Cell Genesys, Inc. (CEGE)

[Renee]

Post-script : BPAX has lost 25 % of its market cap value since acquiring CEGE .

Silly me ....I thought BPAX would soar with CEGE's drug pipeline .

Soon ....LOL , couldn't resist using the most misused word in the stock market dictionary .

[Renee]

Merger of CEGE into BPAX is complete . The ticker CEGE is no longer valid .

http://ih.advfn.com/p.php?pid=nmona&cb=1256010787&article=39896202&symbol=N%5ECEGE

It has been a pleasure moderating this board .

Renee

[Renee]

BioSante Pharmaceuticals and Cell Genesys Announce Final Exchange Ratio for Merger

BioSante Pharmaceuticals, Inc. (NASDAQ: BPAX) and Cell Genesys, Inc. (NASDAQ: CEGE), today announced that they have determined the final exchange ratio as 0.1828 in connection with the previously announced merger between the companies. If the merger is completed, Cell Genesys stockholders will receive 0.1828 of a share of BioSante common stock for each share of Cell Genesys common stock they hold immediately prior to the effective time of the merger. Each company is scheduled to hold a special meeting of stockholders on September 30, 2009 at which time stockholders will be asked to approve the merger. BioSante and Cell Genesys expect to close the proposed merger promptly after such stockholder approvals have been obtained.


The exchange ratio was calculated pursuant to the terms of the definitive merger agreement entered into on June 29, 2009 between BioSante and Cell Genesys and was based on Cell Genesys’s net cash, less certain expenses and liabilities, as of September 20, 2009, a date ten calendar days preceding the anticipated closing date of the merger. The parties determined that Cell Genesys’s net cash as of such determination date was $23.8 million. Since this amount exceeded the applicable net cash target amount of $22.1 million by $1.7 million, the exchange ratio was adjusted upwards from 0.1615 of a share of BioSante common stock to 0.1828 of a share of BioSante common stock. If the merger is completed, BioSante will issue an aggregate of approximately 20.2 million shares of BioSante common stock to holders of Cell Genesys common stock and current BioSante stockholders will own approximately 62 percent of the outstanding common stock of the combined company and current Cell Genesys stockholders will own approximately 38 percent of the outstanding common stock of the combined company, assuming the number of outstanding shares of BioSante and Cell Genesys common stock remains unchanged until immediately prior to the effective time of the merger.


About BioSante Pharmaceuticals, Inc.

BioSante is a specialty pharmaceutical company focused on developing products for female sexual health, menopause, contraception and male hypogonadism. BioSante's lead products include LibiGel® (transdermal testosterone gel) in Phase III clinical development by BioSante under a U.S. Food and Drug Administration (FDA) SPA (Special Protocol Assessment) for the treatment of female sexual dysfunction (FSD), and Elestrin™ (estradiol gel) developed through FDA approval by BioSante, indicated for the treatment of moderate-to-severe vasomotor symptoms associated with menopause, currently marketed in the U.S. Also in development are Bio-T-Gel™, a testosterone gel for male hypogonadism, and an oral contraceptive in Phase II clinical development using BioSante patented technology. The current market in the U.S. for estrogen and testosterone products is approximately $2.5 billion and for oral contraceptives approximately $3 billion. The company also is developing its calcium phosphate technology (CaP) for aesthetic medicine (BioLook™), as a vaccine adjuvant, including for an H1N1 (swine flu) vaccine, and drug delivery. Additional information is available online at: www.biosantepharma.com.


About Cell Genesys, Inc.

Cell Genesys is headquartered in South San Francisco, California. For additional information, please visit Cell Genesys’ website at www.cellgenesys.com.

[ClayTrader]

** CEGE Update Chart **

Did this one a while back, the NEW 'stuff' is in PINK...

** Make $$$ + FREE eBook ** - click the link - http://investorshub.advfn.com/boards/read_msg.aspx?message_id=41244636

Does Using Charts 'Actually' Work?? - http://investorshub.advfn.com/boards/read_msg.aspx?message_id=37681794

Need an annotated chart? - stop by my board - http://investorshub.advfn.com/boards/board.aspx?board_id=8765

IMO...

[NMState94]

2009 Special Meeting of Shareholders
To be held on 09/30/2009 for holders of record as of 08/21/2009

[NMState94]

Merger proxy vote. TO ADOPT THE AGREEMENT AND PLAN OF MERGER DATED AS OF JUNE 29, 2009 BY AND BETWEEN BIOSANTE PHARMACEUTICALS, INC. AND CELL GENESYS, INC.

[BUDDIEE18]

LOL...thanks...BALD??? dude ?? ;)

[BaldDude]

You might bookmark www.optionsclearing.com and do regular
CEGE searches.

[Past and present]

Some big boys still taking profits...(IMHO)Alot good in this company and more to come...

[Past and present]

(CEGE) WOW.. What Animals!!! OK, OK..Buy on the Dip..Keep it coming..

[Past and present]

(CEGE)...Looks like some people want to come in the back door for a little less PPS(IMHO)before this baby takes off!!

[Past and present]

(CEGE)..Been interesting to see why two good T/A Chartist have posted about CEGE hitting their "Radar".. White Lightning/da_cyberdude and Charts are Coooool/Claytrader...Maybe it was the 1 million plus Volume, Friday? Maybe because CEGE is Uptrending?...Or is it, We're(CEGE) going back to the PPS, where we should be? Are is it we basically have a darn or great drug pipeline products? Or all of the above?

[Past and present]

Dear Folks...Hopefully we can get back to business, since the daytraders and people taking profits are (maybe)going on vacation, starting this coming Monday...(IMHO)Alot of good will be coming CEGE way with the last PR News we received...

[ClayTrader]

** CEGE Annotated Chart **

** Make $$$ + FREE eBook ** - click the link - http://investorshub.advfn.com/boards/read_msg.aspx?message_id=40624178

Does Using Charts 'Actually' Work?? - http://investorshub.advfn.com/boards/read_msg.aspx?message_id=37681794

Need an annotated chart? - stop by my board - http://investorshub.advfn.com/boards/board.aspx?board_id=8765

IMO...

[CdoubleU]

Hey, I bought this back when it was about .10, and just forgot about it . . . checked this morning and WHOA!! What's happening here? I saw the merger news with BPAX, what's up with that??? Just trying to get caught up after many months!! Any quick thoughts?

[Renee]

CEGE / BPAX news :

BioSante Pharmaceuticals Reports 100% Protection From H1N1 Challenge When Using BioVant Adjuvanted Vaccine

Source: BioSante Pharmaceuticals, Inc.
On Monday August 17, 2009, 8:00 am EDT


LINCOLNSHIRE, Ill.--(BUSINESS WIRE)--BioSante Pharmaceuticals, Inc. (NASDAQ: BPAX - News) announced today’s presentation of H1N1 vaccine results at the Immunotherapeutics & Vaccine Summit in Providence, RI. BioSante’s vaccine adjuvant, BioVant™, increased the protective effect of vaccines for multiple flu strains, including a potential new vaccine against H1N1 (swine flu), which resulted in 100 percent protection from symptoms of illness, including weight loss, and death in animal studies.

The BioSante presentation, “BioVant Calcium Phosphate (CaP) Nanoparticles: An Effective & Safe Adjuvant for Influenza Vaccines including H1N1 and H5N1,” showed that BioVant-adjuvant effectively enhanced the natural immune response to the swine flu, using a BioVant-adjuvanted matrix protein M1 vaccine, and to H5N1 (bird flu), using a BioVant-adjuvanted H5N1 vaccine delivered via intranasal administration.

The studies concluded that swine and bird flu vaccines using BioSante’s BioVant may allow for availability of a greater number of lower-dose vaccines, due to its dose sparing characteristics, and intranasal administration could provide more convenient and wider distribution during a flu pandemic.

“The results of the BioVant-influenza studies suggest that BioVant can increase the efficacy of a potential adjuvant-enhanced H1N1 vaccine,” said Michael Snabes, BioSante’s vice president of clinical development. “The exciting prospect is that BioVant also may allow use of lower doses of H1N1 swine flu vaccines in order to stretch potentially limited vaccine supplies.”

An adjuvant is a substance that, when added to a vaccine, increases the vaccine's effectiveness by enhancing the body’s immune response. In multiple studies, BioVant has been shown to be safe and cause minimal dose-dependent inflammation at the injection site, and has been shown both to prevent the manifestation of allergic response, and, to effectively ‘switch off’ established Th2-T-cell-associated allergic reactions and potentially to be delivered via alternative routes of administration, e.g. intranasally.

[BUDDIEE18]

so...does that mean that my CALLS are still in force ?? of value ???

[shakattack]

Your welcome. Look for some big news about the merger this week. This will be one of those that come off their low and break a couple of dollars.

[BUDDIEE18]

hmmm..nice to know. thanks!

[shakattack]

Kopp Leroy C has bought over 7,000,000 shares of this stock since Feb. 2009. He must know something we dont!!

[mlkrborn]

BPAX diluted its PPS to $2.00.

[BUDDIEE18]

let me get this straight...those that have CEGE shares get shares from this other company??

...so what happens to the CEGE CALL OPTIONS ??

anyone ??

tia

[loridans]

Ka POW! CEGE

[jay1000]

Wake up board.
CEGE UP 35% PreMarket ...VOLUME 2,175,626

Cell Genesys, Inc.(NasdaqGM: CEGE)
Pre-market Real-Time: 0.35 0.09 (34.62%) 9:12am ET
http://finance.yahoo.com/q?s=CEGE

BPAX also up !!
Biosante Pharmaceuticals, Inc.(NasdaqGM: BPAX)
Pre-market Real-Time: 2.40 0.62 (34.84%) 9:16am EThelp
http://finance.yahoo.com/q?s=BPAX
UPDATE 1-BioSante says lead drug safe in late-stage study
Thu Aug 13, 2009 9:07am EDT
* Female sexual dysfunction drug safe in late-stage study

* Expects to submit NDA to FDA by mid-2011 * Shares soar 69 pct in pre-mkt trade Aug 13 (Reuters) - BioSante Pharmaceuticals Inc (BPAX.O: Quote, Profile, Research, Stock Buzz) said its lead candidate LibiGel to treat female sexual dysfunction was safe in the late-stage cardiovascular and breast cancer safety study, sending its shares up 69 percent in pre-market trading.

The specialty pharmaceutical company said in the study, which had more than 1,250 women exposed to its experimental drug, there was only five cardiovascular events and no death.

BioSante said it expects to file a new drug application to the U.S. Food and Drug Administration by mid-2011.

Shares of the company were up 72 cents at $2.50 Thursday in trading before the bell. They touched a high of $3 earlier.

They had closed at $1.78 Wednesday on Nasdaq. (Reporting by Anuradha Ramanathan in Bangalore; Editing by Gopakumar Warrier)
http://www.reuters.com/article/marketsNews/idINBNG38587420090813?rpc=44

[Renee]

EXCERPTS from the numerous filings : On June 29, 2009, BioSante and Cell Genesys entered into a merger agreement . The merger agreement provides that upon the terms and subject to the conditions set forth in the merger agreement , Cell Genesys will merge with and into BioSante , with BioSante as the surviving corporation.

As a result of the merger , each share of Cell Genesys common stock held immediately prior to the effective time of the merger will be converted into 0.1615 of a share of BioSante common stock , subject to potential upward or downward adjustment , in accordance with a formula set forth in the merger agreement which is based on Cell Genesys’s net cash , less certain expenses and liabilities , on a date 10 calendar days preceding the anticipated closing date of the merger . As a result of the merger , BioSante will issue an aggregate of approximately 17.7 million shares of BioSante common stock to holders of Cell Genesys common stock and current BioSante stockholders will own approximately 60.4 percent of the outstanding common stock of the combined company and current Cell Genesys stockholders will own approximately 39.6 percent of the outstanding common stock of the combined company , assuming the 0.1615 exchange ratio is not adjusted and the number of outstanding shares of BioSante and Cell Genesys common stock remains unchanged until immediately prior to the effective time of the merger .

Continued excerpts :

.......as substantially all of the operations of Cell Genesys have ceased prior to entering into the merger agreement .

My opinion : Nasty , nasty , nasty !!!

Renee

[dav1234]

http://www.sec.gov/Archives/edgar/data/865231/000110465909048279/0001104659-09-048279-index.idea.htm

[dav1234]

SC 13D/A 1 kiacellgen13da.htm
http://www.sec.gov/Archives/edgar/data/865231/000089271209000703/kiacellgen13da.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 8)*

CELL GENESYS, INC.
(Name of Issuer)

Common Stock
(Title of Class of Securities)

150921104
(CUSIP Number)

John P. Flakne
Kopp Investment Advisors, LLC
7701 France Avenue South, Suite 500
Edina, MN 55435
[phone]

Copy to:
Carol A. Gehl
Godfrey & Kahn, S.C.
780 North Water Street
Milwaukee, WI 53202
[phone]
(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)

July 2, 2009
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ].

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).







SCHEDULE 13D

CUSIP No. 150921104

l)

Name of Reporting Person

Kopp Investment Advisors, LLC

2)

Check the Appropriate Box if a Member of a Group

(a) [ ]

(b) [ ]

3)

SEC Use Only

4)

Source of Funds

OO: Client Funds

5)

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ]

6)

Citizenship or Place of Organization

Minnesota

Number of Shares Beneficially Owned by Each Reporting Person With:


7)


Sole Voting Power:


11,718,544

8)


Shared Voting Power


None

9)


Sole Dispositive Power:


None

10)


Shared Dispositive Power:


3,733,050


11)

Aggregate Amount Beneficially Owned by Each Reporting Person

11,718,544

12)

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]

13)

Percent of Class Represented by Amount in Row (11)

10.7%

14)

Type of Reporting Person

IA



2




SCHEDULE 13D

CUSIP No. 150921104

l)

Name of Reporting Person

Kopp Holding Company, LLC

2)

Check the Appropriate Box if a Member of a Group

(a) [ ]

(b) [ ]

3)

SEC Use Only

4)

Source of Funds

Not applicable – indirect beneficial ownership

5)

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ]

6)

Citizenship or Place of Organization

Minnesota

Number of Shares Beneficially Owned by Each Reporting Person With:


7)


Sole Voting Power:


None

8)


Shared Voting Power


None

9)


Sole Dispositive Power:


None

10)


Shared Dispositive Power:


None


11)

Aggregate Amount Beneficially Owned by Each Reporting Person

11,718,544

12)

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]

13)

Percent of Class Represented by Amount in Row (11)

10.7%

14)

Type of Reporting Person

HC



3




SCHEDULE 13D

CUSIP No. 150921104

l)

Name of Reporting Person

LeRoy C. Kopp

2)

Check the Appropriate Box if a Member of a Group

(a) [ ]

(b) [ ]

3)

SEC Use Only

4)

Source of Funds

PF; OO (501(c)(3) corporation funds)

5)

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ]

6)

Citizenship or Place of Organization

United States

Number of Shares Beneficially Owned by Each Reporting Person With:


7)


Sole Voting Power:


None

8)


Shared Voting Power


None

9)


Sole Dispositive Power:


8,000,494

10)


Shared Dispositive Power:


None


11)

Aggregate Amount Beneficially Owned by Each Reporting Person

11,733,544

12)

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]

13)

Percent of Class Represented by Amount in Row (11)

10.7%

14)

Type of Reporting Person

HC, IN



4




Item 1. Security and Issuer

This statement relates to the common stock (“Common Stock”), $0.001 par value, of Cell Genesys, Inc., a Delaware corporation (the “Company”), whose principal executive offices are located at 400 Oyster Point Boulevard, Suite 525, South San Francisco, California 94080.

Item 2. Identity and Background

(a)

This statement is filed by: Kopp Investment Advisors, LLC (“KIA”) with respect to shares of Common Stock owned by clients and held in discretionary accounts managed by KIA; Kopp Holding Company, LLC (“KHCLLC”) solely as the parent entity of KIA and indirect beneficial owner of the shares of Common Stock beneficially owned by KIA; and LeRoy C. Kopp individually with respect to shares of Common Stock that may be deemed beneficially owned directly by him and indirectly, including by virtue of his position as the control person of KHCLLC. The foregoing persons are sometimes referred to as “Reporting Persons.” Certain information concerning the directors and executive officers of the corporate Reporting Persons is set forth on Schedule A attached hereto and incorporated herein by reference. Any disclosures with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

(b)

The business address of each of the Reporting Persons and directors and executive officers is 7701 France Avenue South, Suite 500, Edina, Minnesota 55435.

(c)

The principal business of KIA is that of an investment adviser managing discretionary accounts owned by numerous third-party clients. KHCLLC is a holding company engaged, through its subsidiary, in the investment industry. The principal occupation of Mr. Kopp is serving as the sole governor, chairman and chief investment officer of KHCLLC and KIA.

(d)

None of the persons referred to in paragraph (a) above has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations and/or similar misdemeanors).

(e)

None of the persons referred to in paragraph (a) above has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)

KIA and KHCLLC are Minnesota limited liability companies. Mr. Kopp and all other directors and executive officers of the Reporting Persons are citizens of the United States.

Item 3. Source and Amount of Funds or Other Consideration

The net investment cost (including commissions, if any) of the shares of Common Stock directly or indirectly beneficially owned by Mr. Kopp, which includes shares beneficially owned by the other Reporting Persons, at July 2, 2009, was $8,468,479.74. The shares beneficially owned by KIA were purchased with the investment capital of the owners of the discretionary client accounts. The shares beneficially owned directly and indirectly (other than through KIA) by Mr. Kopp were purchased with Mr. Kopp’s investment capital or the funds of a 501(c)(3) corporation. See Item 5 below.



5



Item 4. Purpose of Transaction

The Reporting Persons acquired the shares of Common Stock for investment purposes, and the Reporting Persons intend to evaluate the performance of such securities as an investment in the ordinary course of business. The Reporting Persons pursue an investment objective of long-term capital appreciation. In pursuing this investment objective, the Reporting Persons analyze the management, operations and markets of companies in which they invest, including the Company, on a continual basis through analysis of research and discussions with industry and market observers and with representatives of such companies.

Each Reporting Person that owns shares of Common Stock assesses the Company’s business, financial condition, and results of operations as well as economic conditions and securities markets in general and those for the Company’s shares in particular. Depending on such assessments, one or more of such Reporting Persons may acquire additional shares or may sell or otherwise dispose of all or some of the shares of Common Stock. Such actions will depend on a variety of factors, including current and anticipated trading prices for the Common Stock, alternative investment opportunities, and general economic, financial market and industry conditions.

Except as described in this Item 4, none of the Reporting Persons nor any other person named in Schedule A has any plans or proposals that relate to, or would result in, any matter required to be disclosed in response to paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D. The shares of Common Stock were not acquired for the purpose, nor with the effect, of changing or influencing the control of the Company. The Reporting Persons are filing this Statement on Schedule 13D, as opposed to Schedule 13G, due to the fact that the shares of Common Stock that may be deemed to be beneficially owned by Mr. Kopp directly and indirectly (other than through KIA) exceed 1% of the shares of Common Stock outstanding. Neither any of the Reporting Persons nor any client or shareholder thereof is a member of a “group” for any purpose.

Item 5. Interest in Securities of the Issuer

(a)

Generally by virtue of limited powers of attorney and/or investment advisory agreements, KIA is the beneficial owner of 11,718,544 shares, or approximately 10.7%, of the Common Stock. By virtue of the relationships described in Item 2 of this statement, KHCLLC and Mr. Kopp may have indirect beneficial ownership of the shares beneficially owned by KIA.

In addition, Mr. Kopp’s indirect beneficial ownership may comprise Common Stock held in the Kopp Family Foundation, a 501(c)(3) corporation for which he serves as a director, and held in his wife’s individual retirement account (“IRA”) and directly by her. Mr. Kopp’s direct beneficial ownership may comprise Common Stock held in his IRA and held directly by him. In the aggregate, including the shares beneficially owned by KIA, under Section 13 of the Act, Mr. Kopp may be deemed beneficially to own a total of 11,733,544 shares, or approximately 10.7% of the Common Stock.

(b)

KIA has the sole power to vote 11,718,544 shares of the Common Stock. Pursuant to the limited powers of attorney granted to KIA by its clients, which generally are terminable immediately upon notice, KIA in effect shares with the majority of its clients the power to dispose of the 3,733,050 shares of Common Stock owned individually by its clients. Mr. Kopp has the sole power to dispose of 8,000,494 shares of Common Stock beneficially owned directly and indirectly (other than through KIA) by him.

(c)

The identity of the Reporting Person, type of transaction, date, number of shares, and price per share (excluding commission) for all transactions in the Common Stock by the Reporting Persons within the past 60 days are set forth on Schedule B attached hereto and incorporated by reference herein. Substantially all trades by the Reporting Persons are done in the over-the-counter market.



6




(d)

With respect to the shares held in a fiduciary or representative capacity, persons other than the Reporting Persons have the right to receive or the power to direct the receipt of dividends from or the proceeds of the sale of such shares of Common Stock.

(e)

Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Except as disclosed in this Schedule 13D, there are no contracts, understandings, or relationships between the Reporting Persons and any third person with respect to the shares of Company common stock. The filing of this Schedule shall NOT be construed as an admission that a Reporting Person or any other person is a beneficial owner of any shares of Common Stock for any purpose, including for purposes of Sections 13, 14 or 16 of the Act.

Item 7. Material to Be Filed as Exhibits

Exhibit 1 – A written agreement relating to the filing of this statement pursuant to Rule 13d-1(k).

Signatures

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete, and correct.

Dated: July 10, 2009

KOPP INVESTMENT ADVISORS, LLC

/s/ John P. Flakne

BY: John P. Flakne

TITLE: Chief Financial Officer

KOPP HOLDING COMPANY, LLC

/s/ John P. Flakne

BY: John P. Flakne

TITLE: Chief Financial Officer

LEROY C. KOPP

/s/ LeRoy C. Kopp



7




Exhibit 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock (as defined) and to the attachment of this agreement to the Schedule 13D as Exhibit 1 thereto.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 10th day of July, 2009.

KOPP INVESTMENT ADVISORS, LLC

/s/ John P. Flakne

BY: John P. Flakne

TITLE: Chief Financial Officer

KOPP HOLDING COMPANY, LLC

/s/ John P. Flakne

BY: John P. Flakne

TITLE: Chief Financial Officer

LEROY C. KOPP

/s/ LeRoy C. Kopp








Schedule A

List of Directors and Executive Officers

LeRoy C. Kopp, individually, and as Sole Governor and Chairman and Chief Investment Officer of KHCLLC, and as Sole Governor and Chairman and Chief Investment Officer of KIA

Mathew P. Arens as President and Senior Portfolio Manager of KHCLLC, and as President and Senior Portfolio Manager of KIA

John P. Flakne as Chief Financial Officer, Chief Operating Officer and Secretary of KHCLLC and as Chief Financial Officer, Chief Operating Officer, Chief Compliance Officer and Secretary of KIA




A-1




Schedule B

Daily Trade Report
May 3, 2009 to July 2, 2009


Trade Date


Reporting Person


Transaction Activity
(Buy/Sell/Transfer)


Quantity (#)


Price ($)

5/4/2009


KIA


Sell


3,000


0.53

5/4/2009


KIA


Sell


4,000


0.53

5/4/2009


KIA


Buy


10,000


0.55

5/7/2009


KIA


Sell


5,000


0.65

5/7/2009


KIA


Sell


7,000


0.65

5/7/2009


KIA


Sell


78,000


0.65

5/11/2009


KIA


Sell


250


0.58

5/11/2009


KIA


Sell


200


0.58

5/11/2009


KIA


Sell


100


0.58

5/11/2009


KIA


Sell


250


0.58

5/11/2009


KIA


Sell


20,000


0.62

5/11/2009


KIA


Sell


1,000


0.58

5/11/2009


KIA


Sell


1,000


0.58

5/11/2009


KIA


Sell


2,000


0.58

5/11/2009


KIA


Sell


8,000


0.58

5/11/2009


KIA


Sell


8,000


0.58

5/11/2009


KIA


Sell


30,000


0.58

5/11/2009


KIA


Sell


15,500


0.58

5/11/2009


KIA


Sell


3,000


0.58

5/11/2009


KIA


Sell


5,000


0.58

5/11/2009


KIA


Sell


20,000


0.63

5/11/2009


KIA


Sell


20,000


0.61

5/11/2009


KIA


Sell


20,000


0.58

5/11/2009


KIA


Sell


20,000


0.60

5/11/2009


KIA


Sell


2,000


0.58

5/11/2009


KIA


Sell


10,000


0.58

5/11/2009


KIA


Sell


15,000


0.58

5/11/2009


KIA


Sell


3,500


0.63

5/11/2009


KIA


Sell


12,000


0.58

5/11/2009


KIA


Sell


750


0.58

5/11/2009


KIA


Sell


750


0.58

5/11/2009


KIA


Sell


12,000


0.58

5/11/2009


KIA


Sell


2,500


0.58

5/11/2009


KIA


Sell


2,000


0.58

5/11/2009


KIA


Sell


5,500


0.58

5/11/2009


KIA


Sell


20,000


0.58

5/11/2009


KIA


Sell


5,000


0.58

5/11/2009


KIA


Sell


3,500


0.58


B-1





Trade Date


Reporting Person


Transaction Activity
(Buy/Sell/Transfer)


Quantity (#)


Price ($)

5/11/2009


KIA


Sell


1,800


0.58

5/11/2009


KIA


Sell


15,000


0.58

5/11/2009


KIA


Sell


15,000


0.58

5/11/2009


KIA


Sell


12,000


0.59

5/11/2009


KIA


Sell


25,000


0.61

5/11/2009


KIA


Sell


5,000


0.60

5/11/2009


KIA


Sell


20,000


0.60

5/11/2009


KIA


Sell


20,000


0.58

5/11/2009


KIA


Sell


2,500


0.58

5/11/2009


KIA


Sell


8,000


0.58

5/11/2009


KIA


Sell


1,000


0.58

5/11/2009


KIA


Sell


500


0.58

5/11/2009


KIA


Sell


1,200


0.58

5/11/2009


KIA


Sell


2,800


0.58

5/11/2009


KIA


Sell


5,000


0.60

5/11/2009


KIA


Sell


50,000


0.58

5/11/2009


KIA


Sell


7,000


0.58

5/11/2009


KIA


Sell


25,000


0.62

5/11/2009


KIA


Sell


2,000


0.58

5/11/2009


KIA


Sell


6,500


0.58

5/11/2009


KIA


Sell


4,000


0.58

5/11/2009


KIA


Sell


2,000


0.58

5/11/2009


KIA


Sell


20,000


0.61

5/11/2009


KIA


Sell


25,000


0.62

5/11/2009


KIA


Sell


10,000


0.65

5/11/2009


KIA


Sell


1,800


0.58

5/11/2009


KIA


Sell


700


0.58

5/11/2009


KIA


Sell


1,800


0.58

5/11/2009


KIA


Sell


700


0.58

5/11/2009


KIA


Sell


600


0.60

5/11/2009


KIA


Sell


200


0.60

5/11/2009


KIA


Sell


200


0.60

5/11/2009


KIA


Sell


400


0.60

5/11/2009


KIA


Sell


600


0.60

5/11/2009


KIA


Sell


1,800


0.58

5/11/2009


KIA


Sell


1,200


0.58

5/11/2009


KIA


Sell


5,000


0.58

5/11/2009


KIA


Sell


20,000


0.59

5/11/2009


KIA


Sell


10,000


0.58

5/11/2009


KIA


Sell


1,400


0.58

5/11/2009


KIA


Sell


600


0.58

5/11/2009


KIA


Sell


500


0.58


B-2




Trade Date


Reporting Person


Transaction Activity
(Buy/Sell/Transfer)


Quantity (#)


Price ($)

5/11/2009


KIA


Sell


1,500


0.58

5/11/2009


KIA


Sell


10,000


0.58

5/11/2009


KIA


Sell


20,000


0.63

5/11/2009


KIA


Sell


15,000


0.58

5/11/2009


KIA


Sell


200


0.58

5/11/2009


KIA


Sell


400


0.58

5/11/2009


KIA


Sell


200


0.58

5/11/2009


KIA


Sell


200


0.58

5/11/2009


KIA


Sell


5,500


0.58

5/11/2009


KIA


Sell


1,000


0.58

5/11/2009


KIA


Sell


7,000


0.58

5/11/2009


KIA


Sell


10,000


0.61

5/11/2009


KIA


Sell


4,000


0.58

5/29/2009


KIA


Transfer*


26,000


0.45

6/9/2009


KIA


Sell


20,000


0.60

6/25/2009


KIA


Sell


20,000


0.31




*


These shares were transferred out of discretionary client accounts managed by KIA; as a result, KIA no longer beneficially owns these shares.





B-3

[daytrader2008]

Explains this chart

[dav1234]

SC 13D/A 1 f63090sc13da1.htm AMENDMENT NO. 1

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



SCHEDULE 13D /A
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*



Cell Genesys, Inc.
(Name of Issuer)


Common Stock, par value $0.001
(Title of Class of Securities)


150921104
(CUSIP Number)


Kevin C. Tang
Tang Capital Management, LLC
4401 Eastgate Mall
San Diego, CA 92121
[phone]
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)


June 22 , 2009
(Date of Event which Requires Filing of this Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o


Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.


* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.


The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


(Continued on following pages)


--------------------------------------------------------------------------------

--------------------------------------------------------------------------------


Page 1 of 10
--------------------------------------------------------------------------------



CUSIP NO. 150921104 13D /A Page 2 of 10



1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Tang Capital Partners, LP
2. Check the Appropriate Box if a Member of a Group
(a) o
(b) x
3. SEC Use Only

4. Source of Funds

WC
5. Check If Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)
¨

6. Citizenship or Place of Organization

Delaware
Number of
Shares Beneficially
Owned by
Each Reporting
Person With 7. Sole Voting Power
0
8. Shared Voting Power
11,122,841
9. Sole Dispositive Power
0
10. Shared Dispositive Power
11,122,841
11. Aggregate Amount Beneficially Owned by Each Reporting Person

11,122,841
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨

13. Percent of Class Represented by Amount in Row (11)

9.9%
14 Type of Reporting Person

PN



Page 2 of 10
--------------------------------------------------------------------------------




CUSIP NO. 150921104 13D /A Page 3 of 10



1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Tang Capital Management, LLC
2. Check the Appropriate Box if a Member of a Group
(a) o
(b) x
3. SEC Use Only

4. Source of Funds

WC
5. Check If Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)
¨

6. Citizenship or Place of Organization

Delaware
Number of
Shares Beneficially
Owned by
Each Reporting
Person With 7. Sole Voting Power
0
8. Shared Voting Power
11,122,841
9. Sole Dispositive Power
0
10. Shared Dispositive Power
11,122,841
11. Aggregate Amount Beneficially Owned by Each Reporting Person

11,122,841
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨

13. Percent of Class Represented by Amount in Row (11)

9.9%
14 Type of Reporting Person

OO



Page 3 of 10
--------------------------------------------------------------------------------



CUSIP NO. 150921104 13D /A Page 4 of 10



1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Kevin C. Tang
2. Check the Appropriate Box if a Member of a Group
(a) o
(b) x
3. SEC Use Only

4. Source of Funds

WC, OO
5. Check If Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)
¨

6. Citizenship or Place of Organization

United States
Number of
Shares Beneficially
Owned by
Each Reporting
Person With 7. Sole Voting Power
0
8. Shared Voting Power
11,122,841
9. Sole Dispositive Power
0
10. Shared Dispositive Power
11,122,841
11. Aggregate Amount Beneficially Owned by Each Reporting Person

11,122,841
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨

13. Percent of Class Represented by Amount in Row (11)

9.9%
14 Type of Reporting Person

IN



Page 4 of 10
--------------------------------------------------------------------------------



This Amendment No. 1 relates to and amends the Statement of Beneficial Ownership on Schedule 13D of Tang Capital Partners, LP, a Delaware partnership, Tang Capital Management, LLC, a Delaware limited liability company and Kevin C. Tang, a United States citizen (each, a “Reporting Person” and collectively, the “Reporting Persons”), initially filed jointly by the Reporting Persons with the Securities and Exchange Commission on May 15, 2009 (the “Statement”), with respect to the Common Stock, $0.001 par value (the “Common Stock”), of Cell Genesys, Inc., a Delaware corporation (the “Issuer”).


Item 4. Purpose of Transaction


Item 4 of the Statement is hereby amended to add the following:

On May 5, 2009, Tang Capital Partners, LP filed a creditor derivative lawsuit in the Court of Chancery of the State of Delaware against the Issuer. The lawsuit sought, among other things, a declaration that the Issuer was insolvent and an injunction prohibiting previously disclosed executive retention payments. On May 10, 2009, Tang Capital Partners, LP entered into a settlement and exchange offer agreement with the Issuer pursuant to which the Issuer agreed to commence an offer to exchange all of the $68.3 million aggregate principal amount of its 3.125% Convertible Senior Notes due 2011 (“2011 Notes”) at a purchase price for each $1,000 principal amount of (i) $500 in cash, plus accrued interest, (ii) $140 worth of Common Stock equal to 205.8824 shares of Common Stock, and (iii) $310 of new 3.125% Convertible Senior Notes due in May 2013 (“2013 Notes”). Tang Capital Partners, LP agreed to tender into the exchange offer and withdraw the lawsuit if the exchange offer was consummated. The exchange offer was commenced on May 22, 2009 and completed on June 24, 2009. Pursuant to the exchange offer, Tang Capital Partners, LP tendered all $46,153,000 of its 2011 Notes on June 22, 2009. The lawsuit was dismissed on July 1, 2009.


Page 5 of 10
--------------------------------------------------------------------------------



Item 5. Interest in Securities of the Issuer.

Item 5 of the Statement is hereby amended and restated in its entirety as follows:


(a) Amount beneficially owned and percentage of class:

Tang Capital Partners, LP 11,122,841 shares, representing 9.9% of the class
Tang Capital Management, LLC 11,122,841 shares, representing 9.9% of the class
Kevin C. Tang 11,122,841 shares, representing 9.9% of the Class


Tang Capital Partners, LP is the owner of 9,502,089 shares of the Issuer’s Common Stock and $14,307,000 principal face amount of the Issuer’s 2013 Notes. The 2013 Notes are convertible into Common Stock at a conversion rate of 1,470.5882 shares of Common Stock per $1,000 principal face amount of 2013 Notes. Pursuant to the Settlement and Exchange Support Agreement, dated May 10, 2009, between Tang Capital Partners, LP and the Issuer, which was filed as Exhibit 99.2 to the Statement filed on May 15, 2009 with the Securities and Exchange Commission, Tang Capital Partners, LP can only convert its 2013 Notes to the extent that, after such conversion, it would beneficially own no more than 9.999% of the Issuer’s Common Stock. As a result of such conversion limitation, Tang Capital Partners, LP can only currently convert $1,102,111 principal face amount of its 2013 Notes, resulting in the issuance 1,620,752 shares of Common Stock. Therefore, Tang Capital Partners, LP beneficially owns 11,122,841 shares of the Issuer’s Common Stock, or 9.9% of the class. Tang Capital Partners, LP shares voting and dispositive power over its shares of Common Stock and the 2013 Notes with Tang Capital Management, LLC and Kevin C. Tang.


Page 6 of 10
--------------------------------------------------------------------------------



Tang Capital Management, LLC, as the general partner of Tang Capital Partners, LP, may be deemed to beneficially own the 11,122,841 shares of Common Stock held or acquirable by Tang Capital Partners, LP, or 9.9% of the class. Tang Capital Management, LLC shares voting and dispositive power over such Common Stock and the 2013 Notes with Tang Capital Partners, LP and Kevin C. Tang.


Kevin C. Tang, as the manager of Tang Capital Management, LLC, may be deemed to beneficially own the 11,122,841 shares of Common Stock held or acquirable by Tang Capital Partners, LP, or 9.9% of the class. Kevin C. Tang shares voting and dispositive power over such Common Stock and the 2013 Notes with Tang Capital Partners, LP and Tang Capital Management, LLC.


Kevin C. Tang disclaims beneficial ownership of all shares reported herein except to the extent of his pecuniary interest therein.


The percentages used herein are based upon 111,239,539 shares of Common Stock outstanding as of June 22, 2009 (95,809,651 outstanding shares reported in the Issuer’s Form 8-K as filed with the SEC on June 17, 2009, plus 13,809,136 shares of Common Stock issued in the Issuer’s Tender Offer, as reported in the Issuer’s Form 8-K as filed with the SEC on June 29, 2008, plus 1,620,752 shares of Common Stock issuable upon the conversion of the 2013 Notes held by Tang Capital Partners, LP).


(b) Voting and disposition powers:

Sole power to vote or direct the vote:

Tang Capital Partners, LP 0 shares
Tang Capital Management, LLC 0 shares
Kevin C. Tang 0 shares


Shared power to vote or direct the vote:

Tang Capital Partners, LP 11,122,841 shares
Tang Capital Management, LLC 11,122,841 shares
Kevin C. Tang 11,122,841 shares


Sole power to dispose or direct the disposition:

Tang Capital Partners, LP 0 shares
Tang Capital Management, LLC 0 shares
Kevin C. Tang 0 shares




Page 7 of 10
--------------------------------------------------------------------------------



Shared power to dispose or direct the disposition:

Tang Capital Partners, LP 11,122,841 shares
Tang Capital Management, LLC 11,122,841 shares
Kevin C. Tang 11,122,841 shares



(c) Since the Statement filed on May 15, 2009, the Reporting Persons have engaged in the following transactions in the Issuer’s Common Stock, all of which were open market transactions, and in the case of the 2011 Notes and 2013 Notes, were transacted through the Company pursuant to its tender offer:


Entity Transaction Security Trade Date Shares/Principal/
Contracts Price/Share

Tang Capital Partners, LP Sale Contracts 5/15/2009 2 (1) 0.15

Tang Capital Partners, LP Sale Contracts 6/3/2009 90 (1) 0.15

Tang Capital Partners, LP Sale Common Stock 6/5/2009 75,000 0.56

Tang Capital Partners, LP Sale Common Stock 6/5/2009 300,000 0.56

Tang Capital Partners, LP Sale Common Stock 6/8/2009 100,000 0.59

Tang Capital Partners, LP Sale Common Stock 6/8/2009 500,000 0.59

Tang Capital Partners, LP Sale Contracts 6/8/2009 31 (1) 0.15

Tang Capital Partners, LP Sale Common Stock 6/9/2009 25,000 0.63

Tang Capital Partners, LP Sale Common Stock 6/9/2009 100,000 0.63

Tang Capital Partners, LP Sale Common Stock 6/10/2009 25,000 0.54

Tang Capital Partners, LP Sale Common Stock 6/11/2009 25,000 0.55

Tang Capital Partners, LP Sale Common Stock 6/11/2009 100,000 0.55

Tang Capital Partners, LP Sale Common Stock 6/12/2009 25,000 0.52

Tang Capital Partners, LP Sale Common Stock 6/16/2009 16,000 0.49

Tang Capital Partners, LP Sale Common Stock 6/22/2009 50,000 0.46

Tang Capital Partners, LP Sale Common Stock 6/22/2009 100,000 0.46



Page 8 of 10
--------------------------------------------------------------------------------



Tang Capital Partners, LP Tender 2011 Notes 6/22/2009 (46,153,000) (2)

Tang Capital Partners, LP Tender 2013 Notes 6/22/2009 14,307,000 (2)

Tang Capital Partners, LP Tender Common Stock 6/22/2009 9,502,089 (2)

Tang Capital Partners, LP Sale Common Stock 6/23/2009 1,010,600 0.39

Tang Capital Partners, LP Sale Common Stock 6/24/2009 393,700 0.35

Tang Capital Partners, LP Sale Common Stock 6/30/2009 1,100,000 0.30

Tang Capital Partners, LP Sale Common Stock 7/1/2009 500,000 0.28



(1) These transactions represent the sale of call option contracts. Each call option contract represents 100 shares of Common Stock.


(2) On June 22, 2009, Tang Capital Partners, LP tendered all $46,153,000 of its 2011 Notes. As consideration for tendering, for each $1,000 principal amount of the 2011 Notes, Tang Capital Partners, LP received: (i) 205.8824 shares of Common Stock, plus (ii) a cash payment of $500 plus accrued and unpaid interest on such $1,000 principal amount of 2011 Notes to, but excluding the settlement date of the exchange offer, plus (iii) $310 principal amount of the Issuer’s 2013 Notes.


(d) N/A.


(e) N/A.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of the Statement is hereby amended and restated in its entirety as follows:

The Reporting Persons have an open short position of 10,896,002 shares of the Issuer’s Common Stock and have sold 10,449 call option contracts (each of which call option contract relates to 100 shares of Common Stock), which short position and call option contracts are not netted against the data provided herein for the purposes of determining the number of shares beneficially owned by the Reporting Persons.


Page 9 of 10
--------------------------------------------------------------------------------




SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the following Reporting Persons certifies that the information set forth in this statement is true, complete and correct.

July 1 , 2009

Tang Capital Partners, LP


By: Tang Capital Management, LLC

By: /s/ Kevin C. Tang
Kevin C. Tang, Manager


Tang Capital Management, LLC

By: /s/ Kevin C. Tang
Kevin C. Tang, Manager


/s/ Kevin C. Tang
Kevin C. Tang







Page 10 of 10

--------------------------------------------------------------------------------
http://www.sec.gov/Archives/edgar/data/865231/000121465909001606/f63090sc13da1.htm

[dav1234]

Law Office of Brodsky & Smith, LLC Announces Investigation on Behalf of Shareholders of Cell Genesys, Inc.

More News related to BPAX

* Law Office of Brodsky & Smith, LLC Announces Investigation on Behalf of Shareholders of Cell Genesys, Inc.
* Levi & Korsinsky LLP Investigates Board of Cell Genesys, Inc.
* Notable Mergers and Acquisitions of the Day 6/30: BRCM/ELX, BPAX/CEGE, PTRY
* BioSante (BPAX) and Cell Genesys (CEGE) Agree to Merge; Deal Valued at $38M
* BioSante Pharmaceuticals and Cell Genesys Sign Definitive Merger Agreement

More News related to BPAX
More News related to CEGE

* Law Office of Brodsky & Smith, LLC Announces Investigation on Behalf of Shareholders of Cell Genesys, Inc.
* Levi & Korsinsky LLP Investigates Board of Cell Genesys, Inc.
* Notable Mergers and Acquisitions of the Day 6/30: BRCM/ELX, BPAX/CEGE, PTRY
* BioSante (BPAX) and Cell Genesys (CEGE) Agree to Merge; Deal Valued at $38M
* BioSante Pharmaceuticals and Cell Genesys Sign Definitive Merger Agreement

More News related to CEGE
More News related to Press Releases

* USA Technologies, Inc. Announces Record Date for Rights Offering
* CorpBanca Files Form 20-F
* Eurotin Inc.: Press Release
* Investors Real Estate Trust Reports Fourth Quarter 2009 Financial and Operating Results
* Eurotin Inc.: Press Release

More News related to Press Releases
June 30, 2009 2:47 PM EDT

BALA CYNWYD, Pa., June 30, 2009 (GLOBE NEWSWIRE) -- Law office of Brodsky & Smith, LLC announces that it is investigating potential claims against the Board of Directors of Cell Genesys, Inc. ("Cell Genesys" or the "Company") (Nasdaq: CEGE) related to the proposed merger with BioSante Pharmaceuticals, Inc. ("BioSante") (Nasdaq: BPAX) in an all stock deal. BioSante has offered Cell Genesys shareholders $0.1615 a share for their stock. Based on BioSante's closing price on June 29, 2009, the deal is presently worth $0.347 a share for Cell Genesys shareholders, with the total consideration being approximately $38 million. The deal appears to be unfair, in part, given the fact that since April 2009, Cell Genesys stock has traded at or above the offer price and as recently as May 2008 traded at over $0.68 a share. Moreover, the 200 day Moving Average on BioSante shares is only $1.75.

If you are a Cell Genesys shareholder and wish to discuss the legal ramifications of the proposed acquisition by BioSante, you may e-mail or call the law office of Brodsky & Smith, LLC who will, without obligation or cost to you, attempt to answer your questions. You may contact Jason L. Brodsky, Esquire or Marc L. Ackerman, Esquire at Brodsky & Smith, LLC, Two Bala Plaza, Suite 602, Bala Cynwyd, PA 19004, by e-mail at [e-mail], or by calling toll free 877-LEGAL-90.

http://www.streetinsider.com/Press+Releases/Law+Office+of+Brodsky+&%3B+Smith,+LLC+Announces+Investigation+on+Behalf+of+Shareholders+of+Cell+Genesys,+Inc./4764268.html

[acgood]

the .34 includes the 12% premium. The reason it is trading lower is that you aren't getting cash, just shares in a different struggling biotech. not worth the wait for some, so they sell today.

[Renee]

Yes Dave , .34 cents plus a 12 % premium would make the acquisition price .38 cents . Ah , but the acquisition / merger into BPAX won't happen until 3rd / 4th quarter so the players will use that delay for a little bit up / down profiteering .

I will play the game as well for 10 % to 15 % flips until the merger is consumated .

Renee

[dav1234]

-general SEC link to todays filings-should be trading @.34ish and yet its @.30, silly market

http://www.sec.gov/cgi-bin/browse-idea?company=&match=&CIK=cege&filenum=&State=&Country=&SIC=&owner=exclude&Find=Find+Companies&action=getcompany

[Renee]

NEWS :

BioSante Pharmaceuticals and Cell Genesys Sign Definitive Merger Agreement

Jun 30, 2009 08:00:08 (ET)


LINCOLNSHIRE, Ill. & SOUTH SAN FRANCISCO, Calif., Jun 30, 2009 (BUSINESS WIRE) -- BioSante Pharmaceuticals, Inc. (BPAX, Trade ) and Cell Genesys (CEGE, Trade ), today announced that they have entered into a definitive merger agreement by which the companies will merge in an all-stock transaction, with BioSante as the surviving company.

Under the terms of the merger agreement, Cell Genesys stockholders will receive 0.1615 of a share of BioSante common stock for each share of Cell Genesys common stock they own. Based on the companies' closing stock prices on June 29, 2009, this represents $0.347 per share of consideration to be received by the Cell Genesys stockholders, or a total consideration of approximately $38 million, and a premium of 12 percent to the closing sale price of Cell Genesys' common stock on that date. Upon completion of the transaction, BioSante stockholders prior to the merger are expected to own approximately 60.4 percent of the outstanding shares of the combined company and the former Cell Genesys stockholders are expected to own 39.6 percent.

Stephen M. Simes, president and CEO of BioSante, and Phillip B. Donenberg, CFO of BioSante, will continue to serve in those positions in the merged company. Dr. Louis W. Sullivan, chairman of the board of BioSante, will continue in that position. It is anticipated that Stephen A. Sherwin, M.D., chairman and CEO of Cell Genesys, and John T. Potts, Jr., M.D., a current member of the Cell Genesys board, will join the board of the merged company upon completion of the merger.

The merged company will focus primarily on LibiGel, BioSante's testosterone gel in Phase III clinical development under a U.S. Food and Drug Administration (FDA) agreed Special Protocol Assessment (SPA) for the treatment of female sexual dysfunction (FSD). The merged company also will seek future development opportunities for GVAX Immunotherapies including potential combination with BioVant(TM), BioSante's vaccine adjuvant, as well as possible external collaborations, and also will seek to outlicense other Cell Genesys technologies. In addition, the merged company will acquire a 16 percent equity ownership position in Ceregene, Inc., a former subsidiary of Cell Genesys which is developing gene therapies for neurodegenerative disorders.

"This merger allows BioSante to secure additional funding required for the continued Phase III development of LibiGel for FSD and offers the potential to expand our product development portfolio with the addition of GVAX Immunotherapies," said Stephen M. Simes, BioSante's president and CEO. "LibiGel remains the only pharmaceutical product in the U.S. in active development for the treatment of hypoactive sexual desire disorder (HSDD) in menopausal women. We continue to believe that LibiGel can be the first product approved by the FDA for the common and unmet medical need of FSD with the completion of Phase III studies targeted for mid-to-late 2010. In addition, our company has had a long-standing interest in immunotherapy based on our proprietary vaccine adjuvant, BioVant, and we look forward to future value-creating opportunities for our stockholders based on Cell Genesys' technologies and other assets."

"Over the past several months, we have had the opportunity to evaluate a wide range of strategic alternatives for our company including several merger opportunities. After reviewing various strategic alternatives, engaging in discussions with a number of other potential merger candidates and conducting extensive due diligence on BioSante's product development and business activities, our board of directors has voted to recommend a merger with BioSante," stated Stephen A. Sherwin, M.D., chairman and CEO of Cell Genesys. "We believe that BioSante's lead product, LibiGel, represents a compelling near term product opportunity with significant upside potential. We also are impressed with BioSante's record of achievement including the recent launch of Elestrin(TM) (estradiol gel) as well as their CaP nanotechnology platform which includes BioVant, a novel vaccine adjuvant with potential in immunotherapy."

The merger agreement has been approved unanimously by the boards of directors of both BioSante and Cell Genesys and will need to be approved by both BioSante's and Cell Genesys' stockholders. The merger is subject to customary closing conditions as well as a condition requiring Cell Genesys' net cash, less certain expenses and liabilities, to be a specified minimum amount as of 10 calendar days prior to the anticipated closing date of the merger.

As of June 23, 2009, Cell Genesys' cash balance was approximately $36 million and BioSante's cash and cash equivalents balance was approximately $6.2 million. As a result of Cell Genesys' recently completed exchange offer, Cell Genesys has outstanding approximately $20.8 million of new 3.125% Convertible Senior Notes due in 2013 and $1 million of the original 3.125% Convertible Senior Notes due in 2011.

The transaction is expected to be completed in the late third quarter or early fourth quarter of 2009. BioSante was advised in this transaction by Oppenheimer & Co. Inc. and Cell Genesys was advised by Lazard.

About BioVant

An adjuvant is a substance that, when added to a vaccine, enhances the vaccine's effectiveness by enhancing the body's immune response. In multiple studies, BioVant has been shown to be safe and cause minimal dose-dependent inflammation at the injection site, and has been shown both to prevent the manifestation of allergic response, and, to effectively 'switch off' established Th2-T-cell-associated allergic reactions. BioVant also may permit a reduction in the needed dosage of vaccine, thereby potentially improving the safety profile of the vaccine.

About GVAX Immunotherapies

GVAX cancer immunotherapies are non patient-specific therapies comprised of whole tumor cells that have been modified to secrete GM-CSF (granulocyte-macrophage colony-stimulating factor), an immune stimulatory cytokine, and then irradiated for safety. GVAX is administered via intradermal injections on an outpatient basis. To date, over 1000 patients have been treated in clinical trials with different GVAX cancer immunotherapies for various types of cancer. Although phase III trials in prostate cancer were discontinued in 2008, phase II trials under physician investigator sponsored-INDs are ongoing at the Sidney Kimmel Cancer Center at Johns Hopkins Hospital in pancreatic cancer, leukemia and breast cancer.

About BioSante Pharmaceuticals, Inc.

BioSante is a specialty pharmaceutical company focused on developing products for female sexual health, menopause, contraception and male hypogonadism. BioSante's lead products include LibiGel(R) (transdermal testosterone gel) in Phase III clinical development by BioSante under a U.S. Food and Drug Administration (FDA) SPA (Special Protocol Assessment) for the treatment of female sexual dysfunction (FSD), and Elestrin(TM) (estradiol gel) developed through FDA approval by BioSante, indicated for the treatment of moderate-to-severe vasomotor symptoms associated with menopause, currently marketed in the U.S. Also in development are Bio-T-Gel(TM), a testosterone gel for male hypogonadism, and an oral contraceptive in Phase II clinical development using BioSante patented technology. The current market in the U.S. for estrogen and testosterone products is approximately $2.5 billion and for oral contraceptives approximately $3 billion. The company also is developing its calcium phosphate technology (CaP) for aesthetic medicine (BioLook(TM)), novel vaccines and drug delivery. Additional information is available online at: www.biosantepharma.com .

About Cell Genesys, Inc.

Cell Genesys is headquartered in South San Francisco, California. For additional information, please visit Cell Genesys' website at www.cellgenesys.com .

[dav1234]

haven't really gone into it, at first glance it appear to bring some breathing room and answers some questions as to how many shares will be issued and how much cash used and eliminates most debt.

i'm thinking this heads back to the .34 range and most will digg into filing tonight.

[mlkrborn]

Dav123; what is your interpretation in regard to PPS during conversion of senior debt?
tia

[Renee]

You ain't kidding about the Russell re-balancing carnage .

CEGE took it on the chin .

Agreed , Dave , looking better today .

Renee

[dav1234]

np,looking better today, after the russell rebalancing carnage on friday.

dave

[Renee]

Thanks for posting the 8-K , Dav1234 . EOM .

Renee

[dav1234]

8-K 1 d8k.htm FORM 8-K





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 24, 2009

Cell Genesys, Inc.

(Exact name of registrant as specified in its charter)



Delaware 000-19986 94-3061375

(State or other jurisdiction

of incorporation)


(Commission

File Number)


(I.R.S. Employer

Identification No.)




400 Oyster Point Boulevard, Suite 525, South

San Francisco, California
94080
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: [phone]

Not Applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))







Item 1.01 Entry into a Material Definitive Agreement.

On June 24, 2009, Cell Genesys, Inc. (the “Company”) settled its offer to exchange (the “Exchange Offer”) for each $1,000 principal amount of the Company’s outstanding 3.125% Convertible Senior Notes due November 1, 2011 (the “Existing Notes”): (i) 205.8824 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), plus (ii) a cash payment of $500.00 plus accrued and unpaid interest on such $1,000 principal amount of the Existing Notes to, but excluding the settlement date of the Exchange Offer, plus (iii) $310.00 principal amount of our 3.125% Convertible Senior Notes due May 1, 2013 (the “New Notes”), upon the terms and subject to the conditions set forth in the Company’s Offer to Exchange, dated May 22, 2009, as amended (the “Offer to Exchange”), and the related Letter of Transmittal. The Company accepted for exchange pursuant to the Exchange Offer $67,073,000 in aggregate principal amount of the Existing Notes (the “Accepted Notes”) from the holders thereof (the “Holders”). As of immediately following settlement of the Exchange Offer, $1,234,000 in aggregate principal amount of the Existing Notes were outstanding.

At settlement of the Exchange Offer, in exchange for the Accepted Notes, the Company issued to the Holders 13,809,136 shares of the Company’s Common Stock, $20,783,000 in aggregate principal amount of the New Notes and paid to the Holders an aggregate of $33,854,717.07 in cash, which includes accrued and unpaid interest on the Accepted Notes through June 23, 2009 and if applicable, cash in lieu of (i) fractional shares of the Company’s Common Stock and (ii) the difference between rounded and unrounded principal amounts of the New Notes, rounded down to nearest whole cent.

The New Notes were issued pursuant to the Indenture, dated as of June 24, 2009 (the “Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), entered into immediately prior to the settlement of the Exchange Offer.

The New Notes are:


•

limited to $20,783,000 in aggregate principal amount;


•

accruing interest at the rate of 3.125% per annum starting on the settlement date of the Exchange Offer, which interest is payable on the New Notes by the Company on May 1 and November 1 of each year through maturity, commencing on November 1, 2009;


•

the Company’s general, unsecured obligations, ranking equally with all of the Company’s existing and future unsubordinated, unsecured indebtedness and senior in right of payment to any subordinated indebtedness, but the New Notes are effectively subordinated to all of the Company’s existing and future secured indebtedness to the extent of the value of the related security, and structurally subordinated to all existing and future liabilities and other indebtedness of the Company’s subsidiaries;


•

convertible, at each Holder’s option and at any time prior to the close of business on the business day prior to May 1, 2013, into the Company’s Common Stock at an initial conversion price of $0.68 per share, such that the New Notes shall initially be convertible into 1,470.5882 shares of Common Stock per $1,000 principal amount of the New Notes, subject to adjustment, including an adjustment to increase the number of shares issuable if a Holder converts such Holder’s New Notes under certain circumstances in connection with a change of control transaction;


•

subject to repurchase by the Company at each Holder’s option if a fundamental change occurs, at a repurchase price equal to 100% of the principal amount of the New Notes, plus accrued and unpaid interest (and additional amounts, if any) to, but not including, the repurchase date;


•

subject to redemption for cash by the Company at any time on or after May 1, 2011, in whole or in part, at a redemption price equal to 100% of the principal amount of the New Notes if the closing price of the Company’s Common Stock has exceeded 150% of the conversion price then in effect for at least 20 trading days in any period of 30 consecutive trading days ending on the trading day prior to the mailing of the notice of redemption; and


•

due on May 1, 2013, unless earlier converted, redeemed by the Company at each Holder’s option, or repurchased by the Company at each Holder’s option.

The Indenture does not contain any financial covenants and does not restrict the Company or its subsidiaries from paying dividends, incurring additional debt or issuing or repurchasing the Company’s other securities. In addition, the Indenture does not protect the Holders in the event of a highly leveraged transaction or a fundamental change of the Company except in certain circumstances specified in the Indenture.

No sinking fund is provided for the New Notes. The New Notes are not subject to defeasance. The New Notes are issued only in registered form in denominations of $1,000 and any integral multiple of $1,000 above that amount. No service charge will be made for any registration of transfer or exchange of New Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

The Company will not issue fractional shares of Common Stock upon conversion of the New Notes. Instead, the Company will pay cash to the Holders in an amount equal to the market value of that fractional share based upon the closing sale price of the Common Stock on the trading day immediately preceding the conversion date. The Holders may convert their New Notes only in denominations of $1,000 and integral multiples of $1,000. The issuance and delivery of any shares of Common Stock upon the conversion of the New Notes by a Holder will be limited so that such Holder would not become a beneficial owner of more than 19.9% of the shares of Common Stock outstanding at the time, subject to certain exceptions.

The Holders may present the New Notes for conversion, registration of transfer and exchange, without service charge, at the Company’s office or agency in New York City, which shall initially be the office or agency of the trustee in New York City.

If there is an Event of Default (as defined in the Indenture), the principal of and premium, if any, on all the New Notes and the interest accrued thereon may be declared immediately due and payable, subject to certain conditions set forth in the Indenture. Each of the following is an Event of Default under the Indenture:


(1) the Company’s failure to pay when due the principal of any of the New Notes at maturity, upon redemption or exercise of a repurchase right or otherwise;


(2) the Company’s failure to pay an installment of interest (including additional amounts, if any) on any of the New Notes for 30 days after the date when due;


(3) the Company’s failure to perform or observe any other term, covenant or agreement contained in the New Notes or the Indenture for a period of 60 days after written notice of such failure, requiring the Company to remedy the same, shall have been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the New Notes then outstanding;


(4) a default under any indebtedness for money borrowed by the Company or any of its subsidiaries that is a “significant subsidiary” (as defined in Rule 405 of the Securities Act of 1933, as amended (the “Securities Act”)) the aggregate outstanding principal amount of which is in an amount in excess of $10.0 million, for a period of 30 days after written notice to the Company by the Trustee or to the Company and the Trustee by Holders of at least 25% in aggregate principal amount of the New Notes then outstanding, which default:


¡ is caused by a failure to pay principal or interest when due on such indebtedness by the end of the applicable grace period, if any, unless such indebtedness is discharged; or


¡ results in the acceleration of such indebtedness, unless such acceleration is waived, cured, rescinded or annulled or such indebtedness is discharged; and


(5) certain events of bankruptcy, insolvency or reorganization with respect to the Company or any of its subsidiaries that is a significant subsidiary.

The foregoing summary of the Indenture and the New Notes does not purport to be complete and is qualified in its entirety by reference to the Indenture (including the form of New Notes included therein), which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

The Company issued the New Notes to the Holders pursuant to the Exchange Offer in reliance on the exemption from the registration requirements of the Securities Act afforded by Section 3(a)(9) thereof, on the basis that the New Notes issued pursuant to the Exchange Offer were issued to the Company’s existing security holders exclusively and solely for the Accepted Notes, and no commission or other remuneration was paid or given directly or indirectly to any party for soliciting tenders of the Existing Notes pursuant to the Exchange Offer.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.




Exhibit No.


Description
4.1 Indenture, dated as of June 24, 2009, between Cell Genesys, Inc. and U.S. Bank National Association, as trustee.



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



Cell Genesys, Inc.

June 29, 2009 By: /s/ Sharon E. Tetlow
Name: Sharon E. Tetlow
Title: Senior Vice President and Chief Financial Officer

Exhibit Index




Exhibit No.


Description
4.1 Indenture, dated as of June 24, 2009, between Cell Genesys, Inc. and U.S. Bank National Association, as trustee.

[dav1234]

http://www.sec.gov/Archives/edgar/data/865231/000119312509140092/0001193125-09-140092-index.idea.htm

[Renee]

CEGE is disappointing . They can do better ! EOM .

[Hammer1]

Where do you think this takes CEGE, in terms of PPS? Hammer

[mlkrborn]

Demise of CEGE: Amazing restructure in works? Shell now? May be not?
Strategic soul searching still goes on?
"Cell Genesys Announces Tender Offer Results While Continuing to Pursue Strategic Alternatives
7:30a ET June 23, 2009 (Business Wire)

Cell Genesys, Inc. (NASDAQ:CEGE) today reported that over 98% or approximately $67 million aggregate principal amount of its 3.125% convertible bonds were tendered in its previously announced exchange offer. The Company offered to exchange all of the $68.3 million aggregate principal amount of its outstanding 3.125% Convertible Senior Notes due in 2011 at a purchase price for each $1,000 principal amount of (i) $500, plus accrued interest, (ii) $140 worth of common stock equal to approximately 221 shares of common stock, and (iii) $310 of new 3.125% Convertible Senior Notes due in May 2013. Upon settlement of the exchange offer, approximately $1 million of the original 3.125% Convertible Senior Notes due in 2011 remain outstanding and $20.8 million of new 3.125% Convertible Senior Notes 2013 notes are expected to be issued. In connection with the exchange, participants in the exchange are expected to be issued approximately 13.8 million shares of common stock, $33.5 million in cash and $0.3 million in accrued interest. The Company expects to settle the exchange offer as soon as practicable.

Upon settlement of the exchange offer, the Company's cash balance is expected to be approximately $36 million and 109.6 million shares of stock are expected to be outstanding.

Under the terms of a settlement agreement entered into on May 10, 2009, Tang Capital Partners, LLC, agreed to withdraw the creditor derivative lawsuit it filed against the Company on May 5, 2009 following consummation of the exchange offer.

As previously announced, the Company has implemented a substantial restructuring plan and continues to explore strategic alternatives, including merger with or acquisition by another company, additional restructuring, allocation of its remaining resources toward other biopharmaceutical product areas, which may include the acquisition or licensing of other product candidates, and liquidation of the Company. The Company engaged Lazard Freres & Co, LLC in connection with the evaluation of strategic alternatives.

As part of its restructuring plan and in pursuit of the above strategic alternatives, the Company has taken the following steps:

-- Reduced the Company's staff to 9 employees who maintain financial and corporate records and work with the Board of Directors to pursue strategic alternatives for the Company. As previously announced, the Company eliminated all research and development, manufacturing, clinical and regulatory activities and personnel.

-- Relocated corporate operations to 3,000 square feet of short-term office space in South San Francisco; all other facility leases were terminated and vacated including for the Company's head office and research facility in South San Francisco, California and for its manufacturing facility in Hayward, California.

-- Ended the development of GVAX immunotherapy for prostate cancer and oncolytic virus therapy products, closed or transferred all IND filings with the FDA and closed out all clinical trial sites and contracts related to those activities. The Company has transferred the GVAX immunotherapy for prostate cancer IND and remaining clinical product to investigators at Johns Hopkins University while maintaining its commercial rights to this and other GVAX therapy products. No activity, however, is currently underway at the Company in these areas.

-- Terminated the Company's collaborative agreement with Takeda Pharmaceutical Company Limited for GVAX immunotherapy for prostate cancer.

-- Substantially reduced the number of patents and terminated a number of license agreements in order to reduce costs. Included among the terminated agreements were those relating to the development and commercialization of oncolytic therapies with Novartis Pharma, AG and certain affiliates as well as a gene activation technology license agreement with sanofi-aventis.

-- Entered into a warrant exchange agreement as of May 17, 2009 with a warrant holder in order to facilitate pursuit of strategic alternatives and to potentially reduce the cash payment if the Company were to enter into certain types of transactions. As a result of this exchange, the Company issued 8 million shares and eliminated approximately 93% of the shares issuable upon exercise of this warrant.

-- Terminated a Committed Equity Financing Facility with Kingsbridge Capital, Ltd., signed in 2007, due to a substantial fall in our stock price below the minimum purchase price of $1.75 per share.

-- Repurchased through private transactions and a previously completed tender offer, $76.7 million in face value of the Company's 3.125% convertible notes due in November, 2011 at 60% discount to face value. "

[conix]

Bad results in the trials.

Fear as taken over--bounce possible?

[HopeUnderstand]

Why did CEGE terminate trials for their prostate cancer drug? Did they run out of funds to continue funding them?

TIA.

[daytrader2008]

Watch CEGE here.....

[reconranger]

CEGE Institutional Ownership-reconranger

http://finance.aol.com/company/cell-genesys-incorporated/cege/nas/institutional-ownership

[Li'l Jazz]

Heavy vol, up 20% in minutes

[conix]

CEGE up in Premarket