Exhibit
      10.2

    
 

    AMENDED
      AND RESTATED PROMISSORY NOTE

     

    
      	$2,000,000 	
              November
                7,
                2006

            


    

     

    This
      Amended and Restated Promissory Note (this “Note”)
      amends
      and replaces in its entirety that certain Amended and Restated Promissory Note
      dated September 1, 2005.

     

    For
      value
      received, the undersigned, TARGETED GENETICS CORPORATION (“Targeted”),
      promises to pay to the order of BIOGEN IDEC MA, INC. (“Biogen”),
      at 14
      Cambridge Center, Cambridge, Massachusetts 02142, or such other place or places
      as the holder of this Note may designate in writing, the principal sum of Two
      Million Dollars ($2,000,000), in accordance with the terms and conditions of
      the
      Funding Agreement, dated as of August 8, 2000, as amended as of July 14, 2003,
      September 1, 2005, and November 7, 2006, by and between Targeted and Biogen
      (together with all supplements, exhibits, amendments and modifications to such
      agreement, the “Funding
      Agreement”).
      Targeted also promises to pay interest on the unpaid principal balance of this
      Note in like money in accordance with the terms and conditions of, and at the
      rate or rates provided in, the Funding Agreement. All accrued and unpaid
      interest is payable annually on each August 31 (provided, that if such date
      would fall on an day that is not a business day, then the interest payment
      date
      shall be extended to the next succeeding business day) and on the Final Maturity
      Date. All principal is due and payable in full on the Final Maturity Date or
      such earlier date as provided in the Funding Agreement.

     

    Targeted
      waives presentment for payment, demand, notice of nonpayment, notice of protest
      and protest of this Note, and all other notices in connection with the delivery,
      acceptance, performance, default, dishonor or enforcement of the payment of
      this
      Note, except such notices as are specifically required by this Note or by the
      Funding Agreement, and agrees that its liability shall be unconditional without
      regard to the liability of any other party and shall not be in any manner
      affected by any indulgence, extension of time, renewal, waiver or modification
      granted or consented to by Biogen. Targeted consents to any and all extensions
      of time, renewals or waivers that may be granted by Biogen with respect to
      payment or other provisions of this Note and the Funding Agreement.

     

    This
      Note
      is the Note referred to in the Funding Agreement and as such is entitled to
      all
      of the benefits and obligations specified in the Funding Agreement. Reference
      is
      made to the Funding Agreement for provisions for the repayment of this Note
      and
      the acceleration of the maturity of this Note.

     

    All
      capitalized terms used and not otherwise defined in this Note shall have the
      meanings given to such terms in the Funding Agreement.

     

    
      	 	 	 
	 	TARGETED
              GENETICS
              CORPORATION
	 
 	 
 	 
 
	 
              	By:  	/s/ H.
              Stewart Parker
	 	
              

              Name:
                H. Stewart Parker   

              Its:
                President and Chief Executive Officer