EXHIBIT 4.3 

COMMON STOCK PURCHASE AGREEMENT


THIS COMMON STOCK PURCHASE AGREEMENT
(“Agreement”) is made and entered into as of January 27, 2009 (the
“Effective Date”), by and between GERON CORPORATION, a Delaware corporation
having its principal place of business at 230 Constitution Drive, Menlo Park,
California 94025 (“Geron”), and Samchully Pharm. Co., Ltd., having a principal
place of business at 947-7, Daechi-dong, Gangnam-gu, Seoul, Korea
(“Manufacturer”). 

	      	A.	      	Geron and Manufacturer
      are the parties to that certain Master Manufacturing Agreement dated as of
      March 9, 2005 (the “Manufacturing
      Agreement”), and related Addendum
      Agreements (“Addendum
      Agreement”) under which Geron has
      agreed to purchase certain products and services from Manufacturer and
      Manufacturer has agreed to supply such products and services to Geron on
      the terms set forth therein.
		 
		B.		Pursuant to the
      Amendment No. 1 to the Manufacturing Agreement, dated as of May 12, 2008,
      Geron is entitled to pay the purchase price of products and services by
      delivery of shares of Geron’s Common Stock (the “Shares”).


THE PARTIES AGREE AS FOLLOWS:


	1.		ISSUANCE OF SHARES;
      ADJUSTMENTS
			 
	
             As payment of the costs for activities to be performed
      pursuant to Addendum Agreement No. 10, Geron will issue and deliver
      certificates for 30,884 Shares. Upon issuance and delivery of the
      certificate(s) for the Shares, all Shares shall be duly authorized and
      validly issued and represent fully paid shares of Geron’s Common Stock.
      

			 
	2.		CLOSING;
      DELIVERY
					  
		      	2.1	      	The
      consummation of the transaction contemplated by this Agreement (a
      “Closing”) shall be held at such time and place as is mutually
      agreed upon between the parties, but in any event Geron shall make
      commercially reasonable efforts to accomplish the Closing no later than
      five (5) business days after the Effective Date hereof (the
      “Closing Date”). At the Closing, Geron shall deliver to Manufacturer
      one or more certificates representing all of the Shares, which Shares
      shall be issued in the name of Manufacturer or its designee and in such
      denominations as Manufacturer shall specify.
			 
			2.2		Geron’s
      obligations to issue and deliver the stock certificate(s) representing the
      Shares to Manufacturer at the Closing shall be subject to the following
      conditions, which may be waived by Geron:
			 
			 		2.2.1	      	the covenants and
      obligations that Manufacturer is required to perform or to comply with
      pursuant to this Agreement, at or prior to the Closing, must have been
      duly performed and complied with in all material respects;
and
			 
			 		2.2.2		the representations
      and warranties made by Manufacturer herein shall be true and correct in
      all material respects as of the Closing Date.
			 
			2.3		Manufacturer’s obligation to accept delivery of the stock
      certificate(s) representing the Shares at the Closing shall be subject to
      the following conditions, any one or more of which may be waived by
      Manufacturer:
			 
			 		2.3.1		the covenants and
      obligations that Geron is required to perform or to comply with pursuant
      to this Agreement, at or prior to the Closing, must have been duly
      performed and complied with in all material
respects;







					2.3.2		Geron shall have available under
      its Certificate of Incorporation sufficient authorized shares of Common
      Stock to issue the Shares to Manufacturer; and
							 
	 		 		2.3.3	      	the representation and
      warranties made by Geron herein shall be true and correct in all material
      respects as of the Closing Date.
	 
	3.	      	RESTRICTIONS ON RESALE OF SHARES
	 
	 		3.1		Legends. Manufacturer
      understands and acknowledges that the Shares are not registered under the
      Securities Act of 1933 (the “Act”), and that under the Act and other
      applicable laws Manufacturer may be required to hold such Shares for an
      indefinite period of time. Each stock certificate representing Shares
      shall bear the following legends:
	 
	 		 		“THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). ANY TRANSFER OF SUCH
      SECURITIES SHALL BE INVALID UNLESS A REGISTRATION STATEMENT UNDER THE ACT
      IS IN EFFECT AS TO SUCH TRANSFER OR, IN THE OPINION OF COUNSEL REASONABLY
      ACCEPTABLE TO GERON, SUCH REGISTRATION IS UNNECESSARY FOR SUCH TRANSFER TO
      COMPLY WITH THE ACT. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THE
      TERMS OF THE COMMON STOCK PURCHASE AGREEMENT BY AND BETWEEN GERON AND
      MANUFACTURER DATED AS OF JANUARY 27, 2009. A COPY OF THE AGREEMENT CAN BE
      OBTAINED FROM THE SECRETARY OF GERON.”
	 
	 		3.2		Limits on
      Sales. Manufacturer agrees that if it
      decides to resell some or all of the Shares, it will do so only through
      orderly sales executed through a top-tier brokerage house, and in an
      appropriate manner based upon whether the shares are registered or
      unregistered, i.e., on the Nasdaq Global Market or in a Rule 144 compliant
      transaction. Manufacturer further agrees that it will not engage in short
      selling with respect to the Shares.
	 
	 		3.3		Further
      Limitations. Geron shall not be
      required (i) to transfer on its books any Shares that have been sold or
      otherwise transferred in violation of any of the provisions of this
      Agreement or applicable securities laws; or (ii) to treat as owner of such
      Shares or to accord the right to vote or pay dividends to any purchaser or
      other transferee to whom such Shares shall have been so transferred in
      violation of any of the provisions of this Agreement or applicable
      securities laws.
	 
	4.		REGISTRATION RIGHTS
	 
	 		4.1	      	Geron agrees
      to make commercially reasonable efforts to file with the Securities and
      Exchange Commission (the “Commission”) within ten (10)
      business days after the Closing Date, a registration statement under the
      Act (the “Registration
      Statement”), on Form S-3 or other
      appropriate form, so as to permit a non-underwritten public offering and
      resale of the Shares under the Act by Manufacturer. Geron agrees to
      diligently pursue making the Registration Statement effective. Geron will
      make commercially reasonable efforts to notify Manufacturer of the
      effectiveness of the Registration Statement within one (1) business day of
      receiving notice from the Commission.
	 
	 		4.2		Geron will
      make commercially reasonable efforts to maintain the Registration
      Statement and any post-effective amendment thereto filed under this
      Section 4 effective under the Act until the earliest of (i) the date that
      none of the Shares covered by such Registration Statement are issued and
      outstanding, (ii) the date that all of the Shares have been sold pursuant
      to such Registration Statement, (iii) the date Manufacturer receives an
      opinion of counsel from Geron, which counsel shall be reasonably
      acceptable to Manufacturer, that the Shares may be sold under the
      provisions of Rule 144 without limitation as to volume, (iv) the date that
      all Shares have been otherwise transferred to persons who may trade such
      shares without restriction under the Act, and Geron has delivered a new
      certificate or other evidence of ownership for such securities not bearing
      a restrictive legend, or (v) the date all Shares may be sold at any time,
      without volume or manner of sale limitations pursuant to Rule 144 or any
      similar provision then in effect under the Act in the opinion of counsel
      to Geron, which counsel shall be reasonably acceptable to
      Manufacturer.


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	 		4.3		Geron, at its expense,
      shall furnish to Manufacturer with respect to the Shares registered under
      the Registration Statement such reasonable number of copies of the
      Registration Statement, prospectuses and preliminary prospectuses in
      conformity with the requirements of the Act and such other documents as
      Manufacturer may reasonably request, in order to facilitate the public
      sale or other disposition of all or any of the Shares by Manufacturer,
      provided, however, that the obligation of Geron to deliver copies of
      prospectuses or preliminary prospectuses to Manufacturer shall be subject
      to the receipt by Geron of reasonable assurances from Manufacturer that
      Manufacturer will comply with the applicable provisions of the Act and of
      such other securities or blue sky laws as may be applicable in connection
      with any use of such prospectuses or preliminary
prospectuses.
	 
	 		4.4		All fees,
      disbursements and out-of-pocket expenses and costs incurred by Geron in
      connection with the preparation and filing of the Registration Statement
      under Section 4.1 and in complying with applicable securities and Blue Sky
      laws (including, without limitation, all attorneys' fees of Geron) shall
      be borne by Geron. Manufacturer shall bear the cost of fees and expenses
      of Manufacturer’s counsel.
	 
	 		4.5		Geron will advise
      Manufacturer promptly after it shall receive notice or obtain knowledge of
      the issuance of any stop order by the Commission delaying or suspending
      the effectiveness of the Registration Statement or of the initiation of
      any proceeding for that purpose, and Geron will use its commercially
      reasonable efforts to prevent the issuance of any stop order or to obtain
      its withdrawal at the earliest possible moment if such stop order should
      be issued.
	 
	 		4.6		With a view to making
      available to Manufacturer the benefits of Rule 144 (or its successor rule)
      and any other rule or regulation of the Commission that may at the time
      permit Manufacturer to sell the Shares to the public without registration,
      Geron covenants and agrees to make commercially reasonable efforts to: (i)
      make and keep public information available, as those terms are understood
      and defined in Rule 144, until the earliest of (A) such date as all of the
      Shares may be resold pursuant to Rule 144 or any other rule of similar
      effect or (B) such date as all of the Shares shall have been resold; and
      (ii) file with the Commission in a timely manner all reports and other
      documents required of Geron under the Act and under the Securities
      Exchange Act of 1934, as amended (the “Exchange Act”).
	 
	 		4.7		Manufacturer will
      cooperate with Geron in all respects in connection with this Agreement,
      including timely supplying all information reasonably requested by Geron
      (which shall include all information regarding Manufacturer and proposed
      manner of sale of the Shares required to be disclosed in any Registration
      Statement) and executing and returning all documents reasonably requested
      in connection with the registration and sale of the Shares and entering
      into and performing their obligations under any underwriting agreement, if
      the offering is an underwritten offering, in usual and customary form,
      with the managing underwriter or underwriters of such underwritten
      offering. Nothing in this Agreement shall obligate Manufacturer to consent
      to be named as an underwriter in any Registration Statement.
	 
	5.		INDEMNIFICATION
	 
	 	      	5.1	      	Geron agrees to
      indemnify and hold harmless Manufacturer (and each person, if any, who
      controls Manufacturer within the meaning of Section 15 of the Act, and
      each officer and director of Manufacturer) against any and all losses,
      claims, damages or liabilities (or actions or proceedings in respect
      thereof), joint or several, directly or indirectly based upon or arising
      out of (i) any untrue statement or alleged untrue statement of any
      material fact contained in the Registration Statement, any preliminary
      prospectus, final prospectus or summary prospectus contained therein or
      used in connection with the offering of the Shares, or any amendment or
      supplement thereto, or (ii) any omission or alleged omission to state a
      material fact required to be stated therein or necessary to make the
      statements therein not misleading; 
	 


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		 		and Geron will
      reimburse each such indemnified party for any legal or any other expenses
      reasonably incurred by them in connection with investigating, preparing,
      pursuing or defending any such loss, claim, damage, liability, action or
      proceeding, except insofar as any such loss, claim, damage, liability,
      action, proceeding or expense (A) arises out of or is based upon an untrue
      statement or alleged untrue statement or omission or alleged omission made
      in the Registration Statement, any such preliminary prospectus, final
      prospectus, summary prospectus, amendment or supplement in reliance upon
      and in conformity with written information furnished to Geron by
      Manufacturer or such other person expressly for use in the preparation
      thereof, (B) the failure of Manufacturer to comply with its covenants and
      agreements contained in Sections 7.1 or 7.5.2 hereof or (C) any
      misstatement or omission in any prospectus that is corrected in any
      subsequent prospectus that was delivered to Manufacturer prior to the
      pertinent sale or sales by Manufacturer. Such indemnity shall remain in
      full force and effect, regardless of any investigation made by such
      indemnified party and shall survive the transfer of the Shares by
      Manufacturer.
		 
	         	5.2	      	Manufacturer agrees to
      indemnify and hold harmless Geron (and each person, if any, who controls
      Geron within the meaning of Section 15 of the Act, each officer of Geron
      who signs the Registration Statement and each director of Geron) from and
      against losses, claims, damages or liabilities (or actions or proceedings
      in respect thereof), joint or several, directly or indirectly based upon
      or arising out of, (i) any failure of Manufacturer to comply with the
      covenants and agreements contained in Sections 7.1 and 7.5.2 hereof or
      (ii) any untrue statement of a material fact contained in the Registration
      Statement or any omission of a material fact required to be stated in the
      Registration Statement or necessary in order to make the statements in the
      Registration Statement not misleading if such untrue statement or omission
      was made in reliance upon and in conformity with written information
      furnished to Geron by or on behalf of Manufacturer specifically for use in
      preparation of the Registration Statement; provided, however, that
      Manufacturer shall not be liable in any such case for (A) any untrue
      statement or omission in the Registration Statement, prospectus, or other
      such document which statement is corrected by Manufacturer and delivered
      to Geron prior to the sale from which such loss occurred, (B) any untrue
      statement or omission in any prospectus which is corrected by Manufacturer
      in any subsequent prospectus, or supplement or amendment thereto, and
      delivered to Geron prior to the sale or sales from which a loss or
      liability arose, or (C) any failure by Geron to fulfill any of its
      obligations under Section 5.1 hereof.
		 
		5.3		Promptly after receipt
      by any indemnified person of a notice of a claim or the beginning of any
      action in respect of which indemnity is to be sought against an
      indemnifying person pursuant to this Section 5, such indemnified person
      shall notify the indemnifying person in writing of such claim or of the
      commencement of such action, but the omission to so notify the
      indemnifying party will not relieve it from any liability which it may
      have to any indemnified party under this Section 5 (except to the extent
      that such omission materially and adversely affects the indemnifying
      party’s ability to defend such action) or from any liability otherwise
      than under this Section 5. Subject to the provisions hereinafter stated,
      in case any such action shall be brought against an indemnified person,
      the indemnifying person shall be entitled to participate therein, and, to
      the extent that it shall elect by written notice delivered to the
      indemnified party promptly after receiving the aforesaid notice from such
      indemnified party, shall be entitled to assume the defense thereof, with
      counsel reasonably satisfactory to such indemnified person. After notice
      from the indemnifying person to such indemnified person of its election to
      assume the defense thereof, such indemnifying person shall not be liable
      to such indemnified person for any legal expense subsequently incurred by
      such indemnified person in connection with the defense thereof, provided,
      however, that if there exists or shall exist a conflict of interest that
      would make inappropriate, in the reasonable opinion of counsel to the
      indemnified person, for the same counsel to represent both the indemnified
      person and such indemnifying person or any affiliate or associate thereof,
      the indemnified person shall be entitled to retain its own counsel at the
      expense of such indemnifying person; provided, however, that no
      indemnifying person shall be responsible for the fees and expenses of more
      than one separate counsel (together with appropriate local counsel) for
      all indemnified parties.


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					In no event shall any
      indemnifying person be liable in respect to any amounts paid in settlement
      of any action unless the indemnifying person shall have approved the terms
      of such settlement. No indemnifying person shall, without the prior
      written consent of the indemnified person, effect any settlement of any
      pending or threatened proceeding in respect of which any indemnified
      person is or could have been a party and indemnification could have been
      sought hereunder by such indemnified person, unless such settlement
      includes an unconditional release of such indemnified person from all
      liability on claims that are the subject matter of such
    proceeding.
					 
	 		5.4		The provisions of this
      Section 5 shall survive the termination of this Agreement.
	 
	6.	      	REPRESENTATIONS AND ACKNOWLEDGEMENT OF GERON
	 
	 		Geron hereby
      represents, warrants and covenants to Manufacturer as
follows:
	 
	 		6.1	      	Organization, Good
      Standing and Qualification. Geron is a
      corporation duly organized, validly existing and in good standing under
      the laws of the State of Delaware and has all requisite corporate power
      and authority to carry on its business as now conducted and as presently
      proposed to be conducted. Geron is duly qualified to transact business and
      is in good standing as a foreign corporation in each jurisdiction in which
      the failure to so qualify would have a material adverse effect on its
      business or properties.
	 
	 		6.2		Authorization. All corporate
      action on the part of Geron, its officers, directors and stockholders
      necessary for the authorization, execution and delivery of this Agreement,
      the performance of all obligations of Geron hereunder and the
      authorization, issuance and delivery of the Shares has been taken or will
      be taken prior to the Closing, and this Agreement, when executed and
      delivered will constitute valid and legally binding obligations of Geron,
      enforceable against Geron in accordance with their terms, except as
      limited by applicable bankruptcy, insolvency, reorganization, moratorium,
      fraudulent conveyance and other laws of general application affecting
      enforcement of creditors’ rights generally, as limited by laws relating to
      the availability of specific performance, injunctive relief or other
      equitable remedies.
	 
	 		6.3		Valid Issuance of
      Common Stock. The Shares, 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.
	 
	 		6.4		Legal Proceedings
      and Orders. There is no action, suit,
      proceeding or investigation pending or threatened against Geron that
      questions the validity of this Agreement or the right of Geron to enter
      into this Agreement or to consummate the transactions contemplated hereby,
      nor is Geron aware of any basis for any of the forgoing. Geron is neither
      a party nor subject to the provisions of any order, writ, injunction,
      judgment or decree of any court or government agency or instrumentality
      that would affect the ability of Geron to enter into this Agreement or to
      consummate the transactions contemplated hereby.
	 
	7.		REPRESENTATIONS AND ACKNOWLEDGEMENTS OF
  MANUFACTURER
	 
	 		Manufacturer
      hereby represents, warrants, acknowledges and agrees that:
	 
	 		7.1		Investment. Manufacturer is
      acquiring the Shares for Manufacturer’s own account, and not directly or
      indirectly for the account of any other person. Manufacturer is acquiring
      the Shares for investment and not with a view to distribution or resale
      thereof, except in compliance with the Act and any applicable state law
      regulating securities.


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		7.2		Access to
      Information. Manufacturer has consulted
      with its own attorney, accountant, or investment advisor as Manufacturer
      has deemed advisable with respect to the investment and has determined its
      suitability for Manufacturer. Manufacturer has had the opportunity to ask
      questions of, and to receive answers from, appropriate executive officers
      of Geron with respect to the terms and conditions of the transactions
      contemplated hereby and with respect to the business, affairs, financial
      condition and results of operations of Geron. Manufacturer has had access
      to such financial and other information as is necessary in order for
      Manufacturer to make a fully informed decision as to investment in Geron,
      and has had the opportunity to obtain any additional information necessary
      to verify any of such information to which Manufacturer has had access.
      Manufacturer acknowledges that neither Geron nor any of its officers,
      directors, employees, agents, representatives, or advisors have made any
      representation or warranty other than those specifically expressed
      herein.
		 
		7.3		Business
      and Financial Expertise. Manufacturer
      further represents and warrants that it has such business or financial
      expertise as to be able to evaluate its investment in Geron and purchase
      of the Shares.
		 
	         	7.4		Speculative Investment.
      Manufacturer acknowledges that the investment in Geron represented by the
      Shares is highly speculative in nature and is subject to a high degree of
      risk of loss in whole or in part; the amount of such investment is within
      Manufacturer’s risk capital means and is not so great in relation to
      Manufacturer’s total financial resources as would jeopardize the personal
      financial needs of Manufacturer in the event such investment were lost in
      whole or in part.
		 
		7.5		Unregistered Securities.
      Manufacturer acknowledges that:
		 
		 		7.5.1	      	Manufacturer must bear
      the economic risk of investment for an indefinite period of time because
      the Shares have not been registered under the Act and therefore cannot and
      will not be sold unless they are subsequently registered under the Act or
      an exemption from such registration is available. Geron has made no
      agreements, covenants or undertakings whatsoever to register any of the
      Shares under the Act, except as provided in Section 4 above. Geron has
      made no representations, warranties or covenants whatsoever as to whether
      any exemption from the Act, including, without limitation, any exemption
      for limited sales in routine brokers’ transactions pursuant to Rule 144
      under the Act, will become available and any such exemption pursuant to
      Rule 144, if available at all, will not be available unless: (i) a public
      trading market then exists in Geron’s common stock, (ii) Geron has
      complied with the information requirements of Rule 144, and (iii) all
      other terms and conditions of Rule 144 have been satisfied.
		 
		 		7.5.2		Transfer of the Shares
      has not been registered or qualified under any applicable state law
      regulating securities and, therefore, the Shares cannot and will not be
      sold unless they are subsequently registered or qualified under any such
      act or an exemption therefrom is available. Geron has made no agreements,
      covenants or undertakings whatsoever to register or qualify any of the
      Shares under any such act. Geron has made no representations, warranties
      or covenants whatsoever as to whether any exemption from any such act will
      become available.
		 
		 		7.5.3		Manufacturer hereby
      certifies that it is an “Accredited
      Investor” as that term is defined
      in Rule 501 under the Act.
		 
		7.6	      	Authorization. Manufacturer has
      full right, power, authority and capacity to enter into this Agreement and
      to consummate the transactions contemplated hereby and thereby and has
      taken all necessary action to authorize the execution, delivery and
      performance of this Agreement. 


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	 		           	Upon execution and
      delivery, this Agreement will constitute a valid and binding obligation of
      Manufacturer enforceable against Manufacturer in accordance with its
      terms, except as such enforceability may be limited by applicable
      bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer,
      liquidation or similar laws relating to, or affecting generally, the
      enforcement of creditor's rights and remedies or by other equitable
      principles of general application from time to time in
effect.
	 
	8.		TAX
      ADVICE. Manufacturer acknowledges that
      Manufacturer has not relied and will not rely upon Geron or Geron’s
      counsel with respect to any tax consequences related to the ownership,
      purchase, or disposition of the Shares. Manufacturer assumes full
      responsibility for all such consequences and for the preparation and
      filing of all tax returns and elections which may or must be filed in
      connection with the Shares.
	 
	9.	      	NOTICES. Any notice or other
      communication required or permitted hereunder shall be in writing and
      shall be deemed to have been duly given on the date of delivery if
      delivered personally or by facsimile, or one day, not including Saturdays,
      Sundays, or national holidays, after sending if sent by national overnight
      delivery service, or five days, not including Saturdays, Sundays, or
      national holidays, after mailing if mailed by first class United States
      mail, certified or registered with return receipt requested, postage
      prepaid, and addressed as follows:

 


	To Geron
      at:  	Geron
      Corporation 
	  	230
      Constitution Drive 
	  	Menlo
      Park, California 94025 
	  	Attention: Senior Director, Legal 
	  	Telephone:      
          	(650)
      473-7700 
	  	Facsimile:  	(650)
      473-7750 
	  
	To Manufacturer
      at:  	Kris
      S. Choi 
	  	General Manager, 
	  	Marketing and Business Development 
	  	8F
      Samtan Bldg. 
	  	Samchully Pharm. Co., Ltd. 
	  	947-7,
      Daechi-dong, Gangnam-gu 
	  	Seoul,
      Korea 135-735 
	  	e-mail: choicsw@samchullypharm.com 
	  	Telephone:   + 82
      (0)2-527-6329 
	  	Facsimile:     + 82 (0)2-561-6006 




	10.	      	BINDING
      EFFECT. This Agreement shall be binding
      upon the heirs, legal representatives and successors of Geron and of
      Manufacturer; provided, however, that Manufacturer may not assign any
      rights or obligations under this Agreement.
	 
	11.		GOVERNING LAW.
      This Agreement shall be governed by and
      construed in accordance with the laws of the State of
  California.
	 
	12.		INVALID
      PROVISIONS. In the event that any
      provision of this Agreement is found to be invalid or otherwise
      unenforceable by a court or other tribunal of competent jurisdiction, such
      invalidity or unenforceability shall not be construed as rendering any
      other provision contained herein invalid or unenforceable, and all such
      other provisions shall be given full force and effect to the same extent
      as though the invalid and unenforceable provision was not contained
      herein.
	 
	13.		COUNTERPARTS. This Agreement may
      be executed in any number of identical counterparts, each of which shall
      be deemed an original, but all of which together shall constitute one and
      the same instrument.
	 
	14.		AMENDMENTS. This Agreement or
      any provision hereof may be changed, waived, or terminated only by a
      statement in writing signed by the party against whom such change, waiver
      or termination is sought to be enforced.


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	15.	      	FUTURE
      COOPERATION. Each of the parties hereto
      agrees to cooperate at all times from and after the date hereof with
      respect to all of the matters described herein, and to execute such
      further assignments, releases, assumptions, amendments of the Agreement,
      notifications and other documents as may be reasonably requested for the
      purpose of giving effect to, or evidencing or giving notice of, the
      transactions contemplated by this Agreement.
	 
	16.		ENTIRE
      AGREEMENT. This Agreement and the
      Manufacturing Agreement, including all Addenda thereto, constitute the
      entire agreement of the parties pertaining to the Shares and supersede all
      prior and contemporaneous agreements, representations, and understandings
      of the parties with respect thereto.


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

	 	Geron Corporation  
		 
		  
		/s/ David L. Greenwood 
     	 
		By: 
    	David
      L. Greenwood  
		Title:  	Chief
      Financial Officer  
		 
		  
		Samchully Pharm. Co., Ltd.  
		 
		  
		/s/ Moon-Hee Kim   	 
		By: 
    	Moon-Hee Kim  
		Title:      	Director, Business Development 




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