Cell Genesys, Inc. (Cell Genesys), incorporated in 1988, is a biotechnology company focused on the development and commercialization of novel biological therapies for patients with cancer. The Company is developing cell-based immunotherapies and oncolytic virus therapies to treat different types of cancer. Its lead program is GVAX cell-based immunotherapy for cancer. The drug is undergoing trials for treatment in prostate cancer, pancreatic cancer and leukemia. In its oncolytic virus therapies program, the Company is undertaking clinical trials of CG0070 for recurrent bladder cancer and CG5757 for multiple types of cancer. In 2001, the Company spun out central nervous system gene therapy technology into Ceregene, Inc., in which it has a minority ownership position. Ceregene is continuing to develop gene therapies for the treatment of neurological disorders, including Alzheimer's disease, Parkinson's disease and Amyotrophic Lateral Sclerosis (ALS), commonly known as Lou Gehrig's disease. GVAX Cancer Immunotherapy Program The Company's GVAX immunotherapies are cancer treatments designed to stimulate the patient's immune system to effectively fight cancer. GVAX cancer immunotherapies are comprised of tumor cells that are genetically modified to secrete an immune-stimulating cytokine known as granulocyte-macrophage colony-stimulating factor (GM-CSF), and are then irradiated for safety. Cell Genesys is conducting two Phase III clinical trials in prostate cancer and Phase II trials in each of pancreatic cancer and leukemia. The Company initiated its Phase III clinical trials for GVAX immunotherapy for prostate cancer in July 2004 and June 2005, each under a Special Protocol Assessment (SPA) with the United States Food and Drug Administration (FDA). During 2005, the Company obtained encouraging Phase II data from several of its GVAX programs including prostate cancer, pancreatic cancer and leukemia. Oncolytic Virus Therapies Program The Company's oncolytic virus therapies program utilizes adenovirus, one of the viruses responsible for the common cold, to create viruses that can kill cancer cells. The virus is engineered to selectively replicate in targeted cancer cells, thereby killing these cells and leaving healthy normal cells largely unharmed. The virus replicates in cancer cells until the cancer cells can no longer contain the virus and burst. The tumor cell is destroyed and the newly created viruses are believed to spread to neighboring cancer cells to continue the cycle of viral replication and tumor cell destruction. In its oncolytic virus therapies program, which the Company is developing in part through a global alliance with Novartis AG (Novartis), Cell Genesys initiated a Phase I clinical trial of CG0070 in recurrent bladder cancer in April 2005. The Company also has other preclinical oncolytic virus therapy programs, including CG5757, which it is evaluating as potential therapies for multiple types of cancer. Aside from Novartis, Cell Genesys also entered into a gene therapy rights agreement with Abgenix, Inc. The agreement provides the Company with certain rights to utilize Abgenix's XenoMouse technology in the field of gene therapy. In addition, the Company has licensing agreements relating to its viral vector technologies. These agreements enable Cell Genesys to receive monetary reimbursement for providing viral vector technologies to companies that commercialize these technologies for the research market. Examples include agreements with the Clontech division of Becton, Dickinson and Company and with Invitrogen Corporation for specific vector technologies.

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