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