EXHIBIT 4.3


FORM OF RIGHT CERTIFICATE

	Certificate No.
      R-[___]  	[_____] Rights 



NOT EXERCISABLE AFTER DECEMBER 1, 2018 OR EARLIER IF
REDEMPTION OR EXCHANGE OCCURS. THE RIGHTS ARE SUBJECT TO REDEMPTION AT $0.001
PER RIGHT AND TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS
AGREEMENT.

RIGHT CERTIFICATE
AVIGEN,
INC.

     This
certifies that [___________________] or registered assigns, is the registered
owner of the number of Rights set forth above, each of which entitles the owner
thereof, subject to the terms, provisions and conditions of the Rights
Agreement, dated as of November 21, 2008 (the “Rights Agreement”), between
Avigen, Inc., a Delaware corporation (the “Company”), and American Stock
Transfer & Trust Co. LLC (the “Rights
Agent”), to purchase from the Company at
any time after the Distribution Date (as such term is defined in the Rights
Agreement) and prior to 5:00 p.m., New York time, on December 1, 2018 at the
office of the Rights Agent designated for such purpose, or at the office of its
successor as Rights Agent, one one-hundredth of a fully paid non-assessable
share of Series A Junior Participating Preferred Stock, par value $0.001 per
share (the “Preferred
Shares”), of the Company, at a purchase
price of $8.00 per one one-hundredth of a Preferred Share (the
“Purchase Price”), upon presentation and surrender of this Right Certificate
with the Form of Election to Purchase duly executed. The number of Rights
evidenced by this Right Certificate (and the number of one one-hundredths of a
Preferred Share which may be purchased upon exercise hereof) set forth above,
and the Purchase Price set forth above, are the number and Purchase Price as of
December 1, 2008, based on the Preferred Shares as constituted at such
date.

     From and
after the time any Person becomes an Acquiring Person, (as such terms are
defined in the Rights Agreement), if the Rights evidenced by this Right
Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or
Associate of any such Acquiring Person (as such terms are defined in the Rights
Agreement), (ii) a transferee of any such Acquiring Person, Associate or
Affiliate who becomes a transferee after the Acquiring Person becomes such, or
(iii) under certain circumstances specified in the Rights Agreement, a
transferee of any such Acquiring Person, Associate or Affiliate who becomes a
transferee prior to or concurrently with the Acquiring Person becoming such,
such Rights shall become null and void without any further action and no holder
hereof shall have any right with respect to such Rights from and after the time
any Person becomes an Acquiring Person.

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     As
provided in the Rights Agreement, the Purchase Price and the number of one
one-hundredths of a Preferred Share which may be purchased upon the exercise of
the Rights evidenced by this Right Certificate are subject to modification and
adjustment upon the happening of certain events.

     This
Right Certificate is subject to all of the terms, provisions and conditions of
the Rights Agreement, as amended from time to time, which terms, provisions and
conditions are hereby incorporated herein by reference and made a part hereof
and to which Rights Agreement reference is hereby made for a full description of
the rights, limitations of rights, obligations, duties and immunities hereunder
of the Rights Agent, the Company and the holders of the Right Certificates.
Copies of the Rights Agreement are on file at the principal executive offices of
the Company and the above-mentioned offices of the Rights Agent.

     This
Right Certificate, with or without other Right Certificates, upon surrender at
the office of the Rights Agent designated for such purpose, may be exchanged for
another Right Certificate or Right Certificates of like tenor and date
evidencing Rights entitling the holder to purchase a like aggregate number of
Preferred Shares as the Rights evidenced by the Right Certificate or Right
Certificates surrendered shall have entitled such holder to purchase. If this
Right Certificate shall be exercised in part, the holder shall be entitled to
receive upon surrender hereof another Right Certificate or Right Certificates
for the number of whole Rights not exercised.

     Subject
to the provisions of the Rights Agreement, the Rights evidenced by this
Certificate (i) may be redeemed by the Company at a redemption price of $0.001
per Right or (ii) may be exchanged in whole or in part for shares of the
Company’s common stock, par value $0.001 per share, or, upon circumstances set
forth in the Rights Agreement, cash, property or other securities of the
Company, including fractions of a share of Preferred Stock.

     No
fractional Preferred Shares will be issued upon the exercise of any Right or
Rights evidenced hereby (other than fractions which are integral multiples of
one one-hundredth of a Preferred Share, which may, at the election of the
Company, be evidenced by depositary receipts) but in lieu thereof a cash payment
will be made, as provided in the Rights Agreement.

     No holder
of this Right Certificate shall be entitled to vote or receive dividends or be
deemed for any purpose the holder of the Preferred Shares or of any other
securities of the Company which may at any time be issuable on the exercise
hereof, nor shall anything contained in the Rights Agreement or herein be
construed to confer upon the holder hereof, as such, any of the rights of a
stockholder of the Company or any right to vote for the election of directors or
upon any matter submitted to stockholders at any meeting thereof, or to give or
withhold consent to any corporate action, or to receive notice of meetings or
other actions affecting stockholders (except as provided in the Rights
Agreement), or to receive dividends or subscription rights, or otherwise, until
the Right or Rights evidenced by this Right Certificate shall have been
exercised as provided in the Rights Agreement.

     This
Right Certificate shall not be valid or obligatory for any purpose until it
shall have been countersigned by the Rights Agent.

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     WITNESS the facsimile signature of the proper officers of the Company and its
corporate seal. Dated as of __________, 20__.


	AVIGEN, INC. 
	 	
	By: 	 
	Name:	 
	Title: 	 




COUNTERSIGNED:

AMERICAN STOCK
TRANSFER & TRUST CO. LLC
as Rights
Agent

	By: 	 
	Name:	 
	Title: 	 



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Form of Reverse Side of Right
Certificate

FORM OF ASSIGNMENT

(To be executed by the registered
holder if such
holder desires to transfer the Right
Certificate.)

     FOR
VALUE RECEIVED
______________________________________
hereby sells, assigns and transfers unto

	 
	 (Please print name and address
      of transferee) 



_____________________________________________________________________
this Right Certificate, together with all right, title and interest therein, and
does hereby irrevocably constitute and appoint ________________________
Attorney, to transfer the within Right Certificate on the books of the
within-named Company, with full power of substitution.

	Dated: 	 




	 
	 
	Signature 




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SIGNATURE GUARANTEED:

Signatures must be guaranteed by a
member or participant in the Securities Transfer Agent Medallion Program, the
New York Stock Exchange Medallion Signature Program or the Stock Exchange
Medallion Program.

---------------------------------------------------------------------------------------------

     The
undersigned hereby certifies that (1) the Rights evidenced by this Right
Certificate are not being sold, assigned or transferred by or on behalf of a
Person who is or was an Acquiring Person, an Interested Stockholder or an
Affiliate or Associate thereof (as such terms are defined in the Rights
Agreement); and (2) after due inquiry and to the best of the knowledge of the
undersigned, the undersigned did not acquire the Rights evidenced by this Right
Certificate from any Person who is or was an Acquiring Person, an Interested
Stockholder, or an Affiliate or Associate thereof.


	 
	Signature 




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FORM OF ELECTION TO PURCHASE

(To be executed if holder desires to
exercise
Rights represented by the Right Certificate.)

To American Stock Transfer & Trust
Co. LLC, as Rights Agent:

     The
undersigned hereby irrevocably elects to exercise ___________________________
Rights represented by this Right Certificate to purchase the Preferred Shares
issuable upon the exercise of such Rights and requests that certificates for
such Preferred Shares be issued in the name of:

	Please insert social
      security  	
	or other identifying
      number:  	                    
    



	 
	 (Please print
      name and address)

 



If such number of Rights shall not be
all the Rights evidenced by this Right Certificate, a new Right Certificate for
the balance remaining of such Rights shall be registered in the name of and
delivered to:

	Please insert social
      security  	
	or other identifying
      number:  	                    
    



	 
	 (Please print
      name and address)

 



	Dated:  	 




	 
	 
	Signature 





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SIGNATURE GUARANTEED:

Signatures must be guaranteed by a
member or participant in the Securities Transfer Agent Medallion Program, the
New York Stock Exchange Medallion Signature Program or the Stock Exchange
Medallion Program.

---------------------------------------------------------------------------------------------

     The
undersigned hereby certifies that (1) the Rights evidenced by this Right
Certificate are not beneficially owned by nor are they being exercised on behalf
of an Acquiring Person, an Interested Stockholder or an Affiliate or Associate
thereof (as such terms are defined in the Rights Agreement); and (2) after due
inquiry and to the best of the knowledge of the undersigned, the undersigned did
not acquire the Rights evidenced by this Right Certificate from any Person who
is or was an Acquiring Person, an Interested Stockholder, or an Affiliate or
Associate thereof.


	  
	Signature 




---------------------------------------------------------------------------------------------

NOTICE

     The
signature in the Form of Assignment or Form of Election to Purchase, as the case
may be, must conform to the name as written upon the face of this Right
Certificate in every particular, without alteration or enlargement or any change
whatsoever.

     In the
event the certification set forth above in the Form of Assignment or the Form of
Election to Purchase, as the case may be, is not completed, the Company and the
Rights Agent will deem the beneficial owner of the Rights evidenced by this
Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof
(as defined in the Rights Agreement) and such Assignment or Election to Purchase
will not be honored.

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