**Exhibit
      3.1**


**Targeted
      Genetics Corporation**





**AMENDED
      AND RESTATED ARTICLES OF INCORPORATION**




Pursuant
      to RCW 23B.10.070, the following constitutes Amended and Restated Articles
      of
      Incorporation of the undersigned, a Washington corporation. These Amended and
      Restated Articles of Incorporation supersede the original Articles of
      Incorporation and all amendments thereto.




These
      Amended and Restated Articles of Incorporation contain amendments to the
      Articles of Incorporation. The date of the adoption of the amendments by the
      shareholders of this corporation was May 8, 2006. The date of the adoption
      of
      the amendments by the Board of Directors of this corporation was May 8,
      2006.




The
      amendments were duly approved by the shareholders of this corporation in
      accordance with the provisions of RCW 23B.10.030 and RCW
      23B.10.040.




**ARTICLE
      1. NAME**




The
      name
      of this corporation shall be Targeted Genetics Corporation.




**ARTICLE
      2. DURATION**




This
      corporation is organized under the Washington Business Corporation Act and
      shall
      have perpetual existence.




**ARTICLE
      3. PURPOSE AND POWERS**




The
      purpose and powers of this corporation are as follows:




3.1  To
      engage
      in the business of biotechnology research and development.




3.2  To
      engage
      in any and all activities that may, in the judgment of the Board of Directors,
      at any time be incidental or conducive to the attainment of the foregoing
      purpose.




3.3  To
      exercise any and all powers that a corporation formed under the Washington
      Business Corporation Act, or any amendment thereto or substitute therefor,
      may
      at the time lawfully exercise.




1




**ARTICLE
      4. CAPITAL STOCK**




**4.1**  **Authorized
      Capital**




Effective
      upon the filing of these Amended and Restated Articles of Incorporation, every
      ten outstanding shares of this corporation’s Common Stock shall be combined and
      reconstituted into one share of Common Stock, par value $.01 per share, of
      this
      corporation, thereby giving effect to a 1-for-10 stock split (the "Reverse
      Split"). No fractional shares of Common Stock shall be issued in the Reverse
      Split; instead, shareholders who would otherwise be entitled to fractional
      shares will receive a cash payment in lieu of such fraction. After giving effect
      to the Reverse Split, the total authorized stock of this corporation shall
      consist of 18,000,000 shares of Common Stock, par value $.01 per share, and
      600,000 shares of Preferred Stock, par value $.01 per share.




**4.2**  **Issuance
      of Preferred Stock in Series**




The
      Preferred Stock may be issued from time to time in one or more series, the
      shares of each series to have such voting powers, full or limited, and such
      designations, preferences and relative, participating, optional or other special
      rights and qualifications, limitations or restrictions thereof as are stated
      and
      expressed herein or in the resolution or resolutions providing for the issuance
      of such series adopted by the Board of Directors.




**4.2.1**  **Authority
      of the Board of Directors**




Authority
      is hereby expressly granted to the Board of Directors of this corporation,
      subject to the provisions of this Article 4 and to the limitations prescribed
      by
      law, to authorize the issuance of one or more series of Preferred Stock, and
      with respect to each such series to fix by resolution or resolutions providing
      for the issuance of each series the number of shares of such series, the voting
      powers, full or limited, if any, of the shares of such series and the
      designations, preferences and relative, participating, optional or other special
      rights and the qualifications, limitations or restrictions thereof. The
      authority of the Board of Directors with respect to each series of Preferred
      Stock shall include, but shall not be limited to, the determination or fixing
      of
      the following:




(a)  The
      number of shares of such series;




(b)  The
      designation of such series;




(c)  The
      dividends of such series, the conditions and dates upon which such dividends
      shall be payable, the relation which such dividends shall bear to the dividends
      payable on any other class or classes of stock and whether such dividends shall
      be cumulative or noncumulative;




(d)  Whether
      the shares of such series shall be subject to redemption by this corporation
      and, if made subject to such redemption, the times, prices, rates, adjustments,
      and other terms and conditions of such redemption;




2




(e)  The
      terms
      and amounts of any sinking fund provided for the purchase or redemption of
      the
      shares of such series;




(f)  Whether
      or not the shares of such series shall be convertible into or exchangeable
      for
      shares of any other class or classes or of any other series of any class or
      classes of stock of this corporation and, if provision be made for conversion
      or
      exchange, the times, prices, rates, adjustments, and other terms and conditions
      of such conversion or exchange;




(g)  The
      extent, if any, to which the holders of the shares of such series shall be
      entitled to vote with respect to the election of directors or otherwise,
      including the right to elect a specified number or class of directors, the
      number or percentage of votes required for certain actions, and the extent
      to
      which a vote by class or series shall be required for certain
      actions;




(h)  The
      restrictions, if any, on the issue or reissue of any Preferred
      Stock;




(i)  The
      rights of the holders of the shares of such series upon the dissolution of,
      or
      upon the distribution of the assets of, this corporation; and




(j)  The
      extent, if any, to which any committee of the Board of Directors may fix the
      designations and any of the preferences or rights of the shares of such series
      relating to dividends, redemption, dissolution, any distribution of assets
      of
      this corporation or the conversion into or exchange of such shares for shares
      of
      any other class or classes of stock of this corporation or any other series
      of
      the same or any other class or classes of stock of this corporation, or fix
      the
      number of shares of any such series or authorize the increase or decrease in
      the
      shares of such series.




**4.2.2**  **Dividends**




Subject
      to any preferential rights granted for any series of Preferred Stock, the
      holders of shares of the Common Stock shall be entitled to receive dividends,
      out of the funds of this corporation legally available therefor, at the rate
      and
      at the time or times, whether cumulative or noncumulative, as may be provided
      by
      the Board of Directors. The holders of shares of the Preferred Stock shall
      be
      entitled to receive dividends to the extent provided herein or by the Board
      of
      Directors in designating the particular series of Preferred Stock. The holders
      of shares of the Common Stock shall not be entitled to receive any dividends
      thereon other than the dividends referred to in this section.




**4.2.3**  **Voting**




The
      holders of shares of the Common Stock, on the basis of one vote per share,
      shall
      have the right to vote for the election of members of the Board of Directors
      of
      this corporation and the right to vote on all other matters, except those
      matters on which a separate class of this corporation's shareholders vote by
      class or series to the exclusion of the holders of the shares of the Common
      Stock. To the extent provided herein or by resolution or resolutions of the
      Board of Directors providing for the issue of a series of Preferred Stock,
      the
      holders of each such series shall have the right to vote for the election of
      members of the Board of Directors of this corporation and the right to vote
      on
      all other matters, except those matters in which a separate class of this
      corporation's shareholders vote by class or series to the exclusion of the
      holders of the shares of such series.




3




**4.2.4**  **Issuance
      of Shares**




This
      corporation may from time to time issue and dispose of any of the authorized
      and
      unissued shares of the Common Stock or the Preferred Stock for such
      consideration as may be fixed from time to time by the Board of Directors,
      without action by the shareholders. The Board of Directors may provide for
      payment therefor to be received by this corporation in cash, property, services
      or such other consideration as is approved by the Board of Directors. Any and
      all such shares of the Common Stock or the Preferred Stock of this corporation,
      the issuance of which has been so authorized, and for which consideration so
      fixed by the Board of Directors has been paid or delivered, shall be deemed
      fully paid stock and shall not be liable to any further call or assessment
      thereon.




**4.3**  **Designation
      of Rights and Preferences of Series A Participating Cumulative Preferred
      Stock**




The
      following series of Preferred Stock is hereby designated, which series shall
      have the rights, preferences and privileges and limitations set forth
      below:




**4.3.1**  **Designation
      of Series A Participating Cumulative Preferred Stock**




The
      shares of such series shall be designated the "Series A Participating Cumulative
      Preferred Stock" (the "Series A Preferred Stock"), par value $.01 per share.
      The
      number of shares constituting the Series A Preferred Stock shall be 180,000; *provided,
      however* ,
      if more
      than a total of 180,000 shares of Series A Preferred Stock shall be issuable
      upon the exercise of Rights (the "Rights") issued pursuant to the Rights
      Agreement dated as of October 17, 1996 between this corporation and
      ChaseMellon Shareholder Services, as Rights Agent, as amended (the "Rights
      Agreement"), this corporation's Board of Directors, pursuant to
      Section 23B.06.020 of the Revised Code of Washington, shall direct by
      resolution or resolutions that Articles of Amendment be properly executed and
      filed with the Washington Secretary of State providing for the total number
      of
      shares of Series A Preferred Stock authorized for issuance to be increased
      (to
      the extent that the Restated Articles of Incorporation then permits) to the
      largest number of whole shares (rounded up to the nearest whole number) issuable
      upon exercise of such Rights. In addition, such number of shares may be
      decreased by resolution of the Board of Directors; *provided,
      however* ,
      that no
      decrease shall reduce the number of shares of Series A Preferred Stock to a
      number less than the number of shares then outstanding plus the number of shares
      reserved for issuance upon the exercise of outstanding options, rights or
      warrants or upon the conversion of any outstanding securities issued by this
      corporation convertible into Series A Preferred Stock.




4




**4.3.2**  **Dividends
      and Distributions**




(a)  Subject
      to the prior and superior rights of the holders of shares of any other series
      of
      Preferred Stock or other class of capital stock of this corporation ranking
      prior and superior to the shares of Series A Preferred Stock with respect to
      dividends, the holders of shares of Series A Preferred Stock shall be entitled
      to receive, when, as, and if declared by the Board of Directors, out of the
      assets of this corporation legally available therefor, quarterly dividends
      payable in cash on the last day of each fiscal quarter in each year, or such
      other dates as this corporation's Board of Directors shall approve (each such
      date being referred to in this Designation as a "Quarterly Dividend Payment
      Date"), commencing on the first Quarterly Dividend Payment Date after the first
      issuance of a share or a fraction of a share of Series A Preferred Stock, in
      an
      amount per share (rounded to the nearest cent) equal to the greater of
      (i) $.01 and (ii) the Formula Number (as hereinafter defined) then in
      effect times the cash dividends then to be paid on each share of Common Stock.
      In addition, if this corporation shall pay any dividend or make any distribution
      on the Common Stock payable in assets, securities or other forms of noncash
      consideration (other than dividends or distributions solely in shares of Common
      Stock), then, in each such case, this corporation shall simultaneously pay
      or
      make on each outstanding whole share of Series A Preferred Stock a dividend
      or
      distribution in like kind equal to the Formula Number then in effect times
      such
      dividend or distribution on each share of Common Stock. As used in this
      Designation and in the Rights Agreement, the "Formula Number" shall be 100; *provided,
      however* ,
      that if
      at any time after October 17, 1996 this corporation shall (i) declare
      or pay any dividend on the Common Stock payable in shares of Common Stock or
      make any distribution on the Common Stock in shares of Common Stock,
      (ii) subdivide (by a stock split or otherwise) the outstanding shares of
      Common Stock into a larger number of shares of Common Stock, or
      (iii) combine (by a reverse stock split or otherwise) the outstanding
      shares of Common Stock into a smaller number of shares of Common Stock, then
      in
      each such event the Formula Number shall be adjusted to a number determined
      by
      multiplying the Formula Number in effect immediately prior to such event by
      a
      fraction, the numerator of which is the number of shares of Common Stock that
      are outstanding immediately after such event and the denominator of which is
      the
      number of shares of Common Stock that are outstanding immediately prior to
      such
      event (and rounding the result to the nearest whole number); and *provided
      further* ,
      that if
      at any time after October 17, 1996 this corporation shall issue any shares
      of its capital stock in a merger, reclassification or change of the outstanding
      shares of Common Stock, then in each such event the Formula Number shall be
      appropriately adjusted to reflect such merger, reclassification or change so
      that each share of Preferred Stock continues to be the economic equivalent
      of a
      Formula Number of shares of Common Stock prior to such merger, reclassification
      or change.




(b)  This
      corporation shall declare a dividend or distribution on the Series A
      Preferred Stock as provided in Section 4.3.2(a) immediately prior to or at
      the same time it declares a dividend or distribution on the Common Stock (other
      than a dividend or distribution solely in shares of Common Stock); *provided,
      however* ,
      that in
      the event no dividend or distribution (other than a dividend or distribution
      in
      shares of Common Stock) shall have been declared on the Common Stock during
      the
      period between any Quarterly Dividend Payment Date and the next subsequent
      Quarterly Dividend Payment Date, a dividend of $.01 per share on the Series
      A
      Preferred Stock shall nevertheless be payable on such subsequent Quarterly
      Dividend Payment Date. This corporation's Board of Directors may fix a record
      date for the determination of holders of shares of Series A Preferred Stock
      entitled to receive a dividend or distribution declared thereon, which record
      date shall be the same as the record date for any corresponding dividend or
      distribution on the Common Stock and which shall not be more than 60 days
      prior to the date fixed for payment thereof.




5




(c)  Dividends
      shall begin to accrue and be cumulative on outstanding shares of Series A
      Preferred Stock from and after the Quarterly Dividend Payment Date next
      preceding the date of original issue of such shares of Series A Preferred Stock; *provided,
      however* ,
      that
      dividends on such shares that are originally issued after the record date for
      the determination of holders of shares of Series A Preferred Stock entitled
      to
      receive a quarterly dividend on or prior to the next succeeding Quarterly
      Dividend Payment Date shall begin to accrue and be cumulative from and after
      such Quarterly Dividend Payment Date. Notwithstanding the foregoing, dividends
      on shares of Series A Preferred Stock that are originally issued prior to the
      record date for the determination of holders of shares of Series A Preferred
      Stock entitled to receive a quarterly dividend on or prior to the first
      Quarterly Dividend Payment Date shall be calculated as if cumulative from and
      after the last day of the fiscal quarter (or such other Quarterly Dividend
      Payment Date as this corporation's Board of Directors shall approve) next
      preceding the date of original issuance of such shares. Accrued but unpaid
      dividends shall not bear interest. Dividends paid on the shares of Series A
      Preferred Stock in an amount less than the total amount of such dividends at
      the
      time accrued and payable on such shares shall be allocated pro rata on a
      share-by-share basis among all such shares at the time outstanding.




(d)  So
      long
      as any shares of Series A Preferred Stock are outstanding, no dividends or
      other
      distributions shall be declared, paid or distributed, or set aside for payment
      or distribution, on the Common Stock unless, in each case, the dividend required
      by this Section 4.3.2 to be declared on the Series A Preferred Stock shall
      have been declared.




(e)  The
      holders of shares of Series A Preferred Stock shall not be entitled to receive
      any dividends or other distributions except as provided in this
      Designation.




**4.3.3**  **Voting
      Rights**




The
      holders of shares of Series A Preferred Stock shall have the following voting
      rights:




(a)  Each
      holder of Series A Preferred Stock shall be entitled to a number of votes equal
      to the Formula Number then in effect for each share of Series A Preferred
      Stock held of record on each matter on which holders of the Common Stock or
      shareholders generally are entitled to vote, multiplied by the maximum number
      of
      votes per share that any holders of the Common Stock or shareholders generally
      then have with respect to such matter (assuming any holding period or other
      requirement to vote a greater number of shares is satisfied).




(b)  Except
      as
      otherwise provided in this Designation or by applicable law, the holders of
      shares of Series A Preferred Stock and the holders of shares of Common Stock
      and
      any other capital stock of this corporation having general voting rights shall
      vote together as one class for the election of directors of this corporation
      and
      on all other matters submitted to a vote of shareholders of this
      corporation.




6




(c)  Except
      as
      provided in this Designation or by applicable law, holders of Series A
      Preferred Stock shall have no special voting rights and their consent shall
      not
      be required (except to the extent they are entitled to vote with holders of
      Common Stock as set forth in this Designation) for authorizing or taking any
      corporate action.




**4.3.4**  **Certain
      Restrictions**




(a)  Whenever
      quarterly dividends or other dividends or distributions payable on the
      Series A Preferred Stock as provided in Section 4.3.2 are in arrears,
      thereafter and until all accrued and unpaid dividends and distributions, whether
      or not declared, on shares of Series A Preferred Stock outstanding shall
      have been paid in full, this corporation shall not:




(i)  declare
      or pay dividends on, make any other distributions on, or redeem or purchase
      or
      otherwise acquire for consideration any shares of stock ranking junior (either
      as to dividends or upon liquidation, dissolution or winding up) to the Series
      A
      Preferred Stock;




(ii)  declare
      or pay dividends on or make any other distributions on any shares of stock
      ranking on a parity (either as to dividends or upon liquidation, dissolution
      or
      winding up) with the Series A Preferred Stock, except dividends paid ratably
      on
      the Series A Preferred Stock and all such parity stock on which dividends are
      payable or in arrears in proportion to the total amounts to which the holders
      of
      all such shares are then entitled;




(iii)  redeem
      or
      purchase or otherwise acquire for consideration shares of any stock ranking
      junior (either as to dividends or upon liquidation, dissolution or winding
      up)
      with the Series A Preferred Stock; *provided,
      however* ,
      that
      this corporation may at any time redeem, purchase or otherwise acquire shares
      of
      any such junior stock in exchange for shares of any stock of this corporation
      ranking junior (either as to dividends or upon dissolution, liquidation or
      winding up) to the Series A Preferred Stock; or




(iv)  redeem
      or
      purchase or otherwise acquire for consideration any shares of Series A Preferred
      Stock, or any shares of stock ranking on a parity with the Series A Preferred
      Stock, except in accordance with a purchase offer made in writing or by
      publication (as determined by this corporation's Board of Directors) to all
      holders of such shares upon such terms as this corporation's Board of Directors,
      after consideration of the respective annual dividend rates and other relative
      rights and preferences of the respective series and classes, shall determine
      in
      good faith will result in fair and equitable treatment among the respective
      series or classes.




(b)  This
      corporation shall not permit any subsidiary of this corporation to purchase
      or
      otherwise acquire for consideration any shares of stock of this corporation
      unless this corporation could, under paragraph (a) of this
      Section 4.3.4, purchase or otherwise acquire such shares at such time and
      in such manner.




7




**4.3.5**  **Liquidation
      Rights**




Upon
      the
      liquidation, dissolution or winding up of this corporation, whether voluntary
      or
      involuntary, no distribution shall be made to (a) the holders of shares of
      stock ranking junior (either as to dividends or upon liquidation, dissolution
      or
      winding up) to the Series A Preferred Stock unless, prior thereto, the holders
      of shares of Series A Preferred Stock shall have received an amount equal
      to the greater of (i) $.01 per share and (ii) the accrued and unpaid
      dividends and distributions thereon, whether or not declared, to the date of
      such payment, plus an aggregate amount per share equal to the Formula Number
      then in effect times the aggregate amount to be distributed per share to holders
      of Common Stock or (b) the holders of shares of stock ranking on a parity
      (either as to dividends or upon liquidation, dissolution or winding up) with
      the
      Series A Preferred Stock, except distributions made ratably on the Series A
      Preferred Stock and all other such parity stock in proportion to the total
      amounts to which the holders of all such shares are entitled upon such
      liquidation, dissolution or winding up.




**4.3.6**  **Consolidation,
      Merger, etc.**




In
      case
      this corporation shall enter into any consolidation, merger, combination or
      other transaction in which the shares of Common Stock are exchanged for or
      changed into other stock or securities, cash and/or any other property, then
      in
      any such case the then outstanding shares of Series A Preferred Stock shall
      at the same time be similarly exchanged or changed into an amount per share
      equal to the Formula Number then in effect times the aggregate amount of stock,
      securities, cash and/or any other property (payable in kind), as the case may
      be, into which or for which each share of Common Stock is exchanged or changed.
      In the event both this Section 4.3.6 and Section 4.3.2 appear to apply
      to a transaction, this Section 4.3.6 will control.




**4.3.7**  **No
      Redemption; No Sinking Fund**




(a)  The
      shares of Series A Preferred Stock shall not be subject to redemption by this
      corporation or at the option of any holder of Series A Preferred Stock; *provided,
      however* ,
      that
      this corporation may purchase or otherwise acquire outstanding shares of Series
      A Preferred Stock in the open market or by offer to any holder or holders of
      shares of Series A Preferred Stock.




(b)  The
      shares of Series A Preferred Stock shall not be subject to or entitled to the
      operation of a retirement or sinking fund.




**4.3.8**  **Ranking**




The
      Series A Preferred Stock shall rank junior to all other series of Preferred
      Stock of this corporation, unless this corporation's Board of Directors shall
      specifically determine otherwise in fixing the powers, preferences and relative,
      participating, optional and other special rights of the shares of such series
      and the qualifications, limitations and restrictions thereof.




8




**4.3.9**  **Fractional
      Shares**




The
      Series A Preferred Stock shall be issuable upon exercise of the Rights issued
      pursuant to the Rights Agreement in whole shares or in any fractional share
      that
      is one one-hundredth (1/100th) of a share or any integral multiple of such
      fraction, and shall entitle the holder, in proportion to such holder's
      fractional shares, to receive dividends, exercise voting rights, participate
      in
      distributions and have the benefit of all other rights of holders of Series
      A
      Preferred Stock. In lieu of fractional shares, this corporation, prior to the
      first issuance of a share or a fractional share of Series A Preferred Stock,
      may
      elect to (a) make a cash payment as provided in the Rights Agreement for a
      fractional share other than one one-hundredth (1/100th) of a share or any
      integral multiple thereof or (b) issue depository receipts evidencing such
      authorized fractional share of Series A Preferred Stock pursuant to an
      appropriate agreement between this corporation and a depository selected by
      this
      corporation; *provided,
      however* ,
      that
      such agreement shall provide that the holders of such depository receipts shall
      have all the rights, privileges and preferences to which they are entitled
      as
      holders of the Series A Preferred Stock.




**4.3.10**  **Reacquired
      Shares**




Any
      shares of Series A Preferred Stock purchased or otherwise acquired by this
      corporation in any manner whatsoever shall be retired and canceled promptly
      after the acquisition thereof. All such shares shall upon their cancellation
      become authorized but unissued shares of Preferred Stock, without designation
      as
      to series until such shares are once more designated as part of a particular
      series by this corporation's Board of Directors pursuant to the provisions
      of
      Article 4 of the Restated Articles of Incorporation.




**4.3.11**  **Amendment**




None
      of
      the powers, preferences and relative, participating, optional and other special
      rights of the Series A Preferred Stock as provided in this Designation or in
      the
      Restated Articles of Incorporation shall be amended in any manner that would
      alter or change the powers, preferences, rights or privileges of the holders
      of
      Series A Preferred Stock so as to affect them adversely without the
      affirmative vote of the holders of at least 66-2/3% of the outstanding shares
      of
      Series A Preferred Stock, voting as a separate class.




**ARTICLE
      5. PREEMPTIVE RIGHTS**




No
      preemptive rights shall exist with respect to shares of stock or securities
      convertible into shares of stock of this corporation.




**ARTICLE
      6. CUMULATIVE VOTING**




The
      right
      to cumulate votes in the election of Directors shall not exist with respect
      to
      shares of stock of this corporation.




9




**ARTICLE
      7. BYLAWS**




The
      Board
      of Directors shall have the power to adopt, amend or repeal the Bylaws of this
      corporation subject to approval by a majority of the Continuing Directors (as
      defined in Article 13); provided, however, the Board of Directors may not
      repeal or amend any bylaw that the shareholders have expressly provided may
      not
      be amended or repealed by the Board of Directors. The shareholders shall also
      have the power to adopt, amend or repeal the Bylaws of this corporation by
      the
      affirmative vote of the holders of not less than two-thirds of the outstanding
      shares and, to the extent, if any, provided by resolution or resolutions of
      the
      Board of Directors providing for the issuance of a series of Common or Preferred
      Stock, not less than two-thirds of the outstanding shares entitled to vote
      thereon, voting as a class.




**ARTICLE
      8. REGISTERED OFFICE AND AGENT**




The
      name
      of the registered agent of this corporation and the address of its current
      registered office are as follows:




H.
              Stewart Parker
              1100
                Olive Way, Suite 100
              Seattle,
                Washington 98101




**ARTICLE
      9. DIRECTORS**




The
      number of Directors of this corporation shall be determined in the manner
      provided by the Bylaws and may be increased or decreased from time to time
      in
      the manner provided therein. The Board of Directors shall be divided into three
      classes, with such classes to be as equal in number as may be possible, with
      any
      Director or Directors in excess of the number divisible by three being assigned
      to Class 3 and Class 2, as appropriate. At each annual meeting of shareholders,
      the number of Directors equal to the number of Directors in the class whose
      term
      expires at the time of such meeting shall be elected to serve until the third
      ensuing annual meeting of shareholders. Notwithstanding any of the foregoing
      provisions of this Article 9, Directors shall serve until their successors
      are elected and qualified or until their earlier death, resignation or removal
      from office, or until there is a decrease in the number of
      Directors.




The
      Directors of this corporation may be removed only for cause by the holders
      of
      not less than two-thirds of the shares entitled to elect the Director or
      Directors whose removal is sought in the manner provided by the
      Bylaws.




**ARTICLE
      10. AMENDMENTS TO ARTICLES OF INCORPORATION**




This
      corporation reserves the right to amend or repeal, by the affirmative vote
      of
      the holders of a majority of the outstanding shares and, to the extent, if
      any,
      provided by resolution or resolutions of the Board of Directors providing for
      the issuance of a series of Common or Preferred stock, a majority of the
      outstanding shares entitled to vote thereon, voting as a class, any of the
      provisions contained in these Articles of Incorporation; provided, however,
      that
      amendment or repeal of Article 7, Article 9, Article 10, Article 12 or Article
      13 shall require the affirmative vote of the holders of two-thirds of the
      outstanding shares. The rights of the shareholders of this corporation are
      granted subject to this reservation; provided, however, that the holders of
      the
      outstanding shares of a class shall be entitled to vote as a class upon a
      proposed amendment if the amendment would increase or decrease the aggregate
      number of authorized shares of such class, increase or decrease the par value
      of
      the shares of such class, or alter or change the powers, preferences or special
      rights of the shares of such class so as to affect them adversely. If any
      proposed amendment would alter or change the powers, preferences or special
      rights of one or more series of any class so as to affect them adversely, but
      shall not affect the entire class, then only the shares of the series so
      affected by the amendment shall be considered as a separate class for the
      purposes of this Article 10. Notwithstanding the provisions of this
      Article 10, the number of authorized shares of any such class or classes of
      stock may be increased by the affirmative vote of the holders of a majority
      of
      the outstanding shares entitled to vote thereon or decreased (but not below
      the
      number of shares thereof then outstanding) by the affirmative vote of the
      holders of a majority of the outstanding shares entitled to vote thereon, if
      so
      provided in any amendment which created such class or classes of stock or which
      was adopted prior to the issuance of any shares of such class or classes of
      stock, or in any amendment which was authorized by a resolution or resolutions
      adopted by the affirmative vote of the holders of a majority of such class
      or
      classes of stock.




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**ARTICLE
      11. LIMITATION OF DIRECTOR LIABILITY**




To
      the
      full extent that the Washington Business Corporation Act, as it exists on the
      date hereof or may hereafter be amended, permits the limitation or elimination
      of the liability of Directors, a Director of this corporation shall not be
      liable to this corporation or its shareholders for monetary damages for conduct
      as a Director. Any amendments to or repeal of this Article 11 shall not
      adversely affect any right or protection of a Director of this corporation
      for
      or with respect to any acts or omissions of such Director occurring prior to
      such amendment or repeal.




**ARTICLE
      12. SPECIAL MEETINGS OF SHAREHOLDERS**




The
      Chairman of the Board of Directors, the President or the Board of Directors
      may
      call special meetings of the shareholders for any purpose. Further, a special
      meeting of the shareholders shall be held if the holders of not less than thirty
      percent (30%) of all the votes entitled to be cast on any issue proposed to
      be
      considered at such special meeting have dated, signed and delivered to the
      Secretary one or more written demands for such meeting, describing the purpose
      or purposes for which it is to be held.




**ARTICLE
      13. SPECIAL VOTING REQUIREMENTS**




In
      addition to any affirmative vote required by law, these Articles of
      Incorporation or otherwise, any "Business Combination" (as hereinafter defined)
      involving this corporation shall be subject to approval in the manner set forth
      in this Article 13.




**13.1
      Definitions.**




For
      the
      purposes of this Article 13:




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(a)  "Business
      Combination" means (i) a merger, share exchange or consolidation of this
      corporation or any of its Subsidiaries with any other corporation; (ii) the
      sale, lease, exchange, mortgage, pledge, transfer or other disposition or
      encumbrance, whether in one transaction or a series of transactions, by this
      corporation or any of its Subsidiaries of all or a substantial part of this
      corporation's assets otherwise than in the usual and regular course of business,
      or (iii) any agreement, contract or other arrangement providing for any of
      the foregoing transactions.




(b)  "Continuing
      Director" means any member of the Board of Directors who was a member of the
      Board of Directors on January 1, 1994 or who is elected to the Board of
      Directors after January 1, 1994 upon the recommendation of a majority of
      the Continuing Directors voting separately and as a subclass of Directors on
      such recommendation.




(c)  "Subsidiary"
      means a domestic or foreign corporation that has a majority of its outstanding
      voting shares owned, directly or indirectly, by this corporation.




**13.2
      Vote Required for Business Combinations.**




13.2.1  Except
      as
      provided in subsection 13.2.2 of this Article 13, the affirmative vote of
      not less than two-thirds of the outstanding shares and, to the extent, if any,
      provided by resolution or resolutions of the Board of Directors providing for
      the issuance of a series of Common or Preferred Stock, not less than two-thirds
      of the outstanding shares entitled to vote thereon, voting as a class, shall
      be
      required for the adoption or authorization of a Business
      Combination.




13.2.2  Notwithstanding
      subsection 13.2.1 of this Article 13, if a Business Combination shall have
      been approved by a majority of the Continuing Directors, voting separately
      and
      as a subclass of Directors, and is otherwise required by law to be approved
      by
      this corporation's shareholders, such Business Combination shall require the
      affirmative vote of not less than fifty-one percent (51%) of the outstanding
      shares entitled to vote thereon and, to the extent, if any, provided by
      resolution or resolutions of the Board of Directors providing for the issuance
      of a series of Common or Preferred Stock, not less than fifty-one percent (51%)
      of the outstanding shares of such series, voting as a class; provided, however,
      that if a Business Combination approved by a majority of the Continuing
      Directors is not otherwise required by law to be approved by this corporation's
      shareholders, then no vote of the shareholders of this corporation shall be
      required.




In
      addition to any affirmative vote required by law, these Articles of
      Incorporation or otherwise, any "Business Combination" (as hereinafter defined)
      involving this corporation shall be subject to approval in the manner set forth
      in this Article 13.




Dated:
      May 9, 2006


**TARGETED
              GENETICS CORPORATION**By:
            /s/
              H. Stewart ParkerH. Stewart Parker, President
              and Chief Executive Officer


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