Cell Genesys (CEGE) 10-Q 2006 Q4 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

	Nine Months Ended
	September 30,			Year Ended December 31,
	2006			2005			2004			2003			2002			2001
Loss before income taxes	$	(23,844	)	$	(59,011	)	$	(93,666	)	$	(81,038	)	$	(45,235	)	$	(34,185	)
Add: Fixed charges		9,388			13,263			13,433			10,743			6,576			4,450
Less: Capitalized interest		—			—			—			(832	)		(765	)		—
Earnings, as defined	$	(14,506	)	$	(45,748	)	$	(80,233	)	$	(71,127	)	$	(39,424	)	$	(29,735	)
Interest expense		7,858			10,679			9,885			5,360			1,011			500
Capitalized interest		—			—			—			832			765			—
Estimated interest portion of rental expense		1,480			2,584			3,548			4,551			4,800			3,950
Fixed charges	$	9,338		$	13,263		$	13,433		$	10,743		$	6,576		$	4,450
Deficiency of earnings to fixed charges	$	(23,844	)	$	(59,011	)	$	(93,666	)	$	(81,870	)	$	(46,000	)	$	(34,185	)
Ratio of earnings to fixed charges		N/A			N/A			N/A			N/A			N/A			N/A

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

	Nine Months Ended
	September 30,			Year Ended December 31,
	2006			2005			2004			2003			2002			2001
Earnings, as defined (from above)	$	(14,506	)	$	(45,748	)	$	(80,233	)	$	(71,127	)	$	(39,424	)	$	(29,735	)
Preferred stock dividend requirements		—			4			100			230			702			785
Earnings, as defined	$	(14,506	)	$	(45,744	)	$	(80,133	)	$	(70,897	)	$	(38,722	)	$	(28,950	)
Fixed charges (from above)	$	9,338		$	13,263		$	13,433		$	10,743		$	6,576		$	4,450
Preferred stock dividend requirements		—			4			100			230			702			785
Combined fixed charges and preferred stock dividend requirements	$	9,338		$	13,267		$	13,533		$	10,973		$	7,278		$	5,235
Deficiency of earnings to combined fixed charges and preferred stock dividend requirements	$	(23,844	)	$	(59,011	)	$	(93,666	)	$	(81,870	)	$	(46,000	)	$	(34,185	)
Ratio of earnings to combined fixed charges and preferred stock dividend requirements		N/A			N/A			N/A			N/A			N/A			N/A

     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, including amortization of debt issuance costs, and estimated interest within rental expense. The ratio of earnings to combined fixed charges and preferred stock dividend requirements includes the tax adjusted deemed dividend to preferred stockholders.