exhibit4-1.htm


    EXHIBIT 4.1 

     

    COMMON STOCK PURCHASE AGREEMENT


     

    THIS COMMON STOCK
PURCHASE AGREEMENT (“Agreement”) is made and entered into as of April 1, 2010
(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 Girindus America Inc., a Delaware corporation having its
principal place of business at 8560 Reading Road, Cincinnati, Ohio, 45215
(“Manufacturer”). 

     

    
      	      	A.	      	Geron
      and Manufacturer are the parties to that certain Master Manufacturing
      Agreement dated as of February 27, 2007 (the “Manufacturing
      Agreement”),
      and related Project Orders (“Project Order”) under which Geron has agreed to
      purchase certain products from Manufacturer and Manufacturer has agreed to
      supply such products to Geron on the terms set forth therein.
	
            	 
	
            	B.	
            	Pursuant to the Manufacturing Agreement, Geron may pay the purchase
      price of products under any Project Order by delivery of shares of Geron’s
      Common Stock (the “Shares”).
	
            	 
	
            	C.	
            	Geron
      has elected to make payment for such services through the delivery of
      Shares, pursuant to the terms and conditions of the Manufacturing
      Agreement and this Agreement.


    

     

    THE PARTIES AGREE AS FOLLOWS:


     

    
      	1.	
            	ISSUANCE OF SHARES;
      ADJUSTMENTS.
	 
	
            	
            	1.1	
            	As payment of the budget set forth in the Sixth Project Order under
      the Manufacturing Agreement, Geron will issue and deliver certificates for
      293,225 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 if
      possible, using commercially reasonable efforts, within three (3) business
      days, but 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
      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. 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 MANUFACTURER
      AND GERON DATED AS OF APRIL 1, 2010. 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 reputable 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 144A or Rule 144 compliant
      transaction. Manufacturer further agrees that it will not itself engage in
      short selling with respect to the Stock. Provided that the brokerage house
      meets the requirements set forth herein, nothing shall limit
      Manufacturer’s right to select the brokerage house of its
  choice.
	
            	 
	
            	 	
            	3.3	
            	Removal of Legends. Any legend endorsed on a certificate
      evidencing the Shares shall be removed, and Geron shall issue a
      certificate without such legend to the Manufacturer, if such Shares are
      being sold pursuant to an effective registration statement under the Act
      or pursuant to Rule 144 promulgated thereunder, and the purchaser of
      registered Shares may immediately resell such Shares without restriction;
      provided, however, that in the case of a sale pursuant to Rule 144, such
      holder of Shares shall provide such information as is reasonably requested
      by Geron to ensure that such Shares may be sold in reliance on Rule
      144.
	
            	 
	
            	 	
            	3.4	
            	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”), if possible, using commercially
      reasonable efforts, within five (5) business days, but 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 will exercise commercially reasonable efforts to cause the form of
      the Registration Statement to satisfy all applicable requirements of the
      Act and the regulations of the Commission thereunder. 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 declaring the Registration Statement
      effective.
	 
	 	
            	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
      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.
	 
	 	
            	4.3	
            	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 as promptly as possible if such stop order should be
      issued. If any event or circumstance occurs that causes the Registration
      Statement or any prospectus or supplement therein to not comply with the
      Act or the rules and regulations issued thereunder, Geron shall promptly
      notify Company and shall make commercially reasonable efforts to promptly
      amend or supplement the Registration Statement and/or prospectus so as to
      bring it into compliance with the Act and the rules and regulations
      thereunder. Upon such notification by Geron of the foregoing, Company will
      promptly suspend its offer and sale of Shares until Geron has notified
      Company that it has prepared and filed with the Commission a supplement or
      amendment to the Registration Statement and has been notified of the
      effectiveness of the Registration Statement, as supplemented or
      amended.


    


    

    
    


    
      	 	      	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 (the “Exchange Act”), as
      amended.
	 
	 	
            	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.
	 
	 	
            	4.8	
            	Geron
      shall make commercially reasonable efforts to prepare and file with the
      SEC such amendments and supplements to the Registration Statement as may
      be necessary to comply with the provisions of the Act with respect to the
      disposition of all Shares covered by the Registration Statement; provided,
      however, that promptly after filing a registration statement or any
      amendments or supplements thereto, or comparable statements under
      securities or blue sky laws of any jurisdiction, Geron will furnish one
      (1) copy to counsel designated by Manufacturer.
	 
	 	
            	4.9	
            	Geron
      shall promptly notify Manufacturer, at any time when the prospectus
      included in or relating to the Registration Statement (the "Prospectus")
      is required to be delivered under the Act, of the happening of any event
      as a result of which the Prospectus contains an untrue statement of a
      material fact or omits any fact necessary to make the statements therein,
      in light of the circumstances under which they were made, not misleading;
      and, thereafter, Geron will as promptly as possible prepare (and, when
      completed, give notice to Manufacturer) a supplement or amendment to such
      Prospectus so that, as thereafter delivered to the purchasers of such
      Shares pursuant to the Registration Statement, such Prospectus will not
      contain an untrue statement of a material fact or omit to state any fact
      necessary to make the statements therein, in light of the circumstances
      under which they were made, not misleading; provided that upon such
      notification by Geron of the foregoing and instructing Manufacturer to
      cease to offer and sell Shares, Manufacturer will use its best efforts to
      promptly suspend its offer and sale of Shares until Geron has notified
      Manufacturer that it has prepared a supplement or amendment to such
      Prospectus and delivered copies of such supplement or amendment to
      Manufacturer.
	 
	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; 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 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 7.5.3 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 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 Manufacturer to comply with the covenants and agreements
      contained in Sections 7.1 and 7.5.3 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. 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 COVENANTS 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
      the valid and legally binding obligations of Geron, enforceable against
      Geron in accordance with its 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 to 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
      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.
	 
	 	
            	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 has 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 except as provided in
      Section 4 above. 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.
	 
	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, demand 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: General Counsel
	
            	
            	Telephone:	(650) 473-7700
	
            	
            	Facsimile:	(650) 473-7750
	 	
            	
            
	To Manufacturer at:	
            	Girindus America Inc.
	
            	
            	8560 Reading Rd
	
            	
            	Cincinnati , Ohio, 45215
	
            	
            	Attention: President
	
            	
            	Telephone:           
      	(513) 679 -
      3000
	
            	                                
      	Facsimile:	(513) 679 -
      3053


    


    

    
    


    
      	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 except to an entity
      controlling, under common control with or controlled by Manufacturer.
      Geron may not assign any of its 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
    Delaware.
	 
	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.
	 
	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 Project Orders 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.


    

     

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         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:     	Executive Vice President and
    Chief
	
            	Financial Officer
	 
	Girindus America
Inc.
	 
	 
	/s/ Mark
    Laskovics	
            
	By:	F. Mark Laskovics
	Title:	President &
COO