EXHIBIT 10.5

FIRST AMENDMENT TO
EMPLOYMENT
AGREEMENT 

     THIS FIRST AMENDMENT (the
“First Amendment”) to the Employment Agreement, including all Exhibits thereto (the
“Employment Agreement”) by and between John A. Scarlett (“Executive”) and Geron Corporation, a Delaware Corporation (the “Company”) is made effective
February 11, 2014. Capitalized terms used in this First Amendment that are not
otherwise defined herein shall have the meanings provided therefor in the
Employment Agreement. 

     WHEREAS, the Employment Agreement was entered by the Company and
Executive effective September 29, 2011; and 

     WHEREAS, the Company and Executive desire to further amend the
Employment Agreement as set forth herein.

     NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, it is hereby agreed by and between the parties hereto as
follows:

AGREEMENT

		1.	Section 3.1 of the Employment Agreement (Base
      Salary) is hereby deleted in its entirety and
      replaced with the following:
	     	       	     	
				
      “3.1 Base Salary. During the term
      of Executive’s employment with the Company, Executive shall receive such
      annual base salary as is approved by the Board of Directors of the Company
      (the “Board”), subject to increase in the sole discretion of the Board (the
      “Base Salary”), payable in accordance with the regular payroll practices of the
      Company. As of the effective date of this First Amendment, Executive’s
      Base Salary is $586,500.” 

				 
		2.	Section
      3.2 of the Employment Agreement (Bonus) is hereby deleted in its entirety and replaced with the
      following:
				 
				
      “3.2 Bonus. Executive shall be
      eligible to earn, for each fiscal year of the Company ending during
      Executive’s employment with the Company, an annual discretionary cash
      bonus (an “Annual Bonus”) targeted at sixty percent (60%) of Executive’s
      Base Salary. If the Company determines, in its reasonable discretion, that
      Executive has engaged in any misconduct intended to affect the payment of
      his/her Annual Bonus, or has otherwise engaged in any act or omission that
      would constitute Cause for termination of employment, as defined by
      Section 1.2 of the Agreement, Executive will automatically and immediately
      forfeit his/her entire Annual Bonus. If the Annual Bonus has
already been paid to Executive, such Annual Bonus will be deemed unearned, and
the Company shall have the right to recover the entire amount of the Annual
Bonus paid to Executive for the calendar year(s) in which such misconduct or
other act or omission constituting Cause occurred. Without limiting the
foregoing, any such misconduct or other act or omission constituting Cause will
subject Executive to disciplinary action up to and including termination of
employment. In addition, any Annual Bonus paid to Executive for the calendar
year(s) in which such misconduct or other Cause occurred is subject to
recoupment in accordance with The Dodd–Frank Wall Street Reform and Consumer
Protection Act and any implementing regulations, any other clawback policy
adopted by the Company and any compensation recovery policy otherwise required
by applicable laws, regulations or statutes. Recovery by the Company of an
Annual Bonus in accordance with this Section shall not constitute an event
giving rise to a right by Executive to voluntarily terminate his/her employment
for cause based on such recovery by Company, nor shall it constitute
“constructive termination”, or any similar term or circumstance under the
Agreement or any other plan or agreement with the Company.”




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First Amendment to Employment
Agreement/Scarlett 








Except as expressly set forth herein,
all terms and conditions of the Employment Agreement, as amended by this First
Amendment, remain unchanged and in full force and effect. 

In Witness Whereof, the parties have
executed this First Amendment on the respective dates set forth below:



	GERON
      CORPORATION
	 
	By:	/s/ Hoyoung Huh
		Hoyoung
      Huh
		Chairman
      of the Board
	 
	Date: 	Feb 11,
      2014



Accepted and agreed this
11th day of February, 2014. 

	/s/ John A. Scarlett
	John A. Scarlett,
  MD


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First Amendment to Employment
Agreement/Scarlett