EXHIBIT 10.1 

INDEMNIFICATION
AGREEMENT 

     This
Indemnification Agreement (“Agreement”) is made effective as of _______, 20 ___
(the “Effective Date”) by and between Geron Corporation, a Delaware corporation
(the “Company”), and ______________ (“Indemnitee”).

RECITALS 

    
WHEREAS, highly competent persons have become more reluctant to serve
publicly-held corporations as directors, officers or in other capacities unless
they are provided with adequate protection through insurance or adequate
indemnification against inordinate risks of claims and actions against them
arising out of their service to and activities on behalf of the corporation;


    
WHEREAS, the Board of Directors of the Company (the “Board”) has
determined that, in order to attract and retain qualified individuals, the
Company will attempt to maintain on an ongoing basis, at its sole expense,
liability insurance to protect persons serving the Company and its subsidiaries
from certain liabilities. Although the furnishing of such insurance has been a
customary and widespread practice among United States-based corporations and
other business enterprises, the Company believes that, given current market
conditions and trends, such insurance may be available to it in the future only
at higher premiums and with more exclusions. At the same time, directors,
officers, and other persons in service to corporations or business enterprises
are being increasingly subjected to expensive and time-consuming litigation
relating to, among other things, matters that traditionally would have been
brought only against the Company or business enterprise itself. The By-laws of
the Company permit indemnification of the officers and directors of the Company.
Indemnitee may also be entitled to indemnification pursuant to the General
Corporation Law of the State of Delaware (the “DGCL”). The By-laws, Certificate
of Incorporation and the DGCL expressly provide that the indemnification
provisions set forth therein are not exclusive, and thereby contemplate that
contracts may be entered into between the Company and members of the board of
directors, officers and other persons with respect to indemnification;


    
WHEREAS, the uncertainties relating to such insurance and to
indemnification have increased the difficulty of attracting and retaining such
persons; 

    
WHEREAS, the Board has determined that the increased difficulty in
attracting and retaining such persons is detrimental to the best interests of
the Company and its stockholders and that the Company should act to assure such
persons that there will be increased certainty of such protection in the future;


    
WHEREAS, it is reasonable, prudent and necessary for the Company
contractually to obligate itself to indemnify, and to advance expenses on behalf
of, such persons to the fullest extent permitted by applicable law so that they
will serve or continue to serve the Company free from undue concern that they
will not be so indemnified;

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     WHEREAS, this
Agreement is a supplement to and in furtherance of the By-laws and Certificate
of Incorporation of the Company and any resolutions adopted pursuant thereto,
and shall not be deemed a substitute therefor, nor to diminish or abrogate any
rights of Indemnitee thereunder; 

    
WHEREAS, Indemnitee does not regard the protection available under the
Company’s By-laws and insurance as adequate in the present circumstances, and
may not be willing to serve as an officer or director without adequate
protection, and the Company desires Indemnitee to serve in such capacity.
Indemnitee is willing to serve, continue to serve and to take on additional
service for or on behalf of the Company on the condition that he be so
indemnified; and 

    
NOW, THEREFORE, in consideration of the premises and the covenants
contained herein, the Company and Indemnitee do hereby covenant and agree as
follows: 

    
Section 1. Services to the Company. Indemnitee
agrees to serve as an officer of the Company. Indemnitee may at any time and for
any reason resign from such position (subject to any other contractual
obligation or any obligation imposed by operation of law), in which event the
Company shall have no obligation under this Agreement to continue Indemnitee in
such position. This Agreement shall not be deemed an employment contract between
the Company (or any of its subsidiaries or any Enterprise) and Indemnitee.
Indemnitee specifically acknowledges that Indemnitee’s employment with the
Company (or any of its subsidiaries or any Enterprise), if any, is at will, and
the Indemnitee may be discharged at any time for any reason, with or without
cause, except as may be otherwise provided in any written employment contract
between Indemnitee and the Company (or any of its subsidiaries or any
Enterprise), other applicable formal severance policies duly adopted by the
Board, or, with respect to service as a director or officer of the Company, by
the Company’s Certificate of Incorporation, the Company’s By-laws, and the DGCL.
The foregoing notwithstanding, this Agreement shall continue in force after
Indemnitee has ceased to serve as an officer of the Company. 

    
Section 2. Definitions. As used in this
Agreement: 

         
(a) References to “agent” shall mean any person who is or was a director,
officer, or employee of the Company or a Subsidiary of the Company or other
person authorized by the Company to act for the Company, to include such person
serving in such capacity as a director, officer, employee, fiduciary or other
official of another corporation, partnership, limited liability company, joint
venture, trust or other Enterprise at the request of, for the convenience of, or
to represent the interests of the Company or a Subsidiary of the Company.


         
(b) A
“Change in Control” shall be deemed to occur upon the earliest to occur after
the date of this Agreement of any of the following events: 

              
i. Acquisition of Stock by Third Party. Any Person (as defined below) is or
becomes the Beneficial Owner (as defined below), directly or indirectly, of
securities of the Company representing fifteen percent (15%) or more of the
combined voting power of the Company’s then outstanding securities; 

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ii. Change in Board of Directors. During any period of two (2)
consecutive years (not including any period prior to the execution of this
Agreement), individuals who at the beginning of such period constitute the
Board, and any new director (other than a director designated by a person who
has entered into an agreement with the Company to effect a transaction described
in Sections 2(b)(i), 2(b)(iii) or 2(b)(iv)) whose election by the Board or
nomination for election by the Company’s stockholders was approved by a vote of
at least two-thirds of the directors then still in office who either were
directors at the beginning of the period or whose election or nomination for
election was previously so approved, cease for any reason to constitute at least
a majority of the members of the Board; 

              
iii. Corporate Transactions. The effective date of a merger or consolidation
of the Company with any other entity, other than a merger or consolidation which
would result in the voting securities of the Company outstanding immediately
prior to such merger or consolidation continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) more than 51% of the combined voting power of the voting
securities of the surviving entity outstanding immediately after such merger or
consolidation and with the power to elect at least a majority of the board of
directors or other governing body of such surviving entity; 

               
iv. Liquidation. The approval by the stockholders of the Company of a
complete liquidation of the Company or an agreement for the sale or disposition
by the Company of all or substantially all of the Company’s assets; and


              
v. Other
Events. There occurs any other event of a nature that would be required to be
reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or a
response to any similar item on any similar schedule or form) promulgated under
the Exchange Act (as defined below), whether or not the Company is then subject
to such reporting requirement. 

For purposes of this Section 2(b), the
following terms shall have the following meanings: 


     (A) “Exchange Act” shall mean the Securities Exchange Act of 1934, as
amended from time to time.


     (B) “Person” shall have the meaning as
set forth in Sections 13(d) and 14(d) of the Exchange Act; provided, however,
that Person shall exclude (i) the Company, (ii) any trustee or other fiduciary
holding securities under an employee benefit plan of the Company, and (iii) any
corporation owned, directly or indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of stock of the
Company.

     (C) “Beneficial Owner” shall have the
meaning given to such term in Rule 13d-3 under the Exchange Act; provided,
however, that Beneficial Owner shall exclude any Person otherwise becoming a
Beneficial Owner by reason of the stockholders of the Company approving a merger
of the Company with another entity. 


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          (c) “Corporate Status” describes the status of a person who is or was a
director, officer, employee or agent of the Company or of any other corporation,
limited liability company, partnership or joint venture, trust, employee benefit
plan or other enterprise which such person is or was serving at the request of
the Company. 

         
(d) “Disinterested Director” means a director of the Company who is not and
was not a party to the Proceeding in respect of which indemnification is sought
by Indemnitee. 

         
(e) “Enterprise” shall mean the Company and any other corporation, limited
liability company, partnership, joint venture, trust, employee benefit plan or
other enterprise of which Indemnitee is or was serving at the request of the
Company as a director, officer, employee, agent or fiduciary. 

         
(f) “Expenses” shall include all reasonable attorneys’ fees, retainers, court
costs, transcript costs, fees of experts, witness fees, travel expenses,
duplicating costs, printing and binding costs, telephone charges, postage,
delivery service fees, any federal, state, local or foreign taxes imposed on
Indemnitee as a result of the actual or deemed receipt of any payments under
this Agreement, ERISA excise taxes and penalties, and all other disbursements or
expenses of the types customarily incurred in connection with prosecuting,
defending, preparing to prosecute or defend, investigating, being or preparing
to be a witness in, or otherwise participating in, a Proceeding. Expenses also
shall include (i) Expenses incurred in connection with any appeal resulting from
any Proceeding, including without limitation the premium, security for, and
other costs relating to any cost bond, supersede as bond, or other appeal bond or
its equivalent, and (ii) for purposes of Section 14(d) only, Expenses incurred
by Indemnitee in connection with the interpretation, enforcement or defense of
Indemnitee’s rights under this Agreement, by litigation or otherwise. The
parties agree that for the purposes of any advancement of Expenses for which
Indemnitee has made written demand to the Company in accordance with this
Agreement, all Expenses included in such demand that are certified by affidavit
of Indemnitee’s counsel as being reasonable shall be presumed conclusively to be
reasonable. Expenses, however, shall not include amounts paid in settlement by
Indemnitee or the amount of judgments or fines against Indemnitee. 

         
(g) “Independent Counsel” means a law firm, or a member of a law firm, that
is experienced in matters of corporation law and neither presently is, nor in
the past five years has been, retained to represent: (i) the Company or
Indemnitee in any matter material to either such party (other than with respect
to matters concerning the Indemnitee under this Agreement, or of other
indemnitees under similar indemnification agreements), or (ii) any other party
to the Proceeding giving rise to a claim for indemnification hereunder.
Notwithstanding the foregoing, the term “Independent Counsel” shall not include
any person who, under the applicable standards of professional conduct then
prevailing, would have a conflict of interest in representing either the Company
or Indemnitee in an action to determine Indemnitee’s rights under this
Agreement. The Company agrees to pay the reasonable fees and expenses of the
Independent Counsel referred to above and to fully indemnify such counsel
against any and all Expenses, claims, liabilities and damages arising out of or
relating to this Agreement or its engagement pursuant hereto. 

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          (h) The term “Proceeding” shall include any threatened, pending or completed
action, suit, arbitration, alternate dispute resolution mechanism,
investigation, inquiry, administrative hearing or any other actual, threatened
or completed proceeding, whether brought in the right of the Company or
otherwise and whether of a civil, criminal, administrative legislative, or
investigative (formal or informal) nature, including any appeal therefrom, in
which Indemnitee was, is or will be involved as a party, potential party,
non-party witness or otherwise by reason of the fact that Indemnitee is or was a
director or officer of the Company, by reason of any action taken by him or of
any action on his part while acting as director or officer of the Company, or by
reason of the fact that he is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation, limited liability
company, partnership, joint venture, trust or other enterprise, in each case
whether or not serving in such capacity at the time any liability or expense is
incurred for which indemnification, reimbursement, or advancement of expenses
can be provided under this Agreement. If the Indemnitee believes in good faith
that a given situation may lead to or culminate in the institution of a
Proceeding, this shall be considered a Proceeding under this paragraph.


         
(i) Reference to “other enterprise” shall include employee benefit plans;
references to “fines” shall include any excise tax assessed with respect to any
employee benefit plan; references to “serving at the request of the Company”
shall include any service as a director, officer, employee or agent of the
Company which imposes duties on, or involves services by, such director,
officer, employee or agent with respect to an employee benefit plan, its
participants or beneficiaries; and a person who acted in good faith and in a
manner he reasonably believed to be in the best interests of the participants
and beneficiaries of an employee benefit plan shall be deemed to have acted in
manner “not opposed to the best interests of the Company” as referred to in this
Agreement. 

    
Section 3. Indemnity in Third-Party Proceedings.
The Company shall indemnify Indemnitee in accordance with the provisions of this
Section 3 if Indemnitee is, or is threatened to be made, a party to or a
participant in any Proceeding, other than a Proceeding by or in the right of the
Company to procure a judgment in its favor. Pursuant to this Section 3,
Indemnitee shall be indemnified to the fullest extent permitted by applicable
law against all Expenses, judgments, fines and amounts paid in settlement
actually and reasonably incurred by Indemnitee or on his behalf in connection
with such Proceeding or any claim, issue or matter therein, if Indemnitee acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Company and, in the case of a criminal proceeding had
no reasonable cause to believe that his conduct was unlawful. The parties hereto
intend that this Agreement shall provide to the fullest extent permitted by law
for indemnification in excess of that expressly permitted by statute, including,
without limitation, any indemnification provided by the Company’s Certificate of
Incorporation, its Bylaws, vote of its stockholders or disinterested directors
or applicable law. 

    
Section 4. Indemnity in Proceedings by or in the Right of the
Company. The Company shall indemnify
Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is,
or is threatened to be made, a party to or a participant in any Proceeding by or
in the right of the Company to procure a judgment in its favor. Pursuant to this
Section 4, Indemnitee shall be indemnified to the fullest extent permitted by
applicable law against all Expenses actually and reasonably incurred by him or
on his behalf in connection with such Proceeding or any claim, issue or matter
therein, if Indemnitee acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Company. No
indemnification for Expenses shall be made under this Section 4 in respect of
any claim, issue or matter as to which Indemnitee shall have been finally
adjudged by a court to be liable to the Company, unless and only to the extent
that the Delaware Court of Chancery or any court in which the Proceeding was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, Indemnitee is fairly
and reasonably entitled to indemnification. 

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     Section
5. Indemnification for Expenses of a Party Who is Wholly or Partly
Successful. Notwithstanding any other provisions of this Agreement, to the fullest
extent permitted by applicable law and to the extent that Indemnitee is a party
to (or a participant in) and is successful, on the merits or otherwise, in any
Proceeding or in defense of any claim, issue or matter therein, in whole or in
part, the Company shall indemnify Indemnitee against all Expenses actually and
reasonably incurred by him in connection therewith. If Indemnitee is not wholly
successful in such Proceeding but is successful, on the merits or otherwise, as
to one or more but less than all claims, issues or matters in such Proceeding,
the Company shall indemnify Indemnitee against all Expenses actually and
reasonably incurred by him or on his behalf in connection with or related to
each successfully resolved claim, issue or matter to the fullest extent
permitted by law. For purposes of this Section and without limitation, the
termination of any claim, issue or matter in such a Proceeding by dismissal,
with or without prejudice, shall be deemed to be a successful result as to such
claim, issue or matter. 

    
Section 6. Indemnification For Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the fullest
extent permitted by applicable law and to the extent that Indemnitee is, by
reason of his Corporate Status, a witness or otherwise asked to participate in
any Proceeding to which Indemnitee is not a party, he shall be indemnified
against all Expenses actually and reasonably incurred by him or on his behalf in
connection therewith, including, in the event that the Indemnitee is a not an
employee of the Company at the time of such Proceeding, reasonable compensation
in connection with preparation and participation in such Proceeding. 

     Section 7. Partial Indemnification. If Indemnitee
is entitled under any provision of this Agreement to indemnification by the
Company for some or a portion of Expenses, but not, however, for the total
amount thereof, the Company shall nevertheless indemnify Indemnitee for the
portion thereof to which Indemnitee is entitled. 

    
Section 8. Additional Indemnification.


         
(a) Notwithstanding any limitation in Sections 3, 4, or 5, the Company shall
indemnify Indemnitee to the fullest extent permitted by applicable law if
Indemnitee is a party to or threatened to be made a party to, or a participant
or witness in, any Proceeding (including a Proceeding by or in the right of the
Company to procure a judgment in its favor, including a Proceeding against
Indemnitee) against all Expenses, judgments, fines and amounts paid in
settlement actually and reasonably incurred by Indemnitee in connection with the
Proceeding. 

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          (b) For purposes of Section 8(a), the meaning of the phrase “to the fullest
extent permitted by applicable law” shall include, but not be limited to:


              
i. to the
fullest extent permitted by the provision of the DGCL that authorizes or
contemplates additional indemnification by agreement, or the corresponding
provision of any amendment to or replacement of the DGCL, and 

              
ii. to the
fullest extent authorized or permitted by any amendments to or replacements of
the DGCL adopted after the date of this Agreement that increase the extent to
which a corporation may indemnify its officers and directors. 

    
Section 9. Exclusions. Notwithstanding any
provision in this Agreement, the Company shall not be obligated under this
Agreement to make any indemnity in connection with any claim made against
Indemnitee: 

          (a) for
which payment has actually been made to or on behalf of Indemnitee under any
insurance policy or other indemnity provision, except with respect to any excess
beyond the amount paid under any insurance policy or other indemnity provision;
or 

         
(b) for (i)
an accounting of profits made from the purchase and sale (or sale and purchase)
by Indemnitee of securities of the Company within the meaning of Section 16(b)
of the Exchange Act (as defined in Section 2(b) hereof) or similar provisions of
state statutory law or common law, or (ii) any reimbursement of the Company by
the Indemnitee of any bonus or other incentive-based or equity-based
compensation or of any profits realized by the Indemnitee from the sale of
securities of the Company, as required in each case under the Exchange Act
(including any such reimbursements that arise from an accounting restatement of
the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the
“Sarbanes-Oxley Act”), or the payment to the Company of profits arising from the
purchase and sale by Indemnitee of securities in violation of Section 306 of the
Sarbanes-Oxley Act); or 

         
(c) except
as provided in Section 14(d) of this Agreement, in connection with any
Proceeding (or any part of any Proceeding) initiated by Indemnitee, including
any Proceeding (or any part of any Proceeding) initiated by Indemnitee against
the Company or its directors, officers, employees or other indemnitees, unless
(i) the Board authorized the Proceeding (or any part of any Proceeding) prior to
its initiation or (ii) the Company provides the indemnification, in its sole
discretion, pursuant to the powers vested in the Company under applicable law.


    
Section 10. Advances of
Expenses. In accordance  with Section 6 of Article VII of the By-laws of the
Company, and notwithstanding  any provision of this Agreement to the contrary, the Company shall advance, to  the extent not
prohibited by law, the Expenses incurred by Indemnitee in  connection with any Proceeding, and such advancement shall be made
within thirty  (30) days after the receipt by the Company of a statement or statements  requesting such advances from time to
time, whether prior to or after final  disposition of any Proceeding. Advances shall be unsecured and interest free.
Advances shall be made without regard to Indemnitee’s ability to repay the  Expenses and without regard to
Indemnitee’s ultimate entitlement to  indemnification under the other provisions of this Agreement. Advances shall
include any and all reasonable Expenses incurred pursuing an action to enforce  this right of advancement, including Expenses
incurred preparing and forwarding  statements to the Company to support the advances claimed. The Indemnitee shall  qualify
for advances upon the execution and delivery to the Company of this  Agreement, which shall constitute an undertaking
providing that the Indemnitee  undertakes to repay the amounts advanced (without interest) to the extent that  it is
ultimately determined that Indemnitee is not entitled to be indemnified by  the Company. No other form of undertaking shall
be required other than the  execution of this Agreement. This Section 10 shall not apply to any claim made  by Indemnitee for
which indemnity is excluded pursuant to Section  9. 

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     Section
11. Procedure
for Notification and Defense of Claim.


          (a) Indemnitee shall notify the Company in writing of any matter with respect
to which Indemnitee intends to seek indemnification or advancement of Expenses
hereunder as soon as reasonably practicable following the receipt by Indemnitee
of written notice thereof. The written notification to the Company shall include
a description of the nature of the Proceeding and the facts underlying the
Proceeding. To obtain indemnification under this Agreement, Indemnitee shall
submit to the Company a written request, including therein or therewith such
documentation and information as is reasonably available to Indemnitee and is
reasonably necessary to determine whether and to what extent Indemnitee is
entitled to indemnification following the final disposition of such action, suit
or proceeding. The omission by Indemnitee to notify the Company hereunder will
not relieve the Company from any liability which it may have to Indemnitee
hereunder or otherwise than under this Agreement, and any delay in so notifying
the Company shall not constitute a waiver by Indemnitee of any rights under this
Agreement. The Secretary of the Company shall, promptly upon receipt of such a
request for indemnification, advise the Board in writing that Indemnitee has
requested indemnification. 

         
(b) The
Company will be entitled to participate in the Proceeding at its own expense.


    
Section 12. Procedure Upon Application for Indemnification.

         
(a) Upon
written request by Indemnitee for indemnification pursuant to the Section 11(a),
a determination, if required by applicable law, with respect to Indemnitee’s
entitlement thereto shall be made in the specific case: (i) if a Change in
Control shall have occurred, by Independent Counsel in a written opinion to the
Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in
Control shall not have occurred, (A) by a majority vote of the Disinterested
Directors, even though less than a quorum of the Board, (B) by a committee of
Disinterested Directors designated by a majority vote of the Disinterested
Directors, even though less than a quorum of the Board, (C) if there are no such
Disinterested Directors or, if such Disinterested Directors so direct, by
Independent Counsel in a written opinion to the Board, a copy of which shall be
delivered to Indemnitee or (D) if so directed by the Board, by the stockholders
of the Company; and, if it is so determined that Indemnitee is entitled to
indemnification, payment to Indemnitee shall be made within ten (10) days after
such determination. Indemnitee shall cooperate with the person, persons or
entity making such determination with respect to Indemnitee’s entitlement to
indemnification, including providing to such person, persons or entity upon
reasonable advance request any documentation or information which is not
privileged or otherwise protected from disclosure and which is reasonably
available to Indemnitee and reasonably necessary to such determination. Any
costs or Expenses (including attorneys’ fees and disbursements) incurred by
Indemnitee in so cooperating with the person, persons or entity making such
determination shall be borne by the Company (irrespective of the determination
as to Indemnitee’s entitlement to indemnification) and the Company hereby
indemnifies and agrees to hold Indemnitee harmless therefrom. 

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          (b) In the event the determination of entitlement to indemnification is to be
made by Independent Counsel pursuant to Section 12(a) hereof, the Independent
Counsel shall be selected as provided in this Section 12(b). If a Change in
Control shall not have occurred, the Independent Counsel shall be selected by
the Board, and the Company shall give written notice to Indemnitee advising him
of the identity of the Independent Counsel so selected. If a Change in Control
shall have occurred, the Independent Counsel shall be selected by Indemnitee
(unless Indemnitee shall request that such selection be made by the Board, in
which event the preceding sentence shall apply), and Indemnitee shall give
written notice to the Company advising it of the identity of the Independent
Counsel so selected. In either event, Indemnitee or the Company, as the case may
be, may, within ten (10) days after such written notice of selection shall have
been given, deliver to the Company or to Indemnitee, as the case may be, a
written objection to such selection; provided, however, that such objection may be
asserted only on the ground that the Independent Counsel so selected does not
meet the requirements of “Independent Counsel” as defined in Section 2 of this
Agreement, and the objection shall set forth with particularity the factual
basis of such assertion. Absent a proper and timely objection, the person so
selected shall act as Independent Counsel. If such written objection is so made
and substantiated, the Independent Counsel so selected may not serve as
Independent Counsel unless and until such objection is withdrawn or a court has
determined that such objection is without merit. If, within twenty (20) days
after the later of submission by Indemnitee of a written request for
indemnification pursuant to Section 11(a) hereof and the final disposition of
the Proceeding, no Independent Counsel shall have been selected and not objected
to, either the Company or Indemnitee may petition a court of competent
jurisdiction for resolution of any objection which shall have been made by the
Company or Indemnitee to the other’s selection of Independent Counsel and/or for
the appointment as Independent Counsel of a person selected by the Court or by
such other person as the Court shall designate, and the person with respect to
whom all objections are so resolved or the person so appointed shall act as
Independent Counsel under Section 12(a) hereof. Upon the due commencement of any
judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement,
Independent Counsel shall be discharged and relieved of any further
responsibility in such capacity (subject to the applicable standards of
professional conduct then prevailing). 

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Section 13. Presumptions and Effect of Certain Proceedings. 

          (a) In making a determination with respect to entitlement to indemnification
hereunder, the person or persons or entity making such determination shall, to
the fullest extent not prohibited by law, presume that Indemnitee is entitled to
indemnification under this Agreement if Indemnitee has submitted a request for
indemnification in accordance with Section 11(a) of this Agreement, and the
Company shall, to the fullest extent not prohibited by law, have the burden of
proof to overcome that presumption in connection with the making by any person,
persons or entity of any determination contrary to that presumption. Neither the
failure of the Company (including by its directors or independent legal counsel)
to have made a determination prior to the commencement of any action pursuant to
this Agreement that indemnification is proper in the circumstances because
Indemnitee has met the applicable standard of conduct, nor an actual
determination by the Company (including by its directors or independent legal
counsel) that Indemnitee has not met such applicable standard of conduct, shall
be a defense to the action or create a presumption that Indemnitee has not met
the applicable standard of conduct. 

          (b) Subject
to Section 14(e), if the person, persons or entity empowered or selected under
Section 12 of this Agreement to determine whether Indemnitee is entitled to
indemnification shall not have made a determination within sixty (60) days after
receipt by the Company of the request therefor, the requisite determination of
entitlement to indemnification shall, to the fullest extent not prohibited by
law, be deemed to have been made and Indemnitee shall be entitled to such
indemnification, absent (i) a misstatement by Indemnitee of a material fact, or
an omission of a material fact necessary to make Indemnitee’s statement not
materially misleading, in connection with the request for indemnification, or
(ii) a prohibition of such indemnification under applicable law; provided,
however, that such 60-day period may be extended for a reasonable time, not to
exceed an additional thirty (30) days, if the person, persons or entity making
the determination with respect to entitlement to indemnification in good faith
requires such additional time for the obtaining or evaluating of documentation
and/or information relating thereto; and provided, further, that the foregoing
provisions of this Section 13(b) shall not apply (i) if the determination of
entitlement to indemnification is to be made by the stockholders pursuant to
Section 12(a) of this Agreement and if (A) within fifteen (15) days after
receipt by the Company of the request for such determination the Board has
resolved to submit such determination to the stockholders for their
consideration at an annual meeting thereof to be held within seventy-five (75)
days after such receipt and such determination is made thereat, or (B) a special
meeting of stockholders is called within fifteen (15) days after such receipt
for the purpose of making such determination, such meeting is held for such
purpose within sixty (60) days after having been so called and such
determination is made thereat, or (ii) if the determination of entitlement to
indemnification is to be made by Independent Counsel pursuant to Section 12(a)
of this Agreement. 

         
(c) The
termination of any Proceeding or of any claim, issue or matter therein, by
judgment, order, settlement or conviction, or upon a plea of nolo contendere or its
equivalent, shall not (except as otherwise expressly provided in this Agreement)
of itself adversely affect the right of Indemnitee to indemnification or create
a presumption that Indemnitee did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the Company
or, with respect to any criminal Proceeding, that Indemnitee had reasonable
cause to believe that his conduct was unlawful. 

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          (d) Reliance as Safe Harbor. For purposes
of any determination of good faith, Indemnitee shall be deemed to have acted in
good faith if Indemnitee’s action is based on the records or books of account of
the Enterprise, including financial statements, or on information supplied to
Indemnitee by the officers of the Enterprise in the course of their duties, or
on the advice of legal counsel for the Enterprise or on information or records
given or reports made to the Enterprise by an independent certified public
accountant or by an appraiser or other expert selected with the reasonable care
by the Enterprise. The provisions of this Section 13(d) shall not be deemed to
be exclusive or to limit in any way the other circumstances in which the
Indemnitee may be deemed to have met the applicable standard of conduct set
forth in this Agreement. 

          (e) Actions of Others. The knowledge
and/or actions, or failure to act, of any director, officer, agent or employee
of the Enterprise shall not be imputed to Indemnitee for purposes of determining
the right to indemnification under this Agreement. 

    
Section 14. Remedies of Indemnitee.

          (a) Subject
to Section 14(e), in the event that (i) a determination is made pursuant to
Section 12 of this Agreement that Indemnitee is not entitled to indemnification
under this Agreement, (ii) advancement of Expenses is not timely made pursuant
to Section 10 of this Agreement, (iii) no determination of entitlement to
indemnification shall have been made pursuant to Section 12(a) of this Agreement
within ninety (90) days after receipt by the Company of the request for
indemnification, (iv) payment of indemnification is not made pursuant to Section
5, 6 or 7 or the last sentence of Section 12(a) of this Agreement within ten
(10) days after receipt by the Company of a written request therefor, (v)
payment of indemnification pursuant to Section 3, 4 or 8 of this Agreement is
not made within ten (10) days after a determination has been made that
Indemnitee is entitled to indemnification, or (vi) in the event that the Company
or any other person takes or threatens to take any action to declare this
Agreement void or unenforceable, or institutes any litigation or other action or
Proceeding designed to deny, or to recover from, the Indemnitee the benefits
provided or intended to be provided to the Indemnitee hereunder, Indemnitee
shall be entitled to an adjudication by a court of his entitlement to such
indemnification or advancement of Expenses. Alternatively, Indemnitee, at his
option, may seek an award in arbitration to be conducted by a single arbitrator
pursuant to the Commercial Arbitration Rules of the American Arbitration
Association. Indemnitee shall commence such proceeding seeking an adjudication
or an award in arbitration within 180 days following the date on which
Indemnitee first has the right to commence such proceeding pursuant to this
Section 14(a); provided, however, that the foregoing clause shall not apply in respect of a
proceeding brought by Indemnitee to enforce his rights under Section 5 of this
Agreement. The Company shall not oppose Indemnitee’s right to seek any such
adjudication or award in arbitration. 

         
(b) In the
event that a determination shall have been made pursuant to Section 12(a) of
this Agreement that Indemnitee is not entitled to indemnification, any judicial
proceeding or arbitration commenced pursuant to this Section 14 shall be
conducted in all respects as a de novo trial, or arbitration, on the
merits and Indemnitee shall not be prejudiced by reason of that adverse
determination. In any judicial proceeding or arbitration commenced pursuant to
this Section 14 the Company shall have the burden of proving Indemnitee is not
entitled to indemnification or advancement of Expenses, as the case may
be. 

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          (c) If a determination shall have been made pursuant to Section 12(a) of this
Agreement that Indemnitee is entitled to indemnification, the Company shall be
bound by such determination in any judicial proceeding or arbitration commenced
pursuant to this Section 14, absent (i) a misstatement by Indemnitee of a
material fact, or an omission of a material fact necessary to make Indemnitee’s
statement not materially misleading, in connection with the request for
indemnification, or (ii) a prohibition of such indemnification under applicable
law. 

          (d) The
Company shall, to the fullest extent not prohibited by law, be precluded from
asserting in any judicial proceeding or arbitration commenced pursuant to this
Section 14 that the procedures and presumptions of this Agreement are not valid,
binding and enforceable and shall stipulate in any such court or before any such
arbitrator that the Company is bound by all the provisions of this Agreement. It
is the intent of the Company that, to the fullest extent permitted by law, the
Indemnitee not be required to incur legal fees or other Expenses associated with
the interpretation, enforcement or defense of Indemnitee’s rights under this
Agreement by litigation or otherwise because the cost and expense thereof would
substantially detract from the benefits intended to be extended to the
Indemnitee hereunder. The Company shall, to the fullest extent permitted by law,
indemnify Indemnitee against any and all Expenses and, if requested by
Indemnitee, shall (within ten (10) days after receipt by the Company of a
written request therefor) advance, to the extent not prohibited by law, such
Expenses to Indemnitee, which are incurred by Indemnitee in connection with any
action brought by Indemnitee for indemnification or advance of Expenses from the
Company under this Agreement or under any directors’ and officers’ liability
insurance policies maintained by the Company if Indemnitee is wholly successful
on the underlying claims; if Indemnittee is not wholly successful on the
underlying claims, then such indemnification and advancement shall be only to
the extent Indemnitee is successful on such underlying claims or otherwise as
permitted by law, whichever is greater. 

         
(e) Notwithstanding anything in this Agreement to the contrary, no
determination as to entitlement of Indemnitee to indemnification under this
Agreement shall be required to be made prior to the final disposition of the
Proceeding. 

    
Section 15. Non-exclusivity; Survival of Rights; Insurance;
Subrogation.

         
(a) The
rights of indemnification and to receive advancement of Expenses as provided by
this Agreement shall not be deemed exclusive of any other rights to which
Indemnitee may at any time be entitled under applicable law, the Company’s
Certificate of Incorporation, the Company’s By-laws, any agreement, a vote of
stockholders or a resolution of directors, or otherwise. No amendment,
alteration or repeal of this Agreement or of any provision hereof shall limit or
restrict any right of Indemnitee under this Agreement in respect of any action
taken or omitted by such Indemnitee in his Corporate Status prior to such
amendment, alteration or repeal. To the extent that a change in Delaware law,
whether by statute or judicial decision, permits greater indemnification or
advancement of Expenses than would be afforded currently under the Company’s
By-laws, Certificate of Incorporation and this Agreement, it is the intent of
the parties hereto that Indemnitee shall enjoy by this Agreement the greater
benefits so afforded by such change. No right or remedy herein conferred is
intended to be exclusive of any other right or remedy, and every other right and
remedy shall be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The
assertion or employment of any right or remedy hereunder, or otherwise, shall
not prevent the concurrent assertion or employment of any other right or
remedy. 

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          (b) To the extent that the Company maintains an insurance policy or policies
providing liability insurance for directors, officers, employees, or agents of
the Company or of any other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise which such person serves at the
request of the Company, Indemnitee shall be covered by such policy or policies
in accordance with its or their terms to the maximum extent of the coverage
available for any such director, officer, employee or agent under such policy or
policies. If, at the time of the receipt of a notice of a claim pursuant to the
terms hereof, the Company has director and officer liability insurance in
effect, the Company shall give prompt notice of such claim or of the
commencement of a proceeding, as the case may be, to the insurers in accordance
with the procedures set forth in the respective policies. The Company shall
thereafter take all necessary or desirable action to cause such insurers to pay,
on behalf of the Indemnitee, all amounts payable as a result of such proceeding
in accordance with the terms of such policies. 

         
(c) In the
event of any payment under this Agreement, the Company shall be subrogated to
the extent of such payment to all of the rights of recovery of Indemnitee, who
shall execute all papers required and take all action necessary to secure such
rights, including execution of such documents as are necessary to enable the
Company to bring suit to enforce such rights. 

         
(d) The
Company shall not be liable under this Agreement to make any payment of amounts
otherwise indemnifiable (or for which advancement is provided hereunder)
hereunder if and to the extent that Indemnitee has otherwise actually received
such payment under any insurance policy, contract, agreement or otherwise.


         
(e) The
Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee
who is or was serving at the request of the Company as a director, officer,
employee or agent of any other corporation, limited liability company,
partnership, joint venture, trust, employee benefit plan or other enterprise
shall be reduced by any amount Indemnitee has actually received as
indemnification or advancement of Expenses from such other corporation, limited
liability company, partnership, joint venture, trust, employee benefit plan or
other enterprise. 

    
Section 16. Duration of Agreement. This Agreement
shall be binding upon the Company and its successors and assigns and shall inure
to the benefit of Indemnitee and his heirs, executors and administrators.


    
Section 17. Severability. If any provision or
provisions of this Agreement shall be held to be invalid, illegal or
unenforceable for any reason whatsoever: (a) the validity, legality and
enforceability of the remaining provisions of this Agreement (including without
limitation, each portion of any Section of this Agreement containing any such
provision held to be invalid, illegal or unenforceable, that is not itself
invalid, illegal or unenforceable) shall not in any way be affected or impaired
thereby and shall remain enforceable to the fullest extent permitted by law; (b)
such provision or provisions shall be deemed reformed to the extent necessary to
conform to applicable law and to give the maximum effect to the intent of the
parties hereto; and (c) to the fullest extent possible, the provisions of this
Agreement (including, without limitation, each portion of any Section of this
Agreement containing any such provision held to be invalid, illegal or
unenforceable, that is not itself invalid, illegal or unenforceable) shall be
construed so as to give effect to the intent manifested
thereby. 

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     Section
18. Enforcement. 

         
(a) The
Company expressly confirms and agrees that it has entered into this Agreement
and assumed the obligations imposed on it hereby in order to induce Indemnitee
to serve as a director or officer of the Company, and the Company acknowledges
that Indemnitee is relying upon this Agreement in serving as a director or
officer of the Company. 

         
(b) This
Agreement constitutes the entire agreement between the parties hereto with
respect to the subject matter hereof and supersedes all prior agreements and
understandings, oral, written and implied, between the parties hereto with
respect to the subject matter hereof; provided, however, that this Agreement is
a supplement to and in furtherance of the Certificate of Incorporation of the
Company, the By-laws of the Company and applicable law, and shall not be deemed
a substitute therefor, nor to diminish or abrogate any rights of Indemnitee
thereunder. 

    
Section 19. Modification and
Waiver. No supplement, modification or amendment of this Agreement shall be
binding unless  executed in writing by the parties thereto. No waiver of any of the provisions  of this Agreement shall be
deemed or shall constitute a waiver of any other  provisions of this Agreement nor shall any waiver constitute a continuing
waiver. 

    
Section 20. Notice by Indemnitee. Indemnitee
agrees promptly to notify the Company in writing upon being served with any
summons, citation, subpoena, complaint, indictment, information or other
document relating to any Proceeding or matter which may be subject to
indemnification or advancement of Expenses covered hereunder. The failure of
Indemnitee to so notify the Company shall not relieve the Company of any
obligation which it may have to the Indemnitee under this Agreement or
otherwise.

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     Section 21. Notices.
 All  notices, requests, demands and other communications under this Agreement shall  be in writing and shall be deemed to
have been duly given if (a) delivered by  hand and receipted for by the party to whom said notice or other communication
shall have been directed, (b) mailed by certified or registered mail with  postage prepaid, on the third business day after
the date on which it is so  mailed, (c) mailed by reputable overnight courier and receipted for by the party  to whom said
notice or other communication shall have been directed or (d) sent  by facsimile transmission, with receipt of oral
confirmation that such  transmission has been received: 

          (a) If to Indemnitee, at the address indicated on the signature page of this
Agreement, or such other address as Indemnitee shall provide to the Company.


         
(b) If to
the Company to 

          Geron Corporation
          Attn: Chief
Legal Officer
          230
Constitution Drive
          Menlo Park,
California 94025
          Fax:
650.473.7750 

          with a copy
to (which copy shall not constitute notice): 

          Latham
& Watkins LLP 
          Attn: Alan
C. Mendelson, Esq. & Mark V. Roeder, Esq.
          140 Scott
Drive
         
Menlo Park, California 94025
          Fax:
650.463.2600 

or to any other address as may have
been furnished to Indemnitee by the Company. 

    
Section 22. Contribution.
To the fullest extent  permissible under applicable law, if the indemnification provided for in this  Agreement is
unavailable to Indemnitee for any reason whatsoever, the Company,  in lieu of indemnifying Indemnitee, shall contribute to
the amount incurred by  Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid  or to be paid in
settlement and/or for Expenses, in connection with any claim  relating to an indemnifiable event under this Agreement, in
such proportion as  is deemed fair and reasonable in light of all of the circumstances of such  Proceeding in order to
reflect (i) the relative benefits received by the Company  and Indemnitee as a result of the event(s) and/or transaction(s)
giving cause to  such Proceeding; and/or (ii) the relative fault of the Company (and its  directors, officers, employees and
agents) and Indemnitee in connection with  such event(s) and/or transaction(s). 

    
Section 23. Applicable Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be
governed by, and construed and enforced in accordance with, the laws of the
State of Delaware, without regard to its conflict of laws rules. Except with
respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of
this Agreement, the Company and Indemnitee hereby irrevocably and
unconditionally (i) agree that any action or proceeding arising out of or in
connection with this Agreement shall be brought only in the Chancery Court of
the State of Delaware (the “Delaware Court”), and not in any other state or
federal court in the United States of America or any court in any other country,
(ii) consent to submit to the exclusive jurisdiction of the Delaware Court for
purposes of any action or proceeding arising out of or in connection with this
Agreement, (iii) appoint, to the extent such party is not otherwise subject to
service of process in the State of Delaware, irrevocably Corporation Service
Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808 as its
agent in the State of Delaware as such party’s agent for acceptance of legal
process in connection with any such action or proceeding against such party with
the same legal force and validity as if served upon such party personally within
the State of Delaware, (iv) waive any objection to the laying of venue of any
such action or proceeding in the Delaware Court, and (v) waive, and agree not to
plead or to make, any claim that any such action or proceeding brought in the
Delaware Court has been brought in an improper or inconvenient
forum. 

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Section 24. Identical Counterparts. This Agreement
may be executed in one or more counterparts, each of which shall for all
purposes be deemed to be an original but all of which together shall constitute
one and the same Agreement. Only one such counterpart signed by the party
against whom enforceability is sought needs to be produced to evidence the
existence of this Agreement. 

    
Section 25. Previous Agreements. This Agreement
supersedes and replaces any and all previous agreements between the Company and
Indemnitee covering the subject matter of this Agreement. 

     Section 26. Miscellaneous. Use of the masculine
pronoun shall be deemed to include usage of the feminine pronoun where
appropriate. The headings of this Agreement are inserted for convenience only
and shall not be deemed to constitute part of this Agreement or to affect the
construction thereof. 

    
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed
as of the day and year first above written. 

	GERON CORPORATION		INDEMNITEE	
	 	 
	By: 	 	 	 	
	Name:		Name:	 
	Office:		Address:	



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