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)            October 27, 2006

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):

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

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

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

¨ 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.

On October 27, 2006, Targeted Genetics Corporation and the Children’s Hospital of Philadelphia, or CHOP, entered into an amendment, or the Amendment, to the Agreement under an NIH Prime Award, dated February 8, 2006, between CHOP and Targeted Genetics, or the Agreement. The Agreement was previously filed as Exhibit 10.36 to Targeted Genetics’ Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2006.

Under the terms of the Amendment, the period of performance of the Agreement was extended to include the period from August 31, 2006 through August 30, 2007, or the Extended Performance Period. In addition, additional costs of $5,707,854 were authorized for Extended Performance Period and the total budget for the Extended Performance Period was capped at $8,794,877.

The Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

10.1 Amendment, dated October 27, 2006, to the Agreement under an NIH Prime Award, dated February 8, 2006, between the Children’s Hospital of Philadelphia and Targeted Genetics Corporation

SIGNATURES

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

TARGETED GENETICS CORPORATION
By:	/s/ DAVID J. POSTON
	David J. Poston
	Vice President, Finance and Chief Financial Officer

Dated: November 1, 2006

INDEX TO EXHIBITS

10.1 Amendment, dated October 27, 2006, to the Agreement under an NIH Prime Award, dated February 8, 2006, between the Children’s Hospital of Philadelphia and Targeted Genetics Corporation

EX-10.1

The Children’s Hospital of Philadelphia Joseph Stokes, Jr., Research Institute Department of Sponsored Projects 3615 Civic Center Blvd. ARC 142 Philadelphia, PA 19104-4318 Phone 267.426.0122

CHOP Reference No. 22852-02-01

MODIFICATION OF AGREEMENT

Modification of the Subcontract Agreement with the Targeted Genetics Corporation under the National Institute of Health Contract Award # HHSN2662005000008C, for support of a project entitled “HIV Vaccine Design and Development Teams”, with Dr. Philip Johnson serving as the Principal Investigator for CHOP and Drs. Barrie Carter and Pervin Anklesaria serving as the Project Directors for the Subawardee.

Modification # 1

This modification changed the following paragraphs as detailed below:

Article 2 Period of Performance.	Add new period of performance: 8/31/06 to 8/30/07
Article 4.1 Estimated Costs	Authorize additional costs for new year. Total costs for the new performance period are amended from $3,087,023 to add $5,707,854 for Year-2 shall not exceed $8,794,877 as detailed in new Attachment A.
All other terms and conditions remain unchanged.

CHOP Organizational Official		Targeted Genetics Corporation Organizational Official
Name:	Sara Dubberly	Name:	Barrie Carter
Title:	Director, Dept. of Sponsored Projects	Title:	Senior Executive Vice President and Chief Scientific Officer
Institution:	The Children's Hospital of Philadelphia	Institution:	Targeted Genetics Corporation
	The Joseph Stokes Jr. Research Institute
Address:	3615 Civic Center Boulevard	Address:	1100 Olive Way, Suite 100
City, State:	Philadelphia, PA	City, State:	Seattle, WA
Zip:	19104-4318	Zip:	98101
Signature:	/s/ Sara Dubberly	Signature:	/s/ Barrie Carter
Date:	October 27, 2006	Date:	October 19, 2006

The Children’s Hospital of Philadelphia

The Children’s Hospital of Philadelphia Joseph Stokes, Jr., Research Institute Department of Sponsored Projects 3615 Civic Center Blvd. ARC 142 Philadelphia, PA 19104-4318 Phone 267.426.0122

ATTACHMENT A

		Budget
Total Costs	$	8,794,877

The Children’s Hospital of Philadelphia