Cell Genesys (CEGE) 10-Q 2005 Q2 Quarterly report

Exhibit 12.1

Computation of Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined
Fixed Charges and Preferred Stock Dividend Requirements
(In thousands, except for ratios)

Ratio of Earnings to Fixed Charges

	Three Months
	Ended
	March 31,						Year Ended December 31,
	2005			2004			2003			2002			2001			2000
Income (loss) before income taxes and cumulative effect of accounting change	$	(28,991	)	$	(93,666	)	$	(81,038	)	$	(45,235	)	$	(34,185	)	$	239,583
Add: Fixed charges		3,245			13,433			10,743			6,576			4,450			1,386
Less: Capitalized interest		—			—			(832	)		(765	)		—			—
Earnings, as defined	$	(25,746	)	$	(80,233	)	$	(71,127	)	$	(39,424	)	$	(29,735	)	$	240,969
Interest expense	$	2,759		$	9,885		$	5,360		$	1,011		$	500		$	386
Capitalized interest		—			—			832			765			—			—
Estimated interest portion of rental expense		486			3,548			4,551			4,800			3,950			1,000
Fixed charges	$	3,245		$	13,433		$	10,743		$	6,576		$	4,450		$	1,386
Excess (deficiency) of earnings to fixed charges	$	(28,991	)	$	(93,666	)	$	(81,870	)	$	(46,000	)	$	(34,185	)	$	239,583
Ratio of earnings to fixed charges	N/A			N/A			N/A			N/A			N/A				173.9

Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividend Requirements

	Three Months
	Ended
	March 31,						Year Ended December 31,
	2005			2004			2003			2002			2001			2000
Earnings, as defined (from above)	$	(25,746	)	$	(80,233	)	$	(71,127	)	$	(39,424	)	$	(29,735	)	$	240,969
Preferred stock dividend requirements		—			100			230			702			785			756
Earnings, as defined	$	(25,746	)	$	(80,133	)	$	(70,897	)	$	(38,722	)	$	(28,950	)	$	241,725
Fixed charges (from above)	$	3,245		$	13,433		$	10,743		$	6,576		$	4,450		$	1,386
Preferred stock dividend requirements		—			100			230			702			785			756
Combined fixed charges and preferred stock dividend requirements	$	3,245		$	13,533		$	10,973		$	7,278		$	5,235		$	2,142
Excess (deficiency) of earnings to combined fixed charges and preferred stock dividend requirements	$	(28,991	)	$	(93,666	)	$	(81,870	)	$	(46,000	)	$	(34,185	)	$	239,583
Ratio of earnings to combined fixed charges and preferred stock dividend requirements	N/A			N/A			N/A			N/A			N/A				100.2

     For the purpose of calculating the ratio of earnings to fixed charges, earnings are defined as consolidated income from continuing operations before income taxes plus fixed charges. Fixed charges are the sum of interest of all indebtedness, and estimated interest within rental expense. We have no amortization of debt issuance costs or preference securities. The ratio of earnings to combined fixed charges and preferred stock dividend requirements includes the tax adjusted deemed dividend to preferred stockholders.