Item 5.02(b) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Item 5.02(e) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Item 7.01 Regulation FD Disclosure.

Effective October 27, 2008, AVI BioPharma, Inc. (the "Company") entered into a Severance and Release Agreement (the "Agreement") with Dr. Peter O'Hanley, the Company's Senior Vice President for Clinical Development and Regulatory Affairs. Under the terms of the Agreement, Dr. O'Hanley has agreed that he will resign his position effective January 9, 2009.

Dr. O'Hanley will remain a full-time employee with the Company through November 28, 2008. Dr. O'Hanley and the Company have agreed that between December 1, 2008 and January 9, 2009, Dr. O'Hanley will be employed no more than two days per week and that Dr. O'Hanley's salary will be reduced a corresponding amount during this period. Dr. O'Hanley has agreed to devote his best efforts to assisting in the smooth and successful transition of knowledge and responsibilities to his replacement.

Under the terms of the Agreement, the Company and Dr. O'Hanley have also agreed to terminate the March 22, 2004 Employment Agreement between the Company and Dr. O'Hanley. Lastly, the Company and Dr. O'Hanley agreed to a mutual release of any and all claims arising out of Dr. O'Hanley's employment with the Company.

---