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<title>101501 S8S3 DOC</title>
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<FONT SIZE=1 COLOR="#ff0000"><P ALIGN="RIGHT">As filed with the Securities and
Exchange Commission on October 15, 2001<br>
                 Registration No. 333-_______
</font>
<HR align=left SIZE=3 width="100%">

<p align="center"><font size="2" color="#000000"><B>
                    SECURITIES AND EXCHANGE COMMISSION<BR>
                         Washington, D.C. 20549</B></font><br>
<font size="1">
                              __________________________<br>
                  <font size="3"><B>FORM S-8/S-3</B></font><br>
                  <font size="2"><B>
          REGISTRATION STATEMENT<BR>
<font size="1">(Including registration of shares for resale by means of a Form S-3 Prospectus)<br>
<font size="2">           <I> Under<br> The Securities Act of 1933<br> </I>
</B></font>
                              __________________________<br>

<font size="4" color="#0000FF"><B>
                             CELL GENESYS, INC.
</B></font><BR>
<font size="1">
          (Exact name of Registrant as specified in its charter)<br>
<font size="1">
                              __________________________<br>

<P>&nbsp;
<TABLE COLS=2 WIDTH="85%" >
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<TD>
<font size="1"><B>
<CENTER><u>Delaware</u></CENTER>
</font></B>
</TD>
<TD>
<font size="1"><B>
<CENTER><u> 94-3061375 </u></CENTER>
</font></B>
</TD>
</TR>
<TR>
<TD>
<font size="1">
<CENTER>&nbsp;<B>(State or other jurisdiction of incorporation or organization)</B></CENTER>
</font>
</TD>
<TD>
<font size="1">
<CENTER><B>(I.R.S. Employer Identification Number)</B></CENTER>
</font>
</TD>
</TR>
</TABLE>


<p align="center"><font size="1"><B>
                           342 Lakeside Drive<br>
                      Foster City, California &nbsp;&nbsp;94404<br>
                               (650) 425-4400<br>
</B></font>
<B><FONT SIZE=1>(Address, including zip code, and telephone  number,
including area code, of Registrant's principal executive offices)</B></FONT><br>
<font size="1">
                              __________________________<br>


<font size="2"><B><P ALIGN="CENTER">Calydon, Inc. Management Incentive and Retention Plan, as
amended<BR>
<FONT SIZE=1>(Full Title of Plan)</B><br>

                              __________________________<br>


<font size="1"><B>
                              Matthew J. Pfeffer<br>
                            Chief Financial Officer<br>
                             Cell Genesys, Inc.<br>
                           342 Lakeside Drive<br>
                         Foster City, California &nbsp;&nbsp;94404<br>
                               (650) 425-4400
</B></font><br>

<B><font size="1">
          (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)</B><br>
</font>
<font size="1">
                              __________________________<br>
                                  <I> Copies to:</I><br>
<B>
                              Herbert P. Fockler, Esq.<br>
                        Wilson Sonsini Goodrich & Rosati<br>
                            Professional Corporation<br>
                               650 Page Mill Road<br>
                            Palo Alto, CA &nbsp;&nbsp; 94304<br>
                                 (650) 493-9300<br>
</B></font>
<font size="1">
                              __________________________<br>

<br>
<br>
</FONT><B><FONT SIZE=2><P ALIGN="CENTER">CALCULATION OF REGISTRATION
FEE</P></B></FONT>

<P ALIGN="CENTER"><CENTER><TABLE BORDER CELLSPACING=1 CELLPADDING=4 WIDTH=650>
<TR><TD WIDTH="45%" VALIGN="BOTTOM">
<B><FONT SIZE=1>
<P ALIGN="CENTER">Title of Each Class of Securities to be Registered</B></FONT></TD>
<TD WIDTH="12%" VALIGN="BOTTOM">
<B><FONT SIZE=1>
<P ALIGN="CENTER">Amount to be Registered(1)</B></FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<B><FONT SIZE=1><P ALIGN="CENTER">Proposed Maximum Offering Price Per
Share(2)</B></FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<B><FONT SIZE=1><P ALIGN="CENTER">Proposed Maximum Aggregate Offering
Price</B></FONT></TD>
<TD WIDTH="10%" VALIGN="BOTTOM">
<B><FONT SIZE=1>
<P ALIGN="CENTER">Amount Of Registration  Fee</B></FONT></TD>
</TR>
<TR><TD WIDTH="45%" VALIGN="BOTTOM">
<FONT SIZE=1><P ALIGN="JUSTIFY">Common Stock, par value $0.001, issued under the
Calydon, Inc. Management Incentive and Retention Plan, as amended</FONT></TD>
<TD WIDTH="12%" VALIGN="BOTTOM">
<FONT SIZE=1><P ALIGN="CENTER">51,876 shares</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=1><P ALIGN="CENTER">$15.84</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=1><P ALIGN="CENTER">$821,715.85</FONT></TD>
<TD WIDTH="10%" VALIGN="BOTTOM">
<FONT SIZE=1><P ALIGN="CENTER">$205.43</FONT></TD>
</TR>
</TABLE>
</CENTER></P>


<P ALIGN="JUSTIFY"><FONT SIZE=1>(1) &nbsp;&nbsp;&nbsp;&nbsp; Pursuant to the Agreement and Plan
of  Reorganization dated as of August 1, 2001 by and among Cell Genesys, Inc. (the
"Registrant"), Satellite Acquisition Corporation, Calydon, Inc., and with respect
to Articles VII, VIII and IX only Kenneth Socha as Shareholder Representative
and Chase Manhattan Bank and Trust Company, N.A. as Escrow Agent, the Registrant
assumed the obligations of Calydon, Inc. pursuant to the Calydon, Inc.
Management Incentive and Retention Plan, as amended, and issued shares of
its Common Stock to the participants under such plan.</P>

<P ALIGN="JUSTIFY"><FONT SIZE=1>(2) &nbsp;&nbsp;&nbsp;&nbsp; Estimated solely for the purpose
of computing the amount  of the registration fee and computed pursuant to Rule&nbsp;457 under
the  Securities Act of 1933 based upon the average of the high and low prices of the
Common Stock on October 8,&nbsp;2001 as reported on the Nasdaq National
Market.

<HR align=left SIZE=3 width="100%">

<B><FONT SIZE=2><P ALIGN="CENTER">PROSPECTUS</P>
</FONT><FONT SIZE=4><P ALIGN="CENTER">51,876 Shares</P>
</FONT><FONT SIZE=5><P ALIGN="CENTER">CELL GENESYS, INC.</P>
<P ALIGN="CENTER"><IMG SRC="logosmall1.gif"></P>
</FONT><FONT SIZE=4><P ALIGN="CENTER">Common Stock</P>
</B></FONT><FONT SIZE=1><P ALIGN="JUSTIFY">&nbsp;</P>
</FONT><P><HR WIDTH="18%" SIZE=0></P>
<font size="3">
<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This prospectus is part of a registration statement that we
filed with the SEC using the "shelf" registration process. It relates to the
public offering, which is not being underwritten, of 51,876 shares of our common
stock that are held by some of our current stockholders. We issued such shares
to these selling stockholders in connection with our assumption of the
obligations of Calydon, Inc. under the Calydon Management Incentive and
Retention Plan, as amended (the "Retention Plan"), as a result of our
acquisition of the outstanding capital stock of Calydon, Inc. in August
2001.</P>
<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling stockholders may sell these shares from time to
time on the over-the-counter market in regular brokerage transactions, in
transactions directly with market makers or in privately negotiated
transactions. For additional information on the methods of sale that may be used
by the selling stockholders, see the section entitled "Plan of Distribution" on
page 15. We will not receive any of the proceeds from the sale of these shares.
We will bear the costs relating to the registration of these shares.</P>
<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our common stock is listed on the Nasdaq National Market
under the symbol "CEGE." On October 12, 2001, the last sale price of our
common stock was $17.84 per share.</P>
<FONT SIZE=1><P ALIGN="JUSTIFY">&nbsp;</P>
</FONT><P><HR WIDTH="18%" SIZE=0></P>
<B><P>THIS OFFERING INVOLVES MATERIAL RISKS. SEE "RISK FACTORS" BEGINNING ON
PAGE 5.</P>
</B><FONT SIZE=1><P ALIGN="JUSTIFY">&nbsp;</P>
</FONT><P><HR WIDTH="18%" SIZE=0></P>
<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Securities and Exchange Commission may take the view
that, under certain circumstances, the Selling Stockholders and any broker-dealers or
agents that participate with the Selling Stockholders in the
distribution of the Shares may be deemed to be "underwriters" within the meaning
of the Securities Act. Commissions, discounts or concessions received by any
such broker-dealer or agent may be deemed to be underwriting commissions under
the Securities Act. We and the Selling Stockholders have agreed to certain
indemnification arrangements. See "Plan of Distribution" on page&nbsp;15.</P>
<FONT SIZE=1><P ALIGN="JUSTIFY">&nbsp;</P>
</FONT><P><HR WIDTH="18%" SIZE=0></P>
<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.</P>
<FONT SIZE=1><P ALIGN="JUSTIFY">&nbsp;</P>
</FONT><P><HR WIDTH="18%" SIZE=0></P>
<P ALIGN="CENTER">Prospectus dated October 15, 2001</P>

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<B><P ALIGN="CENTER">TABLE OF CONTENTS</P></B>
<P ALIGN="CENTER"><CENTER><TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=662>
<TR><TD WIDTH="90%" VALIGN="BOTTOM">
<P>&nbsp;</TD>
<TD WIDTH="10%" VALIGN="BOTTOM">
<B><P ALIGN="CENTER">Page</B></TD>
</TR>
<TR><TD WIDTH="90%" VALIGN="TOP">
<P>                WHERE YOU CAN FIND MORE INFORMATION .........................................................<br>
                   THE COMPANY ................................................................................................................<br>
                   FORWARD-LOOKING STATEMENTS ...........................................................................<br>
                   RISK FACTORS .................................................................................................................<br>
                   USE OF PROCEEDS ..........................................................................................................<br>
                   SELLING STOCKHOLDERS ............................................................................................<br>
                   PLAN OF DISTRIBUTION ................................................................................................<br>
                   LEGAL MATTERS .............................................................................................................<br>
                   EXPERTS ............................................................................................................................</TD>
<TD WIDTH="10%" VALIGN="TOP">
<P ALIGN="CENTER"><A HREF="#info">2</A><br>
                  <A HREF="#company">4</A><br>
                  <A HREF="#look">4</A><br>
                  <A HREF="#risk">5</A><br>
                  <A HREF="#use">14</A><br>
                  <A HREF="#selling">14</A><br>
                  <A HREF="#plan">15</A><br>
                  <A HREF="#legal">16</A><br>
                  <A HREF="#expert">16</A></TD>
</TR>
</TABLE>
</CENTER></P>


<FONT SIZE=1><P ALIGN="JUSTIFY">&nbsp;</P>
</FONT><P><HR WIDTH="18%" SIZE=0></P>
<B><P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;You should rely only on the information contained or
incorporated by reference in this prospectus and in any accompanying prospectus
supplement. We have not authorized anyone to provide you with different
information.</P>
<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The shares of common stock are not being offered in any
jurisdiction where the offer is not permitted.</P>
<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;You should not assume that the information in this prospectus
or any prospectus supplement is accurate as of any date other than the date on
the front of the documents.</P>

<A NAME="info"></A>
<P ALIGN="CENTER">WHERE YOU CAN FIND MORE INFORMATION</P>


<UL>
</B><P ALIGN="JUSTIFY"><LI>GOVERNMENT FILINGS. We file annual, quarterly and
special reports and other information with the Securities and Exchange
Commission (the "SEC"). In addition, we have filed with the SEC a registration
statement on Form S-8/S-3, of which this prospectus is a part, under the
Securities Act of 1933, as amended, with respect to the shares of common stock
offered hereby. You may read and copy any document that we file at the SEC's
public reference rooms in Washington, D.C., New York, New York, and Chicago,
Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms. Our SEC filings are also available to you free of charge
at the SEC's web site at <U>http://www.sec.gov</U>.</LI></P>
<P ALIGN="JUSTIFY"><LI>STOCK MARKET. The common stock is traded on the Nasdaq
National Market. Material filed by us can be inspected at the offices of the
N.A. of Securities Dealers, Inc., Reports Section, 1735 K Street, N.W.,
Washington, D.C. 20006.</LI></P>
<P ALIGN="JUSTIFY"><LI>INFORMATION INCORPORATED BY REFERENCE. The SEC allows us
to "incorporate by reference" the information we file with them, which means
that we can disclose important information to you by referring you to those
documents. The information incorporated by reference is considered to be part of
this prospectus, and information that we file later with the SEC will
automatically update and supersede previously filed information, including
information contained in this document.</LI></P>
</UL>

<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We incorporate by reference the documents listed below and
any future filings we will make with the SEC under Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended, until this offering
has been completed:</P>

<UL>

<P ALIGN="JUSTIFY"><LI>Our Annual Report on Form 10-K for the fiscal year ended
December 31, 2000.</LI></P>
<P ALIGN="JUSTIFY"><LI>Our Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 2001.</LI></P>
<P ALIGN="JUSTIFY"><LI>Our Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 2001.</LI></P>
<P ALIGN="JUSTIFY"><LI>Our Current Report on Form 8-K dated September 14,
2001.</LI></P>
<P ALIGN="JUSTIFY"><LI>The description of our common stock contained in our
Registration Statement on Form 8-A filed on March 24, 1992 pursuant to Section
12(g) of the Exchange Act.</LI></P>
<P ALIGN="JUSTIFY"><LI>The description of our Preferred Shares Rights Agreement
contained in our Registration Statement on Form 8-A filed on August 8, 1995
pursuant to Section 12(g) of the Exchange Act.</LI></P>
</UL>

<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;You may request free copies of these filings by writing or
telephoning us at the following address:</P>
<P ALIGN="CENTER">Cell Genesys, Inc.<br>
                  342 Lakeside Drive<br>
                  Foster City, California 94404<br>
                  Attention: Investor Relations<br>
                  (650) 425-4400</P>

<br>
<br>
<br>
<HR width="85%">
<br>
<br>
<br>

<A NAME="company"></A>
<B><P ALIGN="CENTER">THE COMPANY</P>
</B><P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Since our inception in April 1988, we have focused our
research and product development efforts on human disease therapies which are
based on innovative gene modification technologies. Our strategic objective is
to develop and commercialize cancer vaccines and gene therapies to treat cancer
and other major, life-threatening diseases. Our current clinical programs
include GVAX<SUP>&reg;</SUP> cancer vaccines in Phase&nbsp;II studies for
prostate cancer, Phase&nbsp;I/II studies for lung cancer and a Phase&nbsp;I/II
study for multiple myeloma. We expect to initiate a Phase&nbsp;II trial for
GVAX<SUP>&reg;</SUP> pancreatic cancer vaccine and a Phase&nbsp;I/II trial for
GVAX<SUP>&reg;</SUP> leukemia vaccine in the second half of 2001.
GVAX<SUP>&reg;</SUP> vaccines for prostate cancer and lung cancer are being
developed through a worldwide collaboration with the pharmaceutical division of
Japan Tobacco Inc. In addition, we have preclinical programs which are
evaluating potential gene therapies for cancer, hemophilia and cardiovascular
disorders. In January&nbsp;2001, we created a new majority-owned subsidiary,
Ceregene Inc., which is focused on gene therapies for central nervous system
disorders. We also have assets outside of our core business which can be used to
help maintain financial strength while product candidates are under development.
These assets include our 10.5&nbsp;percent equity ownership of Abgenix, Inc.,
(Nasdaq: ABGX) our former subsidiary, which is focused on the development and
commercialization of antibody therapies. We were incorporated in Delaware on
April 8, 1988. Our executive offices are located at 342 Lakeside Drive, Foster
City, California, 94404, and our telephone number is (650) 425-4400.</P>

<A NAME="look"></A>
<B><P ALIGN="CENTER">FORWARD-LOOKING STATEMENTS</P>
</B><P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This prospectus and the documents incorporated into this
prospectus by reference contain forward-looking statements that we have made
pursuant to the provisions of the Private Securities Litigation Reform Act of
1995. Such forward-looking statements are not historical facts but rather are
based on current expectations, estimates and projections about our industry,
management's beliefs, and assumptions made by management. Words such as
"expects," "believes," "seeks," and variations of such words and similar
expressions are intended to identify such forward-looking statements. These
statements are not guarantees of future performance and are subject to certain
risks, uncertainties and other factors, some of which are beyond our control,
that are difficult to predict and could cause actual results to differ
materially from those expressed or forecasted in such forward-looking
statements. Such risks and uncertainties include those described in "Risk
Factors" and elsewhere in this prospectus and in the documents incorporated into
this prospectus by reference. You are cautioned not to place undue reliance on
these forward-looking statements which reflect management's view only as of the
date of this prospectus. We undertake no obligation to update such statements or
publicly release the result of any revisions to these forward-looking statements
which it may make to reflect events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events.</P>

<br>
<br>
<br>
<HR width="85%">
<br>
<br>
<br>

<A NAME="risk"></A>
<B><P ALIGN="CENTER">RISK FACTORS</P>
</B><P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Investors should carefully consider the risks described
below before making an investment decision. The risks described below are not
the only ones facing our company. Additional risks not presently known to us or
that we currently believe are immaterial may also impair our business
operations. Our business could be harmed by any of these risks. The trading
price of our common stock could decline due to any of these risks and investors
may lose all or part of their investment. In assessing these risks, investors
should also refer to the other information contained or incorporated by
reference herein, including our consolidated financial statements
and related notes.</P>

<B><P ALIGN="JUSTIFY"> WE MAY HAVE A NEED FOR SUBSTANTIAL ADDITIONAL FUNDS.
</B><P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We will need substantial funds for existing and planned
preclinical and clinical trials, to continue research and development
activities, and to establish manufacturing and marketing capabilities for any
products we may develop. At some point in the future, we may need to raise
additional capital to fund our operations.</P>
<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our future capital requirements will depend on, and could
increase as a result of, many factors, such as: </P>

<UL>

<P ALIGN="JUSTIFY"><LI>continued scientific progress of research and development
programs</LI>
                   <LI>magnitude of such programs' expenses</LI>
                   <LI>progress of preclinical and clinical testing</LI>
                   <LI>time and costs involved in obtaining regulatory
approvals</LI>
                   <LI>costs involved in preparing, filing, prosecuting,
maintaining, enforcing and defending patent claims</LI>
                   <LI>competing technological and market developments</LI>
                   <LI>changes in collaborative relationships with Japan Tobacco
and others</LI>
                   <LI>terms of any additional collaborative arrangements into
which we may enter</LI>
                   <LI>our ability to establish research, development and
commercialization arrangements pertaining to products other than those covered
by existing collaborative arrangements</LI>
                   <LI>cost of establishing manufacturing facilities</LI>
                   <LI>cost of commercialization activities</LI>
                   <LI>demand for our products, if and when approved</LI>
                   <LI>potential redemption obligations in connection with
conversion of the Series B preferred stock</LI>
                   <LI>our ability to realize the carrying value of the Abgenix
stock due to its volatility</LI></P>
</UL>

<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We expect to be able to raise additional funds through
collaborative relationships, sales of some portion or all of our investment in
Abgenix, additional equity or debt financings, or otherwise. Because of our
long-term capital requirements, we may seek to access the public or private
equity markets whenever conditions are favorable, even if we do not have an
immediate need for additional capital at that time. There can be no assurance
that any such additional funding will be available to us, or, if available, that
it will be on acceptable terms. If we raise additional funds by issuing equity
securities, stockholders will incur immediate dilution. There can be no
assurance that opportunities for in-licensing technologies or for third party
collaborations will continue to be available to us on acceptable terms. If
adequate funds are not available, we may be required to delay, reduce the scope
of, or eliminate one or more of our research, development and clinical
activities. Alternatively, we may need to seek funds through arrangements with
collaborative partners or others that require us to relinquish rights to certain
of our technologies or product candidates that we would otherwise seek to
develop or commercialize ourselves. Either of these events could have a material
adverse effect on our business, results of operations, financial condition or
cash flow.</P>

<B><P ALIGN="JUSTIFY"> OUR PRODUCTS ARE IN DEVELOPMENTAL STAGE, ARE NOT APPROVED FOR COMMERCIAL
SALE AND MIGHT NOT RECEIVE REGULATORY APPROVAL OR BECOME COMMERCIALLY VIABLE. </B></P>

<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All of our potential cancer vaccine and gene therapy products
are in research and development. We have not generated any revenues from the
sale of products. We do not expect to generate any revenues from product sales
for at least the next several years. Our products currently under development
will require significant additional research and development efforts, including
extensive preclinical and clinical testing and regulatory approval, prior to
commercial use. There can be no assurance that our research and development
efforts will be successful or that any of our future products will ultimately be
commercially successful. Even if developed, our products may not receive
regulatory approval or be successfully introduced and marketed at prices that
would permit us to operate profitably.</P>

<B><P ALIGN="JUSTIFY"> WE HAVE NOT BEEN PROFITABLE IN OUR OPERATIONS (ABSENT THE GAINS ON SALES
OF ABGENIX STOCK) AND MAY NOT BECOME PROFITABLE IN THE FUTURE. </B></P>

<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have incurred an accumulated deficit since our inception.
At June&nbsp;30, 2001, our accumulated deficit was approximately
$39.8&nbsp;million, compared with $34.9&nbsp;million at December&nbsp;31, 2000.
For the quarter ended June&nbsp;30, 2001, we recorded a net loss of
$4.7&nbsp;million. We expect to incur substantial operating losses for at least
the next several years due primarily to the expansion of research and
development programs, including preclinical studies, clinical trials,
manufacturing and to a lesser extent, from general and administrative expenses.
We expect that losses will fluctuate from quarter to quarter and that these
fluctuations may be substantial. We cannot guarantee that we will successfully
develop, commercialize, manufacture or market any products. We cannot guarantee
that we will ever achieve or sustain product revenues or profitability.</P>

<B><P ALIGN="JUSTIFY"> OUR CANCER VACCINE AND GENE THERAPY PROGRAMS DEPEND ON NEW AND UNPROVEN
TECHNOLOGIES. </B></P>

<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Gene therapy is a new technology. Existing preclinical and
clinical data on the safety and efficacy of gene therapy are limited. Data
relating to our specific gene therapy approaches are also limited. Our
GVAX<SUP>&reg;</SUP> cancer vaccines are currently being tested in
Phase&nbsp;I/II and Phase&nbsp;II human clinical trials to determine their
safety and efficacy. None of our other products or therapies under development
are in human clinical trials. The results of preclinical studies do not predict
safety or efficacy in humans. Possible side effects of gene therapy may be
serious and potentially life-threatening. Unacceptable side effects may be
discovered during preclinical and clinical testing of our potential products or
thereafter. There are many reasons that potential products that appear promising
at an early stage of research or development do not result in commercially
successful products. Although we are testing proposed products or therapies in
human clinical trials, we cannot guarantee that we will be permitted to
undertake human clinical trials for any of our other products. Also, the results
of this testing might not demonstrate the safety or efficacy of these products.
Even if clinical trials are successful, we might not obtain regulatory approval
for any indication. Finally, even if our products proceed successfully through
clinical trials and receive regulatory approval, there is no guarantee that an
approved product can be produced in commercial quantities at reasonable cost or
that such a product will be successfully marketed.</P>

<B><P ALIGN="JUSTIFY"> WE RELY HEAVILY ON THE DEVELOPMENT AND PROTECTION OF OUR INTELLECTUAL
PROPERTY PORTFOLIO. </B></P>

<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The patent positions of pharmaceutical and biotechnology
firms, including Cell Genesys, are generally uncertain and involve complex legal
and factual questions. Cell Genesys currently has approximately 295 issued or
granted patents and more than 330 pending applications. Although we are
prosecuting patent applications, we cannot be certain whether any given
application will result in the issuance of a patent or, if any patent is issued,
whether it will provide significant proprietary protection or will be
invalidated. Also, patent applications in the United States are confidential
until patents are issued. Publication of discoveries in scientific or patent
literature tends to lag behind actual discoveries by several months.
Accordingly, we cannot be sure that we were the first creator of inventions
covered by pending patent applications or that we were the first to file patent
applications for these inventions.</P>
<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our commercial success will also depend in part on not
infringing the patents or proprietary rights of others and not breaching
licenses granted to us. We will be required to obtain licenses to certain third
party technology and genes necessary to conduct our business. Any failure to
license any technology or genes required to commercialize our technologies or
products at reasonable cost may have a material adverse effect on our business,
results of operations or financial condition. </P>
<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We may also have to engage in litigation, which could result
in substantial cost to us, to enforce our patents, or to determine the scope and
validity of other parties' proprietary rights. To determine the priority of
inventions, the United States Patent and Trademark Office frequently declares
interference proceedings. In Europe, other patents can be revoked through
opposition proceedings. Such proceedings could result in an adverse decision as
to the priority of our inventions. </P>
<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are currently involved in separate interference and/or
opposition proceedings with regard to:</P>

<UL>

<P ALIGN="JUSTIFY"><LI>gene activation technology</LI>
                   <LI><I>ex vivo</I> gene therapy</LI>
                   <LI>certain retroviral vector technology</LI>
                   <LI>chimeric receptor technology&#9;</LI></P>
</UL>

<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;While we believe our position in each proceeding is strong,
the outcome of each proceeding cannot be predicted. An adverse result could have
a material adverse effect on our intellectual property position in these areas.
We may be involved in other interference and/or opposition proceedings in the
future. We believe that there will continue to be significant litigation in the
industry regarding patent and other intellectual property rights.</P>
<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We also rely on unpatented trade secrets, know-how and
continuing technological innovation to develop and to maintain our competitive
position. Our competitors may independently develop similar or better
proprietary information and techniques and disclose them publicly. Also, there
can be no assurance that others will not gain access to our trade secrets, or
that we can meaningfully protect our rights to our unpatented trade secrets.</P>
<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We require our employees and consultants to execute a
confidentiality agreement upon the commencement of an employment or consulting
relationship with us. These agreements provide that all confidential information
developed by or made known to an individual during the course of the employment
or consulting relationship generally must be kept confidential. In the case of
employees, the agreements provide that all inventions conceived by the employee
while employed by us, relating to our business are our exclusive property. These
agreements may not provide meaningful protection for our trade secrets in the
event of unauthorized use or disclosure of such information.</P>

<B><P ALIGN="JUSTIFY"> THE FIELDS OF CANCER VACCINES AND GENE THERAPY ARE HIGHLY COMPETITIVE.
</B></P>

<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Competition in the field of gene therapy from other
biotechnology and pharmaceutical companies and from research and academic
institutions is intense and expected to increase. In many instances, we compete
with other commercial entities in acquiring products or technology from
universities. There are numerous competitors working on products to treat each
of the diseases for which we are seeking to develop therapeutic products. Some
competitors are pursuing a product development strategy competitive with ours,
particularly with respect to our cancer vaccine program. Certain of these
competitive products are in more advanced stages of product development and
clinical trials. Our competitors may develop technologies and products that are
more effective than ours, or that would render our technology and products less
competitive or obsolete.</P>
<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Many of our competitors have greater financial resources and
larger research and development staffs than we do. Some of these competitors
have significantly greater experience than we do in developing products, in
undertaking preclinical testing and human clinical trials of new pharmaceutical
products, in obtaining United States Food and Drug Administration ("FDA") and
other regulatory approvals of products, and in manufacturing and marketing such
products. Accordingly, our competitors may obtain patent protection or FDA
approval and commercialize products more rapidly than we do. There can be no
assurance that we will be able to obtain certain biological materials necessary
to support our research, development or manufacturing of any of our planned
therapies. If we are permitted to commence commercial sales of products, we will
also be competing with respect to marketing capabilities and manufacturing
efficiency, areas in which we have limited or no experience. We expect to build
additional clinical scale and commercial scale manufacturing facilities and/or
use contract facilities to commercialize our products. We also expect to secure
funding for these and other product development activities through our partners
and future potential partners. </P>
<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We expect that competition among products approved for sale
will be based, among other things, on:</P>

<UL>

<P ALIGN="JUSTIFY"><LI>product efficacy</LI>
                   <LI>price</LI>
                   <LI>safety</LI>
                   <LI>reliability</LI>
                   <LI>availability</LI>
                   <LI>patent protection</LI>
                   <LI>sales, marketing and distribution
capabilities</LI></P>
</UL>

<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our competitive positions also depend upon our ability to
attract and retain qualified personnel, obtain patent protection or otherwise
develop proprietary products or processes and secure sufficient funding for the
often lengthy period between product conception and commercial sales.</P>

<B><P ALIGN="JUSTIFY"> OUR STOCK PRICE HAS FLUCTUATED IN THE PAST AND IS LIKELY TO CONTINUE TO
BE VOLATILE IN THE FUTURE. </B></P>

<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The stock prices of biopharmaceutical and biotechnology
companies (including Cell Genesys) have historically been highly volatile. The
market has from time to time experienced significant price and volume
fluctuations that are unrelated to the operating performance of particular
companies. The following factors may affect our stock price:</P>

<UL>

<P ALIGN="JUSTIFY"><LI>fluctuations in our financial results</LI>
                   <LI>announcements of technological innovations or new
therapeutic products by us or our competitors</LI>
                   <LI>announcements of changes in governmental regulation
affecting us or our competitors</LI>
                   <LI>announcements of regulatory approval or disapproval of
our or our competitors' products</LI>
                   <LI>developments in patent or other proprietary rights
affecting us or our competitors</LI>
                   <LI>public concern as to the safety of products developed by
us or other biotechnology and pharmaceutical companies</LI>
                   <LI>general market conditions</LI>
                   <LI>fluctuations in the price of Abgenix stock</LI>
                   <LI>severe fluctuations in price and volume in the stock
market in general which are unrelated to our operating performance</LI>
                   <LI>issuance of common stock upon conversion of the Series B
preferred stock </LI>
                   <LI>future sales of such common stock or other shares of
common stock by existing stockholders</LI>
                   <LI>the perception that such issuances or sales could
occur</LI></P>
</UL>

<B><P ALIGN="JUSTIFY"> OUR BUSINESS IS SUBJECT TO EXTENSIVE REGULATION AND ANY FAILURE TO
OBTAIN REQUIRED REGULATORY APPROVALS COULD PREVENT OR DELAY THE COMMERCIALIZATION OF OUR
PRODUCTS. </B></P>

<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Regulation&nbsp;by governmental authorities in the United
States and foreign countries is important in the manufacture and marketing of
our proposed products and our research and development activities. All of our
products will require regulatory approval by governmental agencies prior to
commercialization. In particular, human therapeutic products must undergo
rigorous preclinical and clinical testing and other premarket approval
procedures by the FDA and similar authorities in foreign countries. Since our
potential products involve the application of new technologies, regulatory
approvals may take longer than for products produced using more conventional
methods. Various federal and, in some cases, state laws also govern or influence
the manufacturing, safety, labeling, storage, record keeping and marketing of
these products. The lengthy process of seeking these approvals, and the
subsequent compliance with applicable federal laws, requires significant
expenditures. Any delay or failure by us or our collaborators or licensees to
obtain regulatory approvals could hinder the marketing of our products and our
ability to receive product or royalty revenue.</P>
<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In responding to a new drug application, or a product license
application, the FDA may grant marketing approvals, request additional
information or further research, or deny the application if it determines that
the application does not satisfy its regulatory approval criteria. Approvals may
not be granted on a timely basis, if at all, or if granted may not cover all the
clinical indications for which we are seeking approval. Also, an approval might
contain significant limitations in the form of warnings, precautions or
contraindications with respect to conditions of use.</P>
<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition to laws and regulations enforced by the FDA, we
are also subject to regulation under:</P>

<UL>

<P ALIGN="JUSTIFY"><LI>Occupational Safety and Health Act</LI>
                   <LI>Environmental Protection Act</LI>
                   <LI>Toxic Substances Control Act</LI>
                   <LI>Resource Conservation and Recovery Act</LI>
                   <LI>Other present and potential future federal, state or
local laws and regulations</LI></P>
</UL>

<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our manufacturing facilities are subject to licensing
requirements of the California Department of Health Services. While not subject
to license by the FDA, these facilities are subject to inspection by the FDA as
well as by the California Department of Health Services. A separate license from
the FDA is required for commercial manufacture of any product. Failure to
maintain these licenses or to meet the inspection criteria of the FDA and the
California Department of Health Services would disrupt our manufacturing
processes and have a material adverse effect on our business, results of
operations, financial condition and cash flow. </P>
<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For marketing outside the United States, we are subject to
foreign regulatory requirements governing human clinical trials and marketing
approval for drugs and devices. The requirements governing the conduct of
clinical trials, product licensing, pricing and reimbursement vary greatly from
country to country. Failure to comply with these regulatory requirements or
obtain required approvals could impair our ability to develop these markets and
have a material adverse effect on our results of operations and financial
condition.</P>

<B><P ALIGN="JUSTIFY"> OUR PRODUCT DEVELOPMENT ACTIVITIES INVOLVE THE USE OF HAZARDOUS
MATERIALS AND WE MAY INCUR SIGNIFICANT COSTS AS A RESULT OF THE NEED TO COMPLY WITH
ENVIRONMENTAL LAWS. </B></P>

<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our research and development activities involve the
controlled use of hazardous materials, chemicals, viruses and radioactive
compounds. We are subject to federal, state and local laws and regulations
governing the use, manufacture, storage, handling and disposal of these
materials and waste products. Although we believe that our safety procedures for
handling and disposing of these materials comply with the standards prescribed
by applicable laws and regulations, we cannot completely eliminate the risk of
accidental contamination or injury from these materials. In the event of an
accident, we could be held liable for any damages that result, and any resulting
liability could exceed our resources. We may also be required to incur
significant costs to comply with environmental laws and regulations in the
future. </P>

<B><P ALIGN="JUSTIFY"> WE EXPECT TO DEPEND ON OUR STRATEGIC PARTNERS FOR THE SALES, MARKETING
AND DISTRIBUTION OF OUR FUTURE PRODUCTS. </B></P>

<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have no experience in sales, marketing or distribution of
biopharmaceutical products. We expect to rely on sales and marketing expertise
of potential corporate partners for our initial products. The decision to market
future products directly or through corporate partners will be based on a number
of factors, including:</P>

<UL>

<P ALIGN="JUSTIFY"><LI>market size and concentration</LI>
                   <LI>size and expertise of the partner's sales force in a
particular market</LI>
                   <LI>our overall strategic objectives</LI></P>
</UL>

<B><P ALIGN="JUSTIFY"> WE MAY IN THE FUTURE BE EXPOSED TO PRODUCT LIABILITY CLAIMS AND MAY BE
UNABLE TO OBTAIN SUFFICIENT INSURANCE COVERAGE. </B></P>

<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Clinical trials or marketing of any of our potential products
may expose us to liability claims resulting from the use of our products. These
claims might be made by consumers, health care providers or by others selling
our products. We currently maintain product liability insurance with respect to
each of our clinical trials. There can be no assurance that we will be able to
maintain insurance or that sufficient coverage can be acquired at a reasonable
cost. An inability to maintain insurance at an acceptable cost, or at all, could
prevent or inhibit the clinical testing or commercialization of our products or
otherwise affect our financial condition. A product liability claim or recall
could have a material adverse effect on our business, results of operations,
financial condition and cash flow.</P>

<B><P ALIGN="JUSTIFY"> SALES OF OUR FUTURE PRODUCTS WILL BE INFLUENCED BY THE WILLINGNESS OF
THIRD-PARTY PAYORS TO PROVIDE REIMBURSEMENT. </B></P>

<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In both domestic and foreign markets, sales of our potential
products will depend in part upon coverage and reimbursement from third-party
payors, including:</P>

<UL>

<P ALIGN="JUSTIFY"><LI>government agencies</LI>
                   <LI>private health care insurers and other health care payors
such as health maintenance organizations</LI>
                   <LI>self-insured employee plans</LI>
                   <LI>Blue Cross/Blue Shield and similar plans</LI></P>
</UL>

<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;There is considerable pressure to reduce the cost of
biotechnology and pharmaceutical products. In particular, reimbursement from
government agencies, insurers and large health organizations may become more
restricted in the future. Our potential products represent a new mode of therapy
and, while the cost-benefit ratio of the products may be favorable, we expect
that the costs associated with our products will be substantial. There can be no
assurance that our proposed products, if successfully developed, will be
considered cost-effective by third-party payors. Insurance coverage might not be
provided by third-party payors at all or without substantial delay. Even if such
coverage is provided, the approved reimbursement might not provide sufficient
funds to enable us to become profitable.</P>

<B><P ALIGN="JUSTIFY"> THE PRICING OF OUR FUTURE PRODUCTS MAY BE INFLUENCED IN PART BY
GOVERNMENT CONTROLS. </B></P>

<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The continuing efforts of governmental and third-party payors
to contain or reduce the costs of healthcare may impair future revenues and
profitability of biotechnology companies. For example, in certain foreign
markets, pricing or profitability of prescription pharmaceuticals is subject to
government control. In the United States, there have been, and we expect that
there will continue to be, a number of federal and state proposals to implement
similar government control. While we cannot predict whether the government will
adopt any such legislative or regulatory proposals, the announcement or adoption
of these proposals could have a material adverse effect on our business, results
of operations, financial condition and cash flow.</P>

<B><P ALIGN="JUSTIFY"> WE DEPEND ON OUR KEY TECHNICAL AND MANAGEMENT PERSONNEL AND
COLLABORATIVE PARTNERS TO ADVANCE OUR TECHNOLOGY, AND THE LOSS OF THESE PERSONNEL OR PARTNERS
COULD IMPAIR THE DEVELOPMENT OF OUR PRODUCTS. </B></P>

<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We rely and will continue to rely on our key management and
scientific staff. The loss of key personnel or the failure to recruit necessary
additional qualified personnel could have a material adverse effect on our
business and results of operations. There is intense competition from other
companies, research and academic institutions and other organizations for
qualified personnel. There is no assurance that we will be able to continue to
attract and retain the qualified personnel necessary for the development of our
business. We will need to continue to recruit experts in the areas of clinical
testing, manufacturing, marketing and distribution and develop additional
expertise in our existing personnel. If we do not succeed in recruiting such
personnel or developing such expertise, our business could suffer significantly.
</P>
<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have clinical trial agreements with a number of public and
private medical institutions relating to the conduct of human clinical trials
for our GVAX<SUP>&reg;</SUP> cancer vaccine programs. The early termination of
any of these clinical trial agreements would hinder the progress of our clinical
trials including trials of our GVAX<SUP>&reg;</SUP> cancer vaccines. If any of
these relationships are terminated, the clinical trials might not be completed
and the results might not be evaluated.</P>

<UL>

<P ALIGN="JUSTIFY"><LI>University of California, San Francisco</LI>
                   <LI>Dana-Farber Partners Cancer Care</LI>
                   <LI>The Johns Hopkins Medical Institutions</LI>
                   <LI>US Oncology, Inc.</LI>
                   <LI>University of Tokyo, IMSUT</LI>
                   <LI>Providence Portland Medical Center</LI>
                   <LI>AmericasDoctor.com, Inc.</LI>
                   <LI>Emory University</LI>
                   <LI>University of Michigan</LI>
                   <LI>University of Pennsylvania</LI>
                   <LI>Stanford University</LI></P>
</UL>

<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We rely on the continued availability of outside scientific
collaborators performing research. These relationships generally may be
terminated at any time by the collaborator, typically by giving 30 days notice.
These scientific collaborators are not our employees. As a result, we have
limited control over their activities and can expect that only limited amounts
of their time will be dedicated to our activities. Our agreements with these
collaborators, as well as those with our scientific consultants, provide that
any rights we obtain as a result of their research efforts will be subject to
the rights of the research institutions in such work. In addition, some of these
collaborators have consulting or other advisory arrangements with other entities
that may potentially conflict with their obligations to us. For these reasons,
there can be no assurance that inventions or processes discovered by our
scientific collaborators or consultants will become our property.</P>

<B><P ALIGN="JUSTIFY"> CELL GENESYS STOCKHOLDERS MAY BE DILUTED BY THE EXERCISE OF OUTSTANDING
STOCK OPTIONS, THE CONVERSION OF OUTSTANDING SERIES B REDEEMABLE CONVERTIBLE PREFERRED STOCK,
OR OTHER ISSUANCES OF OUR COMMON STOCK. </B></P>

<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Substantially all the outstanding shares of Cell Genesys
common stock are eligible for sale in the public market. Conversion of the
Series B preferred stock or exercise of outstanding stock options would result
in issuance of additional shares of common stock, diluting existing investors.
The number of shares of common stock issued, and therefore the dilution of
existing investors, would increase as a result of either (i)&nbsp;an event
triggering the antidilution rights of any outstanding shares of Series B
preferred stock, or (ii)&nbsp;a decline in the market price of the Company's
common stock immediately prior to conversion of the Series B preferred
stock.</P>
<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The holders of the Series B preferred stock may choose at any
time to convert their shares into common stock. In that event, the number of
shares of common stock issued would be based on the lower of:</P>

<UL>

<P ALIGN="JUSTIFY"><LI>a fixed conversion price of $11.02 per share for the 694
remaining shares from the original issue of $20&nbsp;million face value
preferred stock, and $14.53 per share for the 875 shares issued
January&nbsp;2000 from call options or,</LI>
                   <LI>the average of certain trading prices during the 10
trading days preceding such date of conversion (the "Floating Conversion
Price"). </LI></P>
</UL>

<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As of June&nbsp;30, 2001, the market price of Cell Genesys
common stock traded above the two fixed conversion price of $11.02 and $14.53.
Consequently, the conversion rate for the shares is based on the fixed
conversion price. As the market price declines below the fixed conversion rate,
the greater the decline in the market price, the greater the number of shares
issuable upon conversion of the Series B preferred stock.</P>
<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Following the issuance of the new preferred shares in 2000,
no further call options remain outstanding.</P>

<B><P ALIGN="JUSTIFY"> OUR OPERATIONS ARE VULNERABLE TO INTERRUPTION OF FIRE, EARTHQUAKE, POWER
LOSS, TELECOMMUNICATIONS FAILURE AND OTHER EVENTS BEYOND OUR CONTROL. </P></B>

<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We do not have a detailed disaster recovery plan. Our
facilities in the State of California are currently subject to electrical
blackouts as a consequence of a shortage of available electrical power. In the
event these blackouts continue to increase in severity, they could disrupt the
operations of our affected facilities. In addition, we do not carry sufficient
business interruption insurance to compensate us for losses that may occur and
any losses or damages incurred by us could have a material adverse effect on our
business.</P>

<B><P ALIGN="JUSTIFY"> OUR STOCK PRICE IS GREATLY INFLUENCED BY THE MARKET PRICE OF ABGENIX
STOCK, WHICH HAS BEEN HIGHLY VOLATILE. </P></B>

<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our retained ownership of approximately 9.0&nbsp;million
Abgenix shares represents a very material portion of the total assets on our
balance sheet. Abgenix stock prices have proven to be highly volatile. Movements
in the price of Abgenix stock, up or down, exert strong corresponding influences
on the market price of our stock.</P>

<B><P ALIGN="JUSTIFY"> OUR BUSINESS COULD SUFFER AS A RESULT OF OUR STRATEGIC ACQUISITIONS AND
INVESTMENTS.</B></P>

<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In August 2001, we acquired Calydon, Inc., a private
biotechnology company focused on developing therapeutic products for cancer. We
may not be able to effectively integrate this company, intellectual property, or
personnel, and our attempts to do so will place an additional burden on our
management and infrastructure. This acquisitions will subject us to a number of
risks, including:</P>

<UL>

<P ALIGN="JUSTIFY"><LI>the loss of key personnel, customers and business
relationships;</LI>
                   <LI>difficulties associated with assimilating and integrating
the new personnel and operations of the acquired company;</LI>
                   <LI>the potential disruption of our ongoing
business;</LI>
                   <LI>the expense associated with maintenance of uniform
standards, controls, procedures, employees and clients;</LI>
                   <LI>the diversion of resources from the development of our
own proprietary technology; and</LI>
                   <LI>our inability to generate revenue from new technology
sufficient to offset associated acquisition and maintenance costs.</LI></P>
</UL>

<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;There can be no assurance that we will be successful in
overcoming these risks or any other problems encountered in connection with our
acquisition.</P>

<B><P ALIGN="JUSTIFY"> WE MAY ENGAGE IN FUTURE ACQUISITIONS OR INVESTMENTS THAT COULD DILUTE
OUR EXISTING STOCKHOLDERS, OR CAUSE US TO INCUR CONTINGENT LIABILITIES, DEBT OR SIGNIFICANT
EXPENSE. </B></P>

<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;From time to time, in the ordinary course of business, we
may evaluate potential acquisitions of, or investments in related businesses,
products or technologies. Future acquisitions could result in the issuance of
dilutive equity securities, the incurrence of debt or contingent liabilities.
There can be no assurance that any strategic acquisition or investment will
succeed. Any future acquisition or investment could harm our business, financial
condition and results of operations.</P>



<A NAME="use"></A>
<B> <P ALIGN="CENTER">USE OF PROCEEDS</P>
</B><P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We will not receive any proceeds from the sale of the
common stock by the Selling Stockholders. All net proceeds from the sale of the
common stock covered by this prospectus will go to the Selling Stockholders who
offer and sell their shares. See "Selling Stockholders" and "Plan of
Distribution" described below.</P>


<A NAME="selling"></A>
<B><P ALIGN="CENTER">SELLING STOCKHOLDERS</P>
</B><P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following table sets forth the number of shares owned
by each of the Selling Stockholders as of October 12, 2001. None of the Selling
Stockholders has had a material relationship with us within the past three years
other than as described below or as a result of the ownership of the shares or
other securities of Cell Genesys. No estimate can be given as to the amount of
shares that will be held by the Selling Stockholders after completion of this
offering because the Selling Stockholders may offer all or some of the shares
and because there currently are no agreements, arrangements or understandings
with respect to the sale of any of the shares. The shares offered by this
prospectus may be offered from time to time by the Selling Stockholder named
below.</P>

<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=660>
<TR><TD WIDTH="40%" VALIGN="BOTTOM">
<P ALIGN="CENTER"><B><FONT SIZE=2><U>Name of Selling Stockholder</U></B></FONT></TD>
<TD WIDTH="20%" VALIGN="BOTTOM">
<B><FONT SIZE=2><P ALIGN="CENTER">Shares Beneficially  <U>Owned(1)</U></B></FONT></TD>
<TD WIDTH="20%" VALIGN="BOTTOM">
<B><FONT SIZE=2><P ALIGN="CENTER"><U>Percentage</U></B></FONT></TD>
<TD WIDTH="20%" VALIGN="BOTTOM">
<B><FONT SIZE=2><P ALIGN="CENTER">Number of Shares Which May Be Sold Pursuant to
This <U>Prospectus(2)</U></B></FONT></TD>
</TR>
<TR><TD WIDTH="40%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="JUSTIFY">Daniel R. Henderson (3)
</FONT></TD>
<TD WIDTH="20%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">&#9;&#9;36,838</FONT></TD>
<TD WIDTH="20%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">*</FONT></TD>
<TD WIDTH="20%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">&#9;&#9;31,126 </FONT></TD>
</TR>
<TR><TD WIDTH="40%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="JUSTIFY">De Chao Yu (4)</FONT></TD>
<TD WIDTH="20%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">&#9;&#9;15,563</FONT></TD>
<TD WIDTH="20%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">*</FONT></TD>
<TD WIDTH="20%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">&#9;&#9;15,563</FONT></TD>
</TR>
<TR><TD WIDTH="40%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="JUSTIFY">Rukmini Pennathur-Das</FONT></TD>
<TD WIDTH="20%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">&#9;&#9;&nbsp;5,187</FONT></TD>
<TD WIDTH="20%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">*</FONT></TD>
<TD WIDTH="20%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">&#9;&#9;&nbsp;5,187</FONT></TD>
</TR>
<TR><TD WIDTH="40%" VALIGN="BOTTOM">
<B><FONT SIZE=2><P ALIGN="JUSTIFY">TOTAL
</B></FONT></TD>
<TD WIDTH="20%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">&#9;<U>&#9;57,588</U></FONT></TD>
<TD WIDTH="20%" VALIGN="BOTTOM">
<P>&nbsp;</TD>
<TD WIDTH="20%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER"">&#9;<U>&#9;51,876</U></FONT></TD>
</TR>
</TABLE>

<P>________________</P>

<FONT SIZE=1><P ALIGN="JUSTIFY">*&#9;Less than 1% of our outstanding common
stock.<br>
(1) The number and percentage of shares beneficially owned is
determined in accordance with Rule 13d-3 of the Exchange Act, and the
information is not necessarily indicative of beneficial ownership for any other
purpose. Under such rule, beneficial ownership includes any shares as to which
the individual has sole or shared voting power or investment power and also any
shares which the individual has the right to acquire within 60 days of the date
of this Prospectus through the exercise of any stock option or other right.
Unless otherwise indicated in the footnotes, each person has sole voting and
investment power (or shares such powers with his or her spouse) with respect to
the shares shown as beneficially owned.<br>
(2) This registration statement also shall cover any
additional shares of common stock that become issuable in connection with the
shares registered for sale hereby by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the receipt of
consideration that results in an increase in the number of our outstanding
shares of common stock.<br>
(3) Daniel Henderson performs certain consulting services for the Company.<br>
(4) Mr. Yu is a non-executive officer employee of the Company.</P>


<A NAME="plan"></A>
</FONT><B>
<P ALIGN="CENTER">PLAN OF DISTRIBUTION</P>
</B><P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are registering all 51,876 shares of common stock (the
"Shares") on behalf of the Selling Stockholders. As used in this prospectus,
"Selling Stockholders" includes the pledgees, donees, transferees or other
successors in interest that receive such shares as a gift, partnership
distribution or other non-sale related transfer. The Shares may be offered and
sold from time to time by the Selling Stockholders. The Selling Stockholders
will act independently of Cell Genesys in making decisions with respect to the
timing, manner and size of each sale.</P>
<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Selling Stockholders may sell the Shares in the over-the-counter
market or otherwise, at (1) market prices prevailing at the time of
sale, (2) prices related to the prevailing market prices or (3) negotiated
prices. The Selling Stockholders may sell some or all of their Shares
through:</P>

<UL>

<P ALIGN="JUSTIFY"><LI>a block trade in which a broker-dealer may resell a
portion of the block, as principal, in order to facilitate the
transaction;</LI>
                   <LI>purchases by a broker-dealer as principal and resale by
such broker-dealer for its own account;</LI>
                   <LI>an over-the-counter distribution in accordance with the
rules of the Nasdaq National Market;</LI>
                   <LI>ordinary brokerage transactions and transactions in which
the broker solicits purchasers; or</LI>
                   <LI>in privately negotiated transactions.</LI></P>
</UL>

<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To the extent required, this prospectus may be amended and
supplemented from time to time to describe a specific plan of distribution.</P>
<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In connection with the distribution of the Shares, the
Selling Stockholders may also enter into hedging transactions with broker-dealers or
other financial institutions. In connection with such transactions,
broker-dealers or other financial institutions may engage in short sales of our
common stock in the course of hedging the positions they assume with the Selling
Stockholders. The Selling Stockholders may also:</P>

<UL>

<P ALIGN="JUSTIFY"><LI>sell our common stock short and redeliver the Shares to
close out such short positions;</LI>
                   <LI>enter into option or other types of transactions that
require the Selling Stockholder to deliver the Shares to a broker-dealer, who
will then resell or transfer the Shares pursuant to this prospectus (as
supplemented or amended to reflect such transaction); or</LI>
                   <LI>loan or pledge the Shares to a broker-dealer, who may
sell the loaned shares or, in the event of default, sell the pledged shares
pursuant to this prospectus (as supplemented or amended to reflect such
transaction).</LI></P>
</UL>

<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, any Shares that qualify for sale pursuant to
Rule 144 may be sold under Rule 144 rather than pursuant to this prospectus.</P>
<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Selling Stockholders may negotiate and pay broker-dealers
commissions, discounts or concessions for their services. Broker-dealers engaged
by the Selling Stockholders may allow other broker-dealers to participate in
resales. However, the Selling Stockholders and any broker-dealers involved in
the sale or resale of the Shares may qualify as "underwriters" within the
meaning of Section 2(11) of the Securities Act. In addition, the broker-dealers'
commissions, discounts or concessions may qualify as underwriters' compensation
under the Securities Act. If the Selling Stockholders qualify as "underwriters,"
they will be subject to the prospectus delivery requirements of Section 153 of
the Act, which may include delivery through the facilities of the NASD. We will
pay all expenses incident to the offering and sale of the Shares to the public
other than any commissions and discounts of underwriters, dealers or agents and
any transfer taxes.</P>
<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In order to comply with the securities laws of certain
states, if applicable, the Shares must be sold in such jurisdictions only
through registered or licensed brokers or dealers. In addition, in certain
states the Shares may not be sold unless they have been registered or qualified
for sale in the applicable state or an exemption from the registration or
qualification requirement is available and is complied with.</P>
<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have advised the Selling Stockholders that the anti-manipulation
rules of Regulation M under the Exchange Act may apply to sales of
Shares in the market and to the activities of the Selling Stockholders and their
affiliates. In addition, we will make copies of this prospectus available to the
Selling Stockholders, and we have informed them of the need for delivery of
copies of this prospectus to purchasers at or prior to the time of any sale of
the Shares offered hereby. The Selling Stockholders may indemnify any broker-dealer that
participates in transactions involving the sale of the shares
against certain liabilities, including liabilities arising under the Securities
Act.</P>
<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;At the time a particular offer of Shares is made, if
required, a Prospectus Supplement will be distributed that will set forth the
number of Shares being offered and the terms of the offering, including the name
of any underwriter, dealer or agent, the purchase price paid by any underwriter,
any discount, commission and other item constituting compensation, any discount,
commission or concession allowed or reallowed or paid to any dealer, and the
proposed selling price to the public. </P>
<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The sale of Shares by the Selling Stockholders is subject to
compliance by the Selling Stockholders with certain contractual restrictions
they have with us. There can be no assurance that the Selling Stockholders will
sell all or any of the Shares. </P>
<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have agreed to indemnify the Selling Stockholders against
certain liabilities, including liabilities under the Securities Act. In return,
these Selling Stockholders have agreed to indemnify us and certain related
persons against certain liabilities, including liabilities under the Securities
Act.</P>
<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
We have agreed with the Selling Stockholders to keep the Registration Statement, of which this
prospectus constitutes a part, effective for up to one year following September 4, 2001, the
effective time of our acquisition of the outstanding capital stock of Calydon, Inc. (which
period may be shortened or extended under certain circumstances).
We intend to de-register any of the Shares not sold by the Selling Stockholders at the end of
such period; however, it is anticipated that at such time any unsold shares may be freely
tradable subject to compliance with Rule 144 of the Securities Act.



<A NAME="legal"></A>
<B><P ALIGN="CENTER">LEGAL MATTERS</P>
</B><P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The validity of the shares of common stock offered by this prospectus will be passed upon by
Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California.  As of the
date of this prospectus, individual attorneys and an investment partnership affiliated with
Wilson Sonsini Goodrich & Rosati beneficially own an aggregate of 565 shares of our common
stock. </P>


<A NAME="expert"></A>
<B><P ALIGN="CENTER">EXPERTS</P>
</B><P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The consolidated financial statements of Cell Genesys, Inc. as of December 31, 2000 and for
each of the three years in the period ended December 31, 2000 included in Cell Genesys, Inc.'s
Annual Report (Form 10-K) for the year ended December 31, 2000, have been audited by Ernst &
Young LLP, independent auditors, as indicated in their report with respect thereto, and are
incorporated herein in reliance upon the authority of such firm as experts in accounting and
auditing. </P>

<br>
<br>
<br>
<HR width="85%">
<br>
<br>
<br>

<B><P ALIGN="CENTER">PART II</P>
<P ALIGN="CENTER">INFORMATION NOT REQUIRED IN PROSPECTUS</P>
<P>Item 3. Incorporation of Documents by Reference.</P>
</B><P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;There are hereby incorporated by reference in this
Registration Statement the following documents and information previously filed
with the Securities and Exchange Commission (the "<I>Commission</I>"):</P>

<UL>

<P ALIGN="JUSTIFY"><LI>Our Annual Report on Form 10-K for the fiscal year ended
December&nbsp;31, 2000 filed pursuant to Section&nbsp;13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "<I>Exchange
Act</I>").</LI>
<P ALIGN="JUSTIFY"><LI>Our Quarterly Report on Form 10-Q for the fiscal quarter
ended March&nbsp;31, 2001, filed pursuant to section 13(a) of the Exchange Act.
</LI>
<P ALIGN="JUSTIFY"><LI>Our Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 2000, filed pursuant to Section 13(a) or 15(d) of the Exchange
Act.</LI>
<P ALIGN="JUSTIFY"><LI>Our Current Report on Form 8-K dated September 14, 2001,
filed pursuant to Section 13(a) or 15(d) of the Exchange Act. </LI>
<P ALIGN="JUSTIFY"><LI>The description of our common stock contained in our
Registration Statement on Form 8-A filed on March&nbsp;24, 1992 and pursuant to
Section&nbsp;12 (g) of the Exchange Act.</LI>
<P ALIGN="JUSTIFY"><LI>The description of our Preferred Shares Rights Agreement
contained in our Registration Statement on Form 8-A filed on August 8, 1995
pursuant to Section 12(g) of the Exchange Act.</LI></P>
</UL>

<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All documents filed by us pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the filing of this Registration
Statement, and prior to the filing of a post-effective amendment that indicates
that all securities offered have been sold or that deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in the
Registration Statement and to be part hereof from the date of filing such
documents.</P>
<B><P ALIGN="JUSTIFY">Item 4. Description of Securities.</P>
</B><P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.</P>
<B><P ALIGN="JUSTIFY">Item 5. Interests of Named Experts and Counsel.</P>
</B><P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The validity of the securities being registered by this
Registration Statement are being passed upon for Registrant by Wilson Sonsini
Goodrich &amp; Rosati, Professional Corporation, Palo Alto, California.</P>
<B><P>Item 6. Indemnification of Directors and Officers</P>
</B><P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;145 of the Delaware General Corporation Law
authorizes a court to award or a corporation's Board of Directors to grant
indemnification to directors and officers in terms sufficiently broad to permit
such indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933
(the "Securities Act"), as amended. The Company has included in its Certificate
of Incorporation a provision that to the fullest extent permitted by Delaware
law, the Company's directors will not be liable for monetary damages for breach
of the directors' fiduciary duty of care to the Company and its stockholders. In
addition, the Company's Bylaws provide that the Company is required to indemnify
its officers and directors to the fullest extent permitted by Delaware law,
including those circumstances in which indemnification would otherwise be
discretionary, and that the Company is required to advance expenses to its
officers and directors as incurred. Further, the Company intends to enter into
indemnification agreements with its officers and directors, providing such
individuals indemnification to the maximum extent permitted by the Delaware
General Corporation Law.</P>
<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the Delaware General Corporation Law, the foregoing
Bylaw provision or any Indemnification Agreement, the Company has been informed
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.</P>
<B><P>Item 7. Exemption from Registration Claimed</P>
</B><P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The 51,876 shares of Common Stock to be resold by the
Selling Stockholders pursuant to the Prospectus prepared in accordance with Form
S-3 were issued by the Company to the Selling Stockholders pursuant to an
exemption from registration under the Securities Act of 1933, as amended, by
virtue of Section 4(2) thereof. The Selling Stockholders represented their
Representative intention to acquire the securities for investment only and not
with a view to the distribution thereof. </P>


<B><P>Item 8. Exhibits</P></B>
<P ALIGN="CENTER"><CENTER><TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=517>
<TR><TD WIDTH="11%" VALIGN="BOTTOM">
<P ALIGN="CENTER"><B><FONT SIZE=2>Exhibit<BR>
<U>Number</U></B></FONT></TD>
<TD WIDTH="89%" VALIGN="BOTTOM">
<B><FONT SIZE=2><P ALIGN="CENTER"><U>Description of Document</U></B></FONT></TD>
</TR>

<TR><TD WIDTH="11%" VALIGN="TOP"><FONT SIZE=2>
<P ALIGN="JUSTIFY">4.1<br>
                   5.1<br>
                    &nbsp;<br>
                   23.1<br>
                   23.2<br>
                    &nbsp;<br>
                   24.1<br>
                    &nbsp;</TD>
<TD WIDTH="89%" VALIGN="TOP"><FONT SIZE=2>
<P>Calydon, Inc. Management Incentive and Retention Plan, as amended.<br>
                   Opinion of Wilson Sonsini Goodrich &amp; Rosati, Professional
Corporation regarding the legality of the securities being registered.<br>
                   Consent of Ernst &amp; Young LLP, Independent Auditors.<br>
                   Consent of Wilson Sonsini Goodrich &amp; Rosati, Professional
Corporation (included in Exhibit 5.1).<br>
                   Power of Attorney (which is included on page II-5
herein).</TD>
</TR>
</TABLE>
</CENTER></P>

<B><P ALIGN="CENTER">&nbsp;</P>
<P>Item 9. Undertakings</P>
</B><P ALIGN="JUSTIFY">The undersigned registrant hereby undertakes:</P>
<DIR>
<DIR>

<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&#9;To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement:</P>
<DIR>
<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&#9;To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933.</P>
<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&#9;To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.</P>
<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&#9;To include any material information with respect to
the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement.</P>
</DIR>
</DIR>
</DIR>

<I><P ALIGN="JUSTIFY">Provided</I>, <I>however</I>, that paragraphs (a)(1)(i)
and (a)(1)(ii) do not apply the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the registrant pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.</P>
<DIR>
<DIR>

<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&#9;That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.</P>
<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&#9;To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.</P>
</DIR>
</DIR>

<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934, (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.</P>
<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.</P>

<br>
<br>
<br>
<HR width="85%">
<br>
<br>
<br>

<B> <P ALIGN="CENTER">SIGNATURES</P>
</B><P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of
1933 the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form&nbsp;S-8/S-3 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Foster City, California, on October
15, 2001.</P>

<P>
<TABLE border=0 cellPadding=0 cellSpacing=0 width="100%">
  <TR>
    <TD width="55%"></TD>
    <TD width="45%"></TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD align=left><FONT SIZE=3>
<B><P ALIGN="JUSTIFY">CELL GENESYS, INC.</P>
</B><P ALIGN="JUSTIFY">By: <U>/s/ Matthew J. Pfeffer&nbsp;&nbsp;&#9;</U><br>
                       &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Matthew J. Pfeffer<br>
                   &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Vice President and Chief Financial Officer<br>
                   &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(Principal Accounting Officer)</P>
</TD></TR></TABLE>
</P>

<B><P ALIGN="CENTER">POWER OF ATTORNEY</P>
</B><P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;KNOW ALL PERSONS BY THESE PRESENTS, that each of the
undersigned hereby constitutes and appoints Stephen&nbsp;A. Sherwin, M.D. and
Matthew&nbsp;J. Pfeffer, jointly and severally, as his or her true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for him or her and on his or her behalf to sign, execute and
file this Registration Statement and any or all amendments (including, without
limitation, post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto and any and all documents required to
be filed with respect therewith, with the Securities and Exchange Commission or
any regulatory authority, granting unto such attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith and about the premises in order to
effectuate the same as fully to all intents and purposes as he or she might or
could do if personally present, hereby ratifying and confirming all that such
attorneys-in-fact and agents, or his or her substitute or substitutes, may
lawfully do or cause to be done.</P>
<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated:</P>

<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=661>
<TR><TD WIDTH="39%" VALIGN="BOTTOM">
<P ALIGN="CENTER"><B><U>Signature</U></B></TD>
<TD WIDTH="37%" VALIGN="BOTTOM">
<B><P ALIGN="CENTER"><U>Title</U></B></TD>
<TD WIDTH="24%" VALIGN="BOTTOM">
<B><P ALIGN="CENTER"><U>Date</U></B></TD>
</TR>
<TR><TD WIDTH="39%" VALIGN="TOP">
<U><P>/s/ STEPHEN A. SHERWIN, M.D.&#9;<BR>
</U>Stephen A. Sherwin, M.D.</TD>
<TD WIDTH="37%" VALIGN="TOP">
<P>Chairman of the Board and Chief Executive Officer <br>
(<I>Principal Executive Officer</I>)</TD>
<TD WIDTH="24%" VALIGN="TOP">
<P ALIGN="CENTER">October&nbsp;15, 2001</TD>
</TR>
<TR><TD WIDTH="39%" VALIGN="TOP">
<U><P>/s/ MATTHEW J. PFEFFER&#9;<br>
</U>Matthew J. Pfeffer</TD>
<TD WIDTH="37%" VALIGN="TOP">
<P>Vice President and Chief Financial Officer (<I>Principal
Financial and Accounting Officer</I>)</TD>
<TD WIDTH="24%" VALIGN="TOP">
<P ALIGN="CENTER">October&nbsp;15, 2001</TD>
</TR>
<TR><TD WIDTH="39%" VALIGN="TOP">
<U><P>/s/ DAVID W. CARTER&#9;<BR>
</U>David W. Carter</TD>
<TD WIDTH="37%" VALIGN="TOP">
<P ALIGN="JUSTIFY">Director</TD>
<TD WIDTH="24%" VALIGN="TOP">
<P ALIGN="CENTER">October&nbsp;15, 2001</TD>
</TR>
<TR><TD WIDTH="39%" VALIGN="TOP">
<U><P>/s/ NANCY M. CROWELL&#9;<BR>
</U>Nancy M. Crowell</TD>
<TD WIDTH="37%" VALIGN="TOP">
<P ALIGN="JUSTIFY">Director</TD>
<TD WIDTH="24%" VALIGN="TOP">
<P ALIGN="CENTER">October&nbsp;15, 2001</TD>
</TR>
<TR><TD WIDTH="39%" VALIGN="TOP">
<U><P>/s/ JAMES M. GOWER&#9;&#9;<BR>
</U>James M. Gower</TD>
<TD WIDTH="37%" VALIGN="TOP">
<P ALIGN="JUSTIFY">Director</TD>
<TD WIDTH="24%" VALIGN="TOP">
<P ALIGN="CENTER">October&nbsp;15, 2001</TD>
</TR>
<TR><TD WIDTH="39%" VALIGN="TOP">
<U><P>/s/ JOHN T. POTTS, JR., M.D.&#9;<BR>
</U>John T. Potts, Jr., M.D.</TD>
<TD WIDTH="37%" VALIGN="TOP">
<P ALIGN="JUSTIFY">Director</TD>
<TD WIDTH="24%" VALIGN="TOP">
<P ALIGN="CENTER">October&nbsp;15, 2001</TD>
</TR>
<TR><TD WIDTH="39%" VALIGN="TOP">
<U><P>/s/ THOMAS E. SHENK, PH.D.&#9;<BR>
</U>Thomas E. Shenk, Ph.D. </TD>
<TD WIDTH="37%" VALIGN="TOP">
<P ALIGN="JUSTIFY">Director</TD>
<TD WIDTH="24%" VALIGN="TOP">
<P ALIGN="CENTER">October&nbsp;15, 2001</TD>
</TR>
<TR><TD WIDTH="39%" VALIGN="TOP">
<U><P>/s/ EUGENE L. STEP&#9;<BR>
</U>Eugene L. Step</TD>
<TD WIDTH="37%" VALIGN="TOP">
<P ALIGN="JUSTIFY">Director</TD>
<TD WIDTH="24%" VALIGN="TOP">
<P ALIGN="CENTER">October&nbsp;15, 2001</TD>
</TR>
<TR><TD WIDTH="39%" VALIGN="TOP">
<U><P>/s/ INDER&nbsp;M. VERMA, PH.D.&#9;<BR>
</U>Inder&nbsp;M. Verma, Ph.D.</TD>
<TD WIDTH="37%" VALIGN="TOP">
<P ALIGN="JUSTIFY">Director</TD>
<TD WIDTH="24%" VALIGN="TOP">
<P ALIGN="CENTER">October&nbsp;15, 2001</TD>
</TR>
</TABLE>

<br>
<br>
<br>
<HR width="85%">
<br>
<br>
<br>


<B><P ALIGN="CENTER">EXHIBIT INDEX</P></B>

<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=673>
<TR><TD WIDTH="11%" VALIGN="TOP">
<P ALIGN="CENTER"><B>Exhibit<BR>
<U>Number</U></B></TD>
<TD WIDTH="89%" VALIGN="BOTTOM">
<B><P ALIGN="CENTER"><U>Description of Document</U></B></TD>
</TR>
<TR><TD WIDTH="11%" VALIGN="TOP">
<P ALIGN="JUSTIFY">4.1<br>
                   5.1<br>
                    &nbsp;<br>
                   23.1<br>
                   23.2<br>
                    &nbsp;<br>
                   24.1<br>
                    &nbsp;</TD>
<TD WIDTH="89%" VALIGN="TOP">
<P>Calydon, Inc. Management Incentive and Retention Plan, as amended.<br>
                   Opinion of Wilson Sonsini Goodrich &amp; Rosati, Professional
Corporation regarding the legality of the securities being registered.<br>
                   Consent of Ernst &amp; Young LLP, Independent Auditors.<br>
                   Consent of Wilson Sonsini Goodrich &amp; Rosati, Professional
Corporation (included in Exhibit 5.1).<br>
                   Power of Attorney (which is included on page II-5
herein).</TD>
</TR>
</TABLE>

<br>
<br>
<br>
<HR width="85%">
<br>
<br>
<br>

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101501 S8S3 DOC
As filed with the Securities and
Exchange Commission on October 15, 2001
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
FORM S-8/S-3
REGISTRATION STATEMENT
(Including registration of shares for resale by means of a Form S-3 Prospectus)
Under
The Securities Act of 1933
__________________________
CELL GENESYS, INC.
(Exact name of Registrant as specified in its charter)
__________________________
Delaware
94-3061375
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification Number)
342 Lakeside Drive
Foster City, California   94404
(650) 425-4400
(Address, including zip code, and telephone  number,
including area code, of Registrant's principal executive offices)
__________________________
Calydon, Inc. Management Incentive and Retention Plan, as
amended
(Full Title of Plan)
__________________________
Matthew J. Pfeffer
Chief Financial Officer
Cell Genesys, Inc.
342 Lakeside Drive
Foster City, California   94404
(650) 425-4400
(Name, address, including zip code, and telephone number,
                  including area code, of agent for service)
__________________________
Copies to:
Herbert P. Fockler, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA    94304
(650) 493-9300
__________________________
CALCULATION OF REGISTRATION
FEE
Title of Each Class of Securities to be Registered
Amount to be Registered(1)
Proposed Maximum Offering Price Per
Share(2)
Proposed Maximum Aggregate Offering
Price
Amount Of Registration  Fee
Common Stock, par value $0.001, issued under the
Calydon, Inc. Management Incentive and Retention Plan, as amended
51,876 shares
$15.84
$821,715.85
$205.43
(1)      Pursuant to the Agreement and Plan
of  Reorganization dated as of August 1, 2001 by and among Cell Genesys, Inc. (the
"Registrant"), Satellite Acquisition Corporation, Calydon, Inc., and with respect
to Articles VII, VIII and IX only Kenneth Socha as Shareholder Representative
and Chase Manhattan Bank and Trust Company, N.A. as Escrow Agent, the Registrant
assumed the obligations of Calydon, Inc. pursuant to the Calydon, Inc.
Management Incentive and Retention Plan, as amended, and issued shares of
its Common Stock to the participants under such plan.
(2)      Estimated solely for the purpose
of computing the amount  of the registration fee and computed pursuant to Rule 457 under
the  Securities Act of 1933 based upon the average of the high and low prices of the
Common Stock on October 8, 2001 as reported on the Nasdaq National
Market.
PROSPECTUS
51,876 Shares
CELL GENESYS, INC.
Common Stock
This prospectus is part of a registration statement that we
filed with the SEC using the "shelf" registration process. It relates to the
public offering, which is not being underwritten, of 51,876 shares of our common
stock that are held by some of our current stockholders. We issued such shares
to these selling stockholders in connection with our assumption of the
obligations of Calydon, Inc. under the Calydon Management Incentive and
Retention Plan, as amended (the "Retention Plan"), as a result of our
acquisition of the outstanding capital stock of Calydon, Inc. in August
2001.
The selling stockholders may sell these shares from time to
time on the over-the-counter market in regular brokerage transactions, in
transactions directly with market makers or in privately negotiated
transactions. For additional information on the methods of sale that may be used
by the selling stockholders, see the section entitled "Plan of Distribution" on
page 15. We will not receive any of the proceeds from the sale of these shares.
We will bear the costs relating to the registration of these shares.
Our common stock is listed on the Nasdaq National Market
under the symbol "CEGE." On October 12, 2001, the last sale price of our
common stock was $17.84 per share.
THIS OFFERING INVOLVES MATERIAL RISKS. SEE "RISK FACTORS" BEGINNING ON
PAGE 5.
The Securities and Exchange Commission may take the view
that, under certain circumstances, the Selling Stockholders and any broker-dealers or
agents that participate with the Selling Stockholders in the
distribution of the Shares may be deemed to be "underwriters" within the meaning
of the Securities Act. Commissions, discounts or concessions received by any
such broker-dealer or agent may be deemed to be underwriting commissions under
the Securities Act. We and the Selling Stockholders have agreed to certain
indemnification arrangements. See "Plan of Distribution" on page 15.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.
Prospectus dated October 15, 2001
TABLE OF CONTENTS
Page
WHERE YOU CAN FIND MORE INFORMATION .........................................................
THE COMPANY ................................................................................................................
FORWARD-LOOKING STATEMENTS ...........................................................................
RISK FACTORS .................................................................................................................
USE OF PROCEEDS ..........................................................................................................
SELLING STOCKHOLDERS ............................................................................................
PLAN OF DISTRIBUTION ................................................................................................
LEGAL MATTERS .............................................................................................................
EXPERTS ............................................................................................................................
2
4
4
5
14
14
15
16
16
You should rely only on the information contained or
incorporated by reference in this prospectus and in any accompanying prospectus
supplement. We have not authorized anyone to provide you with different
information.
The shares of common stock are not being offered in any
jurisdiction where the offer is not permitted.
You should not assume that the information in this prospectus
or any prospectus supplement is accurate as of any date other than the date on
the front of the documents.
WHERE YOU CAN FIND MORE INFORMATION
GOVERNMENT FILINGS. We file annual, quarterly and
special reports and other information with the Securities and Exchange
Commission (the "SEC"). In addition, we have filed with the SEC a registration
statement on Form S-8/S-3, of which this prospectus is a part, under the
Securities Act of 1933, as amended, with respect to the shares of common stock
offered hereby. You may read and copy any document that we file at the SEC's
public reference rooms in Washington, D.C., New York, New York, and Chicago,
Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms. Our SEC filings are also available to you free of charge
at the SEC's web site at
http://www.sec.gov
.
STOCK MARKET. The common stock is traded on the Nasdaq
National Market. Material filed by us can be inspected at the offices of the
N.A. of Securities Dealers, Inc., Reports Section, 1735 K Street, N.W.,
Washington, D.C. 20006.
INFORMATION INCORPORATED BY REFERENCE. The SEC allows us
to "incorporate by reference" the information we file with them, which means
that we can disclose important information to you by referring you to those
documents. The information incorporated by reference is considered to be part of
this prospectus, and information that we file later with the SEC will
automatically update and supersede previously filed information, including
information contained in this document.
We incorporate by reference the documents listed below and
any future filings we will make with the SEC under Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended, until this offering
has been completed:
Our Annual Report on Form 10-K for the fiscal year ended
December 31, 2000.
Our Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 2001.
Our Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 2001.
Our Current Report on Form 8-K dated September 14,
2001.
The description of our common stock contained in our
Registration Statement on Form 8-A filed on March 24, 1992 pursuant to Section
12(g) of the Exchange Act.
The description of our Preferred Shares Rights Agreement
contained in our Registration Statement on Form 8-A filed on August 8, 1995
pursuant to Section 12(g) of the Exchange Act.
You may request free copies of these filings by writing or
telephoning us at the following address:
Cell Genesys, Inc.
342 Lakeside Drive
Foster City, California 94404
Attention: Investor Relations
(650) 425-4400
THE COMPANY
Since our inception in April 1988, we have focused our
research and product development efforts on human disease therapies which are
based on innovative gene modification technologies. Our strategic objective is
to develop and commercialize cancer vaccines and gene therapies to treat cancer
and other major, life-threatening diseases. Our current clinical programs
include GVAX
®
cancer vaccines in Phase II studies for
prostate cancer, Phase I/II studies for lung cancer and a Phase I/II
study for multiple myeloma. We expect to initiate a Phase II trial for
GVAX
®
pancreatic cancer vaccine and a Phase I/II trial for
GVAX
®
leukemia vaccine in the second half of 2001.
GVAX
®
vaccines for prostate cancer and lung cancer are being
developed through a worldwide collaboration with the pharmaceutical division of
Japan Tobacco Inc. In addition, we have preclinical programs which are
evaluating potential gene therapies for cancer, hemophilia and cardiovascular
disorders. In January 2001, we created a new majority-owned subsidiary,
Ceregene Inc., which is focused on gene therapies for central nervous system
disorders. We also have assets outside of our core business which can be used to
help maintain financial strength while product candidates are under development.
These assets include our 10.5 percent equity ownership of Abgenix, Inc.,
(Nasdaq: ABGX) our former subsidiary, which is focused on the development and
commercialization of antibody therapies. We were incorporated in Delaware on
April 8, 1988. Our executive offices are located at 342 Lakeside Drive, Foster
City, California, 94404, and our telephone number is (650) 425-4400.
FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated into this
prospectus by reference contain forward-looking statements that we have made
pursuant to the provisions of the Private Securities Litigation Reform Act of
1995. Such forward-looking statements are not historical facts but rather are
based on current expectations, estimates and projections about our industry,
management's beliefs, and assumptions made by management. Words such as
"expects," "believes," "seeks," and variations of such words and similar
expressions are intended to identify such forward-looking statements. These
statements are not guarantees of future performance and are subject to certain
risks, uncertainties and other factors, some of which are beyond our control,
that are difficult to predict and could cause actual results to differ
materially from those expressed or forecasted in such forward-looking
statements. Such risks and uncertainties include those described in "Risk
Factors" and elsewhere in this prospectus and in the documents incorporated into
this prospectus by reference. You are cautioned not to place undue reliance on
these forward-looking statements which reflect management's view only as of the
date of this prospectus. We undertake no obligation to update such statements or
publicly release the result of any revisions to these forward-looking statements
which it may make to reflect events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events.
RISK FACTORS
Investors should carefully consider the risks described
below before making an investment decision. The risks described below are not
the only ones facing our company. Additional risks not presently known to us or
that we currently believe are immaterial may also impair our business
operations. Our business could be harmed by any of these risks. The trading
price of our common stock could decline due to any of these risks and investors
may lose all or part of their investment. In assessing these risks, investors
should also refer to the other information contained or incorporated by
reference herein, including our consolidated financial statements
and related notes.
WE MAY HAVE A NEED FOR SUBSTANTIAL ADDITIONAL FUNDS.
We will need substantial funds for existing and planned
preclinical and clinical trials, to continue research and development
activities, and to establish manufacturing and marketing capabilities for any
products we may develop. At some point in the future, we may need to raise
additional capital to fund our operations.
Our future capital requirements will depend on, and could
increase as a result of, many factors, such as:
continued scientific progress of research and development
programs
magnitude of such programs' expenses
progress of preclinical and clinical testing
time and costs involved in obtaining regulatory
approvals
costs involved in preparing, filing, prosecuting,
maintaining, enforcing and defending patent claims
competing technological and market developments
changes in collaborative relationships with Japan Tobacco
and others
terms of any additional collaborative arrangements into
which we may enter
our ability to establish research, development and
commercialization arrangements pertaining to products other than those covered
by existing collaborative arrangements
cost of establishing manufacturing facilities
cost of commercialization activities
demand for our products, if and when approved
potential redemption obligations in connection with
conversion of the Series B preferred stock
our ability to realize the carrying value of the Abgenix
stock due to its volatility
We expect to be able to raise additional funds through
collaborative relationships, sales of some portion or all of our investment in
Abgenix, additional equity or debt financings, or otherwise. Because of our
long-term capital requirements, we may seek to access the public or private
equity markets whenever conditions are favorable, even if we do not have an
immediate need for additional capital at that time. There can be no assurance
that any such additional funding will be available to us, or, if available, that
it will be on acceptable terms. If we raise additional funds by issuing equity
securities, stockholders will incur immediate dilution. There can be no
assurance that opportunities for in-licensing technologies or for third party
collaborations will continue to be available to us on acceptable terms. If
adequate funds are not available, we may be required to delay, reduce the scope
of, or eliminate one or more of our research, development and clinical
activities. Alternatively, we may need to seek funds through arrangements with
collaborative partners or others that require us to relinquish rights to certain
of our technologies or product candidates that we would otherwise seek to
develop or commercialize ourselves. Either of these events could have a material
adverse effect on our business, results of operations, financial condition or
cash flow.
OUR PRODUCTS ARE IN DEVELOPMENTAL STAGE, ARE NOT APPROVED FOR COMMERCIAL
SALE AND MIGHT NOT RECEIVE REGULATORY APPROVAL OR BECOME COMMERCIALLY VIABLE.
All of our potential cancer vaccine and gene therapy products
are in research and development. We have not generated any revenues from the
sale of products. We do not expect to generate any revenues from product sales
for at least the next several years. Our products currently under development
will require significant additional research and development efforts, including
extensive preclinical and clinical testing and regulatory approval, prior to
commercial use. There can be no assurance that our research and development
efforts will be successful or that any of our future products will ultimately be
commercially successful. Even if developed, our products may not receive
regulatory approval or be successfully introduced and marketed at prices that
would permit us to operate profitably.
WE HAVE NOT BEEN PROFITABLE IN OUR OPERATIONS (ABSENT THE GAINS ON SALES
OF ABGENIX STOCK) AND MAY NOT BECOME PROFITABLE IN THE FUTURE.
We have incurred an accumulated deficit since our inception.
At June 30, 2001, our accumulated deficit was approximately
$39.8 million, compared with $34.9 million at December 31, 2000.
For the quarter ended June 30, 2001, we recorded a net loss of
$4.7 million. We expect to incur substantial operating losses for at least
the next several years due primarily to the expansion of research and
development programs, including preclinical studies, clinical trials,
manufacturing and to a lesser extent, from general and administrative expenses.
We expect that losses will fluctuate from quarter to quarter and that these
fluctuations may be substantial. We cannot guarantee that we will successfully
develop, commercialize, manufacture or market any products. We cannot guarantee
that we will ever achieve or sustain product revenues or profitability.
OUR CANCER VACCINE AND GENE THERAPY PROGRAMS DEPEND ON NEW AND UNPROVEN
TECHNOLOGIES.
Gene therapy is a new technology. Existing preclinical and
clinical data on the safety and efficacy of gene therapy are limited. Data
relating to our specific gene therapy approaches are also limited. Our
GVAX
®
cancer vaccines are currently being tested in
Phase I/II and Phase II human clinical trials to determine their
safety and efficacy. None of our other products or therapies under development
are in human clinical trials. The results of preclinical studies do not predict
safety or efficacy in humans. Possible side effects of gene therapy may be
serious and potentially life-threatening. Unacceptable side effects may be
discovered during preclinical and clinical testing of our potential products or
thereafter. There are many reasons that potential products that appear promising
at an early stage of research or development do not result in commercially
successful products. Although we are testing proposed products or therapies in
human clinical trials, we cannot guarantee that we will be permitted to
undertake human clinical trials for any of our other products. Also, the results
of this testing might not demonstrate the safety or efficacy of these products.
Even if clinical trials are successful, we might not obtain regulatory approval
for any indication. Finally, even if our products proceed successfully through
clinical trials and receive regulatory approval, there is no guarantee that an
approved product can be produced in commercial quantities at reasonable cost or
that such a product will be successfully marketed.
WE RELY HEAVILY ON THE DEVELOPMENT AND PROTECTION OF OUR INTELLECTUAL
PROPERTY PORTFOLIO.
The patent positions of pharmaceutical and biotechnology
firms, including Cell Genesys, are generally uncertain and involve complex legal
and factual questions. Cell Genesys currently has approximately 295 issued or
granted patents and more than 330 pending applications. Although we are
prosecuting patent applications, we cannot be certain whether any given
application will result in the issuance of a patent or, if any patent is issued,
whether it will provide significant proprietary protection or will be
invalidated. Also, patent applications in the United States are confidential
until patents are issued. Publication of discoveries in scientific or patent
literature tends to lag behind actual discoveries by several months.
Accordingly, we cannot be sure that we were the first creator of inventions
covered by pending patent applications or that we were the first to file patent
applications for these inventions.
Our commercial success will also depend in part on not
infringing the patents or proprietary rights of others and not breaching
licenses granted to us. We will be required to obtain licenses to certain third
party technology and genes necessary to conduct our business. Any failure to
license any technology or genes required to commercialize our technologies or
products at reasonable cost may have a material adverse effect on our business,
results of operations or financial condition.
We may also have to engage in litigation, which could result
in substantial cost to us, to enforce our patents, or to determine the scope and
validity of other parties' proprietary rights. To determine the priority of
inventions, the United States Patent and Trademark Office frequently declares
interference proceedings. In Europe, other patents can be revoked through
opposition proceedings. Such proceedings could result in an adverse decision as
to the priority of our inventions.
We are currently involved in separate interference and/or
opposition proceedings with regard to:
gene activation technology
ex vivo
gene therapy
certain retroviral vector technology
chimeric receptor technology
While we believe our position in each proceeding is strong,
the outcome of each proceeding cannot be predicted. An adverse result could have
a material adverse effect on our intellectual property position in these areas.
We may be involved in other interference and/or opposition proceedings in the
future. We believe that there will continue to be significant litigation in the
industry regarding patent and other intellectual property rights.
We also rely on unpatented trade secrets, know-how and
continuing technological innovation to develop and to maintain our competitive
position. Our competitors may independently develop similar or better
proprietary information and techniques and disclose them publicly. Also, there
can be no assurance that others will not gain access to our trade secrets, or
that we can meaningfully protect our rights to our unpatented trade secrets.
We require our employees and consultants to execute a
confidentiality agreement upon the commencement of an employment or consulting
relationship with us. These agreements provide that all confidential information
developed by or made known to an individual during the course of the employment
or consulting relationship generally must be kept confidential. In the case of
employees, the agreements provide that all inventions conceived by the employee
while employed by us, relating to our business are our exclusive property. These
agreements may not provide meaningful protection for our trade secrets in the
event of unauthorized use or disclosure of such information.
THE FIELDS OF CANCER VACCINES AND GENE THERAPY ARE HIGHLY COMPETITIVE.
Competition in the field of gene therapy from other
biotechnology and pharmaceutical companies and from research and academic
institutions is intense and expected to increase. In many instances, we compete
with other commercial entities in acquiring products or technology from
universities. There are numerous competitors working on products to treat each
of the diseases for which we are seeking to develop therapeutic products. Some
competitors are pursuing a product development strategy competitive with ours,
particularly with respect to our cancer vaccine program. Certain of these
competitive products are in more advanced stages of product development and
clinical trials. Our competitors may develop technologies and products that are
more effective than ours, or that would render our technology and products less
competitive or obsolete.
Many of our competitors have greater financial resources and
larger research and development staffs than we do. Some of these competitors
have significantly greater experience than we do in developing products, in
undertaking preclinical testing and human clinical trials of new pharmaceutical
products, in obtaining United States Food and Drug Administration ("FDA") and
other regulatory approvals of products, and in manufacturing and marketing such
products. Accordingly, our competitors may obtain patent protection or FDA
approval and commercialize products more rapidly than we do. There can be no
assurance that we will be able to obtain certain biological materials necessary
to support our research, development or manufacturing of any of our planned
therapies. If we are permitted to commence commercial sales of products, we will
also be competing with respect to marketing capabilities and manufacturing
efficiency, areas in which we have limited or no experience. We expect to build
additional clinical scale and commercial scale manufacturing facilities and/or
use contract facilities to commercialize our products. We also expect to secure
funding for these and other product development activities through our partners
and future potential partners.
We expect that competition among products approved for sale
will be based, among other things, on:
product efficacy
price
safety
reliability
availability
patent protection
sales, marketing and distribution
capabilities
Our competitive positions also depend upon our ability to
attract and retain qualified personnel, obtain patent protection or otherwise
develop proprietary products or processes and secure sufficient funding for the
often lengthy period between product conception and commercial sales.
OUR STOCK PRICE HAS FLUCTUATED IN THE PAST AND IS LIKELY TO CONTINUE TO
BE VOLATILE IN THE FUTURE.
The stock prices of biopharmaceutical and biotechnology
companies (including Cell Genesys) have historically been highly volatile. The
market has from time to time experienced significant price and volume
fluctuations that are unrelated to the operating performance of particular
companies. The following factors may affect our stock price:
fluctuations in our financial results
announcements of technological innovations or new
therapeutic products by us or our competitors
announcements of changes in governmental regulation
affecting us or our competitors
announcements of regulatory approval or disapproval of
our or our competitors' products
developments in patent or other proprietary rights
affecting us or our competitors
public concern as to the safety of products developed by
us or other biotechnology and pharmaceutical companies
general market conditions
fluctuations in the price of Abgenix stock
severe fluctuations in price and volume in the stock
market in general which are unrelated to our operating performance
issuance of common stock upon conversion of the Series B
preferred stock
future sales of such common stock or other shares of
common stock by existing stockholders
the perception that such issuances or sales could
occur
OUR BUSINESS IS SUBJECT TO EXTENSIVE REGULATION AND ANY FAILURE TO
OBTAIN REQUIRED REGULATORY APPROVALS COULD PREVENT OR DELAY THE COMMERCIALIZATION OF OUR
PRODUCTS.
Regulation by governmental authorities in the United
States and foreign countries is important in the manufacture and marketing of
our proposed products and our research and development activities. All of our
products will require regulatory approval by governmental agencies prior to
commercialization. In particular, human therapeutic products must undergo
rigorous preclinical and clinical testing and other premarket approval
procedures by the FDA and similar authorities in foreign countries. Since our
potential products involve the application of new technologies, regulatory
approvals may take longer than for products produced using more conventional
methods. Various federal and, in some cases, state laws also govern or influence
the manufacturing, safety, labeling, storage, record keeping and marketing of
these products. The lengthy process of seeking these approvals, and the
subsequent compliance with applicable federal laws, requires significant
expenditures. Any delay or failure by us or our collaborators or licensees to
obtain regulatory approvals could hinder the marketing of our products and our
ability to receive product or royalty revenue.
In responding to a new drug application, or a product license
application, the FDA may grant marketing approvals, request additional
information or further research, or deny the application if it determines that
the application does not satisfy its regulatory approval criteria. Approvals may
not be granted on a timely basis, if at all, or if granted may not cover all the
clinical indications for which we are seeking approval. Also, an approval might
contain significant limitations in the form of warnings, precautions or
contraindications with respect to conditions of use.
In addition to laws and regulations enforced by the FDA, we
are also subject to regulation under:
Occupational Safety and Health Act
Environmental Protection Act
Toxic Substances Control Act
Resource Conservation and Recovery Act
Other present and potential future federal, state or
local laws and regulations
Our manufacturing facilities are subject to licensing
requirements of the California Department of Health Services. While not subject
to license by the FDA, these facilities are subject to inspection by the FDA as
well as by the California Department of Health Services. A separate license from
the FDA is required for commercial manufacture of any product. Failure to
maintain these licenses or to meet the inspection criteria of the FDA and the
California Department of Health Services would disrupt our manufacturing
processes and have a material adverse effect on our business, results of
operations, financial condition and cash flow.
For marketing outside the United States, we are subject to
foreign regulatory requirements governing human clinical trials and marketing
approval for drugs and devices. The requirements governing the conduct of
clinical trials, product licensing, pricing and reimbursement vary greatly from
country to country. Failure to comply with these regulatory requirements or
obtain required approvals could impair our ability to develop these markets and
have a material adverse effect on our results of operations and financial
condition.
OUR PRODUCT DEVELOPMENT ACTIVITIES INVOLVE THE USE OF HAZARDOUS
MATERIALS AND WE MAY INCUR SIGNIFICANT COSTS AS A RESULT OF THE NEED TO COMPLY WITH
ENVIRONMENTAL LAWS.
Our research and development activities involve the
controlled use of hazardous materials, chemicals, viruses and radioactive
compounds. We are subject to federal, state and local laws and regulations
governing the use, manufacture, storage, handling and disposal of these
materials and waste products. Although we believe that our safety procedures for
handling and disposing of these materials comply with the standards prescribed
by applicable laws and regulations, we cannot completely eliminate the risk of
accidental contamination or injury from these materials. In the event of an
accident, we could be held liable for any damages that result, and any resulting
liability could exceed our resources. We may also be required to incur
significant costs to comply with environmental laws and regulations in the
future.
WE EXPECT TO DEPEND ON OUR STRATEGIC PARTNERS FOR THE SALES, MARKETING
AND DISTRIBUTION OF OUR FUTURE PRODUCTS.
We have no experience in sales, marketing or distribution of
biopharmaceutical products. We expect to rely on sales and marketing expertise
of potential corporate partners for our initial products. The decision to market
future products directly or through corporate partners will be based on a number
of factors, including:
market size and concentration
size and expertise of the partner's sales force in a
particular market
our overall strategic objectives
WE MAY IN THE FUTURE BE EXPOSED TO PRODUCT LIABILITY CLAIMS AND MAY BE
UNABLE TO OBTAIN SUFFICIENT INSURANCE COVERAGE.
Clinical trials or marketing of any of our potential products
may expose us to liability claims resulting from the use of our products. These
claims might be made by consumers, health care providers or by others selling
our products. We currently maintain product liability insurance with respect to
each of our clinical trials. There can be no assurance that we will be able to
maintain insurance or that sufficient coverage can be acquired at a reasonable
cost. An inability to maintain insurance at an acceptable cost, or at all, could
prevent or inhibit the clinical testing or commercialization of our products or
otherwise affect our financial condition. A product liability claim or recall
could have a material adverse effect on our business, results of operations,
financial condition and cash flow.
SALES OF OUR FUTURE PRODUCTS WILL BE INFLUENCED BY THE WILLINGNESS OF
THIRD-PARTY PAYORS TO PROVIDE REIMBURSEMENT.
In both domestic and foreign markets, sales of our potential
products will depend in part upon coverage and reimbursement from third-party
payors, including:
government agencies
private health care insurers and other health care payors
such as health maintenance organizations
self-insured employee plans
Blue Cross/Blue Shield and similar plans
There is considerable pressure to reduce the cost of
biotechnology and pharmaceutical products. In particular, reimbursement from
government agencies, insurers and large health organizations may become more
restricted in the future. Our potential products represent a new mode of therapy
and, while the cost-benefit ratio of the products may be favorable, we expect
that the costs associated with our products will be substantial. There can be no
assurance that our proposed products, if successfully developed, will be
considered cost-effective by third-party payors. Insurance coverage might not be
provided by third-party payors at all or without substantial delay. Even if such
coverage is provided, the approved reimbursement might not provide sufficient
funds to enable us to become profitable.
THE PRICING OF OUR FUTURE PRODUCTS MAY BE INFLUENCED IN PART BY
GOVERNMENT CONTROLS.
The continuing efforts of governmental and third-party payors
to contain or reduce the costs of healthcare may impair future revenues and
profitability of biotechnology companies. For example, in certain foreign
markets, pricing or profitability of prescription pharmaceuticals is subject to
government control. In the United States, there have been, and we expect that
there will continue to be, a number of federal and state proposals to implement
similar government control. While we cannot predict whether the government will
adopt any such legislative or regulatory proposals, the announcement or adoption
of these proposals could have a material adverse effect on our business, results
of operations, financial condition and cash flow.
WE DEPEND ON OUR KEY TECHNICAL AND MANAGEMENT PERSONNEL AND
COLLABORATIVE PARTNERS TO ADVANCE OUR TECHNOLOGY, AND THE LOSS OF THESE PERSONNEL OR PARTNERS
COULD IMPAIR THE DEVELOPMENT OF OUR PRODUCTS.
We rely and will continue to rely on our key management and
scientific staff. The loss of key personnel or the failure to recruit necessary
additional qualified personnel could have a material adverse effect on our
business and results of operations. There is intense competition from other
companies, research and academic institutions and other organizations for
qualified personnel. There is no assurance that we will be able to continue to
attract and retain the qualified personnel necessary for the development of our
business. We will need to continue to recruit experts in the areas of clinical
testing, manufacturing, marketing and distribution and develop additional
expertise in our existing personnel. If we do not succeed in recruiting such
personnel or developing such expertise, our business could suffer significantly.
We have clinical trial agreements with a number of public and
private medical institutions relating to the conduct of human clinical trials
for our GVAX
®
cancer vaccine programs. The early termination of
any of these clinical trial agreements would hinder the progress of our clinical
trials including trials of our GVAX
®
cancer vaccines. If any of
these relationships are terminated, the clinical trials might not be completed
and the results might not be evaluated.
University of California, San Francisco
Dana-Farber Partners Cancer Care
The Johns Hopkins Medical Institutions
US Oncology, Inc.
University of Tokyo, IMSUT
Providence Portland Medical Center
AmericasDoctor.com, Inc.
Emory University
University of Michigan
University of Pennsylvania
Stanford University
We rely on the continued availability of outside scientific
collaborators performing research. These relationships generally may be
terminated at any time by the collaborator, typically by giving 30 days notice.
These scientific collaborators are not our employees. As a result, we have
limited control over their activities and can expect that only limited amounts
of their time will be dedicated to our activities. Our agreements with these
collaborators, as well as those with our scientific consultants, provide that
any rights we obtain as a result of their research efforts will be subject to
the rights of the research institutions in such work. In addition, some of these
collaborators have consulting or other advisory arrangements with other entities
that may potentially conflict with their obligations to us. For these reasons,
there can be no assurance that inventions or processes discovered by our
scientific collaborators or consultants will become our property.
CELL GENESYS STOCKHOLDERS MAY BE DILUTED BY THE EXERCISE OF OUTSTANDING
STOCK OPTIONS, THE CONVERSION OF OUTSTANDING SERIES B REDEEMABLE CONVERTIBLE PREFERRED STOCK,
OR OTHER ISSUANCES OF OUR COMMON STOCK.
Substantially all the outstanding shares of Cell Genesys
common stock are eligible for sale in the public market. Conversion of the
Series B preferred stock or exercise of outstanding stock options would result
in issuance of additional shares of common stock, diluting existing investors.
The number of shares of common stock issued, and therefore the dilution of
existing investors, would increase as a result of either (i) an event
triggering the antidilution rights of any outstanding shares of Series B
preferred stock, or (ii) a decline in the market price of the Company's
common stock immediately prior to conversion of the Series B preferred
stock.
The holders of the Series B preferred stock may choose at any
time to convert their shares into common stock. In that event, the number of
shares of common stock issued would be based on the lower of:
a fixed conversion price of $11.02 per share for the 694
remaining shares from the original issue of $20 million face value
preferred stock, and $14.53 per share for the 875 shares issued
January 2000 from call options or,
the average of certain trading prices during the 10
trading days preceding such date of conversion (the "Floating Conversion
Price").
As of June 30, 2001, the market price of Cell Genesys
common stock traded above the two fixed conversion price of $11.02 and $14.53.
Consequently, the conversion rate for the shares is based on the fixed
conversion price. As the market price declines below the fixed conversion rate,
the greater the decline in the market price, the greater the number of shares
issuable upon conversion of the Series B preferred stock.
Following the issuance of the new preferred shares in 2000,
no further call options remain outstanding.
OUR OPERATIONS ARE VULNERABLE TO INTERRUPTION OF FIRE, EARTHQUAKE, POWER
LOSS, TELECOMMUNICATIONS FAILURE AND OTHER EVENTS BEYOND OUR CONTROL.
We do not have a detailed disaster recovery plan. Our
facilities in the State of California are currently subject to electrical
blackouts as a consequence of a shortage of available electrical power. In the
event these blackouts continue to increase in severity, they could disrupt the
operations of our affected facilities. In addition, we do not carry sufficient
business interruption insurance to compensate us for losses that may occur and
any losses or damages incurred by us could have a material adverse effect on our
business.
OUR STOCK PRICE IS GREATLY INFLUENCED BY THE MARKET PRICE OF ABGENIX
STOCK, WHICH HAS BEEN HIGHLY VOLATILE.
Our retained ownership of approximately 9.0 million
Abgenix shares represents a very material portion of the total assets on our
balance sheet. Abgenix stock prices have proven to be highly volatile. Movements
in the price of Abgenix stock, up or down, exert strong corresponding influences
on the market price of our stock.
OUR BUSINESS COULD SUFFER AS A RESULT OF OUR STRATEGIC ACQUISITIONS AND
INVESTMENTS.
In August 2001, we acquired Calydon, Inc., a private
biotechnology company focused on developing therapeutic products for cancer. We
may not be able to effectively integrate this company, intellectual property, or
personnel, and our attempts to do so will place an additional burden on our
management and infrastructure. This acquisitions will subject us to a number of
risks, including:
the loss of key personnel, customers and business
relationships;
difficulties associated with assimilating and integrating
the new personnel and operations of the acquired company;
the potential disruption of our ongoing
business;
the expense associated with maintenance of uniform
standards, controls, procedures, employees and clients;
the diversion of resources from the development of our
own proprietary technology; and
our inability to generate revenue from new technology
sufficient to offset associated acquisition and maintenance costs.
There can be no assurance that we will be successful in
overcoming these risks or any other problems encountered in connection with our
acquisition.
WE MAY ENGAGE IN FUTURE ACQUISITIONS OR INVESTMENTS THAT COULD DILUTE
OUR EXISTING STOCKHOLDERS, OR CAUSE US TO INCUR CONTINGENT LIABILITIES, DEBT OR SIGNIFICANT
EXPENSE.
From time to time, in the ordinary course of business, we
may evaluate potential acquisitions of, or investments in related businesses,
products or technologies. Future acquisitions could result in the issuance of
dilutive equity securities, the incurrence of debt or contingent liabilities.
There can be no assurance that any strategic acquisition or investment will
succeed. Any future acquisition or investment could harm our business, financial
condition and results of operations.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the
common stock by the Selling Stockholders. All net proceeds from the sale of the
common stock covered by this prospectus will go to the Selling Stockholders who
offer and sell their shares. See "Selling Stockholders" and "Plan of
Distribution" described below.
SELLING STOCKHOLDERS
The following table sets forth the number of shares owned
by each of the Selling Stockholders as of October 12, 2001. None of the Selling
Stockholders has had a material relationship with us within the past three years
other than as described below or as a result of the ownership of the shares or
other securities of Cell Genesys. No estimate can be given as to the amount of
shares that will be held by the Selling Stockholders after completion of this
offering because the Selling Stockholders may offer all or some of the shares
and because there currently are no agreements, arrangements or understandings
with respect to the sale of any of the shares. The shares offered by this
prospectus may be offered from time to time by the Selling Stockholder named
below.
Name of Selling Stockholder
Shares Beneficially
Owned(1)
Percentage
Number of Shares Which May Be Sold Pursuant to
This
Prospectus(2)
Daniel R. Henderson (3)
36,838
*
31,126
De Chao Yu (4)
15,563
*
15,563
Rukmini Pennathur-Das
5,187
*
5,187
TOTAL
57,588
51,876
________________
*	Less than 1% of our outstanding common
stock.
(1) The number and percentage of shares beneficially owned is
determined in accordance with Rule 13d-3 of the Exchange Act, and the
information is not necessarily indicative of beneficial ownership for any other
purpose. Under such rule, beneficial ownership includes any shares as to which
the individual has sole or shared voting power or investment power and also any
shares which the individual has the right to acquire within 60 days of the date
of this Prospectus through the exercise of any stock option or other right.
Unless otherwise indicated in the footnotes, each person has sole voting and
investment power (or shares such powers with his or her spouse) with respect to
the shares shown as beneficially owned.
(2) This registration statement also shall cover any
additional shares of common stock that become issuable in connection with the
shares registered for sale hereby by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the receipt of
consideration that results in an increase in the number of our outstanding
shares of common stock.
(3) Daniel Henderson performs certain consulting services for the Company.
(4) Mr. Yu is a non-executive officer employee of the Company.
PLAN OF DISTRIBUTION
We are registering all 51,876 shares of common stock (the
"Shares") on behalf of the Selling Stockholders. As used in this prospectus,
"Selling Stockholders" includes the pledgees, donees, transferees or other
successors in interest that receive such shares as a gift, partnership
distribution or other non-sale related transfer. The Shares may be offered and
sold from time to time by the Selling Stockholders. The Selling Stockholders
will act independently of Cell Genesys in making decisions with respect to the
timing, manner and size of each sale.
The Selling Stockholders may sell the Shares in the over-the-counter
market or otherwise, at (1) market prices prevailing at the time of
sale, (2) prices related to the prevailing market prices or (3) negotiated
prices. The Selling Stockholders may sell some or all of their Shares
through:
a block trade in which a broker-dealer may resell a
portion of the block, as principal, in order to facilitate the
transaction;
purchases by a broker-dealer as principal and resale by
such broker-dealer for its own account;
an over-the-counter distribution in accordance with the
rules of the Nasdaq National Market;
ordinary brokerage transactions and transactions in which
the broker solicits purchasers; or
in privately negotiated transactions.
To the extent required, this prospectus may be amended and
supplemented from time to time to describe a specific plan of distribution.
In connection with the distribution of the Shares, the
Selling Stockholders may also enter into hedging transactions with broker-dealers or
other financial institutions. In connection with such transactions,
broker-dealers or other financial institutions may engage in short sales of our
common stock in the course of hedging the positions they assume with the Selling
Stockholders. The Selling Stockholders may also:
sell our common stock short and redeliver the Shares to
close out such short positions;
enter into option or other types of transactions that
require the Selling Stockholder to deliver the Shares to a broker-dealer, who
will then resell or transfer the Shares pursuant to this prospectus (as
supplemented or amended to reflect such transaction); or
loan or pledge the Shares to a broker-dealer, who may
sell the loaned shares or, in the event of default, sell the pledged shares
pursuant to this prospectus (as supplemented or amended to reflect such
transaction).
In addition, any Shares that qualify for sale pursuant to
Rule 144 may be sold under Rule 144 rather than pursuant to this prospectus.
The Selling Stockholders may negotiate and pay broker-dealers
commissions, discounts or concessions for their services. Broker-dealers engaged
by the Selling Stockholders may allow other broker-dealers to participate in
resales. However, the Selling Stockholders and any broker-dealers involved in
the sale or resale of the Shares may qualify as "underwriters" within the
meaning of Section 2(11) of the Securities Act. In addition, the broker-dealers'
commissions, discounts or concessions may qualify as underwriters' compensation
under the Securities Act. If the Selling Stockholders qualify as "underwriters,"
they will be subject to the prospectus delivery requirements of Section 153 of
the Act, which may include delivery through the facilities of the NASD. We will
pay all expenses incident to the offering and sale of the Shares to the public
other than any commissions and discounts of underwriters, dealers or agents and
any transfer taxes.
In order to comply with the securities laws of certain
states, if applicable, the Shares must be sold in such jurisdictions only
through registered or licensed brokers or dealers. In addition, in certain
states the Shares may not be sold unless they have been registered or qualified
for sale in the applicable state or an exemption from the registration or
qualification requirement is available and is complied with.
We have advised the Selling Stockholders that the anti-manipulation
rules of Regulation M under the Exchange Act may apply to sales of
Shares in the market and to the activities of the Selling Stockholders and their
affiliates. In addition, we will make copies of this prospectus available to the
Selling Stockholders, and we have informed them of the need for delivery of
copies of this prospectus to purchasers at or prior to the time of any sale of
the Shares offered hereby. The Selling Stockholders may indemnify any broker-dealer that
participates in transactions involving the sale of the shares
against certain liabilities, including liabilities arising under the Securities
Act.
At the time a particular offer of Shares is made, if
required, a Prospectus Supplement will be distributed that will set forth the
number of Shares being offered and the terms of the offering, including the name
of any underwriter, dealer or agent, the purchase price paid by any underwriter,
any discount, commission and other item constituting compensation, any discount,
commission or concession allowed or reallowed or paid to any dealer, and the
proposed selling price to the public.
The sale of Shares by the Selling Stockholders is subject to
compliance by the Selling Stockholders with certain contractual restrictions
they have with us. There can be no assurance that the Selling Stockholders will
sell all or any of the Shares.
We have agreed to indemnify the Selling Stockholders against
certain liabilities, including liabilities under the Securities Act. In return,
these Selling Stockholders have agreed to indemnify us and certain related
persons against certain liabilities, including liabilities under the Securities
Act.
We have agreed with the Selling Stockholders to keep the Registration Statement, of which this
prospectus constitutes a part, effective for up to one year following September 4, 2001, the
effective time of our acquisition of the outstanding capital stock of Calydon, Inc. (which
period may be shortened or extended under certain circumstances).
We intend to de-register any of the Shares not sold by the Selling Stockholders at the end of
such period; however, it is anticipated that at such time any unsold shares may be freely
tradable subject to compliance with Rule 144 of the Securities Act.
LEGAL MATTERS
The validity of the shares of common stock offered by this prospectus will be passed upon by
Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California.  As of the
date of this prospectus, individual attorneys and an investment partnership affiliated with
Wilson Sonsini Goodrich & Rosati beneficially own an aggregate of 565 shares of our common
stock.
EXPERTS
The consolidated financial statements of Cell Genesys, Inc. as of December 31, 2000 and for
each of the three years in the period ended December 31, 2000 included in Cell Genesys, Inc.'s
Annual Report (Form 10-K) for the year ended December 31, 2000, have been audited by Ernst &
Young LLP, independent auditors, as indicated in their report with respect thereto, and are
incorporated herein in reliance upon the authority of such firm as experts in accounting and
auditing.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference.
There are hereby incorporated by reference in this
Registration Statement the following documents and information previously filed
with the Securities and Exchange Commission (the "
Commission
"):
Our Annual Report on Form 10-K for the fiscal year ended
December 31, 2000 filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "
Exchange
Act
").
Our Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 2001, filed pursuant to section 13(a) of the Exchange Act.
Our Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 2000, filed pursuant to Section 13(a) or 15(d) of the Exchange
Act.
Our Current Report on Form 8-K dated September 14, 2001,
filed pursuant to Section 13(a) or 15(d) of the Exchange Act.
The description of our common stock contained in our
Registration Statement on Form 8-A filed on March 24, 1992 and pursuant to
Section 12 (g) of the Exchange Act.
The description of our Preferred Shares Rights Agreement
contained in our Registration Statement on Form 8-A filed on August 8, 1995
pursuant to Section 12(g) of the Exchange Act.
All documents filed by us pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the filing of this Registration
Statement, and prior to the filing of a post-effective amendment that indicates
that all securities offered have been sold or that deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in the
Registration Statement and to be part hereof from the date of filing such
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the securities being registered by this
Registration Statement are being passed upon for Registrant by Wilson Sonsini
Goodrich & Rosati, Professional Corporation, Palo Alto, California.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law
authorizes a court to award or a corporation's Board of Directors to grant
indemnification to directors and officers in terms sufficiently broad to permit
such indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933
(the "Securities Act"), as amended. The Company has included in its Certificate
of Incorporation a provision that to the fullest extent permitted by Delaware
law, the Company's directors will not be liable for monetary damages for breach
of the directors' fiduciary duty of care to the Company and its stockholders. In
addition, the Company's Bylaws provide that the Company is required to indemnify
its officers and directors to the fullest extent permitted by Delaware law,
including those circumstances in which indemnification would otherwise be
discretionary, and that the Company is required to advance expenses to its
officers and directors as incurred. Further, the Company intends to enter into
indemnification agreements with its officers and directors, providing such
individuals indemnification to the maximum extent permitted by the Delaware
General Corporation Law.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the Delaware General Corporation Law, the foregoing
Bylaw provision or any Indemnification Agreement, the Company has been informed
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.
Item 7. Exemption from Registration Claimed
The 51,876 shares of Common Stock to be resold by the
Selling Stockholders pursuant to the Prospectus prepared in accordance with Form
S-3 were issued by the Company to the Selling Stockholders pursuant to an
exemption from registration under the Securities Act of 1933, as amended, by
virtue of Section 4(2) thereof. The Selling Stockholders represented their
Representative intention to acquire the securities for investment only and not
with a view to the distribution thereof.
Item 8. Exhibits
Exhibit
Number
Description of Document
4.1
5.1
23.1
23.2
24.1
Calydon, Inc. Management Incentive and Retention Plan, as amended.
Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation regarding the legality of the securities being registered.
Consent of Ernst & Young LLP, Independent Auditors.
Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (included in Exhibit 5.1).
Power of Attorney (which is included on page II-5
herein).
Item 9. Undertakings
The undersigned registrant hereby undertakes:
(1)	To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement:
(i)	To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933.
(ii)	To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(iii)	To include any material information with respect to
the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement.
Provided
,
however
, that paragraphs (a)(1)(i)
and (a)(1)(ii) do not apply the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the registrant pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.
(2)	That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3)	To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934, (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933 the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8/S-3 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Foster City, California, on October
15, 2001.
CELL GENESYS, INC.
By:
/s/ Matthew J. Pfeffer
Matthew J. Pfeffer
Vice President and Chief Financial Officer
(Principal Accounting Officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the
undersigned hereby constitutes and appoints Stephen A. Sherwin, M.D. and
Matthew J. Pfeffer, jointly and severally, as his or her true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for him or her and on his or her behalf to sign, execute and
file this Registration Statement and any or all amendments (including, without
limitation, post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto and any and all documents required to
be filed with respect therewith, with the Securities and Exchange Commission or
any regulatory authority, granting unto such attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith and about the premises in order to
effectuate the same as fully to all intents and purposes as he or she might or
could do if personally present, hereby ratifying and confirming all that such
attorneys-in-fact and agents, or his or her substitute or substitutes, may
lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated:
Signature
Title
Date
/s/ STEPHEN A. SHERWIN, M.D.
Stephen A. Sherwin, M.D.
Chairman of the Board and Chief Executive Officer
(
Principal Executive Officer
)
October 15, 2001
/s/ MATTHEW J. PFEFFER
Matthew J. Pfeffer
Vice President and Chief Financial Officer (
Principal
Financial and Accounting Officer
)
October 15, 2001
/s/ DAVID W. CARTER
David W. Carter
Director
October 15, 2001
/s/ NANCY M. CROWELL
Nancy M. Crowell
Director
October 15, 2001
/s/ JAMES M. GOWER
James M. Gower
Director
October 15, 2001
/s/ JOHN T. POTTS, JR., M.D.
John T. Potts, Jr., M.D.
Director
October 15, 2001
/s/ THOMAS E. SHENK, PH.D.
Thomas E. Shenk, Ph.D.
Director
October 15, 2001
/s/ EUGENE L. STEP
Eugene L. Step
Director
October 15, 2001
/s/ INDER M. VERMA, PH.D.
Inder M. Verma, Ph.D.
Director
October 15, 2001
EXHIBIT INDEX
Exhibit
Number
Description of Document
4.1
5.1
23.1
23.2
24.1
Calydon, Inc. Management Incentive and Retention Plan, as amended.
Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation regarding the legality of the securities being registered.
Consent of Ernst & Young LLP, Independent Auditors.
Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (included in Exhibit 5.1).
Power of Attorney (which is included on page II-5
herein).