##### 



EXHIBIT 10.7
 LEASE
 RREEF AMERICA REIT II CORP. FFF,
 a Maryland corporation,
 Landlord,
 and
 AVANIR PHARMACEUTICALS,
a California corporation,
 Tenant




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TABLE OF CONTENTS
 page1.
    
    USE AND RESTRICTIONS ON USE
    
    
    12.
    
    TERM
    
    
    23.
    
    RENT
    
    
    34.
    
    RENT ADJUSTMENTS
    
    
    45.
    
    SECURITY DEPOSIT
    
    
    76.
    
    ALTERATIONS
    
    
    77.
    
    REPAIR
    
    
    88.
    
    LIENS
    
    
    89.
    
    ASSIGNMENT AND SUBLETTING
    
    
    810.
    
    INDEMNIFICATION
    
    
    1011.
    
    INSURANCE
    
    
    1112.
    
    WAIVER OF SUBROGATION
    
    
    1113.
    
    SERVICES AND UTILITIES
    
    
    1114.
    
    HOLDING OVER
    
    
    1315.
    
    SUBORDINATION
    
    
    1316.
    
    RULES AND REGULATIONS
    
    
    1317.
    
    REENTRY BY LANDLORD
    
    
    1318.
    
    DEFAULT
    
    
    1419.
    
    REMEDIES
    
    
    1420.
    
    TENANTS BANKRUPTCY OR INSOLVENCY
    
    
    1621.
    
    QUIET ENJOYMENT
    
    
    1622.
    
    CASUALTY
    
    
    1723.
    
    EMINENT DOMAIN
    
    
    1824.
    
    SALE BY LANDLORD
    
    
    1825.
    
    ESTOPPEL CERTIFICATES
    
    
    1826.
    
    SURRENDER OF PREMISES
    
    
    1827.
    
    NOTICES
    
    
    1928.
    
    TAXES PAYABLE BY TENANT
    
    
    1929.
    
    RELOCATION OF TENANT
    
    
    1930.
    
    PARKING
    
    
    2031.
    
    DEFINED TERMS AND HEADINGS
    
    
    2132.
    
    TENANTS AUTHORITY
    
    
    2133.
    
    FINANCIAL STATEMENTS AND CREDIT REPORTS
    
    
    2134.
    
    COMMISSIONS
    
    
    2235.
    
    TIME AND APPLICABLE LAW
    
    
    2236.
    
    SUCCESSORS AND ASSIGNS
    
    
    2237.
    
    ENTIRE AGREEMENT
    
    
    2238.
    
    EXAMINATION NOT OPTION
    
    
    22
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TABLE OF CONTENTS
(continued)
 page39.
    
    RECORDATION
    
    
    2240.
    
    OPTION TO RENEW
    
    
    2241.
    
    RIGHT OF FIRST OFFER
    
    
    2342.
    
    SUITE SIGNAGE
    
    
    2443.
    
    BUILDING SIGNAGE
    
    
    2444.
    
    BUILDING SIGNAGE
    
    
    2545.
    
    MONUMENT SIGNAGE
    
    
    2646.
    
    LANDLORD DEFAULT
    
    
    2647.
    
    LIMITATION OF LANDLORDS LIABILITY
    
    
    26
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 ii




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GROSS (BY) OFFICE LEASE
 REFERENCE PAGES
 BUILDING:
    
    101 EnterpriseAliso Viejo, CaliforniaLANDLORD:
    
    RREEF AMERICA REIT II CORP. FFF,a Maryland corporationLANDLORDS ADDRESS:
    
    101 Enterprise, Suite 150Aliso Viejo, California 92656WIRE INSTRUCTIONS AND/OR ADDRESS FOR
    
    RREEF AMERICA REIT II CORP. FFFRENT PAYMENT:

    
    Department 2796Los Angeles, California 90084-2796LEASE REFERENCE DATE:
    
    April 28, 2006TENANT:
    
    AVANIR PHARMACEUTICALS,a California corporationTENANTS NOTICE ADDRESS:(a) As of beginning of Term:
    
    101 Enterprise, Suite 300Aliso Viejo, California 92656(b) Prior to beginning of Term (if
different):
    
    11388 Sorrento Valley RoadSan Diego, California 92121PREMISES ADDRESS:
    
    101 Enterprise, Suites 300, 320, 330 & 335
Aliso Viejo, California 92656PREMISES RENTABLE AREA:
    
    Approximately 17,609sq. ft. (consisting
of approximately 5,074 sq. ft. known as
Suite 300 and approximately 6,245 sq. ft.
known as Suite 320 (collectively, the
Initial Premises) and approximately
4,939 sq. ft. known as Suite 330 and
approximately 1,351 sq. ft. known as
Suite 335 (collectively, the Additional
Premises)). The Initial Premises and
Additional Premises shall be collectively
referred to herein as the Premises.
For an outline of the Premises see
Exhibit A.SCHEDULED COMMENCEMENT DATES:
    
    Initial Premises: June 15, 2006
(Scheduled Initial Premises Commencement
Date)Additional Premises: April 15, 2007
(Scheduled Additional Premises
Commencement Date)TERM OF LEASE:
    
    Approximately five (5) years beginning on
the Initial Premises Commencement Date
and ending on the Termination Date. The
period from the Initial Premises
Commencement Date to the last day of the
same month is the Commencement Month.
 iii

Initials




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TERMINATION DATE:
    
    The last day of the sixtieth
(60th) full calendar
month after (if the Commencement
Month is not a full calendar
month), or from and including (if
the Commencement Month is a full
calendar month), the Commencement
Month, which Termination Date is
estimated to be June 14, 2011.ANNUAL RENT and MONTHLY INSTALLMENT OF

RENT FOR THE INITIAL PREMISES (Article
3):
 Period
    
    Rentable Square
    
    Annual Rent
    
    Annual Rent
    
    Monthly Installmentfrom
    
    through
    
    Footage
    
    Per Square Foot
    
    
    
    of Rent6/15/2006*
    
    **
    
    
    
    
    11,319
    
    
    $
    31.80
    
    
    $
    359,944.20
    
    
    $
    29,995.35
    ***
 
 *
    
    Or the actual Initial Premises Commencement Date.**
    
    One day prior to the Additional Premises Commencement Date.***
    
    Subject to abatement pursuant to Section 3.3 of this Lease. 
 Period
    
    Rentable Square
    
    Annual Rent
    
    Annual Rent
    
    Monthly Installmentfrom
    
    through
    
    Footage
    
    Per Square Foot
    
    
    
    of RentAdditional
Premises
Commencement Date
    
    
    6/14/2007
    
    
    
    17,609
    
    
    $
    31.80
    
    
    $
    559,966.20
    
    
    $
    46,663.856/15/2007
    
    
    6/14/2008
    
    
    
    17,609
    
    
    $
    32.75
    
    
    $
    576,694.75
    
    
    $
    48,057.906/15/2008
    
    
    6/14/2009
    
    
    
    17,609
    
    
    $
    33.73
    
    
    $
    593,951.57
    
    
    $
    49,495.966/15/2009
    
    
    6/14/2010
    
    
    
    17,609
    
    
    $
    34.74
    
    
    $
    611,736.66
    
    
    $
    50,978.066/15/2010
    
    
    6/14/2011
    
    
    
    17,609
    
    
    $
    35.78
    
    
    $
    630,050.02
    
    
    $
    52,504.17
 BASE YEAR (EXPENSES):
    
    2006BASE YEAR (TAXES):
    
    2006BASE YEAR (INSURANCE):
    
    2006TENANTS PROPORTIONATE SHARE:
    
    2.34% for the Initial Premises
3.64% for the Initial Premises and the
Additional Premises, collectively, effective
as of the Additional Premises Commencement
DateSECURITY DEPOSIT:
    
    $57,754.59ASSIGNMENT/SUBLETTING FEE:
    
    $1,000.00AFTER-HOURS HVAC COST:
    
    $60.00 per hour, subject to change from time
to time in accordance with Section 13.2
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 ivInitials




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PARKING:
    
    Tenant shall be entitled to the
non-exclusive use of Tenants
Proportionate Share of unassigned,
non-reserved parking passes at no
charge to Tenant during the
initial Term in accordance with
the terms of this Lease, which as
of the date of this Lease is 45
parking passes for the Initial
Premises and an additional 25
parking passes for the Additional
Premises, for a total of 70
parking passes for the Premises.
Tenant shall be entitled to
convert up to 5 parking passes to
reserved covered parking passes.
(See Article 30 on Parking.)REAL ESTATE BROKER:
    
    CB Richard Ellis, representing
both Landlord and Tenant, to which
Landlord shall pay a commission in
connection with this Lease in
accordance with a separate
agreementTENANTS SIC CODE:
    

    2834BUILDING BUSINESS HOURS:
    
    7:00 a.m.  7:00 p.m., Monday
through Friday (excluding Building
holidays) and 8:00 a.m.  2:00
p.m. Saturdays.AMORTIZATION RATE:
    
    N/A
   LANDLORD:
    
    
    
    TENANT:RREEF AMERICA REIT II CORP. FFF,
    
    
    
    AVANIR PHARMACEUTICALS,a Maryland corporation
    
    
    
    a California corporationBy:
    
    RREEF Management Company, a
Delaware corporation, its Property ManagerBy:
    
    
    
    
    
    By:Name:
    
    Robin Iles
    
    
    
    Name:
    
    Eric K. BrandtTitle:
    
    Vice President, District Manager
    
    
    
    Title:
    
    President and CEODated:
    
    , 2006
    
    
    
    Dated:
    
    , 2006By:Name:
    
    Keith KatkinTitle:
    
    Sr. Vice President, Sales and MarketingDated:
    
    , 2006
 v




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LEASE
 Exhibit A Exhibit A-1
 USE AND RESTRICTIONS ON USE.
    1




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TERM.
 Exhibit B Exhibit C Exhibit C-1
 Exhibit B Exhibit B)
 Exhibit
E
 2




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Exhibit
 RENT.
    3




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RENT ADJUSTMENTS.
  Lease Year:
 Expenses:
       4




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Taxes:
 Insurance Costs:
 5




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6




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SECURITY DEPOSIT.
 ALTERATIONS.
 Exhibit B
   7




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REPAIR.
 Exhibit B
    LIENS.
 ASSIGNMENT AND SUBLETTING.
   8




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9




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INDEMNIFICATION.
  10




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INSURANCE.
    WAIVER OF SUBROGATION.
 SERVICES AND UTILITIES.
  11




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12




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HOLDING OVER.
 SUBORDINATION.
 RULES AND REGULATIONS. Exhibit D
 REENTRY BY LANDLORD.
  13




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DEFAULT.
       REMEDIES.
    14




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TENANT HEREBY WAIVES ANY AND ALL RIGHTS CONFERRED BY SECTION 3275 OF THE CIVIL CODE OF
CALIFORNIA AND BY SECTIONS 1174 (c) AND 1179 OF THE CODE OF CIVIL PROCEDURE OF CALIFORNIA AND ANY
AND ALL OTHER REGULATIONS AND RULES OF LAW FROM TIME TO TIME IN EFFECT DURING THE TERM PROVIDING
THAT TENANT SHALL HAVE ANY RIGHT TO REDEEM, REINSTATE OR RESTORE THIS LEASE FOLLOWING ITS
TERMINATION BY REASON OF TENANTS BREACH. TENANT ALSO HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY LITIGATION ARISING OUT OF OR RELATING TO THIS
LEASE.
    15




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TENANT EXPRESSLY WAIVES ANY RIGHT TO: (A) TRIAL BY JURY; AND (B)
SERVICE OF ANY NOTICE REQUIRED BY ANY PRESENT OR FUTURE LAW OR ORDINANCE APPLICABLE TO LANDLORDS OR
TENANTS BUT NOT REQUIRED BY THE TERMS OF THIS LEASE.
  TENANTS BANKRUPTCY OR INSOLVENCY.
       QUIET ENJOYMENT.
 16




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CASUALTY.
       17




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EMINENT DOMAIN.
 SALE BY LANDLORD.
 ESTOPPEL CERTIFICATES.
 SURRENDER OF PREMISES.
  18




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NOTICES.
 TAXES PAYABLE BY TENANT.
 RELOCATION OF TENANT.
 19




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PARKING.
       20
         DEFINED TERMS AND HEADINGS.
 TENANTS AUTHORITY.
   FINANCIAL STATEMENTS AND CREDIT REPORTS.
 21




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COMMISSIONS.
 TIME AND APPLICABLE LAW.
 SUCCESSORS AND ASSIGNS.
 ENTIRE AGREEMENT.
 EXAMINATION NOT OPTION.
 RECORDATION.
 OPTION TO RENEW.
    22




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Prevailing Market
 RIGHT OF FIRST OFFER.
          23




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SUITE SIGNAGE.
 EYEBROW SIGNAGE.
       24




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BUILDING SIGNAGE.
         25




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MONUMENT SIGNAGE.
   LANDLORD DEFAULT.
 LIMITATION OF LANDLORDS LIABILITY.
 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
 26




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LANDLORD:
    
    
    
    TENANT:RREEF AMERICA REIT II CORP. FFF,
    
    
    
    AVANIR PHARMACEUTICALS,a Maryland corporation
    
    
    
    a California corporationBy:
    
    RREEF Management Company, a
Delaware corporation, its Property ManagerBy:
    
    
    
    
    
    By:Name:
    
    Robin Iles
    
    
    
    Name:
    
    Eric K. BrandtTitle:
    
    Vice President, District Manager
    
    
    
    Title:
    
    President and CEODated:
    
    , 2006
    
    
    
    Dated:
    
    , 2006By:Name:
    
    Keith KatkinTitle:
    
    Sr. Vice President, Sales and MarketingDated:
    
    , 2006
 27




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EXHIBIT A  FLOOR PLAN DEPICTING THE PREMISES
 attached to and made a part of the Lease bearing the
Lease Reference Date of April 28, 2006 between
RREEF AMERICA REIT II CORP. FFF, a Maryland corporation, as Landlord and
AVANIR PHARMACEUTICALS, a California corporation, as Tenant
  A-1Initials




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EXHIBIT A-1  SITE PLAN
 attached to and made a part of the Lease bearing the
Lease Reference Date of April 28, 2006 between
RREEF AMERICA REIT II CORP. FFF, a Maryland corporation, as Landlord and
AVANIR PHARMACEUTICALS, a California corporation, as Tenant
  A-2Initials




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EXHIBIT B  INITIAL ALTERATIONS
 attached to and made a part of the Lease bearing the
Lease Reference Date of April 28, 2006 between
RREEF AMERICA REIT II CORP. FFF, a Maryland corporation, as Landlord and
AVANIR PHARMACEUTICALS, a California corporation, as Tenant
 Exhibit B Exhibit B Exhibit B $169,785.00 $94,350.00
  B-1Initials




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Exhibit B Exhibit B
    B-2Initials




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Exhibit B
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 B-3Initials




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EXHIBIT C  INITIAL PREMISES COMMENCEMENT DATE MEMORANDUM
 attached to and made a part of the Lease bearing the
Lease Reference Date of April 28, 2006 between
RREEF AMERICA REIT II CORP. FFF, a Maryland corporation, as Landlord and
AVANIR PHARMACEUTICALS, a California corporation, as Tenant
 INITIAL PREMISES COMMENCEMENT DATE MEMORANDUM
 RREEF AMERICA REIT II CORP. FFF, a
Maryland corporation AVANIR PHARMACEUTICALS, a California corporation
 Recitals
 A.
    
    Landlord and Tenant are parties to that certain Lease, dated for reference
April 28, 2006 (the Lease) for certain premises (the Premises) consisting of
approximately 11,319 square feet for the Initial Premises and approximately 6,290
square feet for the Additional Premises, for a total of approximately 17,609rentable
square feet at the building commonly known as 101 Enterprise, Aliso Viejo, California.B.
    
    Tenant is in possession of the Initial Premises and the Term of the Lease has
commenced.C.
    
    Landlord and Tenant desire to enter into this Memorandum confirming the Initial Premises
Commencement Date and the Termination Date and other matters under the Lease.
  1.
    
    The Initial Premises Commencement Date is ___.2.
    
    The actual Termination Date is ___.3.
    
    The schedule of the Annual Rent and the Monthly Installment of Rent set forth
on the Reference Pages for the Initial Premises is deleted in its entirety, and the
following is substituted therefor:
 [insert rent schedule]
 4.
    
    Capitalized terms not defined herein shall have the same meaning as set forth in the
Lease.
  LANDLORD:
    
    
    
    TENANT:RREEF AMERICA REIT II CORP. FFF,
    
    
    
    AVANIR PHARMACEUTICALS,a Maryland corporation
    
    
    
    a California corporationBy:
    
    RREEF Management Company, aDelaware corporation, its Property ManagerBy:
    
    
    
    
    
    By:Name:
    
    DO NOT SIGN
    
    
    
    Name:
    
    DO NOT SIGNTitle:
    
    
    
    
    
    Title:Dated:
    
    
    
    
    
    Dated:
 C-1Initials




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EXHIBIT C-1  ADDITIONAL PREMISES COMMENCEMENT DATE MEMORANDUM
 attached to and made a part of the Lease bearing the
Lease Reference Date of April 28, 2006 between
RREEF AMERICA REIT II CORP. FFF, a Maryland corporation, as Landlord and
AVANIR PHARMACEUTICALS, a California corporation, as Tenant
 ADDITIONAL PREMISES COMMENCEMENT DATE MEMORANDUM
 RREEF AMERICA REIT II CORP. FFF, a
Maryland corporation AVANIR PHARMACEUTICALS, a California corporation
 Recitals
 A.
    
    Landlord and Tenant are parties to that certain Lease, dated for reference
April 28, 2006 (the Lease) for certain premises (the Premises) consisting of
approximately 11,319 square feet for the Initial Premises and approximately 6,290
square feet for the Additional Premises, for a total of approximately 17,609rentable
square feet at the building commonly known as 101 Enterprise, Aliso Viejo, California.B.
    
    Tenant is in possession of the Premises and the Term of the Lease has commenced.C.
    
    Landlord and Tenant desire to enter into this Memorandum confirming the
Additional Premises Commencement Date and the Termination Date and other matters under
the Lease.
  1.
    
    The Additional Premises Commencement Date is ___.2.
    
    The actual Termination Date is ___.3.
    
    The schedule of the Annual Rent and the Monthly Installment of Rent set forth
on the Reference Pages for the Premises is deleted in its entirety, and the following
is substituted therefor:
 [insert rent schedule]
 4.
    
    Capitalized terms not defined herein shall have the same meaning as set forth in the
Lease.
  LANDLORD:
    
    
    
    TENANT:RREEF AMERICA REIT II CORP. FFF,
    
    
    
    AVANIR PHARMACEUTICALS,a Maryland corporation
    
    
    
    a California corporationBy:
    
    RREEF Management Company, aDelaware corporation, its Property ManagerBy:
    
    
    
    
    
    By:Name:
    
    DO NOT SIGN
    
    
    
    Name:
    
    DO NOT SIGNTitle:
    
    
    
    
    
    Title:Dated:
    
    
    
    
    
    Dated:
 C-2Initials




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EXHIBIT D  RULES AND REGULATIONS
 attached to and made a part of the Lease bearing the
Lease Reference Date of April 28, 2006 between
RREEF AMERICA REIT II CORP. FFF, a Maryland corporation, as Landlord and
AVANIR PHARMACEUTICALS, a California corporation, as Tenant
            D-1Initials




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D-2Initials




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 D-3Initials




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EXHIBIT E  EARLY POSSESSION AGREEMENT
 attached to and made a part of the Lease bearing the
Lease Reference Date of April 28, 2006 between
RREEF AMERICA REIT II CORP. FFF, a Maryland corporation, as Landlord and
AVANIR PHARMACEUTICALS, a California corporation, as Tenant
 EARLY POSSESSION AGREEMENT
  
  LANDLORD:
    
    
    
    TENANT:RREEF AMERICA REIT II CORP. FFF,
    
    
    
    AVANIR PHARMACEUTICALS,a Maryland corporation
    
    
    
    a California corporationBy:
    
    RREEF Management Company, aDelaware corporation, its Property ManagerBy:
    
    
    
    
    
    By:Name:
    
    DO NOT SIGN
    
    
    
    Name:
    
    DO NOT SIGNTitle:
    
    
    
    
    
    Title:Dated:
    
    
    
    
    
    Dated:
 E-1Initials