EXHIBIT 10.1






               DATED                             15th June, 2007
               -------------------------------------------------









                 (1) BIOTECHNOLOGY RESEARCH CORPORATION LIMITED


                              (2) GERON CORPORATION













                    -----------------------------------------

                             RESTRUCTURING AGREEMENT

                    -----------------------------------------



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                                    CONTENTS
                                    --------



1.       Definitions and Interpretation........................................1

2.       Restructuring of Share Capital........................................4

3.       Sale and Purchase of Sale Shares......................................7

4.       Closing...............................................................7

5.       Warranties............................................................9

6.       Restrictions on Announcements........................................10

7.       Costs................................................................10

8.       Stamp Duty...........................................................10

9.       Further Assurance....................................................11

10.      Assignment...........................................................11

11.      Entire Agreement.....................................................11

12.      Variation............................................................12

13.      Notices..............................................................12

14.      Waiver...............................................................12

15.      Severability.........................................................12

16.      Counterparts.........................................................12

17.      Survival of Provisions...............................................12

18.      Governing Law and Dispute Resolution.................................13

Schedule 1 Undertaking of BRC.................................................14

Schedule 2 First Written Resolutions of Shareholders..........................15

Schedule 3 New Articles of Association........................................17

Schedule 4 Written Resolution of Directors....................................55

Schedule 5 Second Written Resolution of Shareholders..........................57

Schedule 6 Form of Resignation of Director....................................58

Schedule 7 Second Written Resolution of Directors.............................59

Schedule 8 Amended and Restated Joint Venture Agreement.......................61

Schedule 9 Amended BRC Services Agreement.....................................62


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THIS AGREEMENT is made on the 15th day of June 2007

BETWEEN:

(1)      BIOTECHNOLOGY RESEARCH CORPORATION LIMITED, a company incorporated
         under the laws of Hong Kong whose registered office is at The Hong Kong
         University of Science and Technology, Clear Water Bay, Kowloon, Hong
         Kong ("BRC").

(2)      GERON CORPORATION, a company incorporated under the laws of the state
         of Delaware whose registered office is at 230 Constitution Drive,
         Menlo Park, California 94025, United States of America ("Geron").

RECITALS:

(A)      TA Therapeutics Limited (the "Company") is a company incorporated under
         the Companies Ordinance with registered number 953612 whose registered
         office is at 14th Floor, Hutchison House, 10 Chater Road, Central Hong
         Kong.

(B)      Immediately upon the signing of this Agreement the Company has an
         authorised share capital of US$36,000 divided into * class A shares and
         * class B shares, all of US$1.00 each and an issued share capital of
         US$24,000 divided into * class A Shares and * class B shares all of
         US$1.00 each.

(C)      The Parties have agreed to restructure the share capital of the Company
         and BRC has agreed to sell and Geron has agreed to purchase the Sale
         Shares all on the terms set out in this Agreement.

(D)      Each of the Parties enters into this Agreement in consideration of the
         other Party entering into this Agreement and accepting the terms,
         undertakings and covenants contained herein.

TERMS AGREED:

1.       Definitions and Interpretation
         ------------------------------

1.1      In this Agreement and the Recitals, where the context so admits, the
         following words and expressions shall have the following meanings:

         "Amended and Restated
         Joint Venture Agreement"          means the amended and restated joint
                                           venture agreement to be entered into
                                           between BRC, Geron and the Company on
                                           Closing in the form of Schedule 8;


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         "Amended BRC
         Services Agreement"               means the amended services agreement
                                           to be entered into between the
                                           Company and BRC on Closing in the
                                           form of Schedule 9;

         "A Share"                         means a class A share of US$1 par
                                           value in the share capital of the
                                           Company having the rights and
                                           benefits and being subject to the
                                           restrictions set out in the Existing
                                           Articles of Association;

         "Associated Company"              means, in relation to any company,
                                           any subsidiary or holding company of
                                           that company or any other subsidiary
                                           of such holding company (and for this
                                           purpose, HKUST shall be deemed to be
                                           a holding company of BRC until such
                                           time as BRC ceases to be a subsidiary
                                           of HKUST);

         "Board"                           means the Company's board of
                                           Directors;

         "BRC Services Agreement"          means the  services  agreement  dated
                                           21 March 2005 entered into between
                                           the Company and BRC;

         "B Share"                         means a class B Share of US$1 par
                                           value in the share capital
                                           of the Company having the rights and
                                           benefits and being subject to the
                                           restrictions set out in the Existing
                                           Articles of Association;

         "Closing"                         means completion of the restructuring
                                           of share capital, the sale and
                                           purchase of the Sale Shares and all
                                           the other matters referred to in
                                           Clause 4;

         "Companies Ordinance"             means the Companies Ordinance
                                           (Chapter 32 of the Laws of
                                           Hong Kong);

         "company"                         means   any   company   or  body
                                           corporate   wherever incorporated;

         "Director"                        means any director of the Company
                                           from time to time;

         "Encumbrance"                     means  and  includes  any  interest
                                           or  equity  of  any  person
                                           (including  any  right  to  acquire,
                                           option  or  right  of  pre-emption),
                                           voting arrangement,   mortgage,
                                           charge,   pledge,   bill  of   sale,
                                           lien,   deposit, hypothecation,
                                           assignment  or  any  other
                                           encumbrance,   priority  or  security
                                           interest  or  arrangement  or
                                           interest  under any  contract or
                                           trust or any other interest  of any


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                                          third party of whatsoever nature over
                                          or in the relevant property;

         "Existing Articles
         of Association"                  means the articles of association of
                                          the Company as in effect immediately
                                          before Closing;

         "Geron's Solicitors"             means  Cheng  Wong Lam &  Partners,
                                          50th  Floor,  Bank of China Tower,
                                          Garden Road, Central, Hong Kong;

         "HKUST"                          means  The  Hong  Kong University of
                                          Science and Technology;

         "holding company"                has the meaning  attributed  to it in
                                          section 2 of the Companies Ordinance;

         "Hong Kong"                      means the Hong Kong  Special
                                          Administrative  Region of the People's
                                          Republic of China;

         "New Articles of Association"    means the new articles of  association
                                          of the Company to be adopted at
                                          Closing in the form of Schedule 3;

         "Party"                          means a party to this Agreement;

         "Sale Shares"                    means * fully paid up unclassified
                                          ordinary shares of US$1.00 each in
                                          the capital of the Company to be sold
                                          by BRC to Geron under this Agreement
                                          resulting from the re-designation of
                                          Shares to occur on Closing as set out
                                          in Clauses 2.2 and 4.4, but
                                          immediately prior to their sale and
                                          purchase pursuant to Clauses 3 and
                                          4.6;

         "Share"                          means any share (of whatever class or
                                          denomination) in the share capital
                                          from time to time of the Company;

         "subsidiary"                     has the  meaning  attributed  to it in
                                          section 2 of the Companies Ordinance;

         "US$" or "US Dollars"            means United States dollars, the
                                          lawful currency of the United States
                                          of America.

1.2      Save where the context otherwise requires words and phrases the
         definitions of which are contained or referred to in the Companies
         Ordinance shall be construed as having the meaning thereby attributed
         to them.

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1.3      Any references, express or implied, to statutes or statutory provisions
         shall be construed as references to those statutes or provisions as
         respectively amended or re-enacted or as their application is modified
         from time to time by other provisions (whether before or after the date
         hereof) and shall include any statutes or provisions of which they are
         re-enactments (whether with or without modification) and any orders,
         regulations, instruments or other subordinate legislation under the
         relevant statute or statutory provision. References to sections of
         consolidating legislation shall wherever necessary or appropriate in
         the context be construed as including references to the sections of the
         previous legislation from which the consolidating legislation has been
         prepared.

1.4      Except where the context requires otherwise, references to any document
         (including this Agreement) are references to that document as amended,
         consolidated, supplemented, novated or replaced from time to time;

1.5      References in this Agreement to recitals, clauses, paragraphs and
         schedules are to clauses and paragraphs in and recitals and schedules
         to this Agreement (unless the context otherwise requires). The Recitals
         and Schedules to this Agreement shall be deemed to form part of this
         Agreement.

1.6      Headings are inserted for convenience only and shall not affect the
         construction of this Agreement.

1.7      References to a Party include its respective successors and permitted
         assigns.

1.8      References to "persons" shall include any individual, any form of body
         corporate, unincorporated association, firm, partnership, joint
         venture, consortium, association, organisation or trust (in each case
         whether or not having a separate legal personality).

1.9      References to writing shall include any methods of reproducing words in
         a legible and non-transitory form.

1.10     The masculine gender shall include the feminine and neuter and the
         singular number shall include the plural and vice versa.

1.11     In construing this Agreement:

         1.11.1     the rule known as the ejusdem generis rule shall not apply
                    and, accordingly, general words introduced by the word
                    "other" shall not be given a restrictive meaning by reason
                    of the fact that they are preceded by words indicating a
                    particular class of acts, matters or things; and

         1.11.2     general words shall not be given a restrictive meaning by
                    reason of the fact that they are followed by particular
                    examples intended to be embraced by the general words.

2.       Restructuring of Share Capital
         ------------------------------

2.1      The Parties acknowledge that upon signing of this Agreement the issued
         capital of the Company comprises:


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2.1.1    * A Shares, of which:

         (a)        * A Shares are registered in the name of BRC and are fully
                    paid up;

         (b)        * A Share is registered in the name of BRC and is paid up as
                    to the nominal amount of such Share of US$1.00, but is not
                    yet paid up as to the premium of US$* payable on such Share;

         (c)        * A Shares are registered in the name of Geron and are
                    fully paid up; and

         (d)        * A Share is registered in the name of Geron and is paid
                    up as to the nominal amount of such Share of US$1.00, but is
                    not yet paid up as to the premium of US$* payable on such
                    Share; and

2.1.2    * B Shares, of which:

         (a)        * B Shares are registered in the name of BRC and are
                    fully paid up;

         (b)        one B Share is registered in the name of BRC and is paid
                    up as to the nominal amount of such Share of US$1.00, but is
                    not yet paid up in full as to the premium of US$* payable on
                    such Share;

         (c)        * B Shares are registered in the name of Geron and are
                    fully paid up; and

         (d)        one B Share is registered in the name of Geron and is
                    paid up as to the nominal amount of such Share of US$1.00,
                    but is not yet paid up in full as to the premium of US$*
                    payable on such Share.

2.2      The Parties agree that on Closing, each of the following events, among
         other things, shall occur:

         2.2.1      BRC shall pay to the Company the balance of the
                    premium payable on its partly paid A Share;

         2.2.2      Geron shall pay to the Company the balance of the
                    premium payable on its partly paid A Share and partly paid B
                    Share;


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         2.2.3      the share capital of the Company shall be restructured
                    by the variation of the rights attaching to the B Shares and
                    the redesignation of all the A Shares and B Shares as
                    unclassified ordinary shares of US$1.00 each but so that the
                    one partly paid Share held by BRC shall following such
                    variation and redesignation remain partly paid to the same
                    extent and subject to the same liability for the premium
                    thereof as before such variation and re-designation;

         2.2.4      the New Articles of Association shall be adopted;

         2.2.5      the changes in the classification of share capital
                    shall be recorded in the register of members;

         2.2.6      BRC shall complete the sale of the Sale Shares to
                    Geron so that Geron shall become the holder of 75% of the
                    issued Shares and BRC shall become the holder of 25% of the
                    issued Shares; and

         2.2.7      the Parties shall pass a special resolution pursuant
                    to Section 58 Companies Ordinance to the effect that,
                    subject to the approval of the Court, the liability of BRC
                    to pay the premium on its one partly paid Share (previously
                    classified as a partly paid up B Share) shall be reduced
                    from US$* to US$*,

         all in accordance with the further terms of this Agreement.

2.3      The Parties further agree and undertake that following Closing they
         shall, and shall procure that the Company shall, take all such further
         lawful action as may be necessary or desirable to procure that the
         reduction of the liability of BRC to pay the premium on its one partly
         paid Share shall be approved by the Court in accordance with the
         procedures specified in the Companies Ordinance and if the Court fails
         to approve such reduction of capital the provisions of clause 2.3 of
         the Amended and Restated Joint Venture Agreement shall have effect.

2.4      Each of the Parties, being all the members of the Company and all
         the members of the classes of members holding A Shares or B Shares
         respectively:

         2.4.1      consents to any variation of the rights attached to
                    the A Shares and the B Shares made by any of the special
                    resolutions to be passed by the members of the Company as
                    provided in this Agreement; and

         2.4.2      waives, and undertakes to the other Party that it
                    shall not exercise, any and all rights that it may have to
                    apply to Court to object to the matters contemplated by this
                    Agreement whether under Section 64 Companies Ordinance,
                    pursuant to any right of pre-emption, or otherwise.

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3.       Sale and Purchase of Sale Shares
         --------------------------------

3.1      Subject only to the passing of the resolutions and completion of the
         matters referred to in Clauses 2.2.1 to 2.2.5, BRC as beneficial owner
         shall sell the Sale Shares and Geron shall purchase the Sale Shares
         free from all Encumbrances together with all rights of any nature
         whatsoever attaching or accruing to them at Closing.

3.2      The aggregate consideration payable by Geron to BRC for the Sale Shares
         is US$1.00 payable in cash at Closing.

4.       Closing
         -------

4.1      Closing shall take place at the offices of Geron's Solicitors
         immediately upon execution of this Agreement when all (but not some
         only) of the events described in this Clause 4 shall be performed (if
         not already performed).

4.2      Before Closing, the Parties shall procure that copies of the
         resolutions of members of the Company shall be supplied to the auditors
         in accordance with Section 116BA Companies Ordinance.

4.3      At Closing:

         4.3.1      BRC shall pay to the Company by bank cashier's order
                    or by credit transfer in immediately available funds to the
                    bank account of the Company the sum of HK$* (being the HK
                    Dollar equivalent of US$*) being the net sum of (a) the
                    balance of the share premium on the one partly paid A Share
                    registered in its name in the amount of US$* less (b) the
                    amount of US$* representing capital contributions paid
                    towards such share premium and expenses incurred by BRC;

         4.3.2      BRC shall deliver to the Company and Geron an
                    unconditional undertaking in the form of Schedule 1 to pay
                    up a total of US$* being the balance of the premium which
                    the parties agree shall remain payable on the one partly
                    paid B Share registered in its name, such payment to be made
                    in two instalments of US$* on * and US$* on *;

         4.3.3      Geron shall pay to the Company by bank cashier's order
                    or by credit transfer in immediately available funds to the
                    bank account of the Company the sum of HK$ (being the HK
                    Dollar equivalent of US$*) being the net sum of (a) the
                    balance of the share premium on the one partly paid A share
                    and one partly paid B Share registered in its name in the
                    amount of US$* less (b) the amount of US$* representing
                    capital contributions paid towards such share premium and
                    expenses incurred by Geron.

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4.4      At Closing, subject to the payments to the Company specified in
         Clause 4.3 having been made, each of the Parties shall:

         4.4.1      deliver to the Company the written resolutions of the
                    members in the form of Schedule 2 duly signed by its
                    respective authorized signatory on its behalf to approve the
                    reclassification of the authorized share capital of the
                    Company into unclassified ordinary Shares and the
                    redesignation of all the issued A Shares and B Shares into
                    unclassified ordinary Shares and to adopt the Articles of
                    Association);

         4.4.2      deliver to the Company the written resolutions of the
                    Board in the form of Schedule 4 duly signed by the Directors
                    respectively appointed by them to the Board; and

         4.4.3      deliver to the Company the shares certificates in its
                    name in respect of the shares held by it as previously
                    designated as class A Shares or class B shares (as the case
                    may be) or (if required) an indemnity therefor;

         4.4.4      procure that changes to the share capital referred to
                    in the resolutions of the members specified in Schedule 2
                    are duly reflected in the register of members of the
                    Company.

4.5      At Closing, subject to the matters specified in Clause 4.4 having been
         completed, each of the Parties shall deliver to the Company the written
         resolutions of the members in the form of Schedule 5 duly signed by its
         respective authorized signatory on its behalf to approve the reduction
         of the liability of BRC for the premium payable on its one partly paid
         Share to US$*.

4.6      At  Closing,  subject to the  matters  referred  to in Clause  4.5
         having  been  completed,  BRC shall  deliver or cause to be delivered
         to Geron and the Company:

         4.6.1      duly executed transfers and sold notes in respect of
                    the Sale Shares in favour of Geron accompanied by the
                    relevant certificates for the Sale Shares;

         4.6.2      all powers of attorney, board resolutions or other
                    authorities under which the transfers and sold notes in
                    respect of the Sale Shares (and the other documents executed
                    by BRC pursuant to this Agreement) have been executed;

         4.6.3      all statutory books and records (including financial
                    records) duly written up to date of the Company and its
                    certificate of incorporation, current business registration
                    certificate and common seal, cheque and deposit books, and
                    any other books, papers, records and documents of the
                    Company and in the possession of BRC or HKUST or any of
                    their respective Associated Companies;

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         4.6.4      the resignation of Mr. Chu Ching-wu as a Director in
                    the form specified in Schedule 6;

         4.6.5      the Amended BRC Services Agreement and the Amended and
                    Restated Joint Venture Agreement, each duly executed by BRC;

4.7      At Closing, subject to delivery of the documents specified in
         Clause 4.6, Geron shall:

         4.7.1      deliver to BRC the Amended and Restated Joint Venture
                    Agreement and the Amended BRC Services Agreement duly
                    executed by Geron;

         4.7.2      deliver to BRC all powers of attorney, board
                    resolutions or other authorities under which the documents
                    executed by Geron pursuant to this Agreement have been
                    executed; and

         4.7.3      pay to BRC the consideration payable for the Sale
                    Shares in the sum of US$1.00 against an acknowledgement of
                    receipt therefore.

4.8      At Closing, the Parties shall deliver to each other the written
         resolutions of the Board in the form of Schedule 7 duly signed by the
         Directors respectively appointed by them to the Board;

4.9      At Closing, the Parties shall procure that the Company delivers to each
         of the Parties the Amended BRC Services Agreement and the Amended and
         Restated Joint Venture Agreement duly executed by the Company.

5.       Warranties
         ----------

5.1      Each of BRC and Geron represents, warrants and undertakes to the other
         that (a) it is duly incorporated, (b) it has the power to enter into
         and to exercise its rights and to perform its obligations under this
         Agreement, (c) it has taken and will take all necessary action to
         authorise the execution of and the performance of its obligations under
         this Agreement, (d) the obligations expressed to be assumed by it under
         this Agreement are legal, valid and binding, and (e) neither the
         execution nor performance of this Agreement will contravene any
         provision of any existing law, treaty or regulation, its memorandum and
         articles of association or equivalent constitutive documents or any
         obligation (contractual or otherwise) which is binding upon it, or upon
         any of its assets.

5.2      BRC warrants, represents and undertakes to Geron (to the intent
         that the provisions of Clause 5 shall continue to have full force and
         effect notwithstanding Closing) that:

         5.2.1      BRC is the legal and beneficial owner of all the Sale
                    Shares, free and clear of any lien, charge or Encumbrance
                    whatsoever;

         5.2.2      all the Sale Shares are fully paid up;

         5.2.3      BRC has and will continue to have on the dates for
                    payment of the premium payable on its partly paid Share as
                    specified in Clause 4.3.2, cash sufficient to pay such
                    amounts of premium in accordance with that Clause 4.3.2,


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                    whether from within its own resources or by virtue of an
                    unconditional contractual right to receive such amounts
                    (whether from its Associated Companies or from Third
                    Parties).

5.3      Each Party acknowledges that the other Party in entering into this
         Agreement is relying on the respective representations, warranties and
         undertakings given by such other Party in this Agreement.

5.4      Each Party undertakes to indemnify and keep indemnified the other Party
         against any loss or liability suffered by such other Party as a result
         of or in connection with any breach of any of the representations,
         warranties or undertakings by such Party under Clause 5.1 of this
         Agreement and any reasonable costs and expenses incurred as a result of
         the breach.

5.5      BRC undertakes to indemnify and keep indemnified Geron against any loss
         or liability suffered by Geron as a result of or in connection with any
         breach of any of the representations, warranties or undertakings by BRC
         under Clause 5.2 of this Agreement and any reasonable costs and
         expenses incurred as a result of the breach and without limitation this
         indemnity applies to indemnify Geron for any loss incurred by Geron by
         reason of the market value of the Sale Shares (regardless of the agreed
         consideration for the Sale Shares payable under Clause 3.2) being less
         than it would have been if the breach had not occurred.

5.6      Each Party will both before and after Closing promptly notify the other
         Party in writing of any matter or thing of which such Party becomes
         aware which is a breach of or inconsistent with any of the
         representations, warranties or undertakings of such Party under this
         Agreement.

6.       Restrictions on Announcements
         -----------------------------

         Each of the Parties undertakes that it will not (save as required by
         law or any applicable regulatory body) make any announcement in
         connection with this Agreement unless the other Party shall have given
         its consent to such announcement (which consents may not be
         unreasonably withheld and may be given either generally or in a
         specific case or cases and may be subject to conditions).

7.       Costs
         -----

         Each Party shall pay its own costs and disbursements of and incidental
         to the preparation and execution of this Agreement.

8.       Stamp Duty
         ----------

         Any stamp duty payable on the instruments of transfer and bought and
         sold notes (and any other document) relating to the transfer of the
         Sale Shares pursuant to this Agreement shall be borne equally by BRC
         and Geron.


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9.       Further Assurance
         -----------------

9.1      At any time, whether before or after Closing, each of the Parties shall
         do and execute, or procure to be done and executed, all necessary acts,
         deeds, documents and things as may be reasonably requested of it by the
         other Party to give effect to this Agreement.

9.2      At any time (whether before or after Closing) and upon a Party's
         reasonable request (the "Requesting Party") from time to time, the
         other Party (the "Disclosing Party") shall:

         9.2.1      provide, or procure to be provided, to the Requesting
                    Party all information relating to the business and affairs
                    of the Company as conducted up to Closing which is in the
                    possession or under the control of the Disclosing Party or
                    any of its Associated Companies, but excluding any
                    confidential or proprietary information of the Disclosing
                    Party;

         9.2.2      give, or procure to be given, to the Requesting Party,
                    its directors and any persons authorized by the Requesting
                    Party, access to any documents or electronic data (however
                    stored) containing any of the information referred to in
                    Clause 9.2.1, but excluding any documents or electronic data
                    which contain any proprietary or confidential information of
                    the Disclosing Party and the Requesting Party, its directors
                    and authorized persons may make copies of such documents or
                    data.

10.      Assignment
         ----------

         Save as otherwise provided herein, the benefits and obligations
         conferred by this Agreement upon each of the Parties are personal to
         that Party and shall not be, and shall not be capable of being,
         assigned, delegated, transferred or otherwise disposed of save with the
         written consent of each of the other Parties. Notwithstanding the
         foregoing provisions, Geron may assign and transfer this Agreement and
         the benefits and obligations thereof in connection with the merger or
         consolidation of Geron with another company, or the sale of all or
         substantially all of its assets (or of the portion of its business
         related to the subject matter of this Agreement) provided that Geron
         notifies BRC and the Company in writing prior to any such merger or
         consolidation or sale.

11.      Entire Agreement
         ----------------

         This Agreement (together with any documents referred to herein or
         executed contemporaneously by the Parties in connection herewith)
         constitutes the whole agreement between the Parties and supersedes any
         previous agreements, arrangements or understandings between them
         relating to the subject matter hereof. Each of the Parties acknowledges
         that it is not relying on any statements, warranties or representations
         given or made by any of them relating to the subject matter hereof,
         save as expressly set out in this Agreement.


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12.      Variation
         ---------

         No variation or amendment to this Agreement shall be effective unless
         in writing signed by authorised representatives of each of the Parties.

13.      Notices
         -------

         Any notice required to be given by either Party to other Party may be
         made (i) by hand delivery by Federal Express or comparable private
         courier service to the other Party's address given herein or such other
         address as may from time to time be notified for this purpose or (ii)
         by facsimile transmission to a facsimile number notified in writing by
         the other Party for this purpose. Any properly addressed notice served
         by hand shall be deemed to have been served on delivery and any notice
         served by facsimile transmission shall be deemed to have been served
         when received, as shown by a confirmed transmission report.

14.      Waiver
         ------

         No failure of any Party to exercise, and no delay in exercising, any
         right or remedy in respect of any provision of this Agreement shall
         operate as a waiver of such right or remedy, nor shall any single or
         partial exercise of the same preclude any further exercise thereof or
         the exercise of any other right, power or remedy. Without limitation,
         no waiver by a Party of any breach by the other Party of any provision
         of this Agreement shall be deemed a waiver of any subsequent breach of
         that or any other provision in this Agreement. The rights and remedies
         of each Party contained in this Agreement are cumulative and not
         exclusive of any rights or remedies provided by law.

15.      Severability
         ------------

         If any provision or part of a provision of this Agreement or its
         application to any Party, shall be, or be found by any authority of
         competent jurisdiction to be, invalid or unenforceable, such invalidity
         or unenforceability shall not affect the other provisions or parts of
         such provisions of this Agreement, all of which shall remain in full
         force and effect.

16.      Counterparts
         ------------

         This Agreement may be entered into on separate engrossments, each of
         which when so executed and delivered shall be an original but each
         engrossment shall together constitute one and the same instrument and
         shall take effect from the time of execution of the last engrossment.

17.      Survival of Provisions
         ----------------------

         All of the provisions of this Agreement shall remain in full force and
         effect notwithstanding Closing (except insofar as they set out
         obligations which have been fully performed at Closing).


                                       12
<PAGE>


18.      Governing Law and Dispute Resolution
         ------------------------------------

18.1     This Agreement shall be governed by and construed in accordance with
         the laws of Hong Kong.

18.2     In the event of any dispute arising out of or in connection with this
         Agreement, including any question regarding its existence, validity,
         breach or termination, the Parties shall attempt in good faith to reach
         a resolution satisfactory to all Parties. In the event the Parties do
         not reach such a resolution within thirty (30) days after the relevant
         dispute arises (or such longer period as the Parties may agree in
         writing), then any Party may, by written notice to the other Parties,
         demand arbitration, and the relevant dispute shall be referred to and
         finally resolved by arbitration in Singapore in accordance with the
         Arbitration Rules of SIAC for the time being in force which rules are
         deemed to be incorporated by reference into this Clause. The tribunal
         for any arbitration shall consist of three arbitrators to be appointed
         by the Chairman of SIAC. The language of the arbitration shall be
         English. Judgment on the award rendered by the arbitrators may be
         entered in any court having jurisdiction thereof.


                                       13
<PAGE>


                                   Schedule 1
                                   ----------
                               Undertaking of BRC
                               ------------------


To:      TA Therapeutics Limited
14th Floor, Hutchison House, 10 Chater Road, Central Hong Kong

and

Geron Corporation
230 Constitution Drive, Menlo Park, California 94025, United States of America


Date:    15th of June 2007

Dear Sirs

We irrevocably and unconditionally undertake to pay to the Company the sum of
US$* in respect of the premium on the one partly paid Share registered in our
name and numbered * in the register of members of the Company, such sum to be
paid in two instalments as to US$* on * and as to US$* on *, each such payment
to be made without deduction or set off in immediately available funds for value
on the relevant dates for payment specified above.

Yours faithfully


/s/ Yuk Shan Wong
--------------------
For and on behalf of
Biotechnology Research Corporation














-------------

*    Certain information on this page has been omitted and filed separately with
     the Commission. Confidential treatment has been requested with respect to
     the omitted portions.


                                       14
<PAGE>


                                   Schedule 2
                                   ----------
                    First Written Resolutions of Shareholders
                    -----------------------------------------


                             TA THERAPEUTICS LIMITED
                             -----------------------

RESOLUTIONS IN WRITING OF ALL THE SHAREHOLDERS OF THE COMPANY PURSUANT TO
SECTION 116B OF THE COMPANIES ORDINANCE

--------------------------------------------------------------------------------

Resolved that the following resolutions be passed as Special Resolutions:

(1)      Special Resolution - Re-classification of Shares
         ------------------------------------------------

         "That, the authorized share capital of the Company of US$36,000 divided
         into two classes of shares consisting of * class A shares and * class B
         shares, all of US$1.00 each, be and is hereby re-classified into one
         class of unclassified ordinary shares, all of US$1.00 each, such shares
         to have attached thereto the rights and privileges and be subject to
         the restrictions set out in the new Articles of Association of the
         Company as adopted by Special Resolution as set out below."

 (2)     Special Resolution - Re-designation of Shares
         ---------------------------------------------

         "That, notwithstanding the provisions of the Articles of Association of
         the Company:

         (a)        all the existing * issued and fully paid up class A
                    shares in the capital of the Company registered in the name
                    of Biotechnology Research Corporation Limited and all the
                    existing * issued and fully paid up class A shares in the
                    capital of the Company registered in the name of Geron
                    Corporation be re-designated as unclassified ordinary shares
                    of US$1.00 each in the capital of the Company, on the basis
                    of one ordinary share for each class A share held, and each
                    such ordinary share shall have attached thereto the rights
                    and privileges and be subject to the restrictions set out in
                    the new Articles of Association of the Company as adopted by
                    Special Resolution as set out below;

         (b)        all the existing * issued and fully paid up class B
                    shares in the capital of the Company registered in the name
                    of Biotechnology Research Corporation Limited and all the *
                    issued and fully paid up class B shares in the capital of
                    the Company registered in the name of Geron Corporation be
                    re-designated as unclassified ordinary shares of US$1.00
                    each in the capital of the Company, on the basis of one
                    ordinary share for each class B share held, and each such
                    ordinary share shall have attached thereto the rights and
                    privileges and be subject to the restrictions set out in the
                    new Articles of Association of the Company as adopted by
                    Special Resolution as set out below;


-------------

*    Certain information on this page has been omitted and filed separately with
     the Commission. Confidential treatment has been requested with respect to
     the omitted portions.


                                       15
<PAGE>


         (c)        the existing one issued class B share in the capital of
                    the Company registered in the name of Biotechnology Research
                    Corporation Limited in respect of which the nominal value of
                    US$1.00 has been paid up and in respect of which the premium
                    of HK$* has not been paid up be re-designated as one partly
                    paid up unclassified ordinary share of US$1.00 in the
                    capital of the Company, paid up as to the nominal value and
                    as to which a share premium of US$* shall remain payable
                    thereon, and such ordinary share shall have attached thereto
                    the rights and privileges and be subject to the restrictions
                    set out in the new Articles of Association of the Company as
                    adopted by Special Resolution as set out below; and

         (d)        the existing * unissued class A shares in the capital of
                    the Company be re-designated as unclassified ordinary shares
                    of US$1.00 each and such shares shall have attached thereto
                    the rights and privileges and be subject to the restrictions
                    set out in the new Articles of Association of the Company as
                    adopted by Special Resolution as set out below."

(3)      Special Resolution - Adoption of New Articles of Association
         ------------------------------------------------------------

         "That the regulations contained in the attached printed document be and
         are hereby approved and adopted as the new Articles of Association of
         the Company, in substitution for, and to the exclusion of, the existing
         Articles of Association of the Company."



Dated as of 15th June  2007.




/s/ Yuk Shan Wong                                           /s/ David J. Earp
--------------------                                        --------------------
For and on behalf of                                        For and on behalf of
Biotechnology Research Corporation Limited                  Geron Corporation



-------------

*    Certain information on this page has been omitted and filed separately with
     the Commission. Confidential treatment has been requested with respect to
     the omitted portions.


                                       16
<PAGE>


                                   Schedule 3
                                   ----------
                           New Articles of Association
                           ---------------------------




                      THE COMPANIES ORDINANCE (Chapter 32)


                            Company Limited by Shares


                             Articles of Association

                                       of

                             TA Therapeutics Limited

             (as adopted by Special Resolution dated 15 June 2007)


                                   Preliminary

1.        The regulations contained in Table "A" in the First Schedule to the
          Companies Ordinance (Cap. 32) shall not apply to the Company.

2.        In these Articles, unless the context requires otherwise:

          "Affiliate " means, in respect of a person, any other person who has
          Control of, is under the Control of or is under common Control with
          the first mentioned person and includes an Affiliated Company of the
          first mentioned person;

          "Affiliated Company" means in relation to any Member, any Associated
          Company of such Member and any company in which such Member or any
          holding company of such Member holds or controls directly or
          indirectly not less than 20% of the issued share capital, provided
          that, for the purposes of the foregoing, the terms "company" and
          "holding company" shall be deemed to include, in addition to a body
          corporate, any other type of legal entity, including any limited
          liability company, unincorporated association, firm, partnership,
          joint venture, consortium, association, organisation or trust, and the
          meanings given to the terms "company" and "holding company" in the
          Ordinance shall, for the purposes of the foregoing, be deemed to
          apply, mutatis mutandis, to such other entities;

          "Articles" means the Articles of Association of the Company for the
          time being in force;

          "Associated Company" means, in relation to any Member, any subsidiary
          or holding company of that Member or any other subsidiary of such
          holding company , provided that, for the purposes of the foregoing,
          the terms "company", "subsidiary" and "holding company" shall be
          deemed to include, in addition to a body corporate, any other type of


                                       17
<PAGE>

          legal entity, including any limited liability company, unincorporated
          association, firm, partnership, joint venture, consortium,
          association, organisation or trust, and the meanings given to the
          terms "company" and "holding company" in the Ordinance shall, for the
          purposes of the foregoing, be deemed to apply, mutatis mutandis, to
          such other entities;

          "Board" means the board of Directors;

          "BRC" means Biotechnology Research Corporation Limited, a company
          incorporated under the laws of Hong Kong;

          "Chairman" means the chairman of the board of directors of the
          Company;

          "Control" when used with respect to any person means the possession,
          directly or indirectly, of power to direct or cause the direction of
          the management and policies of such person, whether through the
          ownership of voting securities, the right to control the composition
          of the governing body of the person or by contract or otherwise and
          "Controlled" shall have a correlative meaning and a "change in
          Control" shall be deemed to have occurred if any person having
          previously Controlled the relevant person, ceases to do so, or if any
          person acquires Control of the relevant person;

          "Directors" means the Directors of the Company for the time being, the
          sole Director or as the case may be the Directors assembled as a board
          or a committee of the board;

          "Geron" means Geron Corporation, a company incorporated under the laws
          of the State of Delaware;

          "Hong Kong" shall have the same meaning as defined in the
          Interpretation and General Clauses Ordinance (Cap.1);

          "Member" means a person who is registered as the holder of shares in
          the capital of the Company;

          "Memorandum of Association" means the Memorandum of Association of the
          Company for the time being in force;

          "Month" means calendar month;

          "Office" means the registered office for the time being of the
          Company;

          "Ordinance" means the Companies Ordinance (Cap. 32) as modified from
          time to time;

          "Paid up" or "paid" includes credited as paid up or paid;

          "Register" means the register of Members to be kept pursuant to
          Ordinance;

          "Relevant Percentage" means, in relation to a Member, a fraction, the
          numerator of which is the total number of Shares held by that Member
          at the time in question and the denominator of which is the total
          number of Shares in issue at that time;


                                       18
<PAGE>


          Reserve Director" means a person nominated as a reserve Director of
          the Company under section 153A(6) of the Ordinance;

          "Seal" means the common seal of the Company or, where appropriate, any
          official seal for use in any particular state, country or territory
          outside Hong Kong or, where appropriate, any securities seal for use
          by the Company in accordance with the Ordinance;

          "Secretary" means any person appointed to perform the duties of the
          Secretary of the Company and includes any person appointed to perform
          such duties temporarily and any duly appointed assistant Secretary;

          "Share" means a share in the share capital of the Company having the
          rights and benefits and subject to the restrictions set out in these
          Articles;

          "Third Party" means any person other than BRC, Geron or any of their
          Affiliated Companies;

          "US$" means United States dollars, the lawful currency of the United
          States of America;

          "Year" means calendar year.

          Any provision of these Articles that refers (in whatever words) to:

          (a) the Directors;
          (b) the Board of Directors;
          (c) a majority of the Directors; or
          (d) a specified number of percentage of the Directors of the Company

          shall, unless the context otherwise requires, apply with necessary
          modifications in case the Company has only one Director.

          Any provision of these Articles that refers (in whatever words) to:

          (a) the Members;
          (b) a majority of Members; or
          (c) a specified number or percentage of Members of the Company

          shall, unless the context otherwise requires, apply with necessary
          modifications in case the Company has only one Member.

          Wherever any provision of these Articles (except a provision for the
          appointment of a proxy) requires that a communication as between the
          Company, its Directors or Members be effected in writing, the
          requirement may be satisfied by the communication being given in the
          form of an electronic record unless the person to whom the
          communication is given signifies refusal to communications being given
          to him in that form.


                                       19
<PAGE>


          Expressions used in these Articles referring to "writing" or "written"
          shall, unless the contrary intention appears, be construed as
          including references to printing, lithography, photography and other
          modes of representing or reproducing words in a visible form.

          Unless the context otherwise requires, words or expressions used in
          these Articles shall have the same meaning as in the Ordinance or any
          statutory modification thereof in force at the date at which these
          Articles become binding on the Company.

          The singular includes the plural and vice versa. Words importing any
          gender include the other genders.

          The headings shall not affect the construction of these Articles.

                                 Private Company

3.        The Company shall be a private company, and accordingly the
          following provisions shall have effect:-

          (a)       the Company shall not offer any of its shares or
                    debentures to the public for subscription;

          (b)       the number of Members (not including persons who are in
                    the employment of the Company and persons who, having been
                    formerly in the employment of the Company, were while in
                    that employment, and have continued after the determination
                    of that employment to be, Members) shall not at any time
                    exceed fifty provided that where two or more persons hold
                    one or more shares in the Company jointly, they shall, for
                    the purposes of this Article, be treated as a single Member;
                    and

          (c)       the right to transfer shares in the Company shall be
                    restricted in the manner hereinafter provided.

                                   19. Shares
                                       ------

4.        (A)       Subject to the provisions of the Ordinance (and in
                    particular section 57B thereof) and of the Articles relating
                    to new shares and of Article 5, all unissued shares in the
                    Company including any new shares created upon an increase of
                    capital shall be under the control of the Directors who may
                    offer, allot, grant options over or otherwise dispose of
                    them to such persons, on such terms and conditions and at
                    such times as the Directors shall in their sole and absolute
                    discretion think fit, but so that no shares shall be issued
                    at a discount, except in accordance with the provisions of
                    the Ordinance.

          (B)       Subject to the provisions, if any, in that regard in the
                    Memorandum of Association or these Articles, and without
                    prejudice to any special rights previously conferred on the
                    holders of existing shares, any share may be issued with
                    such preferred, deferred, or other special rights, or such
                    restrictions, whether in regard to dividend, voting, return
                    of share capital, or otherwise, as the Company may from time
                    to time by special resolution determine, (or, in the absence
                    of any such determination or so far as the same shall not


                                       20
<PAGE>

                    make specific provision, as the Directors may determine) and
                    any preference share or any other share may, with the
                    sanction of a special resolution, be issued on the terms
                    that it is, or at the option of the Company is liable, to be
                    redeemed.

5.        (A)       The Company will not issue any new Shares to any person
                    unless the Board of Directors has offered each of BRC and
                    Geron (for the purposes of this Article 5, each, a "Current
                    Member" and collectively the "Current Members") the
                    opportunity, but without any obligation, to subscribe for
                    such Shares on a pro rata basis in accordance with their
                    then Relevant Percentage (a "New Subscription"), such offer
                    to be made by written notice to the Current Members
                    specifying (a) the aggregate amount to be raised by such new
                    issue; (b) the number of Shares offered to the Current
                    Member, (c) the terms of the offer (including the
                    subscription price per Share to be subscribed). If it is
                    intended or anticipated by the Company that the new Shares
                    shall be subscribed wholly by a Current Member and/or any of
                    its Affiliates, then the subscription price per Share to be
                    subscribed shall be such amount as is agreed by the Company
                    and all the Current Members or, failing such agreement
                    within seven (7) days of written notice from the Company
                    requiring such agreement, not less than the fair market
                    value thereof as appraised by a reputable independent
                    expert.

          (B)       If either Current Member (a "Diluting Current Member")
                    fails to apply for its pro rata entitlement to the new
                    Shares in accordance with this Article 5 within a period of
                    14 days after from the Board's call therefor, then the other
                    Current Member shall have the right within 14 days
                    thereafter to elect by written notice to the Board and to
                    the Diluting Current Member to subscribe for both the Shares
                    offered to it and the Shares offered to the Diluting Current
                    Member, on the same terms as previously offered to both the
                    Current Members, and the Current Members shall promptly
                    procure that the necessary authorisations are given
                    (including the passing of any resolutions of Current
                    Members) and steps taken for such Shares to be allotted and
                    issued to such other Current Member, such Shares to be paid
                    up and issued in accordance with the terms of the offer as
                    specified in the notice of the offer given under Article
                    5(A).

          (C)       If the subscriptions elected to be made by the Current
                    Members in accordance with Articles 5(A) and 5(B) are
                    insufficient to provide the Company with funding in the
                    aggregate amount specified in the notice given under Article
                    5(A), then the Company may, during a period of 6 months
                    following the last date for payment of the subscriptions
                    under Articles 5(A) and 5(B) offer the balance of any Shares
                    to any other person or person for subscription on such terms
                    as the Board of Directors may determine, provided always
                    that the subscription price per Share to be subscribed shall
                    not be less than the price offered to the Current Members
                    under Article 5(A).

          (D)       Subject to Article 5(E), the provisions of Articles 5(A)
                    to 5(C) shall apply in the same manner, adjusted as
                    necessary, to the issue of any securities convertible into
                    or exchangeable for Shares and the grant by the Company of
                    any rights (by way of option or warrant or otherwise) to
                    subscribe for or acquire Shares.


                                       21
<PAGE>


          (E)       Nothing in this Article 5 shall restrict or apply to the
                    grant of options or the issue of Shares in accordance with
                    the terms of any share option or share incentive scheme
                    established in accordance with the terms of any agreement
                    between the Members.


                             Modification of Rights
                             ----------------------

6.        (A)       Subject to Article 102, all or any of the rights
                    attached to any class of shares in the capital of the
                    Company for the time being may, at any time, as well before
                    as during liquidation, be altered or abrogated either with
                    the consent in writing of the holders of not less than
                    three-fourths of the issued shares of the class or with the
                    sanction of a special resolution passed at a separate
                    general meeting of the holders of shares of the class, and
                    all the provisions contained in these Articles relating to
                    general meetings shall mutatis mutandis apply to every such
                    meeting, but so that the quorum thereof shall be not less
                    than two persons personally present and holding or
                    representing by proxy one-third in nominal value of the
                    issued shares of the class, and that any holder of shares of
                    the class present in person or by proxy may demand a poll,
                    and that each holder of shares of the class present in
                    person or by proxy shall on a poll be entitled to one vote
                    for each share of the class held by him, and if at any
                    adjourned meeting of such holders such quorum as aforesaid
                    is not present, any two holders of shares of the class who
                    are personally present in person or by proxy shall be a
                    quorum. If the Company has only one member, one member
                    present in person or by proxy shall be a quorum for all
                    purposes.

          (B)       The foregoing provisions of this Article shall apply to
                    the variation or abrogation of the rights attached to some
                    only of the shares of any class as if each group of shares
                    of the class differently treated formed a separate class,
                    the rights whereof are to be varied.

          (C)       The rights conferred upon the holders of the shares of
                    any class shall not, unless otherwise expressly provided by
                    the terms of issue of the shares of that class, be deemed to
                    be varied by the creation or issue of further shares ranking
                    pari passu therewith.

7.        (A)       The Company may in connection with the issue of any
                    shares exercise all powers of paying interest out of capital
                    and of paying commission and brokerage conferred or
                    permitted by the Ordinance.

          (B)       If any share is issued partly paid and, by the terms and
                    conditions on which such share is issued, the amount of any
                    premium payable on such share is to be determined by the
                    holder of such share at any time following such issue in
                    accordance with any agreement in writing between all of the
                    Members, then such share shall be deemed to be fully paid
                    when the nominal amount, and the premium thereon as
                    determined by the holder in accordance with any agreement in
                    writing between all of the Members and such terms of issue,
                    shall have been paid thereon.


                                       22
<PAGE>


                        Redemption and Purchase of Shares

8.        (A)       Subject always to the provisions of the Ordinance, the
                    Company may:

                    (i)    issue shares which are to be redeemed or are liable
                    to be redeemed at the option of the Company or holder;

                    (ii)   purchase its own shares (including any redeemable
                    shares); and

                    (iii)  make a payment in respect of the redemption or
                    purchase of its own shares otherwise than out of profits or
                    the proceeds of a fresh issue of its shares.

                    For purposes of Article 8(A), the Directors are authorised
                    to make statements or take such other steps as may be
                    required by the Ordinance in relation to the redemption or
                    purchase by the Company of its own shares out of capital.

          (B)       The redemption of shares may be effected upon such terms
                    and in such manner as the Company before or upon issue of
                    the shares shall by ordinary resolution determine.

                                     General

9.        Except as required by law, no person shall be recognised by the
          Company as holding any share upon any trust, and the Company shall not
          be bound by or be compelled in any way to recognise (even when having
          notice thereof) any equitable, contingent, future or partial interest
          in any share or any other rights in respect of any share except an
          absolute right to the entirety thereof in the registered holder.

10.       Subject always to the provisions of the Ordinance, the Directors may
          exercise the power of the Company to purchase or otherwise acquire its
          own shares and/or warrants upon such terms and subject to such
          conditions as the Directors may deem fit.

11.       Subject always to the provisions of the Ordinance, the Company may
          give financial assistance for the purpose of or in connection with a
          purchase made or to be made by any person of, or a subscription for,
          any shares in the capital of the Company or its holding company, or
          for the purpose of or in connection with reducing or discharging any
          liability so incurred. The Directors are authorised to make statements
          or take such other steps as may be required by the Ordinance in
          relation to the giving of financial assistance to acquire shares in
          the Company.

                         Register and Share Certificates

12.       The Directors shall cause to be kept a Register and there shall be
          entered therein the particulars required under the Ordinance. No
          person shall become a member until his name shall have been entered
          into the Register.


                                       23
<PAGE>


13.       (A)       Every person whose name is entered as a Member in the
                    Register shall, without payment, be entitled to a
                    certificate under seal specifying the share or shares held
                    by him and the amount paid up thereon, provided that in
                    respect of a share or shares held jointly by several persons
                    the Company shall not be bound to issue more than one
                    certificate, and delivery of a certificate for a share to
                    one of several joint holders shall be sufficient delivery to
                    all.

          (B)       If a share certificate is defaced, lost or destroyed, it
                    may be renewed on payment of such fee, if any, not exceeding
                    one dollar, and on such terms, if any, as to evidence and
                    indemnity, as the Directors think fit.

14.       If any share shall stand in the names of two or more persons, the
          person first named in the Register shall be deemed the sole holder
          thereof as regards service of notices and, subject to the provisions
          of the Articles, all or any other matters connected with the Company,
          except the transfer of such share.

                                      Lien

15.       The Company shall have a first and paramount lien on every share
          (not being a fully paid share) for all moneys (whether presently
          payable or not) called or payable at a fixed time in respect of that
          share, and the Company shall also have a first and paramount lien on
          all shares (other than fully paid shares) standing registered in the
          name of a single person for all monies presently payable by him or his
          estate to the Company and whether the same shall have been incurred
          before or after notice to the Company of any equitable or other
          interest of any person other than such Member and whether the period
          for the payment or discharge of the same shall have actually arrived
          or not and notwithstanding that the same are joint debts or
          liabilities of such Member or his estate and any other person, whether
          a Member or not. Notwithstanding the foregoing, the Directors may at
          any time declare any share to be wholly or in part exempt from the
          provisions of this Article. The Company's lien, if any, on a share
          shall extend to all dividends, bonuses and distributions payable in
          respect thereof.

16.       The Company may sell, in such manner as the Directors think fit,
          any shares on which the Company has a lien, but no sale shall be made
          unless some sum in respect of which the lien exists is presently
          payable, nor until the expiration of 14 days after a notice in
          writing, stating and demanding payment of such part of the amount in
          respect of which the lien exists as is presently payable, has been
          given to the registered holder for the time being of the share, or the
          person entitled thereto by reason of the death, mental disorder or
          bankruptcy of the registered holder.

17.       For giving effect to any such sale the Directors may authorise
          some person to transfer the shares sold to the purchaser thereof. The
          purchaser shall be registered as the holder of the shares comprised in
          any such transfer and he shall not be bound to see to the application
          of the purchase money, nor shall his title to the shares be affected
          by any irregularity or invalidity in the proceedings in reference to
          the sale.

18.       The net proceeds of the sale shall be received by the Company and
          after the payment of the costs of such sale shall be applied in
          payment of such part of the amount in respect of which the lien exists
          as is presently payable, and the residue shall (subject to a like lien


                                       24
<PAGE>

          for sums not presently payable as existed upon the shares prior to the
          sale) be paid to the person entitled to the shares at the date of the
          sale.

                                 Calls on Shares

19.       The Directors may from time to time, or at times determined in
          accordance with any agreement in writing between the Members, make
          such calls as they think fit upon the Members in respect of all or any
          part of the monies unpaid on the shares held by them respectively
          (whether on account of the nominal value of the shares and/or by way
          of premiums) and not by the conditions of allotment thereof made
          payable at fixed times and each Member shall (subject to receiving at
          least 14 days' notice specifying the time or times of payment) pay to
          the Company at the time or times so specified the amount called on his
          shares. A call shall be deemed to have been made when the resolution
          of the Directors authorising such call is passed and may be made
          payable by instalments. A call may be revoked or postponed as the
          Directors may determine. A person upon whom a call is made shall
          remain liable on such call notwithstanding any subsequent transfer of
          the shares in respect of which the call was made.

20.       The joint holders of a share shall be jointly and severally liable
          to pay all calls and instalments due in respect of such share or other
          monies due in respect thereof.

21.       The Directors may from time to time at their discretion extend the
          time fixed for any call and may extend such time as regards all or any
          of the Members whom, by reason of residence outside Hong Kong or other
          cause, the Directors may deem entitled to any such extension.

22.       If a sum called in respect of a share is not paid before or on the
          day appointed for payment thereof, the person from whom the sum is due
          shall pay interest upon the sum at the rate of 20 per cent per annum
          from the day appointed for the payment thereof to the time of the
          actual payment, but the Directors shall be at liberty to waive payment
          of that interest wholly or in part.

23.       No holder of a partly paid share shall be entitled to receive any
          dividend or bonus or to be present and vote (save as proxy for another
          Member who is entitled) at any general meeting, either personally or
          by proxy or authorised representative or be reckoned in a quorum or to
          exercise any other privilege as a holder of a share unless all calls
          and instalments due from him to the Company in respect of such partly
          paid share, whether alone or jointly with any other person, together
          with interest and expenses (if any) shall have been paid.

24.       Any sum (whether on account of the nominal value of the share or
          by way of premium) which by the terms of issue of a share becomes
          payable upon allotment or at any fixed date or on dates determined in
          accordance with any agreement in writing between the Members shall for
          all the purposes of the Articles be deemed to be a call duly made,
          notified and payable on the date on which by the terms of issue the
          same becomes payable. In case of non-payment all the relevant
          provisions of the Articles as to payment of interest, forfeiture or
          otherwise shall apply as if such sum had become payable by virtue of a
          call duly made and notified.


                                       25
<PAGE>


25.       The Directors may make arrangements on the issue of shares for
          differences in the amount of calls to be paid and in the times of
          payment between one holder and another.

26.       The Directors may, if they think fit, receive from any Member
          willing to advance the same all or any part of the monies uncalled and
          unpaid upon any shares held by him and upon all or any of the monies
          so advanced may (until the same would, but for such advance, become
          presently payable) pay interest at such rate (not exceeding, without
          the sanction of the Company in general meeting, 6 per cent per annum)
          as may be agreed upon between the Member paying the sum in advance and
          the Directors. The Directors may at any time repay the amount so
          advanced or any part thereof upon giving to such Member not less than
          one month's notice in writing of their intention to do so, unless
          before the expiration of such notice the amount proposed to be repaid
          shall have been called up on the shares in respect of which it was
          advanced in which event the same shall be applied in or towards
          satisfaction of the call under the applicable provisions of the
          Articles.

                              Forfeiture of Shares

27.       If a Member fails to pay in full any call or instalment of a call
          on the day appointed for the payment thereof, the Directors may at any
          time thereafter serve a notice on him requiring payment of so much of
          the call or instalment as is unpaid, together with any interest which
          may have accrued and which may accrue up to the date of payment and
          all other costs, charges and expenses incurred or suffered by the
          Company in connection with the failure to pay any call.

28.       The notice shall name a further day (not earlier than 14 days
          after the date of service of the notice) on or before which the
          payment required by the notice is to be made, and shall state that in
          the event of non-payment at or before the time appointed the shares in
          respect of which the call was made will be liable to be forfeited.

29.       If the requirements of any such notice as aforesaid are not
          complied with, any share in respect of which the notice has been given
          may at any time thereafter, before the payment required by the notice
          has been made, be forfeited by a resolution of the Directors to that
          effect. Such forfeiture shall include all dividends declared in
          respect of the forfeited shares but not paid before forfeiture. The
          Directors may accept a surrender of any share liable to be forfeited
          hereunder and, in such case, references in these Articles to
          forfeiture shall include surrender.

30.       Until cancelled in accordance with the requirements of the
          Ordinance, any share so forfeited shall be deemed to be the property
          of the Company and may be sold, reallotted or otherwise disposed of
          either to the person who was, before the forfeiture, the holder
          thereof or entitled thereto or to any other person on such terms and
          in such manner as the Directors think fit and at any time before a
          sale or disposition thereof the forfeiture may be cancelled on such
          terms as the Directors think fit.

31.       A person whose shares have been forfeited shall cease to be a
          Member in respect of the forfeited shares, but shall, notwithstanding,
          remain liable to pay to the Company all monies which, at the date of
          forfeiture, were presently payable by him to the Company in respect of
          the shares (together with interest thereon at the rate of 20 per cent
          per annum from the date of forfeiture if the Directors think fit to
          enforce payment of such interest and all other costs, charges and


                                       26
<PAGE>

          expenses incurred and suffered by the Company in connection with the
          failure to pay any call), but his liability shall cease if and when
          the Company shall receive payment in full of all such monies in
          respect of the shares. For the purposes of this Article, any sum which
          by the terms of issue of a share is payable thereon at a fixed time or
          at a time determined in accordance with any agreement in writing
          between the Members which time is subsequent to the date of
          forfeiture, whether on account of the nominal value of the share
          and/or by way of premium, shall, notwithstanding that such time has
          not yet arrived be deemed to be payable at the date of forfeiture and
          the same shall become due and payable immediately upon the forfeiture
          but interest thereon shall only be payable in respect of any period
          between the said fixed time and, if later, the date of actual payment.

32.       A statement in writing from a Director or the Secretary that a share
          in the Company has been duly forfeited or surrendered on a date stated
          in the statement, shall be conclusive evidence of the facts therein
          stated as against all persons claiming to be entitled to the share.
          The Company may receive the consideration, if any, given for the share
          on any sale or disposition thereof and may, subject to the
          restrictions contained in the Articles execute a transfer of the share
          in favour of the person to whom the share is sold or disposed of, and
          he shall thereupon be registered as the holder of the share, and shall
          not be bound to see to the application of the purchase money, if any,
          nor shall his title to the share be affected by any irregularity or
          invalidity in the proceedings in reference to the forfeiture, sale or
          disposal of the share.

33.       When any share shall have been forfeited, notice of the resolution
          shall be given to the Member in whose name it stood immediately prior
          to the forfeiture and an entry of the forfeiture, with the date
          thereof, shall forthwith be made in the Register.

34.       (A)       Notwithstanding any such forfeiture as aforesaid, the
                    Directors may at any time, before any shares so forfeited
                    shall have been sold, reallotted or otherwise disposed of,
                    anul the forfeiture thereof upon such terms (if any) as they
                    think fit.

          (B)       The forfeiture of a share shall not prejudice the right
                    of the Company to any call already made or instalment
                    payable thereon.

          (C)       The provisions of these Articles as to forfeiture shall
                    apply in the case of non-payment of any sum which, by the
                    terms of issue of a share, becomes payable at a fixed time
                    or at a time determined in accordance with any agreement in
                    writing between the Members, whether on account of the
                    nominal value of the share or by way of premium, as if the
                    same had been payable by virtue of a call duly made and
                    notified.

                               Transfer of Shares

35.       (A)       All transfers of shares shall be effected by transfer in
                    writing in any usual or common form or in any other form
                    acceptable to the Directors and may be under hand only.

          (B)       The instrument of transfer shall be signed by or on
                    behalf of both the transferor and the transferee.


                                       27
<PAGE>


          (C)       The transferor shall remain the holder of the shares
                    concerned until the name of the transferee is entered in the
                    Register in respect thereof.

36.       (A)       The Directors in their absolute discretion and without
                    assigning any reason therefor may decline to register any
                    transfer of any share whether or not it is a fully paid
                    share and shall refuse to register any transfer of shares if
                    registration thereof would cause the number of Members to
                    exceed the number permitted under these Articles. The
                    Directors shall not register a transfer to a person who is
                    known to them to be an infant, bankrupt or person of unsound
                    mind provided that the Directors shall not be bound to
                    enquire into the age or soundness of mind of any transferee
                    or whether or not he is a bankrupt. The Directors may also
                    decline to register any transfer unless (a) the instrument
                    of transfer is in respect of only one class of shares; (b)
                    in the case of a transfer to joint holders, the number of
                    joint holders to whom the shares are to be transferred does
                    not exceed three; and (c) the shares concerned are free of
                    any lien in favour of the Company.

          (B)       Save as provided in paragraph (I) of this Article and
                    subject to any agreement in writing between all of the
                    Members no transfer or disposal of any shares or any
                    interest in any shares shall be made by a Member except in
                    compliance with the following provisions of this Article and
                    no Member shall otherwise sell, mortgage, charge or
                    otherwise dispose of or encumber any shares or assign or
                    otherwise purport to deal with the beneficial interest
                    therein or any right in relation thereto separate from the
                    legal interest.

          (C)       A Member shall be entitled to transfer its shares to a
                    Third Party who has made a bona fide offer therefor provided
                    that before transferring its shares such Member (the
                    "Transferor") shall give a notice in writing (a "Transfer
                    Notice") to the other Member (the "Recipient") that it
                    desires to transfer the same. The Transfer Notice shall
                    specify:

                    (i)      the number of shares which the Transferor wishes to
                             transfer (which may be all or part only of the
                             shares then held by the Transferor)
                             (the "Relevant Shares");

                    (ii)     the name of the Third Party who has made the bona
                             fide offer for the Relevant Shares
                             (the "Prospective Purchaser");

                    (iii)    the price which the Prospective Purchaser has
                             offered for the Relevant Shares; and

                    (iv)     details of any other material terms of the offer
                             made by the Prospective Purchaser and any other
                             material terms or circumstances known to the
                             Transferor which affect or may affect the offer.

          (D)       The Recipient may within a period of one month after the
                    Transfer Notice is given require the Transferor to produce
                    to it such further evidence as it may reasonably require to
                    enable it to establish the bona fides of the offer by the
                    Prospective Purchaser.


                                       28
<PAGE>


          (E)       The Recipient shall be entitled within a period of three
                    months after the Transfer Notice is given, or, if later, the
                    provision to it of such further evidence, to serve a
                    purchase notice (a "Purchase Notice") on the Transferor
                    requiring it to sell the Relevant Shares to it at the same
                    price and on the same terms as those offered by the
                    Prospective Purchaser (as set out in the Transfer Notice).

          (F)       Subject to paragraph (H) of this Article, if the
                    Recipient serves a Purchase Notice within the said three
                    month period referred to in paragraph (E), the Transferor
                    shall be bound upon payment to transfer such of the Relevant
                    Shares to the Recipient as he has applied for. The purchase
                    shall be completed at a place and time to be appointed by
                    the Directors being not less than three days nor more than
                    ten days after the Purchase Notice is served and the
                    Directors shall be bound to register the transfer.

          (G)       If the Recipient has not served a Purchase Notice within
                    the period referred to in paragraph (E), the Transferor
                    shall be entitled to sell the Relevant Shares to the
                    Prospective Purchaser at the price and on the terms set out
                    in the Transfer Notice provided that if such sale is not
                    completed within six months after the Transfer Notice is
                    given the right to sell the Relevant Shares to the
                    Prospective Purchaser shall lapse. The Directors shall be
                    bound to register a transfer effected pursuant to this
                    paragraph (G) provided that the registration of such
                    transfer does not cause a breach of Article 3(b).

          (H)       If Purchase Notices shall have been served in respect of
                    part only of the Relevant Shares, the Transferor shall be
                    entitled to sell the remaining Relevant Shares to the
                    Prospective Purchaser in accordance with the provisions of
                    paragraph (G) of this Article or by notice in writing to the
                    Recipient may withdraw all the Relevant Shares from sale in
                    which event the Transfer Notice shall be deemed to have been
                    withdrawn and no transfers shall take place.

          (I)       The restrictions contained in paragraph (B) of this
                    Article shall not apply to any transfer:

                    (i)    by any Member of all of its shares to (i) a
                           wholly-owned subsidiary of the ultimate holding
                           company of the transferor Member; (ii) the ultimate
                           holding company of the transferor Member; or (iii) a
                           wholly-owned subsidiary of the transferor Member; or

                    (ii)   by the sole Member; or

                    (iii)  to which the consent in writing of all the Members
                           for the time being is given.

          (J)       For the purpose of ensuring that a transfer of shares is
                    a permitted transfer or that no circumstances have arisen
                    whereby a Transfer Notice is required to be given or to be
                    deemed to have been given hereunder the Directors may from
                    time to time require any Member or any person named as
                    transferee in any transfer lodged for registration to
                    furnish to the Company such reasonable information and
                    evidence as the Directors may think fit regarding any matter


                                       29
<PAGE>

                    which they may deem relevant to such purpose. Failing such
                    information or evidence being furnished to the reasonable
                    satisfaction of the Directors within a reasonable time after
                    request, the Directors shall be entitled to refuse to
                    register the transfer in question or (in case no transfer is
                    in question) to require by notice in writing that a Transfer
                    Notice be given in respect of the shares concerned. If such
                    information or evidence discloses that a Transfer Notice
                    ought to have been given in respect of any shares the
                    Directors may by notice in writing require that a Transfer
                    Notice be given in respect of the shares concerned.

37.       Every instrument of transfer shall be left at the Office for
          registration accompanied by the certificate of the shares to be
          transferred and such other evidence as the Directors may require to
          prove the title of the transferor or his right to transfer the shares.
          If the Directors refuse to register a transfer they shall within 2
          months after the date on which the transfer was lodged with the
          Company send to the transferor and transferee notice of the refusal.
          All instruments of transfer which are registered may be retained by
          the Company but any instrument of transfer which the Directors may
          decline to register shall (except in the case of fraud) be returned to
          the person depositing the same together with the share certificate
          within 2 months after the date on which the transfer was lodged with
          the Company.

38.       The Register may be closed during such time or times as the
          Directors may from time to time think fit (not exceeding a total of 30
          days in any year).

                           20. Untraced Shareholders
                               ---------------------

39.       The Company may sell any shares in the Company if:

          (i)       all cheques or warrants, being not less than 3 in total
                    number, or any sum payable in cash to the holder of such
                    shares in respect of them sent in the manner authorised by
                    these Articles have remained uncashed for a period of 12
                    years;

          (ii)      the Company has not at any time during the relevant
                    period received any indication of the existence of the
                    Member or of any person who is entitled to such shares; and

          (iii)     the Company has caused an advertisement to be inserted
                    in at least one leading English language and one leading
                    Chinese language daily Hong Kong newspaper giving notice of
                    its intention to sell such shares and a period of 3 months
                    has elapsed since the date of such advertisement.

          To give effect to any such sale the Directors may authorise any person
          to transfer the said shares and an instrument of transfer signed or
          otherwise executed by or on behalf of such person shall be as
          effective as if it has been executed by the registered holder or the
          person entitled by transmission to such shares, and the purchaser
          shall not be bound to see to the application of the purchase monies
          nor shall his title to the shares be affected by any irregularity or
          invalidity in the proceedings relating to the sale. The net proceeds
          of the sale shall belong to the Company and upon receipt by the
          Company of such net proceeds it shall become indebted to the former
          Member for an amount equal to such net proceeds. No trust shall be
          created in respect of such debt and no interest shall be payable in
          respect of it and the Company shall not be required to account for any


                                       30
<PAGE>
          monies earned from the net proceeds which may be employed in the
          business of the Company or as it thinks fit. Any sale under this
          Article shall be valid and effective notwithstanding that the Member
          holding the shares sold is dead, bankrupt or otherwise under any legal
          disability or incapacity.

                           21. Transmission of Shares
                               ----------------------

40.       In case of the death of a Member, the survivor or survivors where
          the deceased was a joint holder, and the legal personal
          representatives of the deceased where he was a sole holder, shall be
          the only persons recognised by the Company as having any title to his
          interest in the share provided that nothing herein contained shall
          release the estate of the deceased (whether a sole or joint holder)
          from any liability in respect of any share which had been jointly held
          by him with other persons.

41.       Any person to whom the right to any share has been transmitted by
          operation of law may, upon such evidence being produced as may from
          time to time properly be required by the Directors and subject as
          hereinafter provided, elect either to be registered himself as holder
          of the share or to have some person nominated by him registered as the
          transferee thereof, but the Directors shall, in either case, have the
          same right to decline or suspend registration as they would have had
          in the case of a transfer of the share by that Member before the event
          giving rise to the transmission. The merger of any two or more
          corporations under the laws of one or more foreign countries or states
          shall constitute a transmission by operation of law for the purposes
          of this Article.

42.       If the person so becoming entitled shall elect to be registered
          himself, whether in whole or in part, he shall deliver or send to the
          Company a notice in writing signed by him stating that he so elects.
          If he shall elect to have another person registered, he shall testify
          his election by executing to that person a transfer of the relevant
          shares. All the limitations, restrictions and provisions of the
          Articles (except paragraphs (B) - (I) (inclusive) of Article 36)
          relating to the right to transfer and the registration of transfers of
          shares shall be applicable to any such notice or transfer as aforesaid
          as if the transmission had not occurred and the notice or transfer
          were a transfer signed by the registered holder.

43.       Any person to whom the right to any share has been transmitted by
          operation of law shall be entitled to the same dividends and other
          advantages to which he would be entitled if he were the registered
          holder of the share, provided always that the Directors may at any
          time give notice requiring any such person to elect either to be
          registered himself or to transfer the share, and if the notice is not
          complied with within 90 days the Directors may thereafter withhold
          payment of all dividends, bonuses or other monies payable in respect
          of the share until the requirements of the notice have been complied
          with but, subject to the requirements of Article 67 being met, such
          person may vote at meetings of the Company.

44.       Any person to whom the right to any shares in the Company has been
          transmitted by operation of law shall, if the Directors refuse to
          register the transfer, be entitled to call on the Directors to furnish
          within 28 days a statement of the reasons for the refusal.


                                       31
<PAGE>


                              Alteration of Capital

45.       The Company may from time to time by ordinary resolution increase
          the share capital by such sum, to be divided into shares of such
          amount, as the resolution shall prescribe.

46.       Except so far as otherwise provided by the conditions of issue or
          by these Articles, any new shares issued as a consequence of an
          alteration of capital shall be subject to the same provisions with
          reference to the payments of calls and instalments, liens, transfer,
          transmission, forfeiture, cancellation, surrender, voting and
          otherwise as the shares in the capital of the Company existing at the
          date of creation of such new shares.

47.       The Company may by ordinary resolution:-

          (a)       consolidate and divide all or any of its share capital
                    into shares of a larger amount than its existing shares;

          (b)       sub-divide its existing shares, or any of them, into
                    shares of a smaller amount than is fixed by the Memorandum
                    of Association subject, nevertheless, to the provisions of
                    section 53(1)(d) of the Ordinance and so that the resolution
                    whereby any share is subdivided may determine that as
                    between the holders of the shares resulting from such
                    subdivision one or more of the shares may, as compared with
                    the others, have any such preferred, deferred or other
                    special rights or be subject to any such restrictions as the
                    Company has power to attach to unissued or new shares; and

          (c)       cancel any shares which, at the date of the passing of
                    the resolution, have not been taken or agreed to be taken by
                    any person.

          Where any difficulty arises in regard to any consolidation and
          division under paragraph (a) of Article 47, the Directors may settle
          the same as they think expedient and in particular may arrange for the
          sale of the shares representing fractions and the distribution of the
          net proceeds of sale in due proportion amongst the members who would
          have been entitled to the fractions, and for this purpose the
          Directors may authorise some person to transfer the shares
          representing fractions to the purchaser thereof, who shall not be
          bound to see to the application of the purchase money nor shall his
          title to the shares be affected by any irregularity or invalidity in
          the proceedings relating to the sale.

48.       Subject to Article 102, the Company may by special resolution
          reduce its share capital, any capital redemption reserve fund or any
          share premium account in any manner prescribed by law.

                                General Meetings

49.       The Company shall in each year hold a general meeting as its
          annual general meeting in addition to any other meetings in that year,
          and shall specify the meeting as such in the notices calling it, and
          not more than 15 months shall elapse between the date of one annual
          general meeting of the Company and that of the next. Provided that so
          long as the Company holds its first annual general meeting within 18
          months of its incorporation, it need not hold it in the year of its
          incorporation or in the following year. The annual general meeting
          shall be held at such time and place as the Directors shall appoint.


                                       32
<PAGE>

          All general meetings other than annual general meetings shall be
          called extraordinary general meetings.

50.       The Directors may, whenever they think fit, convene an
          extraordinary general meeting, and extraordinary general meetings
          shall also be convened on such requisition, or in default may be
          convened by such requisitionists, as provided by section 113 of the
          Ordinance. If at any time there are not within Hong Kong sufficient
          Directors capable of acting to form a quorum, any Director or any 2
          Members who are entitled to attend and vote at a general meeting may
          convene an extraordinary general meeting in the same manner as nearly
          as possible as that in which a meeting may be convened by the
          Directors.

                           Notice of General Meetings

51.       An annual general meeting and a meeting called for the passing of
          a special resolution shall be called by 21 days' notice in writing at
          the least, and a meeting of the Company other than an annual general
          meeting or a meeting for the passing of a special resolution shall be
          called by 14 days' notice in writing at the least or such shorter
          notice as consented to by the Members in writing. The notice shall be
          exclusive of the day on which it is served or deemed to be served and
          of the day for which it is given, and shall specify the place, the day
          and the hour of meeting and, in case of special business, the general
          nature of that business. The notice convening an annual general
          meeting shall specify the meeting as such and the notice convening a
          meeting to pass a special resolution shall specify the intention to
          propose the relevant resolution as a special resolution.

52.       All business shall be deemed special that is transacted at an
          extraordinary general meeting and at an annual general meeting, with
          the exception of sanctioning a dividend, the reading, consideration
          and adoption of accounts, balance sheets, and the reports of the
          Directors and the auditors, the election of Directors in the place of
          those retiring at the meeting, the appointment of the auditors (where
          special notice of the resolution for such appointment is not required
          by the Ordinance) and the fixing, or the determination of the method
          of fixing, of the remuneration of the auditors.

53.       Subject to the foregoing Article, the notice of every general
          meeting shall be given in the manner hereinafter mentioned or in such
          other manner, if any, as may be prescribed by the Company in general
          meeting to such persons as are under the Articles entitled to receive
          such notices from the Company provided that subject to the provisions
          of the Ordinance a meeting of the Company shall, notwithstanding that
          it is called by shorter notice than that specified in this Article, be
          deemed to have been duly called if it is so agreed:

          (a)       in the case of a meeting called as the annual general
                    meeting, by all the Members entitled to attend and vote
                    thereat; and

          (b)       in the case of any other meeting, by a majority in
                    number of the Members having a right to attend and vote at
                    the meeting, being a majority together holding not less than
                    95 per cent in nominal value of the shares giving that
                    right.


                                       33
<PAGE>


54.       The accidental omission to give notice of a meeting to, or the
          non-receipt of notice of a meeting by, any person entitled to receive
          notice shall not invalidate the proceedings at any meeting.

55.       In cases where instruments of proxy are or are to be sent out with
          notices, the accidental omission to send such instruments of proxy to
          or the non-receipt of such instruments of proxy by any person entitled
          to receive notice shall not invalidate any resolution passed or any
          proceedings at any such meeting.

                         Proceedings at General Meetings

56.       For all purposes the quorum for a general meeting shall be at
          least one duly authorised representative of BRC and at least one duly
          authorised representative of Geron. If the Company has only one
          Member, the sole Member present in person or by proxy shall constitute
          a quorum. No business shall be transacted at any general meeting
          unless the requisite quorum shall be present at the commencement of
          the meeting provided that the absence of a quorum shall not preclude
          the appointment, choice or election of a chairman which shall not be
          treated as part of the business of the meeting.

57.       If within 15 minutes from the time appointed for the meeting a
          quorum is not present, the meeting shall stand adjourned to the same
          day in the next week and at such time and place as shall be decided by
          the Directors and if at the adjourned meeting a quorum is not present
          within 15 minutes from the time appointed for the meeting, a quorum at
          such adjourned meeting shall consist of the duly authorised
          representative(s) of any Member or Members present at such adjourned
          meeting and the business for which the meeting was called may be
          transacted.

58.       Each Director shall be entitled to attend and speak at any general
          meeting of the Company and at any separate meeting of the holders of
          any class of shares in the Company.

59.       The Chairman shall preside as chairman at every general meeting of
          the Company. If at any meeting the Chairman is not present within 15
          minutes after the time appointed for holding the meeting, the Member
          or Members present shall choose one of their number to be chairman.

60.       The chairman may, with the consent of any meeting at which a
          quorum is present and shall if so directed by the meeting, adjourn the
          meeting from time to time (or sine die) and from place to place, but
          no business shall be transacted at any adjourned meeting other than
          the business left unfinished at the meeting from which the adjournment
          took place. Where a meeting is adjourned sine die, the time and place
          for the adjourned meeting shall be fixed by the Directors. When a
          meeting is adjourned for 21 days or more, not less than 7 days' notice
          of the adjourned meeting shall be given in like manner as in the case
          of the original meeting. Save as aforesaid it shall not be necessary
          to give any notice of an adjournment or of the business to be
          transacted at an adjourned meeting.

61.       At any general meeting a resolution put to the vote of the meeting
          shall be decided on a show of hands, unless a poll is (before or on
          the declaration of the result of the show of hands) demanded by any
          Member entitled to vote present in person or by proxy or
          representative and, unless a poll is so demanded, a declaration by the


                                       34
<PAGE>

          chairman that a resolution has, on a show of hands, been carried, or
          carried unanimously, or by a particular majority, or lost, and an
          entry to that effect in the book of the proceedings of the Company,
          shall be conclusive evidence of the fact, without proof of the number
          or proportion of the votes recorded in favour of or against that
          resolution.

62.       If an amendment shall be proposed to any resolution under
          consideration but shall in good faith be ruled out of order by the
          Chairman of the meeting the proceedings on the substantive resolution
          shall not be invalidated by any error in such ruling. In the case of a
          resolution duly proposed as a special resolution no amendment thereto
          (other than a mere clerical amendment to correct a patent error) may
          in any event be considered or voted upon.

63.       All questions submitted to a meeting shall be decided by a
          majority of votes except where a greater majority is required by the
          Articles or by the Ordinance or by any agreement in writing between
          the Members. In the event of an equality of votes the Chairman shall
          not have a casting vote.

64.       A poll demanded on the election of a chairman or on a question of
          adjournment shall be taken forthwith at the meeting and without
          adjournment. A poll demanded on any other question shall be taken at
          such time (being not later than 30 days after the date of the demand)
          and place as the chairman of the meeting directs and the result of the
          poll shall be deemed to be the resolution of the meeting at which the
          poll was demanded. The demand for a poll may be withdrawn with the
          consent of the chairman at any time before the close of the meeting or
          the taking of the poll, whichever is the earlier.

65.       (A)       Subject to the provisions of the Ordinance, a resolution
                    in writing signed by all Members for the time being entitled
                    to receive notice of and attend and vote at general meetings
                    (or being corporations, by a Director thereof or by their
                    duly authorised representative) shall be treated as a
                    resolution duly passed at a general meeting of the Company
                    duly convened and held, and, where relevant, as a special
                    resolution so passed. Any such resolution may consist of
                    several documents in the like form, each signed by one or
                    more persons.

          (B)       Subject to the provisions of the Ordinance, all general
                    meetings may be held by means of video conference or by
                    other lawful electronic means and in such manner as may be
                    agreed by the Company in general meeting. All the provisions
                    in these Articles as to general meetings shall, mutatis
                    mutandis, be applicable.

          (C)       (1)    Where the Company has only one Member and that
                           Member takes any decision that may be taken by the
                           Company in general meeting and that has effect as if
                           agreed by the Company in general meeting, he shall
                           (unless that decision is taken by way of a written
                           resolution agreed in accordance with section 116B of
                           the Ordinance) provide the Company with a written
                           record of that decision within 7 days after the
                           decision is made.

                    (2)    Where the sole Member provides the Company with a
                           written record of a decision in accordance with
                           Article 65(C)(1), that record shall be sufficient
                           evidence of the decision having been taken by the
                           sole Member.


                                       35
<PAGE>


                    (3)    The Company shall cause a record of all written
                           records provided to the Company in accordance with
                           this Article to be entered into a book kept for that
                           purpose in the same way as minutes of proceedings of
                           a general meeting of the Company.

                                Votes of Members

66.       Subject to the rights or restrictions for the time being attached
          to any class or classes of shares, on a show of hands every Member
          present in person or by proxy or representative shall have one vote,
          and on a poll every Member present in person or by proxy or
          representative shall have one vote for each share of which he is the
          holder and which is paid up as to all amounts due on such share. A
          person entitled to cast more than one vote upon a poll need not use
          all his votes or cast all the votes he uses in the same way.

67.       Any person entitled under Article 40 to be registered as a Member
          may vote at any general meeting in respect thereof in the same manner
          as if he were the registered holder of such shares provided that at
          least 48 hours before the time of the holding of the meeting or
          adjourned meeting (as the case may be) at which he proposes to vote,
          he shall satisfy the Directors of his right to be registered as the
          holder of such shares or the Directors shall have previously admitted
          his right to vote at such meeting in respect thereof.

68.       In the case of joint holders the vote of the senior who tenders a
          vote, whether in person or by proxy or by representative, shall be
          accepted to the exclusion of the votes of the other joint holders; and
          for this purpose seniority shall be determined by the order in which
          the names stand in the Register. Several executors or administrators
          of a deceased Member in whose name any share stands shall for the
          purposes of this Article be deemed joint holders thereof.

69.       If (a) any objection shall be raised to the qualification of any
          voter or (b) any votes have been counted which ought not to have been
          counted or which might have been rejected or (c) any votes are not
          counted which ought to have been counted, the objection or error shall
          not vitiate the decision of the meeting or adjourned meeting on any
          resolution unless the same is raised or pointed out at the meeting or,
          as the case may be, the adjourned meeting at which the vote objected
          to is given or tendered or at which the error occurs. Any objection or
          error shall be referred to the chairman of the meeting and shall only
          vitiate the decision of the meeting on any resolution if the chairman
          decides that the same may have affected the decision of the meeting.
          The decision of the chairman on such matters shall be final and
          conclusive.

70.       Any Member entitled to attend and vote at a meeting of the Company
          shall be entitled to appoint another person as his proxy to attend and
          vote instead of him. On a poll votes may be given either personally or
          by proxy. A proxy need not be a Member of the Company. A Member may
          appoint more than one proxy to attend on the same occasion.

71.       The instrument appointing a proxy shall be in writing under the
          hand of the appointor or of his attorney duly authorised in writing,
          or, if the appointor is a corporation, either under seal, or under the


                                       36
<PAGE>

          hand of an officer or attorney duly authorised. The signature on such
          instrument need not be witnessed.

72.       The instrument appointing a proxy and the power of attorney or
          other authority, if any, under which it is signed or a notarially
          certified copy of that power or authority shall be deposited:

          (a)       not less than 48 hours before the meeting at the Office
                    or at the place or one of such places (if any) as maybe
                    specified for the purpose in or by way of note to the notice
                    convening the meeting or in any notice of any adjourned
                    meeting or, in either case, in any document sent therewith
                    or in the instrument of proxy issued by the Company; or

          (b)       immediately before the commencement of the meeting or
                    adjourned meeting or poll to which the proxy relates (as the
                    case may be) at which the person named in the instrument
                    proposes to vote at the place at which the meeting or
                    adjourned meeting is convened and in default the instrument
                    of proxy shall not be treated as valid. Delivery of an
                    instrument appointing a proxy shall not preclude a Member
                    from attending and voting in person at the meeting or poll
                    concerned.

73.       No instrument appointing a proxy shall be valid after the
          expiration of 12 months from the date of its execution unless it
          states that it is valid, for all meetings whatsoever until revoked
          with the exception that any instrument may be used at any adjournment
          of the meeting for which it was originally intended.

74.       The instrument appointing a proxy to vote at a general meeting
          shall be deemed to confer authority to demand or join in demanding a
          poll and to vote on any amendment of a resolution put to the meeting
          for which it is given as the proxy thinks fit.

75.       A vote given in accordance with the terms of an instrument of
          proxy shall be valid notwithstanding the previous death of the
          principal or the revocation of the proxy or transfer of the share in
          respect of which the proxy is given provided that no intimation in
          writing of the death, revocation or transfer has been received at the
          Office or such other place as was specified for the deposit of proxies
          or by the chairman of the meeting before the vote is given.

76.       An instrument appointing a proxy may be in any usual or common
          form or in any other form which the Directors may approve and may be
          expressed to be valid for a particular meeting or generally until
          revoked.

77.       Any corporation which is a Member may, by resolution of its
          directors or other governing body, authorise such person as it thinks
          fit to act as its representative at any meeting or of any class of
          Members, and the person so authorised shall be entitled to exercise
          the same powers on behalf of the corporation which he represents as
          that corporation could exercise if it were an individual Member.

                                    Directors

78.       Unless otherwise determined by the Company in general meeting, the
          number of Directors shall not be less than the minimum required by the
          Ordinance nor more than six.

                                       37
<PAGE>

          The first Directors shall be determined in writing by the subscriber
          to the Memorandum of Association. A Director shall not be required to
          hold any shares in the Company by way of qualification.

79.       (A)       A Member entitled to appoint a person as a Director may
                    at any time and from time to time by notice in writing
                    signed by such Member delivered to the Office appoint and/or
                    remove or substitute such person as a Director. Any such
                    notice may be signed on behalf of a corporate Member by a
                    director thereof or by its duly authorised representative.
                    Any such notice may consist of several documents in the like
                    form, each signed by one or more persons. At such times as a
                    Member owns (i) at least 10% but less than 20% of the total
                    issued shares, such Member shall be entitled to appoint and
                    at any time remove or substitute one Director; (ii) at least
                    20% but not more than 40% of the total issued shares, such
                    Member shall be entitled to appoint and at any time remove
                    or substitute two Directors; (iii) more than 40% but less
                    than 60% of the total issued shares, such Member shall be
                    entitled to appoint and at any time remove or substitute
                    three Directors; (iv) at least 60% but not more than 80% of
                    the total issued shares, such Member shall be entitled to
                    appoint and at any time remove or substitute four Directors;
                    (v) more than 80% but not more than 90% of the total issued
                    shares, such Member shall be entitled to appoint and at any
                    time remove or substitute five Directors; and (vi) more than
                    90% of the total issued shares, such Member shall be
                    entitled to appoint and at any time remove or substitute six
                    Directors.

          (B)       Subject to the provisions of paragraph (A) above, the
                    Company in general meeting may by ordinary resolution
                    appoint any person to be a Director for such term as may be
                    resolved or remove any existing Director. Special notice is
                    required of a resolution to remove a Director or to appoint
                    somebody in place of a Director so removed at the meeting at
                    which he is removed in accordance with the Ordinance.

          (C)       Subject to the provisions of paragraph (A) above, the
                    Directors may appoint any person to be a Director as an
                    additional Director or to fill a casual vacancy provided
                    that any person so appointed shall hold office only until
                    the conclusion of the next following annual general meeting
                    and shall then be eligible for re-election.

          (D)       Any appointment of a Director pursuant to this Article
                    shall be ineffective if such appointment would have the
                    result that the number of Directors exceeds the number fixed
                    in accordance with Article 78.

80.       The Directors shall be entitled to receive by way of remuneration
          for their services such sum as shall from time to time be determined
          by all the Members, such sum (unless otherwise unanimously directed by
          the Members) to be divided amongst the Directors in such proportions
          and in such manner as the Directors may agree or, failing agreement,
          equally, except that if any Director holding office for less than the
          whole of the relevant period in respect of which the remuneration is
          paid shall only rank in such division in proportion to the time during
          such period for which he has held office.

                                       38
<PAGE>


81.       Any Director who holds any executive office or who serves on any
          committee, or who otherwise performs services which in the opinion of
          the Directors are outside the scope of the ordinary duties of a
          Director, may be paid such extra remuneration by way of salary,
          commission or otherwise as the Directors may determine.

82.       The Directors may repay to any Director all such reasonable
          expenses as he may incur in attending and returning from meetings of
          the Directors or of any committee of the Directors or general meetings
          or otherwise in or about the business of the Company.

83.       The office of a Director shall be vacated if the Director:

          (a)       becomes bankrupt or has a receiving order made against
                    him or suspends payment or makes any arrangement or
                    composition with his creditors generally;

          (b)       becomes a lunatic or of unsound mind or a patient for
                    any purpose of any statute relating to mental health and the
                    Directors resolve that his office be vacated;

          (c)       (not being a Director appointed to an office in the
                    management or business of the Company under Article 88(A)
                    whose contract precludes resignation) resigns his office by
                    notice in writing to the Company;

          (d)       is convicted of an indictable offence;

          (e)       has his office vacated or becomes prohibited from being
                    a Director under any of the provisions of the Ordinance or
                    any order made under the Ordinance;

          (f)       absents himself from the meetings of the Directors
                    during a continuous period of 6 months, without special
                    leave for absence from the Directors and his alternate
                    Director (if any) shall not during such period have attended
                    in his stead and the Directors pass a resolution that his
                    office be vacated by reason of such absence; or

          (g)       shall be removed from office by a Member or the Members
                    in accordance with Article 79(A) or (B).

84.       The Company shall keep a register in which there shall be entered
          the particulars required by the Ordinance in respect of the Directors,
          the Secretary and reserve Director, and shall from time to time notify
          the Registrar of Companies of any change that takes place in such
          particulars as required by the Ordinance.

                         Powers and Duties of Directors

85.       The business of the Company shall be managed by the Directors who,
          without limiting the generality of the foregoing, may pay all expenses
          incurred in setting up and registering the Company and may exercise
          all such powers of the Company as are not required, by the Ordinance
          or by the Articles, to be exercised by the Company in general meeting
          subject, nevertheless, to such regulations as may be prescribed by the
          Company in general meeting being not inconsistent with any of the
          Articles or the provisions of the Ordinance; but no regulation made by
          the Company in general meeting shall invalidate any prior act of the
          Directors which would have been valid if that regulation had not been
          made.

                                       39
<PAGE>


          The general powers given by this Article shall not be limited or
          restricted by any special authority or power given to the Directors by
          any other Article. A meeting of the Directors at which a quorum is
          present may exercise all powers exercisable by the Directors.

86.       The Directors may establish and maintain or procure the
          establishment and maintenance of any contributory or non-contributory
          pension or superannuation funds or death or disability benefits for
          the benefit of, or give or procure the giving of donations,
          gratuities, pensions, allowances or emoluments to, any persons who are
          or were at any time in the employment or service of the Company or of
          any company which is a subsidiary of the Company or is allied or
          associated with the Company or with any such subsidiary company or who
          are or were at any time Directors or officers of the Company or of any
          such other company as aforesaid and holding or who have held any
          salaried employment or office in the Company or such other company and
          the wives, widows, families and dependants of any such persons. The
          Directors may also establish and subsidise or subscribe to any
          institutions, associations, clubs or funds calculated to be for the
          benefit of or to advance the interests and well-being of the Company
          or of any such other company as aforesaid or of any such persons as
          aforesaid and may make payments for or towards the insurance of any
          such persons as aforesaid and subscribe or guarantee money for
          charitable or benevolent objects or for any exhibition or for any
          public, general or useful object. The Directors may do all or any of
          the matters aforesaid, either alone or in conjunction with any such
          other company as aforesaid. Any Director holding any such employment
          or office shall be entitled to participate in and retain for his own
          benefit any such donation, gratuity, pension, allowance or emolument.

87.       The Directors may from time to time and at any time by power of
          attorney or otherwise appoint any company, firm or person or any
          fluctuating body of persons, whether nominated directly by the
          Directors, to be the attorney or attorneys of the Company for such
          purposes and with such powers, authorities and discretions (not
          exceeding those vested in or exercisable by the Directors under the
          Articles) and for such period and subject to such conditions as they
          may think fit, and any such power of attorney may contain such
          provisions for the protection and convenience of persons dealing with
          any such attorney as the Directors may think fit, and may also
          authorise any such attorney to sub-delegate all or any of the powers,
          authorities and discretions vested in him.

88.       (A)       The Directors may from time to time appoint one or more
                    of their body to the office of managing director or joint
                    managing director on such terms and for such period as they
                    may determine and, without prejudice to the terms of any
                    contract entered into in any particular case, may at any
                    time revoke any such appointment. Such appointment shall
                    automatically determine if the holder ceases to be a
                    Director but without prejudice to any claim for damages for
                    breach of any contract of service between him and the
                    Company.

          (B)       The Directors may entrust to and confer upon a managing
                    director or joint managing director any of the powers
                    exercisable by them as Directors upon such terms and
                    conditions and with such restrictions as they think fit, and
                    either collaterally with or to the exclusion of their own
                    powers and may from time to time revoke, withdraw, alter or
                    vary all or any of such powers.

                                       40
<PAGE>


                    The managing director or joint managing directors shall
                    receive such remuneration (either by way of salary,
                    commission, participation in profits, or otherwise
                    howsoever) as the Directors may determine.

89.       The Directors shall cause minutes to be duly entered in books
          provided for the purpose:

          (a)       of all appointments of officers made by the Directors;

          (b)       of the names of the Directors present at each meeting of
                    the Directors and of any committee of Directors;

          (c)       of all declarations made or notices given by any
                    Director (either generally or specially) of his interest in
                    any contract or proposed contract or of his holding of any
                    office or property whereby any conflict of duty or interest
                    may arise; and

          (d)       of all resolutions, written records and proceedings of
                    general meetings of the Company and of meetings of the
                    Directors and any committee of Directors;

          and any such minutes of any general meeting of the Company or any
          meeting of the Directors or of any committee of Directors shall be
          signed by the chairman of such meeting or by the chairman of the next
          succeeding meeting and if so signed shall be receivable as prima facie
          evidence of the matters stated therein.

                                Borrowing Powers
                                ----------------

90.       The Directors may exercise all powers of the Company to borrow
          money, to give guarantees and to mortgage or charge the undertaking,
          property and uncalled capital of the Company and to issue debentures
          and other securities, whether outright or as collateral security for
          any debt, liability or obligation of the Company or of any third
          party.

                              Directors' Interests
                              --------------------

91.       (A)       A Director may be or become a director or other officer
                    of, or otherwise interested in, any company promoted by the
                    Company or in which the Company may be interested as vendor,
                    shareholder or otherwise and, subject to the Ordinance, no
                    such Director shall be accountable to the Company for any
                    remuneration or benefits received by him as a director or
                    officer of, or from his interest in, such other company
                    unless the Company otherwise directs. The Directors may
                    exercise the voting powers conferred by the shares in any
                    other company held or owned by the Company or exercisable by
                    them as directors of such other company in such manner in
                    all respects as they think fit (including the exercise
                    thereof in favour of any resolution appointing themselves or
                    any of them as directors or other officers of such company)
                    and any Director may vote in favour of the exercise of such
                    voting rights in the manner aforesaid notwithstanding that
                    he may be, or about to be, appointed a director or other
                    officer of such a company and that as such he is or may
                    become interested in the exercise of such voting rights in
                    the manner aforesaid.

                                       41
<PAGE>


          (B)       A Director may hold other office or place of profit
                    under the Company (other than the office of auditor) in
                    conjunction with his office of Director for such period and
                    on such terms as to remuneration (whether by way of salary,
                    commission, participation in profits or otherwise) as the
                    Directors may determine and no Director or intending
                    Director shall be disqualified by his office from
                    contracting with the Company either with regard to his
                    tenure of any such office or place of profit or as vendor,
                    purchaser or otherwise nor shall any such contract or any
                    contract or arrangement entered into by or on behalf of the
                    Company in which any Director is in any way interested
                    (whether or not such contract or arrangement is with any
                    person, company or partnership of or in which any Director
                    shall be a member) be liable to be avoided on that account
                    nor shall any Director so contracting or being so interested
                    be liable to account to the Company for any profit realised
                    by any such contract or arrangement by reason of such
                    Director holding that office or of the fiduciary
                    relationship thereby established provided that such Director
                    shall forthwith disclose the nature of his interest in any
                    contract or arrangement in which he is interested as
                    required by and subject to the provisions of the Ordinance
                    and the Articles. A Director may vote in respect of any
                    resolution concerning his own appointment as the holder of
                    any office or place of profit with the Company (including
                    the arrangement or variation of the terms thereof or the
                    termination thereof).

          (C)       A Director who is in any way, whether directly or
                    indirectly, materially interested in a contract, arrangement
                    or transaction or proposed contract, arrangement or
                    transaction with the Company and which is of significance in
                    relation to the Company's business shall declare the nature
                    of his interest at the earliest meeting of the Directors at
                    which it is practicable for him to do so, in accordance with
                    the Ordinance. A general notice to the Directors by a
                    Director stating that, by reason of facts specified in the
                    notice, he is to be regarded as interested in contracts,
                    arrangements or transactions or proposed contracts,
                    arrangements or transactions of any description which may
                    subsequently be made or contemplated by the Company shall be
                    deemed for the purposes of this Article to be a sufficient
                    declaration of his interest, so far as attributable to those
                    facts, in relation to any contract, arrangement or
                    transaction or proposed contract, arrangement or transaction
                    of that description which may subsequently be made or
                    contemplated by the Company, but no such general notice
                    shall have effect in relation to any contract, arrangement
                    or transaction or proposed contract, arrangement or
                    transaction unless it is given before the date on which the
                    question of entering into the same is first taken into
                    consideration on behalf of the Company.

          (D)       Provided such disclosure is made as aforesaid, a
                    Director shall be entitled to vote in respect of any
                    contract or arrangement in which he is interested and to be
                    counted in the quorum present at the meeting at which such
                    contract or arrangement is considered.

          (E)       If any question shall arise at any meeting as to the
                    materiality of a Director's interest or the significance of
                    a contract, arrangement or transaction or proposed contract,
                    arrangement or transaction or as to the entitlement of any
                    Director to vote or form part of a quorum and such question
                    is not resolved by his voluntarily agreeing to abstain from
                    voting, such question shall be referred to the chairman of

                                       42
<PAGE>

                    the meeting and his ruling in relation to any Director
                    (other than himself) shall be final and conclusive except in
                    a case where the nature or extent of the interests of the
                    Director concerned as known to such Director have not been
                    fairly disclosed.

          (F)       The Company may by Ordinary Resolution suspend or relax
                    the provisions of this Article to any extent or ratify any
                    transaction not duly authorised by reason of a contravention
                    of this Article.

          (G)       Any Director may act by himself or his firm in a
                    professional capacity for the Company, and he or his firm
                    shall be entitled to remuneration for professional services
                    as if he were not a Director provided that nothing herein
                    contained shall authorise a Director or his firm to act as
                    auditor to the Company.

          (H)       (1)  Subject to the provisions of Article 91(H)(2), in
                         case the Company has only one Member and the Company
                         enters into a contract with that Member and that Member
                         is also a Director of the Company, unless the contract
                         is in writing, the terms of the contract shall be set
                         out in a written memorandum within 7 days after the
                         contract is made and the memorandum shall be kept at
                         the same place where the books containing the minutes
                         of the meetings of the Directors are kept.

                    (2)  Article 91(H)(1) does not apply to contracts entered
                         into in the ordinary course of the Company's business.

                            Proceedings of Directors

92.       The Directors may meet together for the dispatch of business,
          adjourn, and otherwise regulate their meetings as they think fit. At
          any time any Director may, and the Secretary on requisition of any
          Director shall, summon a meeting of Directors. Any Director may waive
          notice of any meeting and any such waiver may be given prospectively
          or retrospectively. Subject to Article 93(A) and Article 102,
          questions arising at any meeting shall be decided by resolution passed
          by a simple majority of votes and in the event, of an equality of
          votes the Chairman shall not have a second or casting vote.

93.       (A)       A resolution in writing signed by all the Directors for
                    the time being shall be as valid and effectual as if it had
                    been passed at a meeting of the Directors duly convened and
                    held. Any such resolution may consist of several documents
                    in like form each signed by one or more of the Directors.

          (B)       (1)  In case the Company has only one Director and that
                         Director takes any decision that may be taken in a
                         meeting of the Directors and that has effect as if
                         agreed in a meeting of the Directors, he shall (unless
                         that decision is taken by way of a resolution in
                         writing) provide the Company with a written record of
                         that decision within 7 days after the decision is made
                         in accordance with the Ordinance provided that failure
                         by the Director to provide the written record shall not
                         affect the validity of any decision concerned.

                                       43
<PAGE>


                    (2)  Where the Director provides the Company with a written
                         record of a decision, that record shall be sufficient
                         evidence of the decision having been taken by the
                         Director.

                    (3)  The Company shall cause a record of all written records
                         provided to the Company to be entered into a book kept
                         for that purpose in the same way as minutes of
                         proceedings of a meeting of the Directors.

94.       Meetings of the Directors may be held by means of conference
          telephone, video conference or by such lawful electronic means and in
          such manner as may be agreed by the Directors. All the provisions in
          these Articles as to Directors' meetings shall, mutatis mutandis, be
          applicable.

95.       No meeting of the Directors may proceed to business nor transact
          any business unless a quorum is present at the start and throughout
          such meeting. The quorum of a Directors' meeting shall be one Director
          appointed by BRC and two Directors appointed by Geron, present in
          person or represented by an alternate. In the event that a quorum of
          the Directors is not so present at the start of and throughout a duly
          convened meeting of Directors, that meeting shall be adjourned to the
          same time and place on the same day in the next week or as otherwise
          agreed by a simple majority of the Directors and a quorum at such
          adjourned meeting shall consist of any three Directors present in
          person or represented by an alternate. Any Director who ceases to be a
          Director at a Directors' meeting may continue to be present and to act
          as a Director and be counted in the quorum until the termination of
          the Directors' meeting if no other Director objects and if otherwise a
          quorum of Directors would not be present.

96.       The continuing Directors may act notwithstanding any vacancy in
          their body, but, if and so long as their number is reduced below the
          number fixed by or pursuant to the Articles as the necessary quorum of
          Directors, the continuing Directors may act for the purpose of
          increasing the number of Directors to that number, or of summoning a
          general meeting of the Company, but for no other purpose.

97.       The Chairman shall at all times be a Director appointed by the
          Member holding more than 50% of the total issued shares or if no
          Member holds more than 50% of the total issued Shares, then determined
          by ordinary resolution of the Members. In the case of an equality of
          votes at any meeting of the Board or of the Members, the Chairman
          shall not be entitled to a second or casting vote. If at any meeting
          the Chairman is not present within 10 minutes after the time appointed
          for holding the same, the Directors present may choose one of their
          number to be chairman of the meeting.

98.       The Directors may delegate any of their powers to committees
          consisting of such member or members of their body as they think fit;
          any committee so formed shall in the exercise of the powers so
          delegated conform to any regulations that may be imposed on it by the
          Directors.

99.       A committee may elect a chairman of its meetings; if no such
          chairman is elected, or if at any meeting the chairman is not present
          within 10 minutes after the time appointed for holding the same, the
          members present may choose one of their number to be chairman of the
          meeting.

                                       44
<PAGE>


100.      (A)       All acts done by any such committee in conformity with
                    such regulations and in fulfilment of the purposes for which
                    it is appointed, but not otherwise, shall have the like
                    force and effect as if done by the Directors and the
                    Directors shall have power, with the consent of the Company
                    in general meeting, to remunerate the members of any special
                    committee and charge such remuneration to the current
                    expenses of the Company.

          (B)       The meetings and proceedings of any such committee
                    consisting of two or more members shall be governed by the
                    provisions herein contained for regulating the meetings and
                    proceedings of the Directors including Articles 92 to 94 so
                    far as the same are applicable thereto and are not replaced
                    by any regulations imposed by the Directors pursuant to
                    Article 98.

101.      All acts bona fide done by any meeting of the Directors or of a
          committee of Directors or by any person acting as a Director shall,
          notwithstanding that it be afterwards discovered that there was some
          defect in the appointment of any such Director or person acting as
          aforesaid or that they or any of them were or was disqualified, be as
          valid as if every such person had been duly appointed and was
          qualified to be a Director or member of such committee.

      Prior Approval Required for Certain Actions of Directors and Members

102.      (A)       Subject to any agreement in writing between the Members,
                    the Company and/or the Directors shall not, without the
                    prior written approval of each of the Members:

                    (1)  repurchase any of its own shares or effect any
                         reduction of share capital or enter into any scheme of
                         arrangement in respect of its share capital;

                    (2)  permit the registration of any person as a shareholder
                         whether by way of subscription or transfer if such
                         subscription or transfer is restricted by or not in
                         compliance with any agreement in writing between the
                         Members;

                    (3)  vary any of the rights attaching to any Shares;

                    (4)  create or, where appropriate, issue any fixed or
                         floating charge, debenture, lien (other than a lien
                         arising by operation of law or in the ordinary course
                         of business) or other mortgage, encumbrance or security
                         over the whole or any part of the undertaking,
                         business, property or assets (tangible or intangible)
                         of the Company, except for the purpose of securing the
                         indebtedness of the Company for sums borrowed in the
                         ordinary and proper course of the business of the
                         Company;

                    (5)  give any guarantee, indemnity or security to secure the
                         liabilities or obligations of any person (other than
                         the Company);

                    (6)  make any material change in the nature of the business
                         of the Company as approved by the Members;

                                       45
<PAGE>


                    (7)  enter into, vary or terminate any of the agreements
                         between the Company and any of the Members or any of
                         the Associated Companies of any Member relating to the
                         licensing of intellectual property rights or the
                         provision to the Company of services (other than in
                         accordance with its terms); or

                    (8)  establish, cancel, or vary the terms of any share
                         option or share incentive scheme.

          (B)       The approval of a Member under Article 102(A) shall not
                    be required if that Member ceases to be the legal and
                    beneficial owner of at least 15% of the total issued share
                    capital from time to time.

          (C)       No provision of these Articles shall restrict any Member
                    from procuring (or require such Member to obtain the consent
                    of each of the other Members for) the winding up of the
                    Company in any manner permitted by law, provided that, for
                    the avoidance of doubt, the foregoing shall not restrict,
                    limit or reduce in any manner any of the obligations of any
                    Member that apply upon and following the winding up of the
                    Company under applicable law or any agreement between the
                    Members.

                               Alternate Directors

103.      (A)       A Director may at any time by notice in writing
                    delivered to the Office or at a meeting of the Directors
                    appoint any person (including another Director) to be an
                    alternate Director in his place. Any person so appointed
                    under this Article shall (except when absent from Hong Kong)
                    be entitled to receive notices of and to attend and vote at
                    meetings of the Directors and be counted towards a quorum
                    and generally at such meetings to perform all the functions
                    of his appointor as a Director and shall automatically
                    vacate his office on the expiration of the term for or the
                    happening of the event until which he is by the terms of his
                    appointment to hold office or which, were he a Director,
                    would cause him to vacate such office or if the appointor in
                    writing revokes the appointment or himself ceases for any
                    reason to hold office as a Director. An appointment of an
                    alternate Director under this Article shall not prejudice
                    the right of the appointor to receive notices of and to
                    attend and vote at meetings of the Directors and the powers
                    of the alternate Director shall automatically be suspended
                    during such time as the Director appointing him is himself
                    present in person at a meeting of the Directors.

          (B)       An alternate Director shall (subject to his giving to
                    the Company an address at which notices may be served on
                    him) be entitled (in addition to his appointor) to receive
                    and (in lieu of his appointor) to waive notices of meetings
                    of the Directors and of any committee of the Directors of
                    which his appointor is a member and shall be entitled to
                    attend and vote as a Director and be counted in the quorum
                    at any such meeting at which his appointor is not personally
                    present and generally at such meeting to perform all
                    functions of his appointor as a Director and for the
                    purposes of the proceedings at such meeting the provisions
                    of these Articles shall apply as if he (instead of his
                    appointor) were a Director.

                                       46
<PAGE>


                    If he shall be himself a Director and shall attend any such
                    meeting as an alternate for more than one Director, he shall
                    be counted in the quorum separately in respect of himself
                    (if a Director) and in respect of each Director for whom he
                    is an alternate (but so that nothing in this provision shall
                    enable a meeting to be constituted when only one person is
                    physically present) and his voting rights shall be
                    cumulative and he need not use all his votes or cast all the
                    votes he uses in the same way. His signature to any
                    resolution in writing of the Directors or of any such
                    committee and his attestation of the affixing of the Seal
                    shall be as effective as the signature and attestation of
                    his appointor. An alternate Director shall not (save as
                    aforesaid) have power to act as a Director nor shall he be
                    deemed to be a Director for the purposes of these Articles.

          (C)       An alternate Director shall be entitled to contract and
                    be interested in and benefit from contracts or arrangements
                    or transactions and to be repaid expenses and to be
                    indemnified to the same extent mutatis mutandis as if he
                    were a Director but he shall not be entitled to receive from
                    the Company in respect of his appointment as alternate
                    Director any remuneration except only such part (if any) of
                    the remuneration otherwise payable to his appointor as such
                    appointor may by notice in writing to the Company from time
                    to time direct.

          (D)       Section 153B(1) of the Ordinance shall not apply to an
                    alternate Director appointed pursuant to these Articles.

                                Reserve Director
                                ----------------

104.      (A)       In case the Company has only one Member and that Member
                    is the sole Director of the Company, subject to the
                    Ordinance, the Company may in general meeting,
                    notwithstanding anything in these Articles, nominate a
                    person (other than a body corporate) who has attained the
                    age of 18 years as a reserve Director of the Company to act
                    in the place of the sole Director in the event of his death.

          (B)       The nomination of a person as a reserve Director of the
                    Company ceases to be valid if:

                    (a)  before the death of the Director in respect of whom he
                         was nominated,

                         (i)  he resigns as reserve Director; or

                        (ii)  the Company in general meeting revokes the
                              nomination; or

                    (b)  the Director in respect of whom he was nominated ceases
                         to be the sole Member and sole Director of the Company
                         for any reason other than the death of that Director.

          (C)       Subject to compliance with the conditions set out in
                    Article 104(D), in the event of the death of the Director in
                    respect of whom the reserve Director is nominated, the
                    reserve Director shall be deemed to be a Director of the
                    Company for all purposes until such time as:

                    (a)  a person is appointed as a Director of the Company in
                         accordance with these Articles; or

                                       47
<PAGE>


                    (b)  he resigns from his office of Director,

                    whichever is the earlier.

          (D)       The conditions referred to in Article 104(C) are:

                    (a)  the nomination of the reserve Director has not ceased
                         to be valid under Article 104(B); and

                    (b)  the reserve Director is not prohibited by law from
                         acting as a Director of the Company.

          (E)       The provisions in these Articles relating to the
                    resignation of Directors apply to a reserve Director
                    appointed under this Article.

                                    Secretary
                                    ---------

105.      (A)       The Secretary shall be appointed by the Directors for
                    such term, at such remuneration and upon such conditions as
                    they may think fit and any Secretary so appointed may be
                    removed by them. Anything by the Ordinance or the Articles
                    required or authorised to be done by or to the Secretary,
                    may be done by or to any assistant or deputy secretary or if
                    there is no assistant or deputy secretary capable of acting,
                    by or to any officer of the Company authorised generally or
                    specially in that behalf by the Directors. In the event that
                    the Secretary appointed is a corporation, it may act and
                    sign by the hand of any one or more of its Directors or
                    officers duly authorised.

          (B)       The Secretary shall, if an individual, ordinarily reside
                    in Hong Kong and, if a body corporate, have its registered
                    office or a place of business in Hong Kong. In case the
                    Company has only one Director, the sole Director shall not
                    also be the Secretary of the Company and the Company shall
                    not have as its Secretary a body corporate the sole Director
                    of which is the sole Director of the Company.

          (C)       A provision of the Ordinance or the Articles requiring
                    or authorising a thing to be done by or to a Director and
                    the Secretary shall not be satisfied by its being done by or
                    to the same person acting both as Director and as, or in
                    place of, the Secretary.

                                     Cheques

106.      All cheques, promissory notes, drafts, bills of exchange, and
          other negotiable or transferable instruments, and all receipts for
          moneys paid to the Company, shall be signed, drawn, accepted, endorsed
          or otherwise executed, as the case may be, in such manner as the
          Directors shall from time to time by resolution determine.

                                    The Seal

107.      The Directors shall provide for safe custody of the Seal which
          shall only be used with the authority of the Directors or of a
          committee authorised by the Directors in that behalf; and every

                                       48
<PAGE>

          instrument to which the Seal shall be affixed shall be signed by one
          Director or the Secretary or by some other person appointed by the
          Directors for the purpose.

108.      The Company may exercise the powers conferred by the Ordinance
          with regard to having an official seal for use outside Hong Kong and
          such powers shall be vested in the Directors.

                             Dividends and Reserves

109.      The Company in general meeting may declare dividends, but no
          dividend shall exceed the amount recommended by the Directors.

110.      The Directors may from time to time pay to the Members such
          interim dividends as appear to the Directors to be justified by the
          profits of the Company.

111.      No dividend shall be paid otherwise than out of profits available
          for the purpose and in accordance with the Ordinance.

112.      The Company may upon the recommendation of the Directors by
          ordinary resolution direct payment of a dividend in whole or in part
          by the distribution of specific assets (and in particular of paid up
          shares or debentures of any other company) and the Directors shall
          give effect to such resolution, and where any difficulty arises in
          regard to such distribution, the Directors may settle the same as they
          think expedient and fix the value for distribution of such specific
          assets or any part thereof and may determine that cash payments shall
          be made to any Member upon the footing of the value so fixed in order
          to adjust the rights of all parties and may vest any such specific
          assets in trustees as may seem expedient to the Directors.

113.      Subject to the rights of persons, if any, entitled to shares with
          special rights as to dividends, all dividends shall be declared and
          paid according to the amounts paid or credited as paid on the shares
          in respect whereof the dividend is paid, but no amount paid on a share
          in advance of calls shall be treated for the purposes of this Article
          as paid on the share. All dividends shall be apportioned and paid
          proportionately to the amounts paid or credited as paid on the shares
          during any portion or portions of the period in respect of which the
          dividend is paid; but if any share is issued on terms providing that
          it shall rank for dividend as from a particular date such share shall
          rank for dividend accordingly. The Directors may deduct from any
          dividend payable to any Member all sums of money (if any) presently
          payable by him to the Company on account of calls or otherwise in
          relation to the shares of the Company.

114.      The Directors may, before recommending any dividend, set aside
          out of the profits of the Company such sums as they think proper as a
          reserve or reserves which shall, at the discretion of the Directors,
          be applicable for meeting contingencies, or for equalizing dividends,
          or for any other purpose to which the profits of the Company may be
          properly applied, and pending such application may, at the like
          discretion, either be employed in the business of the Company or be
          invested in such investments (other than shares of the Company) as the
          Directors may from time to time think fit and the Directors may also
          without placing the same to reserve carry forward any profits.

                                       49
<PAGE>


115.      If several persons are registered as joint holders of any share,
          any one of them may give an effectual receipt for any dividend or
          other moneys payable on or in respect of the share.

116.      Any dividend may be paid by cheque or warrant sent through the
          post to the registered address of the Member or person entitled
          thereto or in the case of joint holders to any one of such joint
          holders at his registered address or to such person at such address as
          the Member or person entitled or such joint holders (as the case may
          be) may direct. Every such cheque or warrant shall be made payable to
          the order of the person to whom it is sent or to the order of such
          other person as the Member or person entitled or such joint holders
          (as the case may be) may direct.

117.      No dividend shall bear interest against the Company.

118.      The Directors may, with the sanction of a resolution of the
          Company, capitalise any sum standing to the credit of any of the
          Company's reserve accounts (including share premium account and
          capital redemption reserve fund) or any sum standing to the credit of
          any profit and loss account or otherwise available for distribution by
          appropriating such sum to the holders of shares in the proportions in
          which such sum would have been divisible amongst them had the same
          been a distribution of profits by way of dividend and applying such
          sum on their behalf in or towards paying up any amount for the time
          being unpaid on any shares held by them respectively or in paying up
          in full unissued shares (or, subject to any special rights previously
          conferred on any shares or class of shares for the time being issued,
          unissued shares of any other class not being redeemable shares) for
          allotment and distribution credited as fully paid up to and amongst
          them in the proportion aforesaid, or partly in the one way and partly
          in the other. Notwithstanding the foregoing, the share premium account
          and a capital redemption reserve fund may, for the purposes of this
          Article, only be applied in the paying up of unissued shares to be
          allotted to Members as fully paid bonus shares. The Directors may do
          all acts and things considered necessary or expedient to give effect
          to any such capitalisation, with full power to the Directors to make
          such provisions as they think fit for the case of shares becoming
          distributable in fractions (including provisions whereby the benefit
          of fractional entitlements accrue to the Company rather than to the
          Members concerned). The Directors may authorise any person to enter on
          behalf of all the Members interested into an agreement with the
          Company providing for any such capitalisation and matters incidental
          thereto and any agreement made under such authority shall be effective
          and binding on all concerned.

119.      The payment by the Directors of any unclaimed dividend or other
          moneys payable on or in respect of a share into a separate account
          shall not constitute the Company a trustee in respect thereof and any
          dividend unclaimed after a period of 12 years from the date of
          declaration of such dividend shall be forfeited and shall revert to
          the Company.

                                  Record Dates

120.      Notwithstanding any other provision of these Articles the Company
          or the Directors may fix any date as the record date for any dividend,
          distribution, allotment or issue and such record date may be on or at
          any time before or after any date on which such dividend,
          distribution, allotment or issue is declared, paid or made.

                                       50
<PAGE>


                                    Accounts

121.      The Directors shall cause proper books of account to be kept with
          respect to:

          (a)       all sums of money received and expended by the Company
                    and the matters in respect of which the receipt and
                    expenditure takes place;

          (b)       all sales and purchases of goods by the Company; and

          (c)       the assets and liabilities of the Company.

          Proper books shall not be deemed to be kept if there are not kept such
          books of account as are necessary to give a true and fair view of the
          state of the Company's affairs and to explain its transactions.

122.      The books of account shall be kept at the Office or, subject to
          the Ordinance, at such other place or places as the Directors think
          fit, and shall always be open to the inspection of any Director.

123.      The Directors shall from time to time determine whether and to
          what extent and at what times and places and under what conditions or
          regulations the accounts and books of the Company or any of them shall
          be open to the inspection of Members not being Directors, and no
          Member (not being a Director) shall have any right of inspecting any
          account or book or document of the Company except as conferred by
          statute or authorised by the Directors or by the Company in general
          meeting.

124.      The Directors shall from time to time, in accordance with
          sections 122, 124 and 129D of the Ordinance, cause to be prepared and
          to be laid before the Company in general meeting such profit and loss
          accounts, balance sheets, group accounts (if any) and reports as are
          referred to in those sections.

125.      Subject to section 129G of the Ordinance, a copy of every balance
          sheet (including every document required by law to be annexed thereto)
          which is to be laid before the Company in general meeting, together
          with a copy of the Directors' report and a copy of the auditors'
          report, shall not less than 21 days before the date of the meeting be
          sent to every Member, and every holder of debentures of the Company
          and to all persons other than Members or holders of debentures of the
          Company, being persons entitled to receive notices of general meetings
          of the Company provided that this Article shall not require a copy of
          those documents to be sent to any person of whose address the Company
          is not aware or to more than one of the joint holders of any shares or
          debentures.

                                Branch Registers

126.      The Company may exercise the powers conferred by the Ordinance
          and may cause to be kept in any place outside Hong Kong a branch
          register of Members. The Board of Directors may, subject to the
          Ordinance, make or vary from time to time such provisions as it thinks
          fit respecting the keeping of any such branch register and the
          transfer of shares to, on or from any such branch register and shall
          comply with the requirements of any local law.

                                       51
<PAGE>


                                      Audit

127.      Auditors shall be appointed and their duties regulated in
          accordance with the Ordinance.

                                     Notices

128.      Any notice or other communication (except the appointment of a
          Secretary) between the Company, any Director or Member may be given
          personally or effected in writing or by any other means in the form of
          an electronic record at the recipient's postal or electronic address.
          A Member who (having no registered address in Hong Kong) has not
          supplied to the Company an address, cable, telex, or electronic
          address for the service of notices shall not be entitled to receive
          notices from the Company.

129.      Where a notice is sent:

          (a)       by post, service of the notice shall be deemed to be
                    effected by properly addressing, prepaying, and posting a
                    letter containing the notice, and to have been effected in
                    the case of a notice of a meeting sent to a Member at his
                    registered address in Hong Kong at the expiration of 48
                    hours after the letter containing the same is posted, and in
                    any other case at the time at which the letter would be
                    delivered in the ordinary course of post, provided always
                    that notices despatched to addresses outside Hong Kong shall
                    be sent by air mail; or

          (b)       by telex when despatched with confirmed answerback (in
                    the case of any notice made by telex); or

          (c)       by telegraph or cable, 24 hours after delivery to the
                    telegraph or cable company; or

          (d)       by facsimile or electronic means, on transmission
                    provided that the transmission records reveal that the
                    facsimile or electronic means has no error or break.

130.      A notice may be given by the Company to the joint holders of a
          share by giving the notice to the joint holder named first in the
          Register in respect of the share.

131.      A notice may be given by the Company to the persons entitled to a
          share in consequence of the death or bankruptcy of a Member by sending
          it to them, or by the title of representatives of the deceased, or
          trustee of the bankrupt, or by any like description, by the means set
          out in Articles 128 and 129, supplied for the purpose by the persons
          claiming to be so entitled, or by giving the notice in any manner in
          which the same might have been given if the death or bankruptcy had
          not occurred.

132.      Any person who, by operation of law, transfer or other means
          whatsoever, becomes entitled to any share shall be bound by every
          notice in respect of such share which, prior to his name and address
          being entered in the Register, shall have been duly given to the
          person from whom he derived his title to such share.

                                       52
<PAGE>


                            Destruction of Documents

133. The Company may destroy:

          (a)  any share certificate which has been cancelled at any time after
               the expiry of one year from the date of such cancellation;

          (b)  any dividend mandate or any variation or cancellation thereof or
               any notification of change of name or address at any time after
               the expiry of 2 years from the date of such mandate, variation,
               cancellation or notification was recorded by the Company;

          (c)  any instrument of transfer of shares which has been registered at
               any time after the expiry of six years from the date of
               registration; and

          (d)  any other document on the basis of which any entry in the
               Register is made at any time after the expiry of 6 years from the
               date an entry in the Register was first made in respect of it;
               and it shall conclusively be presumed in favour of the Company
               that every share certificate so destroyed was a valid certificate
               duly and properly cancelled and that every instrument of transfer
               so destroyed was a valid and effective instrument duly and
               properly registered and that every other document destroyed
               hereunder was a valid and effective document in accordance with
               the recorded particulars thereof in the books or records of the
               Company, provided always that:-

               (i)   the foregoing provisions of this Article shall apply only
                     to the destruction of a document in good faith and without
                     express notice to the Company that the preservation of such
                     document was relevant to a claim;

               (ii)  nothing contained in this Article shall be construed as
                     imposing upon the Company any liability in respect of the
                     destruction of any such document earlier than as aforesaid
                     or in any case where the conditions of proviso (a) above
                     are not fulfilled; and

               (iii) references in this Article to the destruction of any
                     document include references to its disposal in any manner.

                                   Winding Up

134. If the Company is wound up and the assets available for distribution
     amongst the Members as such are insufficient to repay the whole of the
     paid-up capital, such assets shall be distributed so that as nearly as may
     be the losses shall be borne by the Members in proportion to the capital
     paid up or which ought to have been paid up at the commencement of the
     winding up on the shares held by them respectively. If in a winding up the
     assets available for distribution among the Members are more than
     sufficient to repay the whole of the capital paid up at the commencement of
     the winding up, the excess shall be distributed amongst the Members in
     proportion to the nominal capital at the commencement of the winding up
     paid up by them respectively. This Article shall not add to or detract from
     the rights of the holders of shares issued upon special terms and
     conditions.

                                       53
<PAGE>


135. No fee or commission shall be paid by the Company to any Director or
     liquidator upon any sale or realisation of the Company's undertaking or
     assets or any part thereof except with the sanction of a general meeting
     convened by notice specifying the fee or commission proposed to be paid.

136. If the Company shall be wound up (whether voluntarily or otherwise) the
     liquidator may, with the sanction of a special resolution of the Company
     and any other sanction required by the Ordinance, divide amongst the
     Members in specie or kind the whole or any part of the assets of the
     Company (whether they shall consist of property of the same kind or not)
     and may, for such purpose, set such value as he deems fair upon any
     property to be divided as aforesaid and may determine how such division
     shall be carried out as between the Members or different classes of
     Members. The liquidator may, with the like sanction, vest the whole or any
     part of such assets in trustees upon such trusts for the benefit of the
     contributories as the liquidator, with the like sanction, shall think fit,
     but so that no Member shall be compelled to accept any shares or other
     securities whereon there is any liability.

                                    Indemnity

137. (A)  Subject to the provisions of and so far as may be permitted by the
          Ordinance, the Company may indemnify any officer of the Company
          against all costs, charges, losses, expenses and liabilities which he
          may sustain or incur in or about the execution and discharge of his
          duties or in relation thereto including any liability incurred by him:

          (a)  in defending any proceedings, whether civil or criminal, in which
               judgment is given in his favour or in which he is acquitted; or

          (b)  in connection with any application under section 358 of the
               Ordinance in which relief is granted to him by the court.

     (B)  The Company may purchase and maintain for any officer of the Company:

          (a)  insurance against any liability to the Company, a related company
               or any other party in respect of any negligence, default, breach
               of duty or breach of trust (save for fraud) of which he may be
               guilty in relation to the Company or a related company; and

          (b)  insurance against any liability incurred by him in defending any
               proceedings, whether civil or criminal, taken against him for any
               negligence, default, breach of duty or breach of trust (including
               fraud) of which he may be guilty in relation to the Company or a
               related company.

     (C)  Subject to section 165 of the Ordinance, if any Director and/or other
          person shall become personally liable for the payment of any sum
          primarily due from the Company, the Directors may execute or cause to
          be executed any mortgage, charge, or security over or affecting the
          whole or any part of the assets of the Company by way of indemnity to
          secure the Director and/or person so becoming liable as aforesaid from
          any loss in respect of such liability.

                                       54
<PAGE>


                                   Schedule 4
                                   ----------
                         Written Resolution of Directors
                         -------------------------------

                             TA THERAPEUTICS LIMITED
                             -----------------------

RESOLUTIONS IN WRITING OF ALL THE DIRECTORS OF THE COMPANY PURSUANT TO THE
ARTICLES OF ASSOCIATION OF THE COMPANY

--------------------------------------------------------------------------------


1.   Capital Structure
     -----------------


     Reference was made to the written resolution of all the members of the
     Company passed on 15th June 2007 relating to changes in the capital
     structure of the Company and the adoption of new Articles of Association of
     the Company ("Written Resolution of Members").

     Noted that immediately following the changes, the authorized share capital
     of the Company was US$* divided into * unclassified ordinary shares, all of
     US$1.00 each, and the issued share capital of the Company was US$* divided
     into * unclassified ordinary shares of US$1.00 each, of which:

     (a)  Biotechnology Research Corporation Limited was the holder of *
          unclassified ordinary shares of US$1.00 each of which:

          (i)  * ordinary shares numbered 1 to * were fully paid up; and

          (ii) 1 ordinary share numbered * (the "BRC Partly Paid Share") was
               paid up as to the nominal amount of US$1.00 and remained unpaid
               as to the premium payable on such share in the sum of US$*;

     (b)  Geron Corporation was the holder of * ordinary shares of US$1.00 each
          numbered * to * all of which were fully paid up.

2.   Register of Members
     -------------------

     RESOLVED that the changes in the capital structure of the Company specified
     in the Written Resolution of Members and the resulting re-designation of
     the shares registered in the names of each of the members and the amounts
     paid up and to be paid up on the Shares respectively held by each of the
     members be recorded in the register of members with immediate effect.

3.   Issue of Certificates
     ---------------------

     RESOLVED that upon delivery up by a member of the shares certificates in
     its name in respect of the shares held by it as previously designated as
     class A Shares or class B shares (as the case may be) or an indemnity under
     hand in respect thereof, the Company Secretary be and is authorised and
     directed to issue to such member the following replacement certificates,
     such certificates to be sealed under the common seal of the Company and
     signed by any one director of the Company:


-------------

*    Certain information on this page has been omitted and filed separately with
     the Commission. Confidential treatment has been requested with respect to
     the omitted portions.

                                       55
<PAGE>


Certificate No.           Name of Shareholder                No. of Shares
---------------           -------------------                -------------
     10                   Biotechnology Research             * fully paid
                          Corporation Limited                ordinary shares

     11                   Biotechnology Research             * fully paid
                          Corporation Limited                ordinary shares

     12                   Biotechnology Research             1 partly paid
                          Corporation Limited                ordinary share
                                                             (paid up as
                                                             to US$1)

     13                   Geron Corporation                  * fully paid
                                                             ordinary shares




Dated as of : 15th June 2007





/s/ Chu Ching-wu                                /s/ David L. Greenwood
-------------------------------                 --------------------------
Chu Ching-wu                                    David L. Greenwood


/s/ William Yiu                                 /s/ Thomas B. Okarma
-------------------------------                 -----------------------
Yiu Yan Pui, William                            Thomas B. Okarma


/s/ Lester Huang                                /s/ David J. Earp
-------------------------------                 ---------------------
Lester Garson Huang                             David J. Earp




-------------

*    Certain information on this page has been omitted and filed separately with
     the Commission. Confidential treatment has been requested with respect to
     the omitted portions.

                                       56
<PAGE>


                                   Schedule 5
                                   ----------
                    Second Written Resolution of Shareholders
                    -----------------------------------------


                             TA THERAPEUTICS LIMITED
                             -----------------------

RESOLUTION IN WRITING OF ALL THE SHAREHOLDERS OF THE COMPANY PURSUANT TO SECTION
116B OF THE COMPANIES ORDINANCE


--------------------------------------------------------------------------------



1. NOTED that:

         (a)      resolutions of members had previously been passed to
                  re-classify and re-designate all the existing shares in the
                  capital of the Company into unclassified ordinary shares of
                  US$1.00 each and to adopt new articles of association of the
                  Company; and

         (b)      a resolution of the directors of the Company had previously
                  been passed to approve amendments to the description of the
                  shares registered in the names of the members of the Company
                  in the register of members of the Company as unclassified
                  ordinary shares of US$1.00;

         (c)      pursuant to the resolutions of the directors of the Company
                  the amendments referred to in paragraph (b) above had been
                  made in the register of members and accordingly members
                  previously registered as the holders of class A shares of
                  US$1.00 each or class B shares of US$1.00 each were now
                  registered as the holders of unclassified ordinary shares of
                  US$1.00 each.

2. RESOLVED that the following resolution be passed as a Special Resolution:

         Special Resolution - Reduction of Capital
         -----------------------------------------

         "That the capital of the Company be reduced by reducing the liability
         in respect of the premium payable on the one partly paid share now
         registered in the name of Biotechnology Research Corporation Limited
         from US$* to US$*."



Dated as of                   2007.
            -----------------




------------------------------------            --------------------------------
For and on behalf of                            For and on behalf of
Biotechnology Research Corporation Limited      Geron Corporation



-------------

*    Certain information on this page has been omitted and filed separately with
     the Commission. Confidential treatment has been requested with respect to
     the omitted portions.

                                       57
<PAGE>

                                   Schedule 6
                         Form of Resignation of Director






To:      The Directors
TA Therapeutics Limited
14th Floor, Hutchison House, 10 Chater Road, Central Hong Kong



Dear Sirs

I hereby resign as a director of TA Therapeutics Limited (the "Company") with
effect from the close of business on the date of this letter and hereby confirm
that I have no claim outstanding against the Company, whether for compensation
or otherwise.

Dated: 15th June 2007



SIGNED SEALED AND DELIVERED          )
by Chu Ching-wu                      )     /s/ Chu Ching-wu
in the presence of:  Tony Eastham    )


Witness signature:         /s/ Tony Eastham

Witness name and
Address:          8 UK Tau Village
                  Pau Tam Road
                  Sai Kung, N.T.

                                       58
<PAGE>

                                   Schedule 7
                                   ----------
                     Second Written Resolution of Directors
                     --------------------------------------

                             TA THERAPEUTICS LIMITED
                             -----------------------

RESOLUTIONS IN WRITING OF ALL THE DIRECTORS OF THE COMPANY PURSUANT TO THE
ARTICLES OF ASSOCIATION OF THE COMPANY

--------------------------------------------------------------------------------



1.       Share Capital
         -------------

         Noted that pursuant to written resolutions of all the members and all
         the directors, the register of members had been amended to record that
         Biotechnology Research Corporation Limited ("BRC") was the holder of *
         ordinary shares of US$1.00 each of which (i) * shares were fully paid
         up; and (ii) 1 share (the "BRC Partly Paid Share") was paid up as to
         the nominal amount of US$1.00 and remained unpaid as to the premium
         payable thereon.

2.       Transfer of Shares
         ------------------

         NOTED that the Company had received duly executed bought and sold notes
         and instruments of transfer in the form attached to this resolution in
         respect of the transfer of * fully paid up ordinary shares of US$1.00
         each by BRC to Geron Corporation ("Geron") (the "Sale Shares").

         RESOLVED that:

         (a)      subject to the bought and sold notes and instruments of
                  transfer being duly stamped, the transfer of the Sale Shares
                  be and is approved and Geron be entered in the register of
                  members of the Company as the transferee of the Sale Shares;
                  and

         (b)      share certificate no. 10 in the name of Biotechnology Research
                  Corporation Limited be cancelled and a new share certificate
                  no. 14 be issued to Geron in respect of the Sale Shares upon
                  completion of the transfer, such certificate to be sealed
                  under the common seal of the Company and signed by any one
                  director of the Company.

3.       Agreements
         ----------

         There are annexed to these Resolutions the following documents:

         (a)      an Amended BRC Services Agreement to be made between BRC and
                  the Company by which BRC agrees to provide certain services to
                  the Company on such terms and conditions specified therein,
                  such agreement superceding the existing services agreement
                  between BRC and the Company; and

         (b)      an Amended and Restated Joint Venture Agreement to be made
                  between BRC, Geron and the Company providing for the manner in
                  which the Company is to be regulated;

-------------
*    Certain information on this page has been omitted and filed separately with
     the Commission. Confidential treatment has been requested with respect to
     the omitted portions.

                                       59
<PAGE>

         (c)      a Side Letter from the Company to BRC confirming that the
                  Company has not made a call in respect of the premium of US$*
                  on its partly paid share (formerly designated as a B Share).

         RESOLVED that the above agreements and letter be approved and that any
         director be authorized to sign the above agreements and letter and if
         necessary to affix the common seal of the Company thereto.

4.       Resignation and Appointment of Director
         ---------------------------------------

         NOTED that Mr. Chu Ching-wu had submitted his resignation with effect
         from the close of business on the date of this resolution.

         After the above changes, the full slate of the Directors of the Company
would be as follows:

        Name                          Representing
        ----                          ------------

        Lester Garston Huang          Biotechnology Research Corporation Limited
        Yan Pui Yiu, William          Biotechnology Research Corporation Limited
        Thomas Bernard Okarma         Geron Corporation
        David L. Greenwood            Geron Corporation
        David John Earp               Geron Corporation




Dated as of : 15th June 2007



  /s/ Chu Ching-wu                      /s/ David L. Greenwood
----------------------------------     ----------------------------------
Chu Ching-wu                          David L. Greenwood


  /s/ William Yiu                      /s/ Thomas B. Okarma
-------------------------------       ----------------------------------
Yiu Yan Pui, William                  Thomas B. Okarma


  /s/ Lester Huang                     /s/ David J. Earp
--------------------------------      ----------------------------------
Lester Garson Huang                   David J. Earp







-------------

*    Certain information on this page has been omitted and filed separately with
     the Commission. Confidential treatment has been requested with respect to
     the omitted portions.

                                       60
<PAGE>

                                   Schedule 8
                                   ----------
                  Amended and Restated Joint Venture Agreement
                  --------------------------------------------

See Exhibit 10.2.


                                       61
<PAGE>

                                   Schedule 9
                                   ----------
                         Amended BRC Services Agreement
                         ------------------------------


This Services Agreement (the "Agreement"), effective 15th June, 2007, is between
Biotechnology Research Corporation Limited, a Hong Kong corporation having a
place of business at The Hong Kong University of Science and Technology, Clear
Water Bay, Kowloon, Hong Kong ("BRC"), TA Therapeutics Limited, a Hong Kong
private limited company whose registered office is at 14th Floor, Hutchison
House, 10 Chater Road, Central, Hong Kong ("TAT") and Geron Corporation, a
company incorporated under the laws of the state of Delaware whose registered
office is at 230 Constitution Drive, Menlo Park, California 94025, United States
of America ("Geron").

RECITALS

WHEREAS, BRC and Geron have formed TAT to develop telomerase activation for
human therapeutic applications, pursuant to a Joint Venture Agreement dated 1
March, 2005 (the "Original Joint Venture Agreement") and BRC and TAT entered
into a Services Agreement dated 21 March 2005 ("Effective Date") for the
performance of certain services by BRC for TAT ("Original BRC Services
Agreement");

WHEREAS, BRC, Geron and TAT have entered into an Amended and Restated Joint
Venture Agreement dated 15th June, 2007, amending, restating and superceding the
Original Joint Venture Agreement (the "JV Agreement");

WHEREAS, under the JV Agreement BRC agrees to enter into this Agreement to
perform certain services for TAT and this Agreement supercedes the Original BRC
Services Agreement.

NOW, THEREFORE, the parties agree as follows:

                                    AGREEMENT

1.       Definitions and Effect of this Agreement.

1.1.     Definitions. Capitalized terms not defined in this Agreement shall have
         the meanings set forth in the JV Agreement. In addition, in this
         Agreement:

         "Relevant Person" means any person engaged at any time in the provision
         of Services, whether so engaged directly by BRC or indirectly by any
         other person, and includes without limitation (i) BRC, HKUST and RDC,
         (ii) any person who has Control of, is under the Control of or is under
         common Control with BRC, HKUST and/or RDC and (iii) each of the
         directors, officers, employees, consultants, third party contractors
         and agents from time to time of any such person or persons referred to
         in (i) or (ii) above;

         "RDC" means HKUST R and D Corporation Limited, a private limited
          company incorporated in Hong Kong;

                                       62
<PAGE>

         "Past Services" means any Services (as defined in the Original BRC
         Services Agreement) that have already been performed by BRC at the date
         of this Agreement; and

         "person" includes any individual, any form of body corporate,
         unincorporated association, firm, partnership, joint venture,
         consortium, association, organization or trust (in each case whether or
         not having a separate legal personality).

         1.2.  Effect of this Agreement. This Agreement supercedes the Original
         BRC Services Agreement, which shall be deemed to have terminated with
         effect from the date of this Agreement, except that:

                  (a) the termination of the Original BRC Services Agreement
         shall not affect the accrued rights and obligations of the parties to
         that agreement;

                  (b) to the extent that any Addendum (as defined in the
         Original BRC Services Agreement) has been issued under the Original BRC
         Services Agreement for the provision of services which remain
         outstanding and which the parties intend should be performed after the
         date of this Agreement, that Addendum shall be deemed to be an Addendum
         issued under this Agreement, the services to be provided by BRC as
         referred to in that Addendum shall be deemed to be Services as defined
         in and for the purposes of this Agreement, the performance of the
         obligations of the parties (including payment) in respect of such
         services under the Original BRC Services Agreement shall be deemed to
         be performance of such obligations under this Agreement and, subject as
         provided above, the provisions of Section 2, 3, 4 and 5 of this
         Agreement shall be deemed to apply to that Addendum and to the
         provision of those services despite the termination of the Original BRC
         Services Agreement.

         1.3.  Enforcement by Geron. Geron shall have no right to enforce any
         of the provisions of this Agreement unless and until the commencement
         of a winding up of TAT, whereupon Geron shall be entitled to enforce
         all provisions of this Agreement as are expressed to survive the
         termination of this Agreement.

2.       Services.
         ---------

         2.1.  Business Services. From time to time TAT and BRC may agree on
         certain business, administrative, management or professional services
         ("Business Services") that BRC will perform or cause to be performed
         for TAT. The scope, period of performance, expected cost, and other
         terms and conditions for such Business Services, as agreed upon by TAT
         and BRC, will be set forth in a Business Services Addendum to this
         Agreement, signed by BRC and TAT. The parties contemplate that a
         separate Business Services Addendum will typically be executed for each
         distinct category of Business Services.

         2.2.  Scientific Services. From time to time TAT and BRC may agree on
         certain scientific research and development work ("Scientific
         Services") that BRC will perform or cause to be performed for TAT. The
         scope, period of performance, expected cost, and other terms and
         conditions for such Scientific Services, as agreed upon by TAT and BRC,
         will be set forth in a Scientific Services Addendum to this Agreement,
         signed by BRC and TAT. The parties contemplate that a separate
         Scientific Services Addendum will typically be executed for each
         distinct research and development project.

                                       63
<PAGE>

         2.3.  Performance of Services. BRC will perform all Business Services
         and Scientific Services (collectively, "Services") in accordance with
         this Agreement and each applicable Business Services Addendum or
         Scientific Services Addendum (each an "Addendum" and collectively
         "Addenda"). BRC warrants that the Services shall be provided with
         reasonable skill and care and the same degree of care and diligence
         that BRC uses for similar activities on its own behalf and shall
         conform to standards generally observed in the biotechnology industry
         for similar services and shall be provided with reasonable skill and
         care. BRC will use commercially reasonable efforts to provide the
         Services in a timely manner.

         2.4.  Personnel. BRC will use qualified and experienced personnel
         with the necessary skills and expertise to perform all Services to be
         performed under this Agreement.

         2.5.  Third Party Contractors. BRC may engage qualified third-party
         contractors, consultants or service providers (including but not
         limited to HKUST and Affiliated Companies Controlled by HKUST) to
         perform, or assist BRC in performing, the Services, but only if and to
         the extent specifically authorized by the applicable Addendum. BRC
         will remain responsible for the due performance of the Services.

3.       Payment for Services.
         ---------------------

         3.1.  Direct Cost Reimbursement. In consideration for the Services,
         TAT will pay BRC the Direct Cost (as defined in Section 3.2 below) of
         the Services provided, up to the monetary limit specified in the
         applicable Addendum. BRC shall not exceed, and TAT shall have no
         obligation to pay any amounts in excess of any monetary limit stated in
         the applicable Addendum unless approved in writing in advance by TAT.

         3.2.  Definition of Direct Costs. The "Direct Cost" of Services shall
         mean the sum of the following:

                      (a) Salaries and wages of BRC's employees employed in the
                  performance of the Services. Labor charges will be based on
                  time sheets approved by the respective employee's supervisor
                  or such other method as is appropriate for the type of service
                  provided and customarily used by BRC;

                       (b) BRC's actual cost of employee benefits for such
                  employees (calculated on a pro rata basis by reference to the
                  actual time they are employed in the performance of the
                  Services);

                      (c) BRC's actual cost for third-party contractors,
                  consultants and service providers authorized pursuant to
                  Section 2.5;

                      (d) BRC's actual cost for supplies purchased for use in
                  the performance of the Services;

                                       64
<PAGE>

                      (e) A percentage of BRC's actual cost for common supplies,
                  calculated based on the allocation method used by BRC for such
                  supplies for government grants;

                      (f) BRC's actual cost for equipment purchased which is
                  substantially dedicated for use in performance of the Services
                  and specifically authorized in the applicable Addendum, and
                  for maintenance of such equipment;

                      (g) BRC's reasonable travel and related expenses incurred
                  in connection with the performance of the Services by
                  employees whose salaries and wages are chargeable under
                  subsection (a) above who have been reimbursed under BRC's
                  usual practice and in accordance with BRC's travel policy,
                  provided that the travel has been approved in advance by TAT
                  in the applicable Addendum or otherwise in writing;

                      (e) Other reasonable out-of-pocket expenses incurred by
                  BRC that are necessary for the proper performance of the
                  Services and which have been approved in advance by TAT in the
                  applicable Addendum or otherwise in writing.

3.3.     Billing and Payment. BRC shall submit a monthly invoice to TAT for each
         calendar month on or before the fifteenth (15th) Business Day of the
         following calendar month. Each such invoice shall state separately for
         each Addendum the Direct Cost of Services provided in such month under
         such Addendum. TAT will pay BRC the amount due under each invoice
         within thirty (30) calendar days after receipt of the invoice.

4.       Limitations on Services.
         ------------------------

         4.1.  No  Representation  or Warranty.  The parties  acknowledge  that
         BRC is not in the  business of providing  the Services as set forth in
         this  Agreement,  and is  entering  into  this  Agreement  as an
         accommodation  to TAT in  connection  with  the JV Agreement. EXCEPT AS
         EXPRESSLY  PROVIDED  IN THIS  AGREEMENT  OR IN AN  ADDENDUM,  BRC does
         not make any  express or implied representations,  warranties  or
         guarantees  relating to the  Services to be provided  hereunder or the
         quality or results of such  services.  EXCEPT AS EXPRESSLY  PROVIDED IN
         THIS  AGREEMENT  OR IN AN ADDENDUM,  ALL  SERVICES  PROVIDED  HEREUNDER
         ARE PROVIDED TO NEWCO ON AN "AS IS" BASIS WITHOUT  WARRANTY OF ANY
         KIND. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT OR IN AN ADDENDUM,
         BRC HEREBY  DISCLAIMS  ANY EXPRESS OR IMPLIED  WARRANTIES OF ANY KIND,
         INCLUDING  WITHOUT  LIMITATION  THE IMPLIED WARRANTY OF MERCHANTABILITY
         OR FITNESS FOR A PARTICULAR PURPOSE.

         4.2.  Alternatives.  If BRC reasonably believes it is unable to
         provide  any of the  Services because of a failure  to obtain necessary
         consents,  licences,  sublicences or approvals or because of illegality
         or another cause beyond BRC's control,  BRC and TAT shall cooperate to
         determine the best alternative approach. Until such alternative
         approach is found or the problem is otherwise resolved to the
         satisfaction of BRC and TAT, BRC shall use commercially reasonable
         efforts  to  continue providing the Services. To the extent an
         agreed-upon  alternative  approach  requires  payment above and beyond
         that which is included in BRC's  charge for the Services in question,
         TAT shall be  responsible  for any such payment only if TAT agrees in
         advance in  writing,  provided  that if TAT does not agree to be
         responsible  for such  payment,  BRC will not be required to pursue
         such alternative approach.

                                       65
<PAGE>

5.       Term and Termination.

         5.1.  Term. This Agreement shall terminate on the eighth (8th)
         anniversary of the Effective Date, unless earlier terminated as
         provided below.

         5.2.  Termination of Agreement. This Agreement and all Addenda shall
         be terminated automatically, as provided in Clause 13.1.1 of the JV
         Agreement, if TAT is placed in winding up. In addition, this Agreement
         may be terminated as follows:

               5.2.1. By TAT, upon ten (10) days written notice, if BRC is in
               material breach of its obligations under this Agreement or any
               Addendum and such breach, if capable of remedy, has not been
               remedied to the reasonable satisfaction of TAT at the expiry of
               60 days following receipt by BRC of a notice in writing from TAT
               notifying BRC of such breach and reasonably indicating the steps
               required to be taken to remedy the failure;

               5.2.2. By TAT, upon ten (10) days written notice, if BRC ceases
               to be a Shareholder of TAT;

               5.2.3. By BRC, upon ten (10) days written notice, if TAT is in
               material breach of its obligations under this Agreement or any
               Addendum and such breach, if capable of remedy, has not been
               remedied to the reasonable satisfaction of BRC at the expiry of
               60 days following receipt by TAT of a notice in writing from BRC
               notifying TAT of such breach and Default Notice reasonably
               indicating the steps required to be taken to remedy the failure;

               5.2.4. By BRC, upon sixty (60) days written notice, if BRC ceases
               to be a Shareholder of TAT.

         5.3.  Termination of Addendum. Any Addendum may be terminated as
         follows, unless such Addendum provides otherwise:

               5.3.1. By TAT, upon thirty (30) days written notice, with or
               without cause.

               5.3.2. By TAT, upon ten (10) days written notice, if BRC is in
               material breach of its obligations under such Addendum and such
               breach, if capable of remedy, has not been remedied to the
               reasonable satisfaction of TAT at the expiry of 60 days following
               receipt by BRC of a notice in writing from TAT notifying BRC of
               such breach and reasonably indicating the steps required to be
               taken to remedy the failure;

               5.3.3. By BRC, upon ten (10) days written notice, if TAT is in
               material breach of its obligations under such Addendum and such
               breach, if capable of remedy, has not been remedied to the
               reasonable satisfaction of BRC at the expiry of 60 days following
               receipt by TAT of a notice in writing from BRC notifying TAT of
               such breach and reasonably indicating the steps required to be
               taken to remedy the failure.

                                       66
<PAGE>

               5.3.4. By BRC, upon sixty (60) days' written notice, if BRC
               ceases to have available the personnel or resources required to
               perform the Services under such Addendum, provided that this
               section 5.3.4 will not apply with respect to personnel or
               resources designated by BRC as being dedicated to the performance
               of the Services.

         5.4.  Termination of Performance. Upon any termination of an Addendum,
         BRC shall immediately cease performance of Services in respect of such
         Addendum and TAT shall be liable only for Direct Costs in respect of
         such Services up to the effective date of termination, and Direct Costs
         to be incurred after the effective date of termination to the extent
         that BRC is legally obligated to incur them and is unable to cancel the
         obligation despite reasonable efforts.

         5.5.  Effect of Termination. Despite any other provision of this
         Agreement (a) the termination of this Agreement shall not affect the
         accrued rights and obligations of the parties; and (b) Sections 6, 7, 8
         and 9 shall survive the termination of this Agreement and continue in
         full force and effect.

6.       Indemnification and Limitation of Liability.
         --------------------------------------------

         6.1.  Indemnification. BRC shall indemnify, defend, and hold harmless
         each of the other parties and their respective officers, directors,
         employees and agents (each person or entity, an "Indemnified Person"),
         from any liability, loss, claim, expense, proceeding, action and/or
         damage incurred by the Indemnified Person by reason of any act
         performed or omitted to be performed by BRC, its officers, directors,
         employees and/or agents and/or any other Relevant Person in connection
         with the Services and/or the Past Services, including reasonable
         attorneys' fees and costs and any amounts expended in the settlement of
         any such claims of liability, loss, or damage and which arises out of
         or in relation to or by reason of:

         (a)      the negligence, recklessness or intentional misconduct of BRC,
                  its officers, directors, employees and/or agents and/or any
                  other Relevant Person in the provisions of the Services and/or
                  the Past Services; or

         (b)      any act or omission of BRC, its officers, directors, employees
                  and/or agents and/or any other Relevant Person outside the
                  prescribed or authorized scope of the Services and/or Past
                  Services as defined by the applicable Addendum (whether issued
                  under this Agreement or the Original BRC Services Agreement).

         6.2.  Limitation of Liability. IN NO EVENT WILL BRC BE LIABLE TO ANY
         OTHER PARTY FOR INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT
         LIMITATION, LOSS OF PROFITS.

7.       Intellectual Property.
         ----------------------

         7.1.  Subject to the rights of Third Parties (other than Relevant
         Persons) in Intellectual Property, TAT (or following the commencement
         of a winding up of TAT, Geron) shall be vested with all right title
         and interest in and shall own all Collaboration Inventions generated
         by BRC and/or its employees and/or any Relevant Person in the course
         of carrying out the Services and/or which has been generated by such
         persons in the course of carrying out the Past Services.

                                       67
<PAGE>

         7.2.  In the case of Collaboration Inventions made by employees or
         agents of BRC or any other Relevant Persons (alone or in collaboration
         with others), BRC shall assign to TAT (or in respect of any assignment
         made following the commencement of a winding up of TAT, to Geron) all
         its right, title and interest in such Collaboration Inventions.

         7.3.  BRC shall ensure that its employees and agents and all Relevant
         Persons shall, where necessary in order to vest all right, title and
         interest in any Collaboration Inventions in TAT (or following the
         commencement of a winding up of TAT, in Geron), agree to assign to TAT
         (or following the commencement of a winding up of TAT, to Geron) (or
         assign to BRC for assignment to TAT or Geron (as the case may be) under
         Section 7.2) their entire interest in any Collaboration Inventions
         generated by them in the course of carrying out the Services and/or the
         Past Services.

         7.4.  BRC shall use all reasonable endeavours to procure its employees
         and agents and all Relevant Persons to fully disclose and record all
         Collaboration Inventions to enable TAT (or following the commencement
         of a winding up of TAT, Geron) to fully collect, protect, exploit and
         commercialise the Collaboration Inventions.

         7.5.  BRC shall procure that, where necessary, written and irrevocable
         waivers of any such moral or other non-transferable rights in respect
         of the Collaboration Inventions have been given by its employees and
         agents and all Relevant Persons in favour of TAT (or if such waivers
         are given following the commencement of a winding up of TAT, in favour
         of Geron).

         7.6.  BRC shall do all things reasonably necessary, co-operate in good
         faith and provide such assistance as may be necessary and do all things
         as may be required to disclose, protect, maintain, enforce and/or
         transfer or assign the Collaboration Inventions, and shall procure that
         its employees and agents and all Relevant Persons shall co-operate in
         the provision of such assistance including preparing and signing all
         forms, applications, documents, agreements and deeds to give effect to
         and complete the transactions, assignments, and licences contemplated
         by this Section 7.

         7.7.  BRC shall, and shall procure that all its officers, directors,
         employees and agents and each other Relevant Person shall, provide all
         assistance reasonably required by TAT and/or Geron to contest any claim
         by any person to any right, title or interest to or in any intellectual
         property rights intended by the parties to the JV Agreement to be owned
         by TAT (or following the commencement of a winding up of TAT, by
         Geron).

         7.8.  The provisions of this Section 7 shall survive any termination of
         this Agreement.

8.       Confidentiality.
         ----------------

                                       68
<PAGE>

         8.1.  Confidential Information. "Confidential Information" means all
         non-public and/or proprietary information owned or possessed by the
         disclosing party and specifically  designated as such and includes any
         and all  Confidential  Information  disclosed by BRC or TAT to the
         other of them at any time from the Effective Date. Confidential
         Information includes,  without limitation, any methods, techniques  and
         processes,  and technical and  scientific  data,  unpublished findings,
         biological  material, know-how,  specifications,  patent applications,
         algorithms,  programs,  designs,  drawings,  and formulae,  and
         engineering, manufacturing,  marketing,  development,  sales, research,
         operations,  financial and business plans and data disclosed by a party
         to the other party hereunder.  BRC and TAT shall ensure that written
         confidential  information is marked  "confidential" or with a
         comparable  marking and that  confidential  information not disclosed
         in writing is reduced to writing and marked as "confidential" or with a
         comparable  marking within thirty (30) days of  disclosure,  provided
         that  information  (other than scientific  know-how and scientific
         techniques) exchanged by BRC and TAT hereunder or otherwise that
         relates to the business or operations of TAT shall be treated as
         confidential whether or not so marked.

         8.2.  Confidentiality Obligations. Except as expressly set forth in
         this Agreement, during the term of this Agreement or a period of four
         (4) years from receipt  thereof,  whichever  is  longer,  each
         recipient  of  Confidential  Information  agrees and undertakes  to the
         other parties that it will use such  information  only for purposes of
         performing  its  obligations  and/or exercising its rights under this
         Agreement,  and will not disclose such  information  except to its
         employees and consultants and to other  Relevant  Persons  to whom
         disclosure  is  required  in order for them to  participate  in the
         performance  of Services.  Each of BRC and TAT will  ensure that its
         employees  or  consultants  and any other  Relevant  Persons who
         receive access  to the other  party's  Confidential Information are and
         remain  at all times  legally  obligated  to  maintain  the
         confidentiality of such Confidential Information,  and such party shall
         be responsible for the compliance of its employees or consultants  and,
         in the case of BRC, all other Relevant  Persons.  Each party
         represents to the other that the terms of this Section 8 do not
         conflict with any of the representing party's obligations to any other
         person or entity.

         8.3.  Exceptions to Confidentiality. The restrictions on use and
         disclosure of Confidential Information shall not apply to information
         to the extent any of the following is true:

                  (a)      the information is now, or hereafter becomes, through
                           no act or failure to act on the part of the recipient
                           (or any Relevant Person to whom the information is
                           disclosed), generally known or available to the
                           public;

                  (b)      the information is known by the recipient or is
                           already in the possession of the recipient before it
                           receives the information from the disclosing party;

                  (c)      the information is furnished to the recipient by a
                           third party who did not acquire the information
                           directly or indirectly from the disclosing party
                           under an obligation of confidentiality to the
                           disclosing party or otherwise under circumstances in
                           which such third party did not have the legal right
                           to acquire and furnish to the recipient the
                           information in question;

                  (d)      the information is independently developed by the
                           recipient without use or knowledge of the
                           Confidential Information;

                                       69
<PAGE>

                  (e)      the information is required by law or by order of any
                           court or governmental authority to be disclosed by
                           the recipient. In the event of such compulsory
                           disclosure, however, the recipient shall use
                           reasonable efforts to give the disclosing party
                           sufficient advance written notice to enable it to
                           seek a protective order or other remedy to protect
                           such Confidential Information. The recipient shall
                           use reasonable efforts to disclose only the minimum
                           Confidential Information required to be disclosed,
                           whether or not a protective order or other remedy is
                           in place;

                  (f)      the information is made available by the disclosing
                           party to a third party (not being a shareholder of
                           TAT or any of such shareholder's employees) without
                           similar restrictions; or

                  (g)      the information (i) does not relate to the business
                           or operations of TAT or is scientific know-how or
                           scientific techniques and (ii) is not disclosed in
                           writing or reduced to writing and marked as
                           "confidential" or with other comparable marking
                           within thirty (30) days of disclosure.

8.4. Survival. The provisions of this Section 8 shall survive any termination of
this Agreement.

9.       Publication.
         ------------

         9.1.  Publication.  Except as otherwise specified in the applicable
         Addendum, publication of results, records, or other information arising
         out of or relating to Services  and/or Past  Services will be permitted
         only with the prior written  consent of TAT's Board (or TAT's Discovery
         Research  Committee) or following  the  commencement of a winding up of
         TAT, of Geron.  The party whose consent is required  under this Clause
         9.1 (the  "Consenting  Party") may withhold that consent if it believes
         that such publication  or disclosure  may compromise or adversely
         impact its product  development  efforts,  competitive  position,  or
         business.  If BRC wishes to make such a  publication or disclosure,  it
         will submit a draft  manuscript  or  disclosure  for review by the
         Consenting  Party at least  forty-five  (45) days prior to the date of
         submission  for  publication  or public disclosure.  The  Consenting
         Party will,  within thirty (30) days after it has received (or in the
         case of TAT all members of its Board or the Joint Discovery Research
         Committee have received) the draft, communicate to BRC in writing its
         decision to:

         (i) consent to the publication or disclosure as submitted without
         changes; or

         (ii) consent to the publication or disclosure provided that specified
         information is deleted, or that publication or disclosure is delayed
         for a period, not to exceed sixty (60) days, or such longer period as
         the Consenting Party may notify BRC before the end of such sixty (60)
         day period as is reasonably necessary to permit the Consenting Party to
         file any desired patent applications, or both; or

   (iii) withhold consent to the publication or disclosure.

         Any publication arising out of or relating to this Agreement shall
         recognise intellectual contributions by co-authorship and/or
         acknowledgement, in accordance with applicable academic norms.

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<PAGE>

         9.2.  Survival. The provisions of this Section 9 shall survive any
         termination of this Agreement.

10.      Miscellaneous.
         --------------

         10.1.  Independent Contractor. BRC and TAT agree that, in performing
         its obligations under this Agreement, BRC shall be an independent
         contractor, and that neither BRC nor any of its employees or agents or
         any other Relevant Persons shall be deemed for any purpose to be an
         employee or agent of TAT and BRC shall not hold itself out as such.
         Nothing in this Agreement shall be deemed to give BRC or any other
         person any right or power to bind TAT to any obligation.

         10.2.  Governing Law; Dispute Resolution. The validity, construction
         and enforceability of this Agreement shall be governed by and construed
         in accordance with the laws of Hong Kong without regard to choice of
         law provisions. Any dispute arising out of this Agreement shall be
         resolved as provided in Clause 33.2 of the JV Agreement.

         10.3.  Notice. Any notice required to be given by a party to any other
         party may be made (i) by hand delivery by Federal Express or comparable
         private courier service to the other party's address given herein or
         such other address as may from time to time be notified for this
         purpose or (ii) by facsimile transmission to a facsimile number as is
         specified for such other party in the JV Agreement or otherwise as is
         notified in writing by such other party for this purpose. Any properly
         addressed notice served by hand shall be deemed to have been served on
         delivery and any notice served by facsimile transmission shall be
         deemed to have been served when received, as shown by a confirmed
         transmission report.

         10.4.  Severability. If any provision in this Agreement shall be found
         or be held to be invalid or unenforceable then the meaning of said
         provision shall be construed, to the extent feasible, so as to render
         the provision enforceable, and if no feasible interpretation would save
         such provision, it shall be severed from the remainder of this
         Agreement which shall remain in full force and effect unless the
         severed provision is essential and material to the rights or benefits
         received by any party. In such event, the parties shall use best
         efforts to negotiate, in good faith, a substitute, valid and
         enforceable provision or agreement which most nearly effects the
         parties' intent in entering into this Agreement.

         10.5.  No Waiver. No waiver of any term or condition of this Agreement
         shall be valid or binding on a party unless the same shall have been
         set forth in a written document, specifically referring to this
         Agreement and duly signed by the waiving party. The failure of a party
         to enforce at any time any of the provisions of this Agreement, or the
         failure to require at any time performance by the other party of any of
         the provisions of this Agreement, shall in no way be construed to be a
         present or future waiver of such provisions, nor in any way affect the
         ability of a party to enforce each and every such provision thereafter.

         10.6.  Assignment. This Agreement may not be assigned without the
         written consent of each of the parties to this Agreement. Any
         assignment not in conformance with this Section 10.6 shall be null,
         void and of no legal effect. This Agreement shall inure to the benefit
         of, and shall be binding upon, the parties and their respective
         permitted successors and assigns.

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<PAGE>

         10.7.  Counterparts. This Agreement may be executed in any number of
         counterparts, and each counterpart shall constitute an original
         instrument, but all such separate counterparts shall constitute only
         one and the same instrument.

         10.8.  Force  Majeure.  No party shall be liable for any delay in
         performing  any of its  obligations  under this Agreement to the extent
         that such delay is directly caused by any occurrence  which is beyond
         the reasonable  control of the party so delaying, including, without
         limitation, delays arising out of acts of God, acts or orders of any
         government agency or instrumentality thereof, acts of public enemy,
         riots, embargoes,  strikes,  casualties or accidents,  deliveries of
         materials,  transportation or shortage of cars, trucks, fuel, power,
         labor or materials,  interruption of or delay in transportation,
         unavailability of, interruption of or delay in  telecommunications,  or
         any other causes,  circumstances or contingencies within or without the
         United States of America which are beyond the  reasonable  control of
         such party and such party shall be entitled  (subject to giving the
         other party full  particulars  of the  circumstances in question and to
         using its best  endeavours to resume full performance without avoidable
         delay)  to  a  reasonable  extension  of  time  for  the performance of
         such obligations. Notwithstanding  the occurrence of any force majeure
         event, this Agreement shall continue in full force for the remainder of
         its term and any renewals thereof.

         10.9.  Variation. No variation or amendment to this Agreement shall be
         effective unless in writing signed by authorized representatives of
         each of the parties.

IN WITNESS WHEREOF, the parties hereto have executed this Services Agreement as
of the day and year first above written.

                                       72
<PAGE>

TA THERAPEUTICS LIMITED                    BIOTECHNOLOGY RESEARCH
                                           CORPORATION LIMITED
By: /s/ David J. Earp
Name:  David Earp                          By:      /s/ Yuk Shan Wong
Title:  Director                           Name:    Yuk Shan Wong
                                           Title:       Director


GERON CORPORATION

By: /s/ David J. Earp
Name:  David Earp
Title:  SVP Business Development, Chief
Patent Counsel

                                       73
<PAGE>

IN WITNESS whereof this Agreement has been executed by the Parties and is
intended to be and is hereby delivered on the date appearing at the head hereof.


SIGNED by Yuk Shan Wong             )
for and on behalf of                )
BIOTECHNOLOGY                       )        /s/ Yuk Shan Wong
RESEARCH CORPORATION                )
LIMITED                             )
in the presence of: Tony R. Eastham )

                  /s/ Tony R. Eastham




SIGNED by David Earp                )
for and on behalf of                )        /s/ David J. Earp
GERON CORPORATION                   )
in the presence of: James Griffiths )

         /s/ James Griffiths
         Solicitor, Hong Kong SAR
         Cheng Wong Lam & Partners