Cell Genesys, Inc. Announces Registered Direct Common Stock And Warrant Offering of $60 Million

SOUTH SAN FRANCISCO, Calif., April 11 /PRNewswire-FirstCall/ -- Cell Genesys, Inc. today announced that the Company has entered into definitive agreements with selected institutional investors to sell 10.8 million shares of its common stock and warrants to purchase 2.2 million shares of its common stock through a registered direct offering for gross proceeds of $60 million, before deducting offering fees and expenses. Credit Suisse Securities (USA) LLC acted as lead placement agent for the offering and Needham & Company, LLC, Canaccord Adams Inc. and Cantor Fitzgerald & Co. acted as co-placement agents.

The Company intends to use the net proceeds from this offering to fund development of its product candidates, including ongoing Phase 3 trials of its lead product, GVAX immunotherapy for prostate cancer, as well as for general corporate purposes.

The shares and warrants are being offered pursuant to the Company’s effective shelf registration statement previously filed with the Securities and Exchange Commission. The shares and warrants may be offered only by means of a prospectus. The shares of common stock and warrants are immediately separable and will be issued separately. The five-year warrants will not be exercisable prior to six months after issuance. The closing of the offering is expected to take place on April 16, 2007, subject to satisfaction of customary closing conditions.

Additional information and details with respect to the offering will be included in a final prospectus supplement and related prospectus that will be filed with the SEC prior to closing. When available, copies of the final prospectus supplement and accompanying prospectus relating to this offering may be obtained from Credit Suisse Securities (USA) LLC, Prospectus Department, One Madison Avenue, New York, New York 10010 (1-800-221-1037).

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

About Cell Genesys

Cell Genesys is focused on the development and commercialization of novel biological therapies for patients with cancer. The company is currently pursuing two clinical stage product platforms -- GVAX(TM) cancer immunotherapies and oncolytic virus therapies. Ongoing clinical trials include Phase 3 trials of GVAX immunotherapy for prostate cancer, Phase 2 trials of GVAX immunotherapies for pancreatic cancer and for leukemia, and a Phase 1 trial of CG0070 oncolytic virus therapy for bladder cancer. Cell Genesys continues to hold an equity interest in its former subsidiary, Ceregene, Inc., which is developing gene therapies for neurodegenerative disorders. Cell Genesys is headquartered in South San Francisco, CA and has its principal manufacturing operation in Hayward, CA. For additional information, please visit the company’s website at www.cellgenesys.com.

Statements made herein about the company, other than statements of historical fact, including statements about the company’s progress, results and timing of clinical trials and preclinical programs and the nature of product pipelines are forward-looking statements and are subject to a number of uncertainties that could cause actual results to differ materially from the statements made, including risks associated with the success of clinical trials and research and development programs, the regulatory approval process for clinical trials, competitive technologies and products, patents, continuation of corporate partnerships and the need for additional financings. For information about these and other risks which may affect Cell Genesys, please see the company’s Annual Report on Form 10-K for the year ended December 31, 2006 filed on March 1, 2007 as well as Cell Genesys’ reports on Form 10-Q and 8-K and other reports filed from time to time with the Securities and Exchange Commission. The company assumes no obligation to update the forward-looking information in this press release.

CONTACT: Ina Cu

Investor Relations 650-266-3200

Cell Genesys, Inc.

CONTACT: Ina Cu, Investor Relations of Cell Genesys, Inc., +1-650-266-3200

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