Exhibit 10.34Award No.                     **AVANIR PHARMACEUTICALS****Restricted Stock Unit Grant Agreement**     This Restricted Stock Unit Grant Agreement (the “Agreement”) is dated as of [                    ] andis entered into between Avanir Pharmaceuticals, a California corporation (the “Company”), and[                    ] (the “Awardee”). Capitalized terms not otherwise defined herein shall have therespective meanings set forth in the Plan.RECITALS     A. The Company’s [2003] [2005] Equity Incentive Plan (the “Plan”) provides that the Companymay issue stock awards, including awards of restricted stock units.     B. On [                    ], the Board of Directors, acting directly or through its CompensationCommittee, approved the grant of the following restricted stock units, representing the right toreceive shares of Class A common stock of the Company upon the vesting schedule set forth below inSection 2 (the “Restricted Stock Units”).AGREEMENT     In consideration of the mutual promises set forth below, the parties hereto agree asfollows:     1. Award of Restricted Stock Units. Subject to the terms and conditions of thisAgreement and the Plan (the terms of which are incorporated herein by reference) and effective asof the date set forth above, the Company hereby grants to the Awardee [___] Restricted StockUnits.     2. Vesting. The Restricted Stock Units shall vest [with respect to one-quarter ofthe underlying shares on the first anniversary of the grant date and then with respect to theremaining shares quarterly thereafter over the next three years.]     3. Effect of Termination. Following the Termination of a Awardee’s service, theunvested portions of the Restricted Stock Units, if any, as of the date of Termination shall beforfeited.     4. Distribution. Stock certificates evidencing a one-for-one conversion (adjustedas provided in the Plan) of vested Restricted Stock Units into Shares (the “Certificate”) shall beissued and registered in the Awardee’s name as promptly as practicable following a particularVesting Date. Notwithstanding the foregoing, the distribution of the shares and the issuance ofthe Certificates may, for directors and officers of the Company, be deferred beyond the vestingdate if such director or officer executes and delivers a deferral election form, which is availablefrom Secretary of the Company. In the case of Awardee’s death, Certificates shall be delivered tothe Awardee’s beneficiary or estate as soon as practicable.     5. Dividends. Participants holding Restricted Stock Units shall not be entitled toreceive cash payments equal to any cash dividends and other distributions paid with respect to a
 

 
corresponding number of Shares until the underlying Shares have been delivered in accordance withthis Agreement.     6. Tax Withholding Obligations. In circumstances in which tax withholding isapplicable, to meet any such obligations of the Company and Awardee that might arise with respectto any withholding taxes, FICA contributions, or the like under any federal, state, or localstatute, ordinance, rule, or regulation in or connection with the award, deferral, or settlement ofthe Restricted Stock Units, the Awardee shall remit to the Company an amount of cash sufficient tomeet the withholding requirements and/or, withhold the required amounts from the Awardee’s payduring the pay periods next following the date on which any such applicable tax liability otherwisearises. Notwithstanding the foregoing, the Committee may, in its sole discretion, allow Awardee tosatisfy such withholding obligations upon settlement of the Restricted Stock Units by thewithholding a number of Shares having a Fair Market Value equal to the Company’s statutorywithholding obligations. The Company shall not deliver any of the Certificates until and unless theAwardee has made the payment(s) required herein or proper provision for required withholding hasbeen made. The Awardee hereby consents to any action reasonably taken by the Company to meet thewithholding obligations.     7. Restriction on Transferability. Until distribution, the Restricted Stock Unitsmay not be sold, transferred, pledged, assigned, or otherwise alienated at any time. Any attempt todo so contrary to the provisions hereof shall be null and void. Notwithstanding the above,distribution can be made pursuant to will, the laws of descent and distribution, intra-familytransfer instruments or to an inter vivos trust.     8. Rights as Shareholder. The Awardee shall not have voting or any other rights asa shareholder of the Company with respect to the Restricted Stock Units. Upon settlement of theRestricted Stock Units into Shares, the Awardee will obtain full voting and other rights as ashareholder of the Company.     9. Administration. The Committee shall have the power to interpret the Plan andthis Agreement and to adopt such rules for the administration, interpretation, and application ofthe Plan as are consistent therewith and to interpret or revoke any such rules. All actions takenand all interpretations and determinations made by the Committee shall be final and binding uponthe Awardee, the Company, and all other interested persons. No member of the Committee shall bepersonally liable for any action, determination, or interpretation made in good faith with respectto the Plan or this Agreement.     10. Effect on Other Employee Benefit Plans. The value of the Restricted Stock Unitsgranted pursuant to this Agreement shall not be included as compensation, earnings, salaries, orother similar terms used when calculating the Awardee’s benefits under any Awardee or other benefitplan sponsored by the Company or any Affiliate except as such plan otherwise expressly provides.The Company expressly reserves its rights to amend, modify, or terminate any of the Company’s orany Affiliate’s employee benefit plans.     11. Effect on Service. The award of the Restricted Stock Units pursuant to thisAgreement shall not give the Awardee any right to remain in the service of the Company or anyAffiliate. The award is completely within the discretion of the Company. It is not made as a partof any
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ongoing element of compensation or something that the Awardee should expect to receiveannually or on any other periodic basis. It does not constitute part of the Awardee’s compensationfor purposes of determining any post-employment payment or severance.     12. Amendment. This Agreement may be amended only by a writing executed by theCompany and the Awardee which specifically states that it is amending this Agreement.Notwithstanding the foregoing, this Agreement may be amended solely by the Committee by a writingwhich specifically states that it is amending this Agreement, so long as a copy of such amendmentis delivered to the Awardee, and provided that no such amendment adversely affects the rights ofthe Awardee (but limiting the foregoing, the Committee reserves the right to change, by writtennotice to the Awardee, the provisions of the Restricted Stock Units or this Agreement in any way itmay deem necessary or advisable to carry out the purpose of the grant as a result of any change inapplicable laws or regulations or any future law, regulation, ruling, or judicial decision,provided that any such change shall be applicable only to Restricted Stock Units which are thensubject to restrictions as provided herein).     13. Notices. Any notice to be given under the terms of this Agreement to theCompany shall be addressed to the Secretary of the Company. Any notice to be given to the Awardeeshall be addressed to the Awardee at the address listed in the Company’s records. By a notice givenpursuant to this Section, either party may designate a different address for notices. Any noticeshall have been deemed given when actually delivered.     14. Severability. If all or any part of this Agreement or the Plan is declared byany court or governmental authority to be unlawful or invalid, such unlawfulness or invalidityshall not invalidate any portion of this Agreement or the Plan not declared to be unlawful orinvalid. Any Section of this Agreement (or part of such a Section) so declared to be unlawful orinvalid shall, if possible, be construed in a manner which will give effect to the terms of suchSection or part of a Section to the fullest extent possible while remaining lawful and valid.     15. Construction. The Restricted Stock Units are being issued pursuant the Plan andare subject to the terms of the Plan, the terms of which are incorporated herein by reference. Acopy of the Plan has been given to the Awardee, and additional copies of the Plan are availableupon request during normal business hours at the principal executive offices of the Company. To theextent that any provision of this Agreement violates or is inconsistent with an express provisionof the Plan, the Plan provision shall govern and any inconsistent provision in this Agreement shallbe of no force or effect.     16. Miscellaneous.          (a) The Board may terminate, amend, or modify the Plan; provided, however, that no suchtermination, amendment, or modification of the Plan may in any way adversely affect theParticipant’s rights under this Agreement, without the Participant’s written approval.          (b) This Agreement shall be subject to all applicable laws, rules, and regulations, and tosuch approvals by any governmental agencies or national securities exchanges as may be required.
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          (c) All obligations of the Company under the Plan and this Agreement, with respect to theRestricted Stock Units, shall be binding on any successor to the Company, whether the existence ofsuch successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise,of all or substantially all of the business and/or assets of the Company.          (d) By signing this Agreement, the Awardee acknowledges that his or her personal employmentinformation regarding participation in the Plan and information necessary to determine and pay, ifapplicable, benefits under the Plan must be shared with other entities, including companies relatedto the Company and persons responsible for certain acts in the administration of the Plan. Bysigning this Agreement the Awardee consents to such transmission of personal data as the Companybelieves is appropriate to administer the Plan.          (e) To the extent not preempted by federal law, this Agreement shall be governed by, andconstrued in accordance with, the laws of the State of California.     IN WITNESS WHEREOF, the parties have executed and delivered this Agreement effective as of theday and year first above written.     **AWARDEE** **AVANIR PHARMACEUTICALS**       By:       Signature   Name:    Title:          Print Name    
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**EXHIBIT A**

   Award No.     Award Date:     No. Shares: