EXHIBIT 10.31

CONSULTING AGREEMENT 

     This
Consulting Agreement (the “Agreement”), made effective as of January 14, 2012
(the “Effective Date”), sets forth the terms and conditions mutually agreed
between Geron Corporation (“Geron”), a Delaware corporation having its principal
place of business at 230 Constitution Drive, Menlo Park, California 94025; and
Jane S. Lebkowski, Ph.D., having a home address at [HOME ADDRESS] (“Lebkowski”
or “you”) with respect to Services (as defined below) to be provided by you to
Geron. This Agreement supersedes all other understandings, oral or written,
between Geron and you with regard to services provided by you to Geron after the
Effective Date. 

1. Services.

    
a) Scope. You will provide advice and consultation with respect to Geron’s
research, preclinical and clinical activities, technical or scientific matters,
programs, strategies, business and financial opportunities and plans, products
and product candidates, and any other matters reasonably requested by Geron (the
“Services”). 

All Services you provide to Geron after
the Effective Date will be deemed to be provided pursuant to this
Agreement.

    
b) Time and Place. You will provide Services as needed upon request by Geron or
its representatives. The Services may include consultations in meetings, by
telephone, e-mail, or letter, and literature research, analysis or computation
as requested by Geron or its representatives. Unless otherwise terminated as
provided below or extended by mutual agreement in writing, the term of this
Agreement shall extend through March 31, 2012, with the option to extend the
term by written notice to you through June 30, 2012, if requested by Geron (the
“Term”).

    
c) Nature of Services. In rendering Services to Geron, you will act as an
independent contractor and not as an employee of Geron.

2.
Compensation. 

    
a) Fees. As compensation for the Services, Geron will pay you at the rate of
four hundred ($400.00) USD per hour for Services provided by you to Geron.


    
b) Expenses. Geron will reimburse you for reasonable expenses incurred in providing
the Services, provided that you obtain the prior written approval of Geron for
any such expenses. Geron will not reimburse you for travel time or costs unless
approved in writing in advance.

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c) Equity.
Stock options and restricted stock awards
granted to you during the period of your full-time employment at Geron will
continue to vest for the duration of the period in which you are a
Service Provider (as defined by Geron’s 2002 Equity Incentive Plan (as amended
and restated) (the “2002 Plan)), or a Consultant (as defined by Geron’s 2011
Incentive Award Plan (the “2011 Plan”)) to Geron. Copies of the 2002 Plan and
the 2011 Plan are provided to you herewith. When you cease to be a Service
Provider under the 2002 Plan or a Consultant under the 2011 Plan, as applicable,
(1) you will be given a summary of such stock options and restricted stock
awards, and (2) any unvested stock options and unvested restricted stock awards
will automatically cease to vest, and will be canceled and returned to Geron.
You will have until December 31, 2013 (the “Exercise Period”) to exercise any
vested outstanding stock options. If you wish to exercise vested stock options
during the Exercise Period when Geron is in a blackout period, you should
contact Geron’s Accounting Department to determine how the exercise of vested
stock options may be handled during a black-out period. After April 12, 2012,
your outstanding incentive stock options (ISOs) (vested and unvested) will
convert to nonstatutory stock options (NSOs) in accordance with IRS rules. This
conversion does not affect the exercisability or vesting schedule of such
options. 

     d)
Documentation. You will submit to Geron invoices for your fees and expenses in the
form of Exhibit A within fifteen (15) days after the end of the month in which the
invoiced expense is incurred. You will also submit any further documentation
reasonably requested by Geron. Geron will pay the fees and expenses within
thirty (30) days after receipt of the invoice and any such further documentation
which may be requested by Geron. 

3. Ownership of
Developments Arising from Services. 

    
a. “Developments” include, without limitation, ideas, concepts,
discoveries, inventions, developments, know-how, patent rights, trade secrets,
techniques, writings, data, and other rights (whether or not protectible under
applicable patent, trademark, copyright, trade secret, or other intellectual
property laws) that are conceived, developed, made, or reduced to practice by
you in the course of performing Services under this Agreement. 

    
b. You hereby acknowledge and agree that Geron shall be the sole and
exclusive owner of all Developments made in the course of performing Services
under this Agreement. 

    
c. You shall promptly and fully disclose to Geron in writing any
Developments made during the term of this Agreement.

    
d. You hereby irrevocably assign, transfer and convey to Geron or its
designee(s) all rights, title, and interests worldwide in and to all
Developments and all applicable intellectual property rights related to any
Development, including, without limitation, copyrights, trademarks, trade
secrets, patents, moral rights, contract, and licensing rights. This includes
all U.S. and foreign patents, re-examinations, reissues, renewals, extensions
and term restorations, and foreign counterparts thereof, and all pending
applications, inventors’ certificates, and all rights under the International
Convention for the Protection of Industrial Property. Any copyrightable material
produced by you under this Agreement shall be considered work made for
hire.

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     e. You hereby
covenant that upon request of Geron, its successors, or its legal
representatives, whether during or after the term of this Agreement, you will
sign and have delivered all documents needed to complete conveyance or protect
Geron’s rights in the Developments.

4.
Confidentiality.

    
a. You will treat as confidential all non-public information disclosed to
you by Geron or its representatives, or generated in the course of providing
Services under this Agreement (“Proprietary Information”).

    
b. You will not use or disclose to any party other than Geron or its
representatives any Proprietary Information without the prior written consent of
Geron, except as may be necessary in the course of performing Services. However,
you will not have any obligation of confidence and non-use with respect to
Proprietary Information which you can document to have been:

	            	(i)	      	rightfully in the public domain
      as of the Effective Date or which comes into the public domain through no
      wrongful act or omission by you; or
		 
	 	(ii)	 	developed independently by you
      without any use of any Proprietary Information or Geron facilities, and
      without the participation of any Geron personnel; or
		 
	 	(iii)	 	rightfully disclosed to you
      without restriction by a third party under no obligation of
      confidentiality to Geron; or
		 
	 	(iv)	 	independently developed by you
      without the use of Proprietary Information provided by the Disclosing
      Party.


    
c. Confidentiality obligations under this Agreement shall not apply to
Proprietary Information that is required by law to be disclosed; provided,
however, that you provide prompt written notice of such required disclosure to
Geron, make a reasonable effort to obtain a protective or other order
maintaining the confidentiality of the Proprietary Information, and take
reasonable steps to enable the Geron to seek a protective order or otherwise
prevent disclosure of such information. 

    
d. Promptly, and in any event within ten (10) business days after expiration
or termination of this Agreement, or receipt of a written request by Geron, you
will return to Geron any Proprietary Information (including all documents and
electronic media containing the same and any and all copies thereof) received
from Geron. 


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5. Other Activities and
Obligations. 

    
a) No Conflicts. You represent and warrant that: 

	            	(i)	      	Your rendering of Services and
      performance of this Agreement does not conflict with and will not violate
      any obligations you have to any other person or entity; and
		 
	 	(ii)	 	You will not use the proprietary
      information of any other person or entity in the course of rendering
      Services to Geron or disclose any such information to
  Geron.


     b)
Non-Solicitation. During the Term of this Agreement and for one (1) year thereafter, you
will not, without Geron’s prior written consent solicit any employees of Geron
to work for an employer that competes with Geron.

    
c) Competitive
Activities. You have informed Geron that you
may wish to provide consulting or business services to other individuals or
entities during the Term of this Agreement. You will notify Geron in writing of
any proposed consulting relationships, director positions, board memberships,
employment relationship, or advisory relationships which you desire to enter
during the Term, in order to seek Geron’s consent thereto. If Geron does not
consent, Geron will be entitled to terminate this Agreement effective
immediately upon written notice to you. If Geron does consent, you will be
responsible for ensuring that the terms and conditions of any business
relationship entered by you do not conflict with the terms and conditions of
this Agreement, including, without limitation, terms and conditions governing
Developments, conflicts, and Proprietary Information.

6. Indemnification. Geron will defend, indemnify and
hold you harmless from any claim, including, without limitation, any lawsuits,
liabilities, losses, costs, and expenses suffered or incurred as a result of any
suit or proceeding brought against you, to the extent such claim arises from
Geron’s gross negligence or willful misconduct. You will promptly notify Geron
of any claim you believe is subject to this paragraph. Geron will have the right
to defend against, settle or compromise such claim, and you will cooperate with
Geron in any such defense, settlement or compromise. You will not enter into any
settlement agreement or other voluntary resolution of any such claim without
first obtaining the written consent of Geron. Geron will not settle or consent
to an adverse judgment with respect to a claim that adversely affects your
rights or interests, without your prior written consent, which consent shall not
be unreasonably withheld. Under no circumstances shall either party be liable to
the other party for loss of use or profits, or any other collateral, special,
indirect or consequential damages, losses, or expenses in connection with this
Agreement. 

7.
Miscellaneous. 

    
a) Documents and
Property. You will be provided with such
access to Geron’s facilities, e-mail and voicemail as Geron customarily provides
to its consultants and deems appropriate for the performance of Services
hereunder. Such access shall be at Geron’s sole discretion and may be terminated
by Geron at any time. All documents, records, and other physical property
furnished to you by Geron, in the possession of you as a result of your prior
employment relationship with Geron, or produced by you in connection with the
Services shall be and remain the sole property of Geron. You will return to
Geron all such materials and property, as well as any Proprietary Information,
in accordance with the terms of this Agreement, as and when requested by Geron.


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     b)
Termination. Either Geron or you may terminate this Agreement at any time, with or
without cause, upon thirty (30) days prior written notice. In the event of
termination you will be compensated for Services actually rendered but not yet
paid for by Geron, upon submission and approval of an invoice. Sections 3, 4,
5(b), 6 and 7(d) of this Agreement will survive any expiration or termination of
this Agreement. 

    
c) Injunctive Relief. You agree and acknowledge that a breach of any of the
covenants contained herein will result in irreparable and continuing damage to
Geron for which there will be no adequate remedy at law and that, in the event
of such breach, Geron, in addition to any other remedies it may have, will be
entitled to a restraining order, injunction, or other similar remedy in order to
specifically enforce the provisions of this Agreement.

    
d) No Assignment; Governing Law;
Binding Effect; Amendments. You will not
assign your rights or delegate your responsibilities under this Agreement
without the prior written consent of Geron. This Agreement will be governed by
California law. This Agreement may be amended only in writing by the parties
hereto. 

AGREED AND ACCEPTED: 

	Geron Corporation		Consultant
	 
	/s/ John A.
      Scarlett	 	/s/ Jane
      Lebkowski
	John A. Scarlett, M.D.	 	Jane S. Lebkowski, Ph.D.
	Chief Executive Officer		
	 
	Date: 12/19/11		Date: Dec 29, 2011



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EXHIBIT A – INVOICE 

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