0001144204-07-021723 Sample Contracts

TO AS TRUSTEE INDENTURE
Cell Genesys Inc • May 1st, 2007 • Pharmaceutical preparations • New York
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and [ ], AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF
Preferred Stock Warrant Agreement • May 1st, 2007 • Cell Genesys Inc • Pharmaceutical preparations • New York

PREFERRED STOCK WARRANT AGREEMENT, dated as of between Cell Genesys, Inc., a Delaware corporation (the “COMPANY”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “WARRANT AGENT”).

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CELL GENESYS, INC. and , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF
Securities Warrant Agreement • May 1st, 2007 • Cell Genesys Inc • Pharmaceutical preparations • New York

DEBT SECURITIES WARRANT AGREEMENT, dated as of between Cell Genesys, Inc., a Delaware corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “WARRANT AGENT”).

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CELL GENESYS, INC. Issuer and
Deposit Agreement • May 1st, 2007 • Cell Genesys Inc • Pharmaceutical preparations • New York

DEPOSIT AGREEMENT, dated as of [ ] among Cell Genesys, Inc., a Delaware corporation, [ ], a under the laws of the State of [ ], as Depositary, and all holders from time to time of Receipts issued hereunder.

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CELL GENESYS, INC. AND , AS WARRANT AGENT FORM OF DEPOSITARY SHARES WARRANT AGREEMENT DATED AS OF
Warrant Agreement • May 1st, 2007 • Cell Genesys Inc • Pharmaceutical preparations • New York

DEPOSITARY SHARES WARRANT AGREEMENT, dated as of between Cell Genesys, Inc., a Delaware corporation (the “COMPANY”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “WARRANT AGENT”).

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AND [ ], AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF
Warrant Agreement • May 1st, 2007 • Cell Genesys Inc • Pharmaceutical preparations • New York

COMMON STOCK WARRANT AGREEMENT, dated as of [ ]between Cell Genesys, Inc., a Delaware corporation (the “COMPANY”) and [ ], a [corporation] [national banking association] organized and existing under the laws of [ ] and having a corporate trust office in [ ], as warrant agent (the “WARRANT AGENT”).

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