Exhibit 10.1
    

    

    

    
      CONTRIBUTION AGREEMENT
    

    
                This CONTRIBUTION AGREEMENT (“Agreement”) is effective as of
      August 8, 2008 (the “Effective Date”) by and between Geron Corporation,
      a Delaware corporation (“Geron”), and ViaGen, Inc., an Arizona
      corporation (the “Company”).
    

    
      RECITALS
    

    
      1.        WHEREAS, Geron owns 4,990 shares of the Common Stock of Start
      Licensing, Inc., a Delaware corporation (“Start”), comprising 49.9% of
      the issued and outstanding shares of Start (the “Stock”); and
    

    
      2.        WHEREAS, Geron wishes to contribute all of its rights, title
      and interest in the Stock to the Company in exchange for the Company’s
      issuing to Geron 2,982,648 shares of the Company’s Series A Preferred
      Stock (the “Shares”).
    

    
      NOW THEREFORE, in consideration of the foregoing and the mutual
      representations, warranties, covenants, and agreements herein contained,
      Geron and the Company agree as follows:
    

    
      ARTICLE 1
CONTRIBUTION OF STOCK & ISSUANCE OF SHARES
    

    
      1.1       Contribution of Stock.  Subject
      to the terms and conditions of this Agreement, as of the Effective Date,
      Geron hereby assigns, transfers, and delivers to the Company, as a
      contribution, all of the Stock. Upon execution of this Agreement, Geron
      will deliver the certificates representing the Stock, endorsed to the
      Company.
    

    
      1.2       Issuance of Shares.  Upon
      the contribution of the Stock by Geron, and as of the Effective Date,
      the Company will issue the Shares to Geron.
    

    
      ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF GERON
    

    
      2.1       Authority.  Geron
      has the corporate power, capacity and authority to execute and deliver
      this Agreement and any other certificate, agreement, document or other
      instrument to be executed and delivered in connection with the
      transactions contemplated by this Agreement and to perform Geron’s
      obligations under this Agreement and to consummate the transactions
      contemplated hereby and thereby. This Agreement has been duly executed
      and delivered and constitutes the legal, valid, and binding obligation
      of Geron, enforceable in accordance with its terms.
    

    
      2.2       Ownership of Stock.  Geron
      is the legal and beneficial owner of the Stock and such Stock
      constitutes all the shares of Start Common Stock owned by Geron. Geron
      holds the Stock free and clear of all liens, encumbrances, restrictions
      and claims of every kind.  Geron has the legal right, power and
      authority to enter into this Agreement and to sell, assign, transfer and
      convey the Stock pursuant to this Agreement and the delivery to the
      Company of the Stock pursuant to the provisions of this Agreement will
      transfer to the Company valid title thereto, free and clear of all
      liens, encumbrances, restrictions and claims of every kind.  There are
      no outstanding options, warrants, rights, calls, commitments, conversion
      rights, rights of exchange, plans or other agreements of any character
      providing for the purchase or sale of any Stock by Geron.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      2.3       Government Filings;
      No Violation.  No notices, reports or other filings
      are required to be made with, nor are any consents, registrations,
      approvals, permits or authorizations required to be obtained by Geron
      from any governmental entity in connection with the execution and
      delivery of this Agreement and the consummation by Geron of the
      transactions contemplated hereby, except those that the failure to make
      or obtain are not, individually or in the aggregate, reasonably likely
      to prevent, materially delay or materially impair (i) Geron’s ability to
      consummate the transactions contemplated by this Agreement; (ii) the
      Company’s ability to acquire ownership of the Stock, free and clear of
      any encumbrances; or (iii) the ability of the Company, following the
      transactions contemplated herein, to conduct any material business or
      operations of Start in any jurisdiction where such business or
      operations are now being conducted.
    

    
      2.4       No Violations.  The
      execution, delivery and performance of this Agreement does not, and the
      consummation of the transactions contemplated hereby will not,
      constitute or result in (i) a breach or violation of, or a default
      under, any of Geron’s governing documents; (ii) a breach or violation
      of, or a default under, the acceleration of any obligations under, or
      the creation of an encumbrance on any assets of Geron pursuant to any
      contract, mortgage, agreement, deed of trust, license, lease or other
      instrument, arrangement, commitment, obligation, or restriction
      (“Contracts”) that is binding upon Geron or any Law or governmental or
      non-governmental permit or license to which Geron is subject; or
      (iii) any change in the rights or obligations of any party under any of
      Geron’s Contracts, except, in the case of clause (ii) or (iii) above,
      for any breach, violation, default, acceleration, creation or change
      that, individually or in the aggregate, is not reasonably likely to
      prevent, materially delay or materially impair (1) Geron’s ability to
      consummate the transactions contemplated by this Agreement, (2)
      Company’s ability to acquire ownership of the Stock, free and clear of
      any encumbrances; or (3) the ability of the Company, following
      consummation of the transactions contemplated herein, to conduct any
      material business or operations of Start in any jurisdiction where such
      business or operations are now being conducted. For the purposes of this
      Agreement, “Law” means ordinances, rules, regulations, bylaws, and codes
      of all governmental and regulatory authorities, whether federal, state,
      or local.
    

    
      2.5       Litigation.  There
      is no civil, criminal or administrative suit, action, proceeding,
      investigation, review or inquiry pending or, to Geron’s knowledge after
      due inquiry, threatened against or affecting Geron or any of its
      properties or rights, nor is there any judgment, decree, injunction,
      rule or order of any governmental entity or arbitrator outstanding
      against or affecting Geron or any of its properties or rights, except
      such that are not, individually or in the aggregate, reasonably likely
      to prevent, materially delay or materially impair (i) Geron’s ability to
      consummate the transactions contemplated by this Agreement; (ii) the
      Company’s ability to acquire ownership of all the Stock, free and clear
      of any encumbrances; or (iii) the ability of the Company, following the
      consummation of the transaction contemplated by this Agreement, to
      conduct any material business or operations of the Start in any
      jurisdiction where such business or operations are now being conducted.
    

    
      
        

        

      

      
        
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      2.6       Compliance with Law.  Geron
      is not in violation of any Law, except for violations or possible
      violations that, individually or in the aggregate, are not, individually
      or in the aggregate, reasonably likely to prevent, materially delay or
      materially impair (i) Geron’s ability to consummate the transactions
      contemplated by this Agreement; (ii) the Company’s ability to acquire
      ownership of the Stock, free and clear of any encumbrances; or (iii) the
      ability of the Company, following the consummation of the transactions
      contemplated by this Agreement, to conduct any material business or
      operations of Start in any jurisdiction where such business or
      operations are now being conducted.
    

    
      2.7       Brokers and Finders.  Geron
      has not employed any broker or finder or incurred any liability for any
      brokerage fees, commissions or finders’ fees in connection with the
      transactions contemplated by this Agreement.
    

    
      ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
    

    
      3.1       Authority.  The
      Company has the corporate power, capacity and authority to execute and
      deliver this Agreement and any other certificate, agreement, document or
      other instrument to be executed and delivered in connection with the
      transactions contemplated by this Agreement and to perform the Company’s
      obligations under this Agreement and to consummate the transactions
      contemplated hereby and thereby. This Agreement has been duly executed
      and delivered and constitutes the legal, valid, and binding obligation
      of the Company, enforceable in accordance with its terms.
    

    
      3.2       Issuance and Delivery
      of Shares.  The Shares have been duly authorized and, when
      issued and paid for in compliance with the provisions of this Agreement,
      will be validly issued, fully paid and nonassessable.
    

    
      ARTICLE 4
SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION
    

    
      4.1       Survival.  The
      covenants, agreements, representations, and warranties of Geron
      contained herein or in any certificate or other writing delivered
      pursuant hereto or in connection herewith shall survive the Effective
      Date.
    

    
      4.2       Indemnification by
      Geron.  Geron hereby agrees to indemnify the Company
      against and agrees to hold it harmless from any and all damage, loss,
      liability and expense (including, without limitation, reasonable
      expenses of investigation and attorneys' fees and expenses in connection
      with any action, suit, proceeding, claim, investigation or other loss)
      incurred or suffered by the Company arising out of any breach of any
      covenant, agreement, warranty or representation or any inaccuracy or
      omission in any representation or warranty made by Geron pursuant to
      this Agreement.
    

    
      4.3       Indemnification by
      Company. The Company hereby agrees to indemnify Geron against
      and agrees to hold it harmless from any and all damage, loss, liability
      and expense (including, without limitation, reasonable expenses of
      investigation and attorneys' fees and expenses in connection with any
      action, suit, proceeding, claim, investigation or other loss) incurred
      or suffered by Geron arising out of any breach of any covenant,
      agreement, warranty or representation or any inaccuracy or omission in
      any representation or warranty made by the Company pursuant to this
      Agreement.
    

    
      
        

        

      

      
        
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      ARTICLE 5
MISCELLANEOUS PROVISIONS
    

    
      5.1       Amendment and
      Modification.  This Agreement may be amended,
      modified, or supplemented only by written agreement of the parties
      hereto.
    

    
      5.2       Waiver of Compliance;
      Consents.  Any failure of a party to comply with any
      obligation, covenant, agreement, or condition herein may be waived by
      the other party; provided, however, that any such waiver may be made
      only by a written instrument signed by the party granting such waiver,
      but such waiver or failure to insist upon strict compliance with such
      obligation, covenant, agreement, or condition shall not operate as a
      waiver of, or estoppel with respect to, any subsequent or other
      failure.  Whenever this Agreement requires or permits consent by or on
      behalf of any party hereto, such consent shall be given in writing in a
      manner consistent with the requirements for a waiver of compliance as
      set forth in this Section 5.2.
    

    
      5.3       Assignment.  This
      Agreement and all of the provisions hereof shall be binding upon and
      inure to the benefit of the parties hereto and their respective
      successors and permitted assigns.  Nothing in this Agreement, expressed
      or implied, is intended or shall be construed to confer upon any person
      other than the parties, any successors any rights, remedy, or claim
      under or by reason of this Agreement or any provisions herein contained.
    

    
      5.4       Expenses.  All
      fees and expenses (including all fees of legal counsel and accountants)
      incurred by any party in connection with the negotiation and execution
      of this Agreement and the other agreements contemplated herein shall be
      borne by the party incurring such fees and expenses.
    

    
      5.5       Governing Law.  This
      Agreement shall be governed by and construed in accordance with the laws
      of the State of Arizona (without regard to its conflicts of law
      doctrines).
    

    
      5.6       Counterparts.  This
      Agreement may be executed in two or more counterparts, each of which
      shall be deemed an original, but all of which together shall constitute
      one and the same instrument.
    

    
      5.7       Specific Performance.  Each
      of the parties acknowledge that money damages would not be a sufficient
      remedy for any breach of this Agreement and that irreparable harm would
      result if this Agreement were not specifically enforced.  Therefore, the
      rights and obligations of the parties under this Agreement shall be
      enforceable by a decree of specific performance issued by any court of
      competent jurisdiction, and appropriate injunctive relief may be applied
      for and granted in connection therewith.  A party’s right to specific
      performance shall be in addition to all other legal or equitable
      remedies available to such party.
    

    
      5.8       Headings.  The
      article and section headings contained in this Agreement are for
      reference purposes only and shall not affect in any way the meaning or
      interpretation of this Agreement.
    

    
      
        

        

      

      
        
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      5.9       Entire Agreement.  This
      Agreement, including the exhibits, schedules, and other documents and
      instruments referred to herein embodies the entire agreement and
      understanding of the parties hereto in respect of the subject matter
      contained herein.  This Agreement supersedes all prior agreements and
      understandings between the parties with respect to such subject matter.
    

    
      5.10      Severability.  If
      any one or more provisions contained in this Agreement shall, for any
      reason, be held to be invalid, illegal, or unenforceable in any respect,
      such invalidity, illegality, or unenforceability shall not affect any
      other provision of this Agreement, but this Agreement shall be construed
      as if such invalid, illegal, or unenforceable provision had never been
      contained herein.
    

    

    

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

    
      GERON
    

    
      Geron Corporation, a Delaware corporation
    

    

    

    
      By: /s/ David L. Greenwood              
    

    

    

    
      Name:  David L. Greenwood
    

    
      Title: Executive Vice President and Chief Financial Officer
    

    

    

    

    

    
      COMPANY
    

    
      VIAGEN, INC., an Arizona corporation
    

    

    

    
      By:  /s/ Mark Walton                              
    

    
                Mark Walton, President
    

    

    

    
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