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                                                                    EXHIBIT 10.1

                               CELL GENESYS, INC.
                      INCENTIVE COMPENSATION PLAN FOR 2005

PURPOSE

This plan is designed to provide Cell Genesys officers and participating
employees with financial incentives to achieve the Company's corporate
objectives for 2005.

CORPORATE OBJECTIVES

The major business objectives for 2005 that will be used to evaluate Company and
individual performance are approved in advance by the Compensation Committee.
The Committee also approves an appropriate weighting of these major business
objectives based on their relative importance to the Company's business in 2005.

EVALUATION OF COMPANY PERFORMANCE

The Compensation Committee will measure performance against each objective as
follows:


<TABLE>
<CAPTION>
DESCRIPTION OF PERFORMANCE                    PERFORMANCE RATING
<S>                                           <C>
Did not achieve objective                     0 to 50%
Achieved objective                            50% to 100%
Exceeded objective                            100% to 150%
</TABLE>

DETERMINATION OF OVERALL COMPANY PERFORMANCE RATING

An overall Company performance rating will be determined by multiplying each
goal's performance rating by its weighting.

DETERMINATION OF FUNDS AVAILABLE FOR 2005 INCENTIVE COMPENSATION PLAN

The Compensation Committee will determine the total funds available for the 2005
Incentive Compensation Plan based upon the overall Company performance rating
multiplied by the total salaries of eligible employees participating in the
plan.

ALLOCATION OF FUNDS UNDER THE 2005 INCENTIVE COMPENSATION PLAN

The Compensation Committee will also review and approve the allocation of
available funds for awards to the CEO and other executive officers and awards to
other employees participating in the plan based on their relative contributions
to the achievement of the major Company objectives for 2005.

DETERMINATION OF INDIVIDUAL AWARDS UNDER THE 2005 INCENTIVE COMPENSATION PLAN

Each employee participating in the plan including the Company's executive
officers has individual goals for 2005 which are approved in advance by the CEO
or designee and, in the case of the CEO's goals, by the Compensation Committee.
These individual goals for 2005 relate directly to the Company objectives for
2005 that have been approved by the Compensation Committee as the basis for the
2005 Incentive Compensation Plan. Individual awards will be based on the overall
Company performance rating and the individual's own performance rating. Both of
these factors will impact each award under the plan. The Compensation Committee
may also consider individual discretionary bonus awards for exceptional
individual performance.

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OTHER CRITERIA

o    Incentive awards if any will be distributed on February 15, 2006.

o    Employees must generally be actively employed on the day the award is paid
     in order to receive the award.

o    If an employee is eligible to receive an award and is on an approved leave
     of absence at the day the awards are distributed, the employee will receive
     the award upon his or her return to active status.

     Employees on leave for a period in excess of 30 days shall have their
     awards prorated accordingly.

o    Employees hired prior to September 1, 2005 are eligible to receive awards
     and award payments will be prorated for the actual length of service during
     2005.

o    The Compensation Committee reserves the right to modify this plan at any
     time.

ADOPTED BY COMPENSATION COMMITTEE MARCH 1, 2005.