EXHIBIT 10.8 

TRANSITION AND SEPARATION
AGREEMENT 

     This Transition
and Separation Agreement (the “Agreement”) is made effective as of the eighth
(8th) day following the date Executive signs this Agreement (the
“Effective Date”) by and between David J. Earp (“Executive”) and Geron Corporation (the
“Company”),
with reference to the following facts: 

          A.
Executive’s employment with the Company will end
effective upon the Termination Date (as defined below). 

          B.
Executive and the Company want to end their relationship amicably and also to
establish the obligations of the parties including, without limitation, all
amounts due and owing to the Executive. 

    
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, the parties agree as follows: 

              
1. Employment Separation Date; Board Resignation. Executive acknowledges and agrees that his status as an officer and
employment with the Company will end effective as of June 30, 2012 (the
“Termination Date”). Executive will continue to serve, at the discretion of the Company on
the following Boards of Directors of the Company’s partners and affiliates (each
a “P & A Board”): ViaGen, Inc. and Geron Bio-Med, Ltd. until the later of the
Termination Date, the Consulting Period End Date or Executive’s earlier
resignation from such position. Executive agrees to resign his membership on any
P & A Board within ten (10) business days of being informed by the Company’s
Chief Executive Officer that he must do so. Executive shall continue to report
to the Company’s Chief Executive Officer and assist the Company’s General
Counsel in transitioning Executive’s work assignments and responsibilities in an
orderly manner, as mutually agreed. 

              
2. Transition Consulting Services.


                   
a) Consulting Period. During the period
of time (the “Consulting Period”) commencing on the
Termination Date and ending on the Consulting Period End Date (as defined
below), Executive shall be available to provide services to the Company, on a
non-exclusive basis, as a consultant and shall provide such transition services
as necessary in Executive’s areas of expertise and work experience and
responsibility as may be requested by the Chief Executive Officer, General
Counsel or Chief Financial Officer of the Company (collectively, the
“Transition Services”).
During the Consulting Period, Executive may become an employee or consultant of
any other Company, provided, that he remains in compliance with that certain
Proprietary Information and Inventions Agreement entered into between Executive
and the Company as of March 15, 1998 (the “Confidentiality Agreement”) and
further provided that he does not violate his fiduciary obligations to any P
& A Boards on which he continues to serve. For the purposes of this Section
2(a), “Consulting Period End Date” shall mean September 30, 2012 or such earlier date as
determined by the Company in the event the Transition Services are not performed
to the reasonable satisfaction of the Company; provided that the Consulting
Period End Date may be extended through December 31, 2012 upon the mutual
agreement of the Company and Executive in substantially the form attached hereto
as Exhibit A and, if extended, the Consulting Period End Date shall refer to
such extended date. 







                   
b) Consulting Fees. In
exchange for the performance of the Transition Services, the Company shall pay
to Executive consulting fees as an independent contractor in the amount of four
hundred dollars ($400) per hour (the “Consulting Fees”) plus reasonable,
out-of-pocket expenses incurred in provision of the Services, provided that such
out-of-pocket expenses have been pre-approved in writing and shall not include
mileage to and from the Company’s business premises. Notwithstanding the
foregoing, in no event shall Executive perform services for more than two (2)
days in any week without the prior written approval of the Chief Executive
Officer, General Counsel or Chief Financial Officer of the Company. The
Consulting Fees will be paid to Executive in accordance with the Company’s
standard payment procedures for consultants and independent contractors. The
Hold Harmless/Indemnification provisions attached hereto as Exhibit C shall
apply to all services rendered by Executive to the Company from the Effective
Date to the end of the Consulting Period.


                   
c) Benefits. As an independent
contractor, Executive understands and agrees that, while performing any services
for the Company after the Termination Date, Executive shall not be eligible to
participate in or accrue benefits under any Company benefit plan for which
status as an employee of the Company is a condition of such participation or
accrual. To the extent that Executive were deemed eligible to participate, as an
employee, in any Company benefit plan, he hereby waives his
participation.

                   
d) Stock
Options. During the Consulting Period,
Executive’s options to purchase shares of Company common stock shall continue to
vest and become exercisable in accordance with their original vesting schedules.
The attached Exhibit B details Executive’s vested and unvested options. Upon the
completion of the Consulting Period, Executive’s options shall cease vesting and
any unvested options as of such date shall automatically terminate for no
consideration, provided, that Executive’s outstanding vested options shall remain
exercisable until the earlier of: (i) the second (2nd) anniversary of
the Termination Date or (ii) the original expiration date of the applicable
option. If, by the date that is twenty-four (24) months following the
Termination Date, Executive has not exercised the outstanding vested options in
accordance with the procedures set forth in Executive’s option agreements; such
options shall terminate and be of no further effect. Nothwithstanding the immediately preceeding sentence, in the event
Executive is in possession of material, non-public information about the
Company, or the Company has prohibited Executive from selling Company stock on
or within 30 days of the second anniversary of the Termination Date, then each
of Executive’s outstanding options for vested shares shall remain exercisable
until the earlier of (i) the date that is 30 days after the Executive is no
longer in possession of material non-public information about the Company and/or
the date that is 30 days after the Company removes its prohibition regarding the
Executive’s ability to sell Company stock, or (ii) the original 10 year
expiration date of the applicable option. In the event Executive ceases to
provide the Transition Services, Executive’s
unvested options shall be forfeited as of the
date of such cessation of services. Executive’s outstanding incentive stock
options (ISOs) (vested and unvested) will convert to nonstatutory stock options
(NSOs) if not exercised by the three month anniversary of the Termination Date,
in accordance with applicable law. In addition, and notwithstanding the
foregoing, Executive acknowledges that upon the execution of this Agreement,
each unexercised “incentive stock option” within the meaning of the Internal
Revenue Code of 1986, as amended (the “Code”), shall be deemed modified for
the purposes of Section 424 of the Code, and, to the extent the exercise price
thereof is less than the fair market value of a share of Company common stock on
the date this Agreement is executed, such option shall no longer qualify as an
incentive stock option. This conversion shall not affect the exercisability or
vesting schedule of such options. 







                    e) Restricted Stock. The
Company and  Executive acknowledge and agree that, as of March 31, 2012, Executive holds  unvested shares of Company common
stock subject to a risk of forfeiture  (collectively, the “Restricted
Stock  Awards”), of which 235,000 shares are subject  to vesting upon the
attainment of certain performance goals (collectively, the  “Performance-Based
Restricted Stock  Awards”) and 122,000 shares are subject to  vesting
based solely upon Executive’s continued service to the Company  (collectively, the “Time-Based
Restricted  Stock Awards”).
Notwithstanding anything in  the agreements evidencing the Restricted Stock Awards to the contrary, no  Restricted Stock
Award shall be forfeited upon the Termination Date. Instead,  (i) each Time-Based Restricted Stock Award shall remain
unvested and subject to  a risk of forfeiture through the Consulting Period End Date and (ii) each  Performance-Based
Restricted Stock Award shall remain unvested and subject to a  risk of forfeiture and will vest in accordance with the terms
of the Restricted  Stock Award Agreement associated with each Restricted Stock Award through the  Consulting Period End Date.
In the event Executive ceases to provide the  Transition Services, the Time-Based Restricted Stock Awards and the
Performance-Based Restricted Stock Awards shall be forfeited as of the date of  such cessation of services. Each
Performance-Based Restricted Stock Award shall  vest, and the risk of forfeiture thereon lapse, upon the attainment of the
applicable performance goal(s) in accordance with the terms of such  Performance-Based Restricted Stock Award.
Notwithstanding the foregoing,  Executive acknowledges that because of the cessation of the Company’s hESC  programs in
November 2011, those Performance-Based Restricted Stock Awards that  vest based upon the successful partnering of one (or
more) hESC programs shall  only vest upon a change in control of the Company on or prior to July 9, 2013.  In the event the
remaining applicable performance goals are not attained on or prior to  the
Consulting Period End Date, the Performance-Based Restricted Stock Awards  shall be automatically forfeited. The agreements
evidencing the Restricted Stock  Awards shall be deemed amended to the extent necessary to provide for the  treatment
contemplated by this Section 2(e).

                    f) Independent Contractor Status.
Executive and the Company acknowledge and agree that, during the Consulting
Period, Executive shall be an independent contractor. Executive may terminate
the Transition Services during the Consulting Period with immediate effect upon
provision of 30 days’ written notice to the Company, delivered to the attention
of Chief Executive Officer. During the Consulting Period and thereafter,
Executive shall not be an agent or employee of the Company and shall not be
authorized to act on behalf of the Company. The Company will not make deductions
for taxes from any Consulting Fees paid hereunder. Personal income and
self-employment taxes for Consulting Fees paid to Executive hereunder shall be
the sole responsibility of Executive. Executive agrees to indemnify and hold the
Company and the other entities released herein harmless for any tax claims or
penalties resulting from any failure by Executive to make required personal
income and self-employment tax payments with respect to the Consulting
Fees.

                    g) Protection of
Information. Executive agrees that, during
the Consulting Period and thereafter, Executive will not, except for the
purposes of performing the Transition Services, seek to obtain any confidential
or proprietary information or materials of the Company. 

               3. Final
Paycheck. As soon as administratively
practicable on or after the Termination Date, the Company will pay Executive all
accrued but unpaid base salary, earned bonus and all accrued and unused vacation
earned through the Termination Date, subject to standard payroll deductions and
withholdings. For clarification, the bonus payment shall be: (i) up to forty
percent (40%) of Executive’s current annual salary on a pro-rata basis through
June 30, 2012 (i.e., if paid maximum bonus, Executive would receive 20% of his
current annual salary, or $65,000 in bonus compensation), less applicable
withholding taxes, and shall be determined based on Executive’s performance
through June 30, 2012 and any other standard considerations that the Company
employs in evaluating and making bonus awards. Executive is entitled to these
payments regardless of whether Executive executes this Agreement. 







              
4. Separation Payment and Benefits. Without admission of any liability, fact or claim, the Company hereby
agrees, subject to Executive signing and delivering to the Company this
Agreement, this Agreement becoming no longer subject to revocation as provided
in Section 6(c)(iii), and Executive’s continued performance of his obligations
under the Confidentiality Agreement to provide Executive the benefits set forth
below. Specifically, the Company and Executive agree as follows:

                   
(a) Cash Severance. On or within thirty (30) days after the Termination Date,
the Company shall pay to Executive a lump sum cash payment in an amount equal to
$357,500, less applicable withholding taxes, which constitutes 110% of
Executive’s base salary as in effect as of immediately prior to the Termination
Date.

                   
(b) Retention Payment. Subject to Executive’s performance of his obligations as an
employee of the Company through to the Termination Date, the Company shall pay
to Executive a lump-sum cash payment in an amount equal to twenty-five percent
(25%) of Executive’s annual base salary, less applicable state and federal
withholding taxes for services performed through the Termination Date. Such
payment shall be made within thirty (30) days following the Termination Date,
subject to Section 4(c) below. Executive will be entitled to receive the payment
described in this Section 4(b) unless Executive: (i) voluntarily resigns his
position before the Termination Date or (ii) is terminated for Cause, as defined
in the Employment Agreement between the Company and the Executed dated as of
December 19, 2008, as amended (the “Employment
Agreement”).

                   
(c) Additional Condition on Receipt of
Cash Severance and Retention Payment. The
payments in Sections 4(a) and (4b) are subject to the provisions contained in
Section 6(d).

                   
(d) No Access to
Benefits. Executive shall not be entitled to
participate in any equity incentive pool after the Termination Date. Although
Executive will be entitled to continue participating in the Company’s 401(k)
plan until the Termination Date, Executive shall not be entitled to any Company
match for any payments made into such plan during 2012. 

                   
(e) Continued
Healthcare. Subject to Executive’s timely
election of coverage, for the twelve (12) month period commencing on the
Termination Date, the Company shall reimburse Executive’s COBRA premiums for
Medical, Dental and Vision coverage for Executive and Executive’s covered
dependents as in effect immediately prior to the Termination Date. Executive
acknowledges that he shall be solely responsible for all matters relating to
Executive’s continuation of health care benefit coverage, including, without
limitation, Executive’s election of such coverage and his timely payment of
premiums.

                   
(f) SEC Reporting. Executive acknowledges that to the extent required by the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), he will have
continuing obligations under Section 16(a) and 16(b) of the Exchange Act to
report his transactions in Company common stock for (6) six months following the
Termination Date. Executive hereby agrees to abide by all securities laws
pertaining to his trading in the common stock of the Company including, as
required, seeking advance clearance from the Company for any such
trade. 

                   
(g) Other Obligations. Except as necessary to perform the Transition Services,
Executive hereby agrees to return all Proprietary Information (as defined in the
Confidentiality Agreement) to the Company and shall
certify to the Company within thirty (30) days that all Proprietary Information
has been returned to the Company or destroyed. 







                   
(h)
Taxes.
Executive understands and agrees that all payments under Section 4 of this
Agreement will be subject to appropriate tax withholding and other deductions.
To the extent any taxes may be payable by the Executive for the benefits
provided to him under Section 4 of this Agreement beyond those withheld by the
Company, Executive agrees to pay them himself and to indemnify and hold the
Company and the other entities released herein harmless for any tax claims or
penalties, and associated attorneys’ fees and costs, resulting from any failure
by him to make required payments.

                   
(i) Reimbursements. To the extent that any
reimbursements payable pursuant to this Agreement are subject to the provisions
of Section 409A of the Code, such reimbursements shall be paid to Executive no
later than December 31st of the year following the year in which the
expense was incurred, the amount of expenses reimbursed in one year shall not
affect the amount eligible for reimbursement in any subsequent year, and
Executive’s right to reimbursement under this Agreement will not be subject to
liquidation or exchange for another benefit. 

                   
(j) Sole Separation
Benefit. Executive agrees that the payments
provided by this Section 4 are not required under the Company’s normal policies
and procedures and are provided as a severance solely in connection with this
Agreement. Executive acknowledges and agrees that the payments referenced in
this Section 4 constitute adequate and valuable consideration, in and of
themselves, for the promises contained in this Agreement. 

              
5. Full
Payment. Executive acknowledges that the
payment and arrangements herein shall constitute full and complete satisfaction
of any and all amounts properly due and owing to Executive as a result of his
employment with the Company and the termination thereof.

              
6. Executive’s Release of the Company.
Executive understands that by agreeing to the release provided by this Section
6, Executive is agreeing not to sue, or otherwise file any claim against, the
Company or any of its employees or other agents for any reason whatsoever based
on anything that has occurred as of the date Executive signs this Agreement.


                   
(a) On behalf of Executive and Executive’s heirs and assigns, Executive
hereby releases and forever discharges the “Releasees” hereunder, consisting of
the Company, and each of its owners, affiliates, divisions, predecessors,
successors, assigns, agents, directors, officers, partners, employees, and
insurers, and all persons acting by, through, under or in concert with them, or
any of them, of and from any and all manner of action or actions, cause or
causes of action, in law or in equity, suits, debts, liens, contracts,
agreements, promises, liability, claims, demands, damages, loss, cost or
expense, of any nature whatsoever, known or unknown, fixed or contingent
(hereinafter called “Claims”), which Executive now has or may hereafter have against the
Releasees, or any of them, by reason of any matter, cause, or thing whatsoever
from the beginning of time to the date hereof, including, without limiting the
generality of the foregoing, any Claims arising out of, based upon, or relating
to Executive’s hire, employment, remuneration or resignation by the Releasees,
or any of them, including without limitation any and all Claims arising under
federal, state, or local laws relating to employment, claims of any kind that
may be brought in any court or administrative agency, any claims arising under
the Age Discrimination in Employment Act (“ADEA”), as amended, 29 U.S.C. § 621, et
seq.; the Title VII of the Civil Rights Act
of 1964, as amended by the Civil Rights Act of 1991, 42 U.S.C. §
2000 et seq.; the Equal Pay Act, as amended, 29 U.S.C. § 206(d); the Civil Rights Act
of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. §
2601 et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. §
12101 et seq.;
the False Claims Act , 31 U.S.C. § 3729 et
seq.; the Employee Retirement Income Security
Act, as amended, 29 U.S.C. § 1001 et
seq.; the Worker Adjustment and Retraining
Notification Act, as amended, 29 U.S.C. § 2101 et seq. the Fair Labor Standards Act, 29
U.S.C. § 215 et seq., the Sarbanes-Oxley Act of 2002; the California Fair
Employment and Housing Act; the California Family Rights Act; the California
Labor Code; California Business & Professions Code Section 17200, ordinance
or statute regarding employment; Claims any other local, state or federal law
governing employment; Claims for breach of contract; Claims arising in tort,
including, without limitation, Claims of wrongful dismissal or discharge,
discrimination, harassment, retaliation, fraud, misrepresentation, defamation,
libel, infliction of emotional distress, violation of public policy, and/or
breach of the implied covenant of good faith and fair dealing; and Claims for
damages or other remedies of any sort, including, without limitation,
compensatory damages, punitive damages, injunctive relief and attorney’s fees.








                   
(b) Notwithstanding the generality of the foregoing,
Executive does not release any of his rights under this Agreement or the
following Claims: 

                        
(i) Claims
for unemployment compensation or any state disability insurance benefits
pursuant to the terms of applicable state law;

                        
(ii) Claims
for workers’ compensation insurance benefits under the terms of any worker’s
compensation insurance policy or fund of the Company; 

                        
(iii) Claims to continued participation in certain of the Company’s group
benefit plans pursuant to the terms and conditions of COBRA; 

                        
(iv) Claims
to any benefit entitlements vested as the date of Executive’s employment
termination, pursuant to written terms of any Company employee benefit plan;


                        
(v) Claims
for indemnification under California Labor Code Section 2802, the Company’s
Certificate of Incorporation, the Company’s Bylaws, Delaware General Corporation
Law or other applicable law, and under the terms of any policy of insurance
purchased by the Company; and 

                        
(vi) Executive’s right to bring to the attention of the Equal Employment
Opportunity Commission claims of discrimination; provided, however, that Executive does release
Executive’s right to secure any damages for alleged discriminatory treatment.


                   
(c) In accordance with the Older Workers Benefit Protection Act of 1990,
Executive has been advised of the following: 

                        
i) Executive has the right to consult with an attorney before signing this
Agreement; 

                        
ii) Executive has been given at least twenty-one (21) days to consider this
Agreement; 

                        
iii) Executive has seven (7) days after signing this Agreement to revoke it.
If Executive wishes to revoke this Agreement, Executive must deliver notice of
Executive’s revocation in writing, no later than 5:00 p.m. on the seventh
(7th) day following Executive’s execution of
this Agreement to Human Resources, Geron Corporation, 230 Constitution Drive,
Menlo Park, California 94025, fax: (650) 473-8668. 







                   
(d) The release stated above in this Section 6 is for
all Claims preceding the Effective Date. In consideration for the promises and
undertakings contained in Section 4, you also agree to execute a General Release
of Claims in substantially the form set forth above on the Termination Date and
agree that no Section 4 payments will be owed to you unless such subsequent
General Release of Claims is executed by you. 

              
7. Company’s Release of the Executive.
The Company voluntarily releases and discharges the Executive and his heirs,
successors, administrators, representatives and assigns from all Claims which it
now has or may hereafter have against the Executive, by reason of any matter,
cause, or thing whatsoever from the beginning of time to the date hereof
including, without limiting the generality of the foregoing, any Claims arising
out of, based upon, or relating to Executive’s employment with the Company and
any and all Claims arising under federal, state, or local laws. Notwithstanding
the foregoing, nothing herein shall release or discharge any Claim by the
Company against the Executive, or the right of the Company to bring any action,
legal or otherwise, against the Executive as a result of any failure by him to
perform his obligations under this Agreement or the Confidentiality Agreement or
as a result of any acts for which the Executive cannot be indemnified by the
Company. 

              
8. Waiver of Unknown Claims. EXECUTIVE
AND THE COMPANY ACKNOWLEDGE THAT THEY HAVE BEEN
ADVISED OF AND ARE FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION
1542, WHICH PROVIDES AS FOLLOWS: 

“A GENERAL RELEASE DOES NOT EXTEND TO
CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR
AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM OR HER, MUST HAVE
MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” 

          BEING AWARE
OF SAID CODE SECTION, THE COMPANY AND EXECUTIVE
HEREBY EXPRESSLY WAIVE ANY RIGHTS THEY OR EITHER OF THEM MAY HAVE THEREUNDER, AS
WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT, TO
THE EXTENT OF THEIR RESPECTIVE RELEASES. 

              
9. Non-Disparagement, Transition, Transfer of Company Property
and Limitations on Service. Executive
further agrees that: 

                   
a) Non-Disparagement. Executive agrees
that he shall not disparage, criticize or defame the Company, its affiliates and
their respective affiliates, directors, officers, agents, partners, shareholders
or employees, either publicly or privately. The Company agrees that it shall
not, and it shall instruct its officers and members of its Board of Directors to
not, disparage, criticize or defame Executive, either publicly or privately.
Nothing in this Section 9(a) shall have application to any evidence or testimony
required by any court, arbitrator or government agency. 

                   
b) Transition. Each of the Company and
the Executive shall use their respective reasonable efforts to cooperate with
each other in good faith to facilitate a smooth transition of Executive’s duties
to other executive(s) of the Company. 







                   
c) Transfer of Company Property. Except as otherwise contemplated in Section 4(g) hereof, on or before
the Termination Date, Executive shall turn over to the Company all files,
memoranda, records, and other documents, and any other physical or personal
property which are the property of the Company and which he had in his
possession, custody or control at the time he signed this Agreement. 

                   
d) Limit
on Post-Termination Service. Notwithstanding
anything in this Agreement to the contrary, the aggregate level of bona-fide
services to be performed under Sections 2 and 15 of this Agreement, together
with any other services to be performed by Executive for the Company following
the Termination Date, shall in no event exceed twenty percent (20%) of the
average level of bona-fide services performed by Executive for the Company
during the thirty-six (36)-month period preceding the Termination Date.


              
10. Executive and Company Representations.
Executive warrants and represents that (a) he has not filed or authorized the
filing of any complaints, charges or lawsuits against the Company or any
affiliate of the Company with any governmental agency or court, and that if,
unbeknownst to Executive, such a complaint, charge or lawsuit has been filed on
his behalf, he will immediately cause it to be withdrawn and dismissed, (b) he
has reported all hours worked as of the date of this Agreement and has been paid
all compensation, wages, bonuses, commissions, and/or benefits to which he may
be entitled and no other compensation, wages, bonuses, commissions and/or
benefits are due to him, except as provided in this Agreement, (c) he has no
known workplace injuries or occupational diseases and has been provided and/or
has not been denied any leave requested under the Family and Medical Leave Act
or any similar state law, (d) the execution, delivery and performance of this
Agreement by the Executive does not and will not conflict with, breach, violate
or cause a default under any agreement, contract or instrument to which the
Executive is a party or any judgment, order or decree to which the Executive is
subject, and (e) upon the execution and delivery of this Agreement by the
Company and the Executive, this Agreement will be a valid and binding obligation
of the Executive, enforceable in accordance with its terms. The Company warrants
and represents that (a) it has not filed or authorized the filing of any
complaints, charges or lawsuits against the Executive with any government agency
or court and that if, unbeknownst to the Company, such a complaint, charge or
lawsuit has been filed on its behalf, it will immediately cause it to be
withdrawn and dismissed and (b) upon the execution and delivery of this
Agreement by the Company and the Executive, this Agreement will be a valid and
binding obligation of the Company, enforceable in accordance with its terms.


              
11. No
Assignment. Executive warrants and represents
that no portion of any of the matters released herein, and no portion of any
recovery or settlement to which Executive might be entitled, has been assigned
or transferred to any other person, firm or corporation not a party to this
Agreement, in any manner, including by way of subrogation or operation of law or
otherwise. If any claim, action, demand or suit should be made or instituted
against the Company or any affiliate of the Company because of any actual
assignment, subrogation or transfer by Executive, Executive agrees to indemnify
and hold harmless the Company or any affiliate of the Company against such
claim, action, suit or demand, including necessary expenses of investigation,
attorneys’ fees and costs. The Company warrants and represents that no portion
of any of the matters released herein, and no portion of any recovery or
settlement to which the Company might be entitled, has been assigned or
transferred to any other person, firm or corporation not a party to this
Agreement, in any manner, including by way of subrogation or operation of law or
otherwise. If any claim, action, demand or suit should be made or instituted
against the Executive or any affiliate of the Executive because of any actual
assignment, subrogation or transfer by the Company, the Company agrees to
indemnify and hold harmless the Executive or any affiliate of the Executive
against such claim, action, suit or demand, including necessary expenses of
investigation, attorneys’ fees and costs. 







              
12. Governing Law. This
Agreement shall be construed and enforced in accordance with, and the rights of
the parties shall be governed by, the laws of the State of California or, where
applicable, United States federal law, in each case, without regard to any
conflicts of laws provisions or those of any state other than California.


              
13. Miscellaneous. This Agreement,
together with the Confidentiality Agreement, is the entire agreement between the
parties with regard to the subject matter hereof and shall supersede in its
entirety the Employment Agreement. The Company and Executive acknowledge that
the termination of the Executive’s employment with the Company is intended to
constitute an involuntary separation from service for the purposes of Section
409A of the Code, and the related Department of Treasury regulations. The
Company agrees not to oppose any claim that Executive may make for unemployment
compensation; provided that the Company has the right to respond truthfully to any
inquiries made by the California Employment Development Department
(“EDD”)
regarding such a claim by Executive, and to provide all documents and
information requested by the EDD. Executive acknowledges that there are no other
agreements, written, oral or implied, and that he may not rely on any prior
negotiations, discussions, representations or agreements. This Agreement may be
modified only in writing, and such writing must be signed by both parties and
recited that it is intended to modify this Agreement. This Agreement may be
executed in separate counterparts, each of which is deemed to be an original and
all of which taken together constitute one and the same agreement. Executive
shall have no duty to mitigate any breach by the Company of its obligations
under Sections 2, 3 and 4 of this Agreement. 

              
14. Indemnification. Nothing in this
Agreement shall in any way limit or terminate the Company’s continuing
obligation to indemnify, defend and/or hold harmless Executive under his
Idemnification Agreement with the Company (or any other applicable written
indemnification obligation), or the Company’s Certificate of Incorporation, the
Company’s Bylaws, Delaware General Corporation Law or other applicable legal
requirement. The Company shall maintain directors’ and officers’ liability
insurance coverage for the continuing protection of the Executive, of such types
and in such amounts as shall be appropriate for the size of the Company and its
business risks.

(Signature page(s) follow) 







     IN WITNESS
WHEREOF, the undersigned have caused this Transition and Separation Agreement to
be duly executed and delivered as of the date indicated next to their respective
signatures below. 

	DATED:  	April 2, 2012	                              
       	/s/ David J. Earp
			David J. Earp, Ph.D.,
      J.D.
	 
	 
		 	GERON
  CORPORATION
	 
	DATED:	April 2, 2012 		By:  	/s/ John A.
  Scarlett
				John A. Scarlett, M.D.
				President and Chief Executive
Officer









EXHIBIT A 

EXTENSION OF CONSULTING PERIOD END
DATE 

[_________], 2012 

David J. Earp
[Home Address]

Re:     Extension of Consulting Period End Date under Separation
Agreement 

Dear David: 

     In accordance
with the Separation Agreement entered into by and between you and Geron
Corporation, a Delaware corporation (the “Company”), effective as of [__], 2011
(the “Separation Agreement”), the Company wishes to extend your Consulting Period (as defined in
the Separation Agreement) until December 31, 2012. Upon your signature to this
letter, for all purposes of the Separation Agreement, the term “Consulting Period End Date”
shall mean December 31, 2012 or such earlier date as determined by the Company
in the event the Transition Duties (as defined in the Separation Agreement) are
not performed to the reasonable satisfaction of the Company.

    
Upon your signature to this letter, the Separation Agreement will be
deemed amended to the extent necessary to reflect the terms set forth herein.
Otherwise, the Separation Agreement will remain in full force and
effect.

    
To indicate your acceptance of this letter, please sign and date this
letter in the space provided below and return it to the Company by
[___________], 2012.

Very truly yours, 

GERON CORPORATION 
 

			
	Name:
	Title:
	 
	 
	ACCEPTED AND
      AGREED:
	 	       	
	 		 	 
	David J. Earp	 	Date	 



A-1







EXHIBIT B 

GRANT STATUS AS OF TERMINATION
DATE 







EXHIBIT C 

HOLD HARMLESS/INDEMNIFICATION
PROVISIONS