exhibit4-2.htm


    EXHIBIT 4.2 

     

    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 ReSearch Pharmaceutical Services, Inc., a
Delaware corporation having its principal place of business at 520 Virginia
Drive, Fort Washington, Pennsylvania, 19034 (“COMPANY”). 

     

    
      	      	A.	      	Geron
      and COMPANY are the parties to that certain Master Agreement dated as of
      November 6, 2009 (the “Master Agreement”), and a related Project Agreement
      No. 2 (the “Project Agreement”) under which Geron and COMPANY have agreed
      that COMPANY will perform certain services on behalf of Geron on the terms
      set forth therein.
	
            	 
	
            	B.	
            	Pursuant to the Master Agreement, Geron has agreed to make payment
      for such services through the delivery of shares of Geron’s Common Stock
      (the “Shares”) to COMPANY, pursuant to the terms and conditions of the
      Master Agreement, the Project Agreement, and this
  Agreement.


    

     

    THE PARTIES AGREE AS FOLLOWS:


     

    
      	1.	
            	ISSUANCE OF SHARES;
      ADJUSTMENTS.
	 
	 	      	1.1	      	As payment of the price specified in the Project Agreement, Geron
      will issue and deliver to COMPANY certificates for 259,965 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.
	 
	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 (the
      “Closing Date”). At the Closing, Geron shall deliver
      to COMPANY one or more certificates representing all of the Shares, which
      Shares shall be issued in the name of COMPANY or its designee and in such
      denominations as COMPANY shall specify.
	 
	 	
            	2.2	
            	Geron’s obligations to issue and deliver the stock certificate(s)
      representing the Shares to COMPANY at the Closing shall be subject to the
      following conditions, which may be waived by Geron:
	 
	 	
            	 	
            	2.2.1	      	the
      covenants and obligations that COMPANY 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 COMPANY herein shall be true and
      correct in all material respects as of the Closing Date.
	 
	 	
            	2.3	
            	COMPANY’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
COMPANY:
	 
	 	
            	 	
            	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, as amended and restated to date (the
      “Certificate of
      Incorporation”),
      sufficient authorized shares of Common Stock to issue the Shares to
      COMPANY; and
	
            	
            	
            	
            	
            	
            	 
	 	
            	 	
            	2.3.3	
            	the
      representation and warranties made by Geron herein shall be true and
      correct in all material respects as of the Closing Date.
	 
	3.	
            	RESTRICTIONS ON RESALE OF
      SHARES.
	 
	 	
            	3.1	      	Legends. COMPANY understands and acknowledges
      that the Shares are not registered under the Securities Act of 1933, as
      amended (the “Act”), and that under the Act and other
      applicable laws COMPANY 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
      RESEARCH PHARMACEUTICAL SERVCIES, INC., DATED AS OF APRIL 1, 2010. A COPY
      OF THE AGREEMENT CAN BE OBTAINED FROM THE SECRETARY OF
GERON.”
	 
	 	
            	 	
            	The legend set forth above shall be removed upon written request by
      COMPANY, and Geron shall make commercially reasonable efforts to issue, or
      to cause its transfer agent to issue, as soon as practicable but in any
      event within five (5) trading days after receipt of such written request
      by COMPANY, a certificate or certificates without such legend to COMPANY,
      if, unless otherwise required by blue sky or state securities laws, (i)
      the sale of Shares is registered under the Act (including registration
      pursuant to Rule 416 thereunder); (ii) COMPANY provides Geron with an
      opinion of counsel, in form, substance and scope customary for opinions of
      counsel in comparable transactions, to the effect that a public sale or
      transfer of the Shares may be made without registration under the Act; or
      (iii) COMPANY provides to Geron such documentation and information as may
      be reasonably requested by Geron to permit counsel for Geron to render an
      opinion, in form, substance and scope customary for opinions of counsel in
      comparable transactions, that the Shares can be sold under Rule
    144.
	 
	 	
            	3.2	
            	Limits on Sales. COMPANY 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. COMPANY further agrees that
      hedging transactions involving the Shares shall not be conducted by
      COMPANY unless in compliance with the Act, and any hedging transactions
      conducted by COMPANY shall not involve short sales of the Geron’s Common
      Stock.
	 
	 	
            	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.


    


    

    
    


    
      	 	      	3.4	      	Notwithstanding anything to the contrary herein, COMPANY is not
      required to hold the Shares for a minimum term and reserves the right to
      dispose of the Shares pursuant to the Registration Statement (as defined
      below) or in accordance with Rule 144 or other equivalent provision then
      in effect under the Act. 
	  
	4.	
            	REGISTRATION RIGHTS
	  
	 	
            	4.1	
            	Geron
      shall use commercially reasonable efforts to file with the Securities and
      Exchange Commission (the “Commission”) as soon as practicable, but in no
      event later than ten (10) business days following the Closing Date, a
      registration statement on Form S-3 (or, if Form S-3 is not then available,
      on such form of registration statement as is then available to effect a
      registration of the Shares, each such registration statement being the
      “Registration
      Statement”) covering
      the resale of the Shares under the Act by COMPANY. Geron shall use
      commercially reasonable efforts to cause the Registration Statement
      required to be filed pursuant to this Section 4.1 to become effective as
      soon as reasonably practicable. Geron shall respond promptly to any and
      all comments made by the staff of the Commission to any Registration
      Statement required to be filed under this Agreement, and shall submit to
      the Commission, promptly, and in any event before the close of business on
      the business day immediately following Geron’s receipt of notice (either
      by telephone or in writing) that no review of such Registration will be
      made by the Commission or that the staff of the Commission has no further
      comments on such Registration Statement, as the case may be a request for
      acceleration of the effectiveness of such Registration Statement to a date
      and time as soon as practicable. Geron will notify COMPANY of the
      effectiveness of the Registration Statement as soon as practicable and in
      no event later than one (1) business day after receiving notice from the
      Commission declaring the Registration Statement effective. 
	 
	 	
            	4.2	
            	Geron
      will make commercially reasonable efforts to prepare, file and maintain
      the Registration Statement and any post-effective amendment or supplement
      thereto filed or required to be 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 COMPANY receives an opinion of counsel from
      Geron, which counsel shall be reasonably acceptable to COMPANY, that the
      Shares may be sold under the provisions of Rule 144 or any similar
      provision then in effect under the Act (without restriction except as
      otherwise set forth in this Agreement), 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 (the “Registration Period”). 
	 
	 	
            	4.3	
            	Geron,
      at its expense, shall furnish to COMPANY with respect to the Shares
      registered under the Registration Statement such reasonable number of
      copies of the Registration Statement in conformity with the requirements
      of the Act and such other documents as COMPANY may reasonably request, in
      order to facilitate the public sale or other disposition of all or any of
      the Shares by COMPANY, provided, however, that the obligation of Geron to
      deliver copies of the Registration Statement and such other documents to
      COMPANY shall be subject to the receipt by Geron of reasonable assurances
      from COMPANY that COMPANY will comply with the applicable provisions of
      the Act and of such other securities or, subject to Section 4.4 hereof,
      blue sky or state securities laws as may be applicable in connection with
      any use of the Registration Statement and such other documents.
  
	 
	 	
            	4.4	
            	Geron
      shall use commercially reasonable efforts to (i) register the Shares
      covered by any Registration Statement under such other securities or blue
      sky laws of such jurisdictions in the United States as COMPANY reasonably
      requests, (ii) prepare and file in those jurisdictions such amendments
      (including post-effective amendments) to such registrations as may be
      necessary to maintain the effectiveness thereof during the Registration
      Period, or (iii) obtain exemption from such other securities or blue sky
      laws. All fees, disbursements and out-of-pocket expenses and costs
      incurred by Geron in connection with the preparation and filing of any
      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. COMPANY shall bear the
      cost of all fees and expenses of COMPANY’s counsel.



    


    

    
    


    
      	 	
            	4.5	      	Geron
      shall use commercially reasonable efforts (i) to prevent the issuance of
      any stop order or other suspension of effectiveness of any Registration
      Statement covering the Shares, and (ii) if such order is issued, to obtain
      the withdrawal of such order at the earliest practicable time. Geron will
      promptly notify COMPANY 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, the initiation of any
      proceeding for that purpose, or the resolution of such delay, suspension
      or proceeding. 
	 
	 	      	4.6	
            	With a
      view to making available to COMPANY the benefits of Rule 144 (or its
      successor rule) and any other rule or regulation of the Commission that
      may at the time permit COMPANY to sell the Shares to the public without
      registration, Geron covenants and agrees to make commercially reasonable
      efforts to: (i) make and keep current 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 without registration or
      restriction pursuant to Rule 144 or any other rule of similar effect or
      (B) such date as all of the Shares shall have been resold; (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”); and (iii) furnish to COMPANY so long
      as COMPANY holds the Shares, promptly upon request (A) a written statement
      by Geron that it reasonably believes that it has complied with the
      reporting requirements of Rule 144, the Act, and the Exchange Act, (B) a
      copy of Geron’s most recent annual or quarterly report and such other
      reports and documents so filed by Geron, and (C) such other information as
      may be reasonably requested to permit COMPANY to sell the Shares under
      Rule 144 without registration. 
	 
	 	
            	4.7	
            	COMPANY 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 COMPANY
      and its 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 COMPANY to consent to be
      named as an underwriter in any Registration Statement. 
	 
	5.	
            	INDEMNIFICATION.
	 
	 	
            	5.1	
            	Geron
      agrees to indemnify and hold harmless COMPANY (and each person, if any,
      who controls COMPANY within the meaning of Section 15 of the Act, and each
      officer and director of COMPANY) 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 exhibit, amendment, supplement, or
      document filed therewith or incorporated by reference thereto, (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,
      or (iii) any violation or alleged violation by Geron of the Act, the
      Exchange Act or any other law (including, without limitation, any state
      securities or blue sky laws, rule or regulation relating to the offer or
      sale of the Shares; 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, exhibit, amendment, supplement, or document filed therewith or
      incorporated by reference thereto in reliance upon and in conformity with
      written information furnished to Geron by or on behalf of COMPANY or such
      other person expressly for use in the preparation thereof, (B) the failure
      of COMPANY to comply with its covenants and agreements contained in
      Section 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 COMPANY prior to the pertinent sale or sales by COMPANY. 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 COMPANY.


    


    

    
    


    
      	
            	5.2	      	COMPANY 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 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 COMPANY specifically for use in preparation of the
      Registration Statement; provided, however, that COMPANY 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 COMPANY 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 COMPANY 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, ACKNOWLEDGMENTS AND
      COVENANTS OF GERON.
	 
	 	
            	Geron hereby represents, warrants and covenants to COMPANY as
      follows:
	 
	 	      	6.1	      	Organization, Good Standing and
      Qualification. Geron
      is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Delaware and has all requisite corporate
      power and authority to carry on its business as now conducted and as
      presently proposed to be conducted. Geron is duly qualified to transact
      business and is in good standing as a foreign corporation in each
      jurisdiction in which the failure to so qualify would have a material
      adverse effect on its business or properties. 
	 
	 	
            	6.2	
            	Authorization. All corporate action on the part of
      Geron, its officers, directors and stockholders necessary for the
      authorization, execution and delivery of this Agreement, the performance
      of all obligations of Geron hereunder and the authorization, issuance and
      delivery of the Shares has been taken or will be taken prior to the
      Closing, and this Agreement, when executed and delivered, will constitute
      valid and legally binding obligations of Geron, enforceable against Geron
      in accordance with 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
      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.
      
	 
	 	
            	6.5	
            	No Conflicts; Consents.
      The execution,
      delivery and performance of this Agreement by Geron and the consummation
      of the transactions contemplated hereby will not (i) result in a violation
      of the Certificate of Incorporation or Geron’s bylaws, (ii) to Geron’s
      knowledge, conflict with, or constitute a default (or an event that with
      notice or lapse of time or both would become a default) under, or give to
      others any rights of termination, amendment (including, without
      limitation, the triggering of any anti-dilution provisions), acceleration
      or cancellation of, any agreement, indenture or instrument to which Geron
      or any of its subsidiaries is a party, or (iii) to Geron’s knowledge,
      result in a violation of any law, rule, regulation, order, judgment or
      decree (including the Act, the Exchange Act, and blue sky or state
      securities laws) applicable to Geron. Except as may be required under the
      Act in connection with the Geron’s obligations under this Agreement and as
      may be required for compliance with applicable state securities or blue
      sky laws, Geron is not required to obtain any consent, approval,
      authorization or order of, or make any filing or registration with, any
      court or governmental agency or any regulatory or self-regulatory agency
      or other third party in order for it to execute, deliver or perform any of
      its obligations under this Agreement.


    


    

    
    


    
      	 	      	6.6	      	Listing. Geron’s Common Stock is currently listed
      for trading on the Nasdaq Global Market. To Geron’s knowledge as of the
      Effective Date, Geron is not in violation of the listing requirements of
      the Nasdaq Global Market, and has not received any notice regarding the
      delisting of the Common Stock from the Nasdaq Global Market. Geron has
      secured the listing of the Shares on the Nasdaq Global Market (subject to
      official notice of issuance). During the Registration Period, Geron shall
      use commercially reasonable efforts to continue the listing and trading of
      its Common Stock on the Nasdaq Global Market and shall comply in all
      material respects with the reporting, filing, and other obligations under
      the bylaws and rules of the Nasdaq Global Market. 
	 
	 	
            	6.7	
            	S-3 Eligibility. As of the Effective Date, Geron is
      eligible to register the resale of its Common Stock on a registration
      statement on Form S-3 under the Act. 
	 
	7.	
            	REPRESENTATIONS, ACKNOWLEDGMENTS AND
      COVENANTS OF COMPANY. 
	 
	 	
            	COMPANY hereby represents, warrants, and covenants that:
  
	 
	 	
            	7.1	
            	Investment. COMPANY is acquiring the Shares for
      its own account, and not directly or indirectly for the account of any
      other person. COMPANY is acquiring the Shares for investment purposes only
      and not with a present view towards the public sale or distribution
      thereof, except pursuant to sales that are exempt from the registration
      requirements of the Act and/or sales registered under the Act. COMPANY
      understands that it must bear the economic risk of this investment, and
      that Geron has no present intention of registering the resale of the
      Shares other than as contemplated by this Agreement. 
	 
	 	
            	7.2	
            	Access to Information.
      COMPANY has
      consulted with its own attorney, accountant, or investment advisor as
      COMPANY has deemed advisable with respect to the investment and has
      determined its suitability for COMPANY. COMPANY 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 COMPANY information which may constitute material, non-public
      information regarding Geron, and COMPANY 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 COMPANY’s possession without any obligation of confidentiality
      prior to the date Geron disclosed such information to COMPANY, (c) that is
      supplied to COMPANY by a third party which is not subject to any
      restriction of confidentiality or non-disclosure, or (d) that COMPANY is
      required to disclose pursuant to a subpoena or other order from a court or
      other government body of competent jurisdiction, provided that COMPANY
      shall promptly provide prior written notice of such required disclosure to
      Geron, and shall cooperate by performing such actions as Geron may
      reasonably request to permit Geron to seek to obtain a protective or other
      order maintaining the confidentiality of such material, non-public
      information. COMPANY has had access to such financial and other
      information as is necessary in order for COMPANY 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 COMPANY has had access. COMPANY acknowledges that neither Geron nor
      any of its officers, directors, employees, agents, representatives, or
      advisors have made any representation or warranty concerning the Shares
      other than those specifically expressed herein.



    


    

    
    


    
      	 	
            	7.3	
            	Business and Financial Expertise.
      COMPANY further
      represents and warrants that it has such business or financial expertise
      as to be able to evaluate its investment in Geron and accept delivery of
      the Shares.
	 
	 	      	7.4	      	Speculative Investment.
      COMPANY 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 COMPANY’s risk
      capital means and is not so great in relation to COMPANY’s total financial
      resources as would jeopardize the personal financial needs of COMPANY in
      the event such investment were lost in whole or in part.
	 
	 	
            	7.5	
            	Unregistered Securities.
      COMPANY acknowledges
      that:
	 
	 	
            	 	
            	7.5.1	      	COMPANY 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 under any applicable
      state law regulating securities and, therefore, the Shares cannot and will
      not be sold unless they are subsequently registered under any such act or
      an exemption therefrom is available, except as set forth in this
      Agreement. Geron has made no representations, warranties or covenants
      whatsoever as to whether any exemption from any such act will become
      available.
	 
	 	
            	 	
            	7.5.3	
            	COMPANY hereby certifies that it is an “Accredited Investor” as that term is defined in Rule 501
      under the Act.
	 
	 	
            	7.6	
            	Authorization. COMPANY 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 COMPANY enforceable against COMPANY 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. COMPANY acknowledges that COMPANY has
      not relied and will not rely upon Geron or Geron’s counsel with respect to
      any tax consequences related to the ownership or disposition of the
      Shares. COMPANY assumes full responsibility for all such consequences and
      for the preparation and filing of all tax returns and elections which may
      or must be filed in connection with the Shares.


      

        

      

       

    

    
    

    

      	9.	      	NOTICES. Any notice or other communication
      required or permitted hereunder shall be in writing and shall be deemed to
      have been duly given on the date of delivery if delivered personally or by
      facsimile, or one day, not including Saturdays, Sundays, or national
      holidays, after sending if sent by national overnight delivery service, or
      five days, not including Saturdays, Sundays, or national holidays, after
      mailing if mailed by first class United States mail, certified or
      registered with return receipt requested, postage prepaid, and addressed
      as follows:


    


    
      	To Geron at:	Geron Corporation
	  	230 Constitution Drive
	 	Menlo Park, California
94025
	  	Attention: Senior Director,
    Legal
	  	Telephone:    	(650) 473-7700
	  	Facsimile:    	(650) 473-7750
	  
	To COMPANY at:	ReSearch Pharmaceutical Services,
      Inc.
	  	520 Virginia Drive
	  	Fort Washington, Pennsylvania
      19034
	  	Attention: Corporate
Counsel
	  	Telephone:    	(215) 540-0700
	  	Facsimile:    	(215) 540-0770


    


    
      	10.	
            	BINDING EFFECT. This Agreement shall be binding upon the
      heirs, legal representatives and successors of Geron and of
    COMPANY.
	 
	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, the Master Agreement,
      and the Project Agreement 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 
	  
	ReSearch Pharmaceutical Services,
      Inc.
	  
	  
	/s/ Daniel
    Perlman
	By:	Daniel Perlman
	Title:	Chief Executive Officer