0001144204-07-000992 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 8th, 2007 • Targeted Genetics Corp /Wa/ • Biological products, (no disgnostic substances) • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of January 8, 2007, by and among (i) Targeted Genetics Corporation, a Washington corporation (the “Company”), (ii) each person listed on Exhibit A attached hereto (collectively, the “Initial Investors” and each individually, an “Initial Investor”), and (iii) each person or entity that subsequently becomes a party to this Agreement pursuant to, and in accordance with, the provisions of Section 13 hereof (collectively, the “Investor Permitted Transferees” and each individually an “Investor Permitted Transferee”).

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WARRANT TO PURCHASE SHARES OF COMMON STOCK OF TARGETED GENETICS CORPORATION
Targeted Genetics Corp /Wa/ • January 8th, 2007 • Biological products, (no disgnostic substances) • New York

This Warrant is issued to [_____________], or its registered assigns (the “Purchaser”), pursuant to that certain Securities Purchase Agreement, dated as of January 8, 2007, among Targeted Genetics Corporation (the “Company”), the Purchaser and certain other purchasers thereunder (the “Purchase Agreement”) and is subject to the terms and conditions of the Purchase Agreement.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 8th, 2007 • Targeted Genetics Corp /Wa/ • Biological products, (no disgnostic substances) • New York

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of the 8th day of January, 2007 (the “Effective Date”) by and between Targeted Genetics Corporation, a Washington corporation, with its principal office at 1100 Olive Way Suite 100, Seattle, WA 98101 (the “Company”), and the several purchasers identified in the attached Exhibit A (individually, a “Purchaser” and collectively, the “Purchasers”).

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