AVANIR Announces Definitive Agreement for $8.0 Million Private Placement of Common Stock and Warrants

SAN DIEGO--(BUSINESS WIRE)--Nov. 26, 2003--AVANIR Pharmaceuticals (AMEX: AVN) announced that it entered into a definitive agreement for an $8.0 million private placement of 5,382,317 shares of its Class A common stock at the market price of $1.49 per share. Investors will receive warrants to acquire 3,229,390 shares of Class A common stock at $1.75 per share. The transaction is expected to close promptly following customary review and approval by the American Stock Exchange. Rodman & Renshaw acted as the placement agent for the offering.

The shares were offered to several accredited investors in reliance on an exemption from the registration requirements of the Securities Act of 1933 (the "Securities Act"). The offering has not been registered under the Securities Act or any state securities laws and the shares may not be offered or sold absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. In connection with the offering, AVANIR agreed, subject to certain terms and conditions, to file a registration statement under the Securities Act covering the resale of the shares purchased and shares issuable upon exercise of the warrants. This press release does not and shall not constitute an offer to sell or the solicitation of an offer to buy shares or warrants and is being issued under Rule 135c under the Securities Act.

AVANIR Pharmaceuticals, based in San Diego, is a drug discovery and development company with a commercialized FDA-approved product (Abreva(R)) and products in clinical development for the treatment of pseudobulbar affect (Phase III), neuropathic pain (Phase II), and allergy and asthma (Phase I). AVANIR is engaged in small-molecule research to develop treatments for central nervous system disorders and inflammatory diseases. Through the use of its Xenerex(TM) technology, AVANIR also develops human monoclonal antibodies for infectious diseases and other therapeutic applications. Further information about AVANIR can be found at www.avanir.com.

The information contained in this press release, including any forward-looking statements contained herein, should be reviewed in conjunction with the company's most recent Annual Report on Form 10-K and other publicly available information regarding the company. Copies of such information are available from the company upon request. Such publicly available information sets forth many risks and uncertainties related to the company's business and technology. Forward-looking statements often contain such words like "estimate," "anticipate," "believe," "plan" or "expect". The Company disclaims any intent or obligation to update these forward-looking statements. Final review decisions made by the FDA and other regulatory agencies concerning clinical trial results are unpredictable and outside the influence and/or control of the company.

CONTACT: AVANIR Pharmaceuticals
Patrice Saxon, 858-622-5202 (Investor Relations)
psaxon@avanir.com

SOURCE: AVANIR Pharmaceuticals