**Exhibit 4.8****AVANIR PHARMACEUTICALS****CLASS A COMMON STOCK WARRANT**     This certifies that _____________ (the “Holder”), or assigns, for value received, is entitledto purchase from Avanir Pharmaceuticals (the “Company”), subject to the terms set forth below, amaximum of ________ fully-paid and nonassessable shares (subject to adjustment as providedherein) of the Company’s Class A Common Stock, no par value, (the “Warrant Shares”) for cash at aprice of $3.30 per share (the “Exercise Price”) (subject to adjustment as provided herein) at anytime or from time to time on or after May ___, 2007 (the “Initial Exercise Date”) and up to andincluding 5:00 p.m. (New York City Time) on November ___, 2007 (the “Expiration Date”) uponsurrender to the Company at its principal office (or at such other location as the Company mayadvise the Holder in writing) of this Warrant properly endorsed with the Form of Subscriptionattached hereto duly completed and signed and upon payment in cash or by check of the aggregateExercise Price for the number of shares for which this Warrant is being exercised determined inaccordance with the provisions hereof. The Exercise Price is subject to adjustment as provided inSection 3 of this Warrant. This Warrant is issued subject to the following terms and conditions:     1. Exercise, Issuance of Certificates. The Holder may exercise this Warrant at anytime or from time to time on or after the Initial Exercise Date and on or prior to the ExpirationDate, for all or any part of the Warrant Shares (but not for a fraction of a share) which may bepurchased hereunder, as that number may be adjusted pursuant to Section 3 of this Warrant. TheCompany agrees that the Warrant Shares purchased under this Warrant shall be and are deemed to beissued to the Holder hereof as the record owner of such Warrant Shares as of the close of businesson the date on which this Warrant shall have been surrendered, properly endorsed, the completed andexecuted Form of Subscription delivered, and payment made for such Warrant Shares (such date, a“Date of Exercise”). Certificates for the Warrant Shares so purchased, together with any othersecurities or property to which the Holder hereof is entitled upon such exercise, shall bedelivered to the Holder hereof by the Company at the Company’s expense as soon as practicable afterthe rights represented by this Warrant have been so exercised, but in any event not later than thethird trading day following the Date of Exercise (“Warrant Share Delivery Date”). In case of apurchase of less than all the Warrant Shares which may be purchased under this Warrant, the Companyshall cancel this Warrant and execute and deliver to the Holder hereof within a reasonable time anew Warrant or Warrants of like tenor for the balance of the Warrant Shares purchasable under theWarrant surrendered upon such purchase. Each stock certificate so delivered shall be registered inthe name of such Holder and issued without legend if there is an effective registration statementcovering such Warrant Shares or if exercised via cashless exercise pursuant to the terms set forthbelow and such Warrant Shares shall be transmitted by the transfer agent of the Company to theHolder by crediting the account of the Holder’s prime broker with the Depository Trust Companythrough its Deposit Withdrawal Agent Commission (“DWAC”) system. If this Warrant is exercised forcash at a time when there is no effective Registration Statement, the Warrant Shares may be issuedwith a restrictive legend.          If, but only if, there is no effective Registration Statement covering the Warrant Shares atthe time of exercise, this Warrant may also be exercised at such time by means of a
 

 
“cashless exercise” in which the Holder shall be entitled to receive a certificate for thenumber of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the VWAP on the trading day preceding the date of suchelection;  (B) = the Exercise Price of the Warrants, as adjusted; and  (X) = the number of Warrant Shares issuable upon exercise of theWarrants in accordance with the terms of this Warrant.     As used herein, “VWAP” means, for any date, the price determined by the first of the followingclauses that applies: (a) if the common stock of the Company (the “Common Stock”) is then listed orquoted on a Trading Market, the daily volume weighted average price of the Common Stock for suchdate (or the nearest preceding date) on the Trading Market on which the Common Stock is then listedor quoted as reported by Bloomberg Financial L.P. (based on a trading day from 9:30 a.m. EasternTime to 4:02 p.m. Eastern Time); (b) if the Common Stock is not then listed or quoted on a TradingMarket and if prices for the Common Stock are then quoted on the OTC Bulletin Board, the volumeweighted average price of the Common Stock for such date (or the nearest preceding date) on the OTCBulletin Board; (c) if the Common Stock is not then listed or quoted on the OTC Bulletin Board andif prices for the Common Stock are then reported in the “Pink Sheets” published by the Pink SheetsLLC (or a similar organization or agency succeeding to its functions of reporting prices), the mostrecent bid price per share of the Common Stock so reported; or (d) in all other cases, the fairmarket value of a share of Common Stock as determined in good faith by the Company’s Board ofDirectors.     2. Holder’s Restrictions. The Company shall not effect any exercise of this Warrant,and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section1 or otherwise, to the extent that after giving effect to such issuance after exercise, such Holder(together with such Holder’s affiliates, and any other person or entity acting as a group togetherwith such Holder or any of such Holder’s affiliates), as set forth on the applicable Form ofSubscription, would beneficially own in excess of the Beneficial Ownership Limitation (as definedbelow). For purposes of the foregoing sentence, the number of shares of Common Stock beneficiallyowned by such Holder and its affiliates shall include the number of shares of Common Stock issuableupon exercise of this Warrant with respect to which the determination of such sentence is beingmade, but shall exclude the number of shares of Common Stock which would be issuable upon (A)exercise of the remaining, nonexercised portion of this Warrant beneficially owned by such Holderor any of its affiliates and (B) exercise or conversion of the unexercised or nonconverted portionof any other securities of the Company (including, without limitation, any other Warrants) subjectto a limitation on conversion or exercise analogous to the limitation contained herein beneficiallyowned by such Holder or any of its affiliates. Except as set forth in the preceding sentence, forpurposes of this Section 2, beneficial ownership shall be calculated in accordance with Section13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it beingacknowledged by a Holder that the Company is not representing to such Holder that such calculationis in compliance with Section 13(d) of the Exchange Act and such Holder is solely responsible forany schedules required to be filed in accordance therewith. To the extent that the limitationcontained in this Section 2 applies, the determination of whether this Warrant is exercisable (inrelation to other securities owned by
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such Holder) and of which a portion of this Warrant is exercisable shall be in the solediscretion of a Holder, and the submission of a Form of Subscription shall be deemed to be eachHolder’s determination of whether this Warrant is exercisable (in relation to other securitiesowned by such Holder) and of which portion of this Warrant is exercisable, in each case subject tosuch aggregate percentage limitation, and the Company shall have no obligation to verify or confirmthe accuracy of such determination. In addition, a determination as to any group status ascontemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and therules and regulations promulgated thereunder. The “Beneficial Ownership Limitation” shall be 4.99%of the number of shares of the Common Stock outstanding immediately after giving effect to theissuance of shares of Common Stock issuable upon exercise of this Warrant. The provisions of thisparagraph shall be implemented in a manner otherwise than in strict conformity with the terms ofthis Section 2 to correct this paragraph (or any portion hereof) which may be defective orinconsistent with the intended Beneficial Ownership Limitation herein contained or to make changesor supplements necessary or desirable to properly give effect to such limitation. The limitationscontained in this paragraph shall apply to a successor holder of this Warrant.     3. (a) Rescission Rights. If the Company fails to cause its transfer agent totransmit to the Holder a certificate or certificates representing the Warrant Shares pursuant toSection 1 by the 2nd business day following the Warrant Share Delivery Date, then theHolder will have the right to rescind such exercise.          (b) Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Exercise.In addition to any other rights available to the Holder, if the Company fails to cause its transferagent to transmit to the Holder a certificate or certificates representing the Warrant Sharespursuant to an exercise on or before the 2nd trading day following the Warrant ShareDelivery Date, and if after such date the Holder is required by its broker to purchase (in an openmarket transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by theHolder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a“Buy-In”), then the Company shall (1) pay in cash to the Holder the amount by which (x) theHolder’s total purchase price (including brokerage commissions, if any) for the shares of CommonStock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Warrant Sharesthat the Company was required to deliver to the Holder in connection with the exercise at issuetimes (B) the price at which the sell order giving rise to such purchase obligation was executed,and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalentnumber of Warrant Shares for which such exercise was not honored or deliver to the Holder thenumber of shares of Common Stock that would have been issued had the Company timely complied withits exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stockhaving a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise ofshares of Common Stock with an aggregate sale price giving rise to such purchase obligation of$10,000, under clause (1) of the immediately preceding sentence the Company shall be required topay the Holder $1,000. The Holder shall provide the Company written notice indicating the amountspayable to the Holder in respect of the Buy-In, together with applicable confirmations and otherevidence reasonably requested by the Company. Nothing herein shall limit a Holder’s right topursue any other remedies available to it hereunder, at law or in equity including, withoutlimitation, a decree of specific performance and/or injunctive relief with respect to the Company’sfailure to timely
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deliver certificates representing shares of Common Stock upon exercise of the Warrant asrequired pursuant to the terms hereof.     4. Shares to be Fully Paid; Reservation of Shares. The Company covenants and agreesthat all Warrant Shares, will, upon issuance and, if applicable, payment of the applicable ExercisePrice, be duly authorized, validly issued, fully paid and nonassessable, and free of all preemptiverights, liens and encumbrances, except for restrictions on transfer provided for herein. TheCompany shall at all times reserve and keep available out of its authorized and unissued Class ACommon Stock, solely for the purpose of providing for the exercise of the rights to purchase allWarrant Shares granted pursuant to this Warrant, such number of shares of Common Stock as shall,from time to time, be sufficient therefor.     5. Adjustment of Exercise Price and Number of Shares. The Exercise Price and thetotal number of Warrant Shares shall be subject to adjustment from time to time upon the occurrenceof certain events described in this Section 3. Upon each adjustment of the Exercise Price, theHolder of this Warrant shall thereafter be entitled to purchase, at the Exercise Price resultingfrom such adjustment, the number of shares obtained by multiplying the Exercise Price in effectimmediately prior to such adjustment by the number of shares purchasable pursuant heretoimmediately prior to such adjustment, and dividing the product thereof by the Exercise Priceresulting from such adjustment.          5.1. Subdivision or Combination of Stock. In the event the outstanding shares of theCompany’s Common Stock shall be increased by a stock dividend payable in Common Stock, stock split,subdivision, or other similar transaction occurring after the date hereof into a greater number ofshares of Common Stock, the Exercise Price in effect immediately prior to such subdivision shall beproportionately reduced and the number of Warrant Shares issuable hereunder proportionatelyincreased. Conversely, in the event the outstanding shares of the Company’s Common Stock shall bedecreased by reverse stock split, combination, consolidation, or other similar transactionoccurring after the date hereof into a lesser number of shares of Common Stock, the Exercise Pricein effect immediately prior to such combination shall be proportionately increased and the numberof Warrant Shares issuable hereunder proportionately decreased.          5.2. Reclassification. If any reclassification of the capital stock of the Company orany reorganization, consolidation, merger, or any sale, lease, license, exchange or other transfer(in one transaction or a series of related transactions) of all or substantially all, of thebusiness and/or assets of the Company (the “Reclassification Events”) shall be effected in such away that holders of Common Stock shall be entitled to receive stock, securities, or other assets orproperty, then, as a condition of such Reclassification Event lawful and adequate provisions shallbe made whereby the Holder hereof shall thereafter have the right to purchase and receive (in lieuof the shares of Common Stock of the Company immediately theretofore purchasable and receivableupon the exercise of the rights represented hereby) such shares of stock, securities, or otherassets or property as may be issued or payable with respect to or in exchange for a number ofoutstanding shares of such Common Stock equal to the number of shares of such stock immediatelytheretofore purchasable and receivable upon the exercise of the rights represented hereby. In anyReclassification Event, appropriate provision shall be made with respect to the rights andinterests of the Holder of this Warrant to the end that the provisions
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hereof (including, without limitation, provisions for adjustments of the Exercise Price and ofthe number of Warrant Shares), shall thereafter be applicable, as nearly as may be, in relation toany shares of stock, securities, or assets thereafter deliverable upon the exercise hereof.          5.3. Notice of Adjustment. Upon any adjustment of the Exercise Price or any increaseor decrease in the number of Warrant Shares, the Company shall give written notice thereof, byfirst class mail postage prepaid, addressed to the registered Holder of this Warrant at the addressof such Holder as shown on the books of the Company. The notice shall be prepared and signed bythe Company’s Chief Financial Officer and shall state the Exercise Price resulting from suchadjustment and the increase or decrease, if any, in the number of shares purchasable at such priceupon the exercise of this Warrant, setting forth in reasonable detail the method of calculation andthe facts upon which such calculation is based.     6. No Voting or Dividend Rights. Nothing contained in this Warrant shall be construedas conferring upon the holder hereof the right to vote or to consent to receive notice as ashareholder of the Company on any other matters or any rights whatsoever as a shareholder of theCompany. No dividends or interest shall be payable or accrued in respect of this Warrant or theinterest represented hereby or the shares purchasable hereunder until, and only to the extent that,this Warrant shall have been exercised.     7. Modification and Waiver. This Warrant and any provision hereof may be changed,waived, discharged, or terminated only by an instrument in writing signed by the party against whomenforcement of the same is sought.     8. Notices. Any notice, request, or other document required or permitted to be givenor delivered to the Holder hereof or the Company shall be delivered by hand or messenger or shallbe sent by certified mail, postage prepaid, or by overnight courier to each such Holder at itsaddress as shown on the books of the Company or to the Company at its principal place of businessor such other address as either may from time to time provide to the other. Each such notice orother communication shall be treated as effective or having been given: (i) when delivered ifdelivered personally, (ii) if sent by registered or certified mail, at the earlier of its receiptor three business days after the same has been registered or certified as aforesaid, (iii) if sentby overnight courier, on the next business day after the same has been deposited with a nationallyrecognized courier service, or (iv) the date of transmission, if such notice or communication isdelivered via facsimile prior to 5:00 p.m. (New York City time) on a trading day at a facsimilenumber as either may from time to time provide to the other and a confirming copy of such notice issent the same day by first class mail.     9. Governing Law. All questions concerning the construction, validity, enforcementand interpretation of this Warrant shall be governed by and construed and enforced in accordancewith the internal laws of the State of New York, without regard to the principles of conflicts oflaw thereof. Each party agrees that all legal proceedings concerning the interpretations,enforcement and defense of this Warrant and the transactions herein contemplated (“Proceedings”)(whether brought against a party hereto or its respective Affiliates, employees or agents) shall becommenced exclusively in the state and federal courts sitting in the City of New York (the“Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of theCourts for the adjudication of any dispute hereunder or in connection herewith or with any
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transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agreesnot to assert in any Proceeding, any claim that it is not personally subject to the jurisdiction ofany Court, or that such Proceeding has been commenced in an improper or inconvenient forum. Eachparty hereto hereby irrevocably waives personal service of process and consents to process beingserved in any such Proceeding by mailing a copy thereof via registered or certified mail orovernight delivery (with evidence of delivery) to such party at the address in effect for noticesto it under this Warrant and agrees that such service shall constitute good and sufficient serviceof process and notice thereof. Nothing contained herein shall be deemed to limit in any way anyright to serve process in any manner permitted by law. Each party hereto hereby irrevocablywaives, to the fullest extent permitted by applicable law, any and all right to trial by jury inany legal proceeding arising out of or relating to this Warrant or the transactions contemplatedhereby. If either party shall commence a Proceeding to enforce any provisions of this Warrant,then the prevailing party in such Proceeding shall be reimbursed by the other party for itsreasonable attorney’s fees and other costs and expenses incurred with the investigation,preparation and prosecution of such Proceeding.     10. Lost or Stolen Warrant. Upon receipt of evidence reasonably satisfactory to theCompany of the loss, theft, destruction, or mutilation of this Warrant and, in the case of any suchloss, theft or destruction, upon receipt of an indemnity reasonably satisfactory to the Company, orin the case of any such mutilation, upon surrender and cancellation of such Warrant, the Company,at its expense, will make and deliver a new Warrant, of like tenor, in lieu of the lost, stolen,destroyed or mutilated Warrant.     11. Fractional Shares. No fractional shares shall be issued upon exercise of thisWarrant. The Company shall, in lieu of issuing any fractional share, pay the Holder entitled tosuch fraction a sum in cash equal to such fraction (calculated to the nearest 1/100th of a share)multiplied by the then effective Exercise Price on the date the Form of Subscription is received bythe Company.     12. Acknowledgement. Upon the request of the Holder, the Company will at any timeduring the period this Warrant is outstanding acknowledge in writing, in form satisfactory toHolder, the continued validity of this Warrant and the Company’s obligations hereunder.     13. Successors and Assigns. This Warrant and the rights evidenced hereby shall inureto the benefit of and be binding upon the successors of the Company and the successors and assignsof the Holder. The provisions of this Warrant are intended to be for the benefit of all Holdersfrom time to time of this Warrant, and shall be enforceable by any such Holder.     14. Severability of Provisions. In case any one or more of the provisions of thisWarrant shall be invalid or unenforceable in any respect, the validity and enforceability of theremaining terms and provisions of this Warrant shall not in any way be affected or impaired therebyand the parties will attempt in good faith to agree upon a valid and enforceable provision whichshall be a commercially reasonable substitute therefor, and upon so agreeing, shall incorporatesuch substitute provision in this Warrant.
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     IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its officer,thereunto duly authorized on this ___ day of November 2006.      Avanir Pharmaceuticals,