Cell Genesys Inc Watch

from 10-Q 1 page This Letter Agreement Constitutes an Amendment to the Warrant Exchange Agreement (Together With All Exhibits and Schedules Thereto, the “Exchange Agreement”), Dated as of May 17, 2009, by and Among Cell Genesys, Inc., a Delaware Corporation and Capital Ventures International. Capitalized Terms Used Herein Without Definition Shall Have the Same Meaning Herein as Set Forth in the Exchange Agreement. Effective as of the Date of the Counterpart Signature Below, Exchange Agreement Is Amended as Follows: 1. Section 3(a). the Third Sentence of Section 3(a) of the Exchange Agreement Is Hereby Deleted in Its Entirety and the Following Sentence Is Hereby Inserted in Lieu Thereof

from 425 5 pages Amendment to Preferred Shares Rights Agreement

from 8-K 5 pages Amendment to Preferred Shares Rights Agreement

from 8-K 82 pages Cell Genesys, Inc. 3.125% Convertible Senior Notes Due May 1, 2013 Indenture Dated as of June 24, 2009 U.S. Bank National Association Trustee

from 8-K 15 pages Cell Genesys, Inc. Amended and Restated Warrant to Purchase Common Stock

from 8-K 12 pages Warrant Exchange Agreement

from SC TO-C ~10 pages Settlement and Exchange Support Agreement

from 8-K ~10 pages Settlement and Exchange Support Agreement

from 8-K 15 pages Cell Genesys, Inc. Warrant to Purchase Common Stock

from S-3 50 pages Cell Genesys, Inc. Issuer and as Depositary and Holders of Depositary Receipts Deposit Agreement Dated as of [ ]

from S-3 >50 pages Indenture or similar

from S-3 >50 pages Indenture or similar

from S-3 37 pages Cell Genesys, Inc. and , as Warrant Agent Form of Debt Securities Warrant Agreement Dated as of [ ]

from S-3 38 pages Cell Genesys, Inc. and , as Warrant Agent Form of Depositary Shares Warrant Agreement Dated as of [ ]

from S-3 24 pages Cell Genesys, Inc. and [ ], as Warrant Agent Form of Preferred Stock Warrant Agreement Dated as of [ ]

from S-3 1 page Indenture or similar

from S-3 22 pages Cell Genesys, Inc. and [ ], as Warrant Agent Form of Common Stock Warrant Agreement Dated as of [ —]

from 8-K 12 pages Cell Genesys, Inc. Warrant to Purchase Common Stock to Purchase [ ] Shares of Common Stock

from S-8 8 pages Cell Genesys, Inc. 2005 Equity Incentive Plan Stock Option Award Agreement

from S-8 19 pages Cell Genesys, Inc. 2005 Equity Incentive Plan