Finder's Fee Arrangement

Exhibit 10.2

[Avanir Letterhead]

December 16, 2005

Leerink Swann & Co.
One Federal Street 37th Floor
Boston, Massachusetts
Attn: Daniel Dubin

This letter agreement confirms the finder’s fee arrangement between Avanir Pharmaceuticals, a California corporation (“Avanir”) and Leerink Swann & Co (“Leerink”), pursuant to which Avanir will pay Leerink a 4% finder’s fee on the gross offering proceeds received by Avanir from Wellington Capital Management and its affiliates (“Wellington”) for an investment in Avanir’s Class A common stock in a registered direct transaction that is expected to close the week of December 19, 2005 (the “Offering”).

Avanir will pay this fee upon the closing of the Offering.