Cell Genesys Inc. has filed for an initial public offering of 3million shares of common stock with a proposed price of $11 to$13 a share.

The Foster City, Calif., company's gene targeting technologyuses homologous recombination to activate, inactivate orreplace specific genes in living cells.

Cell Genesys is using its technology to inactivate the specificcellular genes responsible for transplant rejection. Thecompany's goal is to create universal donor cell transplantproducts to treat patients with medical disorders resultingfrom the loss of cells or the loss of cellular function.

The company expects to enter clinical trials in 1993 with itslead product, a T lymphocyte cell transplant product for HIV.Cell Genesys is adding surface receptors to boost the cells'ability to target diseased tissues in AIDS patients, whileeliminating the markers on the T cells' surfaces that wouldcause them to be rejected.

Cell Genesys is also using homologous recombination to develophuman monoclonal antibodies in collaboration with JTImmunotech USA, a subsidiary of Japan Tobacco Inc. Theventure is creating a new strain of mouse in which antibodygenes of mouse origin are replaced with comparable humanantibody genes. Such a mouse may be able to make humanantibodies in response to immunization with antigens of humanor non-human origin. The companies will share worldwiderights to products.

Cell Genesys is also developing therapeutic protein products.

The company has raised about $15 million in private financingrounds.

Of the shares being offered, 2.5 million will be offered in theUnited States through underwriters Robertson, Stephens & Co.and Oppenheimer & Co. Inc. The remaining shares will beoffered in Japan, Hong Kong and Singapore by Robertson,Stephens, Daiwa Securities America Inc. and Oppenheimer.

If the offering is completed, Cell Genesys will have 8.7 millionshares outstanding. The underwriters have a 450,000-shareoverallotment option. -- Karen Bernstein

(c) 1997 American Health Consultants. All rights reserved.