EXHIBIT 10.1  









SUBSCRIPTION AGREEMENT 



	  	  	 	  	 







Targeted Genetics Corporation

1100 Olive Way 

Suite 100

Seattle, Washington 98101 



The undersigned (the
“Investor”) hereby confirms its agreement with you as follows: 



1.                         This
Subscription Agreement (this “Agreement”) is made as of
                    the date set forth below between Targeted Genetics Corporation, a
Washington                     corporation (the “Company”), and the
Investor.  



2.                         The
Company has authorized the sale and issuance to certain investors of up to
                    _________ shares (the “Shares”) of its Common Stock,
par value                     $.01 per share (the “Common Stock”),
subject to adjustment by                     the Company’s Board of Directors, or a
committee thereof, for a purchase                     price of $______ per share (the
“Purchase Price”).  



3.                         The
offering and sale of the Shares (the “Offering”) are being
                    made pursuant to an effective Registration Statement on Form S-3
(including the                     Prospectus contained therein (the “Base
Prospectus”), the                     “Registration Statement”)
filed by the Company with the                     Securities and Exchange Commission (the
“Commission”) and a                     Prospectus Supplement (the “Prospectus
Supplement”) containing                     certain supplemental information
regarding the Shares and terms of the Offering                     that will be filed
with the Commission and delivered to the Investor.  



4.                         The
Company and the Investor agree that the Investor will purchase from the
                    Company and the Company will issue and sell to the Investor the
Shares of Common                     Stock set forth below for the aggregate purchase
price set forth below. The                     Shares shall be purchased pursuant to the
Terms and Conditions for Purchase of                     Shares attached hereto as Annex
I and incorporated herein by this                     reference as if fully set forth
herein.  



5.                         The
manner of settlement of the Shares purchased by the Investor shall be
                    determined by such Investor as follows (check one):  



	[__]  	A.	  	Delivery by electronic book-entry at The Depository Trust Company                     (“DTC”),
registered in the Investor’s name and address as                     set forth
below, and released by Mellon Investor Services LLC, the                     Company’s
transfer agent (the “Transfer Agent”), to the
                    Investor at the Closing. NO LATER THAN ONE (1) BUSINESS DAY AFTER
THE                     EXECUTION OF THIS AGREEMENT BY THE INVESTOR AND THE
COMPANY, THE                     INVESTOR SHALL: 






	  	  	(I)  	  	DIRECT
THE BROKER-DEALER AT WHICH THE ACCOUNT OR ACCOUNTS TO BE CREDITED WITH THE SHARES ARE
MAINTAINED TO SET UP A DEPOSIT/WITHDRAWAL AT CUSTODIAN (“DWAC”)
INSTRUCTING THE TRANSFER AGENT TO CREDIT SUCH ACCOUNT OR ACCOUNTS WITH THE SHARES, AND  






	  	  	(II)  	  	REMIT
BY WIRE TRANSFER THE AMOUNT OF FUNDS EQUAL TO THE AGGREGATE PURCHASE PRICE FOR THE SHARES
BEING PURCHASED BY THE INVESTOR TO THE FOLLOWING ACCOUNT:  






	  	
THE CITIBANK PRIVATE BANK 

153 East 53rd Street 

New York, NY 10043 

ABA # 021-000-089 

Account Name: Targeted Genetics Corporation 

Account Number: 74684142 









































      –
OR – 



	[__]  	B.	  	Delivery versus payment (“DVP”) through DTC (i.e., the Company
                    shall deliver Shares registered in the Investor’s name and
address as set                     forth below and released by the Transfer Agent to the
Investor at the Closing                     directly to the account(s) at SG Cowen
Securities Corporation identified by the                     Investor and simultaneously
therewith payment shall be made from such account(s)                     to the Company
through DTC). NO LATER THAN ONE (1) BUSINESS DAY AFTER THE
                    EXECUTION OF THIS AGREEMENT BY THE INVESTOR AND THE COMPANY,
THE                     INVESTOR SHALL: 






	  	  	(I)  	  	NOTIFY
SG COWEN SECURITIES CORPORATION OF THE ACCOUNT OR ACCOUNTS AT SG COWEN
SECURITIES CORPORATION TO BE CREDITED WITH THE SHARES BEING PURCHASED BY
SUCH INVESTOR, AND  






	  	  	(II) 	  	CONFIRM THAT
THE ACCOUNT OR ACCOUNTS AT SG COWEN SECURITIES CORPORATION TO BE CREDITED WITH THE SHARES
BEING PURCHASED BY THE INVESTOR HAVE A MINIMUM BALANCE EQUAL TO THE AGGREGATE
PURCHASE PRICE FOR THE SHARES BEING PURCHASED BY THE INVESTOR.  






IT IS THE INVESTOR’S
RESPONSIBILITY TO (A) MAKE THE NECESSARY WIRE TRANSFER OR CONFIRM THE PROPER ACCOUNT
BALANCE IN A TIMELY MANNER AND (B) ARRANGE FOR SETTLEMENT BY WAY OF DWAC OR DVP IN A
TIMELY MANNER. IF THE INVESTOR DOES NOT DELIVER THE AGGREGATE PURCHASE PRICE FOR THE
SHARES OR DOES NOT MAKE PROPER ARRANGEMENTS FOR SETTLEMENT IN A TIMELY MANNER, THE SHARES
MAY NOT BE DELIVERED AT CLOSING TO THE INVESTOR OR THE INVESTOR MAY BE EXCLUDED FROM THE
CLOSING ALTOGETHER. 



     6.    
          The Investor represents that, except as set forth below, (a) it has had no
          position, office or other material relationship within the past three years with
          the Company or any of its affiliates and (b) it has no direct or indirect
          affiliation or association with any NASD member. Exceptions: 






______________________________________________________________________________________________


(If no exceptions, write “none.” If left blank, response will be deemed to be
“none.”) 



     7.    
          The Investor represents that it has received the final Base Prospectus, dated
          August 8, 2003, which is a part of the Company’s Registration Statement,
          prior to or in connection with the receipt of this Agreement. 




















-2- 










































Number of Shares: _____________________________________




Purchase Price Per Share:
$ _______________________________  




Aggregate Purchase Price: $
 ______________________________  



        Please
confirm that the foregoing correctly sets forth the agreement between us by signing in the
space provided below for that purpose. 







	  	
Dated as of:  ___________, 2004





________________________________________

INVESTOR




By: _____________________________________

Print Name: _______________________________  

Title: ____________________________________

Address: _________________________________

          
       
________________________________

          
       
________________________________
 










Agreed and Accepted

 this ___ day of ____________, 2004: 




TARGETED GENETICS
CORPORATION 




By:  __________________________________

Title:  _________________________________  










-3- 




































ANNEX I  




TERMS AND CONDITIONS
FOR PURCHASE OF SHARES 



            
1.    
          Authorization and Sale of the Shares. Subject to the terms and conditions
          of this Agreement, the Company has authorized the sale of the Shares. 




       2.     Agreement
to Sell and Purchase the Shares; Placement Agents.  



                2.1
    At the Closing (as defined in Section 3.1), the Company will sell to the Investor,
and the Investor will purchase from the Company, upon the terms and conditions set forth
herein, the number of Shares set forth on the last page of the Agreement to which these
Terms and Conditions for Purchase of Shares are attached as Annex I (the
“Signature Page”) for the aggregate purchase price therefor set forth on
the Signature Page. 



                2.2
    The Company proposes to enter into substantially this same form of Subscription Agreement
with certain other investors (the “Other Investors”) and expects to
complete sales of Shares to them. The Investor and the Other Investors are hereinafter
sometimes collectively referred to as the “Investors,” and this Agreement
and the Subscription Agreements executed by the Other Investors are hereinafter sometimes
collectively referred to as the “Agreements.” 



                2.3
    Investor acknowledges that the Company intends to pay SG Cowen Securities Corporation and
Roth Capital Partners, LLC (the “Placement Agents”) a fee (the
“Placement Fee”) in respect of the sale of Shares to the Investor. 



                2.4
    The Company has entered into a Placement Agent Agreement (the “Placement
Agreement”) with the Placement Agents that contains certain representations,
warranties, covenants and agreements of the Company that may be relied upon by the
Investor. A copy of the Placement Agreement is available upon request. 





       3.     Closings
and Delivery of the Shares and Funds.  




                3.1
  Closing.     The completion of the purchase and sale of the Shares (the
“Closing”) will occur at a place and time (the “Closing
Date”) to be specified by the Company and the Placement Agents, and of which the
Investors will be notified in advance by the Placement Agents. At the Closing, (a) the
Company will cause the Transfer Agent to deliver to the Investor the number of Shares set
forth on the Signature Page registered in the name of the Investor or, if so indicated on
the Stock Certificate Questionnaire attached hereto as Exhibit A, in the name of a
nominee designated by the Investor and (b) the aggregate purchase price for the Shares
being purchased by the Investor will be delivered by or on behalf of the Investor to the
Company. 



                3.2
  (a)     Conditions to the Company’s Obligations. The Company’s
obligation to issue the Shares to the Investor will be subject to the receipt by the
Company of the purchase price for the Shares being purchased hereunder as set forth on the
Signature Page and the accuracy of the representations and warranties made by the Investor
and the fulfillment of those undertakings of the Investor to be fulfilled prior to the
Closing Date. 



     
                    
     (b)    
          Conditions to the Investor’s Obligations. The Investor’s
          obligation to purchase the Shares will be subject to the accuracy of the
          representations and warranties made by the Company and the fulfillment of those
          undertakings of the Company to be fulfilled prior to the Closing Date,
          including, without limitation, those contained in the Placement Agreement
          (collectively, the “Company Closing Conditions”). The
          Investor’s obligations are expressly not conditioned on the purchase by any
          or all of the other Investors of the Shares that they have agreed to purchase
          from the Company. 





















-4- 




















                3.3     Delivery
of Funds.  




                
                (a)    Delivery
by Electronic Book-Entry at The Depository Trust Company. If the           Investor
elects to settle the Shares purchased by such Investor through delivery           by
electronic book-entry at DTC, no later than one (1) business day after
          the execution of this Agreement by the Investor and the Company,
          the Investor shall remit by wire transfer the amount of funds equal to the
          aggregate purchase price for the shares being purchased by the Investor to the
          following account designated by the Company and the Placement Agents pursuant
to           the terms of that certain Escrow Agreement (the “Escrow
          Agreement”) dated as of January ___, 2004, by and among the Company,
          the Placement Agents and Brown Raysman Millstein Felder & Steiner LLP (the
          “Escrow Agent”):  



	  	
THE CITIBANK PRIVATE BANK 

153 East 53rd Street 

New York, NY 10043 

ABA # 021-000-089 

Account Name: Targeted Genetics Corporation 

Account Number: 74684142 







                
                Such
funds  shall be held in escrow  until the Closing and  delivered  by the Escrow  Agent on
behalf of the Investors to the Company upon the satisfaction, in the sole judgment of the
Placement Agents, of the Company Closing Conditions. The Placement Agents shall have no
rights in or to any of the escrowed funds, unless the Placement Agents and the Escrow
Agent are notified in writing by the Company in connection with the Closing that a
portion of the escrowed funds shall be applied to the Placement Fee. The Company and the
Investor agree to indemnify and hold the Escrow Agent harmless from and against any and
all losses, costs, damages, expenses and claims (including, without limitation, court
costs and reasonable attorneys fees) (“Losses”) arising under this Section
3.3 or otherwise with respect to the funds held in escrow pursuant hereto or arising
under the Escrow Agreement, unless it is finally determined that such Losses resulted
directly from the willful misconduct or gross negligence of the Escrow Agent. Anything in
this Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be
liable for any special, indirect or consequential loss or damage of any kind whatsoever
(including but not limited to lost profits), even if the Escrow Agent has been advised of
the likelihood of such loss or damage and regardless of the form of action.  



                
                Investor
shall also furnish to the Placement Agents a completed W-9 form (or, in the case of an
Investor who is not a United States citizen or resident, a W-8 form). 




                
                Investor
 acknowledges  that the Escrow Agent acts as counsel to the  Placement  Agents,  and
shall have the right to continue to represent the Placement Agents, in any action,
proceeding, claim, litigation, dispute, arbitration or negotiation in connection with the
Offering, and Investor hereby consents thereto and waives any objection to the continued
representation of the Placement Agents by the Escrow Agent in connection therewith based
upon the services of the Escrow Agent under the Escrow Agreement, without waiving any
duty or obligation the Escrow Agent may have to any other person.  




                
                (b)       Delivery
Versus Payment through The Depository Trust Company. If the           Investor elects
to settle the Shares purchased by such Investor by delivery           versus payment
through DTC, no later than one (1) business day after the           execution of
this Agreement by the Investor and the Company, the           Investor
shall confirm that the account or accounts at SG Cowen Securities           Corporation
to be credited with the Shares being purchased by the Investor have           a minimum
balance equal to the aggregate purchase price for the Shares being           purchased by
the Investor.  





















-5- 







































                
3.4     Delivery
of Shares.  



     
                
                (a)       
          Delivery by Electronic Book-Entry at The Depository Trust Company. If the
          Investor elects to settle the Shares purchased by such Investor through delivery
          by electronic book-entry at DTC, no later than one (1) business day after
          the execution of this Agreement by the Investor and the Company,
          the Investor shall direct the broker-dealer at which the account or accounts to
          be credited with the Shares being purchased by such Investor are maintained,
          which broker/dealer shall be a DTC participant, to set up a Deposit/Withdrawal
          at Custodian (“DWAC”) instructing Mellon Investor Services LLC, the
          Company’s transfer agent, to credit such account or accounts with the
          Shares by means of an electronic book-entry delivery. Such DWAC shall indicate
          the settlement date for the deposit of the Shares, which date shall be provided
          to the Investor by the Placement Agents. Simultaneously with the delivery to the
          Company by the Escrow Agent of the funds held in escrow pursuant to Section
          3.3 above, the Company shall direct its transfer agent to credit the
          Investor’s account or accounts with the Shares pursuant to the information
          contained in the DWAC. 



     
                
                (b)       
          Delivery Versus Payment through The Depository Trust Company. If the
          Investor elects to settle the Shares purchased by such Investor by delivery
          versus payment through DTC, no later than one (1) business day after the
          execution of this Agreement by the Investor and the Company, the
          Investor shall notify SG Cowen Securities Corporation of the account or accounts
          at SG Cowen Securities Corporation to be credited with the Shares being
          purchased by such Investor. On the Closing Date, the Company shall deliver the
          Shares to the Investor directly to the account(s) at SG Cowen Securities
          Corporation identified by Investor and simultaneously therewith payment shall be
          made from such account(s) to the Company through DTC. 





       4.     Representations,
Warranties and Covenants of the Investor.  




                4.1     The Investor represents
and warrants to, and covenants with, the Company that (a) the Investor is knowledgeable,
sophisticated and experienced in making, and is qualified to make decisions with respect
to, investments in shares presenting an investment decision like that involved in the
purchase of the Shares, including investments in securities issued by the Company and
investments in comparable companies, and has requested, received, reviewed and considered
all information it deemed relevant in making an informed decision to purchase the Shares,
(b) the Investor has answered all questions on the Signature Page for use in preparation
of the Prospectus Supplement and the answers thereto are true and correct as of the date
hereof and will be true and correct as of the Closing Date, (c) the Investor, in
connection with its decision to purchase the number of Shares set forth on the Signature
Page, relied only upon the Base Prospectus, the Prospectus Supplement, the documents
incorporated therein by reference, and any representations and warranties of the Company
contained herein, and (d) the Investor is an “accredited investor” within the
meaning of Rule 501(a)(1), (2) or (3) under the Securities Act of 1933, as amended. 




                4.2     The Investor acknowledges,
represents and agrees that no action has been or will be taken in any jurisdiction outside
the United States by the Company or any Placement Agent that would permit an offering of
the Shares, or possession or distribution of offering materials in connection with the
issue of the Shares in any jurisdiction outside the United States where action for that
purpose is required. Each Investor outside the United States will comply with all
applicable laws and regulations in each foreign jurisdiction in which it purchases,
offers, sells or delivers Shares or has in its possession or distributes any offering
material, in all cases at its own expense. The Placement Agents are not authorized to make
and have not made any representation or use any information in connection with the issue,
placement, purchase and sale of the Shares, except as set forth or incorporated by
reference in the Base Prospectus or the Prospectus Supplement. 




                4.3     The Investor further
represents and warrants to, and covenants with, the Company that (a) the Investor has full
right, power, authority and capacity to enter into this Agreement and to consummate the
transactions contemplated hereby and has taken all necessary action to authorize the
execution, delivery and performance of this Agreement, and (b) this Agreement constitutes
a valid and binding obligation of the Investor 



















-6- 









































enforceable  against the Investor in accordance with its terms, except as enforceability may be
limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors’ and
contracting parties’ rights generally and except as enforceability may be subject to
general principles of equity (regardless of whether such enforceability is considered in a
proceeding in equity or at law) and except as the indemnification agreements of the
Investors herein may be legally unenforceable. 




                4.4
    The Investor understands
that nothing in this Agreement or any other materials presented to the Investor in
connection with the purchase and sale of the Shares constitutes legal, tax or investment
advice. The Investor has consulted such legal, tax and investment advisors as it, in its
sole discretion, has deemed necessary or appropriate in connection with its purchase of
Shares. 





                4.5     The Investor represents,
warrants and agrees that it has not engaged in any short selling of the Company’s
securities, or established or increased any “put equivalent position” as defined
in Rule 16(a)-1(h) under the Securities Exchange Act of 1934 with respect to the
Company’s securities, within the past 10 trading days. 



     
       5.    
          Survival of Representations, Warranties and Agreements. Notwithstanding
          any investigation made by any party to this Agreement or by the Placement
          Agents, all covenants, agreements, representations and warranties made by the
          Company and the Investor herein will survive the execution of this Agreement,
          the delivery to the Investor of the Shares being purchased and the payment
          therefor. 



            6.    
          Notices. All notices, requests, consents and other communications
          hereunder will be in writing, will be mailed (a) if within the domestic United
          States by first-class registered or certified airmail, or nationally recognized
          overnight express courier, postage prepaid, or by facsimile or (b) if delivered
          from outside the United States, by International Federal Express or facsimile,
          and will be deemed given (i) if delivered by first-class registered or certified
          mail domestic, three business days after so mailed, (ii) if delivered by
          nationally recognized overnight carrier, one business day after so mailed, (iii)
          if delivered by International Federal Express, two business days after so
          mailed, (iv) if delivered by facsimile, upon electric confirmation of receipt
          and will be delivered as addressed as follows: 



	  	  	  	(a)  	  	if
to the Company, to:  






	  	
Targeted Genetics Corporation

1100 Olive Way

Suite 100

Seattle, Washington 98101

Attention:  Todd E. Simpson

Phone: 206-623-7612

Telecopy: 206-623-7064




with a copy to: 



Dorsey & Whitney LLP 

1420 Fifth Avenue 

Suite 3400 

Seattle, Washington 98101 

Attention: Kimberley R. Anderson 

Phone: 206-903-8803 

Telecopy: 206-903-8820 








            
              
              (b)    
          if to the Investor, at its address on the Signature Page hereto, or at such
          other address or addresses as may have been furnished to the Company in writing. 






















-7- 










































            7.    
          Changes. This Agreement may not be modified or amended except pursuant to
          an instrument in writing signed by the Company and the Investor. 



            8.    
          Headings. The headings of the various sections of this Agreement have
          been inserted for convenience of reference only and will not be deemed to be
          part of this Agreement. 



            9.    
          Severability. In case any provision contained in this Agreement should be
          invalid, illegal or unenforceable in any respect, the validity, legality and
          enforceability of the remaining provisions contained herein will not in any way
          be affected or impaired thereby. 



            10.    
          Governing Law. This Agreement will be governed by, and construed in
          accordance with, the internal laws of the State of New York, without giving
          effect to the principles of conflicts of law that would require the application
          of the laws of any other jurisdiction. 



            11.    
          Counterparts. This Agreement may be executed in two or more counterparts,
          each of which will constitute an original, but all of which, when taken
          together, will constitute but one instrument, and will become effective when one
          or more counterparts have been signed by each party hereto and delivered to the
          other parties. 






-8- 













EXHIBIT A 




TARGETED GENETICS
CORPORATION 




STOCK CERTIFICATE
QUESTIONNAIRE 



        Pursuant
to Section 3 of Annex I to the Agreement, please provide us with the following
information: 






          	1. 	
               The exact name that your Shares are to be registered in (this is the name that
               will appear on your stock certificate(s)). You may use a nominee name if
               appropriate: 	
                   
            
            
             



               






          	2. 	
               The relationship between the Investor and the registered holder listed in
               response to item 1 above:	
                   
            
            
             



               




          	3. 	
               The mailing address of the registered holder listed in response to item 1 above: 	
                   
            
            
             



               






          	4. 	
               The Social Security Number or Tax Identification Number of the registered holder
               listed in the response to item 1 above:	
                   
            
            
             



               




          	5. 	
               Name of DTC Participant (broker-dealer at which the account or accounts to be
               credited with the Shares are maintained)	
                   
            
            
             



               






          	6. 	
DTC Participant Number 	
                   
            
            
             



               




          	7. 	
Name of Account at DTC Participant being credited with the Shares 	
                   
            
            
             



               






          	8. 	
Account Number at DTC Participant being credited with the Shares