EXHIBIT 4.2 

COMMON STOCK PURCHASE AGREEMENT


     THIS
COMMON STOCK PURCHASE AGREEMENT (“Agreement”) is made and entered into as of
November 6, 2009 (the “Effective
Date”), by and between GERON CORPORATION,
a Delaware corporation having its principal place of business at 230
Constitution Drive, Menlo Park, California 94025 (“Geron”), and Samchully Pharm.
Co., Ltd., having a principal place of business at 947-7, Daechi-dong,
Gangnam-gu, Seoul, Korea (“Manufacturer”). 

	       A.       	Geron and Manufacturer are the
      parties to that certain Master Manufacturing Agreement dated as of March
      9, 2005 (the “Manufacturing
      Agreement”), and related Addendum
      Agreements (“Addendum
      Agreement”) under which Geron has
      agreed to purchase certain products and services from Manufacturer and
      Manufacturer has agreed to supply such products and services to Geron on
      the terms set forth therein.
	 
	       B.	Pursuant to the Amendment No. 1
      to the Manufacturing Agreement, dated as of May 12, 2008, Geron is
      entitled to pay the purchase price of products and services by delivery of
      shares of Geron’s Common Stock (the “Shares”).


THE PARTIES AGREE AS FOLLOWS:


	1.	
      ISSUANCE OF SHARES;
      ADJUSTMENTS

	 		
	
           As
      payment of the costs for activities to be performed pursuant to Addendum
      Agreement No. 11, Geron will issue and deliver certificates for 93,244
      Shares. Upon issuance and delivery of the certificate(s) for the Shares,
      all Shares shall be duly authorized and validly issued and represent fully
      paid shares of Geron’s Common Stock. 

	 		
	2.	
      CLOSING;
      DELIVERY 

	          		
		2.1
          	The consummation of the transaction
      contemplated by this Agreement (a “Closing”) shall be held at
      such time and place as is mutually agreed upon between the parties, but in
      any event Geron shall make commercially reasonable efforts to accomplish
      the Closing no later than five (5) business days after the Effective Date
      hereof (the “Closing
      Date”). At the Closing, Geron shall
      deliver to Manufacturer one or more certificates representing all of the
      Shares, which Shares shall be issued in the name of Manufacturer or its
      designee and in such denominations as Manufacturer shall
  specify.
		 
	 	2.2	Geron’s obligations to issue and
      deliver the stock certificate(s) representing the Shares to Manufacturer
      at the Closing shall be subject to the following conditions, which may be
      waived by Geron:
		 
		 	2.2.1
             	the covenants and obligations that Manufacturer is
      required to perform or to comply with pursuant to this Agreement, at or
      prior to the Closing, must have been duly performed and complied with in
      all material respects; and
		 
	 	 	2.2.2	the representations and warranties made by Manufacturer
      herein shall be true and correct in all material respects as of the
      Closing Date. 
	 	 
	 	2.3	Manufacturer’s obligation to accept
      delivery of the stock certificate(s) representing the Shares at the
      Closing shall be subject to the following conditions, any one or more of
      which may be waived by Manufacturer:


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			2.3.1	
      the covenants and obligations
      that Geron is required to perform or to comply with pursuant to this
      Agreement, at or prior to the Closing, must have been duly performed and
      complied with in all material respects; 

	          	          	             	
			2.3.2
      	
      Geron shall have available under
      its Certificate of Incorporation sufficient authorized shares of Common
      Stock to issue the Shares to Manufacturer; and 

	 			
		 	2.3.3
      	
      the representation and warranties
      made by Geron herein shall be true and correct in all material respects as
      of the Closing Date. 

	 			
	3.	
      RESTRICTIONS ON RESALE OF
      SHARES 

	 			
	 	3.1	
      Legends. Manufacturer 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 Manufacturer
      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 GERON,
      SUCH REGISTRATION IS UNNECESSARY FOR SUCH TRANSFER TO COMPLY WITH THE ACT.
      THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THE TERMS OF THE COMMON
      STOCK PURCHASE AGREEMENT BY AND BETWEEN GERON AND MANUFACTURER DATED AS OF
      NOVEMBER 6, 2009. A COPY OF THE AGREEMENT CAN BE OBTAINED FROM THE
      SECRETARY OF GERON.”

	 			
		3.2	Limits on Sales. Manufacturer
      agrees that if it decides to resell some or all of the Shares, it will do
      so only through orderly sales executed through a top-tier brokerage house,
      and in an appropriate manner based upon whether the shares are registered
      or unregistered, i.e., on the Nasdaq Global Market or in a Rule 144
      compliant transaction. Manufacturer further agrees that it will not engage
      in short selling with respect to the Shares. 
	 			
		3.3	
      Further
      Limitations. Geron shall not be
      required (i) to transfer on its books any Shares that have been sold or
      otherwise transferred in violation of any of the provisions of this
      Agreement or applicable securities laws; or (ii) to treat as owner of such
      Shares or to accord the right to vote or pay dividends to any purchaser or
      other transferee to whom such Shares shall have been so transferred in
      violation of any of the provisions of this Agreement or applicable
      securities laws. 

	 			
	4.	
      REGISTRATION RIGHTS
      

	 			
		4.1	
      Geron agrees to make commercially
      reasonable efforts to file with the Securities and Exchange Commission
      (the “Commission”) within ten (10) business days after the Closing Date,
      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 Manufacturer.
      Geron agrees to diligently pursue making the Registration Statement
      effective. Geron will make commercially reasonable efforts to notify
      Manufacturer of the effectiveness of the Registration Statement within one
      (1) business day of receiving notice from the Commission declaring the
      registration statement effective. 

	 			
		4.2	
      Geron will make commercially
      reasonable efforts to maintain the Registration Statement and any
      post-effective amendment thereto filed under this Section 4 effective
      under the Act until the earliest of (i) the date that none of the Shares
      covered by such Registration Statement are issued and outstanding, (ii)
      the date that all of the Shares have been sold pursuant to such
      Registration Statement, (iii) the date Manufacturer receives an opinion of
      counsel from Geron, which counsel shall be reasonably acceptable to
      Manufacturer, that the Shares may be sold under the provisions of Rule 144
      or any similar provision then in effect under the Act without limitation
      as to volume, or (iv) the date that all Shares have been otherwise
      transferred to persons who may trade such shares without restriction under the Act, and Geron has delivered a new
      certificate or other evidence of ownership for such securities not bearing
      a restrictive legend. 



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	          	4.3
          	Geron, at its expense, shall
      furnish to Manufacturer with respect to the Shares registered under the
      Registration Statement such reasonable number of copies of the
      Registration Statement, prospectuses and preliminary prospectuses in
      conformity with the requirements of the Act and such other documents as
      Manufacturer may reasonably request, in order to facilitate the public
      sale or other disposition of all or any of the Shares by Manufacturer,
      provided, however, that the obligation of Geron to deliver copies of
      prospectuses or preliminary prospectuses to Manufacturer shall be subject
      to the receipt by Geron of reasonable assurances from Manufacturer that
      Manufacturer will comply with the applicable provisions of the Act and of
      such other securities or blue sky laws as may be applicable in connection
      with any use of such prospectuses or preliminary
prospectuses.
	 
	 	4.4	All fees, disbursements and
      out-of-pocket expenses and costs incurred by Geron in connection with the
      preparation and filing of the Registration Statement under Section 4.1 and
      in complying with applicable securities and Blue Sky laws (including,
      without limitation, all attorneys' fees of Geron) shall be borne by Geron.
      Manufacturer shall bear the cost of all fees and expenses of
      Manufacturer’s counsel.
	 
	 	4.5	Geron will advise Manufacturer
      promptly after it shall receive notice or obtain knowledge of the issuance
      of any stop order by the Commission delaying or suspending the
      effectiveness of the Registration Statement or of the initiation of any
      proceeding for that purpose, and Geron will use its commercially
      reasonable efforts to prevent the issuance of any stop order or to obtain
      its withdrawal at the earliest possible moment if such stop order should
      be issued.
	 
	 	4.6	With a view to making available
      to Manufacturer the benefits of Rule 144 (or its successor rule) and any
      other rule or regulation of the Commission that may at the time permit
      Manufacturer to sell the Shares to the public without registration, Geron
      covenants and agrees to make commercially reasonable efforts to: (i) make
      and keep public information available, as those terms are understood and
      defined in Rule 144, until the earliest of (A) such date as all of the
      Shares may be resold pursuant to Rule 144 or any other rule of similar
      effect or (B) such date as all of the Shares shall have been resold; and
      (ii) file with the Commission in a timely manner all reports and other
      documents required of Geron under the Act and under the Securities
      Exchange Act of 1934, as amended (the “Exchange Act”).
	 
	 	4.7	Manufacturer will cooperate with
      Geron in all respects in connection with this Agreement, including timely
      supplying all information reasonably requested by Geron (which shall
      include all information regarding Manufacturer 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 Manufacturer to consent to be
      named as an underwriter in any Registration Statement.
	 
	5.	INDEMNIFICATION
	 
	 	5.1	Geron agrees to indemnify and
      hold harmless Manufacturer (and each person, if any, who controls
      Manufacturer within the meaning of Section 15 of the Act, and each officer
      and director of Manufacturer) against any and all losses, claims, damages
      or liabilities (or actions or proceedings in respect thereof), joint or
      several, directly or indirectly based upon or arising out of (i) any
      untrue statement or alleged untrue statement of any material fact
      contained in the Registration Statement, any preliminary prospectus, final
      prospectus or summary prospectus contained therein or used in connection
      with the offering of the Shares, or any amendment or supplement thereto,
      or (ii) any omission or alleged omission to state a material fact required
      to be stated therein or necessary to make the statements therein not
      misleading; and Geron will reimburse each such indemnified party for any
      legal or any other expenses reasonably incurred by them in connection with
      investigating, preparing, pursuing or defending any such loss, claim,
      damage, liability, action or proceeding, except insofar as any such loss,
      claim, damage, liability, action, proceeding or expense arises out of or
      is based upon (A) an untrue statement or alleged untrue statement or
      omission or alleged omission made in the Registration Statement, any such
      preliminary prospectus, final prospectus, summary prospectus, amendment or
      supplement in reliance upon and in conformity with written information
      furnished to Geron by or on behalf of Manufacturer or such other person
      expressly for use in the preparation thereof, (B) the failure of
      Manufacturer to comply with its covenants and agreements contained in
      Sections 7.1 or 7.5.3 hereof or (C) any misstatement or omission in any
      prospectus that is corrected in any subsequent prospectus that was
      delivered to Manufacturer prior to the pertinent sale or sales by
      Manufacturer. Such indemnity shall remain in full force and effect,
      regardless of any investigation made by such indemnified party and shall
      survive the transfer of the Shares by Manufacturer.
      


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	          	5.2
          	Manufacturer agrees to indemnify
      and hold harmless Geron (and each person, if any, who controls Geron
      within the meaning of Section 15 of the Act, and each officer and director
      of Geron) from and against losses, claims, damages or liabilities (or
      actions or proceedings in respect thereof), joint or several, directly or
      indirectly based upon or arising out of, (i) any failure of Manufacturer
      to comply with the covenants and agreements contained in Sections 7.1 and
      7.5.3 hereof or (ii) any untrue statement of a material fact contained in
      the Registration Statement or any omission of a material fact required to
      be stated in the Registration Statement or necessary in order to make the
      statements in the Registration Statement not misleading if such untrue
      statement or omission was made in reliance upon and in conformity with
      written information furnished to Geron by or on behalf of Manufacturer
      specifically for use in preparation of the Registration Statement;
      provided, however, that Manufacturer shall not be liable in any such case
      for (A) any untrue statement or omission in the Registration Statement,
      prospectus, or other such document which statement is corrected by
      Manufacturer and delivered to Geron prior to the sale from which such loss
      occurred, (B) any untrue statement or omission in any prospectus which is
      corrected by Manufacturer in any subsequent prospectus, or supplement or
      amendment thereto, and delivered to Geron prior to the sale or sales from
      which a loss or liability arose, or (C) any failure by Geron to fulfill
      any of its obligations under Section 5.1 hereof.
		 
		5.3	Promptly after receipt by any
      indemnified person of a notice of a claim or the beginning of any action
      in respect of which indemnity is to be sought against an indemnifying
      person pursuant to this Section 5, such indemnified person shall notify
      the indemnifying person in writing of such claim or of the commencement of
      such action, but the omission to so notify the indemnifying party will not
      relieve it from any liability which it may have to any indemnified party
      under this Section 5 (except to the extent that such omission materially
      and adversely affects the indemnifying party’s ability to defend such
      action) or from any liability otherwise than under this Section 5. Subject
      to the provisions hereinafter stated, in case any such action shall be
      brought against an indemnified person, the indemnifying person shall be
      entitled to participate therein, and, to the extent that it shall elect by
      written notice delivered to the indemnified party promptly after receiving
      the aforesaid notice from such indemnified party, shall be entitled to
      assume the defense thereof, with counsel reasonably satisfactory to such
      indemnified person. After notice from the indemnifying person to such
      indemnified person of its election to assume the defense thereof, such
      indemnifying person shall not be liable to such indemnified person for any
      legal expense subsequently incurred by such indemnified person in
      connection with the defense thereof, provided, however, that if there
      exists or shall exist a conflict of interest that would make
      inappropriate, in the reasonable opinion of counsel to the indemnified
      person, for the same counsel to represent both the indemnified person and
      such indemnifying person or any affiliate or associate thereof, the
      indemnified person shall be entitled to retain its own counsel at the
      expense of such indemnifying person; provided, however, that no
      indemnifying person shall be responsible for the fees and expenses of more
      than one separate counsel (together with appropriate local counsel) for
      all indemnified parties. In no event shall any indemnifying person be
      liable in respect to any amounts paid in settlement of any action unless
      the indemnifying person shall have approved the terms of such settlement.
      No indemnifying person shall, without the prior written consent of the
      indemnified person, effect any settlement of any pending or threatened
      proceeding in respect of which any indemnified person is or could have
      been a party and indemnification could have been sought hereunder by such
      indemnified person, unless such settlement includes an unconditional
      release of such indemnified person from all liability on claims that are
      the subject matter of such proceeding. 
	 		
	 	5.4	The provisions of this Section
      5 shall survive the termination of this
Agreement.


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	6.	REPRESENTATIONS AND
      ACKNOWLEDGEMENT OF GERON
	 
	 	Geron hereby
      represents, warrants and covenants to Manufacturer as
follows:
	 
	 	6.1	Organization, Good Standing
      and Qualification. Geron is a
      corporation duly organized, validly existing and in good standing under
      the laws of the State of Delaware and has all requisite corporate power
      and authority to carry on its business as now conducted and as presently
      proposed to be conducted. Geron is duly qualified to transact business and
      is in good standing as a foreign corporation in each jurisdiction in which
      the failure to so qualify would have a material adverse effect on its
      business or properties.
	 
	 	6.2	Authorization.
      All corporate action on the part of
      Geron, its officers, directors and stockholders necessary for the
      authorization, execution and delivery of this Agreement, the performance
      of all obligations of Geron hereunder and the authorization, issuance and
      delivery of the Shares has been taken or will be taken prior to the
      Closing, and this Agreement, when executed and delivered will constitute
      valid and legally binding obligations of Geron, enforceable against Geron
      in accordance with its terms, except as limited by applicable bankruptcy,
      insolvency, reorganization, moratorium, fraudulent conveyance and other
      laws of general application affecting enforcement of creditors’ rights
      generally, as limited by laws relating to the availability of specific
      performance, injunctive relief or other equitable remedies.
	 
	 	6.3	Valid Issuance of Common
      Stock. The Shares, when issued, sold
      and delivered in accordance with the terms hereof for the consideration
      expressed herein, will be duly and validly authorized and issued, fully
      paid and nonassessable and free of restrictions on transfer other than
      restrictions on transfer under this Agreement and applicable state and
      federal securities laws.
	 
	 	6.4	Legal Proceedings and Orders.
      There is no action, suit, proceeding or
      investigation pending or threatened against Geron that questions the
      validity of this Agreement or the right of Geron to enter into this
      Agreement or to consummate the transactions contemplated hereby, nor is
      Geron aware of any basis for any of the foregoing. Geron is neither a
      party nor subject to the provisions of any order, writ, injunction,
      judgment or decree of any court or government agency or instrumentality
      that would affect the ability of Geron to enter into this Agreement or to
      consummate the transactions contemplated hereby.
	 
	7.	REPRESENTATIONS AND
      ACKNOWLEDGEMENTS OF MANUFACTURER
	 
	 	Manufacturer hereby
      represents, warrants, acknowledges and agrees that:
	 
	 	7.1	Investment. Manufacturer is acquiring the Shares for Manufacturer’s
      own account, and not directly or indirectly for the account of any other
      person. Manufacturer is acquiring 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.
	 
	          	7.2
          	Access to Information.
      Manufacturer has consulted with its own
      attorney, accountant, or investment advisor as Manufacturer has deemed
      advisable with respect to the investment and has determined its
      suitability for Manufacturer. Manufacturer has had the opportunity to ask
      questions of, and to receive answers from, appropriate executive officers
      of Geron 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 Geron.
      Manufacturer has had access to such financial and other information as is
      necessary in order for Manufacturer to make a fully informed decision as
      to investment in Geron, and has had the opportunity to obtain any
      additional information necessary to verify any of such information to
      which Manufacturer has had access. Manufacturer acknowledges that neither
      Geron nor any of its officers, directors, employees, agents,
      representatives, or advisors have made any representation or warranty
      other than those specifically expressed herein.


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	 	7.3	Business and
      Financial Expertise. Manufacturer
      further represents and warrants that it has such business or financial
      expertise as to be able to evaluate its investment in Geron and purchase
      of the Shares. 
	 
	 	7.4	Speculative
      Investment. Manufacturer acknowledges
      that the investment in Geron 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 Manufacturer’s
      risk capital means and is not so great in relation to Manufacturer’s total
      financial resources as would jeopardize the personal financial needs of
      Manufacturer in the event such investment were lost in whole or in
      part. 
	 
	 	7.5	Unregistered
      Securities. Manufacturer acknowledges
      that: 
	 
	 	 	7.5.1	Manufacturer must bear the
      economic risk of investment for an indefinite period of time because 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. Geron has made no
      agreements, covenants or undertakings whatsoever to register any of the
      Shares under the Act, except as provided in Section 4 above. Geron 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 Geron’s common stock, (ii) Geron has
      complied with the information requirements of Rule 144, and (iii) all
      other terms and conditions of Rule 144 have been satisfied. 
	 
	 	 	7.5.2	Transfer of the Shares has not
      been registered or qualified under any applicable 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. Geron has made no agreements, covenants
      or undertakings whatsoever to register or qualify any of the Shares under
      any such act. Geron has made no representations, warranties or covenants
      whatsoever as to whether any exemption from any such act will become
      available. 
	 
	 	 	7.5.3	Manufacturer hereby certifies
      that it is an “Accredited
      Investor” as that term is defined
      in Rule 501 under the Act. 
	          	          	             	
	 	7.6	Authorization.
      Manufacturer has full right, power,
      authority and capacity to enter into this Agreement and to consummate the
      transactions contemplated hereby and thereby and has taken all necessary
      action to authorize the execution, delivery and performance of this
      Agreement. Upon execution and delivery, this Agreement will constitute a
      valid and binding obligation of Manufacturer enforceable against
      Manufacturer in accordance with its terms, except as such enforceability
      may be limited by applicable bankruptcy, insolvency, reorganization,
      moratorium, fraudulent transfer, liquidation or similar laws relating to,
      or affecting generally, the enforcement of creditor's rights and remedies
      or by other equitable principles of general application from time to time
      in effect. 
	 
	8.	TAX ADVICE.
      Manufacturer acknowledges that
      Manufacturer has not relied and will not rely upon Geron or Geron’s
      counsel with respect to any tax consequences related to the ownership,
      purchase, or disposition of the Shares. Manufacturer 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 the Shares.


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	9.
          	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 delivery if delivered personally or by facsimile, or one
      day, not including Saturdays, Sundays, or national holidays, after sending
      if sent by national overnight delivery service, 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 Geron
      at: 	       	Geron
      Corporation
			230
      Constitution Drive
			Menlo
      Park, California 94025
			Attention: Senior Director, Legal
			Telephone: 
       	(650)
      473-7700
			Facsimile:
    	(650)
      473-7750
		 		
	To Manufacturer
      at:	       	Kris
      S. Choi
			General Manager,
			Marketing and Business Development
			8F
      Samtan Bldg.
			Samchully Pharm. Co., Ltd.
			947-7,
      Daechi-dong, Gangnam-gu
	 		Seoul,
      Korea 135-735
			e-mail: choicsw@samchullypharm.com 
			Telephone: 
       	+82
      (0)2-527-6329
			Facsimile:
    	+82
      (0)2-561-6006




	10.	BINDING EFFECT.
      This Agreement shall be binding upon
      the heirs, legal representatives and successors of Geron and of
      Manufacturer; provided, however, that Manufacturer may not assign any
      rights or obligations under this Agreement. 
	          	
	11.	GOVERNING LAW.
      This Agreement shall be governed by and
      construed in accordance with the laws of the State of California.
    
	 
	12.	INVALID PROVISIONS.
      In the event that any provision of this
      Agreement is found to be invalid or otherwise unenforceable by a court or
      other tribunal of competent jurisdiction, such invalidity or
      unenforceability shall not be construed as rendering any other provision
      contained herein invalid or unenforceable, and all such other provisions
      shall be given full force and effect to the same extent as though the
      invalid and unenforceable provision was not contained herein.

	 
	13.	COUNTERPARTS. This Agreement may be executed in any number of
      identical counterparts, each of which shall be deemed an original, but all
      of which together shall constitute one and the same instrument.
  
	 
	14.	AMENDMENTS. This Agreement or any provision hereof may be changed,
      waived, or terminated only by a statement in writing signed by the party
      against whom such change, waiver or termination is sought to be
      enforced. 
	 
	15.	FUTURE COOPERATION.
      Each of the parties hereto agrees to
      cooperate at all times from and after the date hereof with respect to all
      of the matters described herein, and to execute such further assignments,
      releases, assumptions, amendments of the Agreement, notifications and
      other documents as may be reasonably requested for the purpose of giving
      effect to, or evidencing or giving notice of, the transactions
      contemplated by this Agreement. 
	 
	16.	ENTIRE AGREEMENT.
      This Agreement and the Manufacturing
      Agreement, including all Addenda thereto, constitute the entire agreement
      of the parties pertaining to the Shares and supersede all prior and
      contemporaneous agreements, representations, and understandings of the
      parties with respect thereto. 
	 


*SIGNATURES BEGIN ON NEXT
PAGE*

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


	
      Geron
      Corporation

	 
 
	   /s/ David
      L. Greenwood  	
	By:	David L. Greenwood
	Title:       	Chief Financial Officer


 

	
      Samchully Pharm. Co., Ltd.
      

	 
 
	   /s/ Moon-Hee
      Kim  	
	By:	Moon-Hee Kim  
	Title:       	Director, Business Development




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