8-K 1 d308305d8k.htm FORM 8-K FORM 8-K












Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): February 29, 2012



Avanir Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)




Delaware   001-15803   33-0314804

(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification No.)


20 Enterprise, Suite 200,

Aliso Viejo, California

(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (949) 389-6700

Not Applicable

Former name or former address, if changed since last report



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 1.01. Entry into a Material Definitive Agreement.

On February 29, 2012, Avanir Pharmaceuticals, Inc. (“Avanir”) entered into a license agreement with Concert Pharmaceuticals, Inc. (“Concert”) pursuant to which Avanir licensed from Concert exclusive, worldwide rights to develop and commercialize Concert’s deuterium-modified dextromethorphan (“d-DM”) compounds for the potential treatment of neurologic and psychiatric disorders, as well as certain rights to other deuterium-modified dextromethorphan compounds.

Pursuant to the license agreement, Avanir is obligated to make milestone and royalty payments to Concert based on successful advancement of d-DM products for one or more indications in the United States, Europe, and Japan. Individual milestone payments range from $2 – 6 million, $1.5 – 15 million, and $25 – 60 million for clinical, regulatory and commercial targets respectively, and in aggregate could total over $200 million. Royalty payments are tiered, beginning in the single-digits and increasing to the low double-digits for worldwide net sales of d-DM products exceeding $1 billion annually.

Avanir will have overall responsibility for development activities and commercialization of d-DM products. Additionally, joint steering and joint patent committees will be established to facilitate advancement of d-DM products and associated worldwide intellectual property.

* * *


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: February 29, 2012     Avanir Pharmaceuticals, Inc.
    By:   /s/ Christine G. Ocampo
      Christine G. Ocampo
      Vice President, Finance