EXHIBIT 10.67 

FIRST AMENDMENT TO PROPERTY LEASE
AGREEMENT 
BETWEEN ARE-1201 HARBOR BAY,
LLC AND AVIGEN 

FIRST AMENDMENT TO LEASE


THIS FIRST AMENDMENT TO LEASE (this
"First Amendment") is made as of August 30, 2007, by and between ARE-1201 HARBOR BAY, LLC, a
Delaware limited liability company ("Landlord"), and AVIGEN, INC., a Delaware
corporation ("Tenant"). 

RECITALS 

A. Landlord and Tenant are parties to that certain Lease Agreement dated as
of February 29, 2000, as amended by that certain letter agreement dated January
26, 2004 (as amended, the "Lease"). Pursuant to the Lease, Tenant
leases that certain premises consisting of approximately 45,348 rentable square
feet (the "Premises") in a building located at 1201 Harbor Bay Parkway, Alameda, California
("Property"). The Premises are more particularly described in the Lease.
Capitalized terms used herein without definition shall have the meanings defined
for such terms in the Lease. 

B. The Base Term of the Lease is scheduled to expire on May 31, 2008.


C. Tenant desires to amend the Lease to: (i) reflect the surrender of that
portion of the Premises consisting of approximately 40,348 rentable square feet,
as more particularly described on Exhibit A
attached to this First Amendment
("Surrender Premises") on the scheduled expiration date of May 31, 2008; and (ii)
extend the Base Term with respect to the remaining portion of the Premises
consisting of approximately 4,834 rentable square feet, as more particularly
described on Exhibit B attached to this First Amendment ("Retained Premises") until November 30,
2010 ("Expiration Date"). Landlord is willing to agree to the foregoing on the terms
and conditions set forth herein. 

NOW, THEREFORE, in consideration of the foregoing Recitals, which are
incorporated herein by this reference, the mutual promises and conditions
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree
as follows: 

1. Term. The Base Term of the Lease with respect to the Retained Premises only
is hereby extended until the Expiration Date; provided, however, that either
Landlord or Tenant may at any time elect to terminate the Lease with respect to
the Retained Premises and accelerate the Expiration Date to a date which is not
less than 240 days after written notice from the terminating party to the other
party indicating the election to terminate the Lease. Notwithstanding the
foregoing, in no event shall Landlord or Tenant elect to accelerate the
Expiration Date to a date prior to May 31, 2008. If Tenant elects to exercise
the termination right provided for in this Section 1, Tenant shall, in addition
to all of its other obligations under the Lease, be required to pay a
termination payment to Landlord, along with the written notice of its election
to terminate the Lease, in an amount equal to 2 times the amount of Base Rent
that would have been due for the first full month after the accelerated
Expiration Date. 

2. Premises. As of June 1, 2008 ("New
Commencement Date"), the definitions of
“Premises”
and "Rentable Area of Premises" on Page 1 of the Lease is hereby amended and restated in
their entirety as follows: 

“Premises: That portion of the Project,
containing approximately 4,834 rentable square feet, as determined by Landlord,
as shown on Exhibit A" 

“Rentable Area of Premises: 4,834 sq.
ft." 

In addition, as of the New Commencement
Date, Exhibit A attached to the Lease is hereby deleted in its entirety and replaced with
Exhibit B attached to this First Amendment. 

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3. Base Rent. As of the New Commencement Date, the definition of
“Base Rent”
on Page 1 of the Lease is hereby amended and restated in its entirety as
follows: 

“Base
Rent: $2.50 per rentable square foot per
month, subject to adjustment pursuant to Section 4 of the Lease" 

4. Security Deposit. As of the New Commencement Date, the definition of
"Security Deposit" on Page 1 of the Lease is hereby amended and restated in its entirety
as follows: 

"Security Deposit: 3 months Base Rent"


If, as of the New Commencement Date,
the Security Deposit then being held by Landlord is in the form of cash,
Landlord shall, within 30 days after Landlord's receipt of a written request
from Tenant, return the difference between the amount of the Security Deposit
then being held by Landlord and an amount equal to 3 months Base Rent as of the
New Commencement Date. If, as of the New Commencement Date, the Security Deposit
then being held by Landlord is in the form of a Letter of Credit, Landlord shall
return the Letter of Credit being held by Landlord within a reasonable period
after Tenant's delivery to Landlord of a substitute Letter of Credit in the
amount of 3 months Base Rent as of the New Commencement Date, which substitute
Letter of Credit satisfies all of the requirements of the Lease. 

5. Rent Adjustment
Percentage. As of the New Commencement Date,
the definition of "Rent Adjustment
Percentage" on Page 1 of the Lease is hereby
amended and restated in its entirety as follows: 

"Rent
Adjustment Percentage: Greater of 3% or the
CPI Adjustment Percentage not to exceed 5%" 

6. Base Rent
Adjustments. As of the New Commencement Date,
Section 4 of the Lease is hereby amended and restated in its entirety as
follows: 

"Base
Rent Adjustments. Base Rent shall be
increased on June 1, 2009, and on June 1, 2010 (each an “Adjustment Date”) by
multiplying the Base Rent payable immediately before such Adjustment Date by the
Rent Adjustment Percentage and adding the resulting amount to the Base Rent
payable immediately before such Adjustment Date. Base Rent, as so adjusted,
shall thereafter be due as provided herein. Base Rent adjustments for any
fractional calendar month shall be prorated. “CPI Adjustment Percentage” means (i)
a fraction, stated as a percentage, the numerator of which shall be the Index
for the calendar month 3 months before the month in which the Adjustment Date
occurs, and the denominator of which shall be the Index for the calendar month 3
months before the last Adjustment Date or, if no prior Base Rent adjustment has
been made based upon the CPI Adjustment Percentage, 3 months before the New
Commencement Date, less (ii) 1.00. “Index” means the “Consumer Price
Index-All Urban Consumers-San Francisco-Oakland-San Jose, All Items” compiled by
the U.S. Department of Labor, Bureau of Labor Statistics, (1982-84 = 100). If a
substantial change is made in the Index, the revised Index shall be used,
subject to such adjustments as Landlord may reasonably deem appropriate in order
to make the revised Index comparable to the prior Index. If the Bureau of Labor
Statistics ceases to publish the Index, then the successor or most nearly
comparable index, as reasonably determined by Landlord, shall be used, subject
to such adjustments as Landlord may reasonably deem appropriate in order to make
the new index comparable to the Index. Landlord shall give Tenant written notice
indicating the Base Rent, as adjusted pursuant to this Section, and the method
of computation and Tenant shall pay to Landlord an amount equal to any
underpayment of Base Rent by Tenant within 30 days of Landlord’s notice to
Tenant. Failure to deliver such notice shall not reduce, abate, waive or
diminish Tenant’s obligation to pay the adjusted Base Rent; provided, however,
that in no event shall any adjustment be made after the termination or
expiration of the Lease." 

7. Tenant’s Share. As of the New Commencement Date, the definition of
“Tenant’s Share of Operating
Expenses” on Page 1 of the Lease is hereby
amended and restated in its entirety as follows: 

“Tenant’s Share: 7.92%” 

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8. Surrender of the Surrender
Premises. The Lease with respect to the
Surrender Premises shall terminate as provided for in the Lease on May 31, 2008.
Tenant shall voluntarily surrender the Surrender Premises on or before such date
in the condition which Tenant is required to surrender the Surrender Premises as
of the expiration of the Term of the Lease. Tenant agrees to cooperate with
Landlord in all matters, as applicable, relating to (i) decommissioning of the
Surrender Premises as a licensed laboratory, (ii) surrender or revocation of all
licenses of Tenant relating to the Surrender Premises, and (iii) surrendering
the Surrender Premises as required under the Lease. From and after the New
Commencement Date, Tenant shall have no further rights of any kind with respect
to the Surrender Premises. Notwithstanding the foregoing, those provisions of
the Lease which, by their terms, survive the termination of the Lease shall
survive the surrender of the Surrender Premises and termination of the Lease
with respect to the Surrender Premises as provided for herein. 

9. Right to Extend
Term. Section 39 of the Lease is hereby
deleted in its entirety, and Tenant acknowledges and agrees that Tenant has no
further right under the Lease to extend the Term. 

10. Brokers. Landlord and Tenant each represents and warrants that it has
not dealt with any broker, agent or other person (collectively, “Broker") in connection with
the transaction reflected in this First Amendment and that no Broker brought
about this transaction. Landlord and Tenant each hereby agree to indemnify and
hold the other harmless from and against any claims by any Broker claiming a
commission or other form of compensation by virtue of having dealt with Tenant
or Landlord, as applicable, with regard to this leasing transaction. 

11. Miscellaneous. 

a. This First Amendment is the entire agreement between the parties with
respect to the subject matter hereof and supersedes all prior and
contemporaneous oral and written agreements and discussions. This First
Amendment may be amended only by an agreement in writing, signed by the parties
hereto. This First Amendment is effective as of the date first set forth above.


b. This First Amendment is binding upon and shall inure to the benefit of
the parties hereto, their respective agents, employees, representatives,
officers, directors, divisions, subsidiaries, affiliates, assigns, heirs,
successors in interest and shareholders. 

c. This First Amendment may be executed in any number of counterparts, each
of which shall be deemed an original, but all of which when taken together shall
constitute one and the same instrument. The signature page of any counterpart
may be detached therefrom without impairing the legal effect of the signature(s)
thereon provided such signature page is attached to any other counterpart
identical thereto except having additional signature pages executed by other
parties to this First Amendment attached thereto. 

d. Except as amended and/or modified by this First Amendment, the Lease is
hereby ratified and confirmed and all other terms of the Lease shall remain in
full force and effect, unaltered and unchanged by this First Amendment. In the
event of any conflict between the provisions of this First Amendment and the
provisions of the Lease, the provisions of this First Amendment shall prevail.
Whether or not specifically amended by this First Amendment, all of the terms
and provisions of the Lease are hereby amended to the extent necessary to give
effect to the purpose and intent of this First Amendment.

[Signatures are on the next page.] 

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IN WITNESS WHEREOF, the parties hereto have executed
this First Amendment as of the day and year first above written. 

	LANDLORD: 	ARE-1201 HARBOR BAY, LLC, 
	 	a
      Delaware limited liability company 
	 	
	 	By:  	ARE-QRS
    Corp., 	
	 	a
      Maryland corporation 	
	 	
	 	By:  	/s/ Jennifer Pappas	
	 	Its:  	SVP – RE General
      Counsel	 
	 	
	TENANT: 	AVIGEN, INC., 	
	 	a
      Delaware corporation 	
	 	
	 	By:  	/s/ Andrew A. Sauter	
	 	Its:  	Vice President, Finance	



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EXHIBIT A 
SURRENDER PREMISES


[Graphic depicting a floor plan for
Surrender Premises located at 1201 Harbor Bay Parkway, Alameda, Ca.] 

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EXHIBIT B
RETAINED PREMISES 

[Graphic depicting a floor plan for
Retained Premises located at 1201 Harbor Bay Parkway, Alameda, Ca.] 

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