PURPOSE

It is the policy of Cell Genesys, Inc. (the "Company") that all disclosures made by the Company to its security holders or the investment community should be accurate and complete and fairly present the Company's financial condition and results of operations in all material respects, and should be made on a timely basis as required by applicable laws and stock exchange requirements. The Disclosure Committee shall have responsibility for oversight of the accuracy and timeliness of the disclosures made by the Company.

STRUCTURE

1. Membership. The membership of the Disclosure Committee shall initially consist of the Company's Chief Executive Officer, President, Chief Financial Officer and Director, Corporate Communications and Investor Relations.
2. Meetings. The Disclosure Committee shall meet as frequently as circumstances dictate and in any event, meet prior to filing of the Periodic Reports (as defined below) to (i) ensure the accuracy and completeness of the Disclosure Statements (as defined below) and (ii) evaluate the Disclosure Controls (as defined below) and determine whether any changes to the Disclosure Controls are necessary or advisable in connection with the preparation of the Company's upcoming Periodic Reports or other Disclosure Statements, taking into account developments since the most recent Disclosure Committee meeting, including changes in the Company's organization and business lines and any change in economic or industry conditions.
   

RESPONSIBILITIES

The Disclosure Committee shall have responsibility for oversight of the accuracy and timeliness of the disclosures made by the Company by being responsible for the following tasks:

1. Design and establish controls and other procedures (which may include procedures currently used by the Company) that are designed to ensure that (i) information required by the Company to be disclosed to the Securities and Exchange Commission ("SEC") and other written information that the Company will disclose to the investment community is recorded, processed, summarized and reported accurately and on a timely basis, and (ii) information is accumulated and communicated to management as appropriate to allow timely decisions regarding such required disclosure ("Disclosure Controls").
2. Monitor the integrity and effectiveness of the Company's Disclosure Controls.
3. Review and supervise the preparation of the Company's (i) periodic and current reports, proxy statements, registration statements and any other information filed with the SEC, (ii) press releases containing financial information, earnings guidance, information about collaborations, information about clinical trials or regulatory matters, information about material acquisitions or dispositions or other information material to the Company's security holders, and (iii) presentations to analysts and the investment community (collectively, the "Disclosure Statements").
4. Evaluate the effectiveness of the Company's Disclosure Controls within 90 days prior to the filing of the Company's Annual Report on Form 10-K and each Quarterly Report on Form 10-Q (collectively, the "Periodic Reports").
5. Provide certifications as may be requested by the executive officers in connection with the filing of the Company’s Periodic Reports with the SEC.
6. Report to and consult with the Company's Board of Directors and its Audit Committee as needed.
7. The Disclosure Committee shall base the design, implementation and evaluation of the Disclosure Controls on the following:
   
   
   • Establishing a Control Environment. The Disclosure Committee shall focus on monitoring and evaluating the integrity, ethical values and competence of the Company's officers and employees, management's philosophy and operating style; the manner in which management assigns authority and responsibility and organizes and develops the Company's employees; and the attention and direction provided by the Company's Board of Directors and its Audit Committee;
   • Disclosure Related Risk Assessment. The Disclosure Committee shall stress the identification and analysis of relevant risks to achievement of accurate and timely disclosure and help form a basis for determining how the risks should be managed;
   • Control Activities. The Disclosure Committee shall ensure that necessary actions are taken to address risks to achievement of the objectives;
   • Information and Communication. The Disclosure Committee shall incorporate steps that ensure information is delivered and communication efficiently flows down, across and up the organization; and
   • Monitoring. The Disclosure Committee shall assess the quality of the disclosure system over time through ongoing monitoring and separate evaluations, including through regular management supervision.

In discharging its duties, the Disclosure Committee shall have full access to all Company books, records, facilities, and personnel, including the internal auditors.

The Disclosure Committee shall have the authority to delegate its functions to a subcommittee thereof.

The Disclosure Committee shall perform such other functions and have such other powers as may be necessary or convenient in the efficient discharge of the foregoing.

OTHER Responsibilities

The Disclosure Committee shall annually review the performance of the Disclosure Committee, and review and reassess this Charter periodically and recommend any proposed changes to the Board of Directors for approval.