Exhibit 10.3

                      AMENDED AND RESTATED PROMISSORY NOTE

$650,000                                                      September 1, 2005
Maturity Date:  August 1, 2007


         This Amended and Restated Promissory Note (this "Note") amends and
replaces in its entirety that certain Promissory Note dated September 15, 2000
(the "Original Note").

         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
Six Hundred Fifty Thousand Dollars ($650,000). This Note shall not bear
interest. All principal is due and payable in full on the Maturity Date set
forth above. Targeted may prepay all or any portion of this Note at any time,
without premium or penalty.

         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, 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.

         In the event that Targeted fails to pay the principal due and payable
on this Note within 10 business days of the Maturity Date, and after written
notice to Targeted from Biogen of such failure to pay, Biogen may, at its
option, charge interest on the principal balance of this Note at a rate of 13%
per annum, from the Maturity Date until this Note, and all interest accrued
pursuant to this provision, is repaid in full. All computations of interest
shall be based on a 365-day year for the actual number of days elapsed. The
total liability of Targeted payment of interest pursuant to this provision shall
not exceed the maximum amount of interest permitted by applicable law to be
charged, collected or received from Targeted. If any payments by Targeted
include interest in excess of that maximum amount, Biogen shall apply the excess
interest payment to reduce the accrued and unpaid interest on and principal
balance of the Loan, and any excess interest payment remaining after all
outstanding principal and accrued interest has been paid shall be returned to
Targeted.

         Upon receipt of a written notice of loss, theft, destruction, or
mutilation of this Note, and upon surrendering such Note for cancellation if
mutilated, Targeted shall


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execute and deliver to Biogen a new Note of like tenor in lieu of such lost,
stolen, destroyed or mutilated Note, provided that Biogen agrees to indemnify
and hold Targeted harmless from all claims, losses, and damages (including
reasonable attorneys' fees) incurred by Targeted as a result of loss, theft or
destruction of this Note.

         This Note represents the conversion of the aggregate amounts payable to
Biogen by Genovo, Inc., a Delaware corporation acquired by Targeted on the date
of the Original Note ("Genovo"), under (a) two promissory notes, dated February
9, 1998 and June 8, 1998, respectively, with an aggregate principal amount of
$500,000, and (b) the remaining outstanding principal balance on the Hajoca
building loan (collectively, "the Prior Notes") into the obligation of Targeted,
pursuant to Section 5.17 of the Agreement and Plan of Merger dated as of August
8, 2000, among Targeted, TGC Acquisition Corporation, a wholly owned subsidiary
of Targeted, Genovo and Biogen. The Prior Notes have been cancelled by Biogen
concurrently with Targeted's execution of the Original Note.

                                           TARGETED GENETICS CORPORATION

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


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