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Exhibit 4.1


STOCK PURCHASE AGREEMENT



     THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered into
as of March 21, 2003, by and between GERON CORPORATION, a Delaware corporation
having its principal place of business at 230 Constitution Drive, Menlo Park,
California 94025 (the “Company”), and FINNEGAN HENDERSON FARABOW GARRETT &
DUNNER, LLP, a limited liability partnership with an office at 1300 I Street,
N.W., Suite 700, Washington, D.C. 20005-3315 (the “Acquirer”).



	 	A.	 	The Company has agreed to issue Two Hundred Fifty Thousand
Four Hundred Sixty-Five (250,465) shares of the Company’s common
stock, par value $.001 per share (the “Common Stock”) to Acquirer in
payment of fees for services provided by the Acquirer (the
“Services”).
	 
	 	B.	 	The Acquirer and the Company desire to specify the terms and
conditions of the Company’s issuance of such common stock.



THE PARTIES AGREE AS FOLLOWS:




	1.	 	ISSUANCE OF SHARES. The Acquirer hereby acquires and the Company hereby
issues to Acquirer TWO HUNDRED FIFTY THOUSAND FOUR HUNDRED SIXTY-FIVE
(250,465)shares (the “Shares”) of Common Stock in consideration of the
Services.
	 
	2.	 	OTHER RESTRICTIONS ON RESALE OF SHARES.




	 	2.1.	 	Legends. The Acquirer understands and acknowledges that the Shares
are not registered under the Securities Act of 1933 (the “Act”) and
that under the Act and other applicable laws the Acquirer may be
required to hold such Shares for an indefinite period of time. Each
stock certificate representing Shares shall bear the following legends:




		
	 	“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). ANY TRANSFER
OF SUCH SECURITIES SHALL BE INVALID UNLESS A REGISTRATION STATEMENT
UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR, IN THE OPINION
OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY, SUCH REGISTRATION
IS UNNECESSARY FOR SUCH TRANSFER TO COMPLY WITH THE ACT. THE
SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THE TERMS OF THE STOCK
PURCHASE AGREEMENT, DATED AS OF MARCH 21, 2003. A COPY OF THE
AGREEMENT CAN BE OBTAINED FROM THE SECRETARY OF THE COMPANY.”



3.   REGISTRATION RIGHTS




	 	3.1.	 	The Company agrees to file with the Securities and Exchange
Commission (“Commission”), as promptly as practicable and in any event
within thirty (30) business days after the execution of this Agreement
by both parties, a registration statement under the Act (the
“Registration Statement”), on Form S-3 or other appropriate form, so as
to



 






 





	 	 	 	permit a non-underwritten public offering and resale of the Shares under
the Act by the Acquirer. The Company agrees to diligently pursue making
that registration statement effective. The Company will notify the
Acquirer of the effectiveness of the Registration Statement within one
business day of receiving notice from the Commission.
	 
	 	3.2.	 	The Company will maintain the Registration Statement or
post-effective amendment filed under this Section 3 effective under the
Act until the earliest of (i) the date that none of the Shares covered
by such Registration Statement are or may become issued and
outstanding, (ii) the date that all of the Shares have been sold
pursuant to such Registration Statement, (iii) the date the Acquirer
receives an opinion of counsel to the Company, which counsel shall be
reasonably acceptable to the Acquirer, that the Shares may be sold
under the provisions of Rule 144 without limitation as to volume, (iv)
the date that all Shares have been otherwise transferred to persons who
may trade such shares without restriction under the Act, and the
Company has delivered a new certificate or other evidence of ownership
for such securities not bearing a restrictive legend, or (v) the date
all Shares may be sold at any time, without volume or manner of sale
limitations pursuant to Rule 144(k) or any similar provision then in
effect under the Act in the opinion of counsel to the Company, which
counsel shall be reasonably acceptable to the Acquirer (the
“Effectiveness Period”).
	 
	 	3.3.	 	All fees, disbursements and out-of-pocket expenses and costs
incurred by the Company in connection with the preparation and filing
of the Registration Statement under Section 3.1 and in complying with
applicable securities and Blue Sky laws (including, without limitation,
all attorneys’ fees of the Company) shall be borne by the Company. The
Acquirer shall bear the cost of underwriting and/or brokerage
discounts, fees and commissions, if any, applicable to the Shares being
registered and the fees and expenses of their counsel. The Company at
its expense will supply the Acquirer with copies of the applicable
Registration Statement and the prospectus included therein and other
related documents in such quantities as may be reasonably requested by
the Acquirer.
	 
	 	3.4.	 	The Acquirer will cooperate with the Company in all respects in
connection with this Agreement, including timely supplying all
information reasonably requested by the Company (which shall include
all information regarding the Acquirer and proposed manner of sale of
the Shares required to be disclosed in any Registration Statement) and
executing and returning all documents reasonably requested in
connection with the registration and sale of the Shares and entering
into and performing their obligations under any underwriting agreement,
if the offering is an underwritten offering, in usual and customary
form, with the managing underwriter or underwriters of such
underwritten offering. Nothing in this Agreement shall obligate the
Acquirer to consent to be named as an underwriter in any Registration
Statement.



4.   REPRESENTATIONS AND ACKNOWLEDGMENTS OF THE ACQUIRER.



     The Acquirer hereby represents, warrants, acknowledges and agrees that:



	 	4.1.	 	Investment. The Acquirer is acquiring the Shares for the
Acquirer’s own account, and not directly or indirectly for the account
of any other person. The Acquirer is acquiring



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	 	 	 	the Shares for investment and not with a view to distribution or resale
thereof except in compliance with the Act and any applicable state law
regulating securities. If the Acquirer decides to resell some or all of
the Shares, it will use a broker satisfactory to the Company, and cause
or instruct the broker to sell in an orderly manner, limiting sales to
lot-size and volumes consistent with normal trading levels in the
Company’s stock.
	 
	 	4.2.	 	Access to Information. Acquirer has consulted with its own
attorney, accountant, or investment advisor as the Acquirer has deemed
advisable with respect to the investment and has determined its
suitability for Acquirer. The Acquirer has had the opportunity to ask
questions of, and to receive answers from, appropriate executive
officers of the Company with respect to the terms and conditions of the
transactions contemplated hereby and with respect to the business,
affairs, financial condition and results of operations of the Company.
The Acquirer has had access to such financial and other information as
is necessary in order for the Acquirer to make a fully informed
decision as to investment in the Company, and has had the opportunity
to obtain any additional information necessary to verify any of such
information to which the Acquirer has had access. Acquirer
acknowledges that neither the Company nor any of its officers,
directors, employees, agents, representatives, or advisors have made
any representation or warranty.
	 
	 	4.3.	 	Business and Financial Expertise. The Acquirer further represents
and warrants that it has such business or financial expertise as to be
able to evaluate its investment in the Company and purchase of the
Shares.
	 
	 	4.4.	 	Speculative Investment. The Acquirer acknowledges that the
investment in the Company represented by the Shares is highly
speculative in nature and is subject to a high degree of risk of loss
in whole or in part; the amount of such investment is within the
Acquirer’s risk capital means and is not so great in relation to the
Acquirer’s total financial resources as would jeopardize the personal
financial needs of the Acquirer in the event such investment were lost
in whole or in part.
	 
	 	4.5.	 	Unregistered Securities. Acquirer acknowledges that:
	 



	 	4.5.1.	 	The Shares have not been registered under the Act and therefore
cannot and will not be sold unless they are subsequently registered
under the Act or an exemption from such registration is available.
The Company has made no agreements, covenants or undertakings
whatsoever to register any of the Shares under the Act, except as
provided in Section 3 above. The Company has made no
representations, warranties or covenants whatsoever as to whether
any exemption from the Act, including, without limitation, any
exemption for limited sales in routine brokers’ transactions
pursuant to Rule 144 under the Act, will become available and any
such exemption pursuant to Rule 144, if available at all, will not
be available unless: (i) a public trading market then exists in the
Company’s common stock, (ii) the Company has complied with the
information requirements of Rule 144, and (iii) all other terms and
conditions of Rule 144 have been satisfied.
	 
	 	4.5.2.	 	Transfer of the Shares has not been registered or qualified under
any applicable



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	 	 	 	state law regulating securities and, therefore, the Shares cannot and
will not be sold unless they are subsequently registered or qualified
under any such act or an exemption therefrom is available. The
Company has made no agreements, covenants or undertakings whatsoever
to register or qualify any of the Shares under any such act. The
Company has made no representations, warranties or covenants
whatsoever as to whether any exemption from any such act will become
available.
	 
	 	4.5.3.	 	The Acquirer hereby certifies that it is an “accredited investor”
as that term is defined in Rule 501 under the Act.




	5.	 	TAX ADVICE. The Acquirer acknowledges that the Acquirer has not relied
and will not rely upon the Company or the Company’s counsel with respect
to any tax consequences related to the ownership, purchase, or disposition
of the shares. The Acquirer assumes full responsibility for all such
consequences and for the preparation and filing of all tax returns and
elections which may or must be filed in connection with such shares.
	 
	6.	 	NOTICES. Any notice or other communication required or permitted
hereunder shall be in writing and shall be deemed to have been duly given
on the date of service if served personally or five days, not including
Saturdays, Sundays, or national holidays, after mailing if mailed by first
class United States mail, certified or registered with return receipt
requested, postage prepaid, and addressed as follows:




	 	 	 	 
	 	To the Company at:	 	
Geron Corporation
	 	 	 	
230 Constitution Drive
	 	 	 	
Menlo Park, California 94025
	 	 	 	
Attention: Chief Financial Officer
	 	 	 	
Telephone:      (650) 473-7700
	 	 	 	
Facsimile:         (650) 473-7750
	 	 	 	 
	 	To the Acquirer at:	 	
Finnegan Henderson Farabow Garrett & Dunner, LLP
	 	 	 	
1300 I Street, N.W., Suite 700
	 	 	 	
Washington, D.C. 20005-3315
	 	 	 	
Attention: Kenneth Meyers
	 	 	 	
Telephone:      (202)408-4000
	 	 	 	
Facsimile:         (202)408-4400




	7.	 	BINDING EFFECT. This Agreement shall be binding upon the heirs, legal
representatives and successors of the Company and of the Acquirer;
provided, however, that the Acquirer may not assign any rights or
obligations under this Agreement. The Company’s rights under this
Agreement shall be freely assignable.
	 
	8.	 	GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of California, United States of
America.
	 
	9.	 	COUNTERPARTS. This Agreement may be executed in one or more counterparts
and by facsimile signature, each of which shall be deemed an original but
all of which together will constitute one and the same instrument



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	10.	 	ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of the
parties pertaining to the Shares and supersedes all prior and
contemporaneous agreements, representations, and understandings of the
parties.



IN WITNESS WHEREOF, the parties hereto have executed this Stock Purchase
Agreement as of the date first above written.






	 	 	 
	 	GERON CORPORATION
	 	 	 
	 	 	 
	 	/s/ David L. Greenwood
	 	

	 	By:	David L. Greenwood
	 	Title:	Chief Financial Officer and Senior Vice
	 	 	President, Corporate Development
	 	 	 
	 	FINNEGAN HENDERSON FARABOW GARRETT &
	 	
DUNNER, LLP
	 	 	 
	 	 	 
	 	
/s/ Kenneth J. Meyers
	 	


	 	
By:	Kenneth J. Meyers
	 	
Title:	Partner




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