Exhibit 10.16


AVIGEN, INC.


NONSTATUTORY STOCK OPTION


1996 NON-EMPLOYEE DIRECTOR’S STOCK OPTION PLAN


          _________________,   Optionee:


          AVIGEN, INC. (The “Company”), pursuant to its 1996 Non-Employee Directors’ Stock Option Plan (the “Plan”) has on __________, _________ granted to you, the optionee named above, an option to purchase shares of the common stock of the Company (“Common Stock”). This option is not intended to qualify and will not be treated as an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).


          The grant hereunder is in connection with and in furtherance of the Company’s compensatory benefit plan for participation of the Company’s Non-Employee Directors (as defined in the Plan).  (See Schedule A.)


          The details of your option are as follows:


          1.          The total number of shares of Common Stock subject to this option is _______.  Subject to the limitations contained herein, this option shall be exercisable in accordance with the Plan.


          2.          The exercise price of this option is ___________ per share, being one hundred percent (100%) of the fair market value (as defined in the Plan) of the Common Stock on the date of grant of this option.


          3.          (a)          This option may be exercised, to the extent specified in the Plan, by delivering a notice of exercise (in a form designated by the Company) together with the exercise price to the Secretary of the Company, or to such other person as the Company may designate, during regular business hours, together with such additional documents as the Company may then require pursuant to paragraph 6 of the Plan. This option may not be exercised for any number of shares which would require the issuance of anything other than whole shares.


                       (b)          By exercising this option you agree that the Company may require you to enter an arrangement providing for the cash payment by you to the Company of any tax withholding obligation of the Company arising by reason of the exercise of this option or the lapse of any substantial risk of forfeiture to which the shares are subject at the time of exercise.









          4.          Any notices provided for in this option or the Plan shall be given in writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the address specified below or at such other address as you hereafter designate by written notice to the Company.


          5.          This option is subject to all the provisions of the Plan, a copy of which is attached hereto and its provisions are hereby made a part of this option, including without limitation the provisions of paragraph 6 of the Plan relating to option provisions, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan. In the event of any conflict between the provisions of this option and those of the Plan, the provisions of the Plan shall control.


          Dated the ___ day of _____.

	
  
 
  	
  
Very truly   yours,
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
AVIGEN, INC.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
   
  	
  
 
  	
  
Kenneth G.   Chahine, J.D., Ph.D.
  
	
  
 
  	
  
 
  	
  
President   and CEO
  
	
  
 
  	
  
 
  	
  
Duly   authorized on behalf of the
  
	
  
 
  	
  
 
  	
  
Board of   Directors
  
	
  
 
  	
  
 
  	
  
 
  
	
  
ATTACHMENTS:
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
1996   Non-Employee Directors’ Stock Option Plan
  	
  
 
  	
  
 
  



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The undersigned:

	
  
 
  	
  
(a)
  	
  
Acknowledges   receipt of the foregoing option and the attachments referenced therein and   understands that all rights and liabilities with respect to this option are   set forth in the option and the Plan:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
Acknowledges   that as of the date of grant of this option, it sets forth the entire   understanding between the undersigned optionee and the Company and its   affiliates regarding the acquisition of stock in the Company and supersedes   all prior oral and written agreements on that subject with the exception of   (i) the options previously granted and delivered to the undersigned under   stock options plans of the Company, and (ii) the following agreements only:
  






	
   
  	
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Optionee
  
	
  
 
  	
  
 
  
	
   
  	
  
 
  
	
  
 
  	
  
ADDRESS:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
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__________, Optionee:


SCHEDULE A


Vesting Commencement Date:          _______________


Option Vesting Dates:

	
  
Date
  	
   
 	
  
Number of   Shares
  
	
  


  	
   
 	
  


  



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