gern-ex101_141.htm



 

exhibit 10.1

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE GERON Corporation HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO GERON Corporation IF PUBLICLY DISCLOSED.


CHANGE ORDER #1


		
	
Client Name: 
	
GERON Corporation

	
Drug Name or Number: 
	
Imetelstat

	
Protocol Number: 
	
63935937MDS3001

	
Parexel Project Number:
	
[***]

	
Change Order Number:
	
1

	
Change Order Date:
	
June 19, 2019

	
Parexel Project Manager:
	
[***]




Parexel and Client signed a Work Order dated January 30, 2019.  The parties wish to amend said Work Order as applicable and hereby agree as follows:


	
1.
	
The items listed on Change in Scope Log #1, attached as Attachment 1 to this Change Order, dated June 19, 2019 shall be incorporated in said Work Order. 





	
2.
	
The total contract value changes as follows:





				
	
 
	
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3.
	
Section 7 of the Work Order shall be replaced in its entirety with the following:




Parexel Key Personnel.  The following Parexel Key Personnel, as defined in Section 2.5 of the Agreement, are assigned to the Project covered by this Work Order:


				
	
Title
	
Name
	
Telephone Number
	
Email

	
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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE GERON CORPORATION HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO GERON CORPORATION IF PUBLICLY DISCLOSED.

 

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4.
	
Section 8 of the Work Order shall be replaced in its entirety with the following:




Parexel Sub-Processors.  The following Parexel Sub-Processors, as defined in Attachment E of the Agreement, are assigned to the Project:


	
 
	
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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE GERON CORPORATION HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO GERON CORPORATION IF PUBLICLY DISCLOSED.

 

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Any changes to Sub-Processors shall be made pursuant to Sections 7.4 and 7.5 of Attachment E. 


	
5.
	
The Specifications and Assumptions Exhibit A in the Work Order shall be replaced in its entirety by Attachment 2 in this Change Order #1.





	
6.
	
The Task and Responsibility Exhibit B in the Work Order shall be replaced in its entirety by Attachment 3 in this Change Order #1.





	
7.
	
The Budget Grid Summary in Exhibit F in the Work Order shall be replaced in its entirety by Attachment 4 in this Change Order #1.





	
8.
	
The [***] Payment Schedule in Exhibit G in the Work Order shall be replaced in its entirety by Attachment 5 in this Change Order #1.




No term or condition other than the above shall be amended by this Change Order.  

[Signatures on following page]

 

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE GERON CORPORATION HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO GERON CORPORATION IF PUBLICLY DISCLOSED.

 

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GERON Corporation
	
Parexel International (IRL) Limited

	
By: /s/ Andrew J. Grethlein
	
By:  /s/ Mark Fives

	
Name: Andrew J. Grethlein, Ph.D.
	
Name:  Mark Fives

	
Title: Executive Vice President and Chief

Business Officer
	
Title:  Senior Manager

	
Date:  19-Jun-2019
	
Date:  20-Jun-2019




 

 

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE GERON CORPORATION HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO GERON CORPORATION IF PUBLICLY DISCLOSED.

 

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ATTACHMENT 1

CHANGE IN SCOPE LOG 1




 

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE GERON CORPORATION HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO GERON CORPORATION IF PUBLICLY DISCLOSED.

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CHANGE IN SCOPE LOG


						
	
Change In Scope Log

 

	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
Protocol No.
	
63935937MDS3001
	
 
	
 
	
 

	
 
	
Client Name
	
GERON Corporation
	
 
	
 
	
 

	
 
	
Parexel Project No.
	
[***]
	
 
	
 
	
 

	
 
	
Project Manager
	
[***]
	
 
	
 
	
 

	
 
	
CIS No.
	
1
	
 
	
 
	
 

	
 
	
Date
	
19-June-2019
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 

	
 

Item#
	
Date Requested and Requestor
	
CIS Task description
	
Service Fee (Contract Currency)
	
Investigator Fees
	
Pass Through Costs

	
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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE GERON CORPORATION HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO GERON CORPORATION IF PUBLICLY DISCLOSED.

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Parexel Project #[***]


						
	
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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE GERON CORPORATION HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO GERON CORPORATION IF PUBLICLY DISCLOSED.

Page 7 of 38



Parexel Project #[***]

ATTACHMENT 2

SPECIFICATIONS AND ASSUMPTIONS

 

{7 pages omitted}

 

[***]

 

 

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE GERON CORPORATION HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO GERON CORPORATION IF PUBLICLY DISCLOSED.

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Parexel Project #[***]

ATTACHMENT 3
TASKS & RESPONSIBILITIES

{21 pages omitted}

[***]

 




 

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE GERON CORPORATION HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO GERON CORPORATION IF PUBLICLY DISCLOSED.

Page 15 of 38



Parexel Project #[***]

ATTACHMENT 4
Budget grid summary

Table 1 – Budget Grid Summary

[***]

 

 

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE GERON CORPORATION HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO GERON CORPORATION IF PUBLICLY DISCLOSED.

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Parexel Project #[***]

ATTACHMENT 5 
[***] PAYMENT SCHEDULE

{2 pages omitted}

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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE GERON CORPORATION HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO GERON CORPORATION IF PUBLICLY DISCLOSED.

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