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EXHIBIT 10.35
 AVANIR PHARMACEUTICALS
[2003] [2005] EQUITY INCENTIVE PLAN
RESTRICTED STOCK PURCHASE AGREEMENT
 Agreement  Effective Date Company  Purchaser
 RECITALS
 Offer Letter
 
 [2003] [2005] Plan
  Sale of Stock Purchased Shares  Shares
 Purchase Purchase
Date




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Limitations on Transfer
 Repurchase Option
 Repurchase Period Repurchase Option
 not
 2




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[on the  anniversary of the Commencement Date.] [OR] [with respect to [one-quarter] of the Shares on the
[first anniversary] of the Commencement Date and then with respect to [___%] of the Shares
[quarterly / monthly] thereafter over the next [___quarters / months]. ]
 Restrictions Binding on Transferees
 Termination of Rights
 Escrow of Unvested Shares Exhibit A
 Transfer Restrictions
 Legends
  3




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Stop-Transfer Notices
 Refusal to Transfer
 No Employment Rights
 Section 83(b) Election Code 83(b)
Election 30 days
 4




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Acknowledgment Exhibit B Exhibit C
 Miscellaneous
 Withholding
 Plan Terms
 Entire Agreement; Amendments and Waivers
 Severability
 Counterparts
  5




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COMPANY:AVANIR PHARMACEUTICALSBy:Name:Title:
 Address:
    
    11388 Sorrento Valley RoadSan Diego, CA 92121
  PURCHASER:[Name](Signature)Address:
 
 Spouse of []
 6




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EXHIBIT A
 ASSIGNMENT SEPARATE FROM CERTIFICATE
 Purchaser Company  Agreement
 
 Signature:[]Spouse of []




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EXHIBIT B
 ACKNOWLEDGMENT AND STATEMENT OF DECISION  REGARDING SECTION 83(b) ELECTION
 Company  Shares
   (a)
    
    has consulted, and has been fully advised by, the undersigneds own tax
advisor, , whose business address is
, regarding the federal, state and local tax consequences
of purchasing the Shares, and particularly regarding the advisability of making
elections pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended
(the Code) and pursuant to the corresponding provisions, if any, of
applicable state law; or(b)
    
    has knowingly chosen not to consult such a tax advisor.
  (a)
    
    to make an election pursuant to Section 83(b) of the Code, and is
submitting to the Company, together with the undersigneds executed Restricted Stock
Purchase Agreement, an executed form entitled Election Under Section 83(b) of the
Internal Revenue Code of 1986; or(b)
    
    not to make an election pursuant to Section 83(b) of the Code.
  Date:[]Date:Spouse of []




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EXHIBIT C
 ELECTION UNDER SECTION 83(b)  OF THE INTERNAL REVENUE CODE OF 1986
  1.
    
    The name, address, taxpayer identification number and taxable year of the undersigned
are as follows:NAME OF TAXPAYER:NAME OF SPOUSE:ADDRESS:IDENTIFICATION NO. OF TAXPAYER:IDENTIFICATION NO. OF SPOUSE:TAXABLE YEAR:2.
    
    The property with respect to which the election is made is described as follows:shares of the Class A Common Stock, of Avanir Pharmaceuticals, a California
corporation (the Company).3.
    
    The date on which the property was transferred is:4.
    
    The property is subject to the following restrictions:Repurchase option at cost in favor of the Company upon termination of taxpayers employment
or consulting relationship or failure of vesting criteria.5.
    
    The fair market value at the time of transfer, determined without regard to any
restriction other than a restriction which by its terms will never lapse, of such
property is: 
$.6.
    
    The amount (if any) paid for such property: $
  The undersigned understands that the foregoing election may not be revoked except with the
consent of the Commissioner
 Date:TaxpayerDate:Spouse of Taxpayer




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RECEIPT
 
 
 Avanir PharmaceuticalsBy:Title:




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RECEIPT AND CONSENT
 Company
  
 []