Cell Genesys (CEGE) 10-Q 2008 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,
	2008			2007			2006			2005			2004			2003
Loss before income taxes	$	(22,423	)	$	(125,156	)	$	(53,316	)	$	(59,011	)	$	(93,666	)	$	(81,038	)
Add: Fixed charges		3,232			12,542			12,415			13,263			13,433			10,743
Less: Capitalized interest		—			—			—			—			—			(832	)
Earnings, as defined	$	(19,191	)	$	(112,614	)	$	(40,901	)	$	(45,748	)	$	(80,233	)	$	(71,127	)
Interest expense	$	2,560		$	10,331		$	10,465		$	10,679		$	9,885		$	5,360
Capitalized interest		—			—			—			—			—			832
Estimated interest portion of rental expense		672			2,211			1,950			2,584			3,548			4,551
Fixed charges	$	3,232		$	12,542		$	12,415		$	13,263		$	13,433		$	10,743
Deficiency of earnings to fixed charges	$	(22,423	)	$	(125,156	)	$	(53,316	)	$	(59,011	)	$	(93,666	)	$	(81,870	)
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

	Three Months Ended March 31,			Year Ended December 31,
	2008			2007			2006			2005			2004			2003
Earnings, as defined (from above)	$	(19,191	)	$	(112,614	)	$	(40,901	)	$	(45,748	)	$	(80,233	)	$	(71,127	)
Preferred stock dividend requirements		—			—			—			4			100			230
Earnings, as defined	$	(19,191	)	$	(112,614	)	$	(40,901	)	$	(45,744	)	$	(80,133	)	$	(70,897	)
Fixed charges (from above)	$	3,232		$	12,542		$	12,415		$	13,263		$	13,433		$	10,743
Preferred stock dividend requirements		—			—			—			4			100			230
Combined fixed charges and preferred stock dividend requirements	$	3,232		$	12,542		$	12,415		$	13,267		$	13,533		$	10,973
Deficiency of earnings to combined fixed charges and preferred stock dividend requirements	$	(22,423	)	$	(125,156	)	$	(53,316	)	$	(59,011	)	$	(93,666	)	$	(81,870	)
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.