EXHIBIT 10.1

LOAN AGREEMENT 

     This
LOAN
AGREEMENT (“Agreement”) is entered into
as of September 3, 2008 (the “Effective Date”) by and between ViaGen, Inc., an
Arizona corporation (“ViaGen”), and Geron Corporation, a Delaware corporation
(“Geron”). 

     WHEREAS, Geron has agreed to lend to ViaGen an aggregate amount of $1,500,000
(the “Loan”) for the purpose of funding ViaGen’s investment in Exemplar
Genetics, LLC (“Exemplar”), subject to the terms and conditions set forth
herein; and 

     WHEREAS, ViaGen will issue a convertible promissory note to Geron in such amount
(the “Note”). 

     NOW, THEREFORE, in consideration of the mutual premises and covenants set
forth herein, the parties hereto agree as follows: 

ARTICLE I

LOAN

     Section
1. Loan. Subject to the terms and
conditions of this Agreement, ViaGen will borrow from Geron and Geron will lend
to ViaGen $1,500,000 (the “Loan Proceeds”) pursuant to Section 2 below and the
terms and conditions of the Note.

     Section 2.
Purpose; Return of Loan
Proceeds. ViaGen acknowledges that Geron is
providing the Loan for the purpose of funding ViaGen’s investment in Exemplar
(the “Transaction”). ViaGen agrees that, should the Transaction not close within
30 days from the date of this Agreement, ViaGen will return the Loan Proceeds in
accordance with the terms of the Note. 

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF
GERON 

     Geron hereby represents, warrants
and covenants to ViaGen as follows: 

     Section
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. 

     Section
2. Purchase for Own Account. Geron
represents that, with the exception of the potential assignment of the Note to
Exeter Life Sciences, Inc., it is acquiring the Note and any equity securities
issuable upon conversion of such Note (collectively, the “Securities”) solely
for investment for Geron’s own account, not as a nominee or agent, and not with
a view to the resale or distribution of any part thereof, and that Geron has no
present intention of selling, granting any participation in, or otherwise
distributing the same. The acquisition by Geron of any of the Securities shall
constitute confirmation of the representation that, at the date of such
acquisition, Geron does not then have any contract, undertaking, agreement or
arrangement with any person to sell, transfer or grant participations to such
person or to any third person, with respect to any of the Securities.


     Section
3. Disclosure of Information. Geron has
received all the information it considers necessary or appropriate for deciding
whether to acquire the Securities. Geron further represents that it has had an opportunity to ask questions and receive answers from
ViaGen regarding the terms and conditions of the offering of the Securities and
the business, properties, prospects and financial condition of ViaGen. 




ARTICLE III

REPRESENTATIONS AND WARRANTIES OF
VIAGEN

     ViaGen hereby represents, warrants
and covenants to Geron as follows: 

     Section
1. Organization, Good Standing and Qualification. ViaGen is a corporation duly organized, validly existing and in good
standing under the laws of the State of Arizona and has all requisite corporate
power and authority to carry on its business as now conducted. ViaGen is duly
qualified to transact business and is in good standing in each jurisdiction in
which the failure to so qualify would have a material adverse effect on its
business or properties. 

     Section
2. Authorization. All corporate actions
on the part of ViaGen, its officers, directors and shareholders necessary for
the authorization, execution and delivery of this Agreement, the performance of
all obligations of ViaGen hereunder and the authorization, issuance, sale and
delivery of the Notes have been taken. This Agreement and the Notes constitute
valid and legally binding obligations of ViaGen, enforceable against ViaGen in
accordance with their respective terms, except (i) as limited by applicable
bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting enforcement of creditors’ rights generally, and (ii) as
limited by laws relating to the availability of specific performance, injunctive
relief or other equitable remedies. 

     Section 3.
Valid Issuance of Stock. The securities issued pursuant to the Note, 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.


ARTICLE IV

MISCELLANEOUS

     Section
1. Termination. This Agreement and all
obligations of ViaGen and of Geron hereunder shall terminate (a) upon mutual
agreement by ViaGen and Geron, or (b) upon material breach of this Agreement by
one party upon notice from the other party, provided that no termination right
shall exist pursuant to this subsection (c) unless such breach shall not have
been cured by the breaching party (unless such breach is incapable of cure)
within 15 days after such breaching party shall have received notice of the
non-breaching party’s intent to exercise its right to terminate. 

     Section
2. Survival of Representations, Warranties and Covenants. The representations and warranties of ViaGen and Geron
contained in or made pursuant to this Agreement shall survive the execution and
delivery of this Agreement and shall in no way be affected by any investigation
of the subject matter thereof made by or on behalf of Geron or ViaGen.


     Section
3. Successors and Assigns. Except as
otherwise provided herein, the terms and conditions of this Agreement shall
inure to the benefit of and be binding upon the respective successors and
assigns of the parties (including transferees of any Securities). Nothing in
this Agreement, express or implied, is intended to confer upon any party other
than the parties hereto or their respective successors and assigns any rights,
remedies, obligations, or liabilities under or by reason of this Agreement,
except as expressly provided in this Agreement. 

     Section
4. Governing Law; Venue. This Agreement
is to be construed in accordance with and governed by the internal laws of the
State of Arizona without giving effect to any choice of law rule that would
cause the application of the laws of any jurisdiction other than the internal
laws of the State of Arizona to the rights and duties of the parties.




     Section
5. 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.


     Section
6. Titles
and Subtitles. The titles and subtitles used
in this Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.

     Section
7. Notices. Except as may be otherwise
provided herein, all notices, requests, waivers and other communications made
pursuant to this Agreement shall be in writing and shall be conclusively deemed
to have been duly given (a) when hand delivered to the other party; (b) when
sent by facsimile to the number set forth below each party’s signature if sent
between 8:00 a.m. and 5:00 p.m. recipient’s local time on a Business Day, or on
the next Business Day if sent by facsimile to the number set forth below if sent
other than between 8:00 a.m. and 5:00 p.m. recipient’s local time on a Business
Day; (c) three Business Days after deposit in the U.S. mail with first class or
certified mail receipt requested postage prepaid and addressed to the other
party at the address set forth below; or (d) the next Business Day after deposit
with a national overnight delivery service, postage prepaid, addressed to the
parties as set forth below with next Business Day delivery guaranteed, provided
that the sending party receives a confirmation of delivery from the delivery
service provider. Each person making a communication hereunder by facsimile
shall promptly confirm by telephone to the person to whom such communication was
addressed each communication made by it by facsimile pursuant hereto but the
absence of such confirmation shall not affect the validity of any such
communication. A party may change or supplement the addresses given above, or
designate additional addresses, for purposes of this Article IV, Section 7 by
giving the other party written notice of the new address in the manner set forth
above. “Business Day” means each Monday, Tuesday, Wednesday, Thursday or Friday
on which banking institutions are not authorized or obligated by law, regulation
or executive order to close in California or Arizona. 

     Section
8. Amendments and Waivers. Any term of
this Agreement or the Notes may be amended by mutual written agreement, and the
observance of any term of this Agreement or the Notes may be waived (either
generally or in a particular instance and either retroactively or
prospectively), only with the written consent of the waiving party.

     Section
9. Severability. If one or more
provisions of this Agreement are held to be unenforceable under applicable law,
such provision shall be excluded from this Agreement and the balance of this
Agreement shall be interpreted as if such provision were so excluded and shall
be enforceable in accordance with its terms. 

     Section
10. Expenses. Each party shall pay all
costs and expenses that it incurs with respect to the negotiation, execution,
delivery and performance of this Agreement. If any action at law or in equity is
necessary to enforce or interpret the terms of this Agreement or the Note, the
prevailing party shall be entitled to reasonable attorney’s fees, costs and
necessary disbursements in addition to any other relief to which such party may
be entitled. 

     Section
11. Entire
Agreement. This Agreement and the documents
referred to herein constitute the entire agreement among the parties with
respect to the subject matter hereof and no party shall be liable or bound to
any other party in any manner by any warranties, representations or covenants
except as specifically set forth herein or therein.




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

	VIAGEN, INC.  
	  
	By: 	 /s/ Mark
      Walton  
	  	Mark Walton,
      President 



	Address:       
    	ViaGen,
      Inc.  
	  	12357A Riata Trace
      Pkwy  
	  	Suite 100 
  
	  	Austin, TX
      78727  
	  	Phone: (512)
      401-5900  
		Fax: (512) 401-5919




	GERON
      CORPORATION  
	  
	By: 	 /s/ David J. Earp  
	  	David Earp, Chief
      Patent Counsel 
	  	& Sr. V.P.,
      Business Development 




	Address:        	Geron Corporation  
	  	230 Constitution Drive  
	  	Menlo Park, CA 94025