UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_______________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~August~~December 2515, 2009

AVIGEN, INC.
(Exact name of registrant as specified in charter)

Delaware	000-28272	13-3647113
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer Identification
incorporation)		No.)

1301 Harbor Bay Parkway
Alameda, California 94502
(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (510) 748-7150

_____________________________

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:

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

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

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

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

Item 75.0102. ~~Regulation~~Departure FDof ~~Disclosure~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~August~~December 2515, 2009, ~~The~~the ~~Pennsylvania Funds~~Compensation ~~filed~~Committee aof ~~class action lawsuit in~~ the ~~Superior~~Board ~~Court~~ of ~~the~~Directors ~~State~~ of ~~California~~Avigen, ~~County~~ ofInc. ~~Alameda,~~approved ~~purportedly~~2009 onbonuses ~~behalf~~for each of ~~the~~its ~~stockholders~~two ofexecutive ~~Avigen~~officers, ~~Inc.~~Andrew Sauter, ~~against~~ Avigen’s Chief Executive Officer and ~~its~~Chief ~~directors~~Financial Officer, ~~alleging~~and ~~that~~Kirk Johnson, Avigen’s ~~directors~~V.P. ~~breached~~Research ~~their~~& ~~fiduciary~~Development ~~duties~~and toSecretary. ~~the~~The ~~stockholders~~bonuses ofwere ~~Avigen~~based on the services rendered in ~~connection~~2009, ~~with~~including the ~~proposed~~ negotiation of the acquisition of Avigen by MediciNova, Inc. The ~~complaint~~amount ~~seeks~~of toeach ~~enjoin~~ bonus is $60,000, and the ~~defendants~~payment ~~from~~of ~~completing~~the bonuses is contingent on the ~~acquisition~~closing asof ~~currently~~the ~~contemplated~~transaction with MediciNova, Inc. In addition, Mr. Sauter will receive $15,000 as the stockholder representative for services rendered following the transaction with MediciNova, Inc.

~~Avigen and its directors intend to take all appropriate actions to defend the suit.~~SIGNATURES

It Pursuant ~~is possible that additional similar~~to ~~complaints~~the ~~may~~requirements beof ~~filed in~~ the ~~future.~~Securities IfExchange ~~this~~Act ~~does~~of ~~occur~~1934, ~~Avigen does not intend to announce~~ the ~~filing~~Registrant ofhas ~~any~~duly caused ~~similar~~this ~~complaints~~report ~~unless~~to ~~they~~be ~~contain allegations~~signed ~~that~~on ~~are~~its ~~substantially~~behalf ~~distinct~~by ~~from~~the ~~those~~undersigned, ~~made~~hereunto ~~in the pending~~duly ~~action~~authorized.

SIGNATURE

	AVIGEN, INC.

Dated: December 15, 2009	By:	/s/ Andrew A. Sauter
		Andrew A. Sauter
		Chief Executive Officer and
		Chief Financial Officer

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: August 26, 2009		AVIGEN, INC.
	By:	/s/ Andrew A. Sauter
		Andrew A. Sauter
		Chief Executive Officer

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