, as of its effective date, not to contain any untrue statementof a material fact or omit to state a material fact required to be stated therein or necessary inorder to make the statements therein not misleading; and (vi) use its reasonable best efforts tocause the Prospectus included in the Registration Statement or any amendment or supplements to theProspectus not to include any untrue statement of a material fact or omit to state a material factrequired to be stated therein or necessary in order to make the statements therein, in light of thecircumstances in which they are made, not misleading.          (c) Notify the Holders as promptly as reasonably possible: (i) with respect to theRegistration Statement or any post-effective amendment, when the same has been declared effective;(ii) of any request by the Commission or any other federal or state governmental authority foramendments or supplements to a Registration Statement or Prospectus or for additional informationthat pertains to the Holders as selling stockholders under the Registration Statement or the Planof Distribution; (iii) of the issuance by the Commission of any stop order suspending theeffectiveness of the Registration Statement or the initiation of any Proceedings for that purpose;and (iv) of the occurrence of any event or passage of time that, to the Company’s knowledge, makesthe financial statements included in the Registration Statement ineligible for inclusion therein orany statement made in such Registration Statement or Prospectus or any document incorporated ordeemed to be incorporated therein by reference untrue in any material respect or that requires anyrevisions to such Registration Statement, Prospectus or other documents so that, in the case ofsuch Registration Statement or the Prospectus, as the case may be, it will not contain any untruestatement of a material fact or omit to state any material fact required to be stated therein ornecessary to make the statements therein, in light of the circumstances under which they were made,not misleading.          (d) Use its reasonable best efforts to avoid the issuance of, or, if issued, use itsreasonable best efforts to obtain the withdrawal of (i) any order suspending the effectiveness ofthe Registration Statement, or (ii) any suspension of the qualification (or exemption fromqualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliestpracticable moment.          (e) Furnish to each Holder, without charge, at least one conformed copy of the RegistrationStatement and each amendment thereto and all exhibits to the extent requested by such Person(including those previously furnished or incorporated by reference) promptly after
 

 
the filing of such documents with the Commission; provided, that the Company shall have noobligation to provide any document or exhibit pursuant to this clause that is available on theEDGAR system.          (f) Following the effectiveness of the Registration Statement, promptly deliver to each Holderwithout charge, as many copies of each Prospectus or Prospectuses (including each form ofprospectus) and each amendment or supplement thereto as such Persons may reasonably request tofacilitate the disposition of the Registrable Securities owned by them. The Company herebyconsents to the use of such Prospectus and each amendment or supplement thereto by each of theselling Holders in connection with the offering and sale of the Registrable Securities covered bysuch Prospectus and any amendment or supplement thereto.          (g) Cooperate with the Holders to facilitate the timely preparation and delivery ofcertificates representing Registrable Securities to be delivered to a transferee pursuant to theRegistration Statement, which certificates shall be free, to the extent permitted by the PurchaseAgreement and the Buyer Notes, of all restrictive legends, and to enable such RegistrableSecurities to be in such denominations and registered in such names as any such Holders mayrequest.          (h) Upon the occurrence of any event contemplated by Section 3(c)(iv), use its reasonable bestefforts to, as promptly as reasonably possible, prepare a supplement or amendment, including apost-effective amendment, to the affected Registration Statement or a supplement to the relatedProspectus or any document incorporated or deemed to be incorporated therein by reference, and fileany other required document so that, as thereafter delivered, neither the Registration Statementnor any Prospectus will contain an untrue statement of a material fact or omit to state a materialfact required to be stated therein or necessary to make the statements therein, in light of thecircumstances under which they were made, not misleading.          (i) The Company may require each selling Holder to furnish to the Company a certifiedstatement as to the number of shares of Common Stock beneficially owned by such Holder and anyAffiliate thereof.          (j) Arrange for the qualification (or exemption from such qualification) of the RegistrableSecurities for sale under the securities laws of those jurisdictions within the United States asany Holder shall reasonably request in writing and shall maintain such qualification (or exemptionsfrom qualification) in effect during the Effectiveness Period; provided that in no event shall theCompany be obligated to qualify to do business in any jurisdiction where it is not then soqualified, subject the Company to any material tax in any such jurisdiction where it is not then sosubject or to take any action that would subject it to service of process in suits in anyjurisdiction where it is not then so subject.          (k) Use its reasonable best efforts to cause all such Registrable Securities to be listed on asecurities exchange or any automated quotation system (such as NASDAQ) on which similar securitiesissued by the Company are then listed.          (l) Provide a transfer agent and registrar for all Registrable Securities registered pursuanthereunder and a CUSIP number for all such Registrable Securities, in each case not later than theeffective date of the Registration Statement.
 

 
4. Registration Expenses. All fees and expenses incident to the Company’s performance ofor compliance with its obligations under this Agreement (excluding any underwriting discounts andselling commissions and all legal fees and expenses of legal counsel for any Holder, except for thereasonable fees and disbursements of one counsel for the selling Holders as provided below in thisSection 4) shall be borne by the Company whether or not any Registrable Securities are soldpursuant to the Registration Statement. The fees and expenses referred to in the foregoingsentence shall include, without limitation, (i) all registration and filing fees (including,without limitation, fees and expenses (A) with respect to filings required to be made with theNasdaq National Market on which the Common Stock is listed for trading, and (B) in compliance withapplicable state securities or Blue Sky laws), (ii) printing expenses (including, withoutlimitation, expenses of printing certificates for Registrable Securities and of printingprospectuses if the printing of prospectuses is reasonably requested by the holders of a majorityof the Registrable Securities included in the Registration Statement), (iii) messenger, telephoneand delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Actliability insurance, if the Company so desires such insurance, (vi) the reasonable fees anddisbursements of one counsel for the selling Holders, and (vii) fees and expenses of all otherPersons retained by the Company in connection with the consummation of the transactionscontemplated by this Agreement. In addition, the Company shall be responsible for all of itsinternal expenses incurred in connection with the consummation of the transactions contemplated bythis Agreement (including, without limitation, all salaries and expenses of its officers andemployees performing legal or accounting duties), the expense of any annual audit and the fees andexpenses incurred in connection with the listing of the Registrable Securities on any securitiesexchange as required hereunder.     5. Indemnification.          (a) Indemnification by the Company. The Company shall indemnify and hold harmlesseach Holder, the officers, directors, agents, partners, members, stockholders and employees of eachof them, each Person who controls any such Holder (within the meaning of Section 15 of theSecurities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employeesof each such controlling Person, from and against any and all losses, claims, damages, liabilities,costs (including, without limitation, reasonable costs of preparation and reasonable attorneys’fees) and expenses (collectively, “**Losses**”), arising out of or relating to any untrue or allegeduntrue statement of a material fact contained in the Registration Statement, any Prospectus or anyform of prospectus or in any amendment or supplement thereto (it being understood that the Holderhas approved Annex A hereto for this purpose) or in any preliminary prospectus, or arising out ofor relating to any omission or alleged omission of a material fact required to be stated therein ornecessary to make the statements therein (in the case of any Prospectus or form of prospectus orsupplement thereto, in light of the circumstances under which they were made) not misleading,except to the extent that (1) such untrue statements, alleged untrue statements, omissions oralleged omissions are based solely upon information regarding such Holder furnished in writing tothe Company by such Holder expressly for use therein, or to the extent that such informationrelates to such Holder or such Holder’s proposed method of distribution of Registrable Securitiesand was reviewed by such Holder expressly for use in the Registration Statement, such Prospectus orsuch form of Prospectus or in any
 

 
amendment or supplement thereto (it being understood that the Holder has approved Annex Ahereto for this purpose) or (2) in the case of an occurrence of an event of the type specified inSection 3(c)(ii)-(iv), the use by such Holder of an outdated or defective Prospectus after theCompany has notified such Holder in writing that the Prospectus is outdated or defective and priorto the receipt by such Holder of an Advice (as defined in Section 6(b) below) or an amended orsupplemented Prospectus, but only if and to the extent that following the receipt of the Advice orthe amended or supplemented Prospectus the misstatement or omission giving rise to such Loss wouldhave been corrected. The Company shall notify the Holders promptly of the institution, threat orassertion of any Proceeding of which the Company is aware in connection with the transactionscontemplated by this Agreement.          (b) Indemnification by Holders. Each Holder shall, severally and not jointly,indemnify and hold harmless the Company, its directors, officers, agents and employees, each Personwho controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 ofthe Exchange Act), and the directors, officers, agents or employees of such controlling Persons,from and against all Losses, as incurred, arising solely out of or based solely upon: (x) if theCompany has notified such Holder in writing that the Company is no longer a “Seasoned Issuer” andthe prospectus delivery requirements of the Securities Act apply to sales by such Holder, suchHolder’s failure to comply with the prospectus delivery requirements of the Securities Act or (y)any untrue statement of a material fact contained in the Registration Statement, any Prospectus, orany form of prospectus, or in any amendment or supplement thereto, or arising solely out of orbased solely upon any omission of a material fact required to be stated therein or necessary tomake the statements therein (in the case of any Prospectus, or any form of prospectus or supplementthereto, in light of the circumstances under which they were made) not misleading, but only to theextent that, (1) such untrue statements or omissions are based solely upon information regardingsuch Holder furnished in writing to the Company by such Holder expressly for use therein, or to theextent that such information relates to such Holder or such Holder’s proposed method ofdistribution of Registrable Securities and was reviewed and expressly approved in writing by suchHolder expressly for use in the Registration Statement (it being understood that the Holder hasapproved Annex A hereto for this purpose), such Prospectus or such form of Prospectus or in anyamendment or supplement thereto, or (2) in the case of an occurrence of an event of the typespecified in Section 3(c)(ii)(iv), the use by such Holder of an outdated or defective Prospectusafter the Company has notified such Holder in writing that the Prospectus is outdated or defectiveand prior to the receipt by such Holder of advice (the “**Advice**”) in writing by the Company that theuse of the applicable Prospectus may be resumed, or of an amended or supplemented Prospectus, butonly if and to the extent that following the receipt of the Advice or the amended or supplementedProspectus the misstatement or omission giving rise to such Loss would have been corrected;provided, however, that in no event shall any indemnity of any Holder under thisparagraph (b) exceed the net proceeds from the offering received by such Holder, less any amountspaid under paragraph (d).          (c) Conduct of Indemnification Proceedings. If any Proceeding shall be brought orasserted against any Person entitled to indemnity hereunder (an “**Indemnified Party**”), suchIndemnified Party shall promptly notify the Person from whom indemnity is sought (the “**IndemnifyingParty**”) in writing, and the Indemnifying Party shall assume the defense thereof, including theemployment of counsel reasonably satisfactory to the Indemnified Party and the payment of all feesand expenses incurred in connection with defense thereof; provided, that the failure of anyIndemnified Party to give such notice shall not relieve the
 

 
Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (andonly) to the extent that such failure shall have proximately and materially adversely prejudicedthe Indemnifying Party.          An Indemnified Party shall have the right to employ separate counsel in any such Proceedingand to participate in the defense thereof, but the fees and expenses of such counsel shall be atthe expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed inwriting to pay such fees and expenses; (2) the Indemnifying Party shall have failed promptly toassume the defense of, and diligently prosecute, such Proceeding and to employ counsel reasonablysatisfactory to such Indemnified Party in any such Proceeding following its receipt of the noticedescribed above in this Section 5(c); or (3) the named parties to any such Proceeding (includingany impleaded parties) include both such Indemnified Party and the Indemnifying Party, and suchIndemnified Party shall have been advised by counsel that a conflict of interest is likely to existif the same counsel were to represent such Indemnified Party and the Indemnifying Party (in whichcase, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employseparate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not havethe right to assume the defense thereof and such counsel shall be at the expense of theIndemnifying Party), provided, that the Indemnifying Party shall not be liable for the feesand expenses of more than one separate firm of attorneys at any time for all Indemnified Parties.The Indemnifying Party shall not be liable for any settlement of any such Proceeding effectedwithout its written consent, which consent shall not be unreasonably withheld.          (d) Contribution. If a claim for indemnification under Section 5(a) or 5(b) isunavailable to an Indemnified Party (by reason of public policy or otherwise), then eachIndemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amountpaid or payable by such Indemnified Party as a result of such Losses, in such proportion as isappropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party inconnection with the actions, statements or omissions that resulted in such Losses as well as anyother relevant equitable considerations. The relative fault of such Indemnifying Party andIndemnified Party shall be determined by reference to, among other things, whether any action inquestion, including any untrue or alleged untrue statement of a material fact or omission oralleged omission of a material fact, has been taken or made by, or relates to information suppliedby, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge,access to information and opportunity to correct or prevent such action, statement or omission.The amount paid or payable by a party as a result of any Losses shall be deemed to include, subjectto the limitations set forth in Section 5(c), any reasonable attorneys’ or other reasonable fees orexpenses incurred by such party in connection with any Proceeding to the extent such party wouldhave been indemnified for such fees or expenses if the indemnification provided for in this Sectionwas available to such party in accordance with its terms. Notwithstanding the foregoing, in noevent shall the contribution by any Holder under this paragraph (d) exceed the net proceeds fromthe offering received by such Holder, less any amounts paid under paragraph (b).          The parties hereto agree that it would not be just and equitable if contribution pursuant tothis Section 5(d) were determined by pro rata allocation or by any other method of allocation thatdoes not take into account the equitable considerations referred to in the immediately precedingparagraph. No person guilty of fraudulent misrepresentation (within the
 

 
meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from anyperson who was not guilty of such fraudulent misrepresentation.     6. Miscellaneous          (a) Compliance. Each Holder covenants and agrees that it will comply with theprospectus delivery requirements of the Securities Act as applicable to it in connection with salesof Registrable Securities pursuant to the Registration Statement.          (b) Discontinued Disposition. Each Holder agrees by its acquisition of suchRegistrable Securities that, upon receipt of a notice from the Company of the occurrence of anyevent of the kind described in Section 3(c), such Holder will forthwith discontinue disposition ofsuch Registrable Securities under the Registration Statement until such Holder’s receipt of thecopies of the supplemented Prospectus and/or amended Registration Statement or until it is advisedin writing (the “**Advice**”) by the Company that the use of the applicable Prospectus may be resumed,and, in either case, has received copies of any additional or supplemental filings that areincorporated or deemed to be incorporated by reference in such Prospectus or RegistrationStatement. The Company may provide appropriate stop orders to enforce the provisions of thisparagraph.          (c) Amendments and Waivers. No provision of this Agreement may be waived or amendedexcept in a written instrument signed by the Company and the Holder or Holders (as applicable) ofno less than two-thirds of the then outstanding Registrable Securities. The Company shall provideprior notice to all Holders of any proposed waiver or amendment. No waiver of any default withrespect to any provision, condition or requirement of this Agreement shall be deemed to be acontinuing waiver in the future or a waiver of any subsequent default or a waiver of any otherprovision, condition or requirement hereof, nor shall any delay or omission of either party toexercise any right hereunder in any manner impair the exercise of any such right.          (d) Notices. Any and all notices or other communications or deliveries required orpermitted to be provided hereunder shall be in writing and shall be deemed given and effective onthe earliest of (i) the date of transmission, if such notice or communication is delivered viafacsimile at the facsimile number specified in this Section prior to 5:00 p.m. (California time) ona Business Day, (ii) the Business Day after the date of transmission, if such notice orcommunication is delivered via facsimile at the facsimile telephone number specified in thisAgreement later than 5:00 p.m. (California time) on any date and earlier than 11:59 p.m.(California time) on such date, (iii) the Business Day following the date of mailing, if sent bynationally recognized overnight courier service, or (iv) upon actual receipt by the party to whomsuch notice is required to be given. The address for such notices and communications shall be asfollows:       If to the Company: Avanir Pharmaceuticals    11388 Sorrento Valley Rd.    San Diego, CA 92121    Attention: Michael Puntoriero    Telephone: (858) 622-5200    Fax: (858) 658-7447
 

 
       With a copy to: Latham & Watkins LLP    650 Town Center Drive, 20th Floor    Costa Mesa, CA 92626    Attention: Jonn R. Beeson    Telephone: (714) 540-1235    Fax: (714) 755-8290       If to Cutler: Neal R. Cutler    [Address]       With a copy to: Milbank, Tweed, Hadley & McCloy LLP    601 South Figueroa Street, 30th Floor    Los Angeles, California 90017    Attn: Brett Goldblatt    Telephone: (213) 892-4000    Fax: (213) 629-5063       If to any otherPerson who is thenthe registeredHolder: To the address of such Holder as it appears in the stock transfer books of the Companyor such other address as may be designated in writing hereafter, in the same manner, by suchPerson.          (e) Successors and Assigns. This Agreement shall inure to the benefit of and bebinding upon the successors and permitted assigns of each of the parties and shall inure to thebenefit of each Holder. The Company may not assign its rights or obligations hereunder without theprior written consent of the Holders of no less than two-thirds of the then outstanding RegistrableSecurities, which consent shall not be unreasonably withheld. Each Holder may not assign itsrespective rights hereunder without Company’s prior written consent, which consent shall not beunreasonably withheld.          (f) Minimum Transfer. If a Holder transfers less than 200,000 shares of RegisterableSecurities to a Person that is not a Holder prior to the effectiveness of a Registration Statement,such shares of Common Stock shall no longer be Registerable Securities.          (g) Execution and Counterparts. This Agreement may be executed in any number ofcounterparts, each of which when so executed shall be deemed to be an original and, all of whichtaken together shall constitute one and the same Agreement. In the event that any signature isdelivered by facsimile transmission, such signature shall create a valid binding obligation of theparty executing (or on whose behalf such signature is executed) the same with the same force andeffect as if such facsimile signature were the original thereof.
 

 
          (h) Governing Law. This Agreement (and any claim or controversy arising out of orrelating to this Agreement) shall be governed by the law of the State of California without regardto conflict of law principles that would result in the application of any law other than the law ofthe State of California.          (i) Consent to Jurisdiction. Each party to this Agreement hereby irrevocably andunconditionally submits, for itself and its property, to the exclusive jurisdiction of anyCalifornia State court, or Federal court of the United States of America, sitting in California,and any appellate court from any thereof, in any action or proceeding arising out of or relating tothis Agreement or the agreements delivered in connection herewith or the transactions contemplatedhereby or thereby or for recognition or enforcement of any judgment relating thereto, and each ofthe parties hereby irrevocably and unconditionally (A) agrees not to commence any such action orproceeding except in such courts, (B) agrees that any claim in respect of any such action orproceeding may be heard and determined in such California State court or, to the extent permittedby law, in such Federal court, (C) waives, to the fullest extent it may legally and effectively doso, any objection which it may now or hereafter have to the laying of venue of any such action orproceeding in any such California State or Federal court, and (D) waives, to the fullest extentpermitted by Law, the defense of an inconvenient forum to the maintenance of such action orproceeding in any such California State or Federal court. Each of the parties hereto agrees that afinal judgment in any such action or proceeding shall be conclusive and may be enforced in otherjurisdictions by suit on the judgment or in any other manner provided by Law. Each party heretohereby irrevocably waives personal service of process and consents to process being served in anysuch Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery(with evidence of delivery) to such party at the address in effect for notices to it under thisAgreement and agrees that such service shall constitute good and sufficient service of process andnotice thereof. Nothing in this Agreement will affect the right of any party to this Agreement toserve process in any other manner permitted by Law.          (j) Severability. If any term, provision, covenant or restriction of this Agreementis held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, theremainder of the terms, provisions, covenants and restrictions set forth herein shall remain infull force and effect and shall in no way be affected, impaired or invalidated, and the partieshereto shall use their reasonable best efforts to find and employ an alternative means to achievethe same or substantially the same result as that contemplated by such term, provision, covenant orrestriction. It is hereby stipulated and declared to be the intention of the parties that theywould have executed the remaining terms, provisions, covenants and restrictions without includingany of such that may be hereafter declared invalid, illegal, void or unenforceable.          (k) Headings. The headings in this Agreement are for convenience of reference onlyand shall not limit or otherwise affect the meaning hereof.
 

 
          IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of thedate first written above.      AVANIR PHAMACEUTICALS