Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
ORBIMED ADVISORS LLC
  2. Issuer Name and Ticker or Trading Symbol
AVANIR PHARMACEUTICALS [AVN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
767 THIRD AVENUE
3. Date of Earliest Transaction (Month/Day/Year)
02/13/2006
(Street)

NEW YORK, NY 10017
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 02/13/2006   A(1)   6,435 A (2) 6,435 I See FN (4) (5) (6)
Class A Common Stock 02/13/2006(3)(4)   A   2,335,258 A (3) 2,335,258 I See FN (4) (5) (6)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
ORBIMED ADVISORS LLC
767 THIRD AVENUE
NEW YORK, NY 10017
  X      
ISALY SAMUEL D
767 THIRD AVENUE
NEW YORK, NY 10017
  X      
ORBIMED CAPITAL II LLC
767 THIRD AVENUE
NEW YORK, NY 10017
  X      

Signatures

 /s/ Samuel D. Isaly   02/23/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Award of Restricted Stock Units to Jonathan Todd Silverstein, the Reporting Persons' representative, under the Company's 2005 Equity Incentive Plan (the "Plan") that vests with respect to one-third of the shares on February 6, 2007 and then with respect to one thirty-sixth of the shares monthly thereafter over the next two years. Such shares will not be delivered and may not be transferred or sold until the "termination" of service, as defined in the Plan.
(2) Not applicable.
(3) On 5/26/04, UBS Juniper Crossover Fund, LLC ("Juniper"), Caduceus Private Investments II ("Caduceus") and Caduceus Private Investments II (QP), LP ("Caduceus QP") purchased 162,868, 1,313,922 and 491,959 shares of AVN, respectively, at $5.08 per share. On 4/6/05, Juniper, Caduceus and Caduceus QP purchased 18,613, 150,162 and 52,244 shares of AVN, respectively, at $8.80 per share. On 10/19/05, Juniper, Caduceus and Caduceus QP purchased 11,706, 94,442 and 35,361 shares of AVN, respectively, at $10.60 per share. Shares are stated after adjusting for a one-to-four reverse stock split.
(4) As of 2/13/06, Reporting Persons held 2,335,258 shares of Class A common stock, on behalf of other persons who have the right to receive or the power to direct the receipt of dividends from, or proceeds from sale of, such securities. Of the 2,335,258 shares, Caduceus, Caduceus QP and Juniper directly hold 1,558,526, 583,544 and 193,188 shares, respectively. OrbiMed Advisors LLC ("Advisors"), pursuant to its authority under its investment advisory contracts with Juniper, may be considered to hold indirectly 193,188 shares of common stock and OrbiMed Capital II LLC ("Capital"), pursuant to its authority under its investment advisory contract with Caduceus and Associates, may be considered to hold indirectly 2,142,070 shares of common stock (shares are stated after adjusting for a one-for-four reverse stock split that became effective in market trading on 1/18/06.
(5) Advisors and Capital are registered advisers under the Investment Advisers Act of 1940, as amended, that act as investment advisers to certain collective investment funds which hold Shares of the Issuer. Samuel D. Isaly, a natural person, owns controlling interests in Advisors and Capital. Advisors acts as investment adviser to Juniper. Capital acts as investment adviser to Caduceus and Caduceus QP. Pursuant to these agreements and relationships, Advisors and Capital have discretionary investment management authority with respect to the assets of Caduceus, Caduceus QP, and Juniper. Such authority includes the power to vote and otherwise dispose of securities purchased by Caduceus, Caduceus QP and Juniper. The Reporting Person may be deemed to be a director of the issuer by virtue of its having nominated a representative, now Jonathan Todd Silverstein, to serve on the issuer's board of directors.
(6) The Reporting Persons disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Persons are beneficial owners for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

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