270 Legal [Sample Agreements]

SETTLEMENT AGREEMENT
This Settlement Agreement (“Settlement Agreement”) is entered into as of July 2, 2007 (the “Effective Date”) by and between Dr. Neal R. Cutler, an individual (“Cutler”), and Avanir Pharmaceuticals, a California corporation (“Avanir”), together with its affiliates and subsidiaries (Avanir and Cutler are each referred to as a “Party” or collectively as the “Parties”).

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3. Conditional Waiver of Right To Full Payment Upon Sale of the Business. Conditioned upon Avanir making the Sale Payment, Cutler on his own behalf and on behalf of his predecessors, successors, assigns and Affiliates (as such term is defined below), hereby consents to a sale of the Business and waives any rights he or they may have to assert and further agrees that he and they will not assert, that a sale of the Business in one or a series of transactions, by itself, will cause the Notes to become due and payable or assert that any of the underlying bases that would result in the Notes becoming due and payable as a result of such sale have occurred as a result of such sale (this waiver shall be referred to hereafter as the “Limited Waiver and Agreement”). The Limited Waiver and Agreement applies only to a sale of the Business by itself in one or a series of transactions, and does not preclude Cutler from asserting that sales of other assets, before or contemporaneous with any sale of the Business constitutes a sale of substantially all of Avanir’s assets.
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