exhibit4-4.htm


    EXHIBIT 4.4

     

    COMMON STOCK PURCHASE
AGREEMENT

     

    THIS COMMON STOCK
PURCHASE AGREEMENT (“Agreement”) is made and entered into as of April 5, 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 EXPONENT, INC., a Delaware corporation having
its principal place of business at 149 Commonwealth Drive, Menlo Park, CA 94025
(“Landlord”). 

     

    
      	      	A.	      	Geron
      and Landlord are the parties to that certain Lease Agreement dated as of
      April 20, 2007 (the “Lease
      Agreement”),
      as extended by the parties pursuant to First Amendment To Lease Agreement
      dated January 4, 2010 (the “First Amendment”), under which Geron has
      agreed to lease certain office space (the “Property”) from Landlord in accordance with the
      terms of the Lease Agreement.
	
            	 
	
            	B.	
            	Pursuant to the Lease Agreement and the First Amendment, Geron may
      pay the aggregate rental fee for the Property (the “Rental Fee”) due under the Lease Agreement by
      delivery of shares of Geron’s Common Stock (the “Shares”). The parties have agreed that such
      delivery will be made in two installments of approximately equal value, to
      be made in accordance with the First
Amendment.


    

     

    THE PARTIES AGREE AS
FOLLOWS: 

     

    
      	1.	      	ISSUANCE OF SHARES;
      ADJUSTMENTS.
	 
	 	
            	1.1	      	As payment of the second installment of the Rental Fee, Geron will
      issue and deliver to Landlord certificates for 93,258 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
      (the “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 Landlord one or more certificates
      representing all of the Shares, which Shares shall be issued in the name
      of Landlord or its designee and in such denominations as Landlord shall
      specify.
	 
	 	
            	2.2	
            	Geron’s obligations to issue and deliver the stock certificate(s)
      representing the Shares to Landlord at the Closing shall be subject to the
      following conditions, which may be waived by Geron: 
	 
	 	
            	 	
            	2.2.1	      	the
      covenants and obligations that Landlord 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 Landlord herein shall be true and
      correct in all material respects as of the Closing Date.
	 
	 	
            	2.3	
            	Landlord’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
      Landlord: 
	 
	 	
            	 	
            	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 Landlord; 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. Landlord 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 Landlord may be required to hold such Shares for an
      indefinite period of time. Each stock certificate representing Shares
      shall bear the following legend:
	 
	 	
            	 	
            	“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
      LANDLORD DATED AS OF APRIL 5, 2010. A COPY OF THE AGREEMENT CAN BE
      OBTAINED FROM THE SECRETARY OF GERON.”
	 
	 	
            	3.2	
            	Limits on Sales. Landlord 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 National Market or in a Rule 144A or Rule 144 compliant
      transaction. Landlord further agrees that it will not engage in short
      selling with respect to Geron’s Common Stock.
	 
	 	
            	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 holder of such Shares, 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 Shares so sold may immediately resell such Shares without
      restriction and without registration; 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”), 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 Landlord. Geron will exercise commercially reasonable efforts to cause
      the form of the Registration Statement to comply with 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
      Landlord 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 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 (iv) 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
  Landlord.
	
              	
              	 
	
              	
              	4.3	
              	Geron,
      at its expense, shall furnish to Landlord 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 Landlord may reasonably request, in order to facilitate the
      public sale or other disposition of all or any of the Shares by Landlord,
      provided, however, that the obligation of Geron to deliver copies of
      prospectuses or preliminary prospectuses to Landlord shall be subject to
      the receipt by Geron of reasonable assurances from Landlord that Landlord
      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. Landlord shall bear the cost of fees and
      expenses of Landlord’s counsel.
	
              	
              	 
	
              	
              	4.5	
              	Geron
      will advise Landlord 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 Landlord 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, Landlord will promptly suspend its offer and sale of Shares
      until Geron has notified Landlord 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 Landlord the benefits of Rule 144 (or its
      successor rule) and any other rule or regulation of the Commission that
      may at the time permit Landlord 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 (the
      “Exchange
      Act”), as amended.
	
              	
              	 
	  	
              	4.7	      	Landlord 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 Landlord
      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. Nothing in this Agreement shall obligate Landlord 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 before 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 to one counsel to be
      designated by Landlord, copies of all such documents proposed to be
      filed.


      

       

      
        
          

        

        
        

         

        
          	5.	      	INDEMNIFICATION.
	 
	 	
                	5.1	      	Geron
      agrees to indemnify and hold harmless Landlord (and each person, if any,
      who controls Landlord within the meaning of Section 15 of the Act, and
      each officer and director of Landlord) 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 Landlord or such other person expressly for use in
      the preparation thereof, (B) the failure of Landlord 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 Landlord prior to the
      pertinent sale or sales by Landlord. 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
  Landlord.
	 
	 	
                	5.2	
                	Landlord 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 Landlord 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 Landlord specifically for use in preparation of
      the Registration Statement; provided, however, that Landlord 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 Landlord 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 Landlord 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 Landlord 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. The
      execution and performance by Geron of its obligations under this Agreement
      does not conflict with (a) the charter or bylaws of Geron or (b) any law,
      rule or regulation applicable to Geron which would have a material adverse
      effect on Geron’s performance of its obligations hereunder, and to the
      best of Geron’s knowledge as of the Effective Date, does not cause a
      material breach under or default of any material contract or agreement to
      which Geron is a party or by which any of its material properties or
      assets are bound.
	 
	 	
                  	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.


          

           

          
            

          

          
          

           

          
            	 	
                  	6.5	      	Securities Compliance.
      To the best of its
      knowledge as of the Effective Date of this Agreement, Geron is in material
      compliance with all applicable requirements of the Act, and the rules of
      the Nasdaq Global Market, and has made all filings required to be made by
      it with the Commission.
	 
	7.	      	REPRESENTATIONS AND ACKNOWLEDGMENTS OF
      LANDLORD.
	 
	 	
                  	Landlord hereby represents, warrants, acknowledges and agrees
      that:
	 
	 	
                  	7.1	
                  	Investment. Landlord is acquiring the Shares for
      Landlord’s own account, and not directly or indirectly for the account of
      any other person. Landlord 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.
      Landlord has
      consulted with its own attorney, accountant, or investment advisor as
      Landlord has deemed advisable with respect to the investment and has
      determined its suitability for Landlord. Landlord 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. Landlord
      has had access to such financial and other information as is necessary in
      order for Landlord 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 Landlord has had
      access. Landlord 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.
      Landlord 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.
      Landlord
      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
      Landlord’s risk capital means and is not so great in relation to
      Landlord’s total financial resources as would jeopardize the personal
      financial needs of Landlord in the event such investment were lost in
      whole or in part.
	 
	 	
                  	7.5	
                  	Unregistered Securities.
      Landlord
      acknowledges that:
	 
	 	
                  	 	
                  	7.5.1	      	Landlord 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	      	 Landlord hereby certifies that it is an “Accredited Investor”
      as that term is defined in Rule 501 under the Act.
	 
	 	
                  	7.6	
                  	Authorization.
      Landlord 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 Landlord enforceable against
      Landlord 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. Landlord acknowledges that Landlord 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. Landlord 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: Senior Director,
    Legal
	
                  	 	Telephone:	      	(650) 473-7700
	
                  	
                  	Facsimile:	
                  	(650) 473-7750
	 
	To Landlord at:	
                  	Exponent, Inc.
	
                  	
                  	149 Commonwealth Drive
	
                  	
                  	Menlo Park, CA 94025
	
                  	
                  	Attention: Chief Financial
    Officer
	
                  	
                  	Telephone:	
                  	650-326-9400
	
                  	
                  	Facsimile:	
                  	650-326-8072


          

          
 

          
            	10.	      	BINDING EFFECT. This Agreement shall be binding upon the
      heirs, legal representatives and successors of Geron and of Landlord;
      provided, however, that Landlord may not assign any rights or obligations
      under this Agreement. 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
  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.
	 
	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 Lease Agreement,
      as amended by the First Amendment, 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
	 
	Landlord
	  
	/s/ Richard L. Schlenker	 
	By:	
                    	Richard L. Schlenker
	Title: 	
                    	Chief Financial Officer and
      Corporate
	
                    	
                    	Secretary