Exhibit 10.2

                      AMENDED AND RESTATED PROMISSORY NOTE

$10,000,000                                                   September 1, 2005

         This Amended and Restated Promissory Note (this "Note") amends and
replaces in its entirety that certain Promissory Note dated September 18, 2001.

         For value received, the undersigned, TARGETED GENETICS CORPORATION
("Targeted"), promises to pay to the order of BIOGEN IDEC MA, INC. ("Biogen"),
at 14 Cambridge Center, Cambridge, Massachusetts 02142, or such other place or
places as the holder of this Note may designate in writing, the principal sum of
Ten Million Dollars ($10,000,000), in accordance with the terms and conditions
of the Funding Agreement, dated as of August 8, 2000, as amended as of July 14,
2003 and as further amended as of September 1, 2005, by and between Targeted and
Biogen (together with all supplements, exhibits, amendments and modifications to
such agreement, the "Funding Agreement"). Targeted also promises to pay interest
on the unpaid principal balance of this Note in like money in accordance with
the terms and conditions of, and at the rate or rates provided in, the Funding
Agreement. All accrued and unpaid interest is payable annually on each August 31
(provided, that if such date would fall on an day that is not a business day,
then the interest payment date shall be extended to the next succeeding business
day) and on the Final Maturity Date. All principal is due and payable in full on
the Final Maturity Date or such earlier date as provided in the Funding
Agreement.

         Targeted waives presentment for payment, demand, notice of nonpayment,
notice of protest and protest of this Note, and all other notices in connection
with the delivery, acceptance, performance, default, dishonor or enforcement of
the payment of this Note, except such notices as are specifically required by
this Note or by the Funding Agreement, and agrees that its liability shall be
unconditional without regard to the liability of any other party and shall not
be in any manner affected by any indulgence, extension of time, renewal, waiver
or modification granted or consented to by Biogen. Targeted consents to any and
all extensions of time, renewals or waivers that may be granted by Biogen with
respect to payment or other provisions of this Note and the Funding Agreement.

         This Note is the Note referred to in the Funding Agreement and as such
is entitled to all of the benefits and obligations specified in the Funding
Agreement. Reference is made to the Funding Agreement for provisions for the
repayment of this Note and the acceleration of the maturity of this Note.

         All capitalized terms used and not otherwise defined in this Note shall
have the meanings given to such terms in the Funding Agreement.

                                           TARGETED GENETICS CORPORATION

                                           By: /s/ H. Stewart Parker
                                              ------------------------
                                           Name: H. Stewart Parker
                                                ----------------------
                                           Its : President and CEO
                                                ----------------------


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