CELL GENESYS INC
EXHIBIT
<DOCUMENT>
<TYPE>EX-10.18
<SEQUENCE>5
<FILENAME>exh10-18.htm
<DESCRIPTION>EXHIBIT
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<TITLE>12312001 Form 10-K Exhbit 10.18</TITLE>
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<B><p align="right">
                                            Exhibit 10.18</P></B>


<B><P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">Credit Agreement</P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="CENTER">between</P>
<P ALIGN="CENTER">CELL GENESYS, INC.</P>
<P ALIGN="CENTER">and</P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="CENTER">FLEET NATIONAL BANK</P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="CENTER">Dated as of December 27, 2001</P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="CENTER">TABLE OF CONTENTS </P></B>
<TABLE BORDER=0 CELLSPACING=1 CELLPADDING=7 WIDTH=650>
<TR><TD VALIGN="TOP">
<B><U><FONT SIZE=2><P ALIGN="JUSTIFY">ARTICLE 1. -
DEFINITIONS</U>&#9;</B></FONT><A HREF="#_Toc532049385">*</A> </P>
<FONT SIZE=2><P>1.1</FONT>&#9;<FONT SIZE=2>Defined Terms&#9;</FONT><A
HREF="#_Toc532049386">*</A></P>
<FONT SIZE=2><P>1.2</FONT>&#9;<FONT SIZE=2>Accounting Terms&#9;</FONT><A
HREF="#_Toc532049387">*</A></P>
<B><U><FONT SIZE=2><P>ARTICLE 2. - LOANS</U>&#9;</B></FONT><A
HREF="#_Toc532049388">*</A></P>
<FONT SIZE=2><P>2.1</FONT>&#9;<FONT SIZE=2>Term Loan Commitment&#9;</FONT><A
HREF="#_Toc532049389">*</A></P>
<FONT SIZE=2><P>2.2</FONT>&#9;<FONT SIZE=2>Term Loan Borrowing
Request&#9;</FONT><A HREF="#_Toc532049390">*</A></P>
<FONT SIZE=2><P>2.3</FONT>&#9;<FONT SIZE=2>Term Loan Prepayment&#9;</FONT><A
HREF="#_Toc532049391">*</A></P>
<FONT SIZE=2><P>2.4</FONT>&#9;<FONT SIZE=2>Term Note and Records&#9;</FONT><A
HREF="#_Toc532049392">*</A></P>
<FONT SIZE=2><P>2.5</FONT>&#9;<FONT SIZE=2>Term Loan Proceeds&#9;</FONT><A
HREF="#_Toc532049393">*</A></P>
<FONT SIZE=2><P>2.6</FONT>&#9;<FONT SIZE=2>Reduction or Termination of Term Loan
Commitment&#9;</FONT><A HREF="#_Toc532049394">*</A></P>
<FONT SIZE=2><P>2.7</FONT>&#9;<FONT SIZE=2>Facility Fee.&#9;</FONT><A
HREF="#_Toc532049395">*</A></P>
<FONT SIZE=2><P>2.8</FONT>&#9;<FONT SIZE=2>Debit of Accounts.&#9;</FONT><A
HREF="#_Toc532049396">*</A></P>
<FONT SIZE=2><P>2.8</FONT>&#9;<FONT SIZE=2>Application of Payments.&#9;</FONT><A
HREF="#_Toc532049397">*</A></P>
<B><U><FONT SIZE=2><P>ARTICLE 3. - REPRESENTATIONS AND
WARRANTIES</U>&#9;</B></FONT><A HREF="#_Toc532049398">*</A></P>
<FONT SIZE=2><P>3.1</FONT>&#9;<FONT SIZE=2>Financial Condition&#9;</FONT><A
HREF="#_Toc532049399">*</A></P>
<FONT SIZE=2><P>3.2</FONT>&#9;<FONT SIZE=2>Organization, Existence, Good
Standing&#9;</FONT><A HREF="#_Toc532049400">*</A></P>
<FONT SIZE=2><P>3.3</FONT>&#9;<FONT SIZE=2>Subsidiaries;
Capitalization&#9;</FONT><A HREF="#_Toc532049401">*</A></P>
<FONT SIZE=2><P>3.4</FONT>&#9;<FONT SIZE=2>Power and Authority&#9;</FONT><A
HREF="#_Toc532049402">*</A></P>
<FONT SIZE=2><P>3.5</FONT>&#9;<FONT SIZE=2>Legal, Valid, Binding
Obligation&#9;</FONT><A HREF="#_Toc532049403">*</A></P>
<FONT SIZE=2><P>3.6</FONT>&#9;<FONT SIZE=2>Consents&#9;</FONT><A
HREF="#_Toc532049404">*</A></P>
<FONT SIZE=2><P>3.7</FONT>&#9;<FONT SIZE=2>No Legal Bar&#9;</FONT><A
HREF="#_Toc532049405">*</A></P>
<FONT SIZE=2><P>3.8</FONT>&#9;<FONT SIZE=2>No Litigation&#9;</FONT><A
HREF="#_Toc532049406">*</A></P>
<FONT SIZE=2><P>3.9</FONT>&#9;<FONT SIZE=2>No Default&#9;</FONT><A
HREF="#_Toc532049407">*</A></P>
<FONT SIZE=2><P>3.10</FONT>&#9;<FONT SIZE=2>Assets, No Liens;&#9;</FONT><A
HREF="#_Toc532049408">*</A></P>
<FONT SIZE=2><P>3.11</FONT>&#9;<FONT SIZE=2>No Burdensome
Restrictions&#9;</FONT><A HREF="#_Toc532049409">*</A></P>
<FONT SIZE=2><P>3.12</FONT>&#9;<FONT SIZE=2>Taxes&#9;</FONT><A
HREF="#_Toc532049410">*</A></P>
<FONT SIZE=2><P>3.13</FONT>&#9;<FONT SIZE=2>Regulation U, Etc.&#9;</FONT><A
HREF="#_Toc532049411">*</A></P>
<FONT SIZE=2><P>3.14</FONT>&#9;<FONT SIZE=2>ERISA&#9;</FONT><A
HREF="#_Toc532049412">*</A></P>
<FONT SIZE=2><P>3.15</FONT>&#9;<FONT SIZE=2>Investment Company Act,
Etc.&#9;</FONT><A HREF="#_Toc532049413">*</A></P>
<FONT SIZE=2><P>3.16</FONT>&#9;<FONT SIZE=2>Indebtedness&#9;</FONT><A
HREF="#_Toc532049414">*</A></P>
<FONT SIZE=2><P>3.17</FONT>&#9;<FONT SIZE=2>Contingent Liabilities&#9;</FONT><A
HREF="#_Toc532049415">*</A></P>
<FONT SIZE=2><P>3.18</FONT>&#9;<FONT SIZE=2>Chief Place of Business; Locations
of Books and Records; Locations of Assets&#9;</FONT><A
HREF="#_Toc532049416">*</A></P>
<FONT SIZE=2><P>3.19</FONT>&#9;<FONT SIZE=2>Laws Including Environmental and
Safety Matters&#9;</FONT><A HREF="#_Toc532049417">*</A></P>
<FONT SIZE=2><P>3.20</FONT>&#9;<FONT SIZE=2>Intellectual Property&#9;</FONT><A
HREF="#_Toc532049418">*</A></P>
<FONT SIZE=2><P>3.21</FONT>&#9;<FONT SIZE=2>Negative Pledges&#9;</FONT><A
HREF="#_Toc532049419">*</A></P>
<FONT SIZE=2><P>3.22</FONT>&#9;<FONT SIZE=2>Full Disclosure&#9;</FONT><A
HREF="#_Toc532049420">*</A></P>
<B><U><FONT SIZE=2><P>ARTICLE 4. - AFFIRMATIVE COVENANTS</U>&#9;</B></FONT><A
HREF="#_Toc532049421">*</A></P>
<FONT SIZE=2><P>4.1</FONT>&#9;<FONT SIZE=2>Financial Statements and Other
Documents&#9;</FONT><A HREF="#_Toc532049422">*</A></P>
<FONT SIZE=2><P>4.2</FONT>&#9;<FONT SIZE=2>Existence; Compliance with Laws;
Etc.&#9;</FONT><A HREF="#_Toc532049423">*</A></P>
<FONT SIZE=2><P>4.3</FONT>&#9;<FONT SIZE=2>Maintain Property&#9;</FONT><A
HREF="#_Toc532049424">*</A></P>
<FONT SIZE=2><P>4.4</FONT>&#9;<FONT SIZE=2>Insurance&#9;</FONT><A
HREF="#_Toc532049425">*</A></P>
<FONT SIZE=2><P>4.5</FONT>&#9;<FONT SIZE=2>Notice of Material
Events&#9;</FONT><A HREF="#_Toc532049426">*</A></P>
<FONT SIZE=2><P>4.6</FONT>&#9;<FONT SIZE=2>Deposit Accounts&#9;</FONT><A
HREF="#_Toc532049427">*</A></P>
<FONT SIZE=2><P>4.7</FONT>&#9;<FONT SIZE=2>Liquid Collateral&#9;</FONT><A
HREF="#_Toc532049428">*</A></P>
<B><U><FONT SIZE=2><P>ARTICLE 5. - NEGATIVE COVENANTS</U>&#9;</B></FONT><A
HREF="#_Toc532049429">*</A></P>
<FONT SIZE=2><P>5.1</FONT>&#9;<FONT SIZE=2>Indebtedness&#9;</FONT><A
HREF="#_Toc532049430">*</A></P>
<FONT SIZE=2><P>5.2</FONT>&#9;<FONT SIZE=2>Contingent Liabilities&#9;</FONT><A
HREF="#_Toc532049431">*</A></P>
<FONT SIZE=2><P>5.3</FONT>&#9;<FONT SIZE=2>Limitation on Liens&#9;</FONT><A
HREF="#_Toc532049432">*</A></P>
<FONT SIZE=2><P>5.4</FONT>&#9;<FONT SIZE=2>Mergers; Dissolution; Disposals or
Acquisitions&#9;</FONT><A HREF="#_Toc532049433">*</A></P>
<FONT SIZE=2><P>5.5</FONT>&#9;<FONT SIZE=2>Investments and Loans&#9;</FONT><A
HREF="#_Toc532049434">*</A></P>
<FONT SIZE=2><P>5.6</FONT>&#9;<FONT SIZE=2>Dividends&#9;</FONT><A
HREF="#_Toc532049435">*</A></P>
<FONT SIZE=2><P>5.7</FONT>&#9;<FONT SIZE=2>Transactions with
Affiliates&#9;</FONT><A HREF="#_Toc532049436">*</A></P>
<FONT SIZE=2><P>5.8</FONT>&#9;<FONT SIZE=2>Negative Pledge&#9;</FONT><A
HREF="#_Toc532049437">*</A></P>
<FONT SIZE=2><P>5.9</FONT>&#9;<FONT SIZE=2>Lines of Business&#9;</FONT><A
HREF="#_Toc532049438">*</A></P>
<B><U><FONT SIZE=2><P>ARTICLE 6. - CONDITIONS PRECEDENT</U>&#9;</B></FONT><A
HREF="#_Toc532049439">*</A></P>
<FONT SIZE=2><P>6.1</FONT>&#9;<FONT SIZE=2>Conditions of Initial Extension of
Credit&#9;</FONT><A HREF="#_Toc532049440">*</A></P>
<FONT SIZE=2><P>6.2</FONT>&#9;<FONT SIZE=2>Conditions of All Loans&#9;</FONT><A
HREF="#_Toc532049441">*</A></P>
<B><U><FONT SIZE=2><P>ARTICLE 7. - EVENTS OF DEFAULT</U>&#9;</B></FONT><A
HREF="#_Toc532049442">*</A></P>
<FONT SIZE=2><P>7.1</FONT>&#9;<FONT SIZE=2>Events of Default&#9;</FONT><A
HREF="#_Toc532049443">*</A></P>
<FONT SIZE=2><P>7.2</FONT>&#9;<FONT SIZE=2>Lender's Remedies&#9;</FONT><A
HREF="#_Toc532049444">*</A></P>
<FONT SIZE=2><P>7.3</FONT>&#9;<FONT SIZE=2>Cross Default&#9;</FONT><A
HREF="#_Toc532049445">*</A></P>
<FONT SIZE=2><P>7.4</FONT>&#9;<FONT SIZE=2>Setoff&#9;</FONT><A
HREF="#_Toc532049446">*</A></P>
<B><U><FONT SIZE=2><P>ARTICLE 8. - MISCELLANEOUS</U>&#9;</B></FONT><A
HREF="#_Toc532049447">*</A></P>
<FONT SIZE=2><P>8.1</FONT>&#9;<FONT SIZE=2>Notices&#9;</FONT><A
HREF="#_Toc532049448">*</A></P>
<FONT SIZE=2><P>8.2</FONT>&#9;<FONT SIZE=2>No Waiver of Rights&#9;</FONT><A
HREF="#_Toc532049449">*</A></P>
<FONT SIZE=2><P>8.3</FONT>&#9;<FONT SIZE=2>Obligations Absolute; Cumulative
Remedies&#9;</FONT><A HREF="#_Toc532049450">*</A></P>
<FONT SIZE=2><P>8.4</FONT>&#9;<FONT SIZE=2>Successors&#9;</FONT><A
HREF="#_Toc532049451">*</A></P>
<FONT SIZE=2><P>8.5</FONT>&#9;<FONT SIZE=2>Participants&#9;</FONT><A
HREF="#_Toc532049452">*</A></P>
<FONT SIZE=2><P>8.6</FONT>&#9;<FONT SIZE=2>Governing Law&#9;</FONT><A
HREF="#_Toc532049453">*</A></P>
<FONT SIZE=2><P>8.7</FONT>&#9;<FONT SIZE=2>Submission to Jurisdiction; Waiver of
Trial by Jury.&#9;</FONT><A HREF="#_Toc532049454">*</A></P>
<FONT SIZE=2><P>8.8</FONT>&#9;<FONT SIZE=2>Complete Agreement,
Amendments&#9;</FONT><A HREF="#_Toc532049455">*</A></P>
<FONT SIZE=2><P>8.9</FONT>&#9;<FONT SIZE=2>Expenses&#9;</FONT><A
HREF="#_Toc532049456">*</A></P>
<FONT SIZE=2><P>8.10</FONT>&#9;<FONT SIZE=2>Indemnification&#9;</FONT><A
HREF="#_Toc532049457">*</A></P>
<FONT SIZE=2><P>8.11</FONT>&#9;<FONT SIZE=2>Survival of Agreements&#9;</FONT><A
HREF="#_Toc532049458">*</A></P>
<FONT SIZE=2><P>8.12</FONT>&#9;<FONT SIZE=2>Severability&#9;</FONT><A
HREF="#_Toc532049459">*</A></P>
<FONT SIZE=2><P>8.13</FONT>&#9;<FONT SIZE=2>Descriptive Headings&#9;</FONT><A
HREF="#_Toc532049460">*</A></P>
<FONT SIZE=2><P>8.14</FONT>&#9;<FONT SIZE=2>Counterparts&#9;</FONT><A
HREF="#_Toc532049461">*</A></P>
<FONT SIZE=2><P>8.15</FONT>&#9;<FONT SIZE=2>Pledge to Federal
Reserve&#9;</FONT><A HREF="#_Toc532049462">*</A></P>
<FONT SIZE=2><P>8.16</FONT>&#9;<FONT SIZE=2>Lost Note&#9;</FONT><A
HREF="#_Toc532049463">*</A></TD>
</TR>
</TABLE>

<P ALIGN="JUSTIFY">&nbsp;</P>
<U> <P>SCHEDULES AND EXHIBITS</P>
</U><P>Schedule 1&#9;(Definitions)</P>
<P>Schedule 3.3&#9;(Subsidiaries, Investments, Joint Ventures, Capitalization)</P>
<P>Schedule 3.6&#9;(Consents and Approvals)</P>
<P>Schedule 3.8&#9;(Litigation)</P>
<P>Schedule 3.11&#9;(Burdensome Restrictions)</P>
<P>SCHEDULE 3.18 (LOCATION OF ASSETS)</P>
<P>SCHEDULE 3.20&#9;(INTELLECTUAL PROPERTY DISCLOSURE)</P>
<P>Schedule 3.21&#9;(Existing Negative pledges)</P>
<P>Schedule 5.1&#9;(Disclosed Indebtedness)</P>
<P>SCHEDULE 5.2&#9;(CONTINGENT LIABILITIES)</P>
<P>Schedule 5.3&#9;(Disclosed Liens)</P>
<P>Schedule 5.5&#9;(Investment policy)</P>
<P>Exhibit A - TERM NOTE</P>
<P>Exhibit B <FONT SIZE=2>- </FONT>Compliance Certificate</P>
<P>Exhibit C - PLEDGE AGREEMENT</P>


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<HR width="85%">
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<B><P ALIGN="CENTER">Credit Agreement</P>
</B><P ALIGN="JUSTIFY">CREDIT AGREEMENT dated as of December 27, 2001 between
CELL GENESYS, INC., a Delaware corporation ("Borrower"), with a principal place
of business at 342 Lakeside Drive, Foster City, California 94404 and FLEET
NATIONAL BANK, a national banking association ("Lender"), with an address at 100
Federal Street, Boston, MA 02110.</P>
<P ALIGN="JUSTIFY">WHEREAS, Borrower has requested that Lender provide it with a
multi-draw term loan facility;</P>
<P ALIGN="JUSTIFY">WHEREAS, Lender is willing, on the terms and subject to the
conditions in this Agreement, to make such a credit facility available to
Borrower;</P>
<P ALIGN="JUSTIFY">NOW, THEREFORE, in consideration of the mutual promises
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are acknowledged, Lender and Borrower agree as follows:</P>
<U><P ALIGN="CENTER">ARTICLE 1. - DEFINITIONS</P>
</U><P ALIGN="JUSTIFY">1.1&#9;<U>Defined Terms</U>. Unless otherwise defined
herein, the capitalized terms, as used in this Agreement, shall have the
meanings as set forth on <U>Schedule 1</U> hereto.</P>
<P ALIGN="JUSTIFY">1.2&#9;<U>Accounting Terms</U>. All accounting terms not
specifically defined herein shall be interpreted and all financial statements
and reports as to financial matters required to be delivered to Lender hereunder
shall be prepared in accordance with GAAP consistently applied with those used
in the preparation of the audited and quarterly financial statements furnished
to Lender in connection with the initial Loans issued on the Initial Borrowing
Date.</P>
<U><P ALIGN="CENTER">ARTICLE 2. - TERM LOANS</P>
</U><P ALIGN="JUSTIFY">2.1&#9;<U>Term Loan Commitment</U>. Subject to the terms
and conditions hereof, Lender agrees to make the Term Loans to the Borrower from
time to time during the Term Loan Commitment Period, provided, however, that,
except as provided in the Term Note, each Term Loan request shall be in a
minimum amount of $500,000 and shall not exceed the Purchased Equipment Cost.
Not more than one such Term Loan request shall be made in calendar month<B>
</B>and the aggregate principal amount of all Term Loans shall not exceed the
Borrowing Limit.</P>
<P ALIGN="JUSTIFY">2.2&#9;<U>Term Loan Borrowing Request</U>. Subject to the
terms and conditions hereof and the Term Note, Borrower may borrow under the
Term Loan Commitment during the Term Loan Commitment Period on any Business Day.
Borrower may request Term Loans from time to time by submitting irrevocable Loan
requests in such form and manner as Lender may require or permit signed by an
Authorized Representative of Borrower, specifying the amount to be borrowed, the
requested Borrowing Date, together with a completed Notice of Rate Selection (as
defined in the Term Note). The Borrower shall deliver on or before the first
anniversary of the Initial Borrowing Date copies of invoices and such
information Lender may reasonably request concerning the Purchased Equipment for
which invoices are being submitted for reimbursement with the proceeds of such
Term Loans. Except as otherwise agreed by Lender, the proceeds of all Term Loans
will be made available to Borrower by Lender by crediting Borrower's deposit
account(s) with Lender.</P>
<P ALIGN="JUSTIFY">2.3&#9;<U>Term Loan Prepayment.</U> Amounts borrowed as Term
Loans which are paid or prepaid by the Borrower may not be reborrowed. Term
Loans may be prepaid to the extent and in the manner permitted under the Term
Note.</P>
<P ALIGN="JUSTIFY">2.4&#9;<U>Term Note and Records.</U> The Term Loans shall be
evidenced by the Term Note and shall bear interest and be payable as set forth
therein. Lender shall maintain records of each (i) Term Loan and (ii) payments
of principal balance of Term Loans. The Lender's records shall constitute
<U>prima</U> <U>facie</U> evidence of the accuracy of the information recorded
therein and in the event that Borrower fails to object, within thirty (30) days
of receipt of Lender's periodic reports to Borrower with respect to Term Loans,
the information in such reports shall be conclusive and binding as against
Borrower; <U>provided</U>, <U>however</U>, that any failure by Lender to
maintain such records or furnish such reports shall not affect the obligations
of Borrower under the Note or this Agreement.</P>
<P ALIGN="JUSTIFY">2.5&#9;<U>Term Loan Proceeds</U>. Borrower shall use the
proceeds of the Term Loans to acquire Purchased Equipment (in compliance with
all applicable legal and regulatory requirements, including, without limitation,
Regulations U and X and the Securities Act of 1933 and the Securities Exchange
Act of 1934); <U>provided</U> that Lender shall have no responsibility as to the
use of any of such proceeds.</P>
<P ALIGN="JUSTIFY">2.6&#9;<U>Reduction or Termination of Term Loan
Commitment</U>. </P>
<P ALIGN="JUSTIFY">(a)&#9;The Borrower may permanently reduce, from time to
time, the Term Loan Limit by giving Lender not less than five (5)<B>
</B>Business Days prior notice and prior to the reduction date prepay the Term
Loans to the extent the outstanding amount of the Term Loans exceed the
Borrowing Limit (taking into account the reduced Term Loan Limit), provided,
however, that, (i) each such reduction shall be an amount that is at least
$5,000,000<B> </B>or any greater amount in multiples of $1,000,000, and (ii) no
reduction shall be effective if the amount of the Term Loans as of the proposed
reduction date exceeds the amount of the Term Loan Limit (taking into account
the proposed reduced Term Loan Limit).</P>
<P ALIGN="JUSTIFY">(b)&#9;To terminate the Term Loan Commitment, Borrower shall
give Lender not less than five (5) Business Days prior notice and on the
Termination Date prepay in full all Term Loans together with accrued interest,
fees, and charges thereon to the date of prepayment, including, without
limitation, any loss, cost or expense including yield maintenance fees (as
defined in the Note) due hereunder or under the Note. As set forth in Article 7,
the Term Loan Commitment may be terminated by Lender or shall terminate
automatically as set forth therein.</P>
<P ALIGN="JUSTIFY">2.7&#9;<U>Facility Fee</U>. Borrower shall pay to Lender a
closing fee in the total amount of $150,000, of which (i) $25,000 has previously
been paid by the Borrower and earned by the Lender, and (ii) $125,000 shall be
fully earned and paid on the date hereof.</P>
<P ALIGN="JUSTIFY">2.8&#9;<U>Debit of Accounts</U>. Lender may, at its election,
without any obligation on the part of the Lender, effect payment of all amounts
due, or any portion thereof, from Borrower under this Agreement, the Note or the
other Loan Documents, by debiting from time to time any of the Borrower's
deposit or other accounts maintained at the Lender.</P>
<P ALIGN="JUSTIFY">2.9&#9;<U>Application of Payments</U>. All payments shall be
applied first to the payment of all fees, expenses and other amounts due to the
Lender (excluding principal and interest, then to accrued interest, and the
balance on account of outstanding principal; provided, however, that after an
Event of Default and during the continuance thereof, payments will be applied to
the obligations of Borrower to Lender as Lender determines in its sole
discretion.</P>
<U><P ALIGN="CENTER">ARTICLE 3. - REPRESENTATIONS AND WARRANTIES</P>
</U><P ALIGN="JUSTIFY">In order to induce Lender to enter into this Agreement
and to make the Loans, Borrower represents and warrants to Lender, except as
otherwise set forth in a schedule attached hereto and made a part hereof,
that:</P>
<P ALIGN="JUSTIFY">3.1&#9;<U>Financial Condition</U>. The financial statements
contained in the Borrower's filing on form 10-K dated April 2, 2001 and filing
on form 10-Q dated November 14, 2001 present fairly the Consolidated and
consolidating financial position of Borrower and its Subsidiaries as of the
dates thereof and its and their results of operations, shareholders' equity and
cash flows for the periods then ended. All such financial statements and
information, including any related schedules and notes, and any other financial
information or statements furnished in accordance herewith, have been prepared
in accordance with GAAP, subject only in the case of unaudited interim financial
statements to normal year-end audit adjustments and the absence of footnotes. In
the case of each Loan, the representations and warranties in this Section shall
be deemed to have been made in respect of the then most recent financial
statements of Borrower furnished to Lender pursuant to Section 4.1.</P>
<P ALIGN="JUSTIFY">3.2&#9;<U>Organization, Existence, Good Standing</U>. Each of
Borrower and its Subsidiaries: (i) is duly organized, validly existing and in
good standing as a corporation under the laws of the State of Delaware, except
that Calydon, Inc. is duly organized, validly existing and in good standing as a
corporation under the laws of the State of California, (ii) has obtained all
licenses, permits, approvals and consents and has filed all registrations
necessary for the lawful operation of its business, except where the failure to
so obtain would not have a Material Adverse Effect, (iii) has the corporate
power and authority and the legal right to own, lease and operate its property
and to conduct the business in which it is currently engaged, and (iv) is duly
qualified to do business and is licensed and in good standing as a foreign
corporation under the laws of each jurisdiction where its ownership, lease or
operation of property or the conduct of its business requires such
qualification, except where the failure to be so qualified would not have a
Material Adverse Effect. </P>
<P ALIGN="JUSTIFY">3.3&#9;<U>Subsidiaries; Capitalization</U>. Except as set
forth on <U>Schedule 3.3</U>, Borrower has no Subsidiaries, Investments or Joint
Ventures in or with any other Person. <U>Schedule 3.3</U> lists all entities
and/or persons with whom Borrower or any Subsidiary ever consolidated or merged,
or from whom Borrower or any Subsidiary ever acquired in a single transaction or
in a series of related transactions substantially all of such entity's or
person's assets or substantially all of the capital stock of an entity or
person. As of the date hereof, except as set forth on <U>Schedule 3.3</U>, no
Person owns beneficially or of record more than twenty percent (20%) of the
issued and outstanding voting common stock of the Borrower. Except as set forth
on <U>Schedule 3.3, </U>Borrower owns all of the issued and outstanding shares
of capital stock or other equity securities of its Subsidiaries.</P>
<P ALIGN="JUSTIFY">3.4&#9;<U>Power and Authority</U>. Borrower has (i) full
corporate power, authority and legal right to execute, deliver and perform its
obligations under the Loan Documents to which it is a party and to borrow
hereunder, (ii) taken all necessary actions to authorize the execution, delivery
and performance by it of each Loan Document to which it is a party and to
authorize its borrowings hereunder, and (iii) caused to be duly executed and
delivered on behalf of the Borrower each of the Loan Documents to which Borrower
is a party.</P>
<P ALIGN="JUSTIFY">3.5&#9;<U>Legal, Valid, Binding Obligation</U>. Each of the
Loan Documents and each agreement, certificate, document, instrument or other
paper delivered pursuant thereto, to which Borrower is a party, constitutes the
legal, valid, and binding obligation of Borrower enforceable against Borrower in
accordance with its terms, except as enforcement may be limited by equitable
principles and by bankruptcy, insolvency, reorganization, moratorium, or similar
laws relating to creditors rights generally.</P>
<P ALIGN="JUSTIFY">3.6&#9;<U>Consents</U>. No consent, permit, license,
approval, authorization or other action of, or registration, declaration or
filing with or notice to, any governmental authority, bureau or agency or any
other Person is required in connection with the execution, delivery or
performance by Borrower, or the validity or enforceability against Borrower, of
any Loan Document to which it is a party, except for UCC financing statements to
be filed in connection with the Collateral and the consents and approvals set
forth on <U>Schedule 3.6</U>, all of which have been obtained.</P>
<P ALIGN="JUSTIFY">3.7&#9;<U>No Legal Bar</U>. The execution, delivery and
performance by Borrower of the Loan Documents, and each agreement, certificate,
document, instrument or other paper delivered pursuant thereto, to which
Borrower is a party, does not and will not conflict with or cause a breach of
any provision of any existing law, rule or regulation, order, judgment, award or
decree of any court, arbitrator or governmental authority, bureau or agency, or
of the Certificate of Incorporation or Bylaws of, or any security issued by,
Borrower, or of any material mortgage, deed of trust, indenture, lease, contract
or other agreement or undertaking to which Borrower, is a party or by which any
of the properties of Borrower, may be bound, and will not result in the creation
or imposition of any Lien on any of its revenues or properties, except in favor
of Lender.</P>
<P ALIGN="JUSTIFY">3.8&#9;<U>No Litigation</U>. Except as set forth on
<U>Schedule 3.8</U>, no litigation, investigation or other proceeding of or
before any court, arbitrator or governmental authority is currently pending nor,
to the knowledge of Borrower, threatened against Borrower, any of its
Subsidiaries or its properties which, if adversely determined, could reasonably
be expected to have a Material Adverse Effect.</P>
<P ALIGN="JUSTIFY">3.9&#9;<U>No Default</U>. Neither Borrower nor any of its
Subsidiaries is in default in any respect in the payment or performance of any
of its obligations for monies borrowed or under any mortgage, deed of trust,
indenture, lease, contract or other agreement or undertaking to which it is a
party or by which it or any of its property may be bound or affected and no
Default or Event of Default has occurred and is continuing. Neither Borrower nor
any of its Subsidiaries is in default under any order, award or decree of any
court, arbitrator or governmental authority binding upon or affecting it or by
which any of its property may be bound or affected, and no such order, award or
decree has or could reasonably be expected to have a Material Adverse
Effect.</P>
<P ALIGN="JUSTIFY">3.10&#9;<U>Assets, No Liens</U>. Borrower and each of its
Subsidiaries has good and marketable title to, or valid leasehold interest in,
all of its real property and good title to all its personal property, including
assets carried on its books and reflected in the financial statements furnished
to Lender herewith, subject to no Liens except for (i) Liens permitted under
Section 5.3 hereof, or (ii) inventory sold or otherwise disposed of in the
ordinary course of its business.</P>
<P ALIGN="JUSTIFY">3.11&#9;<U>No Burdensome Restrictions</U>. Except as set
forth in <U>Schedule 3.11</U>, neither Borrower nor any of its Subsidiaries is a
party to or bound by any contract, agreement or instrument or subject to any
corporate restriction (including any restriction set forth in its charter or
Bylaws) or subject to any legal requirement or restriction that would have a
Material Adverse Effect.</P>
<P ALIGN="JUSTIFY">3.12&#9;<U>Taxes</U>. All federal, state, local and other tax
reports and returns which are required to be filed by Borrower and its
Subsidiaries have been filed, except where extensions have been properly
obtained, and Borrower and its Subsidiaries have paid or made adequate provision
for all taxes, interest and penalties shown to be due and payable on such
returns or on any assessments made against it or any of its property and all
other taxes, fees or other charges imposed on it or any of its property by any
governmental authority, including, without limitation, all payroll withholding
taxes, have been paid and no tax liens have been filed and no claims are being
asserted with respect to any such taxes, fees or other charges.</P>
<P ALIGN="JUSTIFY">3.13&#9;<U>Regulation U, Etc</U>. Neither Borrower nor any of
its Subsidiaries is engaged or will engage, principally or as one of its
important activities, in the business of extending credit for the purpose of
"purchasing" or "carrying" any "margin stock" (within the respective meanings of
each of the quoted terms under Regulations U, T, or X of the Board of Governors
of the Federal Reserve System and any successors thereto as now and from time to
time hereafter in effect), and the proceeds of any Loan hereunder shall not be
used for "purchasing" or "carrying" any "margin stock" as so defined, or for any
purpose which violates, or which would be inconsistent with, the provisions of
Regulation U of the Federal Reserve Board.</P>
<P ALIGN="JUSTIFY">3.14&#9;<U>ERISA</U>. The Borrower, all Commonly Controlled
Entities, and all their Plans are and have been in substantial compliance with
the provisions of, to the extent applicable, ERISA, the qualification
requirements of IRC Section 401(a), and the published interpretations
thereunder. No notice of intent to terminate any such Plan has been filed under
Section 4041 of ERISA, nor has any such Plan been terminated under Section
4041(e) of ERISA which resulted in substantial liability to Borrower or any of
its Commonly Controlled Entities. The PBGC has not instituted proceedings to
terminate, or appoint a trustee to administer, any such Plan and no event has
occurred or condition exists which might constitute grounds under Section 4042
of ERISA for the termination of, or the appointment of a trustee to administer
any such Plan. Neither Borrower nor any Commonly Controlled Entities would be
liable for any amount pursuant to Sections 4063 or 4064 of ERISA if all such
Plans terminated as of the most recent valuation dates of such Plans. Neither
Borrower nor any Commonly Controlled Entities have: withdrawn from a
Multiemployer Plan during a plan year for which it was a substantial employer,
as defined in Section 4001(a)(2) of ERISA; or failed to make a payment to a Plan
required under Section 302(f)(1) of ERISA such that security would have to be
provided pursuant to Section 307 of ERISA. No lien upon the assets of Borrower
or any of its Subsidiaries has arisen with respect to any such Plan. To the best
knowledge of Borrower, no Prohibited Transaction or Reportable Event has
occurred with respect to any such Plan. Borrower and each Commonly Controlled
Entity has each made all contributions required to be made by them to any such
Plan or Multiemployer Plan when due. There is no accumulated funding deficiency
in any such Plan, whether or not waived.</P>
<P ALIGN="JUSTIFY">3.15&#9;<U>Investment Company Act, Etc.</U> Neither Borrower
nor any of its Subsidiaries is an "investment company" registered or required to
be registered under the Investment Company Act of 1940, or a company
"controlled" (within the meaning of such Investment Company Act) by such an
"investment company". Neither Borrower nor any of its Subsidiaries is subject to
regulation under the Public Utility Holding Company Act of 1935, the Federal
Power Act, the Interstate Commerce Act or to any other federal or state statute
or regulation limiting its ability to incur indebtedness for money borrowed.</P>
<P ALIGN="JUSTIFY">3.16&#9;<U>Indebtedness</U>. Neither Borrower nor any of its
Subsidiaries has any Indebtedness of any type except Indebtedness incurred under
this Agreement and that which is permitted under Section 5.1 of this Agreement.
All credit and loan agreements, indentures, commitments, notes and other
agreements, instruments and documents pursuant to which Borrower or any of it
Subsidiaries, as the case may be, has incurred or has the right to borrow or
incur Indebtedness are set forth on <U>Schedule 5.1</U>.</P>
<P ALIGN="JUSTIFY">3.17&#9;<U>Contingent Liabilities</U>. Except as set forth in
<U>Schedule 5.2</U>, neither Borrower nor any of its Subsidiaries has any
material Contingent Liabilities.</P>
<P ALIGN="JUSTIFY">3.18&#9;<U>Chief Place of Business; Locations of Books and
Records; Locations of Assets</U>. The chief executive office of Borrower is
located at 342 Lakeside Drive, Foster, City, California, and all books and
records of Borrower are located at that address, and the Borrower and its
Subsidiaries have no property located at any other location, except as set forth
on <U>Schedule 3.18</U>.</P>
<P ALIGN="JUSTIFY">3.19&#9;<U>Laws Including Environmental and Safety
Matters</U>. Borrower and each of its Subsidiaries is in compliance in all
material respects with all laws, statutes, rules, regulations ordinances, orders
of court or other governmental authorities, and other valid requirements of
governmental authorities applicable to it including, without limitation, all
environmental, health and safety statutes and regulations and specifically the
Federal Resource Conservation and Recovery Act, the Federal Comprehensive
Environmental Response, Compensation and Liability Act, the Federal Clean Water
Act, the Clean Air Act, the requirements and regulations of the Nuclear
Regulatory Commission, the Federal Occupational Safety and Health Act and the
Federal Food, Drug and Cosmetic Act, and the regulations promulgated thereunder.
Neither Borrower nor any of its Subsidiaries is subject to any judicial or
administrative proceedings alleging the violation of any applicable law or
regulation which could reasonably be expected to have a Material Adverse Effect.
Neither Borrower nor any of its Subsidiaries is the subject of any federal,
state or local investigation regarding, among other matters, the release of any
Hazardous Material into the environment, the results of which could reasonably
be expected to have a Material Adverse Effect. Neither Borrower nor any of its
Subsidiaries has filed any notice under any applicable law indicating past or
present treatment, storage, disposal, generation, transportation or reporting a
spill or release into the environment of any Hazardous Material which could
reasonably be expected to have a Material Adverse Effect. Neither Borrower nor
any of its Subsidiaries has placed or disposed of, used, generated or
transported any Hazardous Material in violation of any applicable law or
regulation, upon or over any real property owned or leased by Borrower and any
of its Subsidiaries and neither Borrower nor any of its Subsidiaries has
knowledge of such Hazardous Material on such real property.</P>
<P ALIGN="JUSTIFY">3.20&#9;<U>Intellectual Property; Franchises; Permits</U>.
Except as set forth on <U>Schedule 3.20</U> hereto, (a) the Borrower and its
Subsidiaries own or license all material Intellectual Property necessary for the
conduct of their business as presently conducted; (b) all material agreements
pursuant to which the Borrower and its Subsidiaries license the manufacture,
marketing or sale of products employing its Intellectual Property, and all non-
governmental permits and franchises material to the proper conduct of their
business, are in full force and effect; (c) no claims, demands, suits, or
proceedings are pending or, to the knowledge of the Borrower and its
Subsidiaries, threatened which might impair their rights in any material
Intellectual Property used in the conduct of their business or any material
agreement relating thereto; and (d) the Borrower and its Subsidiaries have not
infringed (without any license therefor) any Intellectual Property of any other
Person, and the present conduct of the Borrower's and its Subsidiaries' business
does not infringe any such rights in any way which would have a Material Adverse
Effect.</P>
<P ALIGN="JUSTIFY">3.21&#9;<U>Negative Pledges</U>. Neither Borrower nor any of
its Subsidiaries is a party to or bound by any agreement, indenture, or other
instrument which prohibits the creation, incurrence or allowance to exist of any
mortgage, deed of trust, pledge, lien, security interest or other encumbrance or
conveyance upon Borrower's or any Subsidiary's<B> </B>properties, except as
disclosed on <U>Schedule 3.21</U> hereto or in favor of the Lender.</P>
<P ALIGN="JUSTIFY">3.22&#9;<U>Full Disclosure</U>. The financial statements
referred to in Section 3.1, the Schedules hereto, the Loan Documents and any
list, certificate, written statement, instrument, paper or other information
furnished by Borrower to Lender in connection with the Loan Documents do not
contain any untrue statement of a material fact or omit to state any material
fact necessary to make the statements contained therein and herein, in light of
the circumstances in which they are made, not misleading.</P>
<U><P ALIGN="CENTER">ARTICLE 4. - AFFIRMATIVE COVENANTS</P>
</U><P ALIGN="JUSTIFY">Borrower covenants and agrees that so long as any
Commitment remains in effect, any Note remains outstanding and unpaid, in whole
or in part, or any other amount is owing to Lender hereunder:</P>
<P ALIGN="JUSTIFY">4.1&#9;<U>Financial Statements and Other Documents</U>.
Borrower shall furnish or cause to be furnished to Lender:</P>
<P>(a)&#9;<U>Quarterly Financial Statements</U>. As soon as available and in any
event within 45 days after the end of each of the quarterly fiscal periods of
the Borrower, Consolidated and consolidating statements of earnings,
shareholders' equity, and cash flows of the Borrower and its Subsidiaries for
such period and for the period from the beginning of the respective fiscal year
to the end of such period, and the related Consolidated and consolidating
balance sheets of the Borrower and its Subsidiaries as at the end of such
period, setting forth in each case in comparative form, the corresponding
Consolidated and consolidating figures for the corresponding periods in the
preceding fiscal year accompanied by a certificate of the chief financial
officer of the Borrower, which certificate shall state that said Consolidated
and consolidating financial statements present fairly in all material respects
the Consolidated and consolidating financial position and results of operations
of the Borrower and its Subsidiaries, in accordance with GAAP, as at the end of,
and for, such period (subject to normal year-end audit adjustments);</P>
<P>(b)&#9;<U>Annual Financial Statements</U>. As soon as available and in any
event within 90 days after the end of each fiscal year of the Borrower, audited
Consolidated and consolidating statements of earnings, shareholders' equity and
cash flows of the Borrower and its Subsidiaries for such fiscal year and the
related audited Consolidated and consolidating balance sheets of the Borrower
and its Subsidiaries as at the end of such fiscal year, setting forth in each
case in comparative form, to the extent such figures appear therein, the
corresponding Consolidated and consolidating figures for the preceding fiscal
year, and accompanied by a audit report thereon of independent certified public
accountants satisfactory to the Lender, which report shall state that said
Consolidated and consolidating financial statements present fairly in all
material respects the Consolidated and consolidating financial position and
results of operations of the Borrower and its Subsidiaries as at the end of, and
for, such fiscal year in accordance with GAAP, consistently applied;</P>
<P>(c)&#9;<U>Periodic SEC Reports; Compliance Certificate</U>. Simultaneously
with the delivery of the financial statements required under Section 4.1(a) and
(b) above, (i) a copy of the Borrower's Form 10-Q or 10-K filing made for the
periods covered by such financial statements (provided that the Borrower may, in
lieu of the delivery of such Form 10-Q or 10-K filing, request at such time that
the Lender access publicly available copies of such filings and, in such case,
the Borrower shall be required to deliver such Form 10-Q or 10-K filing only
upon demand by the Lender in the event the Lender is unable to obtain such
access through publicly available means), together with (ii) a properly
completed Compliance Certificate as of the date of such financial statements, in
the form attached as <U>Exhibit B</U> hereto;</P>
<P>(d)&#9;<U>Other SEC Reports</U>. Promptly upon their becoming available,
copies of all (i) regular, periodic and special reports that the Borrower shall
have filed with the Securities and Exchange Commission (or any governmental
agency substituted therefor) pursuant to the Securities Exchange Act of 1934, as
amended, (ii) financial statements, reports, notices or proxy or other
statements sent to shareholders of the Borrower, and (iii) press releases and
other statements generally made available by the Borrower to the public
concerning material developments in the business of the Borrower;</P>
<P>(e)&#9;<U>ERISA Notices</U>. As soon as possible and in any event within five
(5) days after any officer of Borrower obtains knowledge thereof: (i) notice of
Borrower's failure to make any required payment to any Plan in sufficient amount
to comply with ERISA and the Code on or before the due date for such payment;
(ii) notice of the occurrence or expected occurrence of any "Reportable Event"
under ERISA, "Prohibited Transaction" or "Accumulated Funding Deficiency" with
respect to any Plan; and (iii) notice of receipt by Borrower of any notice (A)
from a Multiemployer Plan regarding the imposition of withdrawal liability; or
(B) of the institution, or expectancy of the institution, of any proceeding or
any other action which may result in the termination of any Plan, or Borrower's
withdrawal or partial withdrawal from any Plan; </P>
<P>(f)&#9;<U>Notice of Default</U>. Promptly after the Borrower knows that any
Default has occurred, a notice of such Default describing the same in reasonable
detail and, together with such notice or as soon thereafter as possible, a
description of the action that the Borrower has taken or proposes to take with
respect thereto (a "Notice of Default");</P>
<P>(g)&#9;<U>Projections; Management Letter</U>. With the delivery of the
Borrower's 10-K annual report, (a) the Borrower's quarterly projections (income
statements and balance sheets) for the then current fiscal year of the Borrower,
as approved by the Board of Directors of the Borrower and (b) a copy of any
letter from the Borrower's auditors to Borrower's management prepared in
connection with the audited financial statements of the Borrower; and</P>
<P>(h)&#9;<U>Other Information</U>. From time to time such other information
regarding the property, operations, business, financial condition or prospects
of the Borrower or any of its Subsidiaries as the Lender may reasonably
request.</P>
<P ALIGN="JUSTIFY">4.2&#9;<U>Existence; Compliance with Laws; Etc.</U>. Borrower
shall and shall cause each Subsidiary to:</P>
<P>(a)&#9;<U>Corporate Existence</U>. Preserve and keep in full force and effect
its corporate existence and all franchises, licenses and permits material to the
proper conduct of its business;</P>
<P>(b)&#9;<U>Compliance with Applicable Laws</U>. Comply with and duly observe
all applicable laws, statutes, regulations, rules, ordinances, orders of court
or governmental authorities, and requirements of governmental authorities the
breach of which could reasonably be expected to have a Material Adverse Effect,
except when contested with due diligence, in good faith and in proper
proceedings. Borrower shall also pay and cause all of its Subsidiaries to pay
all of their other Indebtedness and obligations promptly and in accordance with
normal terms and trade practices.</P>
<P>(c)&#9;<U>Payment of Taxes</U>. File or cause to be filed all tax returns and
reports which are required by law to be filed by it, and pay and discharge all
taxes, assessments and governmental charges or levies imposed on it or on its
income or profits or on any of its property prior to the date on which penalties
attached thereto, except for any such tax, assessment, charge or levy the
payment of which is being contested in good faith and by proper proceedings and
against which adequate reserves are being maintained in accordance with
GAAP.</P>
<P>(d)&#9;<U>Records</U>. Keep adequate records and books of account, in which
complete entries will be made in accordance with GAAP; and </P>
<P>(e)&#9;<U>Access</U>. Permit representatives of Lender, upon reasonable
advance notice to the Borrower and during normal business hours, to examine,
copy and make extracts from its books and records, to inspect any of its
properties, including, without limitation, any Purchased Equipment, and to
discuss its business and affairs with its officers, all to the extent reasonably
requested by Lender.</P>
<P ALIGN="JUSTIFY">4.3&#9;<U>Maintain Property</U>. Borrower shall, and Borrower
shall cause each of its Subsidiaries to, keep and maintain all property useful
and necessary in its business in good operating condition and repair, ordinary
wear and tear excepted.</P>
<P ALIGN="JUSTIFY">4.4&#9;<U>Insurance</U>. Borrower shall keep adequately
insured by financially sound and responsible insurers (a) all property owned or
leased by it and its Subsidiaries and all property of an insurable nature, such
insurance to be in at least such amounts and covering loss or damage from at
least such risks and hazards (including, without limitation, business
interruption insurance and use and occupancy insurance) as are usually insured
against in the same geographic areas by companies engaged in similar businesses,
and (b) all liabilities of Borrower and its Subsidiaries for damage to property,
death or bodily injury, including without limitation insurance required under
all applicable workmen's compensation laws, and insurance for such liabilities
resulting from, caused by or arising out of any product sold by any predecessor
of Borrower or by Borrower or<B> </B>any Subsidiary, all such insurance to be in
at least such amounts as are usually insured against by companies engaged in the
same or similar businesses.</P>
<P ALIGN="JUSTIFY">4.5&#9;<U>Notice of Material Events</U>. Borrower will,
promptly upon any officer of Borrower obtaining knowledge thereof, give notice
to Lender of (i) any material casualty, loss or depreciation to any inventory or
other property of Borrower or any Subsidiary<B> </B>or any litigation,
investigation or other proceeding against or involving Borrower or any
Subsidiary the result of any of which might have a Material Adverse Effect; (ii)
any litigation, investigation (other than in the ordinary course of business),
other proceeding or dispute affecting Borrower (A) which relates, in whole or in
part, to any of the transactions contemplated by any of the Loan Documents, (B)
which involves an amount in excess of $50,000, or (C) which may exist between
Borrower or any Subsidiary and any governmental body; (iii) any release of any
Hazardous Materials at any location owned or leased by Borrower or any
Subsidiary or any investigation or proceeding by any governmental body alleging
or relating to the violation by Borrower or any Subsidiary of any law or
regulation; (d) any Series B Convertible Preferred Stock Event. If at any time
the Borrower has reason to believe that a Series B Convertible Preferred Stock
Event is reasonably likely to occur within the period of thirty (30) consecutive
days thereafter, the Borrower shall give notice thereof to the Lender (a "Notice
of Anticipation of Series B Convertible Preferred Stock Event"). Borrower will
furnish to Lender from time to time all information which Lender shall
reasonably request with respect to the status of any litigation, investigation,
other proceeding or dispute to which Borrower is a party.</P>
<P ALIGN="JUSTIFY">4.6&#9;<U>Deposit Accounts</U>. Borrower shall maintain with
Lender bank accounts to be used as its principal depository and operating
account(s).</P>
<P ALIGN="JUSTIFY">4.7&#9;<U>Eligible Liquid Collateral</U>. The Borrower shall
maintain and continue to maintain Eligible Liquid Collateral such that the
Borrowing Base is at all times equal to or in excess of the sum of: (i) the
outstanding principal amount of Term Loans; plus (ii) Hedging Exposure. Although
the Lender will mark-to-market the Eligible Liquid Collateral on a daily basis,
the Borrower is obligated, with or without notice from the Lender, to ensure
that it continuously and without delay maintains sufficient Eligible Liquid
Collateral to comply with this Section 4.7.</P>
<U><P ALIGN="CENTER">ARTICLE 5. - NEGATIVE COVENANTS</P>
</U><P ALIGN="JUSTIFY">Borrower covenants and agrees that, so long as any
Commitment is in effect, any Note remains outstanding and unpaid, in whole or in
part, or any other amount is owing to Lender hereunder, Borrower will not,
directly or indirectly, and Borrower will not permit any of its Subsidiaries
to:</P>
<P ALIGN="JUSTIFY">5.1&#9;<U>Indebtedness</U>. Create, incur, assume or allow to
exist any Indebtedness, except:</P>
<P ALIGN="JUSTIFY">(a)&#9;<U>Loan Document Indebtedness</U>. Indebtedness
evidenced by the Note and any other Indebtedness owing to or held by Lender
arising under any of the Loan Documents;</P>
<P ALIGN="JUSTIFY">(b)&#9;<U>Disclosed Indebtedness</U>. Indebtedness of
Borrower existing on the Initial Borrowing Date and disclosed in <U>Schedule
5.1</U> (including, without limitation, all Capital Lease Obligations and
purchase money financings existing on the Initial Borrowing Date);
<U>provided</U>, <U>however</U>, that, without the prior written consent of
Lender, none of such Indebtedness shall be renewed, extended or otherwise
modified in any material respect and may be extended by Borrower only on
substantially the same terms and conditions as in effect on the date hereof;</P>
<P ALIGN="JUSTIFY">(c)&#9;<U>Unsecured Current Liabilities</U>. Unsecured
current liabilities (not the result of borrowing) incurred in the ordinary
course of business which are not evidenced by notes or instruments and which are
not more than sixty (60) days overdue from the original due dates thereof
(unless and to the extent only that any such liability is contested by Borrower
in good faith by appropriate proceedings and adequate reserves have been set
aside with respect thereto in accordance with GAAP);</P>
<P ALIGN="JUSTIFY">(d)&#9;<U>Additional Capital Leases and Purchase Money
Financings</U>. All Capital Leases and purchase money financings existing on the
Initial Borrowing Date, in an amount not to exceed $2,411,803.77. The amount of
each such Capital Lease or purchase money financing does not exceed 100% of the
lesser of the cost or fair market value of such Capital Equipment (and Borrower
agrees to furnish copies of the documentation for its outstanding Capital Leases
and purchase money financings to Lender from time to time upon request);</P>
<P ALIGN="JUSTIFY">(e)&#9;<U>Indebtedness Among Subsidiaries</U>. Indebtedness
existing as of the date hereof and disclosed on Schedule 5.1 of (i) Subsidiaries
of the Borrower to the Borrower, (ii) the Borrower to any of its Subsidiaries,
or (iii) Subsidiaries to Subsidiaries, provided that any such Indebtedness of
the Borrower to its Subsidiaries is subordinated as to payment of the
Obligations in a manner satisfactory to Lender; and</P>
<P ALIGN="JUSTIFY">(f)&#9;<U>Approved Indebtedness</U>. Indebtedness for
borrowed money incurred after the Initial Borrowing Date with prior notice to
and the written consent of Lender.</P>
<P ALIGN="JUSTIFY">5.2&#9;<U>Contingent Liabilities</U>. Except for Contingent
Liabilities existing on the Initial Borrowing Date and disclosed on <U>Schedule
5.2</U>, create, incur, assume or allow to exist any Contingent Liabilities,
except for Contingent Liabilities arising out of the endorsement of instruments
for deposit or collection in the ordinary course of business.</P>
<P ALIGN="JUSTIFY">5.3&#9;<U>Limitation on Liens</U>. Create, incur, assume or
allow to exist, any Lien upon any of its property, income or profits, whether
now owned or held or hereafter acquired, including attachment, levy, garnishment
or other judicial process relating to such property, except:</P>
<P>(a)&#9;Liens in existence on the date hereof and listed on <U>Schedule
5.3</U> hereof;</P>
<P>(b)&#9;Liens imposed by any governmental authority for taxes, assessments or
charges not yet due or that are being contested in good faith and by appropriate
proceedings if adequate reserves with respect thereto are maintained on the
books of the Borrower, in accordance with GAAP;</P>
<P>(c)&#9;carriers', warehousemen's, mechanics', materialmen's, repairmen's or
other like Liens arising in the ordinary course of business that are not overdue
or that are being contested in good faith and by appropriate proceedings if
adequate reserves with respect thereto are maintained or the books of the
Borrower, in accordance with GAAP;</P>
<P>(d)&#9;pledges or deposits under worker's compensation, unemployment
insurance and other social security legislation;</P>
<P>(e)&#9;deposits to secure the performance of bids, trade contracts (other
than for Indebtedness), leases, statutory obligations, surety and appeal bonds,
performance bonds and other obligations of a like nature incurred in the
ordinary course of business;</P>
<P>(f)&#9;easements, rights-of-way, restrictions and other similar encumbrances
incurred in the ordinary course of business and encumbrances consisting of
zoning restrictions, easements, licenses, restrictions on the use of property or
imperfections in title thereto that, in the aggregate, are not material in
amount, and that do not in any case materially detract from the value of the
property subject thereto or interfere with the ordinary conduct of the business
of the Borrower or any of its Subsidiaries;</P>
<P>(g)&#9;Liens upon Capital Equipment to secure purchase money Indebtedness or
Capital Lease of the Borrower or a Subsidiary permitted under Section 5.1(a);
<U>provided</U>, <U>that</U>, (i) such Lien does not extend to or cover any
other property of the Borrower or such Subsidiary and (ii) such Lien does not
secure any Indebtedness other than the Indebtedness so incurred;</P>
<P>(h)&#9;Liens arising from or upon any judgment or award, provided that such
judgment or award does not exceed $50,000<B> </B>and is being contested in good
faith by proper appeal proceedings, such judgment or award is not secured by any
Lien which is not discharged within thirty (30) days, and only so long as
execution thereon shall be stayed; and</P>
<P>(i)&#9;Liens now or hereafter granted to the Lender under the Loan
Documents.</P>
<P ALIGN="JUSTIFY">5.4&#9;<U>Mergers; Dissolution; Disposals; or
Acquisitions</U>. (a)&nbsp;Enter into any transaction of merger or consolidation
or amalgamation; (b)&nbsp;liquidate, wind-up or dissolve itself;
(c)&nbsp;convey, sell, issue, exchange, lease, assign, transfer or otherwise
dispose of all or any material portion of its business or property or the
business, property or stock of any Subsidiary (other than sales of inventory in
the ordinary course of business and obsolete equipment or equipment no longer
used or useful in the business of Borrower); or (d) without the prior written
consent of the Lender, make any Investment in or purchase, lease or otherwise
acquire all or any material portion of the business or property of any other
Person or enter into any Joint Venture or any exclusive licensing agreement for
any of its material Intellectual Property; <U>provided, however</U>, that
notwithstanding the foregoing so long as no Default or Event of Default exists,
the Borrower may enter into agreements, including licensing agreements, relating
to the research, development, marketing and sale of its products and
Intellectual Property in the ordinary course of its business and on reasonable
and appropriate terms and conditions including the payment of fair and
reasonable compensation to the Borrower. </P>
<P ALIGN="JUSTIFY">5.5&#9;<U>Investments and Loans.</U> Except as permitted by
Section 5.1(e) make any Investment in or make any loan or other advances of
money to any Person, including, without limitation, any Subsidiary, except for
loans and advances to employees for salary, travel advances, advances against
commissions and similar advances in the ordinary course of business<B> </B>or
pursuant to the investment policy attached hereto as <U>Schedule 5.5</U>.</P>
<P ALIGN="JUSTIFY">5.6&#9;<U>Dividends</U>. Pay or set aside any amount to pay
any Dividends, other than Permitted Redemptions.</P>
<P ALIGN="JUSTIFY">5.7&#9;<U>Transactions with Affiliates</U>. Enter into or be
a party to any agreement or transaction with any Affiliate, except in the
ordinary course of Borrower's business and pursuant to reasonable requirements
of Borrower's business and upon fair and reasonable terms and conditions which
are fully disclosed to Lender and are no less favorable to Borrower than would
obtain in a comparable arm's length transaction with a person not an Affiliate
of Borrower.</P>
<P ALIGN="JUSTIFY">5.8&#9;<U>Negative Pledge</U>. Directly or indirectly, enter
into any agreement, indenture, or other instrument which prohibits the creation,
incurrence or allowance to exist of any mortgage, deed of trust, pledge, lien,
security interest or other encumbrance or conveyance upon any of Borrower's or
its Subsidiaries' property, except for negative pledges in connection with
Indebtedness incurred under Capital Leases and purchase money financings
permitted under Section 5.1(d) hereof, provided that such negative pledges apply
only to the Capital Equipment purchased or leased pursuant thereto and not to
any other property.</P>
<P ALIGN="JUSTIFY">5.9&#9;<U>Lines of Business.</U> Engage to any significant
extent, or permit any Subsidiary to engage to any significant extent, in any
line or lines of business activity other than the biotechnology or
pharmaceutical businesses.</P>
<U><P ALIGN="CENTER">ARTICLE 6. - CONDITIONS PRECEDENT</P>
</U><P ALIGN="JUSTIFY">6.1&#9;<U>Conditions of Initial Extension of Credit</U>.
The obligation of Lender to make a Term Loan on the Initial Borrowing Date is
subject to the satisfaction of the condition precedent that Lender shall have
received on or before such date, the following items in form and substance
satisfactory to Lender and its counsel executed where appropriate by a duly
authorized officer of Borrower:</P>
<U><P ALIGN="JUSTIFY">LOAN DOCUMENTS</P></U>


<P ALIGN="JUSTIFY">(a)&#9;<U>Credit Agreement</U>. This Agreement;</P>

<P ALIGN="JUSTIFY">(b)&#9;<U>Term Note</U>. The Term Note; and</P>
<P ALIGN="JUSTIFY">(c)&#9;<U>Pledge Agreement</U>. The Pledge and Security
Agreement.</P>

<U><P ALIGN="JUSTIFY">CORPORATE DOCUMENTS</U>:</P>

<P ALIGN="JUSTIFY">(d)&#9;<U>Corporate Resolutions</U>. Copies of resolutions of
the Board of Directors (and, if necessary, the Stockholders) of Borrower,
authorizing the execution, delivery and performance of the Loan Documents to
which Borrower is a party, and the transactions contemplated thereby, certified
as of the Initial Borrowing Date by the Secretary/Clerk or Assistant
Secretary/Clerk of Borrower (which certificate shall state that such resolutions
have not been amended, modified, revoked or rescinded as of such date);</P>
<P ALIGN="JUSTIFY">(e)&#9;<U>Corporate Incumbency Certificate</U>. Certificate
of the Secretary/Clerk or Assistant Secretary/Clerk of Borrower, dated as of the
Initial Borrowing Date, certifying the names and titles of the officers
authorized to execute the Loan Documents to which Borrower is a party and any
other documents related to any thereof, together with specimen signatures of
such officers;</P>
<P ALIGN="JUSTIFY">(f)&#9;<U>Charter Documents</U>. Copies of (i) the charter
documents and all amendments thereto of Borrower, currently certified by the
Office of the Secretary of State for the State of Delaware, and (ii) the By-Laws
of Borrower certified as of the Initial Borrowing Date by the Secretary/Clerk or
Assistant Secretary/Clerk of the Borrower;</P>
<P ALIGN="JUSTIFY">(g)&#9;<U>Legal Good Standing Certificates</U>. For Borrower,
a certificate of legal existence and good standing issued by the Office of the
Secretary of State for the State of Delaware and a certificate of foreign
qualification and good standing issued by the Secretary of State of each state
of foreign qualification or authorization, all of which shall be dated
currently;</P>
<P ALIGN="JUSTIFY">(h)&#9;<U>Tax Good Standing Certificates</U>. For Borrower, a
certificate of tax good standing currently dated from each jurisdiction in which
such party is obliged to file tax returns and pay taxes (or, to the extent any
such certificates are unobtainable, because it is not the practice of the taxing
authority to issue such certificate, or because of time delays in the issuance
of such certificate attributable to such taxing authority, a letter from
Borrower's chief financial officer setting forth the nature of the tax
obligation and the relevant jurisdiction, and certifying that all required
returns have been duly filed and all required taxes shown thereon paid);</P>
<U><P ALIGN="JUSTIFY">MISCELLANEOUS</U>:</P>
<P ALIGN="JUSTIFY">(i)&#9;<U>UCC and Other Searches</U>. Copies of UCC, tax
lien, judgment, bankruptcy and other searches reasonably requested by Lender of
all appropriate filing offices relating to the Borrower and its
Subsidiaries;</P>
<P ALIGN="JUSTIFY">(j)&#9;<U>Terminations and Discharges</U>. Termination
Statements, mortgage discharges and other discharges of all Liens other than
those permitted under Section 5.3 hereof;</P>
<P ALIGN="JUSTIFY">(k)&#9;<U>Legal Opinions</U>. Written opinions of counsel for
Borrower in form and content satisfactory to Lender, dated the Initial Borrowing
Date, addressed to Lender and covering such matters related to the Borrower and
the transactions contemplated hereby as Lender may request; </P>
<P ALIGN="JUSTIFY">(l)&#9;<U>Consents</U>. Copies of all consents or approvals
of any Person that may be required in connection with the transactions
contemplated by the Loan Documents;</P>
<P ALIGN="JUSTIFY">(m)&#9;<U>Fees</U>. Payment of the facility fee set forth in
Section 2.7, together with the estimated fees and disbursements of Lender's
counsel in connection with the Loan Documents and the transactions contemplated
hereby; and</P>
<P ALIGN="JUSTIFY">(n)&#9;<U>Eligible Liquid Collateral</U>. The acquisition of
Eligible Liquid Collateral in the amounts required by Section 4.7 hereof.</P>
<P ALIGN="JUSTIFY">(o)&#9;<U>Additional Closing Agenda Items</U>. Fulfillment,
to Lender's satisfaction, of each of the additional items set forth on the
closing agenda for this transaction.</P>
<P ALIGN="JUSTIFY">6.2&#9;<U>Conditions of All Loans</U>. The Lender's
obligation to make any Loan is subject to the fulfillment of the following
additional conditions precedent:</P>
<P ALIGN="JUSTIFY">(a)&#9;<U>Representations</U>. The representations and
warranties made by any party to any Loan Document (other than Lender) in any
Loan Document or in any certificate, document or financial or other statement
furnished at any time under or in connection therewith shall be true and correct
in all material respects on and as of the Borrowing Date for such Loan as if
made on and as of such date, provided that, if any such representation or
warranty is expressly required herein or therein to be made only as of a
specific date, such representation or warranty shall be true or correct as of
such date;</P>
<P ALIGN="JUSTIFY">(b)&#9;<U>Eligible Liquid Collateral</U>. The Borrower has
prior to the making of such Loan acquired Eligible Liquid Collateral in the
amounts required by Section 4.7 hereof (after giving effect to the proposed
Loan) and continues as of the date of such Loan to maintain such Eligible Liquid
Collateral in the amounts required by Section 4.7 hereof (after giving effect to
the proposed Loan).</P>
<P ALIGN="JUSTIFY">(c)&#9;<U>No Default</U>. No Default or Event of Default
shall have occurred and be continuing on the Borrowing Date for such Loan either
before or after giving effect to the Loan made on such date; and</P>
<P ALIGN="JUSTIFY">(d)&#9;<U>No Material Adverse Effect</U>. There shall have
occurred no event or change in circumstances having a Material Adverse Effect
since the date of the most recent financial statements delivered by Borrower to
Lender.</P>
<P ALIGN="JUSTIFY">Each request for a Loan by Borrower hereunder shall
constitute a representation and warranty by Borrower as of the date of such
request or application that the conditions contained in paragraphs (a) through
(c) of this Section 6.2 have been satisfied.</P>
<U><P ALIGN="CENTER">ARTICLE 7. - EVENTS OF DEFAULT</P>
</U><P ALIGN="JUSTIFY">7.1&#9;<U>Events of Default</U>. The occurrence of any of
the following shall constitute an Event of Default: </P>
<P ALIGN="JUSTIFY">(a)&#9;<U>Failure of Payment</U>. If Borrower fails to pay
any principal, interest or other amount due, under this Agreement or with
respect to any Loan on the date due (whether on a scheduled payment date or
otherwise) and in the manner provided herein;</P>
<P ALIGN="JUSTIFY">(b)&#9;<U>Misstatements</U>. If any representation, warranty
or other statement made herein or in any other Loan Document or otherwise in
writing by or on behalf of Borrower or any Subsidiary in connection herewith
proves to be or to have been incorrect or misleading in any material respect as
of the date at which it is made or deemed to be made;</P>
<P ALIGN="JUSTIFY">(c)&#9;<U>Performance of other Covenants</U>. If Borrower
defaults in the due performance or observance of: </P>
<DIR>
<DIR>
<DIR>
<DIR>

<P ALIGN="JUSTIFY">(i) &#9;any covenant contained in Sections 4.1, 4.2(a),
4.2(e), 4.4, 4.5, 4.6, 4.7 or Article 5; or </P>
<P ALIGN="JUSTIFY">(ii) any other covenant, condition or provision to be
performed or observed by it hereunder or under any of the Loan Documents (other
than a payment or covenant default the performance or observance of which is
dealt with specifically elsewhere in this Section 7.1) and the breach of such
other provision is not cured to Lender's satisfaction within fifteen (15) days
after the sooner to occur of Borrower's receipt of notice of such breach from
Lender or the date on which such failure or neglect first becomes known to any
officer of Borrower.</P>
</DIR>
</DIR>
</DIR>
</DIR>

<P ALIGN="JUSTIFY">(d)&#9;<U>Other Indebtedness</U>. If Borrower or any
Subsidiary defaults, which default continues after any applicable grace or cure
period, in any payment of principal of or interest on any Indebtedness for
borrowed money in excess of $200,000, including, without limitation, on any
Capital Lease or any other default occurs with respect to any Indebtedness for
borrowed money in excess of $200,000 giving the holder thereof the right to
accelerate the payment thereof or require such Indebtedness to be paid before
its stated maturity or before any regularly scheduled date of prepayment;</P>
<P ALIGN="JUSTIFY">(e)&#9;<U>Material Contracts</U>. Any default occurs under
any material contract of Borrower or any Subsidiary which default gives any
other party to such contract the right to terminate such contract or exercise
remedies and such termination or remedies are reasonably likely to have a
Material Adverse Effect;</P>
<P ALIGN="JUSTIFY">(f)&#9;<U>Judgments</U>. If Borrower or any Subsidiary
permits any judgment against it in excess of 200,000 to remain undischarged for
a period of more than fifteen (15) days unless during such period such judgment
is effectively stayed or bonded, on appeal or otherwise;</P>
<P ALIGN="JUSTIFY">(g)&#9;<U>Levy, Attachments</U>. If any levy, seizure,
attachment, execution or similar process shall be issued on any of the
Borrower's or its Subsidiaries' cash, accounts or any material property;</P>
<P ALIGN="JUSTIFY">(h)&#9;<U>Voluntary Bankruptcy</U>. If Borrower or any
Subsidiary (i) commences a voluntary case under the Bankruptcy Code (as now or
hereafter in effect); or (ii) files a petition or commences any case,
proceeding, or action in bankruptcy or seeking reorganization, liquidation,
dissolution, winding-up, arrangement, composition, readjustment of its debts or
any other relief under any other bankruptcy, insolvency, reorganization,
liquidation, dissolution, arrangement, composition, readjustment of debt or
similar act or law of any jurisdiction, now or hereafter existing; or (iii)
takes any action indicating its consent to, approval of, or acquiescence in, any
such case, proceeding or other action; or (iv) applies for a receiver, trustee
or custodian of it or for all or a substantial part of its property; or (v)
makes an assignment for the benefit of creditors; or (vi) is unable to pay its
debts as they mature or admits in writing such inability; or (vii) is
adjudicated insolvent or bankrupt; </P>
<P ALIGN="JUSTIFY">(i)&#9;<U>Involuntary Bankruptcy</U>. (i) If there is
commenced against Borrower or any Subsidiary (1) an involuntary case under the
Bankruptcy Code (as now or hereafter in effect); or (2) any case or proceeding
or any other action in bankruptcy or seeking reorganization, liquidation,
dissolution, winding-up, arrangement, composition, readjustment of its debts or
any other relief under any other bankruptcy, insolvency, reorganization,
liquidation, dissolution, arrangement, composition, readjustment of debt or
similar act or law of any jurisdiction, now or hereafter existing, or seeking
appointment of a receiver, trustee or custodian of Borrower or any Subsidiary or
for all or a substantial part of the property of either of them, and any of the
foregoing cases, proceedings, or actions is not dismissed within forty-five (45)
days; or (ii) if an order, judgment or decree approving any of the foregoing is
entered or a warrant of attachment, execution or similar process against any
substantial part of the property of Borrower or any Subsidiary is issued, and
such order, judgment, decree, warrant, execution or similar process is not
vacated or stayed within forty-five (45) days; or (iii) if an order for relief
under the Bankruptcy Code (as now or hereafter in effect) is entered against
Borrower or any Subsidiary;</P>
<P ALIGN="JUSTIFY">(j)&#9;<U>Change in Control of Borrower</U>. A Change in
Control shall occur;</P>
<P ALIGN="JUSTIFY">(k)&#9;<U>Material Adverse Effect</U>. Any event or change in
circumstances having a Material Adverse Effect; or</P>
<P ALIGN="JUSTIFY">(l)&#9;<U>Series B Convertible Preferred Stock Event</U>. A
Series B Convertible Preferred Stock Event shall occur.</P>
<P ALIGN="JUSTIFY">7.2&#9;<U>Lender's Remedies</U>. Upon the occurrence and
during the continuance of any such Event of Default, Lender may, at Lender's
option, immediately exercise one or more of the following rights: (a) declare
all obligations of Lender to Borrower, including, without limitation, the
Commitments to be terminated, whereupon such obligations shall immediately
terminate; (b) declare all obligations of Borrower to Lender, including, without
limitation, the Loans and all other amounts owing under this Agreement and the
Note to be immediately due and payable, whereupon they shall immediately become
due and payable without presentment, demand, protest or notice of any kind, all
of which are hereby expressly waived; and (c) exercise any and all rights and
remedies of the Lender under Section 10 of the Pledge Agreement;
<U>provided</U>, however, that upon the occurrence of any such Event of Default
specified in Sections 7.1(h) or 7.1(i), the Commitments shall immediately
terminate and all obligations of Borrower to Lender, including, without
limitation, Loans and all other amounts owing under this Agreement and the Note
shall immediately become due and payable without presentment, further demand,
protest or notice of any kind, all of which are hereby expressly waived and the
Lender may exercise any and all rights and remedies of the Lender under Section
10 of the Pledge Agreement.</P>
<P ALIGN="JUSTIFY">7.3&#9;<U>Cross Default</U> It is agreed by Borrower that any
Event of Default under this Agreement will constitute an event of default under
all Loans and all of the Loan Documents and all other agreements and evidences
of Indebtedness between Borrower and Lender, whether now existing or hereafter
executed and whether or not such is an event of default therein.</P>
<P ALIGN="JUSTIFY">7.4&#9;<U>Setoff</U>. Borrower hereby grants to Lender a
lien, security interest and right of set off as security for all liabilities and
obligations to Lender, whether now existing or hereafter arising, upon and
against all deposits, credits, collateral and property, now or hereafter in the
possession, custody, safekeeping or control of Lender or any entity under the
control of Fleet Financial Group, Inc., or in transit to any of them. At any
time, without demand or notice, Lender may set off the same or any part thereof
and apply the same to any liability or obligation of Borrower even though
unmatured and regardless of the adequacy of any other collateral securing the
Loans. ANY AND ALL RIGHTS TO REQUIRE LENDER TO EXERCISE ITS RIGHTS OR REMEDIES
WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE LOANS, PRIOR TO
EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDIT OR OTHER
PROPERTY OF THE BORROWER ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY
WAIVED.</P>
<U><P ALIGN="CENTER">ARTICLE 8. - MISCELLANEOUS</P>
</U><P ALIGN="JUSTIFY">8.1&#9;<U>Notices</U>. Except as otherwise specified
herein, all notices to or upon the parties hereto shall be in writing (including
teletransmissions), shall be given or made to the party to which such notice is
required or permitted to be given or made under this Agreement at the address or
telecopier number set forth below or at such other address or telecopier number
as any party hereto may hereafter specify to the others in writing, and (unless
otherwise specified herein) shall be deemed delivered on receipt, if
teletransmitted or delivered by hand, or three (3) Business Days after mailing,
and all mailed notices shall be by registered or certified mail, postage
prepaid:</P>
<DIR>
<DIR>
<P ALIGN="JUSTIFY">If to Borrower to:</P>
<DIR>
<DIR>
<P ALIGN="JUSTIFY">Cell Genesys, Inc.<br>
                   342 Lakeside Drive<br>
                   Foster City, CA 94404<br>
                   Attention:&nbsp;&nbsp;Chief Financial Officer<br>
                   Fax No.:&nbsp;&nbsp;(650) 572-1624</P>
</DIR>
</DIR>
<P ALIGN="JUSTIFY">With a copy to:</P>
<DIR>
<DIR>
<P ALIGN="JUSTIFY">Wilson Sonsini Goodrich &amp; Rosati<br>
   650 Page Mill Road<br>
   Palo Alto, CA 94304-1050<br>
   Attention:&nbsp;&nbsp;Herbert P. Fockler, Esquire<br>
   Fax No.:&nbsp;&nbsp;(650) 496-4367</P>
</DIR>
</DIR>
<P ALIGN="JUSTIFY">If to Lender to:</P>
<DIR>
<DIR>
<P ALIGN="JUSTIFY">Fleet National Bank<br>
                   High Technology Division<br>
                   One Federal Street<br>
                   Boston, MA 02110<br>
                   Attention: Kimberly A. Martone, Managing Director<br>
                   Fax No.: (617) 434-0819</P>
</DIR>
</DIR>
<P ALIGN="JUSTIFY">With a copy to:</P>
<DIR>
<DIR>
<P ALIGN="JUSTIFY">Brown, Rudnick, Freed &amp; Gesmer, P.C.<br>
                   One Financial Center<br>
                   Boston, MA 02111<br>
                   Attention: Andrew P. Strehle, Esquire<br>
                   Facsimile No. (617) 856-8201</P>
</DIR>
</DIR>
</DIR>
</DIR>
<P ALIGN="JUSTIFY">8.2&#9;<U>No Waiver of Rights</U>. No failure to exercise nor
any delay in exercising, on the part of Lender, any right, remedy, power or
privilege under the Loan Documents shall operate as a waiver thereof; nor shall
any single or partial exercise of any right, remedy, power, or privilege operate
as a waiver of any further or complete exercise thereof. No waiver shall be
effective unless in writing. No waiver or condonation of any breach on one
occasion shall be deemed a waiver or condonation on any other occasion. </P>
<P ALIGN="JUSTIFY">8.3&#9;<U>Obligations Absolute; Cumulative Remedies</U>. All
payments to be made by the Borrower to Lender hereunder and under the Note and
other Loan Documents shall be absolute and unconditional and shall be made by
Borrower to Lender at 100 Federal Street, Boston, Massachusetts 02110 or such
other place as Lender may from time to time specify in writing in lawful
currency of the United States of America in immediately available funds without
counterclaim or setoff and free and clear of, and without any deduction or
withholding for, any taxes or other payments. Each of the Loan Documents and the
obligations of Borrower thereunder are in addition to and not in substitution
for any other obligations or security interests now or hereafter held by Lender
and shall not operate as a merger of any contract or debt or suspend the
fulfillment of or affect the rights, remedies, powers, or privileges of Lender
in respect of any obligation or other security interest held by it for the
fulfillment thereof. The rights and remedies provided in the Loan Documents are
cumulative and not exclusive of any other rights or remedies provided by law.
</P>
<P ALIGN="JUSTIFY">8.4&#9;<U>Successors</U>. This Agreement shall be binding
upon and inure to the benefit of Borrower, Lender and all future holders of the
Note, and their respective successors and assigns, except that Borrower may not
assign or transfer its rights or obligations hereunder without the prior written
consent of Lender. Lender shall have the unrestricted right at any time or from
time to time, and without Borrower's consent, to assign all or any portion of
its rights and obligations hereunder to one or more banks or other financial
institutions (each, an "Assignee"), and Borrower agrees that it shall execute,
or cause to be executed, such documents, including without limitation,
amendments to this Agreement and to any other documents, instruments and
agreements executed in connection herewith as Lender shall deem necessary to
effect the foregoing. In addition, at the request of Lender and any such
Assignee, Borrower shall issue one or more new promissory notes, as applicable,
to any such Assignee and, if Lender has retained any of its rights and
obligations hereunder following such assignment, to Lender, which new promissory
notes shall be issued in replacement of, but not in discharge of, the liability
evidenced by the Note held by Lender prior to such assignment and shall reflect
the amount of the respective Commitments and Loans held by such Assignee and
Lender after giving effect to such assignment. Upon the execution and delivery
of appropriate assignment documentation, amendments and any other documentation
required by Lender in connection with such assignment, and the payment by
Assignee of the purchase price agreed to by Lender, and such Assignee, such
Assignee shall be a party to this Agreement and shall have all of the rights and
obligations of Lender hereunder (and under any and all other guaranties,
documents, instruments and agreements executed in connection herewith) to the
extent that such rights and obligations have been assigned by Lender pursuant to
the assignment documentation between Lender and such Assignee, and Lender shall
be released from its obligations hereunder and thereunder to a corresponding
extent. Lender may furnish any information concerning Borrower in its possession
from time to time to prospective Assignees, provided that Lender shall require
any such prospective Assignee to agree in writing to maintain the
confidentiality of such information.</P>
<P ALIGN="JUSTIFY">8.5&#9;<U>Participants.</U> Lender shall have the
unrestricted right at any time and from time to time, and without the consent of
or notice to Borrower or any guarantor, to grant to one or more banks or other
financial institutions (each, a "Participant") participating interests in
Lender's obligation to lend under the Loan Documents and/or any or all of the
loans held by Lender hereunder. In the event of any such grant by Lender of a
participating interest to a Participant, whether or not upon notice to Borrower,
Lender shall remain responsible for the performance of its obligations under the
Loan Documents and Borrower shall continue to deal solely and directly with
Lender in connection with Lender's rights and obligations hereunder and
thereunder. Lender may furnish any information concerning Borrower in its
possession from time to time to prospective participants, provided that Lender
shall require any such prospective participant to agree in writing to maintain
the confidentiality of such information.</P>
<P ALIGN="JUSTIFY">8.6&#9;<U>Governing Law</U>. This Agreement, the Note and
other Loan Documents and the rights and obligations of the parties thereunder
shall be construed and interpreted in accordance with the laws of the
Commonwealth of Massachusetts (without giving effect to laws applicable to
conflicts or choice of law).</P>
<P ALIGN="JUSTIFY">8.7&#9;<U>Submission to Jurisdiction; Waiver of Trial by
Jury</U>.</P>
<P ALIGN="JUSTIFY">(a)&#9;BORROWER AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF
THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS MAY BE BROUGHT IN THE COURTS
OF THE COMMONWEALTH OF MASSACHUSETTS OR ANY FEDERAL COURT SITTING THEREIN AND
CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT AND SERVICE OF PROCESS
IN ANY SUCH SUIT BEING MADE UPON BORROWER BY MAIL AT THE ADDRESS SET FORTH
ABOVE. BORROWER HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO
THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN
INCONVENIENT FORUM.</P>
<P ALIGN="JUSTIFY">(b) THE BORROWER AND LENDER MUTUALLY HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF
ANY CLAIM BASED HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENTS CONTEMPLATED TO BE EXECUTED IN CONNECTION
HEREWITH OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER
VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS WAIVER CONSTITUTES A MATERIAL
INDUCEMENT FOR LENDER TO ACCEPT THIS AGREEMENT AND MAKE THE LOANS.</P>
<P ALIGN="JUSTIFY">8.8&#9;<U>Complete Agreement, Amendments</U>. This Agreement,
together with the Note and other Loan Documents is intended by the parties as
the final, complete and exclusive statement of the transactions evidenced
thereby. All prior or contemporaneous promises, agreements and understandings,
whether oral or written, are deemed to be superceded by this Agreement, together
with the Note and other Loan Documents, and no party is relying on any promise,
agreement or understanding not set forth in this Agreement, together with the
Note and other Loan Documents. This Agreement and the other Loan Documents may
not be amended or modified except by a written instrument describing such
amendment or modification executed by Borrower and Lender.</P>
<P ALIGN="JUSTIFY">8.9&#9;<U>Expenses</U>. Borrower shall pay on demand all
expenses of Lender in connection with the preparation, administration, default,
collection, waiver or amendment of loan terms, or in connection with Lender's
exercise, preservation or enforcement of any of its rights, remedies or options
hereunder, including, without limitation, reasonable fees of outside legal
counsel or the allocated costs of in-house legal counsel, accounting,
consulting, brokerage or other similar professional fees or expenses, any claim
or liability for any stamp, excise or other similar taxes and any penalties or
interest with respect thereto that may be levied, collected, withheld or
assessed by any jurisdiction in connection with the execution and delivery of
the Loan Documents or any modification thereof, and any fees or expenses
associated with travel or other costs relating to any appraisals or examinations
conducted in connection with the loan or any collateral therefor, and the amount
of all such expenses shall, until paid, bear interest at the rate applicable to
principal hereunder (including any default rate) and be an obligation secured by
any collateral. This covenant shall survive payment of the Loans and termination
of this Agreement. Borrower hereby authorizes Lender<B> </B>to debit Borrower's
accounts if Borrower fails to pay such amount promptly after demand. </P>
<P ALIGN="JUSTIFY">8.10&#9;<U>Indemnification</U>. Borrower agrees to indemnify
and hold Lender harmless from and against any and all loss, liability,
obligations, damages, penalties, judgments, actions, investigations, claims,
costs and expenses (including, without limitation, reasonable attorneys' fees
and disbursements) now or in the future incurred by or asserted against Lender
by any Person arising out of or in connection with any past, present, or future
action or inaction by Lender or Borrower in connection with any Loan Document,
or any transaction contemplated thereby, except any action or inaction arising
out of Lender's gross negligence or willful misconduct as determined by a court
of competent jurisdiction in an order binding on Lender and not subject to
appeal.</P>
<P ALIGN="JUSTIFY">8.11&#9;<U>Survival of Agreements</U>. All covenants,
agreements, representations and warranties made herein and in the certificates
delivered pursuant hereto shall survive the making of Loans and the execution
and delivery to Lender of the Note and shall continue in full force and effect
so long as any Note is outstanding and unpaid or this Agreement remains in
effect. All agreements, obligations and liabilities of Borrower under this
Agreement concerning the payment of money to Lender, other than the obligation
to pay principal of and interest on Loans, shall survive the payment in full of
Loans and termination of this Agreement.</P>
<P ALIGN="JUSTIFY">8.12&#9;<U>Severability</U>. Any provision hereof that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.</P>
<P ALIGN="JUSTIFY">8.13&#9;<U>Descriptive Headings</U>. The Table of Contents
and the captions in this Agreement are for convenience of reference only and
shall not define or limit the provisions hereof.</P>
<P ALIGN="JUSTIFY">8.14&#9;<U>Counterparts</U>. This Agreement may be executed
by one or more of the parties on any number of separate counterparts, and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument.</P>
<P ALIGN="JUSTIFY">8.15&#9;<U>Pledge to Federal Reserve.</U> Lender may at any
time pledge all or any portion of its rights under the Loan Documents including
any portion of the Note to any of the twelve (12) Federal Reserve Banks
organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341. No
such pledge or enforcement thereof shall release Lender from its obligations
under any of the Loan Documents.</P>
<P ALIGN="JUSTIFY">8.16&#9;<U>Lost Note.</U> Upon receipt of an affidavit of an
officer of Lender as to the loss, theft, destruction or mutilation of the Note
or any other Loan Documents which is not of public record, and, in the case of
any such loss, theft, destruction or mutilation, upon receipt of an affidavit of
surrender and cancellation of such Note or other Loan Document, Borrower will
issue, in lieu thereof, a replacement Note or other Loan Document in the same
principal amount thereof and otherwise of like tenor.</P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<B><P ALIGN="CENTER">[REMAINDER OF PAGE INTENTIONALLY BLANK]</P>
</B><P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as an instrument under seal by their respective duly
authorized officers as of the date first written above.</P>
<TABLE BORDER CELLSPACING=1 CELLPADDING=7 WIDTH=638>
<TR><TD WIDTH="50%" VALIGN="TOP">
<B><P>WITNESS:&#9;</B></TD>
<TD WIDTH="50%" VALIGN="TOP">
<B><P>CELL GENESYS, INC.</B></TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="50%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP">
<P ALIGN="JUSTIFY">___________________________&#9;</TD>
<TD WIDTH="50%" VALIGN="TOP">
<P ALIGN="JUSTIFY">By: __________________________________</TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP">
<P ALIGN="JUSTIFY">&#9;&#9;</TD>
<TD WIDTH="50%" VALIGN="TOP">
<P ALIGN="JUSTIFY">Name:&#9;_______________________________</TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP">
<P ALIGN="JUSTIFY">&#9;&#9;</TD>
<TD WIDTH="50%" VALIGN="TOP">
<P ALIGN="JUSTIFY">Title:&#9;_______________________________</TD>
</TR>
</TABLE>

<B><P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">&nbsp;</P></B>
<TABLE BORDER CELLSPACING=1 CELLPADDING=7 WIDTH=638>
<TR><TD WIDTH="50%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="50%" VALIGN="TOP">
<B><P ALIGN="JUSTIFY">FLEET NATIONAL BANK</B></TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="50%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="50%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP">
<P ALIGN="JUSTIFY">___________________________&#9;</TD>
<TD WIDTH="50%" VALIGN="TOP">
<P ALIGN="JUSTIFY">By: _________________________________</TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP">
<P ALIGN="JUSTIFY">&#9;&#9;</TD>
<TD WIDTH="50%" VALIGN="TOP">
<P ALIGN="JUSTIFY">Name:&#9;Kimberly A. Martone</TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP">
<P ALIGN="JUSTIFY">&#9;&#9;</TD>
<TD WIDTH="50%" VALIGN="TOP">
<P ALIGN="JUSTIFY">Title: &#9;Managing Director</TD>
</TR>
</TABLE>

<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="CENTER">&nbsp;</P>
<B><U><P ALIGN="CENTER">SCHEDULE 1</P>
<P ALIGN="CENTER">Definitions</P>
</B></U><P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">"<U>Abgenix Sale Tax Liability</U>" - (i) for the period from
the Initial Closing Date to (but not including) February 15, 2002, the amount
from time to time equal to fifteen percent (15%) of the market value of the
Borrower's equity interests in publicly-traded common stock of Abgenix, Inc., a
Delaware corporation; and (ii) for the period from and after February 15, 2002,
the amount selected by the Lender in its sole discretion (provided that the
Lender agrees to communicate with the Borrower in good faith prior to February
15, 2002 regarding the selection of such amount).</P>
<P ALIGN="JUSTIFY">"<U>Accumulated Funding Deficiency</U>" - the amount referred
to by such term as defined in Section 302(a)(2) of ERISA.</P>
<P ALIGN="JUSTIFY">"<U>Affiliate</U>" - as to any Person (a) any other Person
which, directly or indirectly, is in control of, is controlled by, or is under
common control with such Person, or (b) any other Person who is an officer or
director of such Person, or (c) any Person described in clause (a) above (other
than any Subsidiary all of the capital stock of which is owned by Borrower).</P>
<P ALIGN="JUSTIFY">"<U>Authorized Representative</U>" - any person holding the
position of President, Vice President, Treasurer or Secretary of the Borrower at
any time.</P>
<P ALIGN="JUSTIFY">"<U>Bankruptcy Code</U>" - The Bankruptcy Reform Act of 1978,
as heretofore and hereafter amended, and codified as 11 U.S.C.   101, <U>et</U>
<U>seq</U>. </P>
<P ALIGN="JUSTIFY">"<U>Borrowing Date</U>" - the Business Day on which any Loan
is made.</P>
<P ALIGN="JUSTIFY">"<U>Borrowing Base</U>" - </P>
<DIR>
<DIR>
<P ALIGN="JUSTIFY">(a)&#9;During a Level I Period, the sum of:</P>
<DIR>
<DIR>
<DIR>

<P ALIGN="JUSTIFY">(i) &#9;the value of the Eligible Liquid Collateral;</P>
<P ALIGN="JUSTIFY">LESS</P>
<P ALIGN="JUSTIFY">(ii) &#9;Hedging Exposure.</P>
</DIR>
</DIR>
</DIR>

<P ALIGN="JUSTIFY">(b)&#9;During a Level II Period, the sum of:</P>
<DIR>
<DIR>
<DIR>

<P ALIGN="JUSTIFY">(i)&#9;the sum of:</P>
<P ALIGN="JUSTIFY">&#9;(A) 100% of Eligible Liquid Collateral consisting of
cash; </P>
<P ALIGN="JUSTIFY">PLUS</P>
<P ALIGN="JUSTIFY">(B) 100% of Eligible Liquid Collateral consisting of
certificates of deposit with maturities of 365 days or less from the date of
acquisition issued by Lender;</P>
<P ALIGN="JUSTIFY">&#9;PLUS</P>
<P ALIGN="JUSTIFY">(C) 90% of Eligible Liquid Collateral consisting of
securities with maturities of 180 days or less from the date of acquisition
issued or fully guaranteed or insured as to payment of principal and interest by
the United States Treasury;</P>
<P ALIGN="JUSTIFY">&#9;PLUS</P>
<P ALIGN="JUSTIFY">(D) 80% of Eligible Liquid Collateral consisting of
securities with maturities of 180 days or less from the date of acquisition
issued or fully guaranteed or insured as to payment of principal and interest,
other than those consisting of United States Treasury obligations;</P>
<P ALIGN="JUSTIFY">&#9;PLUS</P>
<P ALIGN="JUSTIFY">(E) 70% of Eligible Liquid Collateral consisting of senior
unsecured bonds of a domestic corporate issuer rated at least A by a rating
agency acceptable to the Lender with maturities of 180 days or less from the
date of acquisition.</P>
<P ALIGN="JUSTIFY">LESS</P>
<P ALIGN="JUSTIFY">(ii) &#9;Hedging Exposure.</P>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>

<P ALIGN="JUSTIFY">"<U>Borrowing Limit</U>" - the lesser of the Term Loan Limit
or the Borrowing Base.</P>
<P ALIGN="JUSTIFY">"<U>Business Day</U>" - any day other than a Saturday, Sunday
or day on which shall be in the Commonwealth of Massachusetts a legal holiday or
a day on which banking institutions in Boston, Massachusetts are required or
authorized to close.</P>
<P ALIGN="JUSTIFY">"<U>Capital Asset</U>" - an asset that in accordance with
GAAP is required or permitted to be depreciated or amortized on Borrower's
balance sheet.</P>
<P ALIGN="JUSTIFY">"<U>Capital Equipment</U>" - equipment that in accordance
with GAAP is required or permitted to be depreciated or amortized on Borrower's
balance sheet.</P>
<P ALIGN="JUSTIFY">"<U>Capital Expenditures</U>" - for any period, the sum of
(i) all expenditures that, in accordance with GAAP, are required to be included
in land, property, plant or equipment or similar fixed asset account (whether
involving real or personal property) and (ii) Capital Lease Obligations incurred
during such period (excluding renewals of Capital Leases).</P>
<P ALIGN="JUSTIFY">"<U>Capital Lease</U>" - any capital lease, conditional sales
contract or other title retention agreement relating to the acquisition of
Capital Equipment.</P>
<P ALIGN="JUSTIFY">"<U>Capital Lease Obligations</U>" - the aggregate
capitalized amount of the obligations of Borrower under all Capital Leases.</P>
<P ALIGN="JUSTIFY">"<U>Cash Equivalents</U>" - any interest bearing investment
of Borrower which meets the definition of a "cash equivalent" under GAAP (i.e.,
purchased with a remaining maturity of 90 days or less). Such investments shall
be at least investment grade (A1/P1 for commercial paper, BBB or better for
bonds and similar investments).</P>
<P ALIGN="JUSTIFY">"<U>Certificate of Designations</U>" - that certain
Certificate of Designations, Preferences and Rights of Series B Convertible
Preferred Stock of Cell Genesys, Inc. dated November 13, 1997 that is attached
as Exhibit A to the Securities Purchase Agreement dated as of November 13, 1997
by and among the Borrower and the investors listed on the Schedule of Buyers
attached thereto, in the form attached to the Borrower's filing on form 8-K
dated November 14, 1997, without any amendment or supplement thereto or
modification thereof.</P>
<P ALIGN="JUSTIFY">"<U>Change in Control</U>" - at any time that any Person,
together with the affiliates and associates of such Person within the meaning of
Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), shall acquire beneficial ownership within the meaning of Rule 13d of the
Exchange Act of thirty-five (35%) percent or more of the voting stock or total
equity of the Borrower, or if a change in the Board of Directors of Borrower in
which the individuals who constituted the Board of Directors at the beginning of
the two (2) year period immediately preceding such change (together with any
other director whose election by the Board of Directors was approved by at least
two-thirds of the directors then in office at the beginning of such period)
cease for any reason to constitute a majority of the directors of the Borrower
then in office.</P>
<P ALIGN="JUSTIFY">"<U>Commitments</U>" - the Term Loan Commitment.</P>
<P ALIGN="JUSTIFY">"<U>Commonly Controlled Entity</U>" - an entity, whether or
not incorporated, which is under common control with Borrower within the meaning
of Section 414(b) or (c) of the IRC.</P>
<P ALIGN="JUSTIFY">"<U>Consolidated</U>" - when used with reference to any term,
that term as applied to the accounts of the Borrower and all of its
Subsidiaries, consolidated in accordance with GAAP.</P>
<P ALIGN="JUSTIFY">"<U>Contingent Liability</U>" - any obligation of Borrower
guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or
other obligations ("primary obligations") of any other Person (the "primary
obligor") in any manner, whether directly or indirectly.</P>
<P ALIGN="JUSTIFY">"<U>Default</U>" - any event specified in Article 7, whether
or not any requirement for the giving of notice or lapse of time or any other
condition has been satisfied.</P>
<P ALIGN="JUSTIFY">"<U>Dividends</U>" means, for any applicable period, the
aggregate of all amounts paid or payable (without duplication) as dividends
(exclusive of dividends payable solely in capital stock of Borrower),
distributions or owner withdrawals with respect to Borrower's shares of capital
stock, whether now or hereafter outstanding and includes any purchase,
redemption or other retirement of any shares of the Borrower's stock, directly
or indirectly.</P>
<P ALIGN="JUSTIFY">"<U>Dollars</U>" and "<U>$</U>" - lawful money of the United
States. Any reference to payment means payment in lawful money of the United
States in immediately available funds.</P>
<P ALIGN="JUSTIFY">"<U>Eligible Liquid Collateral</U>" - each of the
following:</P><DIR>
<DIR>

<P ALIGN="JUSTIFY">(a) cash;</P>
<P ALIGN="JUSTIFY">(b) securities with maturities of 180 days or less from the
date of acquisition issued or fully guaranteed or insured as to payment of
principal and interest by the United States or any agency thereof;</P>
<P ALIGN="JUSTIFY">(c) senior unsecured bonds of a domestic corporate issuer
rated at least A- or the equivalent by a rating agency acceptable to the Lender
with maturities of two years or less from the date of acquisition; and&#9;</P>
<P ALIGN="JUSTIFY">(d) certificates of deposit with maturities of 365 days or
less from the date of acquisition issued by Lender</P>
<P ALIGN="JUSTIFY">in each case only to the extent: (i) held by the Lender, (ii)
subject to the Lender's first priority, perfected, valid, and enforceable lien
and security interest to secure the Obligations, (iii) immediately available to
the Borrower, and (iv) not subject to any restriction on their use.</P></DIR>
</DIR>

<P ALIGN="JUSTIFY">"<U>ERISA</U>" - the Employee Retirement Income Security Act
of 1974, as amended from time to time, including all regulations promulgated
under such Act.</P>
<P ALIGN="JUSTIFY">"<U>Event of Default</U>" - any event specified in Article 7,
<U>provided</U> that any requirement for the giving of notice or lapse of time
or any other condition has been satisfied.</P>
<P ALIGN="JUSTIFY">"<U>GAAP</U>" - those generally accepted accounting
principles set forth in Statements of the Financial Accounting Standards Board
and in Opinions of the Accounting Principles Board of the American Institute of
Certified Public Accountants or which have other substantial authoritative
support in the United States and are applicable in the circumstances, as applied
on a consistent basis. As used in the preceding sentence "consistent basis"
shall mean that the accounting principles observed in the current period are
comparable in all material respects to those applied in the preceding
period.</P>
<P ALIGN="JUSTIFY">"<U>Hazardous Material</U>" - any hazardous waste, toxic
substance hazardous chemical, radioactive material, hazardous material, oil or
gasoline, under any applicable federal or state statute, county or municipal law
or ordinance, including (without limitation) any substance defined as a
"hazardous substance" or "toxic substance" (or comparable term) in the
Comprehensive Environmental Response, Compensation and Liability Act, as amended
(42 U.S.C. 9601, <U>et</U> <U>seq</U>.), the Hazardous Materials Transportation
Act (49 U.S.C. 1802), or the Resource Conservation and Recovery Act (42 U.S.C.
6901, <U>et</U> <U>seq</U>.).</P>
<P ALIGN="JUSTIFY">"<U>Hedging Obligations</U>" - liabilities of the Borrower
under any interest rate swap agreements, interest rate cap agreements, interest
rate collar agreements, or any other agreements or arrangements between Lender
and Borrower designed to protect the Borrower against fluctuations in interest
rates or currency exchange rates.</P>
<P ALIGN="JUSTIFY">"<U>Hedging Exposure</U>" - at any time, the maximum
liabilities as determined by the Lender that then exist or that could arise
thereafter under any then-existing interest rate swap agreements, interest rate
cap agreements, interest rate collar agreements, or any other agreements or
arrangements between Lender and Borrower designed to protect the Borrower
against fluctuations in interest rates or currency exchange rates. If there are
no such agreements or arrangements between Lender and Borrower as of a date,
then the Hedging Exposure as of such date shall be $-0-.</P>
<P ALIGN="JUSTIFY">"<U>Indebtedness</U>" - with respect to any Person, any item
that would properly be included as a liability on the liability side of a
balance sheet of such Person as of any date as of which Indebtedness is to be
determined and includes (but is not limited to) (a) all obligations for borrowed
money including all Loans, (b) all obligations evidenced by bonds, debentures,
notes or other similar instruments, (c) all obligations to pay the deferred
purchase price of property or services, (d) all Capital Lease Obligations, (e)
all Contingent Liabilities, and (e) all obligations in respect of advances made
or to be made under letters of credit issued for such Person's account and in
respect of acceptances of drafts drawn by such Person.</P>
<P ALIGN="JUSTIFY">"<U>Initial Borrowing Date</U>" - the date of this
Agreement.</P>
<P ALIGN="JUSTIFY">"<U>Intellectual Property</U>" - shall mean "Intellectual
Property," as defined in Section 101(35A) of the Bankruptcy Code, now or
hereafter owned by Borrower or any of its Subsidiaries, together with all of the
following property now or hereafter owned by Borrower or any of its
Subsidiaries: all domestic and foreign patents and patent applications;
inventions, discoveries and improvements, whether or not patentable; trademarks,
trademark applications and registrations; service marks, service mark
applications and registrations; copyrights, copyright applications and
registrations; all licenses therefor; trade secrets and all other proprietary
information.</P>
<P ALIGN="JUSTIFY">"<U>Investment</U>" - any transfers of property to,
contribution to capital of, acquisition of stock, other securities or evidences
of indebtedness of, acquisition of businesses of, or acquisition of property of,
any Person, other than in the ordinary course of business.</P>
<P ALIGN="JUSTIFY">"<U>IRC</U>" - the Internal Revenue Code of 1986, as amended
from time to time and including all regulations promulgated thereunder.</P>
<P ALIGN="JUSTIFY">"<U>Joint Venture</U>" - a single-purpose corporation,
partnership, limited liability company, joint venture or other similar legal
arrangement (whether created by contract or conducted through a separate legal
entity) now or hereafter formed by Borrower or any of its Subsidiaries with
another Person in order to conduct a common venture or enterprise with such
Person.</P>
<P ALIGN="JUSTIFY">"<U>Lien</U>" - any mortgage, deed of trust, pledge,
hypothecation, assignment, deposit arrangement, encumbrance (including, without
limitation, any easement, right-of-way, zoning or similar restriction or title
defect), lien (statutory or other) or preference, priority or other security
agreement or preferential arrangement of any kind or nature whatsoever
(including, without limitation, any conditional sale or other title retention
agreement, any financing lease having substantially the same economic effect as
any of the foregoing and the filing of any financing statement under the UCC or
comparable law of any jurisdiction).</P>
<P>"<U>Level I Period</U>" shall mean:</P><DIR>
<DIR>

<P>(a) the period from the Initial Borrowing Date to but excluding the earliest
to occur of (i) the first Reporting Date following the Initial Borrowing Date;
or (ii) the Borrower's delivery of a Notice of Anticipation of Series B
Convertible Preferred Stock Event; and</P>
<P>(b) the Business Day on which a senior financial officer of the Borrower
shall have delivered to the Lender a Compliance Certificate, together with the
related financial statements referred to in Section 4.1(c) hereof, demonstrating
in reasonable detail that the Modified Quick Ratio, as of the last day of the
fiscal quarter of the Borrower most recently ended, is greater than or equal to
1.5 to 1.0, to but excluding the earliest to occur of: (i) the next succeeding
Reporting Date; or (ii) the Borrower's delivery of a Notice of Anticipation of
Series B Convertible Preferred Stock Event.</P></DIR>
</DIR>

<P>"<U>Level II Period</U>" shall mean any period, other than a Level I
Period.</P>
<P ALIGN="JUSTIFY">"<U>Loan</U>" or "<U>Loans</U>" - any Term Loan.</P>
<P ALIGN="JUSTIFY">"<U>Loan Documents</U>" - this Agreement, the Term Note, the
Pledge Agreement, and all other instruments and documents executed in connection
with the Indebtedness covered hereby and thereby.</P>
<P ALIGN="JUSTIFY">"<U>Material Adverse Effect</U>" - means a material adverse
effect, as reasonably determined by the Lender, on (a) the property, business,
operations, financial condition, liabilities or capitalization of Borrower or of
Borrower and its Subsidiaries taken as a whole; or (b) the validity or
enforceability of any of the Loan Documents.</P>
<P ALIGN="JUSTIFY">"<U>Modified Quick Ratio</U>" - as of any date, the ratio of:
(a) the sum of (i) the Borrower's Unrestricted Cash; plus (ii) the market value
of the Borrower's equity interests in publicly-traded common stock of Abgenix,
Inc., a Delaware corporation; <U>divided</U> by (b) the sum of: (i) the
Borrower's Indebtedness; less (ii) Indebtedness of the Borrower that is
subordinated to the Obligations in a manner satisfactory to the Lender; less
(iii) the Borrower's deferred income; less (iv) the Borrower's deferred taxes;
plus (v) Abgenix Sale Tax Liability.</P>
<P ALIGN="JUSTIFY">"<U>Multiemployer Plan</U>" - a Plan which is a multiemployer
plan as defined in Section 3(37)(A) of ERISA or Section 414(f) of the IRC.</P>
<P ALIGN="JUSTIFY">"<U>Note</U>" - the Term Note.</P>
<P ALIGN="JUSTIFY">"<U>Notice of Anticipation of Series B Convertible Preferred
Stock Event</U>" - as defined in Section 4.5.</P>
<P ALIGN="JUSTIFY">"<U>Obligations</U>" means all loans, advances, interest,
fees, debts, guaranties, liabilities, obligations (including, without
limitation, the Loans, Hedging Obligations, and contingent obligations under
guarantees), agreements, undertakings, covenants and duties owing or to be
performed or observed by Borrower to or in favor of Lender, of every kind and
description (whether or not evidenced by any note or other instrument; for the
payment of money; arising out of the Loans, this Agreement or any other
agreement between Lender and Borrower or any other instrument of Borrower in
favor of Lender; arising out of or relating or similar to transactions described
herein; or contemplated as of the Initial Borrowing Date), direct or indirect,
absolute or contingent, due or to become due, now existing or hereafter arising,
including without limitation all interest, fees, charges, and amounts chargeable
to Borrower under this Agreement.</P>
<P ALIGN="JUSTIFY">"<U>PBGC</U>" - the Pension Benefit Guaranty Corporation
established pursuant to Subtitle A of Title IV of ERISA.</P>
<P ALIGN="JUSTIFY">"<U>Permitted Redemptions" - redemptions pursuant to Section
3(a), Section 3(b), and Section 4(a) of the Certificate of Designations of the
Borrower's Series B Convertible Preferred Stock, so long as there is no Event of
Default that has occurred and is continuing, </U>provided, however, that the
aggregate amount of Permitted Redemptions shall not exceed $17,000,000.</P>
<P ALIGN="JUSTIFY">"<U>Person</U>" - an individual, partnership, corporation,
business trust, joint stock company, trust, unincorporated association, joint
venture, governmental authority or other entity of whatever nature.</P>
<P ALIGN="JUSTIFY">"<U>Plan</U>" - any pension plan, as defined in Section 3(2)
of ERISA and any welfare plan, as defined in Section 3(1) of ERISA, which is
sponsored, maintained or contributed to by Borrower or any Commonly Controlled
Entity, or in respect of which Borrower or a Commonly Controlled Entity is an
"employer" as defined in Section 3(5) of ERISA.</P>
<P ALIGN="JUSTIFY">"<U>Pledge Agreement</U>" - the Pledge Agreement in the form
of <U>Exhibit C</U> hereto, as it may be amended, supplemented or otherwise
modified, from time to time.</P>
<P ALIGN="JUSTIFY">"<U>Prohibited Transaction</U>" - any of the transactions set
forth in Section 406 of ERISA to the extent not exempt under Section 408 of
ERISA.</P>
<P ALIGN="JUSTIFY">"<U>Purchased Equipment</U>" - the equipment, fixtures, and
leasehold improvements located at the Borrower's premises at 24570 Clawiter
Road, Hayward, California 94545 and 24590 Clawiter Road, Hayward, California
94545 that: (i) consist of Capital Assets; and (ii) have been purchased by
Borrower during the period commencing on the date twelve (12) months before the
Initial Borrowing Date and ending on the last day of the Term Loan Commitment
Period.</P>
<P ALIGN="JUSTIFY">"<U>Purchased Equipment Cost</U>" - the amount paid by
Borrower to purchase the Purchased Equipment.</P>
<P ALIGN="JUSTIFY">"<U>Reportable Event</U>" - any of the events set forth in
Section 4043(b) of ERISA.</P>
<P>"<U>Reporting Date</U>" - the first to occur of (i) the Business Day that the
Lender receives a Compliance Certificate of the Company providing the
information required to determine whether a period is a Level I Period or Level
II Period; or (ii) the first Business Day after the date on which the quarterly
or annual financial statement and Compliance Certificate is required to be
delivered to the Lenders pursuant to Section 4.1(c) of this Agreement.</P>
<U><P>"Series B Convertible Preferred Stock Event</U>" - The occurrence of any
of the following:</P>
<P>(a)&#9;a Major Transaction (as such term is defined when used in the
Certificate of Designations);</P>
<P>(b)&#9;a Triggering Event (as such term is defined when used in the
Certificate of Designations);</P>
<P>(c)&#9;the lapse of the Registration Statement (as such term is defined when
used in the Certificate of Designations) for any reason (including, without
limitation, the issuance of a stop order) or the Registration Statement (as such
term is defined when used in the Certificate of Designations) being unavailable
to the holder of the Preferred Shares (as such term is defined when used in the
Certificate of Designations) for sale of the Registrable Securities (as such
term is defined when used in the Certificate of Designations) in accordance with
the Registration Statement;</P>
<P>(d)&#9;the failure of the Common Stock (as such term is defined when used in
the Certificate of Designations) to be listed on the Nasdaq National Market, The
New York Stock Exchange, Inc., or the American Stock Exchange, Inc.;</P>
<P>(e)&#9;the delivery of a Notice of Major Transaction (as such term is defined
when used in the Certificate of Designations);</P>
<P>(f)&#9;the delivery of a Notice of Redemption at Option of Buyer Upon Major
Transaction (as such term is defined when used in the Certificate of
Designations);</P>
<P>(g)&#9;the delivery of a Notice of Triggering Event (as such term is defined
when used in the Certificate of Designations);</P>
<P>(h)&#9;the receipt of a Notice of Redemption at Option of Buyer Upon
Triggering Event (as such term is defined when used in the Certificate of
Designations);</P>
<P>(i)&#9;the receipt of a Notice of Conversion (as such term is defined when
used in the Certificate of Designations) at a time when any of the events listed
in clauses (x), (y), or (z) of Section 4 of the Certificate of Designations has
occurred;</P>
<P>(j)&#9;the delivery of an Inability to Fully Convert Notice (as such term is
defined when used in the Certificate of Designations); or</P>
<FONT SIZE=2><P ALIGN="JUSTIFY">(k)&#9;</FONT>the receipt of a Notice in
Response to Inability to Convert (as such term is defined when used in the
Certificate of Designations).<FONT SIZE=2> </P>
</FONT><P ALIGN="JUSTIFY">"<U>Subordinated Debt</U>" - Indebtedness of Borrower
and its Subsidiaries that by its terms is fully subordinated to the payment and
enforcement of the Loans in a manner satisfactory to the Lender.</P>
<P ALIGN="JUSTIFY">"<U>Subsidiary</U>" - with respect to any Person, any
corporation, partnership, trust or other organization, whether or not
incorporated, the majority of the voting stock or voting rights of which is
owned or controlled, directly or indirectly, by such Person.</P>
<P ALIGN="JUSTIFY">"<U>Term Loan</U>" - any loan made pursuant to Section 2.1.
</P>
<P ALIGN="JUSTIFY">"<U>Term Loan Commitment</U>" - the commitment by the Lender
to make Term Loans pursuant to Section 2.1.</P>
<P ALIGN="JUSTIFY">"<U>Term Loan Commitment Period</U>" - the period from and
including the Initial Borrowing Date to and including December 31, 2002.</P>
<P ALIGN="JUSTIFY">"<U>Term Loan Limit</U>" - $60,000,000, or such lesser amount
as reduced by Borrower in accordance with Section 2.6.</P>
<P ALIGN="JUSTIFY">"<U>Term Note</U>" - a promissory note of Borrower made to
evidence the Term Loans in the form of <U>Exhibit A</U>, as it may be amended,
supplemented or otherwise modified, from time to time.</P>
<P ALIGN="JUSTIFY">"<U>Termination Date</U>" - the earlier of (a) December 31,
2007, (b) the date set by the Borrower under Section 2.6(b), and (c) the date
the Lender's commitment to make Loans is terminated pursuant to Section 7.2 of
Article 7.</P>
<P ALIGN="JUSTIFY">"<U>Unrestricted Cash</U>" - cash and Cash Equivalents of the
Borrower that are readily available to Borrower and not subject to any
limitation or restriction on their use by the Borrower.</P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<FONT FACE="CG Omega" SIZE=1><P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY"><A NAME="DocumentNumber">#1070389 v\6 - 17100/1</A>85</P></FONT>


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<U><P ALIGN="CENTER">NOTICE OF BORROWING</P>
</U><P ALIGN="CENTER"></P>
<P>&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;Date: ____ , ___</P>

<P>Fleet National Bank<br>
   100 Federal Street<br>
   Boston, Massachusetts 02110<br>
   Attention:  High Tech Group</P>
<DIR>
<DIR>
<DIR>
<DIR>

<P>Re:&#9;Credit Agreement dated as of December __, 2001 (the &quot;<U>Credit
Agreement</U>&quot;), between Cell Genesys, Inc. (the
&quot;<U>Borrower</U>&quot;) and Fleet National Bank</P>
</DIR>
</DIR>
</DIR>
</DIR>

<P>Ladies and Gentlemen:</P>

<P>The undersigned, Cell Genesys, Inc. (the &quot;<U>Borrower</U>&quot;), refers
to the Credit Agreement, the terms defined therein being used herein as therein
defined, and hereby gives you notice irrevocably, pursuant to Section 2.2 of the
Credit Agreement, of the borrowing as a Term Loan specified below:</P>

<OL>

<OL>

<LI>The Business Day of the proposed borrowing is ________, __________.</LI>
<LI>The aggregate amount of the proposed borrowing is $ _________
(minimum aggregate amount equal to $500,000 or in excess thereof).</LI>
<LI>The borrowing is to be comprised of $ ______________ of [Variable Rate]
[LIBOR] Advances (for LIBOR Advances, $5,000,000 minimum, or an integral of
$1,000,000 in excess thereof).</LI>
<LI>The duration of the Interest Period for the LIBOR Advances included in the
borrowing shall be [30] [60] [90] days.</LI></OL>
</OL>

<P>The undersigned hereby certifies that the following statements are true on
the date hereof, and will be true on the date of the proposed borrowing, before
and also after giving effect thereto and to the intended use of the Loan:</P>

<P>(a)&#9;The representations and warranties made by any party to any Loan
Document (other than Lender) in any Loan Document or in any certificate,
document or financial or other statement furnished at any time under or in
connection therewith are true and correct in all material respects on and as of
the Borrowing Date for such Loan as if made on and as of such date, provided
that, if any such representation or warranty is expressly required in the Loan
Document or therein to be made only as of a specific date, such representation
or warranty was true or correct as of such date;</P>
<P>(b)&#9;The Borrower has prior to the making of such Loan acquired Eligible
Liquid Collateral in the amounts required by Section 4.7 of the Credit Agreement
(after giving effect to the proposed Loan) and continues as of the date of such
Loan to maintain such Eligible Liquid Collateral in the amounts required by
Section 4.7 of the Credit Agreement (after giving effect to the proposed
Loan);</P>
<P>(c)&#9;No Default or Event of Default has occurred that is continuing;</P>
<P>(d)&#9;There has occurred no event or change in circumstances having a
Material Adverse Effect since the date of the most recent financial statements
delivered by Borrower to Lender; and</P>
<P>(e)&#9;Such Loan will not cause the aggregate outstanding amount of Term
Loans to exceed the Borrowing Limit.</P>
<B><P ALIGN="CENTER">[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]</P></B>




<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=675>
<TR><TD WIDTH="50%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="50%" VALIGN="TOP">
<B><P>CELL GENESYS, INC.<br></B>
<br>
<P>By:____________________________<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Title: _____________________________</P>
</TD>
</TR>
</TABLE>



<U><P ALIGN="CENTER">NOTICE OF CONVERSION/CONTINUATION </P>
</U><P ALIGN="CENTER"></P>
<P>&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;Date: ____ , ___</P>

<P>Fleet National Bank<br>
   100 Federal Street<br>
   Boston, Massachusetts 02110<br>
   Attention:  High Tech Group</P>
<DIR>
<DIR>
<DIR>
<DIR>

<P>Re:&#9;Credit Agreement dated as of December __, 2001 (the &quot;<U>Credit
Agreement</U>&quot;), between Cell Genesys, Inc. (the
&quot;<U>Borrower</U>&quot;) and Fleet National Bank</P>
</DIR>
</DIR>
</DIR>
</DIR>

<P>Ladies and Gentlemen:</P>

<P>&nbsp;</P>
<P>The undersigned, Cell Genesys, Inc. (the &quot;<U>Company</U>&quot;), refers
to the Credit Agreement, the terms defined therein being used herein as therein
defined, and hereby gives you notice irrevocably, pursuant to Section 3.1.1 of
the Term Note of the [conversion] [continuation] of the Loans specified herein,
that:  </P>

<OL>

<OL>

<LI>The conversion/continuation date is  _______, ____.</LI>
<LI>The aggregate amount of the Loans to be [converted] [continued] is
$______ (minimum aggregate amount equal to $5,000,000 or an integral multiple of
$1,000,000 in excess thereof).</LI>
<LI>The Loans are to be [converted into] [continued as] [LIBOR] [Variable Rate]
Advances.</LI>
<LI> [If applicable:]  The duration of the Interest Period for the LIBOR
Advances included in the [conversion] [continuation] shall be <U>    </U>
months.</LI></OL>
</OL>

<P>The undersigned hereby certifies that the following statements are true on
the date hereof, and will be true on the date of the proposed
[continuation][conversion], before and also after giving effect thereto and to
the intended use of the [continuation][conversion]:</P>

<P>(a)&#9;The representations and warranties made by any party to any Loan
Document (other than Lender) in any Loan Document or in any certificate,
document or financial or other statement furnished at any time under or in
connection therewith are true and correct in all material respects on and as of
the date of [continuation][conversion] as if made on and as of such date,
provided that, if any such representation or warranty is expressly required in
the Loan Document or therein to be made only as of a specific date, such
representation or warranty was true or correct as of such date;</P>
<P>(b)&#9;The Borrower has prior to such [continuation][conversion] acquired
Eligible Liquid Collateral in the amounts required by Section 4.7 of the Credit
Agreement (after giving effect to the proposed [continuation][conversion]) and
continues as of the date of such [continuation][conversion]  to maintain such
Eligible Liquid Collateral in the amounts required by Section 4.7 of the Credit
Agreement (after giving effect to the proposed [continuation][conversion]);</P>
<P>(c)&#9;No Default or Event of Default has occurred that is continuing;</P>
<P>(d)&#9;There has occurred no event or change in circumstances having a
Material Adverse Effect since the date of the most recent financial statements
delivered by Borrower to Lender; and</P>
<P>(e)&#9;Such [continuation][conversion] will not cause the aggregate
outstanding amount of Term Loans to exceed the Borrowing Limit.</P>


<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=675>
<TR><TD WIDTH="50%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="50%" VALIGN="TOP">
<B><P>CELL GENESYS, INC.<br></B>
<br>
<P>By:____________________________<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Title: _____________________________</P>
</TD>
</TR>
</TABLE>


<FONT FACE="CG Omega" SIZE=1><P><A NAME="DocumentNumber">#1073892 v\1 - strehlap - n0mc01!.doc&#0; - 17100/85</A></P></FONT>


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<br>


<U><P ALIGN="CENTER">TERM NOTE</P>
</U><P ALIGN="JUSTIFY"></P>

<P>&nbsp;
<TABLE COLS=2 WIDTH="100%" >
<TR>
<TD VALIGN="TOP">
<FONT SIZE="3">
<P> $ 60,000,000.00
</FONT>
</TD>
<TD VALIGN="TOP">
<FONT SIZE="3">
<P ALIGN="RIGHT"> Boston, Massachusetts<br>
                           December 27, 2001</P>
</FONT>
</TD>
</TR>
</TABLE>

<P ALIGN="JUSTIFY"></P>
<OL>

<U><P ALIGN="JUSTIFY"><LI>Promise To Pay</U>.</LI></P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">FOR VALUE RECEIVED, CELL GENESYS, INC., a Delaware
corporation, having an address at 342 Lakeside Drive, Foster City, California
94404 (&quot;Borrower&quot;) promises to pay to the order of FLEET NATIONAL
BANK, a national banking association, having an address at 100 Federal Street,
Boston, Massachusetts 02110 (&quot;Lender&quot;), the principal sum of SIXTY
MILLION DOLLARS ($60,000,000.00), or so much thereof as may be advanced as Term
Loans from time to time under the Credit Agreement, defined below, with interest
thereon, or on the amount thereof from time to time outstanding, to be computed,
as hereinafter provided, on each advance from the date of its disbursement until
such principal sum shall be fully paid.  Interest and principal shall be payable
as set forth in Section 4 below.  The total principal sum, or the amount thereof
outstanding, together with any accrued but unpaid interest, shall be due and
payable in full on December 31, 2007, or earlier, as provided hereunder or in
the Credit Agreement.  All payments shall be in lawful money of the United
States in immediately available funds.</P>
<P ALIGN="JUSTIFY"></P>
<U><P ALIGN="JUSTIFY"><LI>Credit Agreement</U>.</LI></P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">This Note is issued pursuant to the terms, provisions and
conditions of a certain Credit Agreement between Borrower and Lender dated as of
the date hereof (the &quot;Credit Agreement&quot;), as amended from time to
time, and evidences the Term Loans made pursuant thereto.  Capitalized terms
used herein which are specifically defined herein shall have the meanings
assigned to such terms herein, and capitalized terms which are not otherwise
specifically defined shall have the same meaning herein as in the Credit
Agreement.</P>
<P ALIGN="JUSTIFY"></P>
<U><P ALIGN="JUSTIFY"><LI>Interest Rates</U>.</LI></P>
<P ALIGN="JUSTIFY"></P>
<OL>

<U><P ALIGN="JUSTIFY"><LI>Borrower's Options</U>.  Principal amounts outstanding
hereunder shall bear interest at the following rates, at Borrower's selection,
subject to the conditions and limitations provided for in this Note:  (i)
Variable Rate or (ii) Applicable LIBOR Rate.</LI></P>
<P ALIGN="JUSTIFY"></P>
<OL>

<U><P ALIGN="JUSTIFY"><LI>Selection To Be Made</U>.  Borrower shall select, and
thereafter may change the selection of, the applicable interest rate, from the
alternatives otherwise provided for in this Note, by giving Lender a Notice of
Rate Selection: (i) prior to the end of each Interest Period applicable to a
LIBOR Advance, or (iii) on any Business Day on which Borrower desires to convert
an outstanding Variable Rate Advance to a LIBOR Advance.</LI></P>
<P ALIGN="JUSTIFY"></P>
<U><P ALIGN="JUSTIFY"><LI>Notice of Rate Selection</U>.  A &quot;Notice of Rate
Selection&quot; shall be a written notice, given by cable, tested telex,
telecopier (with authorized signature), or by telephone if immediately confirmed
by such a written notice, from an Authorized Representative of Borrower which:
(i) is irrevocable with respect to the interest rate, amount, and Interest
Period selected; (ii) is received by Lender not later than 10:00 o'clock A.M.
Eastern Time:  (a) if a Applicable LIBOR Rate is selected, at least three (3)
Business Days prior to the first day of the Interest Period to which such
selection is to apply, (b) if a Variable Rate is selected, on the first day to
which it applies; and (iii) as to each selected interest rate option, sets forth
the aggregate principal amount(s) to which such interest rate option(s) shall
apply and the Interest Period(s) applicable to each LIBOR Advance.</LI></P>
<P ALIGN="JUSTIFY"></P>
<U><P ALIGN="JUSTIFY"><LI>If No Notice</U>.  If Borrower submits a borrowing
request without a Notice of Rate Selection, the Borrower authorizes the Lender
in its discretion to (a) refuse to make the requested Term Loans, or (b) make
such Term Loans as Variable Rate Advances.  At the end of each applicable
Interest Period, the applicable LIBOR Advance shall be converted to a Variable
Rate Advance unless Borrower selects another option in accordance with the
provisions of this Note.  </LI></P></OL>

<P ALIGN="JUSTIFY"></P>
<U><P ALIGN="JUSTIFY"><LI>Telephonic Notice</U>.  Without in any way limiting
Borrower's obligation to confirm in writing any telephonic notice, Lender may
act without liability upon the basis of telephonic notice believed by Lender in
good faith to be from Borrower prior to receipt of written confirmation.  In
each case Borrower hereby waives the right to dispute Lender's record of the
terms of such telephonic Notice of Rate Selection in the absence of manifest
error.</LI></P>
<P ALIGN="JUSTIFY"></P>
<U><P ALIGN="JUSTIFY"><LI>Limits On Options</U>.  Each LIBOR Advance shall be in
a minimum amount of $5,000,000.00 or an integral multiple of $1,000,000.00 in
excess thereof.  At no time shall there be outstanding a total of more than
three (3) LIBOR Advances.</LI></P></OL>

<P ALIGN="JUSTIFY"></P>
<U><P ALIGN="JUSTIFY"><LI>Payment of Interest and Principal</U>.</LI></P>
<P ALIGN="JUSTIFY"></P>
<OL>

<U><P ALIGN="JUSTIFY"><LI>Payment and Calculation of Interest</U>.  All interest
shall be payable in arrears (i) on the last Business Day of each month (with
respect to Variable Rate Advances) or (ii) on the last day of each Interest
Period (with respect to LIBOR Advances)<B> </B>until the principal together with
all interest and other charges payable with respect to the Loan Advances shall
be fully paid.  All computations of interest under this Note shall be made on
the basis of a three hundred sixty (360) day year and the actual number of days
elapsed.  Each change in the Prime Rate shall simultaneously change the Variable
Rate payable under this Note, without notice or demand.  Interest at the
Applicable LIBOR Rate shall be computed from and including the first day of the
applicable Interest Period to, but excluding, the last day thereof.</LI></P>
<P ALIGN="JUSTIFY"></P>
<U><P ALIGN="JUSTIFY"><LI>Principal</U>. Term Loans shall be paid in twenty (20)
quarterly installments, as follows: (x) the first nineteen (19) of which shall
be payable on the last Business Day of each calendar quarter commencing on March
31, 2003 and in an amount equal to the quotient of (i) the aggregate principal
amount of such Term Loans at the close of business on December 31, 2002 divided
by (ii) twenty-seven (27) and (y) the twentieth (20th) installment shall be
payable on December 31, 2007 and shall be in the then outstanding amount of such
Term Loans.</LI></P>
<P ALIGN="JUSTIFY"></P>
<U><P ALIGN="JUSTIFY"><LI>Business Days; Late Fee.</U>  If the entire amount of
any required principal and/or interest is not paid in full within ten (10) days
after the same is due, Borrower shall pay the Lender a late fee equal to five
percent (5%) of the required payment.</LI></P>
<P ALIGN="JUSTIFY"></P>
<U><P ALIGN="JUSTIFY"><LI>Prepayment</U>.  The Loan Advances or any portion
thereof may be prepaid in full or in part at any time without premium or penalty
with respect to Variable Rate Advances and, with respect to LIBOR Advances
subject to a make-whole provision, as set forth in Section 4.7, and upon payment
of the yield maintenance fee (as defined herein).  Any partial prepayment of
principal made prior to the occurrence of any Event of Default shall first be
applied to any installment of principal then due and then be applied to the
principal due in the reverse order of maturity, and no such partial prepayment
shall relieve Borrower of the obligation to pay each subsequent installment of
principal when due.</LI></P>
<P ALIGN="JUSTIFY"></P>
<U><P ALIGN="JUSTIFY"><LI>Maturity</U>.  On the Maturity Date, all accrued
interest, principal and other charges due with respect to the Loan Advances
shall be due and payable in full and the principal balance and such other
charges, but not unpaid interest, shall continue to bear interest at the Default
Rate until so paid.</LI></P>
<P ALIGN="JUSTIFY"></P>
<U><P ALIGN="JUSTIFY"><LI>Default Rate</U>. Upon and during the continuance of
an Event of Default, after the Maturity Date, or after judgment has been
rendered on this Note, the unpaid principal of all Loan Advances shall, at the
option of the Lender, bear interest at a rate which is four (4) percentage
points per annum greater than that which would otherwise be applicable (the
&quot;Default Rate&quot;).</LI></P>
<P ALIGN="JUSTIFY"></P>
<U><P ALIGN="JUSTIFY"><LI>Make Whole Provision</U>.  Borrower may prepay a LIBOR
Advance only upon at least three (3) Business Days prior written notice to
Lender (which notice shall be irrevocable), and any such prepayment shall occur
only on the last day of the Interest Period for such LIBOR Advance.  Borrower
shall pay Lender, upon request of Lender, such amount or amounts as shall be
sufficient (in the reasonable opinion of Lender) to compensate it for any loss,
cost, or expense incurred as a result of: (i) any payment of a LIBOR Advance on
a date other than the last day of the Interest Period for such LIBOR Advance;
(ii) any failure by Borrower to borrow a LIBOR Advance on the date specified by
Borrower's written notice; (iii) any failure by Borrower to pay a LIBOR Advance
on the date for payment specified in Borrower's written notice.  Upon the
occurrence of any of the events set forth in items (i), (ii), or (iii) of the
foregoing sentence, and without limiting the foregoing, Borrower shall pay to
Lender a &quot;yield maintenance fee&quot; in an amount computed as follows: The
current rate for United States Treasury securities (bills on a discounted basis
shall be converted to a bond equivalent) (the &quot;United States Treasury
Security Rate&quot;) with a maturity date closest to the maturity date of the
term chosen pursuant to the LIBOR Election (as defined below) as to which the
prepayment is made, shall be subtracted from the Applicable LIBOR Rate in effect
at the time of prepayment.  If the result is zero or a negative number, there
shall be no yield maintenance fee.  If the result is a positive number, then the
resulting percentage shall be multiplied by the amount of the principal balance
being prepaid.  The resulting amount shall be divided by 360 and multiplied by
the number of days remaining in the term chosen pursuant to the LIBOR Election
as to which the prepayment is made.  Said amount shall be reduced to present
value calculated by using the number of days remaining in the designated term
and using the above-referenced United States Treasury Security Rate and the
number of days remaining in the term chosen pursuant to the LIBOR Election as to
which the prepayment is made.  The resulting amount shall be the yield
maintenance fee due to Lender upon prepayment of any LIBOR Advance.  Each
reference in this paragraph to &quot;LIBOR Election&quot; shall mean the
election by the Borrower to apply the Applicable LIBOR Rate to the Loan Advance,
pursuant to a Notice of Rate Selection.  If by reason of an Event of Default,
Lender elects to declare the Obligations to be immediately due and payable, then
any yield maintenance fee with respect to the Loan Advance shall become due and
payable in the same manner as though Borrower had exercised such right of
prepayment.</LI></P></OL>

<P ALIGN="JUSTIFY"></P>
<U><P ALIGN="JUSTIFY"><LI>Certain Definitions and Provisions Relating To
Interest Rate</U>.</LI></P>
<P ALIGN="JUSTIFY"></P>
<OL>

<U><P ALIGN="JUSTIFY"><LI>Applicable LIBOR Rate</U>.  The term &quot;Applicable
LIBOR Rate&quot; means the per annum rate equal to the LIBOR Rate plus the
Applicable Margin.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Applicable Margin</U>.  One percent (1.0%) per
annum.</LI></P>
<P ALIGN="JUSTIFY"></P>
<U><P ALIGN="JUSTIFY"><LI>Business Day; Same Calendar Month</U>. If any day on
which a payment is due is not a Business Day, then the payment shall be due on
the next day following which is a Business Day, unless, with respect to LIBOR
Advances, the effect would be to make the payment due in the next calendar
month, in which event such payment shall be due on the next preceding day which
is a Business Day, and such extension of time (or reduction in time, as the case
may be), shall be included in computing interest and fees in connection with
such payment.  Further, if there is no corresponding day for a payment in the
given calendar month (i.e., there is no &quot;February 30th&quot;), the payment
shall be due on the last Business Day of the calendar month.</LI></P>
<P ALIGN="JUSTIFY"></P>
<U><P ALIGN="JUSTIFY"><LI>Dollars</U>.  The term &quot;Dollars&quot; or
&quot;$&quot; means lawful money of the United States.</LI></P>
<P ALIGN="JUSTIFY"></P>
<U><P ALIGN="JUSTIFY"><LI>Interest Period</U>.  </LI></P>
<P ALIGN="JUSTIFY"></P>
<OL>

<P ALIGN="JUSTIFY"><LI>The term &quot;Interest Period&quot; means with respect
to each LIBOR Advance:  a period of 30, 60, or 90 days, subject to availability,
as selected, or deemed selected, by Borrower at least three (3) Business Days
prior to the end of the current Interest Period or the commencement of the next
Interest Period.  Each such Interest Period shall commence on the Business Day
so selected, or deemed selected, by Borrower and shall end on the numerically
corresponding day in the month in which the Interest Period ends;
<U>provided</U>, <U>however</U>: (i) if there is no such numerically
corresponding day, such Interest Period shall end on the last Business Day of
the applicable month, (ii) if the last day of such an Interest Period would
otherwise occur on a day which is not a Business Day, such Interest Period shall
be extended to the next succeeding Business Day; but (iii) if such extension
would otherwise cause such last day to occur in a new calendar month, then such
last day shall occur on the next preceding Business Day. </LI></P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"><LI>No Interest Period may be selected which would end beyond
the Maturity Date.</LI></P></OL>

<P ALIGN="JUSTIFY"></P>
<U><P ALIGN="JUSTIFY"><LI>LIBOR Advance</U>.  The term &quot;LIBOR Advance&quot;
means any principal outstanding under this Note which pursuant to this Note
bears interest at the Applicable LIBOR Rate.</LI></P>
<P ALIGN="JUSTIFY"></P>
<U><P ALIGN="JUSTIFY"><LI>LIBOR Rate</U>. The term "LIBOR Rate" shall mean, as
applicable to any LIBOR Advance, the rate per annum as determined on the basis
of the offered rates for deposits in U.S. Dollars, for a period of time
comparable to such LIBOR Advance which appears on the Telerate page 3750 as of
11:00 a.m. London time on the day that is two London Banking Days preceding the
first day of such LIBOR Advance; provided, however, if the rate described above
does not appear on the Telerate System on any applicable interest determination
date, the LIBOR Rate shall be the rate (rounded upward, if necessary, to the
nearest one hundred-thousandth of a percentage point), determined on the basis
of the offered rates for deposits in U.S. dollars for a period of time
comparable to such LIBOR Advance which are offered by four major banks in the
London interbank market at approximately 11:00 a.m. London time, on the day that
is two (2) London Banking Days preceding the first day of such LIBOR Advance as
selected by Lender. The principal London office of each of the four major London
banks will be requested to provide a quotation of its U.S. Dollar deposit
offered rate. If at least two such quotations are provided, the rate for that
date will be the arithmetic mean of the quotations. If fewer than two quotations
are provided as requested, the rate for that date will be determined on the
basis of the rates quoted for loans in U.S. dollars to leading European banks
for a period of time comparable to such LIBOR Advance offered by major banks in
New York City at approximately 11:00 a.m. New York City time, on the day that is
two (2) London Banking Days preceding the first day of such LIBOR Advance. In
the event that Lender is unable to obtain any such quotation as provided above,
it will be deemed that the LIBOR Rate pursuant to a LIBOR Advance cannot be
determined. In the event that the Board of Governors of the Federal Reserve
System shall impose a Reserve Percentage with respect to LIBOR Rate-based
deposits of Lender then for any period during which such Reserve Percentage
shall apply, the LIBOR Rate shall be equal to the amount determined above
divided by an amount equal to 1 minus the Reserve Percentage. "Reserve
Percentage" shall mean the maximum aggregate reserve requirement (including all
basic, supplemental, marginal and other reserves) which is imposed on member
banks of the Federal Reserve System against "Euro-currency Liabilities" as
defined in Regulation D.</LI></P>
<P ALIGN="JUSTIFY"></P>
<U><P ALIGN="JUSTIFY"><LI>Loan Advance</U>.  The term &quot;Loan Advance&quot;
means any portion of principal outstanding under this Note.</LI></P>
<P ALIGN="JUSTIFY"></P>
<U><P ALIGN="JUSTIFY"><LI>London Banking Day</U>.  The term &quot;London Banking
Day&quot; means a Business Day on which dealings in Dollar deposits are carried
on in the London interbank market and banks are open for business in
London.</LI></P>
<P ALIGN="JUSTIFY"></P>
<U><P ALIGN="JUSTIFY"><LI>Maturity Date</U>.  The term &quot;Maturity Date&quot;
means the Termination Date.</LI></P>
<P ALIGN="JUSTIFY"></P>
<U><P ALIGN="JUSTIFY"><LI>Prime Rate</U>.  The term &quot;Prime Rate&quot; means
the variable per annum rate of interest so designated from time to time by
Lender as its prime rate.  The Prime Rate is a reference rate and does not
necessarily represent the lowest or best rate being charged to any customer.
Changes in the rate of interest resulting from changes in the Prime Rate shall
take place immediately without notice or demand of any kind.</LI></P>
<P ALIGN="JUSTIFY"></P>
<U><P ALIGN="JUSTIFY"><LI>Variable Rate</U>.  The term &quot;Variable Rate&quot;
means a per annum rate equal at all times to the Prime Rate, with changes
therein to be effective simultaneously with any change in the Prime Rate,
without notice or demand.</LI></P>
<P ALIGN="JUSTIFY"></P>
<U><P ALIGN="JUSTIFY"><LI>Variable Rate Advance</U>.  The term &quot;Variable
Rate Advance&quot; means any principal amount outstanding under this Note which
pursuant to this Note bears interest at the Variable Rate.</LI></P></OL>

<P ALIGN="JUSTIFY"></P>
<U><P ALIGN="JUSTIFY"><LI>Additional Provisions Related to Interest Rate
Selection</U>.</LI></P>
<P ALIGN="JUSTIFY"></P>
<OL>

<U><P ALIGN="JUSTIFY"><LI>Increased Costs</U>.  If, due to any one or more of:
(i) the introduction of any applicable law or regulation or any change (other
than any change by way of imposition or increase of reserve requirements already
referred to in the definition of Applicable LIBOR Rate) in the interpretation or
application by any authority charged with the interpretation or application
thereof of any law or regulation; or (ii) the compliance with any guideline or
request from any governmental central bank or other governmental authority
(whether or not having the force of law), there shall be an increase in the cost
to Lender of agreeing to make or making, funding or maintaining LIBOR Advances,
including without limitation changes which affect or would affect the amount of
capital or reserves required or expected to be maintained by Lender, with
respect to all or any portion of the Loan Advances, or any corporation
controlling Lender, on account thereof, then Borrower from time to time shall,
upon written demand by Lender made within ninety (90) days of such increase in
cost, pay Lender additional amounts sufficient to indemnify Lender against the
increased cost.  A certificate as to the amount of the increased cost and the
reason therefor submitted to Borrower by Lender, in the absence of manifest
error, shall be conclusive and binding for all purposes.</LI></P>
<P ALIGN="JUSTIFY"></P>
<U><P ALIGN="JUSTIFY"><LI>Illegality</U>.  Notwithstanding any other provision
of this Note, if the introduction of or change in or in the interpretation of
any law, treaty, statute, regulation or interpretation thereof shall make it
unlawful, or any central bank or government authority shall assert by directive,
guideline or otherwise, that it is unlawful, for Lender to make or maintain
LIBOR Advances or to continue to fund or maintain LIBOR Advances then, on
written notice thereof and demand by Lender to Borrower, (a) the obligation of
Lender to make LIBOR Advances and to convert or continue any Loan Advances as
LIBOR Advances shall terminate and (b) Borrower shall convert all principal
outstanding under this Note into Variable Rate Advances.</LI></P>
<P ALIGN="JUSTIFY"></P>
<U><P ALIGN="JUSTIFY"><LI>Additional LIBOR Conditions</U>.  The selection by
Borrower of an Applicable LIBOR Rate and the maintenance of Loan Advances at
such rate shall be subject to the following additional terms and
conditions:</LI></P>
<P ALIGN="JUSTIFY"></P>
<OL>

<U><P ALIGN="JUSTIFY"><LI>Availability</U>.  If, before or after Borrower has
selected to take or maintain a LIBOR Advance, Lender notifies Borrower
that:</LI></P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">6.3.1.1.  dollar deposits in the amount and for the maturity
requested are not available to Lender in the London interbank market at the rate
specified in the definition of Applicable LIBOR Rate set forth above, or</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">6.3.1.2.  reasonable means do not exist for Lender to
determine the Applicable LIBOR Rate for the amounts and maturity requested,</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">then the principal which would have been a LIBOR Advance
shall be a Variable Rate Advance.</P>
<P ALIGN="JUSTIFY"></P>
<U><P ALIGN="JUSTIFY"><LI>Payments Net of Taxes</U>.  All payments and
prepayments of principal and interest under this Note shall be made net of any
taxes and costs resulting from having principal outstanding at or computed with
reference to an Applicable LIBOR Rate.  Without limiting the generality of the
preceding obligation, illustrations of such taxes and costs are taxes, or the
withholding of amounts for taxes, of any nature whatsoever including income,
excise, interest equalization taxes (other than United States or state taxes
based on the net income of Lender) as well as all levies, imposts, duties or
fees whether now in existence or as the result of a change in or promulgation of
any treaty, statute, regulation, or interpretation thereof or any directive
guideline or otherwise by a central bank or fiscal authority (whether or not
having the force of law) or a change in the basis of, or the time of payment of,
such taxes and other amounts resulting therefrom.</LI></P></OL>

<P ALIGN="JUSTIFY"></P>
<U><P ALIGN="JUSTIFY"><LI>Variable Rate Advances</U>.  Each Variable Rate
Advance shall continue as a Variable Rate Advance until the Maturity Date,
unless sooner converted or prepaid, in whole or in part, to a LIBOR Advance,
subject to the limitations and conditions set forth in this Note.</LI></P></OL>

<P ALIGN="JUSTIFY"></P>
<U><P ALIGN="JUSTIFY"><LI>Acceleration; Event of Default</U>.</LI></P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">Upon the occurrence and during the continuance of any Event
of Default, Lender may, at Lender's option, immediately exercise one or more of
the following rights: (a) declare all obligations of Lender to Borrower,
including, without limitation, the Commitments to be terminated, whereupon such
obligations shall immediately terminate; and (b) declare all obligations of
Borrower to Lender, including, without limitation, the Loan Advances and all
other amounts owing under the Credit Agreement and this Note to be immediately
due and payable, whereupon they shall immediately become due and payable without
presentment, demand, protest or notice of any kind, all of which are hereby
expressly waived; and (c) exercise any and all rights and remedies of the Lender
under Section&nbsp;10 of the Pledge Agreement <U>provided</U>, however, that
upon the occurrence of any such Event of Default specified in Sections 7.1(h) or
7.1(i) of the Credit Agreement, the Commitments shall immediately terminate and
all obligations of Borrower to Lender, including, without limitation, Loan
Advances and all other amounts owing under the Credit Agreement and this Note
shall immediately become due and payable without presentment, further demand,
protest or notice of any kind, all of which are hereby expressly waived and the
Lender may exercise any and all rights and remedies of the Lender under Section
10 of the Pledge Agreement.</P>
<U><P ALIGN="JUSTIFY"><LI>Certain Waivers, Consents and Agreements</U>.</LI></P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">Each and every party liable hereon or for the indebtedness
evidenced hereby whether as maker, endorser, guarantor, surety or otherwise
hereby:  (a) waives presentment, demand, protest, suretyship defenses and
defenses in the nature thereof; (b) waives any defenses based upon and
specifically assents to any and all extensions and postponements of the time for
payment, changes in terms and conditions and all other indulgences and
forbearances which may be granted by the holder to any party now or hereafter
liable hereunder or for the indebtedness evidenced hereby; (c) agrees to any
substitution, exchange, release, surrender or other delivery of any security or
collateral now or hereafter held hereunder or in connection with the Credit
Agreement, or any of the other Loan Documents, and to the addition or release of
any other party or person primarily or secondarily liable; (d) agrees that if
any security or collateral given to secure this Note or the indebtedness
evidenced hereby or to secure any of the obligations set forth or referred to in
the Credit Agreement, or any of the other Loan Documents, shall be found to be
unenforceable in full or to any extent, or if Lender or any other party shall
fail to duly perfect or protect such collateral, the same shall not relieve or
release any party liable hereon or thereon nor vitiate any other security or
collateral given for any obligations evidenced hereby or thereby; (e) subject to
the terms of the Credit Agreement, agrees to pay all costs and expenses incurred
by Lender or any other holder of this Note in connection with the indebtedness
evidenced hereby, including, without limitation, all reasonable attorneys' fees
and costs, for the implementation of the Term Loans evidenced hereby, the
collection of the indebtedness evidenced hereby and the enforcement of rights
and remedies hereunder or under the other Loan Documents, whether or not suit is
instituted; and (f) consents to all of the terms and conditions contained in
this Note, the Credit Agreement, and all other instruments now or hereafter
executed evidencing or governing all or any portion of the security or
collateral for this Note and for such Credit Agreement, or any one or more of
the other Loan Documents.</P>
<P ALIGN="JUSTIFY"></P>
<U><P ALIGN="JUSTIFY"><LI>Delay Not A Bar</U>.</LI></P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">No delay or omission on the part of the holder in exercising
any right hereunder or any right under any instrument or agreement now or
hereafter executed in connection herewith, or any agreement or instrument which
is given or may be given to secure the indebtedness evidenced hereby or by the
Credit Agreement, or any other agreement now or hereafter executed in connection
herewith or therewith shall operate as a waiver of any such right or of any
other right of such holder, nor shall any delay, omission or waiver on any one
occasion be deemed to be a bar to or waiver of the same or of any other right on
any future occasion.</P>
<P ALIGN="JUSTIFY"></P>
<U><P ALIGN="JUSTIFY"><LI>Partial Invalidity</U>.</LI></P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">The invalidity or unenforceability of any provision hereof,
of the Credit Agreement, of the other Loan Documents, or of any other
instrument, agreement or document now or hereafter executed in connection with
the Credit Agreement made pursuant hereto and thereto shall not impair or
vitiate any other provision of any of such instruments, agreements and
documents, all of which provisions shall be enforceable to the fullest extent
now or hereafter permitted by law.</P>
<P ALIGN="JUSTIFY"></P>
<U><P ALIGN="JUSTIFY"><LI>Compliance With Usury Laws</U>.</LI></P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">All agreements between Borrower and Lender are hereby
expressly limited so that in no contingency or event whatsoever, whether by
reason of acceleration of maturity of the indebtedness evidenced hereby or
otherwise, shall the amount paid or agreed to be paid to Lender for the use or
the forbearance of the indebtedness evidenced hereby exceed the maximum
permissible under applicable law.  As used herein, the term &quot;applicable
law&quot; shall mean the law in effect as of the date hereof, <U>provided</U>,
<U>however</U>, that in the event there is a change in the law which results in
a higher permissible rate of interest, then this Note shall be governed by such
new law as of its effective date.  In this regard, it is expressly agreed that
it is the intent of Borrower and Lender in the execution, delivery and
acceptance of this Note to contract in strict compliance with the laws of the
Commonwealth of Massachusetts from time to time in effect.  If, under or from
any circumstances whatsoever, fulfillment of any provision hereof or of any of
the Loan Documents at the time performance of such provision shall be due, shall
involve transcending the limit of validity prescribed by applicable law, then
the obligation to be fulfilled shall automatically be reduced to the limit of
such validity, and if under or from any circumstances whatsoever Lender should
ever receive as interest an amount which would exceed the highest lawful rate,
such amount which would be excessive interest shall be applied to the reduction
of the principal balance evidenced hereby and not to the payment of interest.
This provision shall control every other provision of all agreements between
Borrower and Lender.</P>
<P ALIGN="JUSTIFY"></P>
<U><P ALIGN="JUSTIFY"><LI>Waivers; Waiver of Jury Trial</U>.</LI></P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">BORROWER AND LENDER (BY ACCEPTANCE OF THIS NOTE) MUTUALLY
HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY
JURY IN RESPECT OF ANY CLAIM BASED HEREON, ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS NOTE OR ANY OTHER LOAN DOCUMENTS CONTEMPLATED TO BE
EXECUTED IN CONNECTION HEREWITH OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS,
STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY, INCLUDING,
WITHOUT LIMITATION, ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS OR
ACTIONS OF LENDER RELATING TO THE ADMINISTRATION OF THE LOAN ADVANCES OR
ENFORCEMENT OF THE LOAN DOCUMENTS, AND AGREE THAT NEITHER PARTY WILL SEEK TO
CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT
BE OR HAS NOT BEEN WAIVED. EXCEPT AS PROHIBITED BY LAW, BORROWER HEREBY WAIVES
ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION ANY SPECIAL,
EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN
ADDITION TO, ACTUAL DAMAGES. BORROWER CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT LENDER WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER. THIS
WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR LENDER TO ACCEPT THIS NOTE AND MAKE
THE LOAN ADVANCES.</P>
<P ALIGN="JUSTIFY"></P>
<U><P ALIGN="JUSTIFY"><LI>No Oral Change</U>.</LI></P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">This Note and the other Loan Documents may only be amended,
terminated, extended or otherwise modified by a writing signed by the party
against which enforcement is sought.  In no event shall any oral agreements,
promises, actions, inactions, knowledge, course of conduct, course of dealing,
or the like be effective to amend, terminate, extend or otherwise modify this
Note or any of the other Loan Documents.</P>
<P ALIGN="JUSTIFY"></P>
<U><P ALIGN="JUSTIFY"><LI>Rights of the Holder</U>.</LI></P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">This Note and the rights and remedies provided for herein may
be enforced by Lender or any subsequent holder hereof.  Wherever the context
permits each reference to the term &quot;holder&quot; herein shall mean and
refer to Lender or the then subsequent holder of this Note.</P>
<P ALIGN="JUSTIFY"></P>
<U><P ALIGN="JUSTIFY"><LI>Setoff</U>.</LI></P></OL>

<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">Borrower and any guarantor or endorser hereof hereby grant to
Lender, a continuing lien, security interest and right of setoff as security for
all liabilities and obligations to Lender, whether now existing or hereafter
arising, upon and against all deposits, credits, collateral and property, now or
hereafter in the possession, custody, safekeeping or control of Lender or any
entity under the control of FleetBoston Financial Corporation and its successors
and assigns or in transit to any of them. At any time, without demand or notice
(any such notice being expressly waived by Borrower}, Lender may setoff the same
or any part thereof and apply the same to any liability or obligation of
Borrower and any guarantor or endorser hereof even though unmatured and
regardless of the adequacy of any other collateral securing the Loan Advances.
ANY AND ALL RIGHTS TO REQUIRE LENDER TO EXERCISE ITS RIGHTS OR REMEDIES WITH
RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE LOAN ADVANCES, PRIOR TO
EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER
PROPERTY OF BORROWER OR ANY GUARANTOR OR ENDORSER HEREOF, ARE HEREBY KNOWINGLY,
VOLUNTARILY AND IRREVOCABLY WAIVED.</P>
<P ALIGN="JUSTIFY"></P>
<B><P ALIGN="CENTER">[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]</P>
</B><P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">IN WITNESS WHEREOF, Borrower has caused this Note to be duly
executed as of the date set forth above as a sealed instrument.</P>
<P ALIGN="JUSTIFY"></P>
<TABLE BORDER CELLSPACING=1 CELLPADDING=7 WIDTH=638>
<TR><TD WIDTH="50%" VALIGN="TOP">
<P ALIGN="JUSTIFY">Witness:&#9;</TD>
<TD WIDTH="50%" VALIGN="TOP">
<P ALIGN="JUSTIFY">CELL GENESYS, INC.</TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="50%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="50%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP">
<U><P>&#9;</U>&#9;</TD>
<TD WIDTH="50%" VALIGN="TOP">
<P>By: _____________________</TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP">
<P>&#9;</TD>
<TD WIDTH="50%" VALIGN="TOP">
<P>Name: _______________________</TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP">
<P>&#9;</TD>
<TD WIDTH="50%" VALIGN="TOP">
<P>Title:   _______________________</TD>
</TR>
</TABLE>

<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&nbsp;</P><DIR>
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<DIR>
<DIR>
<DIR>
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<FONT FACE="Century Gothic" SIZE=1><P ALIGN="JUSTIFY"><A NAME="DocumentNumber">#1070430 v\4 - 17100/1</A></P></DIR>
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<U><P ALIGN="CENTER">Exhibit B</P>
<P ALIGN="CENTER"></P>
<P ALIGN="CENTER">COMPLIANCE CERTIFICATE</P>
</U>
<P>&nbsp;</P>
<P>&#9;This Compliance Certificate is provided pursuant to Section 4.1 (c) of
that certain Credit Agreement (the &quot;Agreement&quot;) dated as of December
27, 2001, between Cell Genesys, Inc. (&quot;Company&quot;) and Fleet National
Bank (&quot;Lender&quot;).  The capitalized terms used herein shall have the
meanings ascribed to such terms in the Agreement.  The undersigned hereby
certifies as follows as of this date:</P>

<P>&#9;1.&#9;The representations and warranties made by the Company in the
Agreement and in each certificate, document or financial or other statement
furnished under or in connection therewith are true and accurate in all material
respects.</P>

<P>&#9;2.&#9;No Default or Event of Default under the Agreement has occurred and
is continuing.</P>

<B><P ALIGN="CENTER">[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]</P>
</B>
<P>&#9;IN WITNESS WHEREOF, this Certificate has been duly executed and delivered
as a sealed instrument at Boston, Massachusetts on this __ day of ____________,
_______.</P>

<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=675>
<TR><TD WIDTH="50%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="50%" VALIGN="TOP">
<P>CELL GENESYS, INC.<br>
<br>
<P>By:____________________________<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Name: ____________________________<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Title: _____________________________</P>
</TD>
</TR>
</TABLE>


<P>&nbsp;</P>
<FONT FACE="Gil Sans" SIZE=1><P><A NAME="DocumentNumber">#1072620 v\3 - 17100/1</A>85</P></FONT>


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<HR WIDTH="85%">
<br>
<br>
<br>

<B><U><P ALIGN="CENTER">PLEDGE AGREEMENT</P>
</B></U><P ALIGN="JUSTIFY">PLEDGE AGREEMENT, dated as of December, 27, 2001
(&quot;<U>Agreement</U>&quot;), CELL GENESYS, INC. a Delaware corporation
(&quot;<B><U>Pledgor</B></U>&quot;) and FLEET NATIONAL BANK, a national banking
association, (the &quot;<B>Lender</B>&quot;).</P>

<U><P ALIGN="CENTER">RECITALS</P></U>

<P ALIGN="JUSTIFY">The Lender has entered into a Credit Agreement dated as
of the date hereof (as amended from time to time the &quot;<B>Credit
Agreement</B>&quot;) with Pledgor, pursuant to which the Lender has agreed to
extend credit to the Pledgor.</P>
<P ALIGN="JUSTIFY">It is a condition precedent to the Lender entering into the
Credit Agreement that the Pledgor (i) enter into a pledge agreement with the
Lender substantially in the form of this Agreement, and (ii) deliver to the
Lender in pledge under the terms of this Agreement all of the Collateral (as
defined below).</P>
<P ALIGN="JUSTIFY">The Pledgor and the Lender hereby agree as follows:</P>
<OL>

<OL>

<B><U><P ALIGN="JUSTIFY"><LI>Defined Terms</B></U>.  For all purposes of this
Agreement (except where such interpretation would be inconsistent with the
context or the subject matter):</LI></P>
<OL TYPE="a">

<P ALIGN="JUSTIFY"><LI>terms specifically defined in this Agreement shall have
the meanings specifically assigned to them herein;</LI></P>
<P ALIGN="JUSTIFY"><LI>capitalized terms not defined in or by reference herein,
but defined in or by reference in the Credit Agreement, shall have the same
meanings herein as are specified for such terms in or by reference in the Credit
Agreement;</LI></P>
<P ALIGN="JUSTIFY"><LI>all terms not defined in or by reference herein, but
defined in the Code, shall have the meanings given to such terms in the Code;
and</LI></P>
<P ALIGN="JUSTIFY"><LI>the following terms shall have the meanings set forth
below:</LI></P></OL>

<P ALIGN="JUSTIFY">&quot;<B>Code</B>&quot;:  means the Uniform Commercial Code,
as now or hereafter in effect in The Commonwealth of Massachusetts.</P>
<P ALIGN="JUSTIFY">&quot;<B>Collateral</B>&quot;:  as defined in Section
2(a).</P>
<P ALIGN="JUSTIFY">&quot;<B>Obligations</B>&quot;:  (i) the
&quot;Obligations,&quot; as defined in the Credit Agreement and (ii) any and all
obligations of the Pledgor to the Lender arising under or related to this
Agreement due or to become due, now existing or hereafter arising, regardless of
how they arise, including obligations to perform acts and refrain from taking
action.</P>
<B><P ALIGN="JUSTIFY">&quot;Permitted Investment Activity&quot;</B>:  the
provision of instructions by the Pledgor to the Lender as to: (i) the
investments of Liquid Collateral, so long as no Default or Event of Default,
results therefrom, including, without limitation, the Borrower's failure to
comply with Section 4.7 of the Credit Agreement; or (ii) withdrawals of Liquid
Collateral, so long as no Default or Event of Default results therefrom,
including, without limitation, the Borrower's failure to comply with Section 4.7
of the Credit Agreement.</P>
<P ALIGN="JUSTIFY">&quot;<B>Proceeds</B>&quot;:  as defined in the Code.</P>
<B><U><P ALIGN="JUSTIFY"><LI>Security</B></U>.  (a)  As security for the full
and timely payment and performance of the Obligations (whether existing on the
date of this Agreement or arising at any time or times thereafter), the Pledgor
hereby pledges, assigns, grants a security interest in and to all of the
following property (hereinafter referred to as the
&quot;<U>Collateral</U>&quot;):</LI></P><OL TYPE="a">

<OL TYPE="i">

<P ALIGN="JUSTIFY"><LI>all funds, items, instruments, financial assets,
investments, investment property, deposit accounts, cash, certificates of
deposit, securities, securities entitlements, and other certificates, documents
and things of value at any time paid to, deposited to, credited to or held
(whether for collection, provisionally or otherwise) by or for the Lender or
issued by the Lender, including, without limitation, any of the foregoing held
in or credited to a &quot;safekeeping account&quot; by Lender, or purchased by
the Lender in its own name or in the name of the Pledgor at the request of the
Pledgor and all other assets and property of the Pledgor from time to time held
by or for the Lender or in transit to be so held (the &quot;Liquid
Collateral&quot;);</LI></P>
<P ALIGN="JUSTIFY"><LI>subject to the provisions of Section 5(a), all income,
interest, dividends and other distributions payable or distributable on or in
respect of the Liquid Collateral;</LI></P>
<P ALIGN="JUSTIFY"><LI>all investment property incident to the ownership of the
Liquid Collateral;</LI></P>
<P ALIGN="JUSTIFY"><LI>all of the Proceeds of any of the other property
described in the foregoing clauses (i) through (iii).</LI></P></OL>

<P ALIGN="JUSTIFY"><LI>The Lender shall have the sole right to exercise rights
with respect to the Collateral from time to time held therein, as set forth in
this Agreement, <U>provided, however</U>, that the Pledgor may engage in
Permitted Investment Activity so long as: (i) the Pledgor shall maintain and
continue to maintain Eligible Liquid Collateral such that the Borrowing Base is
at all times equal to or in excess of the sum of: (A) the outstanding principal
amount of Term Loans; plus (B) Hedging Exposure; and (ii) there is no Event of
Default that has occurred and is continuing.</LI></P>
<P ALIGN="JUSTIFY"><LI>Promptly upon receipt by the Pledgor of any property
constituting Collateral, the Pledgor will notify the Lender.  For the purpose of
perfecting the Lender's security interest in any such Collateral represented by
a certificate or other instrument, the Pledgor will promptly deliver such
certificate or instrument to the Lender duly endorsed by the Pledgor in blank or
accompanied by undated transfer powers therefore duly endorsed in blank.  The
Lender may (i) transfer Collateral into its own name or that of its nominee and
may receive the income and any distribution thereon and hold the same as
Collateral for any Obligations, whether or not a Default or Event of Default has
occurred; and (ii) upon or following the occurrence and during the continuance
of an Event of Default, apply the same to any Obligations.  For the purpose of
perfecting the Lender's security interest in any Collateral consisting of
uncertificated securities, the Pledgor will take all such actions as the Lender
reasonably may request or deem necessary to perfect its security interest in
such Collateral including, without limitation, holding such securities in an
account maintained by the Lender or in another account at a financial
intermediary designated by the Lender, entering into (and causing any financial
intermediary holding such securities to enter into) such control agreements or
other agreements or instruments as the Lender may reasonably request, and
delivering or causing any financial intermediary to deliver to the Lender such
acknowledgments, instruments, financing statements and other documents and
instruments as the Lender may reasonably request.</LI></P></OL>

<B><U><P ALIGN="JUSTIFY"><LI>Representations and Warranties</B></U>.  The
Pledgor represents and warrants to the Lender as follows:</LI></P>
<OL TYPE="a">

<P ALIGN="JUSTIFY"><LI>the Pledgor is the legal and beneficial owner of all of
the interests in respect of the Collateral, free and clear of any Lien thereon
except for the security interest created by this Agreement;</LI></P>
<P ALIGN="JUSTIFY"><LI>there are no certificates, instruments or other documents
representing the Collateral, other than those which themselves constitute
Collateral in the possession of and pledged to the Lender;</LI></P>
<P ALIGN="JUSTIFY"><LI>this Agreement creates a valid security interest in all
of the Pledgor's interests in the Collateral, securing the payment and
performance of the Obligations; and</LI></P>
<P ALIGN="JUSTIFY"><LI>other than the filing of UCC-1 financing statement in the
State of Delaware, no authorization, approval, or other action by, and no notice
to any governmental authority is required either (i) for the pledge by the
Pledgor of all of the Pledgor's interests in the Collateral pursuant to this
Agreement, (ii) for the execution, delivery or performance of this Agreement by
the Pledgor or (iii) for the exercise by the Lender of any of the rights and
remedies provided for in this Agreement.</LI></P></OL>

<P ALIGN="JUSTIFY">The foregoing representations and warranties will be deemed
to be made by the Pledgor as of the date of this Agreement, as of the date any
loan or other financial accommodation is made under the Credit Agreement and as
of the date of each pledge by the Pledgor of any additional interests of the
Pledgor in respect of any other Collateral pursuant to this Agreement.</P>
<B><U><P ALIGN="JUSTIFY"><LI>Further Assurances</B>.</U>  The Pledgor agrees
that at any time and from time to time, at the expense of the Pledgor, the
Pledgor will promptly execute and deliver all further instruments, notifications
and documents, and take all further action, as may be necessary or desirable, or
that the Lender may reasonably request, in order to perfect and protect the
security interest and pledge granted pursuant to this Agreement in respect of
any of the Collateral, or to enable the Lender to exercise and enforce any of
its rights and remedies under this Agreement.</LI></P>
<B><U><P ALIGN="JUSTIFY"><LI>Interest</B></U>.</LI></P>
<OL TYPE="a">

<P ALIGN="JUSTIFY"><LI>So long as no Event of Default shall have occurred and be
continuing (or would result from the occurrence of any of the actions described
in this Section 5(a)), the Pledgor shall be entitled to (i) exercise any and all
voting and all other consensual rights pertaining to the Collateral or any part
thereof for any purpose not inconsistent with the terms of the Agreement and the
other Loan Documents and in a manner which does not impair any of the Collateral
and (ii) receive and retain any and all income, interest and dividends paid in
respect of the Collateral.  So long as no Event of Default shall have occurred
and be continuing (or would result from the occurrence of any of the actions
described in this Section 5(a)), if the Lender receives any income, interest or
dividends paid in respect of the Collateral which the Pledgor is entitled to
receive pursuant to this Section 5(a), then the Lender shall, at the Borrower's
request delivered pursuant to the Lender's customary procedures, promptly pay
(or cause to be paid) to the Pledgor the amount of such income, interest or
dividends so received by the Lender.</LI></P>
<P ALIGN="JUSTIFY"><LI>Upon the occurrence and during the continuance of any
Event of Default:</LI></P>
<OL TYPE="i">

<P ALIGN="JUSTIFY"><LI>all rights of the Pledgor to receive the income, interest
or dividends which the Pledgor would otherwise be authorized to receive pursuant
to Section 5(a) shall cease, and all such rights shall thereupon become vested
in the Lender, which shall then have the sole right to receive and hold any such
interest as a part of the Collateral;</LI></P>
<P ALIGN="JUSTIFY"><LI>all income, interest or dividends received by the Pledgor
contrary to the provisions of Section 5(b)(i) shall be received in trust for the
benefit of the Lender, shall be segregated from other funds of the Pledgor and
shall be forthwith paid over to the Lender to be held by the Lender as
Collateral in the same form received by the Pledgor (with any necessary
endorsements or transfer powers, executed in blank, as the Lender may request);
and</LI></P>
<P ALIGN="JUSTIFY"><LI>at Lender's option, Lender may exercise any and all
voting and all of the consensual rights pertaining to the Collateral or any part
thereof.</LI></P></OL>
</OL>

<B><U><P ALIGN="JUSTIFY"><LI>Transfers and Other Encumbrances</U>.  </B>The
Pledgor shall not cause or permit, and shall not cause or permit any Person to
take any action that would cause, (a) the sale, transfer, assignment or other
disposition of, or the granting of any option with respect to, any of the
Pledgor's interests in the Collateral, whether by operation of law or otherwise
or (b) the creation or existence of any Liens upon or with respect to any of the
Collateral, whether by operation of law or otherwise, except for the security
interest and pledge created in favor of the Lender pursuant to this Agreement,
<U>provided, however</U>, that the Pledgor may engage in Permitted Investment
Activity so long as: (i) the Pledgor shall maintain and continue to maintain
Eligible Liquid Collateral such that the Borrowing Base is at all times equal to
or in excess of the sum of: (A) the outstanding principal amount of Term Loans;
plus (B) Hedging Exposure; and (ii) there is no Event of Default that has
occurred and is continuing.</LI></P>
<B><U><P ALIGN="JUSTIFY"><LI>Attorney-in-Fact</B></U>. </LI></P>
<OL TYPE="a">

<P ALIGN="JUSTIFY"><LI>The Pledgor appoints the Lender, its successors and
assigns, as the Pledgor's true and lawful attorney-in-fact, with full power of
substitution, for the purposes of carrying out the provisions of this Agreement
and taking any action and executing any instruments which such attorney-in-fact
may deem necessary or advisable to accomplish the purpose hereof, which
attorney-in-fact is irrevocable and coupled with an interest.  Without limiting
the generality of the foregoing, the Pledgor hereby irrevocably authorizes and
empowers the Lender, during the continuance of any Event of Default and at the
expense of the Pledgor, either in the Lender's own name or in the name of the
Pledgor, at any time and from time to time, to ask, demand, collect, receive,
receipt for, sue for, compound and give acquaintance for, any and all sums or
properties that may be or become due, payable or distributable to or in respect
of the Collateral or that constitute a part thereof, with full power to settle,
adjust or compromise any claim thereunder or therefore as fully as the Pledgor
could himself do, and to endorse or sign the name of the Pledgor on all
documents of satisfaction, discharge or receipt required or requested in
connection therewith and, in its discretion, to file any claim or take any
action or proceeding, either in its own name or in the name of the Pledgor or
otherwise, that the Lender may deem necessary or appropriate to collect or
otherwise realize upon any and all of the Collateral, or effect a transfer
thereof, or that may be necessary or appropriate to protect and preserve the
right, title and interest of the Lender in and to the Collateral and the
security intended to the afforded thereby.  The Pledgor hereby authorizes the
Lender to file financing statements under the Code describing the Collateral in
any filing offices selected by the Lender.</LI></P>
<P ALIGN="JUSTIFY"><LI>The Pledgor recognizes that the Lender may from time to
time purchase Collateral at the Pledgor's request or establish an account in
which the Borrowers' interests (including, without limitation, a
&quot;safekeeping account&quot;) in respect of the Collateral shall be held or
add additional accounts, whether attributable to new investment categories
selected by the Borrower or on account of certificate of deposits or certificate
of deposit accounts.  The Borrower hereby authorizes the Lender to make any such
purchases, changes and additions, whether with or without notice to Borrower,
and such purchases, changes and additions shall be effective immediately and
agrees that such purchases, accounts, and the contents thereof shall, whenever
purchased, created, deposited, or acquired, constitute Collateral hereunder.
</LI></P></OL>

<B><U><P ALIGN="JUSTIFY"><LI>Lender May Perform</B>.</U>  If the Pledgor fails
to perform any agreement or obligation contained in this Agreement, the Lender
may itself perform, or cause performance of, such agreement or obligation, and
the Pledgor shall pay the expenses of the Lender incurred in connection
therewith in accordance with Section 12 hereof.</LI></P>
<B><U><P ALIGN="JUSTIFY"><LI>Reasonable Care</B>.</U>  The Lender shall be
deemed to have exercised reasonable care in the custody and preservation of any
Collateral in its possession if the Lender accords such Collateral treatment
substantially equal to that which the Lender accords to its own
property.</LI></P>
<B><U><P ALIGN="JUSTIFY"><LI>Remedies upon Default</B></U>.  If any Event of
Default shall have occurred and be continuing, the Lender shall have, in
addition to its other rights and remedies provided for in this Agreement or
otherwise available under applicable law, all the rights and remedies of a
secured party under the Code, and, without limiting the generality of the
foregoing, the Lender may immediately, without (to the extent permitted by
applicable law) demand, advertisement or notice, except as specified below, sell
or liquidate the Pledgor's interests in any Collateral, or any part thereof, in
one or more parcels at public or private sale, at any exchange or broker's board
or at any of the Lender's offices or elsewhere, for cash, on credit or for
future delivery, and at such price or prices and upon such other terms as the
Lender may deem commercially reasonable.  The Pledgor agrees that, to the extent
reasonable notice of any such sale shall be required by applicable law, at least
ten (10) day's prior notice to the Pledgor of the time and place of any public
sale or the time after which any private sale (including, without limitation,
any sale on a securities exchange or in the over-the-counter market) is to be
made shall constitute reasonable notification.  The Lender shall not be
obligated to make any sale of any interests in respect of the Collateral
regardless of notice of sale having been given.</LI></P>
<B><U><P ALIGN="JUSTIFY"><LI>Termination of Agreement</U>.  </B>Upon the
termination of the Lender's obligation to make advances and other financial
accommodations under the Loan Agreement and the irrevocable payment and
performance in full of all of the Obligations, this Agreement shall cease and
terminate and the Pledgor's interests in the Collateral furnished hereunder by
the Pledgor shall revert to the Pledgor, and the estate, rights, title and
interest of the Lender therein shall cease, terminate and become void, and
thereupon the Lender shall promptly execute proper instruments acknowledging
satisfaction of and discharging this Agreement, and shall redeliver to the
Pledgor the Pledgor's interests in the Collateral furnished hereunder by the
Pledgor then in its possession.</LI></P>
<B><U><P ALIGN="JUSTIFY"><LI>Expenses; Indemnity</B></U>.  </LI></P>
<OL TYPE="a">

<P ALIGN="JUSTIFY"><LI>Upon demand, the Pledgor will pay to the Lender the
amount of any and all reasonable out-of-pocket expenses which the Lender may
incur in connection with (i) the preparation, registration, delivery and
administration of this Agreement (including, without limitation, attorney's fees
and expenses, expert and agents' fees, and brokerage fees and commissions), (ii)
the custody or preservation of, or the sale of, collection of, or other
realization upon, any of the Collateral, (iii) the exercise or enforcement of
any of the rights of the Lender under this Agreement or (iv) the failure by the
Pledgor to perform or observe any of its agreements or obligations under this
Agreement.  The Pledgor agrees to indemnify and hold harmless the Lender from
and against any and all claims, demands, losses, judgments and liabilities
(including liabilities for penalties) of any kind or nature, arising out of or
resulting from this Agreement or the exercise by the Lender of any rights, or
remedies granted to it under this Agreement, but excluding any such claims,
demands, losses, judgments or liabilities arising out of or resulting from the
gross negligence or willful misconduct of the Lender. In no event shall the
Lender be liable, in the absence of gross negligence or willful misconduct on
its part, for any matter or thing in connection with this Agreement other than
to account for moneys actually received by it in accordance with the terms of
this Agreement.  If and to the extent that the obligations of the Pledgor under
this Section 12 are unenforceable for any reason, the Pledgor agrees to make the
maximum contribution permitted by applicable law to the payment and satisfaction
of such obligations.</LI></P>
<P ALIGN="JUSTIFY"><LI>The Pledgor (i) shall be solely responsible for the
payment of, and shall promptly pay and discharge, all taxes, assessments and
other governmental charges or levies imposed upon the Collateral or upon the
income from the Collateral, (ii) shall file in a timely manner all tax returns
and reports required to be filed in connection therewith and (iii) shall
indemnify and hold the Lender harmless from and against all such taxes,
assessments and other governmental charges or levies (including interest and
penalties) and all costs and expenses incurred by the Lender in connection
therewith.</LI></P></OL>

<B><U><P ALIGN="JUSTIFY"><LI>No Implied Waivers: Rights Cumulative. </LI></P>
<OL TYPE="a">

</B></U><P ALIGN="JUSTIFY"><LI>No course of dealing between the Pledgor and the
Lender, and no delay on the part of the Lender in exercising any right, remedy,
power or privilege hereunder or provided at law or in equity or otherwise, shall
impair, prejudice or constitute a waiver of any such right, remedy, power or
privilege or be construed as a waiver of any Default or Event of Default or as
an acquiescence therein.</LI></P>
<P ALIGN="JUSTIFY"><LI>No right, remedy, power or privilege conferred on or
reserved to the hereunder or otherwise is intended to be exclusive of any other
right, remedy, power or privilege.  Each and every right, remedy, power or
privilege conferred on or reserved to the Lender hereunder or otherwise shall be
cumulative and in addition to each and every other right, remedy, power or
privilege so conferred on or reserved to the Lender and may be exercised at such
time or times or in such order and manner as the Lender shall deem appropriate
in its discretion.</LI></P></OL>

<B><U><P ALIGN="JUSTIFY"><LI>Specific Performance, etc</B>.</U>  The rights
granted to the Lender under this Agreement are of a special, unique, unusual and
extraordinary character.  The loss of any of such rights cannot reasonably or
adequately be compensated by way of damages in any action at law, and any
material breach by the Pledgor of any of its covenants, agreements or
obligations under this Agreement will cause the Lender irreparable injury and
damage.  In the event of any such breach, the Lender shall be entitled, as a
matter of right, to injunctive relief or other equitable relief in any court of
competent jurisdiction to prevent the violation or contravention of any of the
provisions of this Agreement or to compel compliance with the terms of this
Agreement by the Pledgor.  The Lender is absolutely and irrevocably authorized
and empowered by the Pledgor to demand specific performance of each of the
covenants and agreements of the Pledgor in this Agreement and the Pledgor
irrevocably waives any defense based on the adequacy of any remedy at law which
might otherwise be asserted by the Pledgor as a bar to the remedy of specific
performance in any action brought by the Lender against the Pledgor to enforce
any of the covenants or agreements of the Pledgor in this Agreement.</LI></P>
<B><U><P ALIGN="JUSTIFY"><LI>Amendments, etc</B>.</U>  No amendment or waiver of
any provision of this Agreement, and no consent to any departure by the Pledgor
from any provision of this Agreement, shall in any event be effective unless the
same shall be in writing and signed by the Lender and delivered to the Pledgor,
and then such waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given.</LI></P>
<B><U><P ALIGN="JUSTIFY"><LI>Notices</B></U>.  All notices, requests, demands
and other, communications shall be in writing (including telecopier
communication) and, if to the Pledgor, mailed, telecopied or delivered to it at
the address listed above; if to the Lender, mailed, telecopied or delivered to
it at the address specified for the Lender in the Credit Agreement; or as to
each party at such other address as shall be designated by such party in
writing.  All such notices, requests, demands and other communications shall be
deemed to have been given or made (i) when received, and, in any event, (ii)
three (3) Business Days after the date deposited in the mails, postage prepaid,
addressed as set forth above.</LI></P>
<B><U><P ALIGN="JUSTIFY"><LI>Continuing Security Interest</B>.</U>  This
Agreement shall create a continuing security interest in the Pledgor's interest
in the Collateral and shall (a) remain in full force and effect until
termination of the Lender's obligation to make advances and other financial
accommodations under the Loan Agreement and irrevocable payment in full of the
Obligations, (b) be binding upon the Pledgor and the Pledgor's successors,
trustees and assigns, and (c) inure, together with the rights and remedies of
the Lender under this Agreement, to the benefit of the Lender and its
successors, transferees and assigns.</LI></P>
<B><U><P ALIGN="JUSTIFY"><LI>Governing Law</B></U>.  <B>THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL
SUBSTANTIVE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS</B>.</LI></P>
<B><U><P ALIGN="JUSTIFY"><LI>Waiver of Jury Trial</B></U>.  TO THE EXTENT
PERMITTED BY APPLICABLE LAW, THE PLEDGOR (AND THE LENDER, BY ITS ACCEPTANCE
HEREOF) HEREBY WAIVES, AND COVENANTS NOT TO ASSERT (WHETHER AS PLAINTIFF,
DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF
ANY ISSUE, CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON
THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, WHETHER NOW EXISTING OR HEREAFTER
ARISING AND WHETHER IN CONTRACT, OR TORT OR OTHERWISE. THE PLEDGOR (AND THE
LENDER, BY ITS ACCEPTANCE HEREOF) ACKNOWLEDGES THAT THE PROVISIONS OF THIS
SECTION 19 CONSTITUTE A MATERIAL INDUCEMENT UPON WHICH EACH PARTY HERETO IS
RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT AND THE LOAN AGREEMENT.
THE LENDER AND BORROWER MAY EACH FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS
SECTION 19 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE BORROWER AND
LENDER, RESPECTIVELY,TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.</LI></P>
<B><U><P ALIGN="JUSTIFY"><LI>Headings, etc</B></U>.  Section headings in this
Agreement are included for the convenience of reference only and shall not
constitute a part of this Agreement for any other purpose.</LI></P></OL>
</OL>

<B><P ALIGN="CENTER">[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]</P>
</B><P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.</P>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=638>
<TR><TD WIDTH="50%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="50%" VALIGN="TOP">
<U><P>THE PLEDGOR:</U></TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="50%" VALIGN="TOP">
<P>CELL GENESYS, INC.</TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP">

<P>&nbsp;</TD>
<TD WIDTH="50%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP">
<U><P>&#9;</P>
</U><P>Witness</TD>
<TD WIDTH="50%" VALIGN="TOP">
<P>By: <U>&#9;&#9;&#9;&#9;&#9;&#9;</P>
</U><P>Title: &#9;<U>&#9;&#9;&#9;&#9;&#9;</U></TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="50%" VALIGN="TOP">
<U>
<P>THE LENDER:</U></TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="50%" VALIGN="TOP">
<P>FLEET NATIONAL BANK</TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="50%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="50%" VALIGN="TOP">
<P>By: <U>&#9;&#9;&#9;&#9;&#9;&#9;</P>
</U><P>Title: &#9;<U>&#9;&#9;&#9;&#9;&#9;</U></TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="50%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="50%" VALIGN="TOP">&nbsp;</TD>
</TR>
</TABLE>


<P>&nbsp;</P>
<FONT FACE="CG Omega" SIZE=1><P><A NAME="DocumentNumber">#1070428 v\6 -- 17100/1</A>85</P></FONT>



<br>
<br>
<br>
<HR WIDTH="85%">
<br>
<br>
<br>


<B><P ALIGN="CENTER">$60,000,000 Term Loan Facility<br>
                              among<br>
                  Cell Genesys, Inc.<br>
                   and<br>
                  Fleet National Bank</P>
<P ALIGN="CENTER">December 27, 2001</P>
<P ALIGN="CENTER">&nbsp;</P>
<P>BORROWER:
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<P>Cell Genesys, Inc.<br>
   342 Lakeside Drive<br>
   Foster City, California 94404<br>
   Attention: Matthew Pfeffer, Chief Financial Officer<br>
   Tel:<br>
   Fax: (650) 572-1624
   E-mail: matt.pfeffer@cellgenesys.com
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>

<P>LENDER:
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<P>Fleet National Bank<br>
   High Technology Division<br>
   100 Federal Street<br>
   Boston, Massachusetts 02110<br>
   Attention: Kimberly A. Martone, Managing Director<br>
   Tel: (617) 434-5316<br>
   Fax: (617) 434-0819<br>
   E-mail: kimberly_a_martone@fleet.com</P>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>

<P>BORROWER'S COUNSEL:</P>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<P>Wilson Sonsini Goodrich &amp; Rosati<br>
   650 Page Mill Road<br>
   Palo Alto, CA 94304-1050<br>
   Attention: Herbert P. Fockler, Esquire<br>
   Tel:<br>
   Fax: (650) 496-4367<br>
   E-mail: hfockler@wsgr.com</P>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>

<P>LENDER'S COUNSEL:</P>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<P>Brown, Rudnick, Freed &amp; Gesmer<br>
   One Financial Center<br>
   Boston, Massachusetts 02111<br>
   Attention: Andrew P. Strehle, Esquire<br>
   Tel: (617) 856-8569<br>
   Fax: (617) 856-8201<br>
   E-mail: astrehle@brfg.com</P>
</B><P>&nbsp;</P>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>

<P ALIGN="CENTER">FLEET NATIONAL BANK<br>
                  $60,000,000 TERM LOAN FACILITY<br>
                  CELL GENESYS, INC.</P>
<P ALIGN="CENTER">&nbsp;</P>
<TABLE BORDER CELLSPACING=1 BORDERCOLOR="#000000" CELLPADDING=7 WIDTH=666>
<TR><TD WIDTH="3%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="45%" VALIGN="TOP">
<U><P ALIGN="CENTER">DOCUMENTS</U></TD>
<TD WIDTH="21%" VALIGN="TOP">
<U><P ALIGN="CENTER">RESPONSIBLE PARTY</U></TD>
<TD WIDTH="32%" VALIGN="TOP">
<U><P ALIGN="CENTER">STATUS</U></TD>
</TR>
<TR><TD WIDTH="3%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="45%" VALIGN="TOP">
<P>Credit Agreement </TD>
<TD WIDTH="21%" VALIGN="TOP">
<P>BRF&amp;G</TD>
<TD WIDTH="32%" VALIGN="TOP">
<P>Revised Draft delivered Dec. 21; execution copy delivered Dec. 21</TD>
</TR>
<TR><TD WIDTH="3%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="45%" VALIGN="TOP">
<P>Schedule 1 (Definitions)</TD>
<TD WIDTH="21%" VALIGN="TOP">
<P>BRF&amp;G</TD>
<TD WIDTH="32%" VALIGN="TOP">
<P>Revised Draft delivered Dec. 21</TD>
</TR>
<TR><TD WIDTH="3%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="45%" VALIGN="TOP">
<P>Schedule 3.3 (Subsidiaries, Investments, Joint Ventures, Capitalization)</P>
<P>Schedule 3.6 (Consents and Approvals)</P>
<P>Schedule 3.8 (Litigation)</P>
<P>Schedule 3.11 (Burdensome Restrictions)</P>
<P>Schedule 3.18 (Location of Assets)</P>
<P>Schedule 3.20 (Intellectual Property Disclosure)</P>
<P>Schedule 3.21 (Existing Negative Pledges)</P>
<P>Schedule 5.1 (Disclosed Indebtedness)</P>
<P>Schedule 5.2 (Disclosed Contingent Liabilities)</P>
<P>Schedule 5.3 (Disclosed Liens)</P>
<P>Schedule 5.5 (Investment Policy)</TD>
<TD WIDTH="21%" VALIGN="TOP">
<P>Borrower</TD>
<TD WIDTH="32%" VALIGN="TOP">
<P>Final draft delivered Dec. 21; Borrower to deliver signed copy of investment
policy</TD>
</TR>
<TR><TD WIDTH="3%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="45%" VALIGN="TOP">
<P>Exhibit A - Term Note</P>
<P>Exhibit B - Compliance Certificate</P>
<P>Exhibit C - Pledge Agreement</TD>
<TD WIDTH="21%" VALIGN="TOP">
<P>BRF&amp;G</TD>
<TD WIDTH="32%" VALIGN="TOP">
<P>Complete</TD>
</TR>
<TR><TD WIDTH="3%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="45%" VALIGN="TOP">
<P>Term Note</TD>
<TD WIDTH="21%" VALIGN="TOP">
<P>BRF&amp;G</TD>
<TD WIDTH="32%" VALIGN="TOP">
<P>Execution copy delivered Dec. 21</TD>
</TR>
<TR><TD WIDTH="3%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="45%" VALIGN="TOP">
<P>Pledge Agreement</TD>
<TD WIDTH="21%" VALIGN="TOP">
<P>BRF&amp;G</TD>
<TD WIDTH="32%" VALIGN="TOP">
<P>Execution copy delivered Dec. 21</TD>
</TR>
<TR><TD WIDTH="3%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="45%" VALIGN="TOP">
<P>Uniform Commercial Code Financing Statement</TD>
<TD WIDTH="21%" VALIGN="TOP">
<P>BRF&amp;G</TD>
<TD WIDTH="32%" VALIGN="TOP">
<P>Filed Dec. 20</TD>
</TR>
<TR><TD WIDTH="3%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="45%" VALIGN="TOP">
<P>Federal Reserve Form U-1</TD>
<TD WIDTH="21%" VALIGN="TOP">
<P>Borrower</TD>
<TD WIDTH="32%" VALIGN="TOP">
<P>To be signed</TD>
</TR>
<TR><TD WIDTH="3%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="45%" VALIGN="TOP">
<P>Borrower's Secretary's Certificate as to:</TD>
<TD WIDTH="21%" VALIGN="TOP">
<P>Borrower</TD>
<TD WIDTH="32%" VALIGN="TOP">
<P>To be signed</TD>
</TR>
<TR><TD WIDTH="3%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="45%" VALIGN="TOP">
<P>a. Corporate Resolutions;</P>
<P>b. Incumbency;</P>
<P>c. Articles of Incorporation (certified by Secretary of State); and</P>
<P>d. By-Laws</TD>
<TD WIDTH="21%" VALIGN="TOP">
<P>Borrower</TD>
<TD WIDTH="32%" VALIGN="TOP">
<P>Copies delivered; Originals to follow</TD>
</TR>
<TR><TD WIDTH="3%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="45%" VALIGN="TOP">
<P>Legal Existence and Good Standing Certificate from Secretary of State for
Borrower and Subsidiaries</TD>
<TD WIDTH="21%" VALIGN="TOP">
<P>Borrower</TD>
<TD WIDTH="32%" VALIGN="TOP">
<P>Copies delivered; Originals to follow </TD>
</TR>
<TR><TD WIDTH="3%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="45%" VALIGN="TOP">
<P>Good Standing Certificates from all jurisdictions in which the Borrower and
Subsidiaries operate</TD>
<TD WIDTH="21%" VALIGN="TOP">
<P>Borrower</TD>
<TD WIDTH="32%" VALIGN="TOP">
<P>Copies delivered; Originals to follow </TD>
</TR>
<TR><TD WIDTH="3%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="45%" VALIGN="TOP">
<P>Tax Good Standing Certificates for Borrower and Subsidiaries (or Certificate
of Chief Financial Officer)</TD>
<TD WIDTH="21%" VALIGN="TOP">
<P>Borrower</TD>
<TD WIDTH="32%" VALIGN="TOP">
<P>Copies delivered; Originals to follow</TD>
</TR>
<TR><TD WIDTH="3%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="45%" VALIGN="TOP">
<P>UCC, tax lien and judgment searches for Borrower and Subsidiaries</TD>
<TD WIDTH="21%" VALIGN="TOP">
<P>BRF&amp;G</TD>
<TD WIDTH="32%" VALIGN="TOP">
<P>Completed for Borrowers and Subsidiaries (to be completed post-closing as to
prior names and acquisitions)</TD>
</TR>
<TR><TD WIDTH="3%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="45%" VALIGN="TOP">
<P>Terminations of existing UCC-1 financing statements (other than evidencing
Permitted Liens):</P>
<P>a. Finova (Note #40 and #41)</P>
<P>&nbsp;</P>
<P>b. All asset liens in Calydon (Perseus Capital and Cell Genesys)</P>
<P>c. Terminated equipment liens (Finova Technology Finance, Inc., Silicon
Valley Bank, and Lease Management Services (assigned to LMSI Venture Finance, a
division of Phoenixcor))</TD>
<TD WIDTH="21%" VALIGN="TOP">
<P>Borrower</TD>
<TD WIDTH="32%" VALIGN="TOP">
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>a. Borrower to deliver evidence of termination</P>
<P>b. Borrower to deliver evidence of termination</P>
<P>c. Borrower to deliver post-closing</TD>
</TR>
<TR><TD WIDTH="3%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="45%" VALIGN="TOP">
<P>Legal Opinion</TD>
<TD WIDTH="21%" VALIGN="TOP">
<P>Borrower's Counsel</TD>
<TD WIDTH="32%" VALIGN="TOP">
<P>WSGR to deliver final version</TD>
</TR>
<TR><TD WIDTH="3%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="45%" VALIGN="TOP">
<P>Officer's Certificate as to Closing</TD>
<TD WIDTH="21%" VALIGN="TOP">
<P>BRF&amp;G</TD>
<TD WIDTH="32%" VALIGN="TOP">
<P>To be signed</TD>
</TR>
<TR><TD WIDTH="3%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="45%" VALIGN="TOP">
<P>Compliance Certificate</TD>
<TD WIDTH="21%" VALIGN="TOP">
<P>BRF&amp;G</TD>
<TD WIDTH="32%" VALIGN="TOP">
<P>To be signed</TD>
</TR>
<TR><TD WIDTH="3%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="45%" VALIGN="TOP">
<P>Evidence of acquisition of Eligible Liquid Collateral</TD>
<TD WIDTH="21%" VALIGN="TOP">
<P>Borrower/Fleet</TD>
<TD WIDTH="32%" VALIGN="TOP">
<P>To be confirmed</TD>
</TR>
<TR><TD WIDTH="3%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="45%" VALIGN="TOP">
<P>Notice of Borrowing</TD>
<TD WIDTH="21%" VALIGN="TOP">
<P>BRF&amp;G</TD>
<TD WIDTH="32%" VALIGN="TOP">
<P>To be signed</TD>
</TR>
<TR><TD WIDTH="3%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="45%" VALIGN="TOP">
<P>Post-Closing Events Letter</TD>
<TD WIDTH="21%" VALIGN="TOP">
<P>BRF&amp;G</TD>
<TD WIDTH="32%" VALIGN="TOP">
<P>To be signed</TD>
</TR>
<TR><TD WIDTH="3%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="45%" VALIGN="TOP">
<P>Payment of second installment of $150,000 facility fee ($125,000)</TD>
<TD WIDTH="21%" VALIGN="TOP">
<P>Borrower</TD>
<TD WIDTH="32%" VALIGN="TOP">
<P>To be paid at closing</TD>
</TR>
<TR><TD WIDTH="3%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="45%" VALIGN="TOP">
<P>Payment of counsel's fees and expenses</TD>
<TD WIDTH="21%" VALIGN="TOP">
<P>Borrower</TD>
<TD WIDTH="32%" VALIGN="TOP">
<P>To be paid at closing</TD>
</TR>
</TABLE>

<P><A NAME="DocumentNumber">#1070432 v\6 - 17100/1</A><FONT FACE="Century Gothic" SIZE=1>85</P></FONT>


<br>
<br>
<br>
<HR WIDTH="85%">
<br>
<br>
<br>

<FONT SIZE=3><P ALIGN="CENTER">CELL GENESYS, INC.</P>
<P ALIGN="CENTER"></P>
<U><P ALIGN="CENTER">Officer's Certificate as to Closing</P>
</U><P ALIGN="CENTER"></P>
<P ALIGN="CENTER">&nbsp;</P>
<P>&#9;Reference is made to the Credit Agreement dated as of December 27, 2001
(the &quot;Credit Agreement&quot;) among Cell Genesys, Inc. (the
&quot;Company&quot;), a Delaware corporation and Fleet National Bank, a national
banking association.  All capitalized terms used herein and not defined herein
have the meanings ascribed to them in the Credit Agreement.</P>

<P>&#9;Pursuant to Section 6.1(o) of the Credit Agreement, the undersigned,
__________________, hereby certifies that he/she is the duly elected, qualified
and acting __________________________________ of the Company, and does hereby
further certify that:</P>

<OL>

<OL>

<LI>No Default has occurred and is continuing.</LI>
<LI>The representations and warranties made by the Company in Article 3
of the Credit Agreement, are true and correct in all material respects on and as
of the date hereof.</LI>
<LI>The insurance obtained by the Company in accordance with the
requirements of Section 4.4 of the Credit Agreement is in full force and effect
and that all premiums now due and payable thereon have been paid.</LI>
<LI>Except as disclosed on Schedule 3.8 to the Credit Agreement, no
litigation or proceeding exists or, to the best of my knowledge, is threatened,
against the Company or any of its Subsidiaries and, to the best of my knowledge,
no law or regulation has been proposed and not withdrawn that could reasonably
be expected to have a Material Adverse Effect.</LI></OL>
</OL>

<B><P ALIGN="CENTER">[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]</P>
</B>
<P>&#9;IN WITNESS WHEREOF, the undersigned has executed this certificate this
____ day of December, 2001.</P>

<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<P>____________________________________</P>
<P>Name:  _____________________________</P>
<P>Title:  ______________________________</P>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>

</FONT><FONT FACE="Century Gothic" SIZE=1><P><A NAME="DocumentNumber">#1070431 v\2 - 17100/1</A>85</P></FONT>



<br>
<br>
<br>
<HR WIDTH="85%">
<br>
<br>
<br>


<P ALIGN="CENTER">
                                 FLEET NATIONAL BANK<br>
                                    100 Federal Street<br>
                                       Boston, MA 02110</P>


<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=675>
<TR><TD WIDTH="55%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="45%" VALIGN="TOP">
<P>&#9;&#9;&#9;&#9;December 27, 2001</P>
</TD>
</TR>
</TABLE>

<P>Cell Genesys, Inc.<br>
   342 Lakeside Drive<br>
   Foster City, CA 94404</P>
<DIR>
<U><P>&#9;Re:&#9;Post-Closing Events</P></U>
</DIR>

<P>Ladies and Gentlemen:</P>
<P ALIGN="JUSTIFY">&#9;Reference is made to the Credit Agreement, dated as of
the date hereof (the "Agreement"), between Cell Genesys, Inc., a Delaware
corporation (the "Borrower") and Fleet National Bank, a national banking
association ("Lender"). Capitalized terms not otherwise defined herein shall
have the meanings given such terms in the Agreement. Lender has agreed to enter
into the Agreement on the date hereof without compliance by Borrower with all
the requirements of the Agreement to a closing, provided that adequate
assurances and procedures are made to ensure the prompt and expeditious
compliance by the Borrower with such requirements. The parties have entered into
this letter agreement to permit closing under the Agreement and to provide a
schedule for compliance by the Borrower.</P>
<P ALIGN="JUSTIFY">&#9;In consideration of these premises and for other good and
valuable consideration, the receipt and adequacy of which is hereby
acknowledged, and without limitation of the Borrower's other obligations to
Lender as set forth in the Agreement or in any of the other documents executed
or delivered in connection therewith, the parties agree as follows:</P>
<P>&#9;1.&#9;<U>UCC Search Results</U>. On or before January 18, 2002, the
Lender shall have received UCC and tax lien searches of appropriate filing
offices with respect to Chiron Corporation, Somatix Therapy Corporation, and
Neurologic Gene Therapeutics, Inc., together with evidence of termination
(including, without limitation, filed UCC-3 termination statements) of those
liens or security interests in or on that portion of the property identified
therein that has been acquired by the Borrower or its Subsidiaries.</P>
<P>&#9;2.&#9;<U>UCC Termination Statements</U>. On or before January 18, 2002,
the Lender shall have received evidence of termination (including, without
limitation, filed UCC-3 termination statements) of the liens or security
interests evidenced by the UCC-1 financing statements listed on <U>Exhibit A</U>
attached hereto. </P>
<P ALIGN="JUSTIFY">&#9;The failure of the Borrower to fully perform on a timely
basis any of the obligations set forth herein, if such failure shall continue
for ten (10) days following written notice of such failure from Lender to the
Borrower, shall constitute an immediate and automatic Event of Default under the
Agreement, without further notice or demand of any kind by Lender. Time is of
the essence.</P>
<P>&#9;This letter agreement is a document executed under seal and shall be
governed by Massachusetts laws.</P>

<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=675>
<TR><TD WIDTH="50%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="50%" VALIGN="TOP">
<P>FLEET NATIONAL BANK<br>
<br>
<P>By:____________________________<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Name: ____________________________<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Title: _____________________________</P>
</TD>
</TR>
</TABLE>

<P ALIGN="JUSTIFY">Agreed and consented to:</P>
<P ALIGN="JUSTIFY">CELL GENESYS, INC.</P>
<P>&nbsp;</P>
<P>By:____________________________<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Name: ______________________________<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Title:_____________________________</P>

<br>
<br>
<br>
<HR WIDTH="55%">
<br>
<br>
<br>

<U><P ALIGN="CENTER">EXHIBIT A</P>
</U><P ALIGN="CENTER">UCC-1's to be terminated by January 18, 2002</P>
<P ALIGN="CENTER"><CENTER><TABLE BORDER CELLSPACING=1 CELLPADDING=7 WIDTH=622>
<TR><TD WIDTH="13%" VALIGN="TOP" BGCOLOR="#ffffff">
<B><FONT SIZE=1><P ALIGN="CENTER">State</B></FONT></TD>
<TD WIDTH="11%" VALIGN="TOP" BGCOLOR="#ffffff">
<B><FONT SIZE=1><P ALIGN="CENTER">Filing Office</B></FONT></TD>
<TD WIDTH="12%" VALIGN="TOP" BGCOLOR="#ffffff">
<B><FONT SIZE=1><P ALIGN="CENTER">Type</B></FONT></TD>
<TD WIDTH="15%" VALIGN="TOP" BGCOLOR="#ffffff">
<B><FONT SIZE=1><P ALIGN="CENTER">Debtor</B></FONT></TD>
<TD WIDTH="22%" VALIGN="TOP" BGCOLOR="#ffffff">
<B><FONT SIZE=1><P ALIGN="CENTER">Secured Party</B></FONT></TD>
<TD WIDTH="15%" VALIGN="TOP" BGCOLOR="#ffffff">
<B><FONT SIZE=1><P ALIGN="CENTER">Filing Number</B></FONT></TD>
<TD WIDTH="11%" VALIGN="TOP" BGCOLOR="#ffffff">
<B><FONT SIZE=1><P ALIGN="CENTER">Date of Filing</B></FONT></TD>
</TR>
<TR><TD WIDTH="13%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">California</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">Secretary of State</FONT></TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=1><P>UCC-1</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=1><P>Cell Genesys, Inc.</FONT></TD>
<TD WIDTH="22%" VALIGN="TOP">
<FONT SIZE=1><P>Silicon Valley Bank</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">9519560106</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">07/07/95</FONT></TD>
</TR>
<TR><TD WIDTH="13%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">California</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">Secretary of State</FONT></TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=1><P>UCC-3</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=1><P>Cell Genesys, Inc.</FONT></TD>
<TD WIDTH="22%" VALIGN="TOP">
<FONT SIZE=1><P>Silicon Valley Bank</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">00038C0172</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">02/03/00</FONT></TD>
</TR>
<TR><TD WIDTH="13%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">California</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">Secretary of State</FONT></TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=1><P>UCC-1</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=1><P>Cell Genesys, Inc.</FONT></TD>
<TD WIDTH="22%" VALIGN="TOP">
<FONT SIZE=1><P>Finova Technology Finance, Inc</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">9703760415</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">02/05/97</FONT></TD>
</TR>
<TR><TD WIDTH="13%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">California</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">Secretary of State</FONT></TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=1><P>UCC-1</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=1><P>Cell Genesys, Inc.</FONT></TD>
<TD WIDTH="22%" VALIGN="TOP">
<FONT SIZE=1><P>Finova Technology Finance, Inc</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">9706360681</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">03/04/97</FONT></TD>
</TR>
<TR><TD WIDTH="13%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">California</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">Secretary of State</FONT></TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=1><P>UCC-1</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=1><P>Cell Genesys, Inc.</FONT></TD>
<TD WIDTH="22%" VALIGN="TOP">
<FONT SIZE=1><P>Finova Technology Finance, Inc</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">9708760093</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">03/27/97</FONT></TD>
</TR>
<TR><TD WIDTH="13%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">California</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">Secretary of State</FONT></TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=1><P>UCC-1</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=1><P>Cell Genesys, Inc.</FONT></TD>
<TD WIDTH="22%" VALIGN="TOP">
<FONT SIZE=1><P>Finova Technology Finance, Inc</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">9712660327</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">05/05/97</FONT></TD>
</TR>
<TR><TD WIDTH="13%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">California</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">Secretary of State</FONT></TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=1><P>UCC-1</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=1><P>Cell Genesys, Inc.</FONT></TD>
<TD WIDTH="22%" VALIGN="TOP">
<FONT SIZE=1><P>Finova Technology Finance, Inc.</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">9714960949</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">05/28/97</FONT></TD>
</TR>
<TR><TD WIDTH="13%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">California</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">Secretary of State</FONT></TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=1><P>UCC-1</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=1><P>Cell Genesys, Inc.</FONT></TD>
<TD WIDTH="22%" VALIGN="TOP">
<FONT SIZE=1><P>Finova Technology Finance, Inc.</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">9719160416</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">07/08/97</FONT></TD>
</TR>
<TR><TD WIDTH="13%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">California</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">Secretary of State</FONT></TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=1><P>UCC-1</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=1><P>Cell Genesys, Inc.</FONT></TD>
<TD WIDTH="22%" VALIGN="TOP">
<FONT SIZE=1><P>Finova Technology Finance, Inc.</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">9721760947</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">08/01/97</FONT></TD>
</TR>
</TABLE>
</CENTER></P>

<P ALIGN="CENTER"><CENTER><TABLE BORDER CELLSPACING=1 CELLPADDING=7 WIDTH=622>
<TR><TD WIDTH="13%" VALIGN="TOP" BGCOLOR="#ffffff">
<B><FONT SIZE=1><P ALIGN="CENTER">State</B></FONT></TD>
<TD WIDTH="11%" VALIGN="TOP" BGCOLOR="#ffffff">
<B><FONT SIZE=1><P ALIGN="CENTER">Filing Office</B></FONT></TD>
<TD WIDTH="12%" VALIGN="TOP" BGCOLOR="#ffffff">
<B><FONT SIZE=1><P ALIGN="CENTER">Type</B></FONT></TD>
<TD WIDTH="15%" VALIGN="TOP" BGCOLOR="#ffffff">
<B><FONT SIZE=1><P ALIGN="CENTER">Debtor</B></FONT></TD>
<TD WIDTH="22%" VALIGN="TOP" BGCOLOR="#ffffff">
<B><FONT SIZE=1><P ALIGN="CENTER">Secured Party</B></FONT></TD>
<TD WIDTH="15%" VALIGN="TOP" BGCOLOR="#ffffff">
<B><FONT SIZE=1><P ALIGN="CENTER">Filing Number</B></FONT></TD>
<TD WIDTH="11%" VALIGN="TOP" BGCOLOR="#ffffff">
<B><FONT SIZE=1><P ALIGN="CENTER">Date of Filing</B></FONT></TD>
</TR>
<TR><TD WIDTH="13%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">California</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">Secretary of State</FONT></TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=1><P>UCC-1</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=1><P>Calydon, Inc.</FONT></TD>
<TD WIDTH="22%" VALIGN="TOP">
<FONT SIZE=1><P>Lease Management Services, Inc.</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">9603260152</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=1><P>03/31/96</FONT></TD>
</TR>
<TR><TD WIDTH="13%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">California</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">Secretary of State</FONT></TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=1><P>UCC-3</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=1><P>Calydon, Inc.</FONT></TD>
<TD WIDTH="22%" VALIGN="TOP">
<FONT SIZE=1><P>Lease Management Services, Inc.</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">96053C0473</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=1><P>02/16/96</FONT></TD>
</TR>
<TR><TD WIDTH="13%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">California</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">Secretary of State</FONT></TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=1><P>UCC-3</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=1><P>Calydon, Inc.</FONT></TD>
<TD WIDTH="22%" VALIGN="TOP">
<FONT SIZE=1><P>Lease Management Services, Inc.</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">96110C0133</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=1><P>04/18/96</FONT></TD>
</TR>
<TR><TD WIDTH="13%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">California</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">Secretary of State</FONT></TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=1><P>UCC-3</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=1><P>Calydon, Inc.</FONT></TD>
<TD WIDTH="22%" VALIGN="TOP">
<FONT SIZE=1><P>Lease Management Services, Inc.</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">96138C0375</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=1><P>03/17/96</FONT></TD>
</TR>
<TR><TD WIDTH="13%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">California</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">Secretary of State</FONT></TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=1><P>UCC-3</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=1><P>Calydon, Inc.</FONT></TD>
<TD WIDTH="22%" VALIGN="TOP">
<FONT SIZE=1><P>Lease Management Services, Inc.</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">96194C0321</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=1><P>07/10/96</FONT></TD>
</TR>
<TR><TD WIDTH="13%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">California</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">Secretary of State</FONT></TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=1><P>UCC-3</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=1><P>Calydon, Inc.</FONT></TD>
<TD WIDTH="22%" VALIGN="TOP">
<FONT SIZE=1><P>Lease Management Services, Inc.</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">96354C0296</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=1><P>12/19/96</FONT></TD>
</TR>
<TR><TD WIDTH="13%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">California</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">Secretary of State</FONT></TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=1><P>UCC-3</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=1><P>Calydon, Inc.</FONT></TD>
<TD WIDTH="22%" VALIGN="TOP">
<FONT SIZE=1><P>Lease Management Services, Inc.</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">97076C0483</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=1><P>03/11/97</FONT></TD>
</TR>
<TR><TD WIDTH="13%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">California</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">Secretary of State</FONT></TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=1><P>UCC-3</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=1><P>Calydon, Inc.</FONT></TD>
<TD WIDTH="22%" VALIGN="TOP">
<FONT SIZE=1><P>Lease Management Services, Inc.</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">97268C0270</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=1><P>09/24/97</FONT></TD>
</TR>
<TR><TD WIDTH="13%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">California</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">Secretary of State</FONT></TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=1><P>UCC-3</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=1><P>Calydon, Inc.</FONT></TD>
<TD WIDTH="22%" VALIGN="TOP">
<FONT SIZE=1><P>Lease Management Services, Inc.</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">97287C0255</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=1><P>10/10/97</FONT></TD>
</TR>
<TR><TD WIDTH="13%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">California</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">Secretary of State</FONT></TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=1><P>UCC-3</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=1><P>Calydon, Inc.</FONT></TD>
<TD WIDTH="22%" VALIGN="TOP">
<FONT SIZE=1><P>Lease Management Services, Inc.</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">97329C0454</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=1><P>11/25/97</FONT></TD>
</TR>
<TR><TD WIDTH="13%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">California</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">Secretary of State</FONT></TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=1><P>UCC-3</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=1><P>Calydon, Inc.</FONT></TD>
<TD WIDTH="22%" VALIGN="TOP">
<FONT SIZE=1><P>Lease Management Services, Inc.</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">98020C0082</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=1><P>01/16/98</FONT></TD>
</TR>
<TR><TD WIDTH="13%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">California</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">Secretary of State</FONT></TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=1><P>UCC-3</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=1><P>Calydon, Inc.</FONT></TD>
<TD WIDTH="22%" VALIGN="TOP">
<FONT SIZE=1><P>Lease Management Services, Inc.</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">98106C0193</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=1><P>04/15/98</FONT></TD>
</TR>
<TR><TD WIDTH="13%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">California</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">Secretary of State</FONT></TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=1><P>UCC-3</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=1><P>Calydon, Inc.</FONT></TD>
<TD WIDTH="22%" VALIGN="TOP">
<FONT SIZE=1><P>Lease Management Services, Inc.</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">98106C0199</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=1><P>04/15/98</FONT></TD>
</TR>
<TR><TD WIDTH="13%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">California</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">Secretary of State</FONT></TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=1><P>UCC-3</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=1><P>Calydon, Inc.</FONT></TD>
<TD WIDTH="22%" VALIGN="TOP">
<FONT SIZE=1><P>Lease Management Services, Inc.</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">98253C0485</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=1><P>09/04/98</FONT></TD>
</TR>
<TR><TD WIDTH="13%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">California</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">Secretary of State</FONT></TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=1><P>UCC-3</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=1><P>Calydon, Inc.</FONT></TD>
<TD WIDTH="22%" VALIGN="TOP">
<FONT SIZE=1><P>Lease Management Services, Inc.</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">98275C0296</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=1><P>09/28/98</FONT></TD>
</TR>
<TR><TD WIDTH="13%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">California</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">Secretary of State</FONT></TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=1><P>UCC-3</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=1><P>Calydon, Inc.</FONT></TD>
<TD WIDTH="22%" VALIGN="TOP">
<FONT SIZE=1><P>Lease Management Services, Inc.</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">98280C0069</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=1><P>10/01/98</FONT></TD>
</TR>
<TR><TD WIDTH="13%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">California</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">Secretary of State</FONT></TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=1><P>UCC-3</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=1><P>Calydon, Inc.</FONT></TD>
<TD WIDTH="22%" VALIGN="TOP">
<FONT SIZE=1><P>Lease Management Services, Inc.</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">99054C0069</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=1><P>02/10/99</FONT></TD>
</TR>
<TR><TD WIDTH="13%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">California</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">Secretary of State</FONT></TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=1><P>UCC-3</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=1><P>Calydon, Inc.</FONT></TD>
<TD WIDTH="22%" VALIGN="TOP">
<FONT SIZE=1><P>Lease Management Services, Inc.</P>
<P>Assignee: LMSI Venture Finance, a division of Phoenixcor, Inc.</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">99062C0446</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=1><P>02/22/99</FONT></TD>
</TR>
<TR><TD WIDTH="13%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">California</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">Secretary of State</FONT></TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=1><P>UCC-3</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=1><P>Calydon, Inc.</FONT></TD>
<TD WIDTH="22%" VALIGN="TOP">
<FONT SIZE=1><P>LMSI Venture Finance, a division of Phoenixcor, Inc.</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">99078C0196</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=1><P>03/10/99</FONT></TD>
</TR>
<TR><TD WIDTH="13%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">California</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">Secretary of State</FONT></TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=1><P>UCC-3</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=1><P>Calydon, Inc.</FONT></TD>
<TD WIDTH="22%" VALIGN="TOP">
<FONT SIZE=1><P>LMSI Venture Finance</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">99203C0288</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=1><P>07/13/99</FONT></TD>
</TR>
<TR><TD WIDTH="13%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">California</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">Secretary of State</FONT></TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=1><P>UCC-3</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=1><P>Calydon, Inc.</FONT></TD>
<TD WIDTH="22%" VALIGN="TOP">
<FONT SIZE=1><P>LMSI Venture Finance, a division of Phoenixcor, Inc.</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">01023C0526</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=1><P>01/22/01</FONT></TD>
</TR>
<TR><TD WIDTH="13%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">California</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">Secretary of State</FONT></TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=1><P>UCC-1</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=1><P>Calydon, Inc.</FONT></TD>
<TD WIDTH="22%" VALIGN="TOP">
<FONT SIZE=1><P>Lease Management Services, Inc.</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">9827560479</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=1><P>09/28/99</FONT></TD>
</TR>
<TR><TD WIDTH="13%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">California</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">Secretary of State</FONT></TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=1><P>UCC-3</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=1><P>Calydon, Inc.</FONT></TD>
<TD WIDTH="22%" VALIGN="TOP">
<FONT SIZE=1><P>Lease Management Services, Inc.</P>
<P>Assignee: LMSI Venture Finance, a division of Phoenixcor, Inc.</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">99062C0459</FONT></TD>
<TD WIDTH="11%" VALIGN="TOP">
<FONT SIZE=1><P>02/22/99</FONT></TD>
</TR>
</TABLE>
</CENTER></P>

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<FONT FACE="Centry Gothic" SIZE=1><P><A NAME="DocumentNumber">
<A NAME="Original_Position"></A>#1075722 v\2 - 17100/85</A></P></FONT>



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