November 26, 2008
VIA FEDERAL EXPRESS AND EDGAR
Ms. Julia E. Griffith
Special Counsel
Securities and Exchange Commission
Division of Corporation Finance
Office of Mergers and Acquisitions
450 Fifth Street, N.W.
Washington, D.C. 20549-0303
| Re: | Cell Genesys, Inc. |
Schedule TO-I filed on November 7, 2008
File No. 5-40835
Dear Ms. Griffith,
This letter is furnished in connection with the letter dated as of the date hereof, sent on behalf of Cell Genesys, Inc., a Delaware corporation (the “Company”) in response to the comments received from you on behalf of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”), in a letter dated November 25, 2008.
The Company hereby acknowledges that (i) the Company is responsible for the adequacy and accuracy of the disclosure in its filings, (ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Company’s filings, and (iii) the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
| CELL GENESYS, INC. |
/s/ Stephen A. Sherwin |
Stephen A. Sherwin, M.D. Chairman of the Board and Chief Executive Officer |
| cc: | Samuel Zucker, Esq., O’Melveny & Myers LLP |
Eric Sibbitt, Esq., O’Melveny & Myers LLP
