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) August 22, 2005

Targeted Genetics Corporation

(Exact name of registrant as specified in its 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)	(Zip Code)

Registrant’s telephone number, including area code (206) 623-7612

Not Applicable

(Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

     Effective October August 9, 1999, we entered into an Employee Change In Control Agreement with David Poston which is substantially similar to those that we currently have in place with our executive officers and certain other members of our senior management. The material terms Employee Change In Control Agreement are the same as the Company’s form of Senior Management Employment Agreement that was filed as Exhibit 10.2 to the Company’s Annual Report on Form 10-K (No. 0-23930) for the year ended December 31, 1996, filed on March 17, 1997 which exhibit is incorporated herein by reference.

     On October 23, 2001, we entered into an indemnity agreement with Mr. Poston which is substantially similar to those that we currently have in place with our directors, other executive officers and certain other members of our senior management. The material terms of the indemnity agreement with Mr. Poston are the same as the Company’s form of Indemnity Agreement that was filed as Exhibit 10.1 to the Company’s Annual Report on Form 10-K (No. 0-23930) for the year ended December 31, 1999, filed on March 23, 2000 which exhibit is incorporated berein by reference.

Item 1.02 Termination of a Material Definitive Agreement.

     Effective October 3, 2005, the Company’s Senior Management Employment Agreement dated as of October 1, 2001 with Todd E. Simpson will terminate. The material terms of the Company’s form of Senior Management Employment Agreement were filed as Exhibit 10.2 to the Company’s Annual Report on Form 10-K (No. 0-23930) for the year ended December 31, 1996, filed on March 17, 1997 which exhibit is incorporated herein by reference.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

     On August 22, 2005, Todd E. Simpson, our Chief Financial Officer, announced his departure from Targeted Genetics, effective the end of October 3, 2005. A press release announcing Mr. Simpson’s departure is attached as an exhibit to this Report.

     David Poston will serve as acting Chief Financial Officer for the company upon Mr. Simpson’s departure. Mr. Poston joined the company in January 1999 as its Director, Finance. From January 2001 and until the present, Mr. Poston’s position with the company is its Senior Director, Finance and Assistant Secretary. Mr. Poston has over twenty years of financial experience. He started his career in public accounting at KPMG in 1985.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits:

99.1 Press Release dated August 22, 2005.

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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 hereunto duly authorized.

Targeted Genetics Corporation
By:	/s/ Barrie J. Carter
	Barrie J. Carter
	Executive Vice President and Chief Scientific Officer

Dated: August 22, 2005

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EX-99.1

Exhibit 99.1

®

Investor and Media Contact:
Stacie D. Byars
Director, Communications
Targeted Genetics Corporation
(206) 521-7392

TARGETED GENETICS ANNOUNCES TODD E. SIMPSON
TO STEP DOWN AS CHIEF FINANCIAL OFFICER

— David Poston to be named as Acting CFO —

Seattle, WA — August 22, 2005 — Targeted Genetics Corporation (Nasdaq: TGEN) announced today that Todd E. Simpson, its Vice President, Finance and Administration, Chief Financial Officer, Treasurer and Secretary will leave October 3, 2005 to accept a position with another company.

David Poston, Targeted Genetics’ Senior Director of Finance and Assistant Corporate Secretary, will serve as acting Chief Financial Officer for the company upon Mr. Simpson’s departure. David joined the company in January 1999 and currently leads its finance and accounting operations including internal and SEC financial reporting and financial controls, internal controls, budgeting, treasury and all financial aspects of corporate collaborations. David has over twenty years of financial experience, has had primary responsibility for public company financial disclosure matters since 1993 and started his career in public accounting at KPMG in 1985.

“While we wish Todd well in his endeavors, we are pleased that David will be assuming the role of Acting CFO. David’s extensive experience and tenure at the company managing our financial resources make him a natural choice as Acting CFO to facilitate a smooth transition,” said H. Stewart Parker, President and Chief Executive Officer.

About Targeted Genetics
Targeted Genetics Corporation is a biotechnology company committed to the development and commercialization of innovative targeted molecular therapies for the prevention and treatment of inflammatory arthritis and other acquired and inherited diseases with significant unmet medical need. We use our considerable knowledge and capabilities in the development and manufacturing of gene delivery technologies to advance a diverse product development pipeline. Our product development efforts target inflammatory arthritis, AIDS prophylaxis,

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congestive heart failure, Huntington’s disease, and hyperlipidemia. To learn more about Targeted Genetics, visit our website at www.targetedgenetics.com.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995:
This release contains forward-looking statements regarding our business strategy, our product development, our personnel and other statements about our plans, objectives, intentions and expectations. In particular, the statements regarding the Company’s future plans are forward-looking statements. These statements, involve current expectations, forecasts of future events and other statements that are not historical facts. Inaccurate assumptions and known and unknown risks and uncertainties can affect the accuracy of forward-looking statements. Factors that could affect our actual results include, but are not limited to, the timing, nature and results of our clinical trials, potential development of alternative technologies or more effective products by competitors, our ability to obtain and maintain regulatory or institutional approvals, our ability to obtain, maintain and protect our intellectual property and our ability to raise capital when needed, as well as other risk factors described in the section entitled “Factors Affecting Our Operating Results, Our Business and Our Stock Price” in our Quarterly Report on Form 10-Q for the period ended June 30, 2005. You should not rely unduly on these forward-looking statements, which apply only as of the date of this release. We undertake no duty to publicly announce or report revisions to these statements as new information becomes available that may change our expectations.

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