ESP Plan






                                                                    EXHIBIT 4.2




CELL GENESYS, INC.

1992 EMPLOYEE STOCK PURCHASE PLAN



The following constitute the provisions of the 1992 Employee Stock Purchase Plan of Cell
Genesys, Inc.



1.   Purpose.  The purpose of the Plan is to provide employees of the Company and its
Designated Subsidiaries with an opportunity to purchase Common Stock of the Company through
accumulated payroll deductions.  It is the intention of the Company to have the Plan qualify as an
"Employee Stock Purchase Plan" under Section 423 of the Internal Revenue Code of 1986, as
amended.  The provisions of the Plan, accordingly, shall be construed so as to extend and limit
participation in a manner consistent with the requirements of that section of the Code.


2.  Definitions.



(a)"Board" shall mean the Board of Directors of the Company.


(b)"Code" shall mean the Internal Revenue Code of 1986, as amended.


(c)"Common Stock" shall mean the Common Stock of the Company.


(d)"Company" shall mean Cell Genesys, Inc., a Delaware corporation.


(e)"Compensation" shall mean all base straight time gross earnings,
exclusive of payments for overtime, shift premium, incentive compensation, incentive payments,
bonuses, commissions and other compensation.

 

(f)"Designated Subsidiaries" shall mean the Subsidiaries which have
been designated by the Board from time to time in its sole discretion ads eligible to participate in
the Plan.


(g)"Employee" shall mean any individual who is an Employee of the
Company for purposes of tax withholding under the Code whose customary employment with the Company
or any Designated Subsidiary is at least twenty (20) hours per week and more than five (5) months in
any calendar year.  For purposes of the Plan, the employment relationship shall be treated as
continuing intact while the individual is on sick leave or other leave of absence approved by the
Company. Where the period of leave exceeds 90 days and the individual's right to reemployment is not
guaranteed either by statute or by contract, the employment relationship will be deemed to have
terminated on the 91st day of such leave.



(h)"Enrollment Date" shall mean the first day of each Offering
Period.


(i)"Exercise Date" shall mean the last day of each Purchase Period.


(j)"Fair Market Value" shall mean, as of any date, the value of
Common Stock determined as follows:



(1)If the Common Stock is listed on any established stock exchange or a national
market system, including without limitation the National market System of the National Association
of Securities Dealers, Inc. Automated Quotation ("NASDAQ") System, its Fair Market Value
shall be the closing sale price for the Common Stock (or the mean of the closing bid and asked
prices, if no sales were reported), as quoted on such exchange (or the exchange with the greatest
volume of trading in Common Stock) or system on the date of such determination, as reported in The
Wall Street Journal or such other source as the Board deems reliable, or;


(2)If the Common Stock is quoted on the NASDAQ system (but not on the National
Market System thereof) or is regularly quoted by a recognized securities dealer but selling prices
are not reported, its Fair Market Value shall be the mean of the closing bid and asked prices for
the Common Stock on the date of such determination, as reported in The Wall Street Journal or such
other source as the Board deems reliable, or;


(3)In the absence of an established market for the Common Stock, the Fair Market
Value thereof shall be determined in good faith by the Board.


(4)For purposes of the Enrollment Date under the first Offering Period under the
Plan, the Fair Market Value of the Common Stock shall be the Price to Public as set forth in the
final prospectus filed with the Securities and Exchange Commission pursuant to Rule 424 under the
Securities Act of 1933, as amended.




(k)"Offering Period" shall mean the period of approximately twenty-
four (24) months during which an option granted pursuant to the Plan may be exercised, commencing on
the first Trading Day on or after February 1 and August 1 of each year and terminating on the last
Trading Day in the periods ending twenty-four months later, except that the first Offering Period
shall commence with the date on which the Company's registration statement on Form S-1 (or any
successor form thereof) is declared effective by the Securities and Exchange Commission.  The second
Offering Period under the Plan shall commence with the first Trading Day on or after August 1, 1993.
The duration of Offering Periods may be changed pursuant to Section 4 of this Plan.


(l)"Plan" shall mean this Employee Stock Purchase Plan.


(m)"Purchase Price" shall mean an amount equal to 85% of the Fair
Market Value of a share of Common Stock on the Enrollment Date or on the Exercise Date, whichever is
lower.


(n)"Purchase Period" shall mean the approximately six month period
commencing after one Exercise Date and ending with the next Exercise Date, except that the first
Purchase Period of any Offering Period shall commence on the Enrollment Date and end with the next
Exercise Date; provided, however, that the first Purchase Period of the first Offering Period under
the Plan shall commence with the date on which the Company's registration statement on Form S-1 (or
any successor form thereof) is declared effective by the Securities and Exchange Commission and end
on the last Trading Day occurring in the period ending July 31, 1993.


(o)"Reserves" shall mean the number of shares of Common Stock
covered by each option under the Plan which have not yet been exercised and the number of shares of
Common Stock which have been authorized for issuance under the Plan but not yet placed under
option.


(p)"Subsidiary" shall mean a corporation, domestic or foreign, of
which not less than 50% of the voting shares are held by the Company or a Subsidiary, whether or not
such corporation now exists or is hereafter organized or acquired by the Company or a
Subsidiary.


(q)"Trading Day" shall mean a day on which national stock exchanges
and the National Association of Securities Dealers Automate Quotation (NASDAQ) System are open for
trading.




3.Eligibility.





(a)Any Employee (as defined in Section 2 (g)), who has been continuously employed by
the Company for at least three (3) consecutive months and who shall be employed by the Company on a
given Enrollment Date shall be eligible to participate in the Plan.


(b)Any provisions of the Plan to the contrary notwithstanding, no Employee shall be
granted an option under the Plan (i) if, immediately after the grant, such Employee (or any other
person whose stock would be attributed to such Employee pursuant to Section 424(d) of the Code)
would own capital stock of the Company and/or hold outstanding options to purchase such stock
possessing five percent (5) or more of the total combined voting power or value of all classes of
the capital stock of the Company or of any Subsidiary, or (ii) which permits his or her rights to
purchase stock under all employee stock purchase plans of the Company and its subsidiaries to accrue
at a rate which exceeds twenty-five thousand dollars ($25,000) worth of stock (determined at the
fair market value of the shares at the time such option is granted) for each calendar year in which
such option is outstanding at any time.




4.Offering Periods.   The Plan shall be implemented by consecutive, overlapping
Offering Periods with a new Offering Period commencing on the first trading Day on or after February
1 and August 1 each year, or on such other date as the Board shall determine, and continuing
thereafter until terminated in accordance with Section 19 hereof; provided, however, that the first
Offering Period under the Plan shall commence with the First Trading Day on or after the date on
which the Company's registration statement on Form S-1 (or any successor form thereof) is declared
effective by the Securities and Exchange Commission ad end on the last Trading Day in the period
ending January 31, 1995.  The second Offering Period under the Plan shall commence with the first
Trading Day on or after August 1, 1993.  The Board shall have the power to change the duration of
Offering Periods (including the commencement dates thereof) with respect to future offerings without
shareholder approval if such change is announced at least fifteen (15) days prior to the scheduled
beginning of the first Offering Period to be affected thereafter.


5.Participation.





(a)An eligible Employee may become a participant in the Plan by completing a
subscription agreement authorizing payroll deductions in the form of Exhibit A to this Plan and
filing it with the Company's payroll office at least five (5) business days prior to the applicable
Enrollment Date, unless a later time for filing the subscription agreement is set b the Board for
all eligible Employees with respect to a given Offering Period.


(b)Payroll deductions for a participant shall commence on the first payroll following
the Enrollment Date and shall end on the last payroll in the Offering period to which such
authorization is applicable, unless sooner terminated by the participant as provided in Section 10
hereof.




6.Payroll Deductions.



(a)At the time a participant files his or her subscription agreement, he or she shall
elect to have payroll deductions made on each pay day during the Offering Period in an amount not
exceeding ten percent (10%) of the Compensation which he or she receives on each pay day during the
Offering Period, and the aggregate of such payroll deductions during the Offering Period shall not
exceed ten percent (10%) of the participant's Compensation during said Offering Period.


(b)All payroll deductions made for a participant shall be credited to his or her
account under the Plan and will be withheld in whole percentages only.  A participant may not make
any additional payments into such account.


(c)A participant may discontinue his or her participation in the Plan as provided in
Section 10 hereof, or may increase or decrease the rate of his or her payroll deductions during the
Offering period by completing or filing with the Company a new subscription agreement authorizing a
change in payroll deduction rate.  The Board may, in its discretion, limit he number of
participation rate changes during any Offering Period.  The change in rate shall be effective with
the first full payroll period following five (5) business days after the Company's receipt of the
new subscription agreement unless the Company elects to process a given change in participation more
quickly.  A participant's subscription agreement shall remain in effect for successive Offering
Periods unless terminated as provided in Section 10 hereof.


(d)Notwithstanding the foregoing, to the extent necessary to comply with Section 423
(b) (8) of the Code and Section 3 (b) hereof, a participant's payroll deductions may be decreased to
0% at such time during any Purchase Period which is scheduled to end during the current calendar
year (the "Current Purchase period") that the aggregate of all payroll deductions which
were previously used to purchase stock under the Plan in a prior Purchase Period which ended during
that calendar year plus all payroll deductions accumulated with respect to the Current Purchase
Period equal $21,250.  Payroll deductions shall recommence at the rate provided in such
participant's subscription agreement at the beginning of the first Purchase Period which is
scheduled to end in the following calendar year, unless terminated by the participant as provided in
Section 10 hereof.


(e)At the time the option is exercised, in whole or in part, or at the time some or
all of the Company's Common Stock issued under the Plan is disposed of, the participant must make
adequate provision for the Company's federal, state, or other tax withholding obligations, if any,
which arise upon the exercise of the option or the disposition of the Common Stock.  At any time,
the Company may, but will not be obligated to, withhold from the participant's compensation the
amount necessary for the Company to meet applicable withholding obligations, including any
withholding required to make available to the Company any tax deductions or benefits attributable to
sale or early disposition of Common Stock by the Employee.




7.Grant of Option.   On the Enrollment Date of each Offering period, each eligible
Employee participating in such Offering Period shall be granted an option to purchase on each
Exercise Date during such Offering Period (at the applicable Purchase Price) up to a number of
shares of the Company's Common Stock determined by dividing such Employee's payroll deductions
accumulated prior to such Exercise Date and retained in the Participant's account as of the Exercise
Date by the applicable Purchase Price; provided that in no event shall an Employee be permitted to
purchase during each Purchase Period more than a number of Shares determined by dividing $12,500 by
the Fair Market Value of a share of the Company's Common Stock on the Enrollment Date, and provided
further that such purchase shall be subject to the limitations set forth in Sections 3(b) and 12
hereof.  Exercise of the option shall occur as provided in Section 8 hereof, unless the participant
has withdrawn pursuant to Section 10 hereof, and shall expire on the last day of the offering
period.


8.Exercise of Option.   Unless a participant withdraws from the Plan as provided
in Section 10 hereof, his or her option for the purchase of shares will be exercised automatically
on the Exercise Date, and the maximum number of full shares subject to option shall be purchased for
such participant at the applicable Purchase Price with the accumulated payroll deductions in his or
her account.  No fractional shares will be purchased; any payroll deductions accumulated in a
participant's account which are not sufficient to purchase a full share shall be retained in the
participant's account for the subsequent Purchase Period or Offering period, subject to earlier
withdrawal by the participant as provided in Section 10 hereof.  Any other monies left over in a
participant's account after the Exercise Date shall be returned to the participant.  During a
participant's lifetime, a participant's option to purchase shares hereunder is exercisable only by
him or her.


9.Delivery.   As promptly as practicable after each Exercise Date on which a
purchase of shares occurs, the Company shall arrange the delivery to each participant, as
appropriate, of a certificate representing the shares purchased upon exercise of his or her
option.


10.Withdrawal; Termination of Employment.




(a)A participant may withdraw all but not less than all the payroll deductions
credited to his or her account and not yet used to exercise his or her option under the Plan at any
time by giving written notice to the Company in the form of Exhibit B to this Plan.  All of the
participant's payroll deductions credited to his or her account will be paid to such participant
promptly after receipt of notice of withdrawal and such participant's option for the Offering Period
will be automatically terminated, and no further payroll deductions for the purchase of shares will
be made during the Offering period.  If a participant withdraws from an offering Period, payroll
deductions will not resume at the beginning of the succeeding Offering Period unless the participant
delivers to the Company a new subscription agreement.


(b)Upon a participant's ceasing to be an Employee (as defined in Section 2 (g)
hereof), for any reason, including by virtue of him or her having failed to remain an Employee of
the Company or at least twenty (2) hours per week during an Offering Period in which the Employee is
a participant, he or she will be deemed t have elected to withdraw from the Plan and the payroll
deductions credited to such participant's account during the Offering Period but not yet used to
exercise the option will be returned to such participant or, in the case of his or her death, to the
person or person's entitled thereto under Section 14 hereof, and such participant's option will be
automatically terminated.




11.Interest.   No interest shall accrue on the payroll deductions of a participant
in the Plan.


12.Stock.



(a)The maximum number of shares of the company's Common Stock which shall be made
available for sale under the Plan shall be two hundred and fifty thousand (250,000) shares, subject
to adjustment upon changes in capitalization of the Company as provided in Section 18 hereof. If on
a given Exercise Date the number of shares with respect to which options are to be exercised exceeds
the number of shares then available under the Plan, the Company shall make a pro rata allocation of
the shares remaining available for purchase in as uniform a manner as shall be practicable and as it
shall determine to be equitable.


(b)The participant will have no interest or voting right in shares covered by his
option until such option has been exercised.



(c)Shares to be delivered to a participant under the Plan will be registered in the
name of the participant or in the name of the participant and his or her spouse.





13.Administration.



(a)Administrative Body.   The Plan shall be administered by the Board or a
committee of members of the Board appointed by the Board.  The Board or its committee shall have
full and exclusive discretionary authority to construe, interpret and apply the terms of the Plan,
to determine eligibility and to adjudicate all disputed claims filed under the Plan.  Every finding,
decision and determination made by the Board or its committee shall, to the full extent permitted by
law, be final and binding upon all parties.  Members of the Board who are eligible Employees are
permitted to participate in the Plan, provided that:



(1)Members of the Board who are eligible to participate in the Plan may not vote
on any matter affecting the administration of the Plan or the grant of any option pursuant to the
Plan.


(2)If a Committee is established to administer the Plan, no member of the Board
who is eligible to participate in the Plan may be a member of the Committee.




(b)Rule 16b-3 Limitations.   Notwithstanding the provisions of Subsection (a)
of this Section 13, in the event that Rule 16b-3 promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or any successor provision ("Rule 16b-3")
provides specific requirements for the administrators of plans of this type, the Plan shall be only
administered by such a body and in such a manner as shall comply with the applicable requirements of
Rule 16b-3.  Unless permitted by Rule 16b-3, no discretion concerning decisions regarding the Plan
shall be afforded to any committee or person that is not 'disinterested" as that term is used
in Rule 16b-3.




14.Designation of Beneficiary.



(a)A participant may file a written designation of a beneficiary who is to receive
any shares and cash, if any, from the participant's account under the Plan in the event of such
participant's death subsequent to an Exercise Date on which the option is exercised but prior to
delivery to such participant of such shares and cash.  In addition, a participant may file a written
designation of a beneficiary who is to receive any cash from the participant's account under the
Plan in the event of such participant's death prior to exercise of the option.  If a participant is
married and the designated beneficiary is not the spouse, spousal consent shall be required for such
designation to be effective.


(b)Such designation of beneficiary may be changed by the participant at any time by
written notice.  In the event of the death of a participant and in the absence of a beneficiary
validly designated under the Plan who is living at the time of such participants death, the Company
shall deliver such shares and/or cash to the executor or administrator of the estate of the
participant, or if no such executor or administrator has been appointed (to the knowledge of the
Company), the Company, in its discretion, may deliver such shares and/or cash to the spouse or to
any one or more dependents or relatives of the participant, or if no spouse, dependent ore relative
is known to the Company, then to such other person as the Company may designate.




15.Transferability.   Neither payroll deductions credited to a participant's
account nor any rights with regard to the exercise of an option or to receive shares under the Plan
may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the
laws of descent and distribution or as provided in Section 14 hereof) by the participant.  Any such
attempt at assignment, transfer, pledge or other disposition shall be without effect, except that
the Company may treat such act as an election to withdraw funds from an offering period in
accordance with section 10 hereof.


16.Use of Funds.All payroll deductions received or held by the Company under
the Plan may be used by the Company or any corporate purpose, and the Company shall not be obligated
to segregate such payroll deductions.


17.Reports.   Individual accounts will be maintained for each participant in the
Plan.  Statements of account will be given to participating Employees at least annually, which
statements will set forth the amounts of payroll deductions, the Purchase Price, the number of
shares purchased and the remaining cash balance, if any.


18.Adjustments Upon Changes in Capitalization, Dissolution, Liquidation, Merger or
Asset Sale.


(a)Changes in Capitalization.   Subject to any required action by the
stockholders of the Company, the Reserves as well as the price per share of Common Stock covered by
each option under the Plan which has not yet been exercised shall be proportionately adjusted for
any increase or decrease in the number of issued shares of Common Stock resulting from a stock
split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or
any other increase or decrease in the number of shares of Common Stock effected without receipt of
consideration by the Company provided, however, that conversion of any convertible securities of the
Company shall not be b to have been "effected without receipt of consideration".  Such
adjustment shall be made by the Board, whose determination in that respect shall be final, binding
and conclusive.  Except as expressly provided herein, no issuance by the Company for shares of stock
of any class, or securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall e made with respect to, the number or price of shares of Common
Stock subject to an option.


(b)Dissolution or Liquidation.  In the event of the proposed dissolution or
liquidation of the Company, the Offering Periods will terminate immediately prior to the
consummation of such proposed action, unless otherwise provided by the Board.


(c)Merger or Asset Sale.In the event of a proposed sale of all or
substantially all of the assets of the Company, or the merger of the Company with or into another
corporation, each option under the Plan shall be assumed or an equivalent option shall be
substituted by such successor corporation or a parent or subsidiary of such successor corporation,
unless the Board determines, in the exercise of its sole discretion and in lieu of such assumption
or substitution, t shorten the Offering Periods then in progress by setting a new Exercise Date (the
"New Exercise Date").  If the Board shortens the Offering Periods then in progress in lieu
of assumption or substitution in the event of a merger or sale of assets, the Board shall notify
each participant in writing, at least ten (10) business days prior to the New Exercise Date, that
the Exercise Date for his option has been changed to he New Exercise Date and that his option will
be exercised automatically on the New Exercise Date, unless prior to such date he has withdrawn from
the Offering Period as provided in Section 10 hereof.  For purposes of this paragraph, an option
granted under the Plan shall be deemed to be assumed if, following the sale of assets or merger, the
option confers the right to purchase, for each share of option stock subject to the option
immediately prior to the sale of assets or merger, the consideration (whether stock, cash or other
securities or property) received in the sale of assets or merger by holders of Common Stock for each
share of Common Stock held on the effective date of the transaction (and if such holders were
offered a choice of consideration, the type of consideration chosen by the holders of a majority of
the outstanding shares of Common Stock); provided, however, that if such consideration received in
the sale of assets or merger was snot solely common stock of the successor corporation or its parent
(as defined in Section 424 (e) of the Code), the Board may, with the consent of the successor
corporation and the participant, provide for the consideration to be received upon exercise of the
option to be solely common stock of the successor corporation or its parent equal in fair market
value to the per share consideration received by holders of Common Stock and the sale of assets or
merger.




19.Amendment or Termination.


(a)The Board of Directors of the Company may at any time and for any reason terminate
or amend the Plan.  Except as provided in Section 18 hereof, no such termination can affect options
previously granted, provided that an Offering Period may be terminated b the Board of Directors on
any Exercise Date if the Board determines that the termination of the Plan is in the best interests
of the Company and its stockholders.  Except as provided in Section 18 hereof, no amendment may make
any change in any option theretofore granted which adversely affects the rights of any participant.
To the extent necessary to comply with Rule 16b-3 or under Section 423 of the Code (or any successor
rule or provision or any other applicable law or regulation), the Company shall obtain shareholder
approval in such a manner and to such a degree as required.


(b)Without shareholder consent and without regard to whether any participant rights
may be considered to have been "adversely affected", the Board (or its committee) shall be
entitled to change the Offering Periods, limit the frequency and/or number of changes in the amount
withheld during an Offering period, establish the exchange ratio applicable to amounts withheld in a
currency other than U.S. dollars, permit payroll withholding in excess of the amount designated by a
participant in order to adjust for delays or mistakes in the Company's processing of properly
completed withholding elections, establish reasonable waiting and adjustment periods and/or
accounting and crediting procedures to ensure that amounts applied toward the purchase of Common
Stock for each participant properly correspond with amounts withheld from the participant's
Compensation, and establish such other limitations or procedures as the Board (or its committee)
determines in its sole discretion advisable which are consistent with the Plan.




20.Notices.   All notices or other communications by a participant to the Company
under or in connection with the Plan shall be deemed to have been duly given when received in the
form specified by the Company at the location, or by the person, designated by the Company for the
receipt thereof.


21.Conditions Upon Issuance of Shares.   Shares shall not be issued with respect
to an option unless the exercise of such option and the issuance and delivery of such shares
pursuant thereto shall comply with all applicable provisions of law, domestic or foreign, including,
without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, the rules and regulations promulgated thereunder, and the requirements of any stock
exchange upon which the shares may then be listed, and shall be further subject to the approval of
counsel for the Company with respect to such compliance.


As a condition to the exercise of an option, the Company may require the person
exercising such option to represent and warrant at the time of any such exercise that the shares are
being purchased only for investment and without any present intention to sell or distribute such
shares if, in the opinion of counsel for the Company, such a representation is required by any of
the aforementioned applicable provisions of law.


22.Term of Plan.  The Plan shall become effective upon the earlier to occur of its
adoption by the Board of Directors or its approval by the stockholders of the Company.  It shall
continue in effect for a term of ten (10) years unless sooner terminated under Section 19
hereof.


23.Additional Restrictions of Rule 16b-3.  The terms and conditions of options
granted hereunder to, and the purchase o shares by, persons subject to Section 16 of the Exchange
Act shall comply with the applicable provisions of Rule 16b-3.  This Plan shall be deemed to
contain, and such options shall contain, and the shares issued upon exercise thereof shall be
subject to, such additional conditions and restrictions as may be required by Rule 16b-3 to qualify
for the maximum exemption from Section 16 of the Exchange Act with respect to Plan transactions.


24.Automatic Transfer to Low Price Offering Period.To the extent permitted by
Rule 16b-3 of the Exchange Act, if the Fair market Value of the Common Stock on any Exercise Date in
an Offering Period is lower than the Fair Market Value of the Common Stock on the Enrollment Date of
such Offering Period, then all participants in such offering Period shall be automatically withdrawn
from such Offering Period immediately after the exercise of their option on such Exercise Date and
automatically re-enrolled in the immediately following Offering Period as of the first day
thereof.

















EXHIBIT A



CELL GENESYS, INC.

1992 EMPLOYEE STOCK PURCHASE PLAN

SUBSCRIPTION AGREEMENT



 

 

_______ Original Application
                
Enrollment Date:______________

_______ Change in Payroll Deduction Rate

_______ Change of Beneficiary(ies)


 

 

	________________________________________ hereby elects to participate in the Cell Genesys, Inc.
1992 Employee Stock Purchase Plan (the "Employee Stock Purchase Plan") and subscribes to
purchase shares of the Company's Common Stock in accordance with this Subscription Agreement and the
Employee Stock Purchase Plan.
	 I hereby authorize payroll deductions from each paycheck in the amount of _____% of my
Compensation on each payday (1% - 10%) during the Offering Period in accordance with the
Employee Stock Purchase Plan.  (Please note that no fractional percentages are permitted.)
	I understand that said payroll deductions shall be accumulated for the purchase of shares of
Common Stock at the applicable Purchase Price determined in accordance with the Employee Stock
Purchase Plan.  I understand that if I do not withdraw from an Offering Period, any accumulated
payroll deductions will be used to automatically exercise my option.
	I have received a copy of the complete "Cell Genesys, inc. 1992 Employee Stock Purchase
Plan."  I understand that my participation in the Employee Stock Purchase Plan is in all
respects subject to the terms of the Plan.  I understand that the grant of the option by the Company
under this Subscription Agreement is subject to obtaining shareholder approval of the Employee Stock
Purchase Plan.
	Shares purchased for me under the Employee Stock Purchase Plan should be issued in the name(s)
of (Employee of Employee and spouse only):______________________________________________.
	I understand that if I dispose of any shares received by me pursuant to the Plan within 2 years
after the Enrollment Date (the first day of the Offering Period during which I purchased such
shares) or one year after the Exercise Date, I will be treated for federal income tax purposes as
having received ordinary income at the time of such disposition in an amount equal to the excess of
the fair market value of the shares at the time such shares were delivered to me over the price
which I paid for the shares.  I hereby agree to notify the Company in writing within 30 days
after the date of any disposition of my shares and I will make adequate provision for Federal, state
or other tax withholding obligations, if any, which arise upon the disposition of the Common
Stock.  The Company may, but will not be obligated to, withhold from my compensation the amount
necessary to make available to the Company an tax deductions or benefits attributable to sale or
early disposition of Common Stock by me.  If I dispose of such shares at any time after the
expiration of the 2-year and 1-year holding periods, I understand that I will be treated for federal
income tax purposes as having received income only at the time of such disposition, an that such
income will be taxed as ordinary income only to the extent of an amount equal to the lesser of (1)
the excess of the air market value of the shares at the time of such disposition over the purchase
price which I paid for the shares, or (2) 15% of the fair market value of the shares on the first
day of the Offering Period.  The remainder of the gain, if any, recognized on such disposition will
be taxed as capital gain.
	I hereby agree to be bound by the terms of the Employee Stock Purchase Plan.  The effectiveness
of this Subscription Agreement is dependent upon my eligibility to participate in the Employee Stock
Purchase Plan.
	In the event of my death, I hereby designate the following as my beneficiary(ies) to receive all
payments and shares due me under the Employee Stock Purchase Plan:




NAME:  (Please print)_______________________________________________________________

(First)(Middle)(Last)


____________________________________________________________________

Relationship

_________________________________________

(Address)


 

Employee's Social

Security Number:________________________________


Employee's Address:________________________________


________________________________



________________________________


I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT SUCCESSIVE
OFFERING PERIODS UNLESS TERMINATED BY ME.


Date:__________________________________________________________

Signature of Employee


_______________________________

Spouse's Signature (If beneficiary other
than spouse)


















EXHIBIT B



CELL GENESYS, INC.



1992 EMPLOYEE STOCK PURCHASE PLAN



NOTICE OF WITHDRAWAL



 

 

The undersigned participant in the offering Period of the Cell Genesys, Inc. 1992 Employee
Stock Purchase Plan which began on ____________, 19______(the "Enrollment Date") hereby
notifies the Company that he or she hereby withdraws from the Offering Period.  He or she hereby
directs the Company to pay to the undersigned as promptly as practicable all the payroll deductions
credited to his or her account with respect to such Offering Period.  The undersigned understands
and agrees that his or her option for such Offering Period will be automatically terminated.  The
undersigned understands further that no further payroll deductions will be made for the purchase of
shares in the current Offering Period and the undersigned shall be eligible to participate in
succeeding Offering Periods only by delivering to the Company a new Subscription Agreement.


 

Name an Address of Participant:


______________________________


______________________________


______________________________


 

Signature:


______________________________


Date:__________________________