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Exhibit 10.22
  
 DEVELOPMENT
AND
LICENSE AGREEMENT
 between
 Eurand, Inc.
 and
 Avanir Pharmaceuticals, Inc.
 For a Controlled Release Neurodex ® Capsule




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DEVELOPMENT AND LICENSE AGREEMENT
 PREAMBLE
 THIS DEVELOPMENT AND LICENSE AGREEMENT
 RECITALS:
       1. DEFINITIONS including including
 AAA
 Act
 Action
 Affiliate




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Agreement
 API APIs
 Applicable Laws
 Applicable Permits
 Approval Date
 AVANIR Development Activities
 AVANIR Intellectual Property Rights
 Business Day
 Calendar Day
 Calendar Quarter st
 Calendar Year
  2




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cGMP GMP
 Clinical Studies
 Combination Product(s)
 Commercially Reasonable Efforts Commercially Reasonable
 Commercial Supply Agreement
 Competitive Product ***
 Confidential Information
 CTM
 Cure Period
 Data in vitro
 Development Milestones
 Development Payments
 DMF
 Drug Combination
 
 ***
    
    Portions of this page have been omitted
pursuant to a request for Confidential Treatment and filed separately with the
Commission.  3




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Effective Date
 Entity Entities
 EURAND Development Activities
 EURAND Intellectual Property Rights ***
 EURAND Trademark License
 EURAND Trademarks
 FDA
 First Commercial Sale
 Force Majeure
 Formulation
 GAAP
 IP
 Know-How
 
 ***
    
    Portions of this page have been omitted
pursuant to a request for Confidential Treatment and filed separately with the
Commission.  4




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NDA
 Net Sales
            
 ***
    
    Portions of this page have been omitted
pursuant to a request for Confidential Treatment and filed separately with the
Commission.  5




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***
  Nonparticipating Party
 Party Parties
 Patent Rights
 Pilot Clinical Study
 Pivotal Clinical Study
 PK Profile
 Pre-Registration Activities
 Product
 Product Rights
 Program
 Program Initiation
 Proposal
 Regulatory Approval
 
 ***
    
    Portions of this page have been omitted
pursuant to a request for Confidential Treatment and filed separately with the
Commission.  6




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Regulatory Filings
 Royalty
 Sales Milestones
 Specifications
 Stage
 Sublicensing Revenue ***
 Term
 Territory
 Third Party
 Third Party Infringement
 Third Party Payments
 Trademark
 United States
  2. PROGRAM
 General
 
 ***
    
    Portions of this page have been omitted
pursuant to a request for Confidential Treatment and filed separately with the
Commission.  7




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Exhibit A
   ***
    
 ***
    
    Portions of this page have been omitted
pursuant to a request for Confidential Treatment and filed separately with the
Commission.  8




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***
 Program Changes
 3. SUPPLY OF CLINICAL AND COMMERCIAL MATERIAL
 Clinical Supply
     
 ***
    
    Portions of this page have been omitted
pursuant to a request for Confidential Treatment and filed separately with the
Commission.  9




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***
   Delivery
 Commercial Supply Agreement
 4. REGULATORY
  
 ***
    
    Portions of this page have been omitted
pursuant to a request for Confidential Treatment and filed separately with the
Commission.  10




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***
      
 ***
    
    Portions of this page have been omitted
pursuant to a request for Confidential Treatment and filed separately with the
Commission.  11




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***
  5. INFORMATION AND USE
     
 ***
    
    Portions of this page have been omitted
pursuant to a request for Confidential Treatment and filed separately with the
Commission.  12




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6. COMPENSATION
 Development Fees
  ***
 Additional Expenses Exhibit
A
       Development Payments
   
 ***
    
    Portions of this page have been omitted
pursuant to a request for Confidential Treatment and filed separately with the
Commission.  13




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***
       Sales Milestones.
     
 ***
    
    Portions of this page have been omitted
pursuant to a request for Confidential Treatment and filed separately with the
Commission.  14




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Payments ***
 
 7. LICENSE
 Research License Grant
 Commercial License Grant
 Right to Sublicense
     
 ***
    
    Portions of this page have been omitted
pursuant to a request for Confidential Treatment and filed separately with the
Commission.  15




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***
  Divestment of Product
 Retained Rights
 Use of EURANDs Trademark by AVANIR
 
 ***
    
    Portions of this page have been omitted
pursuant to a request for Confidential Treatment and filed separately with the
Commission.  16




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EURAND License
 8. INTELLECTUAL PROPERTY
 Data
 Formulation ***
 Know-How
     Patents
  
 ***
    
    Portions of this page have been omitted
pursuant to a request for Confidential Treatment and filed separately with the
Commission.  17




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***
      
 ***
    
    Portions of this page have been omitted
pursuant to a request for Confidential Treatment and filed separately with the
Commission.  18




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Infringement ***
     Third Party Infringement of Patents
   
 ***
    
    Portions of this page have been omitted
pursuant to a request for Confidential Treatment and filed separately with the
Commission.  19




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***
  9. REPRESENTATIONS AND WARRANTIES
 By Both Parties
    By EURAND
    
 ***
    
    Portions of this page have been omitted
pursuant to a request for Confidential Treatment and filed separately with the
Commission.  20




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By AVANIR
 ***
 
    
 ***
    
    Portions of this page have been omitted
pursuant to a request for Confidential Treatment and filed separately with the
Commission.  21




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10. ROYALTY
 Payment
 ***
   
 ***
    
    Portions of this page have been omitted
pursuant to a request for Confidential Treatment and filed separately with the
Commission.  22




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***
       Taxes
 
 ***
    
    Portions of this page have been omitted
pursuant to a request for Confidential Treatment and filed separately with the
Commission.  23




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Audit Right ***
 11. TERM AND TERMINATION
 Term
 Program Related Termination
   
 ***
    
    Portions of this page have been omitted
pursuant to a request for Confidential Treatment and filed separately with the
Commission.  24




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***
  Termination Due to Infringement
 Default
 Force Majeure
 Events of Default
   
 ***
    
    Portions of this page have been omitted
pursuant to a request for Confidential Treatment and filed separately with the
Commission.  25




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***
  Effects of Termination
    Survival
 12. INDEMNIFICATION AND INSURANCE
 Indemnification of AVANIR
 
 ***
    
    Portions of this page have been omitted
pursuant to a request for Confidential Treatment and filed separately with the
Commission.  26




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Indemnification of EURAND
 Notice and Legal Defense
 Consequential Damages
 Insurance ***
 13. MISCELLANEOUS
 
 ***
    
    Portions of this page have been omitted
pursuant to a request for Confidential Treatment and filed separately with the
Commission.  27




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Assignment ***
 Confidentiality
        
 ***
    
    Portions of this page have been omitted
pursuant to a request for Confidential Treatment and filed separately with the
Commission.  28




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Exchange of Information
 No Implied Waiver
 Choice of Law
 Notices
  
  
  Rights in Bankruptcy
  29




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Execution of Additional Documents
 Severability
 Captions
 Counterparts
 Independent Relationship
 Entire Agreement
 Publicity
 Resolution of Disputes
   30




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*** AAA
    EURAND, INC.
    
    
    
    AVANIR PHARMACEUTICALS, INC.By:
    
    
    
    
    
    By:Name:
    
    John Fraher
    
    
    
    Name:
    
    Eric BrandtTitle:
    
    President
    
    
    
    Title:
    
    Chief Executive OfficerDate:
    
    August 7, 2006
    
    
    
    Date:
    
    August 7, 2006
 
 ***
    
    Portions of this page have been omitted
pursuant to a request for Confidential Treatment and filed separately with the
Commission.  31




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EXHIBIT A:
 PRODUCT DEVELOPMENT PROPOSAL
 ***
 
 ***
    
    Portions of this page have been omitted
pursuant to a request for Confidential Treatment and filed separately with the
Commission.  32




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EXHIBIT B
 EURAND Patent Rights
 ***
 
 ***
    
    Portions of this page have been omitted
pursuant to a request for Confidential Treatment and filed separately with the
Commission.




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EXHIBIT C
 AVANIR Patent Rights
 ***
 
 ***
    
    Portions of this page have been omitted
pursuant to a request for Confidential Treatment and filed separately with the
Commission.