2002 Employee Stock Purchase Plan





 

  EXHIBIT 4.1

 




CELL GENESYS, INC.

2002 EMPLOYEE STOCK PURCHASE PLAN

 

The following constitute the provisions of the 2002 Employee
Stock Purchase Plan of Cell Genesys, Inc.




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

	Definitions.



	"Administrator" shall mean the Board or
any Committee designated by the Board to administer the plan pursuant to Section
14.


	"Board" shall mean the Board of
Directors of the Company.
	"Change of Control"  shall mean the occurrence of any of
the following events: 



	Any "person" (as such term is used in Sections
13(d) and 14(d) of the Exchange Act) becomes the "beneficial owner"
(as defined in Rule 13d-3 of the Exchange 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


	The consummation of the sale or disposition by the
Company of all or substantially all of the Company's assets; or


	The consummation of 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 or its parent) at
least fifty percent (50%) of the total voting power represented by the voting
securities of the Company, or such surviving entity or its parent outstanding
immediately after such merger or consolidation.


	A change in the composition of the Board, 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 applicable, 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
those Directors whose election or nomination was not in connection with any
transaction described in subsections (i), (ii) or (iii) or in connection with an
actual or threatened proxy contest relating to the election of Directors of the
Company.


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


	"Committee" means a committee of the
Board appointed by the Board in accordance with Section 14 hereof.


	"Common Stock" shall mean the common
stock of the Company.


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


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


	"Designated Subsidiary" shall mean any
Subsidiary selected by the Administrator as eligible to participate in the
Plan.


	"Director" shall mean a member of the
Board.


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


	"Exchange Act" shall mean the Securities
Exchange Act of 1934, as amended. 


	"Exercise Date" shall mean the first
Trading Day on or after February 1 and August 1 of each year.  The first
Exercise Date under the Plan shall be February 1, 2003.


	"Fair Market Value" shall mean, 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 on
the date of determination, as reported in The Wall Street Journal or such
other source as the Board deems reliable;


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


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


	"Offering Date" shall mean the first
Trading Day of each Offering Period.


	"Offering Periods" shall mean the
periods of approximately twenty-four (24) months during which an option granted
pursuant to the Plan may be exercised, commencing on the first Trading Day on or
after February 1 and August 1 of each year and terminating on the first Trading
Day on or after the February 1 and August 1 Offering Period commencement
date approximately twenty-four months later.  The duration and timing of
Offering Periods may be changed pursuant to Section 4 of this Plan.


	"Plan" shall mean this 2002 Employee
Stock Purchase Plan.


	"Purchase Period" shall mean the
approximately six (6) month period commencing on one Exercise Date and ending
with the next Exercise Date, except that the first Purchase Period of any
Offering Period shall commence on the Offering Date and end with the next
Exercise Date.  


	"Purchase Price" shall mean 85% of the
Fair Market Value of a share of Common Stock on the Offering Date or on the
Exercise Date, whichever is lower; provided however, that the Purchase Price may
be adjusted by the Administrator pursuant to Section 20.


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


	"Trading Day" shall mean a day on which
national stock exchanges and the Nasdaq System are open for
trading.


	Eligibility.



	General.  Any Eligible Employee on a given
Offering Date shall be eligible to participate in the Plan.


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


	Offering Periods.  The Plan shall be implemented
by consecutive, overlapping Offering Periods with a new Offering Period
commencing on the first Trading Day on or after February 1 and August 1
each year, or on such other date as the Board shall determine, and
continuing thereafter until terminated in accordance with Section 20 hereof.
The Board shall have the power to change the duration of Offering Periods
(including the commencement dates thereof) with respect to future offerings
without shareholder approval if such change is announced prior to the scheduled
beginning of the first Offering Period to be affected thereafter.


	Participation.  An Eligible Employee may
participate in the Plan by completing a subscription agreement authorizing
payroll deductions in the form of Exhibit A to this Plan and filing it
with the Company's payroll office at least five (5) business days prior to the
applicable Offering Period.

	Payroll Deductions.



	At the time a participant files his or her subscription
agreement, he or she shall elect to have payroll deductions made on each pay day
during the Offering Period in an amount not exceeding ten percent (10%) of the
Compensation which he or she receives on each pay day during the Offering
Period; provided, however, that should a pay day occur on an Exercise Date, a
participant shall have the payroll deductions made on such day applied to his or
her account under the new Offering Period or Purchase Period, as the case may
be.  A participant's subscription agreement shall remain in effect for
successive Offering Periods unless terminated as provided in Section 10
hereof.


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


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


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


	Notwithstanding the foregoing, to the extent necessary to
comply with Section 423(b)(8) of the Code and Section 3(b) hereof, a
participant's payroll deductions may be decreased to zero percent (0%) at any
time during a Purchase Period.  Payroll deductions shall recommence at the rate
provided in such participant's subscription agreement at the beginning of the
first Purchase Period which is scheduled to end in the following calendar year,
unless terminated by the participant as provided in Section 10 hereof.


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


	Grant of Option.  On the Offering Date of each
Offering Period, each Eligible Employee participating in such Offering Period
shall be granted an option to purchase on each Exercise Date during such
Offering Period (at the applicable Purchase Price) up to a number of shares of
the Company's Common Stock determined by dividing such Eligible Employee's
payroll deductions accumulated prior to such Exercise Date and retained in the
Participant's account as of the Exercise Date by the applicable Purchase Price;
provided that in no event shall an Eligible Employee be permitted to purchase
during each Purchase Period more than a number of shares of Common Stock
determined by dividing $12,500 by the Fair Market Value of a share of Common
Stock on the Offering Date, and provided further that such purchase shall be
subject to the limitations set forth in Sections 3(b) and 12 hereof.  The
Eligible Employee may accept the grant of such option by turning in a completed
Subscription Agreement (attached hereto as Exhibit A) to the Company on
or prior to an Offering Date.  The Administrator may, for future Offering
Periods, increase or decrease, in its absolute discretion, the maximum number of
shares of the Company's Common Stock an Eligible Employee may purchase during
each Purchase Period of such Offering Period.  Exercise of the option shall
occur as provided in Section 8 hereof, unless the participant has withdrawn
pursuant to Section 10 hereof.  The option shall expire on the last day of the
Offering Period. 

	Exercise of Option.  



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


	If the Administrator determines that, on a given Exercise
Date, the number of shares with respect to which options are to be exercised may
exceed (i) the number of shares of Common Stock that were available for sale
under the Plan on the Offering Date of the applicable Offering Period, or (ii)
the number of shares available for sale under the Plan on such Exercise Date,
the Administrator may in its sole discretion (x) provide that the Company shall
make a pro rata allocation of the shares of Common Stock available for purchase
on such Offering Date or Exercise Date, as applicable, in as uniform a manner as
shall be practicable and as it shall determine in its sole discretion to be
equitable among all participants exercising options to purchase Common Stock on
such Exercise Date, and continue all Offering Periods then in effect, or (y)
provide that the Company shall make a pro rata allocation of the shares
available for purchase on such Offering Date or Exercise Date, as applicable, in
as uniform a manner as shall be practicable and as it shall determine in its
sole discretion to be equitable among all participants exercising options to
purchase Common Stock on such Exercise Date, and terminate any or all Offering
Periods then in effect pursuant to Section 20 hereof.  The Company may make pro
rata allocation of the shares available on the Offering Date of any applicable
Offering Period pursuant to the preceding sentence, notwithstanding any
authorization of additional shares for issuance under the Plan by the Company's
shareholders subsequent to such Offering Date.


	Delivery.  As soon as reasonably practicable after
each Exercise Date on which a purchase of shares occurs, the Company shall
arrange the delivery to each participant of the shares purchased upon exercise
of his or her option in a form determined by the Administrator.


	Withdrawal.



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


	A participant's withdrawal from an Offering Period shall
not have any effect upon his or her eligibility to participate in any similar
plan which may hereafter be adopted by the Company or in succeeding Offering
Periods which commence after the termination of the Offering Period from which
the participant withdraws.


	Termination of Employment.  In the event a
participant ceases to be an Eligible Employee of the Company or any Designated
Subsidiary, as applicable, he or she will be deemed to have elected to withdraw
from the Plan and any payroll deductions credited to such participant's account
during the Offering Period but not yet used to purchase shares under the Plan
shall be returned to such participant or, in the case of his or her death, to
the person or persons entitled thereto under Section 15 hereof, and such
participant's option shall be automatically terminated.  


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


	Stock.



	Subject to adjustment upon changes in capitalization of
the Company as provided in Section 19 hereof, the maximum number of shares of
the Company's Common Stock which shall be made available for sale under the Plan
shall be 200,000 shares plus an annual increase to be added on the first day of
the Company's fiscal year beginning in 2003, equal to the lesser of (i) 100,000
shares, (ii) 1/2% of the outstanding shares on such date or (iii) an amount
determined by the Administrator.  


	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), a participant shall only have the rights of an unsecured
creditor with respect to such shares, and no right to vote or receive dividends
or any other rights as a stockholder shall exist with respect to such
shares.


	Shares to be delivered to a participant under the Plan
shall be registered in the name of the participant or in the name of the
participant and his or her spouse.


	Administration.  The Administrator shall
administer the Plan and shall have full and exclusive discretionary authority to
construe, interpret and apply the terms of the Plan, to determine eligibility
and to adjudicate all disputed claims filed under the Plan.  Every finding,
decision and determination made by the Administrator shall, to the full extent
permitted by law, be final and binding upon all parties.


	Designation of Beneficiary.



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


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


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


	Use of Funds.  All payroll deductions received or
held by the Company under the Plan may be used by the Company for any corporate
purpose, and the Company shall not be obligated to segregate such payroll
deductions.  Until shares are issued, participants shall only have the rights of
an unsecured creditor.


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


	Adjustments Upon Changes in Capitalization,
Dissolution, Liquidation, Merger or Change of Control.



	Changes in Capitalization.  Subject to any
required action by the shareholders of the Company, the maximum number of shares
of the Company's Common Stock which shall be made available for sale under the
Plan, the maximum number of shares each participant may purchase each Purchase
Period (pursuant to Section 7), the number of shares that may be added annually
to the shares reserved under the Plan (pursuant to Section 13(a)(i)), as well as
the price per share and the number of shares of Common Stock covered by each
option under the Plan which has not yet been exercised shall be proportionately
adjusted for any increase or decrease in the number of issued shares of Common
Stock resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other change in the
number of shares of Common Stock effected without receipt of consideration by
the Company; provided, however, that conversion of any convertible securities of
the Company shall not be deemed to have been "effected without receipt of
consideration."  Such adjustment shall be made by the Administrator, 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 Offering Period then in
progress shall be shortened by setting a new Exercise Date (the "New
Exercise Date"), and shall terminate immediately prior to the consummation
of such proposed dissolution or liquidation, unless provided otherwise by the
Administrator.  The New Exercise Date shall be before the date of the Company's
proposed dissolution or liquidation.  The Administrator shall notify each
participant in writing, at least ten (10) business days prior to the New
Exercise Date, that the Exercise Date for the participant's option has been
changed to the New Exercise Date and that the participant's option shall be
exercised automatically on the New Exercise Date, unless prior to such date the
participant has withdrawn from the Offering Period as provided in Section 10
hereof.  


	Merger or Change of Control.  In the event of a
merger or Change of Control, each outstanding option shall be assumed or an
equivalent option 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, any Purchase Periods
then in progress shall be shortened by setting a New Exercise Date and any
Offering Periods then in progress shall end on the New Exercise Date.  The New
Exercise Date shall be before the date of the Company's proposed merger or
Change of Control.  The Administrator shall notify each participant in writing,
at least ten (10) business days prior to the New Exercise Date, that the
Exercise Date for the participant's option has been changed to the New Exercise
Date and that the participant's option shall be exercised automatically on the
New Exercise Date, unless prior to such date the participant has withdrawn from
the Offering Period as provided in Section 10 hereof.

	Amendment or Termination.



	The Administrator may at any time and for any reason
terminate or amend the Plan.  Except as otherwise provided in the Plan, no such
termination can affect options previously granted, provided that an Offering
Period may be terminated by the Administrator on any Exercise Date if the
Administrator determines that the termination of the Offering Period or the Plan
is in the best interests of the Company and its shareholders.  Except as
provided in Section 19 and this Section 20 hereof, no amendment may make any
change in any option theretofore granted which adversely affects the rights of
any participant.  To the extent necessary to comply with Section 423 of the Code
(or any successor rule or provision or any other applicable law, regulation or
stock exchange rule), the Company shall obtain shareholder approval in such a
manner and to such a degree as required.


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


	In the event the Administrator determines that the
ongoing operation of the Plan may result in unfavorable financial accounting
consequences, the Board may, in its discretion and, to the extent necessary or
desirable, modify or amend the Plan to reduce or eliminate such accounting
consequence including, but not limited to:



	increasing the Purchase Price for any Offering Period
including an Offering Period underway at the time of the change in Purchase
Price;


	shortening any Offering Period so that the Offering
Period ends on a new Exercise Date, including an Offering Period underway at the
time of the Board action; and


	allocating shares.

Such modifications or amendments shall not require
stockholder approval or the consent of any Plan participants.


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


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

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


	Term of Plan.  The Plan shall become effective
upon the earlier to occur of its adoption by the Board of Directors or its
approval by the shareholders of the Company.  It shall continue in effect until
terminated under Section 20 hereof.


	Automatic Transfer to Low Price Offering Period.
To the extent permitted by any applicable laws, regulations, or stock exchange
rules if the Fair Market Value of the Common Stock on any Exercise Date in an
Offering Period is lower than the Fair Market Value of the Common Stock on the
Offering Date of such Offering Period, then all participants in such Offering
Period shall be automatically withdrawn from such Offering Period immediately
after the exercise of their option on such Exercise Date and automatically re-
enrolled in the immediately following Offering Period.

EXHIBIT A

CELL GENESYS, INC.

2002 EMPLOYEE STOCK PURCHASE PLAN

SUBSCRIPTION AGREEMENT

 

_____ Original ApplicationOffering Date:___________

_____ Change in Payroll Deduction Rate

_____ Change of Beneficiary(ies)
1.____________________ hereby elects to participate in
the Cell Genesys, Inc. 2002 Employee Stock Purchase Plan (the "Employee
Stock Purchase Plan") and subscribes to purchase shares of the Company's
Common Stock in accordance with this Subscription Agreement and the Employee
Stock Purchase Plan.

2.I hereby authorize payroll deductions from each
paycheck in the amount of ____% of my Compensation on each payday (from 0 to
10%) during the Offering Period in accordance with the Employee Stock
Purchase Plan.  (Please note that no fractional percentages are permitted.)

3.I understand that said payroll deductions shall be
accumulated for the purchase of shares of Common Stock at the applicable
Purchase Price determined in accordance with the Employee Stock Purchase Plan.
I understand that if I do not withdraw from an Offering Period, any accumulated
payroll deductions will be used to automatically exercise my option.

4.I have received a copy of the complete Employee Stock
Purchase Plan.  I understand that my participation in the Employee Stock
Purchase Plan is in all respects subject to the terms of the Plan.  I understand
that my ability to exercise the option under this Subscription Agreement is
subject to shareholder approval of the Employee Stock Purchase Plan.

5.Shares purchased for me under the Employee Stock
Purchase Plan should be issued in the name(s) of
 (Eligible Employee or Eligible
Employee and Spouse only).

6.I understand that if I dispose of any shares received
by me pursuant to the Plan within 2 years after the Offering Date (the first day
of the Offering Period during which I purchased such shares) or one year after
the Exercise Date, I will be treated for federal income tax purposes as having
received ordinary income at the time of such disposition in an amount equal to
the excess of the fair market value of the shares at the time such shares were
purchased by me over the price which I paid for the shares.  I hereby agree
to notify the Company in writing within 30 days after the date of any
disposition of my shares and I will make adequate provision for Federal, state
or other tax withholding obligations, if any, which arise upon the disposition
of the Common Stock.  The Company may, but will not be obligated to,
withhold from my compensation the amount necessary to meet any applicable
withholding obligation including any withholding necessary to make available to
the Company any tax deductions or benefits attributable to sale or early
disposition of Common Stock by me.  If I dispose of such shares at any time
after the expiration of the 2-year and 1-year holding periods, I understand that
I will be treated for federal income tax purposes as having received income only
at the time of such disposition, and that such income will be taxed as ordinary
income only to the extent of an amount equal to the lesser of (1) the excess of
the fair market value of the shares at the time of such disposition over the
purchase price which I paid for the shares, or (2) 15% of the fair market value
of the shares on the first day of the Offering Period.  The remainder of the
gain, if any, recognized on such disposition will be taxed as capital gain.

7.I hereby agree to be bound by the terms of the Employee
Stock Purchase Plan.  The effectiveness of this Subscription Agreement is
dependent upon my eligibility to participate in the Employee Stock Purchase
Plan.

8.In the event of my death, I hereby designate the
following as my beneficiary(ies) to receive all payments and shares due me under
the Employee Stock Purchase Plan:

NAME:  (Please
print)_____________________________________________________



(First)(Middle)(Last)

_________________________

Relationship



Percentage Benefit(Address)


NAME: (please print)

(First)(Middle)(Last)


 



Relationship




Percentage of Benefit(Address)

 

Employee's Social

Security Number:____________________________________

Employee's Address:____________________________________

____________________________________

____________________________________

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

Dated:_________________________

Signature of Employee



Spouse's Signature (If beneficiary other than
spouse)

EXHIBIT B

CELL GENESYS, INC.

2002 EMPLOYEE STOCK PURCHASE PLAN

NOTICE OF WITHDRAWAL

 

The undersigned participant in the Offering Period of the
Cell Genesys, Inc. 2002 Employee Stock Purchase Plan which began on
____________, ______ (the "Offering Date") hereby notifies the Company
that he or she hereby withdraws from the Offering Period.  He or she hereby
directs the Company to pay to the undersigned as promptly as practicable all the
payroll deductions credited to his or her account with respect to such Offering
Period.  The undersigned understands and agrees that his or her option for such
Offering Period will be automatically terminated.  The undersigned understands
further that no further payroll deductions will be made for the purchase of
shares in the current Offering Period and the undersigned shall be eligible to
participate in succeeding Offering Periods only by delivering to the Company a
new Subscription Agreement.
Name and Address of Participant:

________________________________

________________________________

________________________________

Signature:

________________________________

Date:____________________________