On November 21, 2008, Avigen, Inc. amended its Certificate of Incorporation by filing a Certificate of Designation designating 300,000 shares of its authorized but unissued shares of preferred stock as "Series A Junior Participating Preferred Stock" and designating the rights, preferences and privileges thereof (the "Preferred Shares"). The Preferred Shares would only be issued if purchased upon exercise of the Rights issued pursuant to Avigen's Rights Agreement, and will not be redeemable. Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment of one dollar ($l.00) per share but will be entitled to an aggregate dividend of one hundred times the dividend declared per Common Share. In the event of liquidation, the holders of the Preferred Shares will be entitled to a minimum preferential liquidation payment of one hundred dollars ($100) per share but will be entitled to an aggregate payment of one hundred times the payment made per Common Share. Each Preferred Share will have one hundred (100) votes, voting together with the Common Shares. Finally, in the event of any merger, consolidation or other transaction in which Common Shares are exchanged, each Preferred Share will be entitled to receive one hundred times the amount received per Common Share. These rights are protected by customary anti-dilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-hundredth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one Common Share. The Preferred Shares would rank junior to any other series of the Company's preferred stock.

The Certificate of Designation is filed as Exhibit 3.4 hereto.

(d) Exhibits

Exhibit No.     Description
3.1             Amended and Restated Certificate of Incorporation*

3.2             Certificate of Amendment to Certificate of Incorporation (incorporated by
                reference from such document filed as an exhibit to the Company's Quarterly
                Report on Form 10-Q for the quarter ended December 31, 2000, as filed with
                the SEC on February 13, 2001 (Commission File No. 000-28272))

3.3             Certificate of Amendment to Certificate of Incorporation (incorporated by
                reference from such document filed as an exhibit to the Company's Current
                Report on Form 8-K, as filed with the SEC on June 26, 2007 (Commission File
                No. 000-28272))

3.4             Certificate of Designation of Series A Junior Participating Preferred Stock

4.2             Rights Agreement dated as of November 21, 2008, by and between the Company
                and American Stock Transfer & Trust Co. LLC

4.3             Form of Right Certificate*

* Previously filed with the Form 8-K filed November 24, 2008.