EXHIBIT 4.1 

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 Lonza
Walkersville, Inc., a Delaware corporation having its principal place of
business at 8830 Biggs Ford Road, Walkersville, Maryland 21793 (“Lonza”).
Capitalized terms not otherwise defined herein shall have the meaning set forth
in the MSA and Project Order No. 1. 

	      	A.	      	
      Geron and Cambrex Bio Science
      Walkersville, Inc. (“CBSW”) entered that certain Master Services
      Agreement, dated as of September 1, 2005 (the “MSA”), pursuant
      to which CBSW agreed to perform certain services on behalf of Geron
      related to the manufacture of a product containing human cells intended
      for therapeutic use in humans on the terms set forth
  therein.

		 
		B.		
      Geron and CBSW entered into
      Project Order No. 1 to the MSA (the “Project Order No. 1”) effective
      September 1, 2005, pursuant to which Geron is entitled, subject to certain
      conditions, to pay any compensation owed to CBSW for Services performed
      under Project Order No. 1 either in cash or in Geron’s common stock (the
      “Common Stock”).

		 
		C.		
      Subject to the terms and
      conditions of the Second Amendment to Project Order No.1, dated as of
      March 1, 2006 (“Amendment No. 2”), Geron and CBSW agreed that Geron shall,
      subject to certain conditions, be entitled to pay up to US$4,500,000 for
      Services under Project Order No. 1 by delivery of Shares.

		 
		D.		
      Effective February 6, 2007, Lonza
      completed its acquisition of CBSW, and assumed all rights and obligations
      of CBSW under the MSA and Project Order No. 1, as
amended.

		 
		E.		
      Subject to the terms and
      conditions of the Sixth Amendment to Project Order No.1, dated as of
      November 9, 2007, Geron and Lonza have agreed that Geron shall, subject to
      certain conditions, be entitled to pay an additional US$4,000,000 for
      Services under Project Order No. 1 by delivery of Shares, for an aggregate
      total of up to US$8,500,000 payable in
Stock.



THE PARTIES AGREE AS FOLLOWS:


	1.	      	ISSUANCE OF SHARES;
      ADJUSTMENTS.
	 
	 		1.1.	      	
      As payment of the eighth
      Installment Payment specified in Project Order No. 1, Geron will issue and
      deliver certificates for 163,666 shares of Common Stock (the
      “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 no later than five (5) business days after the Effective Date of
      this Agreement (the “Closing Date”). At the Closing, Geron shall deliver
      to Lonza one or more certificates representing all of the Shares, which
      Shares shall be issued in the name of Lonza or its designee and in such
      denominations as Lonza shall specify.








			2.2.		
      Geron’s obligations to issue and
      deliver the stock certificate(s) representing the Shares to Lonza at the
      Closing shall be subject to the following conditions, which may be waived
      by Geron:

							 
	   	      	 	      	2.2.1.	      	
      the covenants and obligations
      that Lonza 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 Lonza herein shall be true and correct in all material
      respects as of the Closing Date.

			 
			2.3. 		
      Lonza’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 Lonza:

			 
			 		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 Lonza; and

			 
			 		2.3.3.		
      the representations 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. Lonza 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 Lonza 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 LONZA, DATED JANUARY 27,
      2009. A COPY OF THE AGREEMENT CAN BE OBTAINED FROM THE SECRETARY OF
      GERON.”

	 
	 		3.2.		
      Limits on
      Sales. Lonza agrees that if it decides
      to resell some or all of the Shares, it will do so only in an appropriate
      manner through orderly sales executed through a top-tier brokerage firm,
      and based upon whether the shares are registered or unregistered,
      i.e.,
      on the Nasdaq Global Market or in a Rule 144A or Rule 144 compliant
      transaction.

	 
	 		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 Lonza. Geron agrees to diligently
      pursue making the Registration Statement effective. Geron will make
      commercially reasonable efforts to notify Lonza of the effectiveness of
      the Registration Statement within one (1) business day of receiving notice
      from the Commission declaring the Registration Statement effective, but no
      later than the close of business (Pacific Time) of the second business day
      after receipt of such notice from the Commission.





2







	   	      	4.2.	      	
      Geron shall notify Lonza as
      promptly as possible of any review initiated by the Commission with
      respect to any such Registration Statement.

			 
			4.3.		
      Geron will 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 Lonza
      receives an opinion of counsel to Geron, which counsel shall be reasonably
      acceptable to Lonza, that the Shares may be sold under the provisions of
      Rule 144 or any similar provision then in effect under the Act, or (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.

			 
			4.4.		
      Geron, at its expense, shall
      furnish to Lonza 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
      Lonza may reasonably request, in order to facilitate the public sale or
      other disposition of all or any of the Shares by Lonza, provided, however,
      that the obligation of Geron to deliver copies of prospectuses or
      preliminary prospectuses to Lonza shall be subject to the receipt by Geron
      of reasonable assurances from Lonza that Lonza 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.

			 
			4.5.		
      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.
      Lonza shall bear the cost of all fees and expenses of Lonza’s
      counsel.

			 
			4.6.		
      Geron will advise Lonza 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 as promptly as
      possible if such stop order should be issued.

			 
			4.7.		
      With a view to making available
      to Lonza the benefits of Rule 144 (or its successor rule) and any other
      rule or regulation of the Commission that may at the time permit Lonza to
      sell the Shares to the public without registration, Geron covenants and
      agrees 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”).

			 
			4.8.		
      Lonza 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 Lonza 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 Lonza to consent to be named as
      an underwriter in any Registration Statement.



3 





	5.	      	INDEMNIFICATION.
	 
	 		5.1.	      	
      Geron agrees to indemnify and
      hold harmless Lonza (and each person, if any, who controls Lonza within
      the meaning of Section 15 of the Act, and each officer and director of
      Lonza) 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;
      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 arises out of or
      is based upon (A) 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 or on behalf of Lonza expressly for use in the
      preparation thereof, (B) the failure of Lonza 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 Lonza prior to the pertinent
      sale or sales by Lonza. 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 Lonza.

	 
	 		5.2.		
      Lonza agrees to indemnify and
      hold harmless Geron (and each person, if any, who controls Geron within
      the meaning of Section 15 of the Act, and each officer and 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 Lonza 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 Lonza
      specifically for use in preparation of the Registration Statement;
      provided, however, that Lonza 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 Lonza
      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 Lonza 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.



4 





		      			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. 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 a party, 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 Lonza 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. Geron 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. Upon execution and delivery, this Agreement will
      constitute a valid and binding obligation of Geron enforceable against
      Geron 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.
	 
	 		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 foregoing. 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 ACKNOWLEDGMENTS OF LONZA.
	 
	 		Lonza hereby
      represents, warrants, acknowledges and agrees that:
	 
	 		7.1.	      	Investment. Lonza is acquiring
      the Shares for Lonza’s own account, and not directly or indirectly for the
      account of any other person. Lonza 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.


5 





		7.2.	     	Access to
      Information. Lonza has consulted with
      its own attorney, accountant, or investment advisor as Lonza has deemed
      advisable with respect to the investment and has determined its
      suitability for Lonza. Lonza 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. In connection with the transactions
      contemplated hereunder, Geron may disclose to Lonza information which may
      constitute material, non-public information regarding Geron, and Lonza
      agrees to maintain in confidence any such information; provided, however,
      such information shall not include information (a) that is or becomes part
      of the public domain, (b) that was in Lonza’s possession without any
      obligation of confidentiality prior to the date Geron disclosed such
      information to Lonza, or (c) that is supplied to Lonza by a third party
      which is not subject to any restriction of confidentiality or
      non-disclosure. Lonza has had access to such financial and other
      information as is necessary in order for Lonza 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 Lonza has had access. Lonza 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. Lonza 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. Lonza
      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 Lonza’s
      risk capital means and is not so great in relation to Lonza’s total
      financial resources as would jeopardize the personal financial needs of
      Lonza in the event such investment were lost in whole or in
  part.
		 
		7.5.		Unregistered Securities. Lonza
      acknowledges that:
		 
		 		7.5.1.	      	Lonza 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. 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.		Lonza hereby certifies
      that it is an “Accredited
      Investor” as that term is defined
      in Rule 501 under the Act.
		 
		7.6.		Authorization. Lonza 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. Upon execution and delivery, this Agreement will
      constitute a valid and binding obligation of Lonza enforceable against
      Lonza 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.


6 





	8.	      	TAX ADVICE. Lonza acknowledges that Lonza 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. Lonza 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: Chief Financial Officer  
	  		Telephone:  	(650) 	 473-7700  
	  		Facsimile:  	(650) 	 473-7750  
	  
	  
	With a copy
      to: 		Geron
      Corporation  
	  		230
      Constitution Drive  
	  		Menlo
      Park, California 94025  
	  		Attention: Senior Director, Legal  
	  		Telephone:  	(650) 	 473-7775  
	  		Facsimile:  	(650) 	 566-7181  
	  
	  
	To Lonza
      at:  		Lonza
      Walkersville, Inc.  
	  		8830
      Biggs Ford Road  
	  		Walkersville, Maryland 21793  
	  		Attention: Tim Harrigan  
	  		Telephone:  	(301) 	 898-7025  
	  		Facsimile:  	(301) 	 845-6099  
	  
	With a copy
      to: 		Lonza
      America Inc.  
	  		25
      Commerce Drive  
	  		Allendale, New Jersey 07401  
	  		Attention: Assistant General Counsel  
	  		Telephone:  	(201) 	 316-9422  
	  		Facsimile:  	(201) 	 378-5630  




	10.		BINDING
      EFFECT. This Agreement shall be binding
      upon the heirs, legal representatives and successors of Geron and of
      Lonza.
	 
	11.		GOVERNING
      LAW. This Agreement shall be governed
      by and construed in accordance with the laws of the State of Delaware,
      without giving effect to its conflicts of laws provisions.
	 
	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.


7 





	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.
	 
	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 MSA,
      and Project Order No. 1 thereto as amended, 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.
	 


REST OF PAGE INTENTIONALLY LEFT BLANK


8 




     IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
Effective Date. 


	
      Geron
      Corporation  
	
	  	
	 	
	/s/ David L. Greenwood  	
	By: 
    	David L.
      Greenwood  	 
	Title:  	Executive Vice
      President and Chief  	
	  	Financial
      Officer  	
	  	
	  	
	Lonza Walkersville, Inc.  	
	  	
	  	
	/s/ Shawn P. Cavanagh  	
	By: 
    	Shawn P.
      Cavanagh  	
	Title:  	President  	
	  	
	  	
	Lonza Walkersville, Inc.  	
	  	
	  	
	/s/ Vinny DiVito  	
	By: 
    	Vinny
      DiVito  	
	Title:  	Chief Financial
      Officer  	




9