SC 13D/A 1 schedule_13d-a.htm

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

Avigen, Inc.

(Name of Issuer)
 

Common Stock

(Title of Class of Securities)
 

053690103

(CUSIP Number)

Elizabeth Delaney
BVF Partners L.P.
900 North Michigan Avenue
Suite 1100
Chicago, Illinois 60611
(312) 506-6500
 

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 29, 2008
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D/A, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box   x
 
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


1.

Names of Reporting Persons.

Biotechnology Value Fund, L.P.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)
(a)     
x

(b)     o  

3.

SEC Use Only

4.

Source of Funds (See Instructions) WC

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

o

6.

Citizenship or Place of Organization

Delaware

Number of Shares Beneficially Owned by Each Reporting Person With

7.

Sole Voting Power

0

8.

Shared Voting Power

1,837,440

   9.

Sole Dispositive Power

0

10.

Shared Dispositive Power

1,837,440

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 1,837,440

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  o

13.

Percent of Class Represented by Amount in Row (11): 6.17%

14.

Type of Reporting Person (See Instructions): PN

 


1.

Names of Reporting Persons.

Biotechnology Value Fund II, L.P.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)
(a)     
x

(b)     o

3.

SEC Use Only

4.

Source of Funds (See Instructions) WC

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

o

6.

Citizenship or Place of Organization

Delaware

Number of Shares Beneficially Owned by Each Reporting Person With

7.

Sole Voting Power

0

8.

Shared Voting Power

1,268,911

9.

Sole Dispositive Power

0

10.

Shared Dispositive Power

1,268,911

11.

Aggregate Amount Beneficially Owned by Each Reporting Person: 1,268,911

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  o

13.

Percent of Class Represented by Amount in Row (11): 4.26%

14.

Type of Reporting Person (See Instructions): PN

 


1.

Names of Reporting Persons.

BVF Investments, L.L.C.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)
(a)     x

(b)     o

3.

SEC Use Only

4.

Source of Funds (See Instructions) WC

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

o

6.

Citizenship or Place of Organization

Delaware

Number of Shares Beneficially Owned by Each Reporting Person With

7.

Sole Voting Power

0

8.

Shared Voting Power

4,622,764

9.

Sole Dispositive Power

0

10.

Shared Dispositive Power

4,622,764

11.

Aggregate Amount Beneficially Owned by Each Reporting Person: 4,622,764

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o

13.

Percent of Class Represented by Amount in Row (11): 15.53%

14.

Type of Reporting Person (See Instructions): OO

 


1.

Names of Reporting Persons.

Investment 10, L.L.C.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)
(a)     
x

(b)     o

3.

SEC Use Only

4.

Source of Funds (See Instructions) WC

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

o

6.

Citizenship or Place of Organization

Illinois

Number of Shares Beneficially Owned by Each Reporting Person With

7.

Sole Voting Power

0

8.

Shared Voting Power

472,585

9.

Sole Dispositive Power

0

10.

Shared Dispositive Power

472,585

  11.

Aggregate Amount Beneficially Owned by Each Reporting Person: 472,585

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

13.

Percent of Class Represented by Amount in Row (11): 1.59%

14.

Type of Reporting Person (See Instructions): OO

 

1.

Names of Reporting Persons.

BVF Partners L.P.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)
(a)     
x

(b)     o

3.

SEC Use Only

4.

Source of Funds (See Instructions) OO

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

o

6.

Citizenship or Place of Organization

Delaware

Number of Shares Beneficially by Owned by Each Reporting Person With

7.

Sole Voting Power

0

8.

Shared Voting Power

8,201,700

9.

Sole Dispositive Power

0

10.

Shared Dispositive Power

8,201,700

11.

Aggregate Amount Beneficially Owned by Each Reporting Person: 8,201,700

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o

13.

Percent of Class Represented by Amount in Row (11): 27.55%

14.

Type of Reporting Person (See Instructions): PN, HC

 

1.

Names of Reporting Persons.

BVF Inc.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)
(a)     
x

(b)     o

3.

SEC Use Only

4.

Source of Funds (See Instructions) OO

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

o

6.

Citizenship or Place of Organization

Delaware

Number of Shares Beneficially by Owned by Each Reporting Person With

7.

Sole Voting Power

0

8.

Shared Voting Power

8,201,700

9.

Sole Dispositive Power

0

10.

Shared Dispositive Power

8,201,700

11.

Aggregate Amount Beneficially Owned by Each Reporting Person: 8,201,700

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  o

13.

Percent of Class Represented by Amount in Row (11): 27.55%

14.

Type of Reporting Person (See Instructions): CO, HC

 


ITEM 1. Security and Issuer

This Schedule 13D/A relates to the common stock, par value $0.001 per share (the “Common Stock”) of Avigen, Inc., a Delaware corporation (“AVGN” or the “Issuer”). The principal executive office of AVGN is located at 1301 Harbor Bay Parkway, Alameda, California 94502.

ITEM 2. Identity and Background

 

The persons filing this Statement, the persons enumerated in Instruction C of this Statement and, where applicable, their respective places of organization, principal office, general partners, managers, directors, executive officers, controlling persons and certain information regarding each of them, are as follows:

(a)   Biotechnology Value Fund, L.P., a Delaware limited partnership ("BVF"), Biotechnology Value Fund II, L.P., a Delaware limited partnership ("BVF2"), BVF Investments, L.L.C., a Delaware limited liability company ("BVLLC"), Investment 10, L.L.C., an Illinois limited liability company ("ILL10"), BVF Partners L.P., a Delaware limited partnership ("Partners") and BVF Inc., a Delaware corporation ("BVF Inc.") specialize in holding biotechnology stocks for investment purposes. Together, BVF, BVF2, BVLLC, ILL10, Partners and BVF Inc. are the "Reporting Persons." Mark N. Lampert, an individual, ("Lampert"), is the sole shareholder, sole director and an officer of BVF Inc.

(b)   The business address of BVF, BVF2, BVLLC, ILL10 and Partners is 900 North Michigan Avenue, Suite 1100, Chicago, Illinois 60611. The business address of BVF Inc. and Lampert is One Sansome Street, 31st Floor, San Francisco, California 94104.

(c)   Partners is the general partner of BVF and BVF2, which are investment funds. Partners also is the manager of BVLLC, which is also an investment fund. ILL10 is a managed account, which Partners advises pursuant to an investment management agreement. BVF Inc. is an investment adviser to and general partner of Partners. For Lampert's occupation, please refer to (a) above.

(d)   During the last five years, none of the Reporting Persons or Lampert has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors).

(e)  During the last five years, none of the Reporting Persons or Lampert has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction nor, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)   Lampert is a citizen of the United States of America. For the citizenship of each of BVF, BVF2, BVLLC, ILL10, Partners, and BVF Inc., please refer to (a) above.

ITEM 3. Source and Amount of Funds or Other Consideration

Partners, in its capacity as (i) general partner of BVF, has purchased on behalf of such limited partnership an aggregate number of 1,837,440 shares of the Common Stock for an aggregate consideration of $1,115,248, (ii) general partner of BVF2, has purchased on behalf of such limited partnership an aggregate number of 1,268,911 shares of Common Stock for an aggregate consideration of $774,190, (iii) manager of BVLLC, has purchased on behalf of such limited liability company an aggregate number of 4,622,764 shares of Common Stock for an aggregate consideration of $3,157,198, and (iv) investment adviser to ILL10, purchased on behalf of such limited liability company an aggregate of 472,585 shares of Common Stock for an aggregate consideration of $293,733. Each of BVF, BVF2, BVLLC and ILL10 purchased the shares held by it using its own working capital. No borrowed funds were used to purchase the Common Stock other than any borrowed funds used for working capital purposes in the ordinary course of business.

ITEM 4. Purpose of Transaction

At the invitation of the Chairman of the Issuer, the Reporting Persons articulated their views regarding the future of the Company in a conference call with the Board of Directors held on October 30, 2008.  The Reporting Persons stated their strong belief that the Issuer should immediately reduce its expenses to as low a level as possible, partner or sell its remaining assets without further investment and take actions to distribute to the Issuer's stockholders as much of the resulting cash as possible.  The Issuer reported $56 million, or $1.88 per share, of financial assets as of September 30, 2008, consisting of cash, cash equivalents, available-for-sale securities and restricted investments.

The Reporting Persons informed the Board of Directors that they think that the previously announced plan of spending the Issuer's remaining cash on the development of its early-stage pain drug, AV411 as well as the Issuer's corporate infrastructure is fundamentally flawed, especially in light of the current environment for raising additional capital.  The Reporting Persons believe that AV-411 is a high risk drug candidate that is best developed (if at all) by a larger company with greater financial resources and a lower cost of capital.  By the time AV-411 could be commercialized, or even definitively proven safe and efficacious, the Issuer's existing cash resources would be depleted.  The Reporting Persons believe that the investment community clearly lacks confidence in such a plan, as evidenced by recent reports from stock analysts and by the $0.61 per share closing price of the Issuer's common stock on October 30, 2008, reflecting only 31% of the Issuer's financial assets as of September 30, 2008.

The Reporting Persons intend to work with the Issuer's Board of Directors to effecuate a prompt return of cash to the Issuer's stockholders and intend to bring the matter directly to a vote of stockholders if their efforts with the Board of Directors are unsuccessful.

ITEM 5. Interest in Securities of the Issuer
 

The Reporting Persons’ percentage ownership of Common Stock is based on 29,769,115 shares being outstanding.

(a)   As of October 23, 2008, BVF beneficially owns 1,837,440 shares of Common Stock, BVF2 beneficially owns 1,268,911 shares of Common Stock, BVLLC beneficially owns 4,622,764 shares of Common Stock, ILL10 beneficially owns 472,585 shares of Common Stock and each of Partners and BVF Inc. may be deemed to beneficially own 8,201,700 shares of Common Stock, representing percentage ownership of approximately 6.17%, 4.26%, 15.53%, 1.59% and 27.55%, respectively.


(b)   Each of BVF, BVF2, BVLLC and ILL10 shares with Partners voting and dispositive power over the Common Stock each such entity beneficially owns. Partners and BVF Inc. share voting and dispositive power over the 8,201,700 shares of Common Stock they may be deemed beneficially to own with BVF, BVF2 and BVLLC, and ILL10. 

(c)   Trades of Common Stock within the last 60 days have been made by the following Reporting Persons:

     

BVF

ILL10

BVF2

BVLLC

   

Date of
Transaction

Type of
Securities

Price Per
Share

       

Exchange

Type of
Transaction

08/28/08

Common Stock

3.9565

(75,600)

(22,000)

(52,000)

(178,000)

NASDAQ

SALE

08/29/08

Common Stock

4.2484

(12,200)

(4,000)

(9,000)

(30,000)

NASDAQ

SALE

09/04/08

Common Stock

4.3576

(23,000)

(7,000)

(16,000)

(54,000)

NASDAQ

SALE

09/04/08

Common Stock

4.5195

(23,000)

(7,000)

(16,000)

(54,000)

NASDAQ

SALE

09/05/08

Common Stock

4.5968

(3,600)

(1,000)

(3,000)

(10,000)

NASDAQ

SALE

09/08/08

Common Stock

4.6000

(8,400)

(2,000)

(5,000)

(19,000)

NASDAQ

SALE

09/19/08

Common Stock

4.4000

(1,600)

 

(1,000)

(3,000)

NASDAQ

SALE

09/22/08

Common Stock

4.2500

(900)

     

NASDAQ

SALE

10/21/08

Common Stock

0.5853

1,583,000

406,000

1,092,000

3,919,000

NASDAQ

PURCHASE

10/21/08

Common Stock

0.5500

226,000

58,000

156,000

560,000

NASDAQ

PURCHASE

10/21/08

Common Stock

0.5500

24,000

6,000

17,000

59,000

NASDAQ

PURCHASE

ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
 

Partners is the general partner of each of BVF and BVF2 pursuant to limited partnership agreements which authorize Partners, among other things, to invest the funds of BVF and BVF2 in the shares of Common Stock and other securities and to vote, exercise or convert and dispose of such securities. Pursuant to such limited partnership agreements, Partners is entitled to receive fees based on assets under management and allocations based on realized and unrealized gains on such assets. Pursuant to the operating agreement of BVLLC, Partners is authorized, among other things, to invest the funds of Ziff Asset Management, L.P., the majority member of BVLLC, in the shares of Common Stock and other securities and to vote, exercise or convert and dispose of such securities and is entitled to receive fees based on assets under management and allocations based on realized and unrealized gains on such assets. Pursuant to an investment management agreement with ILL10, Partners and BVF Inc. have authority, among other things, to invest funds of ILL10 in the shares of Common Stock and other securities and to vote, exercise or convert and dispose of such securities. Pursuant to such investment management agreement, Partners and BVF Inc. receive fees based on realized and unrealized gains thereon. BVF Inc. is the general partner of Partners and may be deemed to own beneficially securities over which Partners exercises voting and dispositive power.

ITEM 7. Material to be filed as Exhibits

A Joint Filing Agreement on behalf of the Reporting Persons is filed herewith as Exhibit A.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

Dated:

 

October 31, 2008

    

 

 

BIOTECHNOLOGY VALUE FUND, L.P.*

  

 

 

By:

 

BVF Partners L.P., its general partner

   

 

 

 

 

By:

 

BVF Inc., its general partner

    

 

 

 

 

 

 

By:

 

/s/ Mark N. Lampert

 

 

 

 

 

 

 

 

Mark N. Lampert
President

   

 

 

BIOTECHNOLOGY VALUE FUND II, L.P.*

   

 

 

By:

 

BVF Partners L.P., its general partner

   

 

 

 

 

By:

 

BVF Inc., its general partner

    

 

 

 

 

 

 

By:

 

/s/ Mark N. Lampert

 

 

 

 

 

 

 

 

Mark N. Lampert
President

    

 

 

BVF INVESTMENTS, L.L.C.*

    

 

 

By:

 

BVF Partners L.P., its manager

    

 

 

 

 

By:

 

BVF Inc., its general partner

    

 

 

 

 

 

 

By:

 

/s/ Mark N. Lampert

 

 

 

 

 

 

 

 

Mark N. Lampert
President

    

 

 

INVESTMENT 10, L.L.C.*

    

 

 

By:

 

BVF Partners L.P., its investment manager

   

 

 

 

 

By:

 

BVF Inc., its general partner

    

 

 

 

 

 

 

By:

 

/s/ Mark N. Lampert

 

 

 

 

 

 

 

 

Mark N. Lampert
President

    

 

 

BVF PARTNERS L.P. *

    

 

 

By:

 

BVF Inc., its general partner

    

 

 

 

 

By:

 

/s/ Mark N. Lampert

 

 

 

 

 

 

Mark N. Lampert
President

    

 

 

BVF INC.*

 

 

    

 

 

By:

 

/s/ Mark N. Lampert

 

 

 

 

Mark N. Lampert
President

*The Reporting Person disclaims beneficial ownership except to the extent of its pecuniary interest therein.


[GRAPHIC OMITTED]

Exhibit A
 
JOINT FILING AGREEMENT
 

The undersigned agree that this Schedule 13D/A dated October 31, 2008, relating to the Common Stock of AVGN shall be filed on behalf of the undersigned.
 


 

 

BIOTECHNOLOGY VALUE FUND, L.P.

 

 

By:

 

BVF Partners L.P., its general partner

  

 

 

 

 

By:

 

BVF Inc., its general partner

  

 

 

 

 

 

 

By:

 

/s/ Mark N. Lampert

 

 

 

 

 

 

 

 

Mark N. Lampert
President

  

 

 

BIOTECHNOLOGY VALUE FUND II, L.P.

  

 

 

By:

 

BVF Partners L.P., its general partner

  

 

 

 

 

By:

 

BVF Inc., its general partner

   

 

 

 

 

 

 

By:

 

/s/ Mark N. Lampert

 

 

 

 

 

 

 

 

Mark N. Lampert
President

  

 

 

BVF INVESTMENTS, L.L.C.

    

 

 

By:

 

BVF Partners L.P., its manager

    

 

 

 

 

By:

 

BVF Inc., its general partner

    

 

 

 

 

 

 

By:

 

/s/ Mark N. Lampert

 

 

 

 

 

 

 

 

Mark N. Lampert
President

    

 

 

INVESTMENT 10, L.L.C.

    

 

 

By:

 

BVF Partners L.P., its investment manager

    

 

 

 

 

By:

 

BVF Inc., its general partner

     

 

 

 

 

 

 

By:

 

/s/ Mark N. Lampert

 

 

 

 

 

 

 

 

Mark N. Lampert
President

    

 

 

BVF PARTNERS L.P.

    

 

 

By:

 

BVF Inc., its general partner

     

 

 

 

 

By:

 

/s/ Mark N. Lampert

 

 

 

 

 

 

Mark N. Lampert
President

    

 

 

BVF INC.

 

 

     

 

 

By:

 

/s/ Mark N. Lampert

 

 

 

 

Mark N. Lampert
President