Cell Genesys (CEGE) 10-Q 2003 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,
	2003			2002			2002			2001			2000		1999			1998
Loss before income taxes and cumulative effect of accounting change	$	(54,674	)	$	(21,460	)	$	(45,235	)	$	(34,185	)	$	239,583	$	(11,994	)	$	(12,128	)
Add: Fixed charges		8,964			4,826			6,576			4,450			1,386		1,674			3,508
Less: Capitalized interest		(833	)		(361	)		(765	)		—			—		—			—
Earnings		(46,543	)		(16,995	)		(39,424	)		(29,735	)		240,969		(10,320	)		(8,620	)
Interest expense		3,122			917			1,011			500			386		824			2,158
Capitalized interest		833			361			765			—			—		—			—
Estimated interest portion of rental expense		5,009			3,548			4,800			3,950			1,000		850			1,350
Fixed charges		8,964			4,826			6,576			4,450			1,386		1,674			3,508
Excess (deficiency) of earnings to fixed charges	$	(55,507	)	$	(21,821	)	$	(46,000	)	$	(34,185	)	$	239,583	$	(11,994	)	$	(12,128	)
Ratio of Earnings to Fixed Charges		N/A			N/A			N/A			N/A			173.9		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,
	2003			2002			2002			2001			2000		1999			1998
Earnings (from above)	$	(46,543	)	$	(16,995	)	$	(39,424	)	$	(29,735	)	$	240,969	$	(10,320	)	$	(8,620	)
Preferred stock dividend requirements		—			—			702			785			1,033		392			1,088
Earnings		(46,543	)		(16,995	)		(38,722	)		(28,950	)		242,002		(9,928	)		(7,532	)
Fixed charges (from above)		8,964			4,826			6,576			4,450			1,386		1,674			3,508
Preferred stock dividend requirements		—			—			702			785			1,033		392			1,088
Combined fixed charges and preferred stock dividend requirements		8,964			4,826			7,278			5,235			2,419		2,066			4,596
Excess (deficiency) of earnings to combined fixed charges and preferred stock dividend requirements	$	(55,507	)	$	(21,821	)	$	(46,000	)	$	(34,185	)	$	239,583	$	(11,994	)	$	(12,128	)
Ratio of earnings to combined fixed charges and preferred stock dividend requirements		N/A			N/A			N/A			N/A			100.0		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, 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.