Exhibit 4.4
July 27, 2009
Capital Ventures
International
c/o Heights Capital Management, Inc.
101 California Street, Suite 3250
San Francisco, CA 94111
Attn: Martin Kobinger
Fax: 415-403-6525
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Re:
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Amendment to
Warrant Exchange Agreement
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Ladies and Gentlemen:
This Letter Agreement constitutes an
amendment to the Warrant Exchange Agreement (together with all
Exhibits and Schedules thereto, the “Exchange
Agreement”), dated as of May 17, 2009, by and among Cell
Genesys, Inc., a Delaware corporation and Capital Ventures
International. Capitalized terms used herein without definition
shall have the same meaning herein as set forth in the Exchange
Agreement.
Effective as of the date of the
counterpart signature below, Exchange Agreement is amended as
follows:
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1.
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Section
3(a) . The third sentence
of Section 3(a) of the Exchange Agreement is hereby deleted in its
entirety and the following sentence is hereby inserted in lieu
thereof:
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“Any Put Notice provided by
the Holder shall provide for the exchange of not less than the
lesser of (x) 100,000 shares of the Company’s Common Stock
then underlying the Remainder Warrant and (y) all shares of the
Company’s Common Stock then underlying the Remainder
Warra
