0001193125-09-141223 Sample Contracts

FORM OF VOTING AGREEMENT
Voting Agreement • June 30th, 2009 • Cell Genesys Inc • Pharmaceutical preparations • Delaware

VOTING AGREEMENT (this “Agreement”), dated as of June 29, 2009, by and among Cell Genesys, Inc., a Delaware corporation (“Cell Genesys”), and the undersigned stockholder (“Stockholder”) of BioSante Pharmaceuticals, Inc., a Delaware corporation (the “Company”), identified on the signature page hereto.

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AGREEMENT AND PLAN OF MERGER between BIOSANTE PHARMACEUTICALS, INC. and CELL GENESYS, INC. Dated as of June 29, 2009
Merger Agreement • June 30th, 2009 • Cell Genesys Inc • Pharmaceutical preparations • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of June 29, 2009 (this “Agreement”), between BIOSANTE PHARMACEUTICALS, INC., a Delaware corporation (“BioSante”) and CELL GENESYS, INC., a Delaware corporation (the “Company”).

AMENDMENT TO PREFERRED SHARES RIGHTS AGREEMENT
Preferred Shares Rights Agreement • June 30th, 2009 • Cell Genesys Inc • Pharmaceutical preparations • Delaware

THIS AMENDMENT TO THE AMENDED AND RESTATED PREFERRED SHARES RIGHTS AGREEMENT (this “Amendment”), dated as of June 29, 2009, between Cell Genesys, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., as successor rights agent to Fleet National Bank (the “Rights Agent”), amends that certain Amended and Restated Preferred Shares Rights Agreement, dated as of July 27, 2000 (the “Rights Agreement”).

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