**Exhibit 10.36****AVANIR PHARMACEUTICALS****Restricted Stock Unit Grant Agreement**     This Restricted Stock Unit Grant Agreement (the “Agreement”) is dated as of [         ] and isentered into between Avanir Pharmaceuticals, a California corporation (the “Company”), and [         ] (the “Awardee”). Capitalized terms not otherwise defined herein shall have the respectivemeanings set forth in the Plan.RECITALS     A. The Company’s [2003 / 2005] Equity Incentive Plan (the “Plan”) provides thatthe Company may issue stock awards, including awards of restricted stock units.     B. On [         ], the Board of Directors, acting directly or through itsCompensation Committee, approved the grant of the following restricted stock units, representingthe right to receive shares of Class A common stock of the Company upon the vesting schedule setforth below in Section 2 (the “Restricted Stock Units”).AGREEMENT     In consideration of the mutual promises set forth below, the parties hereto agree as follows:     1. Award of Restricted Stock Units. Subject to the terms and conditions of this Agreementand the Plan (the terms of which are incorporated herein by reference) and effective as of the dateset forth above, the Company hereby grants to the Awardee [         ] Restricted Stock Units.     2. Vesting.The Restricted Stock Units shall vest with respect to one-quarter ofthe Restricted Stock Units onthe first anniversary of the grant date, and then with respect to theremaining Restricted Stock Units, in equal portions on a quarterlybasis thereafterover the next three years.     3. Effect of Termination. Following the Termination of a Awardee’s service, the unvestedportions of the Restricted Stock Units, if any, as of the date of Termination shall be forfeited.     4. Distribution. Stock certificates evidencing a one-for-one conversion (adjusted asprovided 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 available from Secretary of the Company. In the case of Awardee’s death, Certificates shall bedelivered to the Awardee’s beneficiary or estate as soon as practicable.
 

 
     5. Dividends. Participants holding Restricted Stock Units shall not be entitled to receivecash payments equal to any cash dividends and other distributions paid with respect to acorresponding number of Shares until the underlying Shares have been delivered in accordance withthis Agreement.     6. Tax Withholding Obligations. In circumstances in which tax withholding is applicable,to meet any such obligations of the Company and Awardee that might arise with respect to anywithholding taxes, FICA contributions, or the like under any federal, state, or local statute,ordinance, rule, or regulation in or connection with the award, deferral, or settlement of theRestricted Stock Units, the Awardee shall remit to the Company an amount of cash sufficient to meetthe withholding requirements and/or the Company shall withhold the required amounts fromthe Awardee’s pay. Notwithstanding the foregoing, the Committee may, in its sole discretion, allowAwardee to satisfy such withholding obligations upon settlement of the Restricted Stock Units bywithholding 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. Restricted Stock Units may not be sold, transferred,pledged, assigned, or otherwise alienated at any time. Any attempt to do so contrary to theprovisions hereof shall be null and void. Notwithstanding the above, transfers can be made pursuantto intra-family transfer instruments or to an inter vivos trust.     8. Rights as Shareholder. The Awardee shall not have voting or any other rights as ashareholder 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 and thisAgreement and to adopt such rules for the administration, interpretation, and application of thePlan as are consistent therewith and to interpret or revoke any such rules. All actions taken andall interpretations and determinations made by the Committee shall be final and binding upon theAwardee, 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 Units grantedpursuant to this Agreement shall not be included as compensation, earnings, salaries, or othersimilar terms used when calculating the Awardee’s benefits under any Awardee or other benefit plansponsored by the Company or any Affiliate except as such plan otherwise expressly provides. TheCompany expressly reserves its rights to amend, modify, or terminate any of the Company’s or anyAffiliate’s employee benefit plans.     11. Effect on Service. The award of the Restricted Stock Units pursuant to this Agreementshall not give the Awardee any right to remain in the service of the Company or any Affiliate. Theaward is completely within the discretion of the Company. It is not made as a part
 

 
of any ongoing element of compensation or something that the Awardee should expect to receive annually or on anyother periodic basis. It does not constitute part of the Awardee’s compensation for purposes ofdetermining any post-employment payment or severance.     12. Amendment. This Agreement may be amended only by a writing executed by the Company andthe Awardee which specifically states that it is amending this Agreement. Notwithstanding theforegoing, this Agreement may be amended solely by the Committee by a writing which specificallystates that it is amending this Agreement, so long as a copy of such amendment is delivered to theAwardee, and provided that no such amendment adversely affects the rights of the Awardee (butlimiting the foregoing, the Committee reserves the right to change, by written notice to theAwardee, the provisions of the Restricted Stock Units or this Agreement in any way it may deemnecessary 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 the Company shallbe addressed to the Secretary of the Company. Any notice to be given to the Awardee shall beaddressed to the Awardee at the address listed in the Company’s records. By a notice given pursuantto this Section, either party may designate a different address for notices. Any notice shall havebeen deemed given when actually delivered.     14. Severability. If all or any part of this Agreement or the Plan is declared by any courtor governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall notinvalidate any portion of this Agreement or the Plan not declared to be unlawful or invalid. AnySection of this Agreement (or part of such a Section) so declared to be unlawful or invalid shall,if possible, be construed in a manner which will give effect to the terms of such Section or partof a Section to the fullest extent possible while remaining lawful and valid.     15. Construction. The Restricted Stock Units are being issued pursuant **to**the Planand are subject to the terms of the Plan, the terms of which are incorporated herein by reference.A copy 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.
 

 
          (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