Form Supplemental Plan





 

  EXHIBIT 4.2

 



	
WARNING

Granting options to directors and officers under this plan may violate

NASD or stock exchange rules if the plan does not meet the broad based

plan exemption from shareholder approval







CELL GENESYS, INC.

2001 NONSTATUTORY STOCK OPTION PLAN

 



	Purposes of the Plan.  The purposes of this
Nonstatutory Stock Option Plan are:

	to attract and retain the best available personnel for positions of
substantial responsibility, 
	to provide additional incentive to Employees, and
	to promote the success of the Company's business.



Options granted under the Plan will be Nonstatutory Stock Options.




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

	"Administrator" means the Board or any of its Committees as
shall be administering the Plan, in accordance with Section 4 of the Plan.
	"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 are, or will be, granted under
the Plan.
	"Board" means the Board of Directors of the Company.
	"Code" means the Internal Revenue Code of 1986, as
amended.
	"Committee"  means a committee of Directors appointed by
the Board in accordance with Section 4 of the Plan.
	"Common Stock" means the Common Stock of the Company.
	"Company" means Cell Genesys, Inc., a Delaware
corporation.
	"Consultant" means any person, including an advisor,
engaged by the Company or a Parent or Subsidiary to render services to such
entity.
	"Director" means a member of the Board.
	"Disability" means total and permanent disability as
defined in Section 22(e)(3) of the Code.
	"Employee" means any person, including Officers, 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.  Neither
service as a Director nor payment of a director's fee by the Company shall be
sufficient to constitute "employment" by the Company.
	"Exchange Act" means the Securities Exchange Act of 1934,
as amended.
	"Fair Market Value" means, as of any date, the value of
Common Stock determined as follows:

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



	"Notice of Grant" means a written or electronic notice
evidencing certain terms and conditions of an individual Option grant.  The
Notice of Grant is part of the Option Agreement.
	"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.
	"Option" means a nonstatutory stock option granted pursuant
to the Plan, that is not intended to qualify as an incentive stock option within
the meaning of Section 422 of the Code and the regulations promulgated
thereunder.
	"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.
	"Option Exchange Program" means a program whereby
outstanding options are surrendered in exchange for options with a lower
exercise price.
	"Optioned Stock" means the Common Stock subject to an
Option.
	"Optionee" means the holder of an outstanding Option
granted under the Plan.
	"Parent" means a "parent corporation," whether
now or hereafter existing, as defined in Section 424(e) of the Code.
	"Plan" means this 2001 Nonstatutory Stock Option Plan.
	"Service Provider" means an Employee including an Officer,
Consultant or Director.
	"Share" means a share of the Common Stock, as adjusted in
accordance with Section 12 of the Plan.
	"Subsidiary" means a "subsidiary corporation,"
whether now or hereafter existing, as defined in Section 424(f) of the
Code.

	Stock Subject to the Plan.  Subject to the
provisions of Section 12 of the Plan, the maximum aggregate number of Shares
which may be optioned and sold under the Plan is two million (2,000,000) Shares.
The Shares may be authorized, but unissued, or reacquired Common Stock.  

If an Option 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).

	Administration of the Plan.


	Administration.  The Plan shall be administered by (i) the Board
or (ii) a Committee, which committee shall be constituted to satisfy
Applicable Laws. 

	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:

	to determine the Fair Market Value of the Common Stock;
	to select the Service Providers to whom Options may be granted
hereunder;
	to determine whether and to what extent Options are granted hereunder;
	to determine the number of shares of Common Stock to be covered by each
Option granted hereunder;
	to approve forms of agreement for use under the Plan;
	to determine the terms and conditions, not inconsistent with the terms of
the Plan, of any award granted hereunder.  Such terms and conditions include,
but are not limited to, the exercise price, the time or times when Options 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 the shares of Common Stock relating thereto,
based in each case on such factors as the Administrator, in its sole discretion,
shall determine;
	to construe and interpret the terms of the Plan and awards granted pursuant
to the Plan;
	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;
	to modify or amend each Option (subject to Section 14(b) 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;
	to authorize any person to execute on behalf of the Company any instrument
required to effect the grant of an Option previously granted by the
Administrator;
	to determine the terms and restrictions applicable to Options;
	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 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; and
	to make all other determinations deemed necessary or advisable for
administering the Plan.



	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.

	Eligibility.  Options may be granted to Service Providers; provided,
however, that notwithstanding anything to the contrary contained in the Plan,
Options may not be granted to Officers and Directors.

	Limitation.  Neither the Plan nor any Option 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.

	Term of Plan.  The Plan shall become effective upon its
adoption by the Board.  It shall continue in effect for ten (10) years, unless
sooner terminated under Section 14 of the Plan. 

	Term of Option.  The term of each Option shall be stated in the
Option Agreement. 

	Option Exercise Price and Consideration.


	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, but in no case shall the per share exercise price be less than
the Fair Market Value.

	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.

	Form of Consideration.  The Administrator shall determine the
acceptable form of consideration for exercising an Option, including the method
of payment.  Such consideration may consist entirely of:

	cash;
	check;
	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;
	consideration received by the Company under a cashless exercise program
implemented by the Company in connection with the Plan;
	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;
	such other consideration and method of payment for the issuance of Shares to
the extent permitted by Applicable Laws; or
	any combination of the foregoing methods of payment.




	Exercise of Option.


	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.  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 12 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.

	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, but only within such
period of time as is specified in the Option Agreement, and only 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.

	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.

	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.

	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.

	Non-Transferability of Options.  Unless determined
otherwise by the Administrator, an Option 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
transferable, such Option shall contain such additional terms and conditions as
the Administrator deems appropriate.

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


	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 the number of shares of Common Stock which have
been authorized for issuance under the Plan but as to which no Options have yet
been granted or which have been returned to the Plan upon cancellation or
expiration of an Option, as well as the price per share of Common Stock covered
by each such outstanding Option, 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.

	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 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 will terminate immediately prior to the consummation of such proposed
action.

	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 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, the Optionee shall fully vest in and have
the right to exercise the Option as to all of the Optioned Stock, including
Shares as to which it would not otherwise be vested or exercisable.  If an
Option 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 shall be fully
vested and exercisable for a period of fifteen (15) days from the date of such
notice, and the Option shall terminate upon the expiration of such period.  For
the purposes of this paragraph, the Option 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, 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, for each Share
of Optioned Stock 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.

	Date of Grant.  The date of grant of an Option shall be, for all
purposes, the date on which the Administrator makes the determination granting
such Option, 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.

	Amendment and Termination of the Plan.


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

	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.

	Conditions Upon Issuance of Shares.


	Legal Compliance.  Shares shall not be issued pursuant to the
exercise of an Option unless the exercise of such Option 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.

	Investment Representations.  As a condition to the exercise of an
Option the Company may require the person exercising such Option  to represent
and warrant at the time of any such exercise that the Shares are being purchased
only for investment and without any present intention to sell or distribute such
Shares if, in the opinion of counsel for the Company, such a representation is
required.

	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.

	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.

 

CELL GENESYS, INC.



2001 NONSTATUTORY STOCK OPTION PLAN



STOCK OPTION AGREEMENT

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


	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:Nonstatutory Stock Option

Term/Expiration Date:

Vesting Schedule:

Subject to the Optionee continuing to be a Service Provider on such dates,
this Option shall vest and become exercisable in accordance with the following
schedule:

[25% of the Shares subject to the Option shall vest twelve months after
the Vesting Commencement Date, and 1/48th of the Shares subject to the Option
shall vest upon the last day of each month thereafter.]

Termination Period:

This Option may be exercised for 3 months after Optionee ceases to be a
Service Provider.  Upon the death or Disability of the Optionee, this Option may
be exercised for such longer period as provided in the Plan.  In no event shall
this Option be exercised later than the Term/Expiration Date as provided
above.

	AGREEMENT


	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 14(b) 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.

	Exercise of Option.


	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.

	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 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.

	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:

	cash;
	check;
	consideration received by the Company under a cashless exercise program
implemented by the Company in connection with the Plan; or 
	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.



	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.

	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.

	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.


	Exercising the Option.  The Optionee may incur regular federal income
tax liability upon exercise of an 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.

	Disposition of Shares.  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.

	Vesting Acceleration Upon Certain Terminations of Employment or
Consulting Relationship Following a Change of Control.


	Vesting Acceleration for Optionees With One Year or More of Service.
If Optionee has served as an Employee of the Company for one (1) year or more as
of the date of a "Change of Control" and following such "Change
of Control" Optionee's Continuous Status as an Employee terminates as a
result of "Involuntary Termination" other than for "Cause"
at any time within twenty-four (24) months following such "Change of
Control", then one hundred percent (100%) of this Option shall
automatically be accelerated in full so as to become completely vested and fully
exercisable (all quoted terms as defined below).

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

	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 l3d-3 under said Act), directly
or indirectly, of securities of the Company representing 50% or more of the
total voting power represented by the Company's then outstanding voting
securities; or
	A change in the composition of the Board 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 with the affirmative votes of at least a
majority of the Incumbent Directors at the time of such election or nomination
(but shall not include an individual whose election or nomination is in
connection with an actual or threatened proxy contest relating to the election
of directors to the Company); or
	The stockholders of the Company approve a merger or consolidation of the
Company with any other corporation, 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) at least fifty
percent (50%) of the total voting power represented by the voting securities of
the total voting power represented by the voting securities of the Company of
such surviving entity outstanding immediately after such merger or
consolidation, or the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the
Company of all substantially all the Company's assets.




	Involuntary Termination. "Involuntary Termination" shall
mean (i) the elimination of Optionee's job position or a material reduction of
the Optionee's job position or a material reduction of the Optionee's duties,
authority or responsibilities, relative to the Optionee's job position or
duties, authority or responsibilities as in effect immediately prior to such
reduction; a reduction by the Company in the base salary of the Optionee as in
effect immediately prior to such reduction; (iii) a material reduction by the
Company in the kind of 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; or (iv) the
relocation of the Optionee to a facility or a location more than (30) miles from
the Optionee's then present location; or (v) any other involuntary termination
of the Optionee's employment without cause except in the event of
disability.

	Cause.  "Cause" shall mean (i) any act of personal
dishonesty, fraud or misrepresentation taken by the Optionee in connection with
his responsibilities as an employee and intended to result in substantial gain
or personal enrichment of the Optionee at the expense of Company, (ii) the
Optionee's conviction of a felony, (iii) improper disclosure of the Company's
confidential or proprietary information by the Optionee; or (iv) the Optionee's
continued failure to substantially perform his principal duties in a reasonable
period of time after receipt of written notice from the Company.

	Voluntary Resignation; Termination For Cause; Non-Termination.  If,
following a Change of Control, the Optionee's Continuous Status as an Employee
terminates by reason of the Optionee's voluntary resignation (and is not an
Involuntary Termination), or if the Optionee's Continuous Status as an Employee
does not terminate, then the Optionee shall not be entitled to receive
accelerated Option vesting under Section 7(a) hereof.

	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 California.

	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.

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





Signature




Print Name




Residence Address




	


CELL GENESYS, INC.





By




Title






















EXHIBIT A







CELL GENESYS, INC. 



2001 NONSTATUTORY STOCK OPTION PLAN



EXERCISE NOTICE

 

Cell Genesys, Inc.

342 Lakeside Drive

Foster City, CA 94404

Attention:  Corporate Secretary



	Exercise of Option.  Effective as of today, ________________, _____,
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 2001 Nonstatutory Stock
Option Plan (the "Plan") and the Stock Option Agreement dated,
_________, ___ (the "Option Agreement").  The purchase price for the
Shares shall be $_______, as required by the Option Agreement.

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

	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.

	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 12 of
the Plan.

	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.

	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
California.

	


Submitted by:



PURCHASER





Signature




Print Name






Address:









	


Accepted by:



CELL GENESYS, INC.





By




Title




Date Received



Address:342 Lakeside Drive

       Foster City, CA   94404