1998 Plan






                                                                    EXHIBIT 4.1






CELL GENESYS, INC.



1998 STOCK PLAN


 

 

 

1.Purposes of the Plan.  The purposes of this Stock Plan are:



	 to attract and retain the best available personnel
for positions of substantial responsibility, 


	to provide additional incentive to Employees,
Directors and Consultants, and 


	to promote the success of the Company's business.







Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options, as
determined by the Administrator at the time of grant.  Stock Purchase Rights may also be granted
under the Plan.


2.Definitions. As used herein, the following definitions shall apply:



(a)"Administrator" means the Board or any of its Committees as shall be administering
the Plan, in accordance with Section 4 of the Plan.


(b)"Applicable Laws" means the requirements relating to the administration of stock
option plans under U. S. state corporate laws, U.S. federal and state securities laws, the Code, any
stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable
laws of any foreign country or jurisdiction where Options or Stock Purchase Rights are, or will be,
granted under the Plan.


(c)"Board" means the Board of Directors of the Company.


(d)"Code" means the Internal Revenue Code of 1986, as amended.


(e)"Committee"  means a committee of Directors appointed by the Board in accordance
with Section 4 of the Plan.


(f)"Common Stock" means the common stock of the Company.


(g)"Company" means Cell Genesys, Inc., a Delaware corporation.


(h)"Consultant" means any person, including an advisor, engaged by the Company or a
Parent or Subsidiary to render services to such entity.


(i)"Director" means a member of the Board.

(j)"Disability" means total and permanent disability as defined in Section 22(e)(3) of
the Code.


(k)"Employee" means any person, including Officers and Directors, employed by the
Company or any Parent or Subsidiary of the Company.  A Service Provider shall not cease to be an
Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers
between locations of the Company or between the Company, its Parent, any Subsidiary, or any
successor.  For purposes of Incentive Stock Options, no such leave may exceed ninety days, unless
reemployment upon expiration of such leave is guaranteed by statute or contract.  If reemployment
upon expiration of a leave of absence approved by the Company is not so guaranteed, on the 181st day
of such leave any Incentive Stock Option held by the Optionee shall cease to be treated as an
Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory Stock Option.
Neither service as a Director nor payment of a director's fee by the Company shall be sufficient to
constitute "employment" by the Company.


(l)"Exchange Act" means the Securities Exchange Act of 1934, as amended.


(m)"Fair Market Value" means, as of any date, the value of Common Stock determined as
follows:


(i)If the Common Stock is listed on any established stock exchange or a national market
system, including without limitation the Nasdaq National Market or The Nasdaq SmallCap Market of The
Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for such stock (or the
closing bid, if no sales were reported) as quoted on such exchange or system for the last market
trading day prior to the time of determination, as reported in The Wall Street Journal or
such other source as the Administrator deems reliable;


(ii)If the Common Stock is regularly quoted by a recognized securities dealer but selling
prices are not reported, the Fair Market Value of a Share of Common Stock shall be the mean between
the high bid and low asked prices for the Common Stock on the last market trading day prior to the
day of determination, as reported in The Wall Street Journal or such other source as the
Administrator deems reliable; or 


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



(n)"Incentive Stock Option" means an Option intended to qualify as an incentive stock
option within the meaning of Section 422 of the Code and the regulations promulgated
thereunder.


(o)"Nonstatutory Stock Option" means an Option not intended to qualify as an Incentive
Stock Option.


(p)"Notice of Grant" means a written or electronic notice evidencing certain terms and
conditions of an individual Option or Stock Purchase Right grant.  The Notice of Grant is part of
the Option Agreement.


(q)"Officer" means a person who is an officer of the Company within the meaning of
Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.


(r)"Option" means a stock option granted pursuant to the Plan.


(s)"Option Agreement" means an agreement between the Company and an Optionee
evidencing the terms and conditions of an individual Option grant.  The Option Agreement is subject
to the terms and conditions of the Plan.


(t)"Option Exchange Program" means a program whereby outstanding Options are
surrendered in exchange for Options with a lower exercise price.


(u)"Optioned Stock" means the Common Stock subject to an Option or Stock Purchase
Right.


(v)"Optionee" means the holder of an outstanding Option or Stock Purchase Right
granted under the Plan.


(w)"Parent" means a "parent corporation," whether now or hereafter existing, as
defined in Section 424(e) of the Code.


(x)"Plan" means this 1998 Stock Plan.


(y)"Restricted Stock" means shares of Common Stock acquired pursuant to a grant of
Stock Purchase Rights under Section 11 of the Plan.


(z)"Restricted Stock Purchase Agreement" means a written agreement between the Company
and the Optionee evidencing the terms and restrictions applying to stock purchased under a Stock
Purchase Right.  The Restricted Stock Purchase Agreement is subject to the terms and conditions of
the Plan and the Notice of Grant.


(aa)"Rule 16b-3" means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3,
as in effect when discretion is being exercised with respect to the Plan.


(bb)"Section 16(b)" means Section 16(b) of the Exchange Act.


(cc)"Service Provider" means an Employee, Director or Consultant.


(dd)"Share" means a share of the Common Stock, as adjusted in accordance with Section
13 of the Plan.


(ee)"Stock Purchase Right" means the right to purchase Common Stock pursuant to
Section 11 of the Plan, as evidenced by a Notice of Grant.


(ff)"Subsidiary" means a "subsidiary corporation", whether now or hereafter existing,
as defined in Section 424(f) of the Code.



3.Stock Subject to the Plan.  Subject to the provisions of Section
13 of the Plan, the maximum aggregate number of Shares which may be optioned and sold under the Plan
is 1,600,000 Shares.  The Shares may be authorized, but unissued, or reacquired Common Stock.  


If an Option or Stock Purchase Right expires or becomes unexercisable without having been
exercised in full, or is surrendered pursuant to an Option Exchange Program, the unpurchased Shares
which were subject thereto shall become available for future grant or sale under the Plan (unless
the Plan has terminated); provided, however, that Shares that have actually been issued under
the Plan, whether upon exercise of an Option or Right, shall not be returned to the Plan and shall
not become available for future distribution under the Plan, except that if Shares of Restricted
Stock are repurchased by the Company at their original purchase price, such Shares shall become
available for future grant under the Plan. 


4.Administration of the Plan.


(a)Procedure.


(i)Multiple Administrative Bodies.  The Plan may be administered by different
Committees with respect to different groups of Service Providers.


(ii)Section 162(m). To the extent that the Administrator determines it to be desirable
to qualify Options granted hereunder as "performance-based compensation" within the meaning of
Section 162(m) of the Code, the Plan shall be administered by a Committee of two or more "outside
directors" within the meaning of Section 162(m) of the Code.


(iii)Rule 16b-3.  To the extent desirable to qualify transactions hereunder as exempt
under Rule 16b-3, the transactions contemplated hereunder shall be structured to satisfy the
requirements for exemption under Rule 16b-3.


 (iv)Other Administration.  Other than as provided above, the Plan shall
be administered by (A) the Board or (B) a Committee, which committee shall be constituted
to satisfy Applicable Laws. 



(b)Powers of the Administrator.  Subject to the provisions of the Plan,
and in the case of a Committee, subject to the specific duties delegated by the Board to such
Committee, the Administrator shall have the authority, in its discretion:


(i)to determine the Fair Market Value;


    (ii)to select the Service Providers to whom Options and Stock Purchase Rights may be
granted hereunder;


    (iii)to determine the number of shares of Common Stock to be covered by each Option
and Stock Purchase Right granted hereunder;


(iv)to approve forms of agreement for use under the Plan;


    (v)to determine the terms and conditions, not inconsistent with the terms of the
Plan, of any Option or Stock Purchase Right granted hereunder.  Such terms and conditions include,
but are not limited to, the exercise price, the time or times when Options or Stock Purchase Rights
may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of
forfeiture restrictions, and any restriction or limitation regarding any Option or Stock Purchase
Right or the shares of Common Stock relating thereto, based in each case on such factors as the
Administrator, in its sole discretion, shall determine;


   (vi)to reduce the exercise price of any Option or Stock Purchase Right to the then
current Fair Market Value if the Fair Market Value of the Common Stock covered by such Option or
Stock Purchase Right shall have declined since the date the Option or Stock Purchase Right was
granted;


   (vii)to institute an Option Exchange Program;


  (viii)to construe and interpret the terms of the Plan and awards granted pursuant to
the Plan;


    (ix)to prescribe, amend and rescind rules and regulations relating to the Plan,
including rules and regulations relating to sub-plans established for the purpose of qualifying for
preferred tax treatment under foreign tax laws;


(x)to modify or amend each Option or Stock Purchase Right (subject to Section 15(c) of the
Plan), including the discretionary authority to extend the post-termination exercisability period of
Options longer than is otherwise provided for in the Plan;


(xi)to allow Optionees to satisfy withholding tax obligations by electing to have the Company
withhold from the Shares to be issued upon exercise of an Option or Stock Purchase Right that number
of Shares having a Fair Market Value equal to the amount required to be withheld.  The Fair Market
Value of the Shares to be withheld shall be determined on the date that the amount of tax to be
withheld is to be determined.  All elections by an Optionee to have Shares withheld for this purpose
shall be made in such form and under such conditions as the Administrator may deem necessary or
advisable;


    (xii)to authorize any person to execute on behalf of the Company any instrument
required to effect the grant of an Option or Stock Purchase Right previously granted by the
Administrator;


  (xiii)to make all other determinations deemed necessary or advisable for administering
the Plan.




(c)Effect of Administrator's Decision.  The Administrator's decisions,
determinations and interpretations shall be final and binding on all Optionees and any other holders
of Options or Stock Purchase Rights.




5.Eligibility.  Nonstatutory Stock Options and Stock Purchase Rights may be granted to
Service Providers.  Incentive Stock Options may be granted only to Employees.


6.Limitations.


(a)Each Option shall be designated in the Option Agreement as either an Incentive Stock
Option or a Nonstatutory Stock Option.  However, notwithstanding such designation, to the extent
that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are
exercisable for the first time by the Optionee during any calendar year (under all plans of the
Company and any Parent or Subsidiary) exceeds $100,000, such Options shall be treated as
Nonstatutory Stock Options.  For purposes of this Section 6(a), Incentive Stock Options shall
be taken into account in the order in which they were granted.  The Fair Market Value of the Shares
shall be determined as of the time the Option with respect to such Shares is granted.


(b)Neither the Plan nor any Option or Stock Purchase Right shall confer upon an Optionee any
right with respect to continuing the Optionee's relationship as a Service Provider with the Company,
nor shall they interfere in any way with the Optionee's right or the Company's right to terminate
such relationship at any time, with or without cause.


(c)The following limitations shall apply to grants of Options:



(i)No Service Provider shall be granted, in any fiscal year of the Company, Options to
purchase more than 250,000 Shares.


(ii)In connection with his or her initial service, a Service Provider may be granted Options
to purchase up to an additional 250,000 Shares which shall not count against the limit set forth in
subsection (i) above.

(iii)The foregoing limitations shall be adjusted proportionately in connection with any
change in the Company's capitalization as described in Section 13. 


(iv)  If an Option is cancelled in the same fiscal year of the Company in which it was
granted (other than in connection with a transaction described in Section 13), the cancelled Option
will be counted against the limits set forth in subsections (i) and (ii) above.  For this purpose,
if the exercise price of an Option is reduced, the transaction will be treated as a cancellation of
the Option and the grant of a new Option.







7.Term of Plan.  Subject to Section 19 of the Plan, the Plan shall become
effective upon its adoption by the Board.  It shall continue in effect for a term of ten (10) years
unless terminated earlier under Section 15 of the Plan.


8.Term of Option.  The term of each Option shall be stated in the Option Agreement.
In the case of an Incentive Stock Option, the term shall be ten (10) years from the date of
grant or such shorter term as may be provided in the Option Agreement.  Moreover, in the case of an
Incentive Stock Option granted to an Optionee who, at the time the Incentive Stock Option is
granted, owns stock representing more than ten percent (10%) of the total combined voting power of
all classes of stock of the Company or any Parent or Subsidiary, the term of the Incentive Stock
Option shall be five (5) years from the date of grant or such shorter term as may be provided in the
Option Agreement.


9.Option Exercise Price and Consideration.


(a)Exercise Price.  The per share exercise price for the Shares to be issued pursuant
to exercise of an Option shall be determined by the Administrator, subject to the following:


(i)In the case of an Incentive Stock Option


(A)granted to an Employee who, at the time the Incentive Stock Option is granted, owns stock
representing more than ten percent (10%) of the voting power of all classes of stock of the Company
or any Parent or Subsidiary, the per Share exercise price shall be no less than 110% of the Fair
Market Value per Share on the date of grant.


(B)granted to any Employee other than an Employee described in paragraph (A) immediately
above, the per Share exercise price shall be no less than 100% of the Fair Market Value per Share on
the date of grant.



    (ii)In the case of a Nonstatutory Stock Option, the per Share exercise price shall be
determined by the Administrator.  In the case of a Nonstatutory Stock Option intended to qualify as
"performance-based compensation" within the meaning of Section 162(m) of the Code, the per Share
exercise price shall be no less than 100% of the Fair Market Value per Share on the date of
grant.

(iii)Notwithstanding the foregoing, Options may be granted with a per Share exercise price of
less than 100% of the Fair Market Value per Share on the date of grant pursuant to a merger or other
corporate transaction.



(b)Waiting Period and Exercise Dates.  At the time an Option is granted, the
Administrator shall fix the period within which the Option may be exercised and shall determine any
conditions which must be satisfied before the Option may be exercised. 


(c)Form of Consideration.  The Administrator shall determine the acceptable form of
consideration for exercising an Option, including the method of payment.  In the case of an
Incentive Stock Option, the Administrator shall determine the acceptable form of consideration at
the time of grant.  Such consideration may consist entirely of:


 (i)cash;


    (ii)check;


   (iii)promissory note;


    (iv)other Shares which (A) in the case of Shares acquired upon exercise of an
option, have been owned by the Optionee for more than six months on the date of surrender, and
(B) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of
the Shares as to which said Option shall be exercised;


(v)consideration received by the Company under a cashless exercise program implemented by the
Company in connection with the Plan;


     (vi)a reduction in the amount of any Company liability to the Optionee, including
any liability attributable to the Optionee's participation in any Company-sponsored deferred
compensation program or arrangement;


    (vii)any combination of the foregoing methods of payment; or


   (viii)such other consideration and method of payment for the issuance of Shares to the
extent permitted by Applicable Laws.







10.Exercise of Option.


(a)Procedure for Exercise; Rights as a Shareholder. Any Option granted
hereunder shall be exercisable according to the terms of the Plan and at such times and under such
conditions as determined by the Administrator and set forth in the Option Agreement.  Unless the
Administrator provides otherwise, vesting of Options granted hereunder shall be tolled during any
unpaid leave of absence.  An Option may not be exercised for a fraction of a Share.

An Option shall be deemed exercised when the Company receives: (i) written or electronic notice
of exercise (in accordance with the Option Agreement) from the person entitled to exercise the
Option, and (ii) full payment for the Shares with respect to which the Option is exercised.  Full
payment may consist of any consideration and method of payment authorized by the Administrator and
permitted by the Option Agreement and the Plan.  Shares issued upon exercise of an Option shall be
issued in the name of the Optionee or, if requested by the Optionee, in the name of the Optionee and
his or her spouse.  Until the Shares are issued (as evidenced by the appropriate entry on the books
of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive
dividends or any other rights as a shareholder shall exist with respect to the Optioned Stock,
notwithstanding the exercise of the Option.  The Company shall issue (or cause to be issued) such
Shares promptly after the Option is exercised.  No adjustment will be made for a dividend or other
right for which the record date is prior to the date the Shares are issued, except as provided in
Section 13 of the Plan.


Exercising an Option in any manner shall decrease the number of Shares thereafter available, both
for purposes of the Plan and for sale under the Option, by the number of Shares as to which the
Option is exercised.


(b)Termination of Relationship as a Service Provider.  If an Optionee ceases to
be a Service Provider, other than upon the Optionee's death or Disability, the Optionee may exercise
his or her Option within such period of time as is specified in the Option Agreement to the extent
that the Option is vested on the date of termination (but in no event later than the expiration of
the term of such Option as set forth in the Option Agreement).  In the absence of a specified time
in the Option Agreement, the Option shall remain exercisable for three (3) months following the
Optionee's termination.  If, on the date of termination, the Optionee is not vested as to his or her
entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan.
If, after termination, the Optionee does not exercise his or her Option within the time specified by
the Administrator, the Option shall terminate, and the Shares covered by such Option shall revert to
the Plan.


(c)Disability of Optionee.  If an Optionee ceases to be a Service Provider as a result
of the Optionee's Disability, the Optionee may exercise his or her Option within such period of time
as is specified in the Option Agreement to the extent the Option is vested on the date of
termination (but in no event later than the expiration of the term of such Option as set forth in
the Option Agreement).  In the absence of a specified time in the Option Agreement, the Option shall
remain exercisable for twelve (12) months following the Optionee's termination.  If, on the date of
termination, the Optionee is not vested as to his or her entire Option, the Shares covered by the
unvested portion of the Option shall revert to the Plan.  If, after termination, the Optionee does
not exercise his or her Option within the time specified herein, the Option shall terminate, and the
Shares covered by such Option shall revert to the Plan.


(d)Death of Optionee.  If an Optionee dies while a Service Provider, the
Option may be exercised within such period of time as is specified in the Option Agreement (but in
no event later than the expiration of the term of such Option as set forth in the Notice of Grant),
by the Optionee's estate or by a person who acquires the right to exercise the Option by bequest or
inheritance, but only to the extent that the Option is vested on the date of death.  In the absence
of a specified time in the Option Agreement, the Option shall remain exercisable for twelve (12)
months following the Optionee's termination.  If, at the time of death, the Optionee is not vested
as to his or her entire Option, the Shares covered by the unvested portion of the Option shall
immediately revert to the Plan.  The Option may be exercised by the executor or administrator of the
Optionee's estate or, if none, by the person(s) entitled to exercise the Option under the Optionee's
will or the laws of descent or distribution.  If the Option is not so exercised within the time
specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to
the Plan.


(e)Buyout Provisions.  The Administrator may at any time offer to buy out for a
payment in cash or Shares an Option previously granted based on such terms and conditions as the
Administrator shall establish and communicate to the Optionee at the time that such offer is
made.



11.Stock Purchase Rights.


(a)Rights to Purchase.  Stock Purchase Rights may be issued either alone, in addition
to, or in tandem with other awards granted under the Plan and/or cash awards made outside of the
Plan.  After the Administrator determines that it will offer Stock Purchase Rights under the Plan,
it shall advise the offeree in writing or electronically, by means of a Notice of Grant, of the
terms, conditions and restrictions related to the offer, including the number of Shares that the
offeree shall be entitled to purchase, the price to be paid, and the time within which the offeree
must accept such offer.  The offer shall be accepted by execution of a Restricted Stock Purchase
Agreement in the form determined by the Administrator.


(b)Repurchase Option.  Unless the Administrator determines otherwise, the Restricted
Stock Purchase Agreement shall grant the Company a repurchase option exercisable upon the voluntary
or involuntary termination of the purchaser's service with the Company for any reason (including
death or Disability).  The purchase price for Shares repurchased pursuant to the Restricted Stock
Purchase Agreement shall be the original price paid by the purchaser and may be paid by cancellation
of any indebtedness of the purchaser to the Company.  The repurchase option shall lapse at a rate
determined by the Administrator.


(c)Other Provisions.  The Restricted Stock Purchase Agreement shall contain such other
terms, provisions and conditions not inconsistent with the Plan as may be determined by the
Administrator in its sole discretion. 


(d)Rights as a Shareholder.  Once the Stock Purchase Right is exercised, the purchaser
shall have the rights equivalent to those of a shareholder, and shall be a shareholder when his or
her purchase is entered upon the records of the duly authorized transfer agent of the Company.  No
adjustment will be made for a dividend or other right for which the record date is prior to the date
the Stock Purchase Right is exercised, except as provided in Section 13 of the Plan.





12.Non-Transferability of Options and Stock Purchase Rights.  Unless
determined otherwise by the Administrator, an Option or Stock Purchase Right may not be sold,
pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by
the laws of descent or distribution and may be exercised, during the lifetime of the Optionee, only
by the Optionee.  If the Administrator makes an Option or Stock Purchase Right transferable, such
Option or Stock Purchase Right shall contain such additional terms and conditions as the
Administrator deems appropriate.





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





(a)Changes in Capitalization.  Subject to any required action by the shareholders of
the Company, the number of shares of Common Stock covered by each outstanding Option and Stock
Purchase Right, and the number of shares of Common Stock which have been authorized for issuance
under the Plan but as to which no Options or Stock Purchase Rights have yet been granted or which
have been returned to the Plan upon cancellation or expiration of an Option or Stock Purchase Right,
as well as the price per share of Common Stock covered by each such outstanding Option or Stock
Purchase Right, 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 issued 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 deemed 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 of 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 be made with
respect to, the number or price of shares of Common Stock subject to an Option or Stock Purchase
Right.


(b)Dissolution or Liquidation.  In the event of the proposed dissolution or
liquidation of the Company, the Administrator shall notify each Optionee as soon as practicable
prior to the effective date of such proposed transaction.  The Administrator in its discretion may
provide for an Optionee to have the right to exercise his or her Option until ten (10) days prior to
such transaction as to all of the Optioned Stock covered thereby, including Shares as to which the
Option would not otherwise be exercisable.  In addition, the Administrator may provide that any
Company repurchase option applicable to any Shares purchased upon exercise of an Option or Stock
Purchase Right shall lapse as to all such Shares, provided the proposed dissolution or liquidation
takes place at the time and in the manner contemplated.  To the extent it has not been previously
exercised, an Option or Stock Purchase Right will terminate immediately prior to the consummation of
such proposed action.


(c)Merger or Asset Sale.  In the event of a merger of the Company with or into another
corporation, or the sale of substantially all of the assets of the Company, each outstanding Option
and Stock Purchase Right shall be assumed or an equivalent option or right substituted by the
successor corporation or a Parent or Subsidiary of the successor corporation.  In the event that the
successor corporation refuses to assume or substitute for the Option or Stock Purchase Right, the
Optionee shall fully vest in and have the right to exercise the Option or Stock Purchase Right as to
all of the Optioned Stock, including Shares as to which it would not otherwise be vested or
exercisable.  If an Option or Stock Purchase Right becomes fully vested and exercisable in lieu of
assumption or substitution in the event of a merger or sale of assets, the Administrator shall
notify the Optionee in writing or electronically that the Option or Stock Purchase Right shall be
fully vested and exercisable for a period of fifteen (15) days from the date of such notice, and the
Option or Stock Purchase Right shall terminate upon the expiration of such period.  For the purposes
of this paragraph, the Option or Stock Purchase Right shall be considered assumed if, following the
merger or sale of assets, the option or right confers the right to purchase or receive, for each
Share of Optioned Stock subject to the Option or Stock Purchase Right immediately prior to the
merger or sale of assets, the consideration (whether stock, cash, or other securities or property)
received in the merger or sale of assets by holders of Common Stock for each Share held on the
effective date of the transaction (and if holders were offered a choice of consideration, the type
of consideration chosen by the holders of a majority of the outstanding Shares); provided, however,
that if such consideration received in the merger or sale of assets is not solely common stock of
the successor corporation or its Parent, the Administrator may, with the consent of the successor
corporation, provide for the consideration to be received upon the exercise of the Option or Stock
Purchase Right, for each Share of Optioned Stock subject to the Option or Stock Purchase Right, 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 in the merger or sale of assets.




14.Date of Grant.  The date of grant of an Option or Stock Purchase Right shall be,
for all purposes, the date on which the Administrator makes the determination granting such Option
or Stock Purchase Right, or such other later date as is determined by the Administrator.  Notice of
the determination shall be provided to each Optionee within a reasonable time after the date of such
grant.


15.Amendment and Termination of the Plan.


(a)Amendment and Termination.  The Board may at any time amend, alter, suspend or
terminate the Plan.  


(b)Shareholder Approval.  The Company shall obtain shareholder approval of any Plan
amendment to the extent necessary and desirable to comply with Applicable Laws. 


(c)Effect of Amendment or Termination.  No amendment, alteration,
suspension or termination of the Plan shall impair the rights of any Optionee, unless mutually
agreed otherwise between the Optionee and the Administrator, which agreement must be in writing and
signed by the Optionee and the Company.  Termination of the Plan shall not affect the
Administrator's ability to exercise the powers granted to it hereunder with respect to Options
granted under the Plan prior to the date of such termination.




16.Conditions Upon Issuance of Shares.  


(a)Legal Compliance.  Shares shall not be issued pursuant to the exercise of an Option
or Stock Purchase Right unless the exercise of such Option or Stock Purchase Right and the issuance
and delivery of such Shares shall comply with Applicable Laws and shall be further subject to the
approval of counsel for the Company with respect to such compliance.


(b)Investment Representations.  As a condition to the exercise of an Option or Stock
Purchase Right, the Company may require the person exercising such Option or Stock Purchase Right 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.



17.Inability to Obtain Authority.  The inability of the Company to obtain authority
from any regulatory body having jurisdiction, which authority is deemed by the Company's counsel to
be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of
any liability in respect of the failure to issue or sell such Shares as to which such requisite
authority shall not have been obtained.


18.Reservation of Shares.  The Company, during the term of this Plan, will
at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the
requirements of the Plan.


19.Shareholder Approval.  The Plan shall be subject to approval by the shareholders of
the Company within twelve (12) months after the date the Plan is adopted.  Such shareholder approval
shall be obtained in the manner and to the degree required under Applicable Laws.


















1998 STOCK PLAN



STOCK OPTION AGREEMENT


 


Unless otherwise defined herein, the terms defined in the Plan shall have the same defined
meanings in this Option Agreement.


I.  NOTICE OF STOCK OPTION GRANT


[Optionee's Name and Address]


You have been granted an option to purchase Common Stock of the Company, subject to the terms and
conditions of the Plan and this Option Agreement, as follows:


Grant Number_________________________


Date of Grant_________________________


Vesting Commencement Date _________________________


Exercise Price per Share $________________________


Total Number of Shares Granted_________________________


Total Exercise Price $_________________________


Type of Option:___  Incentive Stock Option


___  Nonstatutory Stock Option


Term/Expiration Date:_________________________


 

     Vesting Schedule:


This Option may be exercised, in whole or in part, in accordance with the following schedule:


25% of the Shares subject to the Option shall vest twelve months after the Vesting Commencement
Date, and 1/48 of the Shares subject to the Option shall vest each month thereafter, subject to the
Optionee continuing to be a Service Provider on such dates.


Termination Period:


This Option may be exercised for ninety (90) days after Optionee ceases to be a Service Provider.
Upon the death or Disability of the Optionee, this Option may be exercised for six (6) months after
Optionee ceases to be a Service Provider.  In no event shall this Option be exercised later than the
Term/Expiration Date as provided above.


II.  AGREEMENT


1.Grant of Option.  The Plan Administrator of the Company hereby grants to the
Optionee named in the Notice of Grant attached as Part I of this Agreement (the "Optionee") an
option (the "Option") to purchase the number of Shares, as set forth in the Notice of Grant, at the
exercise price per share set forth in the Notice of Grant (the "Exercise Price"), subject to the
terms and conditions of the Plan, which is incorporated herein by reference.  Subject to Section
15(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and the
terms and conditions of this Option Agreement, the terms and conditions of the Plan shall
prevail.


If designated in the Notice of Grant as an Incentive Stock Option ("ISO"), this Option is
intended to qualify as an Incentive Stock Option under Section 422 of the Code.  However, if
this Option is intended to be an Incentive Stock Option, to the extent that it exceeds the $100,000
rule of Code Section 422(d) it shall be treated as a Nonstatutory Stock Option ("NSO").


2.Exercise of Option.


 (a)Right to Exercise.  This Option is exercisable during its term in
accordance with the Vesting Schedule set out in the Notice of Grant and the applicable provisions of
the Plan and this Option Agreement.


(b)Method of Exercise.  This Option is exercisable by delivery of an exercise notice,
in the form attached as Exhibit A (the "Exercise Notice"), which shall state the election to
exercise the Option, the number of Shares in respect of which the Option is being exercised (the
"Exercised Shares"), and such other representations and agreements as may be required by the Company
pursuant to the provisions of the Plan.  The Exercise Notice shall be completed by the Optionee and
delivered to the Stock Plan Administrator of the Company.  The Exercise Notice shall be accompanied
by payment of the aggregate Exercise Price as to all Exercised Shares.  This Option shall be deemed
to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by
such aggregate Exercise Price.


No Shares shall be issued pursuant to the exercise of this Option unless such issuance and
exercise complies with Applicable Laws.  Assuming such compliance, for income tax purposes the
Exercised Shares shall be considered transferred to the Optionee on the date the Option is exercised
with respect to such Exercised Shares.



3.Method of Payment.  Payment of the aggregate Exercise Price shall be by any of the
following, or a combination thereof, at the election of the Optionee:


(a)cash; or


(b)check; or


(c)consideration received by the Company under a cashless exercise program implemented by the
Company in connection with the Plan; or 


(d)surrender of other Shares which (i) in the case of Shares acquired upon exercise of an
option, have been owned by the Optionee for more than six (6) months on the date of surrender,
and (ii) have a Fair Market Value on the date of surrender equal to the aggregate Exercise
Price of the Exercised Shares; or


(e)with the Administrator's consent, delivery of Optionee's promissory note (the "Note") in
the form attached hereto as Exhibit C, in the amount of the aggregate Exercise Price of the
Exercised Shares together with the execution and delivery by the Optionee of the Security Agreement
attached hereto as Exhibit B.  The Note shall bear interest at the "applicable federal rate"
prescribed under the Code and its regulations at time of purchase, and shall be secured by a pledge
of the Shares purchased by the Note pursuant to the Security Agreement.



4.Non-Transferability of Option.  This Option may not be transferred in any manner
otherwise than by will or by the laws of descent or distribution and may be exercised during the
lifetime of Optionee only by the Optionee.  The terms of the Plan and this Option Agreement shall be
binding upon the executors, administrators, heirs, successors and assigns of the Optionee.


5.Term of Option.  This Option may be exercised only within the term set out in the
Notice of Grant, and may be exercised during such term only in accordance with the Plan and the
terms of this Option Agreement.


6.Tax Consequences.  Some of the federal tax consequences relating to this Option, as
of the date of this Option, are set forth below.  THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE
TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE.  THE OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE
EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.


(a)Exercising the Option.


(i)Nonstatutory Stock Option.  The Optionee may incur regular federal income tax
liability upon exercise of a NSO.  The Optionee will be treated as having received compensation
income (taxable at ordinary income tax rates) equal to the excess, if any, of the Fair Market Value
of the Exercised Shares on the date of exercise over their aggregate Exercise Price.  If the
Optionee is an Employee or a former Employee, the Company will be required to withhold from his or
her compensation or collect from Optionee and pay to the applicable taxing authorities an amount in
cash equal to a percentage of this compensation income at the time of exercise, and may refuse to
honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the
time of exercise.


    (ii)Incentive Stock Option.  If this Option qualifies as an ISO, the Optionee
will have no regular federal income tax liability upon its exercise, although the excess, if any, of
the Fair Market Value of the Exercised Shares on the date of exercise over their aggregate Exercise
Price will be treated as an adjustment to alternative minimum taxable income for federal tax
purposes and may subject the Optionee to alternative minimum tax in the year of exercise.  In the
event that the Optionee ceases to be an Employee but remains a Service Provider, any Incentive Stock
Option of the Optionee that remains unexercised shall cease to qualify as an Incentive Stock Option
and will be treated for tax purposes as a Nonstatutory Stock Option on the date three (3) months and
one (1) day following such change of status.



(b)Disposition of Shares.  


(i)NSO.  If the Optionee holds NSO Shares for at least one year, any gain realized on
disposition of the Shares will be treated as long-term capital gain for federal income tax
purposes.


    (ii)ISO.  If the Optionee holds ISO Shares for at least one year after
exercise and two years after the grant date, any gain realized on disposition of the Shares will be
treated as long-term capital gain for federal income tax purposes.  If the Optionee disposes of ISO
Shares within one year after exercise or two years after the grant date, any gain realized on such
disposition will be treated as compensation income (taxable at ordinary income rates) to the extent
of the excess, if any, of the lesser of (A) the difference between the Fair Market Value of the
Shares acquired on the date of exercise and the aggregate Exercise Price, or (B) the difference
between the sale price of such Shares and the aggregate Exercise Price.  Any additional gain will be
taxed as capital gain, short-term or long-term depending on the period that the ISO Shares were
held.



(c)Notice of Disqualifying Disposition of ISO Shares.  If the Optionee sells or
otherwise disposes of any of the Shares acquired pursuant to an ISO on or before the later of
(i) two years after the grant date, or (ii) one year after the exercise date, the Optionee
shall immediately notify the Company in writing of such disposition.  The Optionee agrees that he or
she may be subject to income tax withholding by the Company on the compensation income recognized
from such early disposition of ISO Shares by payment in cash or out of the current earnings paid to
the Optionee.



7.Entire Agreement; Governing Law.  The Plan is incorporated herein by reference.  The
Plan and this Option Agreement constitute the entire agreement of the parties with respect to the
subject matter hereof and supersede in their entirety all prior undertakings and agreements of the
Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to
the Optionee's interest except by means of a writing signed by the Company and Optionee.  This
agreement is governed by the internal substantive laws, but not the choice of law rules, of
Delaware.


8.NO GUARANTEE OF CONTINUED SERVICE.  OPTIONEE ACKNOWLEDGES AND AGREES THAT THE
VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE
PROVIDER AT THE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED AN OPTION
OR PURCHASING SHARES HEREUNDER).  OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE
TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN
EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR
ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH OPTIONEE's RIGHT OR THE COMPANY's RIGHT TO
TERMINATE OPTIONEE's RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.


9.Vesting Acceleration on Change of Control.


(a)Vesting Acceleration.  In the event of a "Change of Control," all of the Optionee's
rights to purchase stock under this Agreement with the Company shall be automatically vested in
their entirety on an accelerated basis and be fully exercisable:


(i)as of the date immediately preceding such "Change of Control" in the event this stock
option agreement is or will be terminated or canceled (except by mutual consent) or any successor to
the Company fails to assume and agree to perform such stock option agreement as provided in
Section 9(a) hereof at or prior to such time as any such person becomes a successor to the
Company; or 


(ii)as of the date immediately preceding such "Change of Control" in the event the Optionee
does not or will not receive upon exercise of the Optionee's stock purchase rights under such stock
option agreement the same identical securities and/or other consideration as is received by all
other shareholders in any merger, consolidation, sale, exchange or similar transaction occurring
upon or after such "Change of Control;" or 


(iii)as of the date immediately preceding any "Involuntary Termination" of the Optionee
occurring upon or after any such "Change of Control;" or


(iv)as of the date one (1) year following the first such "Change of Control," provided that
the Optionee shall have remained an employee of the Company continuously throughout such one-year
period, other than a termination as a result of death or disability;



whichever shall first occur (all quoted terms as defined below).


 

(b)Change of Control.  "Change of Control" means the occurrence of any of the
following events:


(i)Any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended) is or becomes the "beneficial owner" (as defined in Rule 13d-
3 under said Act), directly or indirectly, of securities of the Company representing fifty percent
(50%) or more of the total voting power represented by the Company's then outstanding voting
securities; or


(ii)A change in the composition of the Board of Directors of the Company occurring within
a two-year period as a result of which fewer than a majority of the directors are "Incumbent
Directors."  "Incumbent Directors" shall mean directors who either (A) are directors of the Company
as of the date hereof, or (B) are elected, or nominated for election, to the Board of Directors with
the affirmative votes (either by a specific vote or by approval of the proxy statement of the
Company in which such person is named as a nominee for election as a director without objection to
such nomination) of at least a majority of the Incumbent Directors at the time of such election or
nomination; or 


(iii)The consummation of (A) a merger or consolidation of the Company with any other
entity, other than a merger or consolidation which would result in the voting securities of the
Company outstanding immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving entity or the entity that
controls the Company or such surviving entity) at least fifty percent (50%) of the total voting
power represented by the voting securities of the Company or such surviving entity or the entity
that controls the Company or such surviving entity outstanding immediately after such merger or
consolidation, or (B) the sale or disposition by the Company of all or substantially all the
Company's assets; or


(iv) The shareholders approve a plan of complete liquidation of the Company.



(c)Involuntary Termination.  "Involuntary Termination" shall mean without the
Optionee's written consent:  (i) a termination by the Company of the Optionee's employment with
the Company other than for Cause; (ii) a material reduction of or variation in the Optionee's
duties, authority or responsibilities, relative to the Optionee's duties, authority or
responsibilities as in effect immediately prior to such reduction or variation; (iii) a
reduction by the Company in the base salary of the Optionee as in effect immediately prior to such
reduction; (iv) a material reduction by the Company in the kind or level of employee benefits,
including bonuses, to which the Optionee was entitled immediately prior to such reduction, with the
result that the Optionee's overall benefits package is materially reduced; (v) the relocation
of the Optionee to a facility or a location more than thirty (30) miles from the Optionee's then
present location; (vi) the failure of the Company to obtain the assumption of this Agreement by any
successor as required in Section 12, or (vii) any act or set of facts that would under
applicable law constitute a constructive termination of Optionee.


(d)Cause.  "Cause" shall mean (i) any willful act of personal dishonesty, fraud
or misrepresentation taken by the Optionee in connection with his or her responsibilities as an
employee which was intended to result in substantial gain or personal enrichment of the Optionee at
the expense of the Company and was materially and demonstrably injurious to the Company;
(ii) the Optionee's conviction of a felony on account of any act which was materially and
demonstrably injurious to the Company; or (iii) the Optionee's willful and continued failure to
substantially perform his or her principal duties and obligations of employment including under any
written agreements (other than any such failure resulting from incapacity due to physical or mental
illness), which failure is not remedied in a reasonable period of time after receipt of written
notice from the Company.  For the purposes of this Section 9(d), no act or failure to act shall
be considered "willful" unless done or omitted to be done in bad faith and without reasonable belief
that the act or omission was in or not opposed to the best interests of the Company.  Any act or
failure to act based upon authority given pursuant to a resolution duly adopted by the Board of
Directors of the Company or based upon the advice of counsel for the Company shall be conclusively
presumed to be done or omitted to be done in good faith and in the best interests of the
Company.


(e)Voluntary Resignation; Termination For Cause.  If the Optionee terminates
employment as a result of an Involuntary Termination, the Optionee shall be entitled to receive
accelerated vesting under Section 9(a) hereof.  If the Optionee's continuous status as an
employee of the Company terminates by reason of the Optionee's voluntary resignation (and not
Involuntary Termination) or if the Optionee's continuous status as an employee of the Company is
terminated for Cause, in either case prior to such time as accelerated vesting occurs as provided in
Section 9(a) hereof, then the Optionee shall not be entitled to receive accelerated vesting
under Section 9(a) hereof.



10.Successors.  Any successor to the Company (whether direct or indirect and whether
by purchase, merger or consolidation) shall assume the obligations under this Agreement and agree
expressly to perform the obligations under this Agreement in the same manner and to the same extent
as the Company would be required to perform such obligations in the absence of a succession.  The
terms of this Agreement and all rights of the Optionee hereunder shall inure to the benefit of, and
be enforceable by, the Optionee's personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees


By your signature and the signature of the Company's representative below, you and the Company
agree that this Option is granted under and governed by the terms and conditions of the Plan and
this Option Agreement.  Optionee has reviewed the Plan and this Option Agreement in their entirety,
has had an opportunity to obtain the advice of counsel prior to executing this Option Agreement and
fully understands all provisions of the Plan and Option Agreement.  Optionee hereby agrees to accept
as binding, conclusive and final all decisions or interpretations of the Administrator upon any
questions relating to the Plan and Option Agreement.  Optionee further agrees to notify the Company
upon any change in the residence address indicated below.


 

OPTIONEE:CELL GENESYS, INC.


 

 

__________________________________________________________________________

SignatureBy


__________________________________________________________________________

Print NameTitle


____________________________________

Residence Address


____________________________________


 

CONSENT OF SPOUSE


The undersigned spouse of Optionee has read and hereby approves the terms and conditions of the
Plan and this Option Agreement.  In consideration of the Company's granting his or her spouse the
right to purchase Shares as set forth in the Plan and this Option Agreement, the undersigned hereby
agrees to be irrevocably bound by the terms and conditions of the Plan and this Option Agreement and
further agrees that any community property interest shall be similarly bound.  The undersigned
hereby appoints the undersigned's spouse as attorney-in-fact for the undersigned with respect to any
amendment or exercise of rights under the Plan or this Option Agreement.


_______________________________________

Spouse of Optionee


















EXHIBIT A



1998 STOCK PLAN



EXERCISE NOTICE
 

 

Cell Genesys, Inc.

342 Lakeside Drive

Foster City, CA  94404


Attention:  Stock Plan Administrator  


1.Exercise of Option.  Effective as of today, ________________, 199__, the undersigned
("Purchaser") hereby elects to purchase ______________ shares (the "Shares") of the Common Stock of
Cell Genesys, Inc. (the "Company") under and pursuant to the 1998 Stock Plan (the "Plan") and the
Stock Option Agreement dated              , 19___ (the "Option Agreement").  The purchase
price for the Shares shall be $             , as required by the Option Agreement.


2.Delivery of Payment.  Purchaser herewith delivers to the Company the full purchase
price for the Shares.


3.Representations of Purchaser.  Purchaser acknowledges that Purchaser has received,
read and understood the Plan and the Option Agreement and agrees to abide by and be bound by their
terms and conditions.


4.Rights as Shareholder.  Until the issuance (as evidenced by the appropriate entry on
the books of the Company or of a duly authorized transfer agent of the Company) of the Shares, no
right to vote or receive dividends or any other rights as a shareholder shall exist with respect to
the Optioned Stock, notwithstanding the exercise of the Option.  The Shares so acquired shall be
issued to the Optionee as soon as practicable after exercise of the Option.  No adjustment will be
made for a dividend or other right for which the record date is prior to the date of issuance,
except as provided in Section 13 of the Plan.


5.Tax Consultation.  Purchaser understands that Purchaser may suffer adverse tax
consequences as a result of Purchaser's purchase or disposition of the Shares.  Purchaser represents
that Purchaser has consulted with any tax consultants Purchaser deems advisable in connection with
the purchase or disposition of the Shares and that Purchaser is not relying on the Company for any
tax advice.


6.Entire Agreement; Governing Law.  The Plan and Option Agreement are incorporated
herein by reference.  This Agreement, the Plan and the Option Agreement constitute the entire
agreement of the parties with respect to the subject matter hereof and supersede in their entirety
all prior undertakings and agreements of the Company and Purchaser with respect to the subject
matter hereof, and may not be modified adversely to the Purchaser's interest except by means of a
writing signed by the Company and Purchaser.  This agreement is governed by the internal substantive
laws, but not the choice of law rules, of Delaware.


 

Submitted by:Accepted by:

PURCHASER:CELL GENESYS, INC.


 






_______________________________________________________________________

SignatureBy


_______________________________________________________________________

Print NameIts


 

Address:Address:


_________________________________Cell Genesys, Inc.

_________________________________342 Lakeside Drive

Foster City, CA  94404


_____________________________________

Date Received


















EXHIBIT B



SECURITY AGREEMENT


 

 

This Security Agreement is made as of __________, 19___ between Cell Genesys, Inc., a Delaware
corporation ("Pledgee"), and _________________________ ("Pledgor").


 

Recitals


Pursuant to Pledgor's election to purchase Shares under the Option Agreement dated ________ (the
"Option"), between Pledgor and Pledgee under Pledgee's 1998 Stock Plan, and Pledgor's election under
the terms of the Option to pay for such shares with his promissory note (the "Note"), Pledgor has
purchased _________ shares of Pledgee's Common Stock (the "Shares") at a price of $________ per
share, for a total purchase price of $__________.  The Note and the obligations thereunder are as
set forth in Exhibit C to the Option.


NOW, THEREFORE, it is agreed as follows:


1.Creation and Description of Security Interest.  In consideration of the transfer of
the Shares to Pledgor under the Option Agreement, Pledgor, pursuant to the Delaware Commercial Code,
hereby pledges all of such Shares (herein sometimes referred to as the "Collateral") represented by
certificate number ______, duly endorsed in blank or with executed stock powers, and herewith
delivers said certificate to the Secretary of Pledgee ("Pledgeholder"), who shall hold said
certificate subject to the terms and conditions of this Security Agreement.


The pledged stock (together with an executed blank stock assignment for use in transferring all
or a portion of the Shares to Pledgee if, as and when required pursuant to this Security Agreement)
shall be held by the Pledgeholder as security for the repayment of the Note, and any extensions or
renewals thereof, to be executed by Pledgor pursuant to the terms of the Option, and the
Pledgeholder shall not encumber or dispose of such Shares except in accordance with the provisions
of this Security Agreement.


2.Pledgor's Representations and Covenants.  To induce Pledgee to enter into this
Security Agreement, Pledgor represents and covenants to Pledgee, its successors and assigns, as
follows:


a.Payment of Indebtedness.  Pledgor will pay the principal sum of the Note secured
hereby, together with interest thereon, at the time and in the manner provided in the Note.


b.Encumbrances.  The Shares are free of all other encumbrances, defenses and liens, and
Pledgor will not further encumber the Shares without the prior written consent of Pledgee.


c.Margin Regulations.  In the event that Pledgee's Common Stock is now or later becomes
margin-listed by the Federal Reserve Board and Pledgee is classified as a "lender" within the
meaning of the regulations under Part 207 of Title 12 of the Code of Federal Regulations
("Regulation G"), Pledgor agrees to cooperate with Pledgee in making any amendments to the Note
or providing any additional collateral as may be necessary to comply with such regulations.




3.Voting Rights.  During the term of this pledge and so long as all payments of
principal and interest are made as they become due under the terms of the Note, Pledgor shall have
the right to vote all of the Shares pledged hereunder.


4.Stock Adjustments.  In the event that during the term of the pledge any stock
dividend, reclassification, readjustment or other changes are declared or made in the capital
structure of Pledgee, all new, substituted and additional shares or other securities issued by
reason of any such change shall be delivered to and held by the Pledgee under the terms of this
Security Agreement in the same manner as the Shares originally pledged hereunder.  In the event of
substitution of such securities, Pledgor, Pledgee and Pledgeholder shall cooperate and execute such
documents as are reasonable so as to provide for the substitution of such Collateral and, upon such
substitution, references to "Shares" in this Security Agreement shall include the substituted shares
of capital stock of Pledgor as a result thereof.


5.Options and Rights.  In the event that, during the term of this pledge, subscription
Options or other rights or options shall be issued in connection with the pledged Shares, such
rights, Options and options shall be the property of Pledgor and, if exercised by Pledgor, all new
stock or other securities so acquired by Pledgor as it relates to the pledged Shares then held by
Pledgeholder shall be immediately delivered to Pledgeholder, to be held under the terms of this
Security Agreement in the same manner as the Shares pledged.


6.Default.  Pledgor shall be deemed to be in default of the Note and of this Security
Agreement in the event:


a.Payment of principal or interest on the Note shall be delinquent for a period of 10 days or
more; or


b.Pledgor fails to perform any of the covenants set forth in the Option or contained in this
Security Agreement for a period of 10 days after written notice thereof from Pledgee.



In the case of an event of Default, as set forth above, Pledgee shall have the right to
accelerate payment of the Note upon notice to Pledgor, and Pledgee shall thereafter be entitled to
pursue its remedies under the Delaware Commercial Code.


 7.Release of Collateral.  Subject to any applicable contrary rules under
Regulation G, there shall be released from this pledge a portion of the pledged Shares held by
Pledgeholder hereunder upon payments of the principal of the Note.  The number of the pledged Shares
which shall be released shall be that number of full Shares which bears the same proportion to the
initial number of Shares pledged hereunder as the payment of principal bears to the initial full
principal amount of the Note.


 8.Withdrawal or Substitution of Collateral.  Pledgor shall not sell, withdraw,
pledge, substitute or otherwise dispose of all or any part of the Collateral without the prior
written consent of Pledgee.


 9.Term.  The within pledge of Shares shall continue until the payment of all
indebtedness secured hereby, at which time the remaining pledged stock shall be promptly delivered
to Pledgor, subject to the provisions for prior release of a portion of the Collateral as provided
in paragraph 7 above.


10.Insolvency.  Pledgor agrees that if a bankruptcy or insolvency proceeding is
instituted by or against it, or if a receiver is appointed for the property of Pledgor, or if
Pledgor makes an assignment for the benefit of creditors, the entire amount unpaid on the Note shall
become immediately due and payable, and Pledgee may proceed as provided in the case of default.


11.Pledgeholder Liability.  In the absence of willful or gross negligence,
Pledgeholder shall not be liable to any party for any of his acts, or omissions to act, as
Pledgeholder.


12.Invalidity of Particular Provisions.  Pledgor and Pledgee agree that the
enforceability or invalidity of any provision or provisions of this Security Agreement shall not
render any other provision or provisions herein contained unenforceable or invalid.


13.Successors or Assigns.  Pledgor and Pledgee agree that all of the terms of this
Security Agreement shall be binding on their respective successors and assigns, and that the term
"Pledgor" and the term "Pledgee" as used herein shall be deemed to include, for all purposes, the
respective designees, successors, assigns, heirs, executors and administrators.


14.Governing Law.  This Security Agreement shall be interpreted and governed under the
internal substantive laws, but not the choice of law rules, of Delaware.


 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first
above written.


 

 

"PLEDGOR" _________________________________

Signature

     _________________________________

     Print Name


Address:  _________________________________


    _________________________________


 

"PLEDGEE"CELL GENESYS, INC.,

a Delaware corporation


 

________________________________

Signature

  ________________________________

Print Name

________________________________

Title


 

"PLEDGEHOLDER"________________________________

Secretary of

Cell Genesys, Inc.



















EXHIBIT C



NOTE


 

$_______________Foster City, CA 


______________, 19___


FOR VALUE RECEIVED, _______________ promises to pay to Cell Genesys, Inc., a Delaware corporation
(the "Company"), or order, the principal sum of _______________________ ($_____________), together
with interest on the unpaid principal hereof from the date hereof at the rate of _______________
percent (____%) per annum, compounded semiannually.


Principal and interest shall be due and payable on __________, 19___.   Payment of principal and
interest shall be made in lawful money of the United States of America.


The undersigned may at any time prepay all or any portion of the principal or interest owing
hereunder.


This Note is subject to the terms of the Option, dated as of ________________.  This Note is
secured in part by a pledge of the Company's Common Stock under the terms of a Security Agreement of
even date herewith and is subject to all the provisions thereof.


The holder of this Note shall have full recourse against the undersigned, and shall not be
required to proceed against the collateral securing this Note in the event of default.


In the event the undersigned shall cease to be an employee, director or consultant of the Company
for any reason, this Note shall, at the option of the Company, be accelerated, and the whole unpaid
balance on this Note of principal and accrued interest shall be immediately due and payable.


Should any action be instituted for the collection of this Note, the reasonable costs and
attorneys' fees therein of the holder shall be paid by the undersigned.


 

  ____________________________________


  ____________________________________


















1998 STOCK PLAN



NOTICE OF GRANT OF STOCK PURCHASE RIGHT


 

Unless otherwise defined herein, the terms defined in the Plan shall have the same defined
meanings in this Notice of Grant.


[Grantee's Name and Address]


You have been granted the right to purchase Common Stock of the Company, subject to the Company's
Repurchase Option and your ongoing status as a Service Provider (as described in the Plan and the
attached Restricted Stock Purchase Agreement), as follows:


Grant Number_________________________


Date of Grant_________________________


Price Per Share$________________________


Total Number of Shares Subject _________________________

  to This Stock Purchase Right


Expiration Date:        _________________________


 

YOU MUST EXERCISE THIS STOCK PURCHASE RIGHT BEFORE THE EXPIRATION DATE OR IT WILL TERMINATE AND
YOU WILL HAVE NO FURTHER RIGHT TO PURCHASE THE SHARES.  By your signature and the signature of the
Company's representative below, you and the Company agree that this Stock Purchase Right is granted
under and governed by the terms and conditions of the 1998 Stock Plan and the Restricted Stock
Purchase Agreement, attached hereto as Exhibit A-1, both of which are made a part of this document.
You further agree to execute the attached Restricted Stock Purchase Agreement as a condition to
purchasing any shares under this Stock Purchase Right.


GRANTEE:CELL GENESYS, INC.


 

___________________________   ________________________________

SignatureBy


___________________________________________________________

Print NameTitle


















EXHIBIT A-1



1998 STOCK PLAN



RESTRICTED STOCK PURCHASE AGREEMENT


Unless otherwise defined herein, the terms defined in the Plan shall have the same defined
meanings in this Restricted Stock Purchase Agreement.


WHEREAS the Purchaser named in the Notice of Grant, (the "Purchaser") is an  Service Provider,
and the Purchaser's continued participation is considered by the Company to be important for the
Company's continued growth; and


WHEREAS in order to give the Purchaser an opportunity to acquire an equity interest in the
Company as an incentive for the Purchaser to participate in the affairs of the Company, the
Administrator has granted to the Purchaser a Stock Purchase Right subject to the terms and
conditions of the Plan and the Notice of Grant, which are incorporated herein by reference, and
pursuant to this Restricted Stock Purchase Agreement (the "Agreement").


NOW THEREFORE, the parties agree as follows:


1.Sale of Stock.  The Company hereby agrees to sell to the Purchaser and the Purchaser
hereby agrees to purchase shares of the Company's Common Stock (the "Shares"), at the per Share
purchase price and as otherwise described in the Notice of Grant.


2.Payment of Purchase Price.  The purchase price for the Shares may be paid by
delivery to the Company at the time of execution of this Agreement of cash, a check, or some
combination thereof.


3.Repurchase Option.


(a)In the event the Purchaser ceases to be a Service Provider for any or no reason (including
death or disability) before all of the Shares are released from the Company's Repurchase Option (see
Section 4), the Company shall, upon the date of such termination (as reasonably fixed and
determined by the Company) have an irrevocable, exclusive option (the "Repurchase Option") for a
period of sixty (60) days from such date to repurchase up to that number of shares which constitute
the Unreleased Shares (as defined in Section 4) at the original purchase price per share (the
"Repurchase Price").  The Repurchase Option shall be exercised by the Company by delivering written
notice to the Purchaser or the Purchaser's executor (with a copy to the Escrow Holder) AND, at the
Company's option, (i) by delivering to the Purchaser or the Purchaser's executor a check in the
amount of the aggregate Repurchase Price, or (ii) by cancelling an amount of the Purchaser's
indebtedness to the Company equal to the aggregate Repurchase Price, or (iii) by a combination
of (i) and (ii) so that the combined payment and cancellation of indebtedness equals the
aggregate Repurchase Price.  Upon delivery of such notice and the payment of the aggregate
Repurchase Price, the Company shall become the legal and beneficial owner of the Shares being
repurchased and all rights and interests therein or relating thereto, and the Company shall have the
right to retain and transfer to its own name the number of Shares being repurchased by the
Company.


(b)Whenever the Company shall have the right to repurchase Shares hereunder, the Company may
designate and assign one or more employees, officers, directors or shareholders of the Company or
other persons or organizations to exercise all or a part of the Company's purchase rights under this
Agreement and purchase all or a part of such Shares.  If the Fair Market Value of the Shares to be
repurchased on the date of such designation or assignment (the "Repurchase FMV") exceeds the
aggregate Repurchase Price of such Shares, then each such designee or assignee shall pay the Company
cash equal to the difference between the Repurchase FMV and the aggregate Repurchase Price of such
Shares.



4.Release of Shares From Repurchase Option.


(a)Twenty-five percent (25%) of the Shares shall be released from the Company's Repurchase
Option one year after the Date of Grant and 1/48th of the Shares at the end of each month
thereafter, provided that the Purchaser does not cease to be a Service Provider prior to the date of
any such release.


(b)Any of the Shares that have not yet been released from the Repurchase Option are referred
to herein as "Unreleased Shares."


(c)The Shares that have been released from the Repurchase Option shall be delivered to the
Purchaser at the Purchaser's request (see Section 6).



5.Restriction on Transfer.  Except for the escrow described in Section 6 or the
transfer of the Shares to the Company or its assignees contemplated by this Agreement, none of the
Shares or any beneficial interest therein shall be transferred, encumbered or otherwise disposed of
in any way until such Shares are released from the Company's Repurchase Option in accordance with
the provisions of this Agreement, other than by will or the laws of descent and distribution.


6.Escrow of Shares.


(a)To ensure the availability for delivery of the Purchaser's Unreleased Shares upon
repurchase by the Company pursuant to the Repurchase Option, the Purchaser shall, upon execution of
this Agreement, deliver and deposit with an escrow holder designated by the Company (the "Escrow
Holder") the share certificates representing the Unreleased Shares, together with the stock
assignment duly endorsed in blank, attached hereto as Exhibit A-2.  The Unreleased Shares and
stock assignment shall be held by the Escrow Holder, pursuant to the Joint Escrow Instructions of
the Company and Purchaser attached hereto as Exhibit A-3, until such time as the Company's
Repurchase Option expires.  As a further condition to the Company's obligations under this
Agreement, the Company may require the spouse of Purchaser, if any, to execute and deliver to the
Company the Consent of Spouse attached hereto as Exhibit A-4.

(b)The Escrow Holder shall not be liable for any act it may do or omit to do with respect to
holding the Unreleased Shares in escrow while acting in good faith and in the exercise of its
judgment.


(c)If the Company or any assignee exercises the Repurchase Option hereunder, the Escrow
Holder, upon receipt of written notice of such exercise from the proposed transferee, shall take all
steps necessary to accomplish such transfer.


(d)When the Repurchase Option has been exercised or expires unexercised or a portion of the
Shares has been released from the Repurchase Option, upon request the Escrow Holder shall promptly
cause a new certificate to be issued for the released Shares and shall deliver the certificate to
the Company or the Purchaser, as the case may be.


(e)Subject to the terms hereof, the Purchaser shall have all the rights of a shareholder with
respect to the Shares while they are held in escrow, including without limitation, the right to vote
the Shares and to receive any cash dividends declared thereon.  If, from time to time during the
term of the Repurchase Option, there is (i) any stock dividend, stock split or other change in
the Shares, or (ii) any merger or sale of all or substantially all of the assets or other
acquisition of the Company, any and all new, substituted or additional securities to which the
Purchaser is entitled by reason of the Purchaser's ownership of the Shares shall be immediately
subject to this escrow, deposited with the Escrow Holder and included thereafter as "Shares" for
purposes of this Agreement and the Repurchase Option.



7.Legends.  The share certificate evidencing the Shares, if any,  issued hereunder
shall be endorsed with the following legend (in addition to any legend required under applicable
state securities laws):


THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UPON TRANSFER AND
RIGHTS OF REPURCHASE AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDER, A COPY OF
WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.


8.Adjustment for Stock Split.  All references to the number of Shares and the purchase
price of the Shares in this Agreement shall be appropriately adjusted to reflect any stock split,
stock dividend or other change in the Shares which may be made by the Company after the date of this
Agreement.


9.Tax Consequences.  The Purchaser has reviewed with the Purchaser's own tax advisors
the federal, state, local and foreign tax consequences of this investment and the transactions
contemplated by this Agreement.  The Purchaser is relying solely on such advisors and not on any
statements or representations of the Company or any of its agents.  The Purchaser understands that
the Purchaser (and not the Company) shall be responsible for the Purchaser's own tax liability that
may arise as a result of the transactions contemplated by this Agreement.  The Purchaser understands
that Section 83 of the Internal Revenue Code of 1986, as amended (the "Code"), taxes as ordinary
income the difference between the purchase price for the Shares and the Fair Market Value of
the Shares as of the date any restrictions on the Shares lapse.  In this context, "restriction"
includes the right of the Company to buy back the Shares pursuant to the Repurchase Option.  The
Purchaser understands that the Purchaser may elect to be taxed at the time the Shares are purchased
rather than when and as the Repurchase Option expires by filing an election under Section 83(b)
of the Code with the IRS within 30 days from the date of purchase.  The form for making this
election is attached as Exhibit A-5 hereto.


THE PURCHASER ACKNOWLEDGES THAT IT IS THE PURCHASER's SOLE RESPONSIBILITY AND NOT THE COMPANY's
TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF THE PURCHASER REQUESTS THE COMPANY OR
ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER's BEHALF.


10.General Provisions.


(a)This Agreement shall be governed by the internal substantive laws, but not the choice of
law rules of Delaware.  This Agreement, subject to the terms and conditions of the Plan and the
Notice of Grant, represents the entire agreement between the parties with respect to the purchase of
the Shares by the Purchaser.  Subject to Section 15(c) of the Plan, in the event of a conflict
between the terms and conditions of the Plan and the terms and conditions of this Agreement, the
terms and conditions of the Plan shall prevail.  Unless otherwise defined herein, the terms defined
in the Plan shall have the same defined meanings in this Agreement.


(b)Any notice, demand or request required or permitted to be given by either the Company or
the Purchaser pursuant to the terms of this Agreement shall be in writing and shall be deemed given
when delivered personally or deposited in the U.S. mail, First Class with postage prepaid, and
addressed to the parties at the addresses of the parties set forth at the end of this Agreement or
such other address as a party may request by notifying the other in writing.


Any notice to the Escrow Holder shall be sent to the Company's address with a copy to the other
party hereto.


(c)The rights of the Company under this Agreement shall be transferable to any one or more
persons or entities, and all covenants and agreements hereunder shall inure to the benefit of, and
be enforceable by the Company's successors and assigns.  The rights and obligations of the Purchaser
under this Agreement may only be assigned with the prior written consent of the Company.


(d)Either party's failure to enforce any provision of this Agreement shall not in any way be
construed as a waiver of any such provision, nor prevent that party from thereafter enforcing any
other provision of this Agreement.  The rights granted both parties hereunder are cumulative and
shall not constitute a waiver of either party's right to assert any other legal remedy available to
it.

(e)The Purchaser agrees upon request to execute any further documents or instruments
necessary or desirable to carry out the purposes or intent of this Agreement.


(f)PURCHASER ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO SECTION 4 HEREOF
IS EARNED ONLY BY CONTINUING SERVICE AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (AND NOT
THROUGH THE ACT OF BEING HIRED OR PURCHASING SHARES HEREUNDER).  PURCHASER FURTHER ACKNOWLEDGES AND
AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET
FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE
PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH PURCHASER's
RIGHT OR THE COMPANY's RIGHT TO TERMINATE PURCHASER's RELATIONSHIP AS A SERVICE PROVIDER AT ANY
TIME, WITH OR WITHOUT CAUSE.



By Purchaser's signature below, Purchaser represents that he or she is familiar with the terms
and provisions of the Plan, and hereby accepts this Agreement subject to all of the terms and
provisions thereof.  Purchaser has reviewed the Plan and this Agreement in their entirety, has had
an opportunity to obtain the advice of counsel prior to executing this Agreement and fully
understands all provisions of this Agreement.  Purchaser agrees to accept as binding, conclusive and
final all decisions or interpretations of the Administrator upon any questions arising under the
Plan or this Agreement.  Purchaser further agrees to notify the Company upon any change in the
residence indicated in the Notice of Grant.


DATED:  _____________________


PURCHASER:CELL GENESYS, INC.



________________________________________________________________

SignatureBy


________________________________________________________________

Print NameTitle


















EXHIBIT A-2



ASSIGNMENT SEPARATE FROM CERTIFICATE


 

 

FOR VALUE RECEIVED I, __________________________, hereby sell, assign and transfer unto
          
           (__________) shares of the Common
Stock of Cell Genesys, Inc. standing in my name of the books of said corporation represented by
Certificate No. _____ herewith and do hereby irrevocably constitute and appoint 
 to transfer the said stock on the books of the within named corporation with full power of
substitution in the premises.


This Stock Assignment may be used only in accordance with the Restricted Stock Purchase Agreement
(the "Agreement") between________________________ and the undersigned dated ______________,
19__.


 

Dated: _______________, 19  


 

Signature:______________________________


 

 

 

 

 

 

 

 

INSTRUCTIONS:  Please do not fill in any blanks other than the signature line.  The
purpose of this assignment is to enable the Company to exercise the Repurchase Option, as set forth
in the Agreement, without requiring additional signatures on the part of the Purchaser.



















EXHIBIT A-3



JOINT ESCROW INSTRUCTIONS


 

___________________________, 19____


Corporate Secretary

Cell Genesys, Inc.

342 Lakeside Drive

Foster City, CA  94404


Dear ___________________________:


As Escrow Agent for both Cell Genesys, Inc., a Delaware corporation (the "Company"), and the
undersigned purchaser of stock of the Company (the "Purchaser"), you are hereby authorized and
directed to hold the documents delivered to you pursuant to the terms of that certain Restricted
Stock Purchase Agreement ("Agreement") between the Company and the undersigned, in accordance with
the following instructions:


1.In the event the Company and/or any assignee of the Company (referred to collectively as
the "Company") exercises the Company's Repurchase Option set forth in the Agreement, the Company
shall give to Purchaser and you a written notice specifying the number of shares of stock to be
purchased, the purchase price, and the time for a closing hereunder at the principal office of the
Company.  Purchaser and the Company hereby irrevocably authorize and direct you to close the
transaction contemplated by such notice in accordance with the terms of said notice.


2.At the closing, you are directed (a) to date the stock assignments necessary for the
transfer in question, (b) to fill in the number of shares being transferred, and (c) to
deliver same, together with the certificate evidencing the shares of stock to be transferred, to the
Company or its assignee, against the simultaneous delivery to you of the purchase price (by cash, a
check, or some combination thereof) for the number of shares of stock being purchased pursuant to
the exercise of the Company's Repurchase Option.


3.Purchaser irrevocably authorizes the Company to deposit with you any certificates
evidencing shares of stock to be held by you hereunder and any additions and substitutions to said
shares as defined in the Agreement.  Purchaser does hereby irrevocably constitute and appoint you as
Purchaser's attorney-in-fact and agent for the term of this escrow to execute with respect to such
securities all documents necessary or appropriate to make such securities negotiable and to complete
any transaction herein contemplated, including but not limited to the filing with any applicable
state blue sky authority of any required applications for consent to, or notice of transfer of, the
securities.  Subject to the provisions of this paragraph 3, Purchaser shall exercise all rights
and privileges of a shareholder of the Company while the stock is held by you.


4.Upon written request of the Purchaser, but no more than once per calendar year, unless the
Company's Repurchase Option has been exercised, you shall deliver to Purchaser a certificate or
certificates representing so many shares of stock as are not then subject to the Company's
Repurchase Option.  Within 90 days after Purchaser ceases to be a Service Provider, you shall
deliver to Purchaser a certificate or certificates representing the aggregate number of shares held
or issued pursuant to the Agreement and not purchased by the Company or its assignees pursuant to
exercise of the Company's Repurchase Option.


5.If at the time of termination of this escrow you should have in your possession any
documents, securities, or other property belonging to Purchaser, you shall deliver all of the same
to Purchaser and shall be discharged of all further obligations hereunder.


6.Your duties hereunder may be altered, amended, modified or revoked only by a writing signed
by all of the parties hereto.


7.You shall be obligated only for the performance of such duties as are specifically set
forth herein and may rely and shall be protected in relying or refraining from acting on any
instrument reasonably believed by you to be genuine and to have been signed or presented by the
proper party or parties.  You shall not be personally liable for any act you may do or omit to do
hereunder as Escrow Agent or as attorney-in-fact for Purchaser while acting in good faith, and any
act done or omitted by you pursuant to the advice of your own attorneys shall be conclusive evidence
of such good faith.


8.You are hereby expressly authorized to disregard any and all warnings given by any of the
parties hereto or by any other person or corporation, excepting only orders or process of courts of
law, and are hereby expressly authorized to comply with and obey orders, judgments or decrees of any
court.  In case you obey or comply with any such order, judgment or decree, you shall not be liable
to any of the parties hereto or to any other person, firm or corporation by reason of such
compliance, notwithstanding any such order, judgment or decree being subsequently reversed,
modified, annulled, set aside, vacated or found to have been entered without jurisdiction.


9.You shall not be liable in any respect on account of the identity, authorities or rights of
the parties executing or delivering or purporting to execute or deliver the Agreement or any
documents or papers deposited or called for hereunder.


10.You shall not be liable for the outlawing of any rights under the statute of limitations
with respect to these Joint Escrow Instructions or any documents deposited with you.


11.You shall be entitled to employ such legal counsel and other experts as you may deem
necessary properly to advise you in connection with your obligations hereunder, may rely upon the
advice of such counsel, and may pay such counsel reasonable compensation therefor.


12.Your responsibilities as Escrow Agent hereunder shall terminate if you shall cease to be
an officer or agent of the Company or if you shall resign by written notice to each party.  In the
event of any such termination, the Company shall appoint a successor Escrow Agent.


13.If you reasonably require other or further instruments in connection with these Joint
Escrow Instructions or obligations in respect hereto, the necessary parties hereto shall join in
furnishing such instruments.


14.It is understood and agreed that should any dispute arise with respect to the delivery
and/or ownership or right of possession of the securities held by you hereunder, you are authorized
and directed to retain in your possession without liability to anyone all or any part of said
securities until such disputes shall have been settled either by mutual written agreement of the
parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after
the time for appeal has expired and no appeal has been perfected, but you shall be under no duty
whatsoever to institute or defend any such proceedings.


15.Any notice required or permitted hereunder shall be given in writing and shall be deemed
effectively given upon personal delivery or upon deposit in the United States Post Office, by
registered or certified mail with postage and fees prepaid, addressed to each of the other parties
thereunto entitled at the following addresses or at such other addresses as a party may designate by
ten days' advance written notice to each of the other parties hereto.


 

COMPANY:Cell Genesys, Inc.

342 Lakeside Drive

Foster City, CA  94404


PURCHASER:                                                       

                                                       

                                                       


ESCROW AGENT:Corporate Secretary

Cell Genesys, Inc.

342 Lakeside Drive

Foster City, CA  94404



16.By signing these Joint Escrow Instructions, you become a party hereto only for the purpose
of said Joint Escrow Instructions; you do not become a party to the Agreement.


17.This instrument shall be binding upon and inure to the benefit of the parties hereto, and
their respective successors and permitted assigns.


18.These Joint Escrow Instructions shall be governed by, and construed and enforced in
accordance with, the internal substantive laws, but not the choice of law rules, of Delaware.


Very truly yours,


CELL GENESYS, INC.


 

_____________________________________

By


  _____________________________________

Title


PURCHASER:


_____________________________________

                                Signature


_____________________________________

Print Name


 

ESCROW AGENT:


 

_____________________________________

Corporate Secretary



















EXHIBIT A-4



CONSENT OF SPOUSE


 

I, ____________________, spouse of ___________________, have read and approve the foregoing
Restricted Stock Purchase Agreement (the "Agreement").  In consideration of the Company's grant to
my spouse of the right to purchase shares of Cell Genesys, Inc., as set forth in the Agreement, I
hereby appoint my spouse as my attorney-in-fact in respect to the exercise of any rights under the
Agreement and agree to be bound by the provisions of the Agreement insofar as I may have any rights
in said Agreement or any shares issued pursuant thereto under the community property laws or similar
laws relating to marital property in effect in the state of our residence as of the date of the
signing of the foregoing Agreement.


Dated: _______________, 19    


 

__________________________________________

Signature of Spouse


 


















EXHIBIT A-5



ELECTION UNDER SECTION 83(b)



OF THE INTERNAL REVENUE CODE OF 1986


The undersigned taxpayer hereby elects, pursuant to Section 83(b) of the
Internal Revenue Code of 1986, as amended, to include in taxpayer's gross income for the current
taxable year the amount of any compensation taxable to taxpayer in connection with his or her
receipt of the property described below:




1.The name, address, taxpayer identification number and taxable year of the undersigned are
as follows:




NAME: TAXPAYER:SPOUSE: 


ADDRESS:


IDENTIFICATION NO.:  TAXPAYER:SPOUSE: 


TAXABLE YEAR:





2.The property with respect to which the election is made is described as follows:
           shares (the "Shares" of the
Common Stock of Cell Genesys, Inc. (the "Company".




3.The date on which the property was transferred is:
              , 19__. 


4.The property is subject to the following restrictions:


The Shares may be repurchased by the Company, or its assignee, upon certain events. This right
lapses with regard to a portion of the Shares based on the continued performance of services by the
taxpayer over time.


5.The fair market value at the time of transfer, determined without regard to any restriction
other than a restriction which by its terms will never lapse, of such property is:


$_______________.




6.The amount (if any) paid for such property is:



$_______________.






The undersigned has submitted a copy of this statement to the person for whom the services were
performed in connection with the undersigned's receipt of the above-described property.  The
transferee of such property is the person performing the services in connection with the transfer of
said property.


The undersigned understands that the foregoing election may not be revoked except with the
consent of the Commissioner.


Dated:___________________, 19_____________________________________________________

Taxpayer


 

The undersigned spouse of taxpayer joins in this election.


Dated:___________________, 19_____________________________________________________

 Spouse of Taxpayer