***Certain
                confidential information contained in this document, marked by brackets,
                has been omitted and filed with the Securities and Exchange Commission
                pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
                amended.**




**LICENSE
      AGREEMENT**




THIS
      AGREEMENT (the “Agreement”) is made and is effective December 5, 2006, (the
“Effective Date”) by and between Targeted Genetics Corporation, a corporation
      having a principal place of business at 1100 Olive Way, Suite 100, Seattle,
      Washington 98101 (“TGC”), and Amsterdam Molecular Therapeutics B.V. (“AMT”), a
      corporation having a principal place of business at Meibergdreef 61, 1100 DA
      Amsterdam, The Netherlands.




**RECITALS**




WHEREAS,
      TGC has exclusively licensed the Licensed Patent Rights (relating to an AAV1
      Vector gene delivery system) from the University of Pennsylvania as part of
      a
      license agreement entered into between TGC and the University of Pennsylvania
      (“UPenn”) with the effective date of June 1, 2002 (“UPenn Agreement”).




WHEREAS,
      AMT is developing an AAV1 product to treat LPL type 1 and LPL type 5 deficiency
      that requires a license to the Licensed Patent Rights and therefore seeks a
      license to the Licensed Patent Rights in the Field, as such terms are defined
      herein; and




WHEREAS,
      TGC is willing to grant such a license on the terms set forth herein and the
      University of Pennsylvania is willing to acknowledge such grant of a sublicense.




NOW
      THEREFORE, the parties agree as follows:




**1.** **DEFINITIONS**




1.1  “AAV1
      Vector” means the adeno-associated virus serotype 1 vector technology which
      includes without limitation the AAV serotype 1 rep, cap, and ITR sequences
      and
      proteins whether utilized in whole or in part to deliver therapeutic genes
      into
      cells, and which is the subject of the Licensed Patent Rights




1.2  “Affiliate”
      means any company or other legal entity other than AMT in whatever country
      organized, controlling, controlled by or under common control with AMT. The
      term
“control” means possession, direct or indirect, of the powers to direct, cause
      or significantly influence the direction of the management and policies of
      the
      company or entity in question, whether through the ownership of voting
      securities, by contract or otherwise.




1.3  “Federal
      Government Interest” means the rights of the United States Government under
      Public Laws 96-517, 97-256 and 98-620, codified at 35 U.S.C. 200-212, and any
      regulations issued thereunder, as such statute or regulations may be amended
      from time to time hereafter.









1.4  “Field”
      means treatment of LPL deficiency type 1 and LPL deficiency type 5 by in vivo
      gene therapy utilizing an AAV1 Vector encoding the LPL gene.




1.5  “Included
      CIPs” has the meaning given in Paragraph 1.9.




1.6  “License”
      has the meaning given in Paragraph 2.1.




1.7  “LPL”
      means Lipoprotein Lipase.




1.8  “Licensed
      Patent Rights” means rights to any subject matter described or claimed in U.S.
      Patent Nos. 6,759,237 and 7,105,345;and all foreign counterparts including
      all
      continuations, divisionals, and any continuation-in-part applications, to the
      extent that such continuation-in- part (or any continuation or divisional
      thereof) has claims directed to subject matter enabled and described in U.S.
      Patent Nos. 6.759,237 and 7,105,345 and such claims are necessary or relevant
      for the Field ( collectively, “Included CIPs”); any patents issuing on said
      applications, continuing applications, divisional applications, including
      reissues and reexaminations thereof, and any foreign applications or patents
      corresponding directly thereto.




1.9  “Licensed
      Product” means a product in the Field that, absent the License, would in the
      country of sale infringe any Valid Claim within the Licensed Patent Rights
      in
      such country.




1.10  “Net
      Sales” means **[*]** .




1.11  “Person”
      means an individual, sole proprietorship, partnership, limited partnership,
      limited liability partnership, corporation, limited liability company, business
      trust, joint stock company, trust, unincorporated association, joint venture,
      or
      other similar entity or organization, including without limitation, a government
      or political subdivision, department or agency of a government.




1.12  “Royalties”
      has the meaning given in Paragraph 4.1.




1.13  “Third
      Party” means any Person other than AMT, TGC or any of their respective
      Affiliates.




1.14  “Valid
      Claim” means




i)
            a
                  claim of an issued and unexpired patent included within Licensed
                  Patent
                  Rights, which has not been held permanently revoked, unenforceable
                  or
                  invalid by a decision of a court or other governmental agency of
                  competent
                  jurisdiction, unappealable or un-appealed within the time allowed
                  for
                  appeal, and which has not been admitted to be invalid or unenforceable
                  through reissue or disclaimer or otherwise;
                  or




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ii)
            a
                claim of a pending patent application included within Licensed Patent
                Rights which claim was filed and is being prosecuted in good faith
                and has
                not been abandoned or finally disallowed without the possibility
                of appeal
                or refiling of the application, provided that no more than [eight
                (8)]
                years have passed since the earliest priority date for such
                application.




**2.** **GRANT**




2.1  TGC
      grants to AMT a non-exclusive, non-sublicensable license under the Licensed
      Patent Rights in each country of the world where there are Valid Claims of
      Licensed Patent Rights, to make, have made, develop, use, sell, offer to sell
      and import Licensed Products (the “License”).




2.2  AMT
      acknowledges that in accordance with the Federal Government Interest, the United
      States government retains certain rights in intellectual property funded in
      whole or part under any contract, grant or similar agreement with a Federal
      agency, including but not limited to the requirement that Licensed Products
      subject to sale in the United States must be substantially manufactured in
      the
      United States. The license grant of this Article 2 is expressly subject to
      all
      of such rights.




2.3  UPenn
      retains the reserved right to use, and to permit other for-profit or nonprofit
      organizations to use, the Licensed Patent Rights strictly for educational and
      for research purposes. Any such rights of U Penn or a third party to practice
      the Licensed Patent Rights for educational or research purposes shall be
      royalty-free.




**3.** **CONSIDERATION
      AND MAINTENANCE FEES**




3.1  Upon
      signing this Agreement, AMT shall pay to TGC a $1,750,000 fee in consideration
      of the License.




3.2  Upon
      the
      first anniversary of the Effective Date and upon each anniversary during the
      Term thereafter, AMT shall pay to TGC a $ **[*]** maintenance fee for maintenance of the License.




**4.** **ROYALTIES
      AND PAYMENTS**




4.1  AMT
      shall
      pay to TGC earned royalties based on Net Sales (“Royalties”) in the amount of:
      (i) **[*]** percent
      ( **[*]** %)
      of the
      Net Sales of Licensed Products if cumulative Net Sales are less than
      $ **[*]** ,
      or (ii) **[*]** percent
      ( **[*]** %)
      of the
      Net Sales of Licensed Products if cumulative Net Sales are equal to or greater
      than $ **[*]** but less
      than $ **[*]** ,
      or
      (iii) **[*]** percent
      ( **[*]** %)
      of Net
      Sales of Licensed Products if cumulative Net Sales are $ **[*]** or more. **[*]**  The
      Net
      Sales thresholds in such section (i)-(iii) will be applied separately to each
      distinct Licensed Product, but where the same Licensed Product is packaged
      or
      labeled differently in different nations, or otherwise to accommodate the same
      to different markets or indications, the Net Sales thereof in all such nations,
      markets and indications shall be aggregated.




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4.2  In
      addition to the Royalties and other payments set forth herein, AMT shall pay
      TGC
      the following “Milestone Payments.” For the purposes of this Agreement, the
      human clinical trial designations of phase I, phase II, phase III, and Biologic
      License Application, or BLA, while referring to United States Food and Drug
      Administration shall also be construed to mean any such jurisdiction the
      equivalent designation applied to clinical trial and drug development of similar
      status by the appropriate foreign governmental health regulatory agency. **[*]** :




**Section**
            
            **Milestone**
            
            **Milestone
                Payments**4.2.1
            
            **[*]**
            
            $**[*]**4.2.2
            
            **[*]**
            
            $**[*]**4.2.3
            
            **[*]**
            
            $**[*]**4.2.4
            
            **[*]**
            
            $**[*]**4.2.5
            
            **[*]**
            
            $**[*]**




4.3  Royalties
      accruing to TGC shall be paid to TGC on a quarterly basis. Each such payment
      will be for royalties which accrued within the most recently completed calendar
      quarter and payment shall be made by AMT within thirty (30) days of the end
      of
      such calendar quarter.




4.4  Milestone
      Payments shall be paid to TGC within thirty (30) days of
      achievement.




4.5  Royalty
      or Milestone Amounts that are not paid when due shall accrue interest from
      the
      due date until paid, at a rate equal to one and one quarter percent (1.25%)
      per
      month (or the maximum allowed by law, if less).




4.6  AMT
      must
      maintain complete and accurate books and records which enable the Royalties,
      fees, and payments payable under this Agreement to be verified. The records
      for
      each calendar quarter must be maintained for three (3) years after the
      submission of each report under Article 4. Upon reasonable prior written notice
      to AMT from TGC, AMT shall permit a certified public accountant or a person
      possessing similar professional status and associated with an independent
      accounting firm reasonably acceptable to AMT to inspect all books and records
      relating to the sales of Licensed Products by AMT as necessary to verify the
      same. Access to these books and records pertaining to Net Sales must be made
      available no more than once each calendar year for each Licensed Product, during
      normal business hours, and once each year for each Licensed Product during
      each
      of the three (3) years after expiration or termination of this Agreement. The
      accounting firm shall enter into appropriate obligations with AMT to treat
      all
      information it receives during its inspection in confidence. The accounting
      firm
      shall disclose to the parties only whether such books and records are correct
      and details concerning any discrepancies, but no other information shall be
      disclosed to TGC. The charges of the accounting firm shall be paid by TCG,
      except if a review or audit of such books and records of AMT determines that
      AMT
      has underpaid royalties on Licensed Products by five percent (5%) or more then
      AMT must pay the charges of the accounting firm in connection with such review
      or audit. Notwithstanding the foregoing, AMT agrees to conduct, at its expense,
      an independent audit of sales and Royalties with respect to a Licensed Product
      at least every two (2) years once annual sales of such Licensed Product are
      greater than five million dollars ($5,000,000) per annum. The audit shall
      address, at a minimum, the amount of gross sales by or on behalf of AMT during
      the audit period, the amount of funds owed to TGC under this Agreement, and
      whether the amount owed has been paid to TGC and is reflected in the records
      of
      the AMT. A report by the auditors shall be submitted promptly to TGC upon
      completion.




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4.7  In
      the
      event that any patent or any claim thereof included within the Licensed Patent
      Rights shall be held invalid or unenforceable in a final decision by a court
      of
      competent jurisdiction from which no appeal has or can be taken, any and all
      obligation to pay Royalties based solely on such patent or claim shall cease
      as
      of the date of such final decision.




4.8  Any
      component of Net Sales denominated in currencies other than U.S. Dollars shall
      be converted into U.S. Dollars in accordance with the provisions of this
      paragraph, and reported in U.S. Dollars. All payments required under this
      Agreement from time to time shall be made in U.S. Dollars. Any currency
      conversions shall be made using the average quarterly exchange rates published
      regularly by Citibank, New York, or its successor. The average will be
      calculated by summing the exchange rates for the final business day of each
      of
      the three (3) months in the applicable calendar quarter and dividing by three
      (3). All currency conversions will be calculated to an accuracy of three (3)
      digits after the decimal point.




**5.** **PATENT
      FILING, PROSECUTION AND MAINTENANCE**




5.1  As
      between the parties, TGC shall have the responsibility for the preparation,
      filing, prosecution and maintenance of the Licensed Patent Rights in the United
      States and foreign countries for which patent protection has been sought. TGC
      shall maintain the Licensed Patent Rights in all territories for the maximum
      time period permitted by applicable law, including by timely paying all
      applicable maintenance fees and diligently prosecuting any patent applications
      and diligently defending any Third Party challenges to validity or
      enforceability.




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**6.** **PATENT
      INFRINGEMENT**




6.1  In
      the
      event that AMT
      learns of the infringement of any Licensed Patent Rights by the manufacture,
      use
      or sale of a product in the Field, AMT shall so inform TGC in writing and shall
      provide TGC with reasonable evidence of such infringement.




6.2  As
      between the parties, TGC shall have the first right but not the obligation
      to
      prosecute such infringement of the Licensed Patent Rights. In the event such
      infringement relates specifically to the manufacture, use or sale of a product
      in the Field, AMT shall have the right but not the obligation to participate
      in
      such infringement litigation and be represented by counsel of its choice at
      its
      own expense. In the event TGC notifies AMT that it will not bring such action
      as
      it relates specifically to the manufacture, use or sale of a product in the
      Field, AMT at it is own expense shall have the right to bring such action and
      shall cause TGC to be joined in such action in jurisdictions where it is
      necessary for TGC to be named in order for AMT to have standing in such
      infringement litigations; provided, however, that AMT shall allow TGC to
      participate and be represented by counsel of its own choice at AMT’s sole
      expense. AMT shall not nor shall AMT cause TGC to settle or compromise any
      such
      suit in a manner that imposes any obligations or restrictions on TGC or grants
      any License Patent Rights without TGC’s written permission.




6.3  Each
      party shall, at the request and expense of the party initiating such suit,
      cooperate in all respects, including being joined as a named party, and, to
      the
      extent possible, have its employees testify when requested and make available
      relevant records, papers, information, samples, specimens, and the like. No
      such
      suit shall be settled by a party in any manner which diminishes the rights
      of
      the other party hereto under this Agreement without the written agreement of
      both parties.




6.4  Any
      legal
      action against a third party under this Section 6 shall be at the expense of
      the
      party on account of whom suit is brought and recoveries recovered thereby shall
      first be allocated to reimburse the expenses of the parties on a pro rata basis,
      after which, when the infringement relates to the manufacture, use or sale
      of a
      product in the Field,, any remaining recoveries shall belong to AMT and AMT
      shall pay TGC royalty amounts set forth in Section 4 on such remaining
      recoveries as if such recoveries were Net Sales.




**7.** **REPORTING**




7.1  AMT will
      make quarterly royalty reports to TGC on or before each January 30, April 30,
      July 30 and October 30 of each year (i.e., within thirty (30) days from the
      end
      of each calendar quarter) and certified by the chief financial officer of AMT.
      Each such royalty report will cover AMT’s most recently completed calendar
      quarter and will show: (a) the gross sales and Net Sales of Licensed Products
      sold by AMT during the most recently completed calendar quarter, including
      (i)
      all amounts invoiced, billed, or received; and (ii) the number of units and
      the
      country of sale; and (b) the Royalties payable hereunder with respect to such.
      If no sales of Licensed Products have been made during any reporting period,
      a
      statement to this effect shall be provided by AMT to TGC.




7.2  Progress
      Reports.




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7.2.1  AMT
      will
      provide TGC with a written plan relating to AMT’s development in the Field (the
“Development Plan”) within thirty (30) days after the signing of this Agreement
      by both parties. The Development Plan will outline the disease indications,
      patient populations to be addressed, publicly available information on
      competition and estimates of development timelines for AMT’s products in the
      Field. The Development Plan will separately address activities applicable to
      each Licensed Product.





7.2.2  At
      or
      within thirty (30) days following each anniversary of the Effective Date, AMT
      will provide TGC with a written progress report that describes any progress
      made
      against the Development Plan (as supplemented by progress reports, where
      applicable) submitted a year earlier and plans for development in the coming
      year. AMT shall also notify TGC within thirty (30) days of the first commercial
      sale of any Licensed Product.





7.2.3  AMT
      will
      provide TGC with audited financial statements, produced by a certified public
      accounting firm, ninety (90) days following the end of each of AMT’s fiscal
      years, as well as a copy of any management letter recommendations submitted
      by
      the auditors.





7.2.4  Where
      applicable AMT will provide TGC with copies of reports such as Form 10-K and
      Form 10-Q filings made to the United States Securities and Exchange Commission
      or other similar regulatory agency outside of the United States.





7.2.5  TGC
      shall
      keep the Development Plan, all such progress reports, financial statements
      and
      any other information AMT provided to TCG under this Section 7 confidential,
      other than the provision of such reports to the University of Pennsylvania
      as
      required under the UPenn Agreement, for five (5) years or until the time, if
      any, of the first commercial sale of any Licensed Product(s).




**8.** **TERM
      OF THE AGREEMENT**




8.1  Unless
      otherwise terminated in accordance with the terms of this Agreement, this
      Agreement shall be in force from the Effective Date until the last to expire
      Valid Claim of Licensed Patent Rights (the “Term”).




8.2  Any
      termination of this Agreement shall not affect the rights and obligations set
      forth in the following Articles:





Article
      6.4 Allocation of Patent Infringement Recovery


Article
      11.2 Disposition of Licensed Products on Hand upon Termination


Article
      13 Use of Names and Trademarks


Article
      15 Indemnification


Article
      20 Failure to Perform


Article
      21 Governing Law




**9.** **TERMINATION
      BY TGC**




9.1  If AMT
      violates or fails to pay Royalties, Milestone Payments or fees under Articles
      3
      or 4, or (ii) breaches or fails to perform, or has any other default, under
      any
      contractual obligation of AMT to TGC and fails to repair any default in Sections
      9.1(i) or 9.1(ii) within thirty (30) days after receipt of such notice of
      breach, TGC shall have the right to terminate this Agreement by a second written
      notice (“Notice of Termination”) to AMT. If a Notice of Termination is sent to
      AMT, this Agreement shall terminate fifteen (15) days after receipt of such
      notice unless other terms are mutually agreed upon.




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9.2  If
      AMT
      shall cease its operations other than in connection with a reorganization of
      its
      business in connection with a redomociliation or other corporate event unrelated
      to the solvency of AMT, become bankrupt or insolvent, apply for or consent
      to
      the appointment of a trustee, receiver or liquidator of its assets or seek
      relief under any law for the aid of debtors then TGC shall have the right to
      terminate the License.




**10.** **TERMINATION
      BY AMT**




10.1  AMT
      shall
      have the right to terminate this Agreement at any time, effective sixty (60)
      days after receipt by TGC of a written notice of termination delivered pursuant
      to this section.




10.2  AMT
      may
      terminate this Agreement with immediate effect by giving written notice to
      TGC,
      if TGC ceases its operations, becomes insolvent, applies for or consents to
      the
      appointment of a trustee, receiver or liquidator of its assets, or seeks relief
      under any law for the aid of debtors. If TGC violates or fails to perform any
      material term or covenant of this Agreement, then AMT may give written notice
      of
      such default (“Notice of Default”) to TGC. If TGC fails to repair such default
      within thirty (30) days after receipt of such Notice of Default, AMT shall
      have
      the right to terminate this Agreement by a Notice of Termination to TGC,
      effective immediately.




**11.** **EFFECT
      OF TERMINATION, DISPOSITION OF LICENSED PRODUCTS UPON
      TERMINATION**




11.1  Effect
      of Termination .
      Upon
      the termination of this Agreement, except pursuant to Paragraph 10.2, the
      License granted by TGC to AMT hereunder shall revert to TGC.




11.2  Upon
      termination of this Agreement for any reason, except pursuant to Paragraph
      10.2,
      AMT shall have the right to dispose of all previously made or partially made
      Licensed Products, within a period of three (3) months; provided, however,
      that
      the sale of such Licensed Products shall be subject to the terms of this
      Agreement including, but not limited to, the payment of Royalties at the rate
      and at the time provided herein and the rendering of reports.




11.3  Upon
      termination of this Agreement for any reason, except pursuant to Paragraph
      10.2,
      AMT shall pay, within thirty (30) days to TGC, pursuant to Section 3 and 4,
      any
      and all amounts due within sixty (60) days of receipt by TGC of a notice of
      termination from AMT.




11.4  Upon
      the
      termination of this Agreement pursuant to Paragraph 10.2 or the termination
      of
      the UPenn Agreement, TGC’s rights hereunder shall be assigned directly to the
      UPenn and shall remain in full force and effect under the terms hereof; and,
      provided that AMT is not in material breach of this Agreement, the rights and
      obligations of AMT herein (including but not limited to the License) shall
      continue in full force and effect without expansion, restriction, inhibition
      or
      diminution; provided that **[*]** .




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11.5  Nothing
      herein shall constitute a waiver of either party's right to seek damages in
      the
      event of a material breach of this Agreement by the other party.




**12.** **PATENT
      MARKING**




12.1  AMT
      agrees to mark all Licensed Products made, used or sold under the terms of
      this
      Agreement, or their containers, in accordance with the applicable patent marking
      laws.




**13.** **USE
      OF NAMES AND TRADEMARKS**




13.1  Unless
      required by law, nothing contained in this Agreement shall be construed as
      conferring any right to use in advertising, publicity, or other promotional
      activities any name, trade name, trademark, or other designation of either
      party
      hereto or the UPenn (including any contraction or abbreviation of the
      foregoing).




13.2  Unless
      required by law, neither party shall disclose, at any time, the financial terms
      or events upon which financial obligations are triggered in the License, save
      that TGC and AMT shall have the right to do so (i) to the extent such disclosure
      is required in publicly filed financial statements or other public statements
      under rules governing a stock exchange (e.g., the rules of the United States
      Securities and Exchange Commission, NASDAQ, NYSE, Amsterdam, UKLA or any other
      stock exchange on which securities issued by either Party may be listed); and
      (ii) to its actual or potential investment bankers; (iii) to existing and
      potential investors in connection with an offering or placement of securities
      for purposes of obtaining financing for its business and to actual and
      prospective lenders for the purpose of obtaining financing for its business;
      and
      (iv) to a bona fide potential acquiror or merger partner for the purposes of
      evaluating entering into a merger or acquisition, provided, however, any such
      persons must be obligated to hold in confidence and not make use of such
      confidential information for any purpose. A press release acknowledging the
      grant of the License by TGC to AMT shall be publicly disclosed by either or
      both
      parties, only upon mutual agreement of the text of such release by both parties.




**14.** **REPRESENTATIONS,
      WARRANTIES AND COVENANTS**




14.1  Each
      party hereby represents, warrants, and covenants to the other party as of the
      Effective Date as follows:




i)  such
      party (i) has the power and authority and the legal right to enter into this
      Agreement and perform its obligations hereunder, and (ii) has taken all
      necessary action on its part required to authorize the execution and delivery
      of
      this Agreement and the performance of its obligations hereunder. This Agreement
      has been duly executed and delivered on behalf of such party and constitutes
      a
      legal, valid, binding obligation of such party and is enforceable against it
      in
      accordance with its terms;




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ii)  such
      party is not aware of any pending or threatened litigation (and has not received
      any communication) that alleges that such party’s activities related to this
      Agreement have violated, or that by conducting the activities as contemplated
      herein such party would violate, any of the intellectual property rights of
      any
      other Person;




iii)  all
      necessary consents, approvals and authorizations of all governmental authorities
      and other Persons or entities required to be obtained by such party in
      connection with this Agreement have been obtained; and




14.2  TGC
      hereby represents, warrants, and covenants to AMT
      as of
      the Effective Date that TGC is the exclusive licensee of the Licensed Patent
      Rights. During the term of this Agreement, TGC shall use its best efforts not
      to
      encumber or diminish the rights granted to AMT hereunder, including, without
      limitation, by not committing any acts or permitting the occurrence of any
      omissions that would cause the breach or termination of the UPenn Agreement.
      TGC
      shall promptly provide AMT with notice of any alleged breach or termination
      of
      the UPenn Agreement. As of the date hereof, TGC is not in breach of the UPenn
      Agreement, and it is in full force and effect.




**15.** **DISCLAIMER
      OF WARRANTY; INDEMNIFICATION**




15.1  THE
      LICENSED PATENT RIGHTS AND LICENSED PRODUCTS ARE PROVIDED ON AN “AS IS” BASIS
      AND TGC MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT
      THERETO. BY WAY OF EXAMPLE BUT NOT OF LIMITATION, TGC MAKES NO REPRESENTATION
      OR
      WARRANTY: (i) OF COMMERCIAL UTILITY; (ii) OF MERCHANTABILITY OR FITNESS FOR
      A
      PARTICULAR PURPOSE; OR (iii) THAT THE USE OF THE LICENSED PATENT RIGHTS AND
      LICENSED PRODUCTS UNDER THIS AGREEMENT WILL NOT INFRINGE ANY PATENT, COPYRIGHT
      OR TRADEMARK OR OTHER PROPRIETARY OR PROPERTY RIGHTS OF OTHERS. TGC SHALL NOT
      BE
      LIABLE TO AMT OR ANY THIRD PARTY WITH RESPECT TO: ANY CLAIM ARISING FROM THE
      USE
      OF THE LICENSED PATENT RIGHTS AND LICENSED PRODUCTS LICENSED UNDER THIS
      AGREEMENT OR FROM THE MANUFACTURE, USE OR SALE OF LICENSED PRODUCTS; OR ANY
      CLAIM FOR LOSS OF PROFITS, LOSS OR INTERRUPTION OF BUSINESS, OR FOR INDIRECT,
      SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND.




15.2  AMT
      will
      defend, indemnify and hold harmless TGC and its trustees, officers, agents
      and
      employees and UPenn and its trustees, officers, agents and employees both
      collectively and severally (individually, an “ Indemnified
      Party ”,
      and
      collectively, the “ Indemnified
      Parties ”),
      from
      and against any and all liability, loss, damage, action, claim or expense
      suffered or incurred by the Indemnified Parties (including attorney’s fees)
      (individually, a “ Liability ”,
      and
      collectively, the “ Liabilities ”)
      that
      results from or arises out of (a) the development, use, manufacture, promotion,
      sale or other disposition of any Licensed Product by AMT or its collaborators
      or
      distributors; and (b) any breach by AMT of any covenant or agreement contained
      in this Agreement; and (c) the enforcement by an Indemnified Party of its rights
      under this Section. . Without limiting the foregoing, AMT will defend, indemnify
      and hold harmless the Indemnified Parties from and against any Liabilities
      resulting from:




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15.2.1  any
      product liability or other claim of any kind related to the use by a third
      party
      of a Licensed Product that was manufactured, sold or otherwise disposed of
      by
      AMT, or its collaborators or distributors, pursuant to and within the scope
      of
      such relationships;




15.2.2  a
      claim
      by a third party that the use by AMT or its collaborators or distributors,
      pursuant to and within the scope of such relationships, of Licensed Patent
      Rights or the design, composition, manufacture, use, sale or other disposition
      of any Licensed Product by AMT infringes or violates any patent, copyright,
      trademark or other intellectual property rights of such third party;
      and




15.2.3  clinical
      trials or studies conducted by or on behalf of AMT, or its collaborators or
      distributors, pursuant to and within the scope of such relationships, relating
      to the Licensed Products and Licensed Patent Rights, including, without
      limitation, any claim by or on behalf of a human subject of any such clinical
      trial or study, any claim arising from the procedures specified in any protocol
      used in any such clinical trial or study, any claim of deviation, authorized
      or
      unauthorized, from the protocols of any such clinical trial or study, and any
      claim resulting from or arising out of the manufacture or quality control by
      a
      third party of any substance administered in any clinical trial or
      study.





Notwithstanding
      the foregoing, however, the Liabilities shall not include, and in no instance
      shall AMT be required to indemnify any Indemnified Party with respect to, any
      liability, claims, lawsuits, losses, damages, costs or expenses to the extent
      the same are determined to be the result of any Indemnified Party’s gross
      negligence or willful misconduct.




15.3  The
      Indemnified Party shall promptly notify AMT of any claim or action giving rise
      to Liabilities subject to the provisions of the foregoing Section. AMT shall
      have the right to defend or to cause to be defended any such claim or action,
      at
      its cost and expense. AMT shall not settle or compromise any such claim or
      action in a manner that imposes any restrictions or obligations on TGC or grants
      any rights to Licensed Patent Rights or Licensed Products (other than to the
      extent AMT has the right to grant such rights under this Agreement) without
      TGC’s prior written consent. If AMT fails or declines to assume the defense of
      any such claim or action within thirty (30) days after notice thereof, TGC
      may
      assume the defense of such claim or action for the account and at the risk
      of
      AMT, and any Liabilities related thereto shall be conclusively deemed a
      liability of AMT; provided however, that TGC shall not settle such claim or
      action if such settlement affects Licensed Patent Rights other than those
      specifically at issue in such claim or action without AMT’s written permission,
      which shall not be unreasonably withheld. AMT shall pay promptly to the
      Indemnified Party any Liabilities to which the foregoing indemnity relates,
      as
      incurred. The indemnification rights of TGC or other Indemnified Party contained
      herein are in addition to all other rights which such Indemnified Party may
      have
      at law or in equity or otherwise.




**16.** **INSURANCE**




16.1  AMT
      shall
      procure and maintain a policy or policies of commercial general liability
      insurance, including broad form and contractual liability, in a minimum amount
      of $ **[*]** combined
      single limit per occurrence and in the aggregate as respects personal injury,
      bodily injury and property damage arising out of AMT’s performance of this
      Agreement.




***Confidential
        Treatment Requested**







16.2  AMT
      shall, upon commencement of clinical trials involving Licensed Products, procure
      and maintain a policy or policies of product liability insurance in a minimum
      amount of $ **[*]** combined
      single limit per occurrence and in the aggregate as respects bodily injury
      and
      property damage arising out of AMT’s performance of this Agreement.




16.3  AMT
      shall
      provide TGC with certificates evidencing the insurance coverage required herein
      and all subsequent renewals thereof. Such certificates shall provide that AMT’s
      insurance carrier(s) notify TGC in writing at least 30 days prior to
      cancellation or material change in coverage. TGC will retain such certificates
      and notices from AMT’s insurance carrier.




16.4  TGC
      shall
      periodically review the adequacy of the minimum limits of liability specified
      herein. Further, TGC reserves the right to require AMT to adjust such coverage
      limits in accordance with prevailing industry norms, to the extent TGC is
      required to do the same by UPenn pursuant to the UPenn Agreement. The specified
      minimum insurance amounts shall not constitute a limitation on AMT’s obligation
      to indemnify TGC under this Agreement.




**17.** **NOTICES**




17.1  Any
      notice or payment required to be given to either party shall be deemed to have
      been properly given and to be effective (a) on the date of delivery if delivered
      in person or (b) five (5) days after mailing if mailed by a nationally
      recognized courier or by first-class certified mail, postage paid, to the
      respective addresses given below, or to such other address designated by written
      notice, or sent via facsimile transmission to the number specified
      below.




For
              AMT:
            Meibergdreef
                61
              P.O.
                  Box 22506
                1100
                  DA Amsterdam
                The
                  Netherlands
                Fax:
                  31 (0) 20 566 92 72
                Attention:
                  CFO




For
                TGC:
              1100
                    Olive Way, Suite 100
                  Seattle,
                    Washington 98101
                  Fax:
                    +1 206 223-0288
                  Attention:
                    Chief Executive Officer


**18.** **ASSIGNABILITY**




18.1  This
      Agreement is binding upon and shall inure to the benefit of the
      parties and their successors and assigns.




18.2  This
      Agreement may not be assigned by AMT without first obtaining the express written
      consent of TGC. TGC shall not unreasonably withhold consent for AMT to assign
      this Agreement to a Third Party in the event that AMT transfers all or
      substantially all of the business of AMT to which the License relates to a
      Third
      Party. Such Third Party shall assume all royalty obligations to TGC hereunder.
      TGC further acknowledges that it shall not be entitled to any Royalty or other
      compensation from the transaction pursuant to which the transfer to a Third
      Party of all or substantially all of the business of AMT to which the License
      relates took place.




*Confidential
      Treatment
      Requested







**19.** **WAIVER**




19.1  It
      is
      agreed that no waiver by either party hereto of any breach or default of any
      of
      the covenants or agreements herein set forth shall be deemed a waiver as to
      any
      subsequent and/or similar breach or default.




19.2  UPenn,
      by
      its signature on this Agreement, expressly acknowledges and agrees (1) to the
      terms of this sublicense; (2) to the extent that any term of this sublicense
      is
      in conflict with the UPenn Agreement, the terms of this Agreement shall govern
      as to the rights and obligations of AMT to TGC and AMT to UPenn pursuant to
      this
      Agreement; and (3) to the extent any term of this sublicense is in conflict
      with
      the UPenn Agreement, other than the UPenn Agreement terms of Section 4.1.2
      and
      4.1.5, 4.3.2 and 4.3.3, the terms of this Agreement shall govern as to the
      obligation of TGC to UPenn as they relate to this specific Agreement. TGC shall
      be obligated to comply with Sections 4.1.2, 4.1.5, 4.3.2 and 4.3.3 of the UPenn
      Agreement as they relate to the financial obligations of TGC to UPenn arising
      from the grant of this sublicense to AMT, unless mutually agreed otherwise
      between TGC and UPenn.




**20.** **FAILURE
      TO PERFORM**




20.1  In
      the
      event of a failure of performance due under the terms of this Agreement and
      if
      it becomes necessary for either party to undertake legal action against the
      other on account thereof, then the prevailing party shall be entitled to
      reasonable attorney’s fees in addition to costs and necessary
      disbursements.




**21.** **GOVERNING
      LAW**




21.1  This
      Agreement shall be interpreted and construed in accordance with the laws of
      the Commonwealth
      of Pennsylvania without regard to the principles of conflicts of laws, but
      the
      scope and validity of any patent or patent application shall be governed by
      the
      applicable laws of the country of such patent or patent application. Each party
      hereby submits itself to the non-exclusive jurisdiction of the federal or state
      courts located in the Commonwealth of Pennsylvania, and any courts of appeal
      therefrom, and waives any objection (on grounds of lack of jurisdiction, or
      forum non conveniens or otherwise) to the exercise of such jurisdiction over
      it
      by any such courts, in connection with any action that may be brought in such
      courts.









**22.** **FORCE
      MAJEURE**




22.1  For
      a
      period of ninety (90) days, the parties to this Agreement shall be excused
      from
      any performance required hereunder if such performance is rendered impossible
      or
      unfeasible due to any catastrophe or other major event beyond their reasonable
      control, including, without limitation, war, riot, and insurrection; laws,
      proclamations, edicts, ordinances or regulations; strikes, lockouts or other
      serious labor disputes; and floods, fires, explosions, or other natural
      disasters. When such events have abated, the parties’ respective obligations
      hereunder shall resume.




**23.** **RIGHTS
      IN BANKRUPTCY**




23.1  All
      rights and licenses (including
      but not limited to the License) granted under or pursuant to this Agreement
      by
      TGC to AMT are, and shall otherwise be deemed to be, for purposes of Section
      365(n) of the U.S. Bankruptcy Code, licenses of right to “intellectual property”
as defined under Section 101 of the U.S. Banckruptcy Code. The parties agree
      that AMT, as licensee of such rights under this Agreement, shall retain and
      may
      fully exercise all of its rights and elections under the U.S. Bankruptcy Code
      and to the fullest extent permitted by law.




**24.** **MISCELLANEOUS**




24.1  The
      headings of the several sections are inserted for convenience of reference
      only
      and are not intended to be a part of or to affect the meaning or interpretation
      of this Agreement. The
      English language is the official language of this Agreement and that text of
      the
      Agreement shall prevail over any translation thereof.




24.2  This
      Agreement will not be binding upon the parties until it has been signed below
      on
      behalf of each party, in which event, it shall be effective as of the dated
      recited on page one.




24.3  No
      amendment or modification hereof shall be valid or binding upon the parties
      unless made in writing and signed on behalf of each party.




24.4  This
      Agreement embodies the entire understanding of the parties and shall supersede
      all previous communications, representations or understandings, either oral
      or
      written, between the parties relating to the subject matter hereof.




24.5  If
      any
      provisions contained in this Agreement are or become invalid, are ruled illegal
      by any court of competent jurisdiction or are deemed unenforceable under then
      current applicable law from time to time in effect during the term hereof,
      it is
      the intention of the parties that the remainder of this Agreement shall not
      be
      affected thereby, provided that a party’s rights under this Agreement are not
      materially affected. It is further the intention of the parties that in lieu
      of
      each such provision which is invalid, illegal, or unenforceable, there be
      substituted or added as part of this Agreement a provision which shall be as
      similar as possible in economic and business objectives as intended by the
      parties to such invalid, illegal or unenforceable, provision, but shall be
      valid, legal and enforceable.







IN
      WITNESS WHEREOF, both TGC and AMT have executed this Agreement, in duplicate
      originals, by their respective officers hereunto duly authorized, on the day
      and
      year hereinafter written.




**Amsterdam
                Molecular Therapeutics, B.V.**
            
            **Targeted
                Genetics Corporation**By  
                /s/ Ronald H.W. Loryn
            
            By  
                /s/ H. Stewart ParkerName
                Ronald H.W. Loryn
            
            Name
                H. Stewart ParkerTitle
                CEO
            
            Title
                Pres & CEO





Acknowledged
      and accepted by:





The
      Trustees of the University of Pennsylvania





By  
      /s/ John S. Zawad





Name
      John
      S. Zawad, Ph.D.





Title
      Managing Director











ATTACHMENT
      1





Articles
      from the UPenn Agreement which would be added to this Agreement, pursuant to
      Section 11.4 of this Agreement .





9.5-
      Penn
      hereby represents that (i) to its knowledge it has the lawful right to grant
      the
      licenses granted herein, and (ii) all actions necessary with respect to due
      authorization, execution and performance of this Agreement to make it legal,
      valid, binding and enforceable with regard to Penn have been taken.





12.1  Targeted
      shall comply with all prevailing laws, rules and regulations pertaining to
      the
      development, testing, manufacture, marketing, sale, use, import or export of
      products. Without limiting the foregoing, it is understood that this Agreement
      may be subject to United States laws and regulations controlling the export
      of
      technical data, computer software, laboratory prototypes and other commodities,
      articles and information, including the Arms Export Control Act as amended
      in
      the Export Administration Act of 1979, and that the parties’ obligations
      hereunder are contingent upon compliance with applicable United States export
      laws and regulations. The transfer of certain technical data and commodities
      may
      require a license from the cognizant agency of the United States Government
      and/or written assurances by Targeted that Targeted shall not export data or
      commodities to certain foreign countries without prior approval of such agency.
      Penn neither represents that a license is not required nor that, if required,
      it
      will issue.




12.9  Nothing
      in this Agreement, express or implied, is intended to confer on any person,
      other than the parties hereto, the Covered Affiliates, or their permitted
      assigns, any benefits, rights or remedies.





12.10  Penn
      and
      Targeted shall not discriminate against any employee or applicant for employment
      because of race, color, sex, sexual or affectional preference, age, religion,
      national or ethnic origin, or handicap.