8-K

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

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 21, 2003
_______________

Targeted Genetics Corporation
(Exact name of registrant as specified in charter)

Washington	0-23930	91-1549568
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
	1100 Olive Way, Suite 100 Seattle, Washington 98101
	(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code:  (206) 623-7612
Not Applicable (Former name or former address, if changed since last report)

Item 5.         Other Events

As of May 29, 2003, Targeted Genetics Corporation, or Targeted Genetics, entered into Amendment No. 2 to Exclusive Sublicense Agreement with Alkermes, Inc., or Amendment No. 2. Amendment No. 2 amended certain exclusivity provisions under the Exclusive Sublicense Agreement with Alkermes, Inc. A copy of Amendment No. 2 is attached to this current report as Exhibit 10.01 and is incorporated into this current report by reference.

As of June 30, 2003, Targeted Genetics entered into the Fifth Amendment to Lease Agreement with Ironwood Apartments, Inc., or the Fifth Amendment. The Fifth Amendment extended the lease on Targeted Genetics' main facility in Seattle for an additional 60 months to April 1, 2009. A copy of the Fifth Amendment is attached to this current report as Exhibit 10.02 and is incorporated into this current report by reference.

As of July 14, 2003, Targeted Genetics entered into an amendment to the Funding Agreement with Biogen, Inc., or the Amendment. The Amendment extended Targeted Genetics' put right under the Funding Agreement for and additional thirty days until September 15, 2003. A copy of the Amendment is attached to this current report as Exhibit 10.03 and is incorporated into this current report by reference.

Item 7.         Events

(a) Financial statements of business acquired.

Not applicable.

(b) Pro forma financial information.

Not applicable.

(c) Exhibits.

Exhibit  
Number          Description

10.01 Amendment No. 2 to the Exclusive Sublicense Agreement, dated as of May 29, 2003, by and between Targeted Genetics and Alkermes, Inc.

10.02 Fifth Amendment to Lease Agreement, dated as of June 20, 2003, by and between Targeted Genetics and Ironwood Apartments, Inc.

10.03 Amendment to Funding Agreement, dated as of July 14, 2003, by and between Targeted Genetics and Biogen, Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Targeted Genetics Corporation
Date: July 21, 2003	By:   /s/ Todd E. Simpson
		Todd E. Simpson Vice President, Finance and Administration and Chief Financial Officer, Secretary and Treasurer (Principal Financial and Accounting Officer)

EXHIBIT INDEX

Exhibit  
Number          Description

10.01 Amendment No. 2 to the Exclusive Sublicense Agreement, dated as of May 29, 2003, by and between Targeted Genetics and Alkermes, Inc.*

10.02 Fifth Amendment to Lease Agreement, dated as of June 20, 2003, by and between Targeted Genetics and Ironwood Apartments, Inc.

10.03 Amendment to Funding Agreement, dated as of July 14, 2003, by and between Targeted Genetics and Biogen, Inc.

_________________

* Portions of this exhibit have been omitted based on an application for confidential treatment filed with the SEC. The omitted portions of the exhibit have been filed separately with the SEC.

EX-10.01

EXHIBIT 10.01

[*]   Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission (“SEC”). The omitted portions of this exhibit have been filed separately with the SEC.

AMENDMENT NO. 2 TO
EXCLUSIVE SUBLICENSE AGREEMENT

        THIS AMENDMENT NO.2 to the exclusive sublicense agreement (the “Amendment”) is made and entered into as of May 29, 2003 by and between Alkermes, Inc., a Pennsylvania corporation with its principal offices at 64 Sydney Street, Cambridge, MA 02139 (hereinafter referred to as “Alkermes”), and Targeted Genetics Corporation, a Washington corporation with its principal offices at 1100 Olive Way, Suite 100, Seattle, Washington 98101 (hereinafter referred to as “Targeted”).

        WHEREAS, Alkermes and Targeted entered into an Exclusive Sublicense Agreement dated as of June 9, 1999, as previously amended on March 12, 2002 (the “Agreement”); and

        WHEREAS, the parties desire to amend the diligence requirements in accordance with the terms and conditions hereinafter set forth.

        NOW, THEREFORE, in consideration of the foregoing premises, the parties hereto agree as follows:

1. Unless otherwise provided herein, all defined terms utilized in this Amendment shall have the same meanings as set forth in the Agreement.

2. Section 2.6 of the Agreement shall be amended and replaced as follows:

At any time after the date which is the [*] anniversary of the Effective Date, Targeted shall, upon receipt of notice from Alkermes to such effect, enter into good faith negotiations to enter into a sublicense agreement with a proposed sublicensee designated by Alkermes in such notice, with respect to any of the Additional Fields of Use for which Targeted, its Affiliates or Sublicensee(s) have not initiated Phase I clinical Trials; provided that entering into such negotiations is not inconsistent with obligations of Targeted to any Sublicensee. Targeted shall consider a request from Alkermes to conduct good faith negotiations to enter into a sublicense agreement with a proposed sublicensee, prior to the [*] anniversary, in fields in which Targeted does not have any ongoing research efforts, but shall have no obligation to enter into such sublicense agreement. Such sublicense agreement, if entered into, shall be subject to Section 2.4 above.

3. Except as specifically modified or amended hereby, the Agreement shall remain in full force and effect. No oral promise, covenant or representation of any character or nature has

been made to induce any party to enter into this Amendment. No provision of this Amendment may be modified or amended except expressly in a writing signed by all parties nor shall any term be waived except expressly in a writing signed by the party charged therewith.

4. This Agreement may be executed in two or more counterparts, each which shall be deemed an original but all of which taken together constitute one and the same instrument.

        IN WITNESS WHEREOF, the parties hereto have signed this Amendment on the day and year first above written.

AGREED AND ACCEPTED:

ALKERMES, INC.


By:  /s/ Michael [illegible]
Print Name:   Michael [Illegible]
Its:          Vice President TARGETED GENETICS CORPORATION.


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

EX-10.02

Exhibit 10.02

FIFTH AMENDMENT TO LEASE AGREEMENT

        This FIFTH AMENDMENT TO LEASE AGREEMENT (This “Amendment”) is entered into as of June 20, 2003 by and between Ironwood Apartments, Inc., as successor to Metropolitan Federal Savings and Loan Association (“Landlord”) and Targeted Genetics Corporation (“Tenant”).

        Landlord and Tenant are parties to that certain Olive Way Building Lease dated November 20, 1992, as modified by that certain First Amendment to Olive Way Building Lease dated December 10, 1994 and that certain Second Amendment to Lease Agreement executed on June 12, 1996 and May 22 1996, and that certain Third Amendment to Lease Agreement dated October 30, 1998, and that certain Fourth Amendment to Lease Agreement dated February 5, 2001 (as modified, the “Lease”).

        Section 4.02 of the Lease grants to Tenant three (3) options to extend the Lease term for 5 years each. Tenant exercised the first of these 3 options in that certain Third Amendment dated October 30, 1998, leaving two options remaining. The purpose of this Amendment is to exercise the second of these three options, leaving one remaining.

        Landlord and Tenant do hereby amend the Lease as follows:

1. EXTENSION. The term of the Lease is hereby extended for an additional 60 months to April 1, 2009. The rent for the extended term is set forth in Section 6.02 of the Lease.

2. NO OTHER AMENDMENTS. Except as modified by this Amendment and by the Amendments referenced above, the Lease remains in full force and effect and has not been modified or amended.

      DATED: June 30, 2003.

LANDLORD:

IRONWOOD APARTMENTS, INC.,
a Washington corporation


Signature:     /s/ John Stone
By:             John Stone
Its:             President

TENANT:

TARGETED GENETICS CORPORATION,
a Washington corporation


Signature:   /s/ Todd E. Simpson
By:             Todd E. Simpson
Its:             Vice President, Finance

EX-10.03

Exhibit 10.03

Amendment to Funding Agreement

        This Amendment to the Funding Agreement (the “Funding Agreement”) dated August 8, 2003, between Targeted Genetics Corporation, a Washington corporation (“Targeted”), and Biogen, Inc., a Massachusetts corporation (“Biogen”) is made as of July 14, 2003 by and between Targeted and Biogen.

        The parties hereby agree to delete the first sentence of Section 3.2.1(a) of the Funding Agreement and replace it with the following sentence:

        “Subject to Section 3.2.2 of this Agreement, at any time and from time to time before September 15, 2003, at the election of Targeted in its sole discretion (the “Put Option”) and upon its written request (the “Put Request”), Biogen shall subscribe for and purchase (a “Share Purchase”) a number of shares of Common Stock having an aggregate fair market value less than or equal to the Remaining Value (as defined in subsection (b) of this Section 3.2.1) at the time of such Put Request, at the price and on the terms and conditions set forth in this Article3.”

        All other terms and provisions of the Funding Agreement shall remain unchanged.

        IN WITNESS WHEREOF, Targeted and Biogen have caused this Amendment to be duly executed as of the date first above written.

TARGETED GENETICS CORPORATION

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

BIOGEN, INC.

By:  /s/ John W. Palmer
Name:  John W. Palmer
Title:  Sr. VP. Corporate Development