Exhibit 10.1


     

    
      
        	 	
                 EXHIBIT
                  10.1

              


      



     

    
      	
              CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR
                PORTIONS
                OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT
                TO
                THE CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED AS *. A COMPLETE,
                UNREDACTED VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH
                THE
                SECURITIES AND EXCHANGE COMMISSION.

               

            


    

     

     

    Execution
      Copy

    


     

    


     

    


     

    RESEARCH,
      DEVELOPMENT AND COMMERCIALIZATION LICENSE AGREEMENT

     

    by
      and between

     

    MERCK
      & CO., INC.

     

    and

     

    GERON
      CORPORATION

     

    


     

     

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    

     

    TABLE
      OF CONTENTS

     

    

      
         

        
           

          
            	
                    1. DEFINITIONS

                    2. RESEARCH
                      PROGRAM; CLINICAL DEVELOPMENT PROGRAM

                    2.1 Research
                      Program

                    2.2 Conduct
                      of Research

                    2.3 Joint
                      Research Committee

                    2.4 Clinical
                      Development of Non-DC Products

                    2.5 Records
                      and Reports

                    2.6 Program
                      Patent Rights and Program Know-How

                    2.7 AE
                      Reporting 

                    3. LICENSE;
                      OPTION; DEVELOPMENT AND COMMERCIALIZATION

                    3.1 License
                      Grants

                    3.2 Research
                      License and Option for DC Products

                    3.3 License
                      and Option Grants to Geron

                    3.4 No
                      Implied Licenses; Retained Rights

                    3.5 Diligence
                      in Development and Commercialization

                    3.6 Option
                      of Geron to Co-promote in the United States

                    3.7 Bankruptcy

                    4. CONFIDENTIALITY
                      AND PUBLICATION

                    4.1 Nondisclosure
                      Obligation

                    4.2 Geron
                      Know-How

                    4.3 Publication

                    4.4 Publicity/Use
                      of Names/Disclosure of Terms

                    5. PAYMENTS;
                      ROYALTIES AND REPORTS

                    5.1 License
                      Fee

                    5.2 Option
                      Fee

                    5.3 Milestone
                      Payments

                    5.4 Royalties
                      for Non-DC Products

                    5.5 Reports;
                      Payment of Royalty

                    5.6 Audits

                    5.7 Payment
                      Exchange Rate

                    5.8 Income
                      Tax Withholding

                    6. REPRESENTATIONS
                      AND WARRANTIES; COVENANTS

                    6.1 Representations
                      and Warranties

                    6.2 Representation
                      and Covenant by Geron Related to Colorado Agreement

                    6.3 Limitation
                      of Liability.

                    7. INDEMNIFICATION;
                      INSURANCE

                    7.1 Indemnification
                      by
                      Geron

                    7.2 Indemnification
                      by Merck

                    7.3 Notification
                      of Claims; Conditions to Indemnification Obligations

                    7.4 Insurance

                    8. PATENT
                      PROVISIONS

                    8.1 Geron
                      Patent Rights

                    8.2 Licensed
                      Program Patent Rights

                    8.3 Patent
                      Term Restoration

                    9. TERM
                      AND TERMINATION

                    9.1 Term
                      and Expiration

                    9.2 Termination
                      by Merck

                    9.3 Termination
                      for Cause

                    9.4 Effect
                      of Expiration or Termination; Survival

                    10. MISCELLANEOUS

                    10.1 Force
                      Majeure

                    10.2 Assignment/
                      Change of Control

                    10.3 Severability

                    10.4 Notices

                    10.5 Applicable
                      Law

                    10.6 Dispute
                      Resolution

                    10.7 Entire
                      Agreement; Amendments

                    10.8 Headings

                    10.9 Independent
                      Contractors

                    10.10 Waiver 

                    10.11 Cumulative
                      Remedies 

                    10.12 Waiver
                      of Rule of Construction 

                    10.13 Counterparts 

                    Telomerase
                      and Cancer 

                    Geron
                      Corporation 

                  	
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    RESEARCH,
      DEVELOPMENT AND COMMERCIALIZATION LICENSE AGREEMENT

     

    THIS
      AGREEMENT, effective as of July 15, 2005, the Effective Date, by and between
      MERCK
      & CO., INC.,
      a
      corporation organized and existing under the laws of New Jersey (“Merck”) and
GERON
      CORPORATION,
      a
      corporation organized and existing under the laws of Delaware
      (“Geron”).

     

    RECITALS:

     

    WHEREAS,
      Geron
      has expertise and access to certain intellectual property rights related to
      Telomerase (as hereinafter defined) and dendritic cell-based vaccines, and
      is
      involved in on-going human clinical trials utilizing Telomerase as an antigen
      in
      dendritic cell-based vaccines;

     

    WHEREAS,
      Merck
      has expertise and access to intellectual property rights related to various
      vaccine platform technologies, including adenovirus and DNA-based
      vaccines;

     

    WHEREAS,
      Merck
      and Geron desire to enter into a research collaboration to develop Telomerase
      vaccines in the Field (as hereinafter defined) upon the terms and conditions
      set
      forth herein; and

     

    WHEREAS,
      Merck
      desires to obtain an exclusive license under the Geron Patent Rights, Geron
      Know-How and Geron’s rights to Program Patent Rights and Program Know-How, to
      develop and commercialize Non-DC Products in the Field, and an exclusive option
      to enter into an exclusive arrangement (or non-exclusive arrangement if mutually
      agreed by the Parties), subject to any pre-existing obligations of Geron to
      Third Parties, to develop Products containing Dendritic Cells in the Field
      (as
      such terms are hereinafter defined), upon the terms and conditions set forth
      herein, and Geron desires to grant such a license and option to
      license;

     

    NOW,
      THEREFORE,
      in
      consideration of the foregoing premises and the mutual covenants herein
      contained, the Parties hereby agree as follows:

     

    
      	
              1.

            	
               DEFINITIONS

            


    

     

    Unless
      specifically set forth to the contrary herein, the following terms, whether
      used
      in the singular or plural, shall have the respective meanings set forth
      below:

     

    
      	
              
                 1.1

              

            	
              "Act"
                shall mean, as applicable, the United States Federal Food, Drug and
                Cosmetic Act, 21 U.S.C.  301 et seq., and/or the Public Health
                Service Act, 42. U.S.C.  262 et seq., as such may be amended
                from
                time to time.

            
	 	 
	
               1.2

            	
              “Adeno/DNA
                Product”
                shall mean a Product comprising an Adenoviral Vaccine and/or a DNA
                Vaccine.

            
	 	 
	
               
                 1.3

            	
              “Adenoviral
                Vaccine”
                shall mean a vaccine containing an adenoviral vector, which adenoviral
                vector encodes a Telomerase Antigen.

            
	 	 
	
              1.4

            	
              “Affiliate”
                means any individual, corporation, association or other business
                entity
                which directly or indirectly controls, is controlled by or is under
                common
                control with the Party in question. As used in this definition of
                “Affiliate,” the term “control” means the direct or indirect ownership of
                fifty percent (50%) or more of the stock having the right to vote
                for
                directors thereof or the ability to otherwise control the management
                of
                the corporation or other business entity whether through the ownership
                of
                voting securities, by contract, resolution, regulation or otherwise;
                provided,
                however,
                that the term “Affiliate” shall not include subsidiaries or other entities
                in which a Party or its Affiliates owns a majority of the ordinary
                voting
                power necessary to elect a majority of the board of directors or
                other
                governing body, but is restricted from electing such majority by
                contract
                or otherwise until the time such restrictions are no longer in
                effect.

            


    

     

     

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                 1.5

              	
                “Antigen”
                  shall mean a vaccine component which elicits a clinically relevant
                  humoral
                  and/or cellular immune response.

              
	 	 
	
                 1.6

              	
                 “Boost”
                  shall mean the administration to a patient of a Non-DC Product
                  after a
                  Prime vaccine has been administered to such patient, with the purpose
                  of
                  such Boost being to maintain and/or increase the patient’s cellular and/or
                  humoral immune response.

              
	 	 
	
                 1.7

              	
                 “Calendar
                  Quarter” shall mean the respective periods of three (3)
                  consecutive calendar months ending on March 31, June 30, September
                  30 and
                  December 31.

              
	 	 
	
                 1.8

              	
                 “Clinical
                  Development Plan” or “CDP” shall have the
                  meaning provided in Section 2.4.1.

              
	 	 
	
                 1.9

              	
                “Calendar
                  Year” shall mean each successive period of twelve (12) months
                  commencing on January 1 and ending on December 31.

              
	 	 
	
                 1.10

              	
                 “Clinical
                  Trial” shall mean a clinical study of a Product involving the
                  administration of Product to patients, and includes any Phase I
                  Clinical
                  Trial, Phase II Clinical Trial or Phase III Clinical Trial, as
                  applicable.

              
	 	 
	
                 1.11

              	
                 “Combination
                  Product” shall mean a Non-DC Product that contains one or more
                  Antigens in addition to a Telomerase Antigen.

              
	 	 
	
                 1.12

              	
                 “Commercially
                  Reasonable Efforts”shall mean, (a) with respect to the efforts to
                  be expended by a Party to accomplish a particular objective, the
                  good-faith and diligent efforts that such Party would normally
                  use to
                  accomplish a similar objective under similar circumstances, and
                  (b) with
                  respect to the research, development or commercialization of a
                  Product,
                  such efforts as are substantially equivalent to those efforts and
                  resources commonly used by a Party for a comparable product, taking
                  into
                  account commercially relevant factors such as (as applicable) stage
                  of
                  development, product life, market potential and regulatory issues.
                  Commercially Reasonable Efforts shall be determined on a market-by-market
                  and Indication-by-Indication basis for a particular Product, and
                  it is
                  anticipated that the level of effort will be different for different
                  markets, and will change over time, reflecting changes in the status
                  of
                  the Product and the market(s) involved. The determination of Commercially
                  Reasonable Efforts with respect to Products shall also take into
                  account
                  the broad potential applicability of telomerase vaccines across
                  a wide
                  range of cancers.

              
	 	 
	
                 1.13

              	
                 “Control”,
                  “Controls” or “Controlled by”shall mean the ownership of or the
                  ability of a Party to grant access to, or a license or sublicense
                  of, any
                  item or right as provided for herein without violating the terms
                  of any
                  agreement or other arrangement with any Third Party existing at
                  the time
                  such Party would be required hereunder to grant the other Party
                  such
                  access or license or sublicense.

              
	 	 
	
                 1.14

              	
                 “Dendritic
                  Cells” or “DC” shall mean a mammalian cell that,
                  as part of an ex vivo or in vitro preparation, can be
                  used to present an antigen to the immune system. For the avoidance
                  of
                  doubt, Dendritic Cells shall include, but not be limited to, the
                  type of
                  cells commonly referred to scientifically as “dendritic
                  cells.”

              


      

    

     

     

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              1.15

            	
              “DC
                Technology”
                shall mean technology specifically relating to Dendritic Cells, and
                the
                use and methods of manufacture thereof. For avoidance of doubt, DC
                Technology does not include technology related to DC/Non-DC Therapies
                and/or DC/Adeno/DNA Therapies.

            
	 	 
	
               1.16

            	
              “DC
                Product”
                shall mean a Product that comprises a Dendritic Cell. 

            
	 	 
	
               1.17

            	
              “DC/Adeno/DNA
                Therapy” shall mean a treatment regimen comprising the
                administration to a patient of both a DC Product and an Adeno/DNA
                Product.

            
	 	 
	
               1.18

            	
              “DC/Non-DC
                Therapy”
                shall mean a treatment regimen comprising the administration to a
                patient
                of both a DC Product as a Prime and a Non-DC Product as a Boost,
                provided
                that the Non-DC Product is not an Adeno/DNA Product.

            
	 	 
	
               1.19

            	
              “Directed”
                shall mean, with respect to a Telomerase Antigen, that such Telomerase
                Antigen elicits a detectable humoral and/or cellular immune response
                against Telomerase.

            
	 	 
	
               1.20

            	
              “DNA
                Vaccine”
                means a vaccine comprising a DNA plasmid vector. For the avoidance
                of
                doubt, a vaccine that comprises a Dendritic Cell containing a DNA
                plasmid
                vector is not a DNA Vaccine.

            
	 	 
	
               1.21

            	
              “Effective
                Date”
                shall mean the date first set forth in the first paragraph of this
                Agreement.

            
	 	 
	
               1.22

            	
              “EMEA”
                shall mean the European Medicines Agency.

            
	 	 
	
               1.23

            	
              “European
                Union” shall mean
                the countries that are members of the European Union as of the Effective
                Date of this Agreement.

            
	 	 
	
               1.24

            	
              “Field"
                shall mean the treatment, modulation and/or prophylaxis of cancer,
                and/or
                other diseases mediated by hyperproliferation of cells, in humans.
                

            
	 	 
	
               1.25

            	
              “Filing”
                of an NDA shall mean the acceptance by a Regulatory Authority of
                an NDA
                for filing.

            
	 	 
	
               1.26

            	
              “First
                Commercial Sale”
                shall mean, with respect to any Product, the first sale for end use
                or
                consumption of such Product in a country, excluding,
                however,
                any sale or other distribution for use in a Clinical
                Trial.

            
	 	 
	
               1.27

            	
              “Fusion
                Protein”
                shall mean a conjugate which, (i) is Directed to Telomerase; (ii)
                comprises a heterologous protein conjugated with a Telomerase Antigen,
                which conjugate is not specifically covered by a Valid Patent Claim
                at the
                time such conjugate is Invented; and (iii) provides benefit as a
                vaccine
                component due to its capacity to induce an immune response cross-reactive
                against Telomerase which response is superior in quality to that
                induced
                by the corresponding wild-type epitope, as assessed by (x) *; (y)
                *; or
                (z) * and (b) any nucleic acid sequence which encodes the conjugate
                set
                forth in (a).

            


    

     

     

    
      *
        Certain
        information on this page has been omitted and filed separately with the
        Commission. Confidential treatment has been requested with respect to the
        omitted portions.

    

     

    3

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	
                 1.28

              	
                “Geron
                  Know-How”
                  shall mean all
                  information and Materials, other than Geron Patent Rights, including
                  but
                  not limited to discoveries, improvements, processes, methods, protocols,
                  formulas, data, inventions know-how and trade secrets, patentable
                  or
                  otherwise, which during the term of this Agreement
                  (i) are Controlled by Geron or its Affiliates, (ii) are not generally
                  known and (iii) relate to Telomerase Antigen or are otherwise mutually
                  agreed by the Parties to be necessary or useful to Merck in the
                  Field,
                  including without limitation, in connection with the Research Program
                  and
                  the research, development, manufacture, marketing, use or sale
                  of a Non-DC
                  Product in the Territory; excluding, however, any Program Patent
                  Rights
                  and Program Know-How.

              
	 	 
	
                 1.29

              	
                “Geron
                  Patent Rights”
                  shall mean any and all Patent Rights in the Territory which during
                  the
                  term of this Agreement (i) are Controlled by Geron, exist as of
                  the
                  Effective Date and which claim or cover Telomerase, Telomerase
                  Antigens
                  and/or Non-DC Products; or (ii) arise after the Effective Date,
                  are
                  Controlled by Geron, and which claim or cover Telomerase and/or
                  Telomerase
                  Antigens, excluding, however, any Program Patent Rights. Geron
                  Patent
                  Rights shall include, but not be limited to, those Patent Rights
                  attached
                  as Schedule 1.28.

              
	 	 
	
                 1.30

              	
                “Geron
                  Program Patent Rights”
                  shall mean Program Patent Rights which are owned by Geron pursuant
                  to
                  Sections 2.6.2, 2.6.3, or 2.6.4(a).

              
	 	 
	
                 1.31

              	
                “GLP”
                  or “Good
                  Laboratory Practice”
                  shall mean the applicable then-current standards for laboratory
                  activities
                  for pharmaceuticals or biologicals, as set forth in the Act and
                  any
                  regulations or guidance documents promulgated thereunder, as amended
                  from
                  time to time, together with any similar standards of good laboratory
                  practice as are required by any Regulatory Authority in the
                  Territory.

              
	 	 
	
                 1.32

              	
                “IND”
                  shall mean an Investigational New Drug application, Clinical Study
                  Application, Clinical Trial Exemption, or similar application or
                  submission for approval to conduct human clinical investigations
                  filed
                  with or submitted to a Regulatory Authority in conformance with
                  the
                  requirements of such Regulatory Authority.

              
	 	 
	
                 1.33

              	
                “Indication”
                  shall mean the
                  primary prophylactic and/or therapeutic purpose for which a Non-DC
                  Product
                  is developed specifically directed towards obtaining regulatory
                  approval
                  for use of such Non-DC Product pursuant to an approved label claim.
                  A
                  single Indication shall include the primary disease and variants
                  or
                  sub-divisions or sub-classifications within such primary disease.
                  For
                  example, for purposes of the Agreement, breast cancer is a single
                  Indication; treatment of refractory metastatic breast cancer and
                  first
                  line treatment of breast cancer shall be treated as sub-classifications
                  within the single Indication of breast cancer. Treatment, modulation
                  and/or prophylaxis of the same disease (e.g. breast cancer) shall
                  be
                  treated as the same Indication. Treatment, modulation and/or prophylaxis
                  of the same disease in adults as in pediatrics shall be treated
                  as the
                  same Indication. However, treatment, modulation and/or prophylaxis
                  of any
                  other type of cancer, e.g. colorectal cancer, shall be deemed a
                  different
                  Indication from treatment, modulation and/or prophylaxis of breast
                  cancer.

              
	 	 
	
                 1.34

              	
                “Information”
                  shall mean any and all information and data, including without
                  limitation
                  all Merck Know-How, Geron Know-How, Program Know-How and all other
                  scientific, pre-clinical, clinical, regulatory, manufacturing,
                  marketing,
                  financial and commercial information or data, whether communicated
                  in
                  writing or orally or by any other method, which is provided by
                  one Party
                  to the other Party in connection with this
                  Agreement.

              


      

    

     

     

    
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               1.35

            	
              “Initiates”
                or “Initiation”
                shall mean, with respect to a Clinical Trial, the administration
                of the
                first dose to a patient in such Clinical Trial.

            
	 	 
	
               1.36

            	
              “Invention”
                shall mean any process, method, composition of matter, article of
                manufacture, discovery or finding that is conceived and/or reduced
                to
                practice during and as a result of the Research Program or the Clinical
                Development Program, and “Invent”
                shall mean the act of conception and/or reduction to practice of
                such
                Invention.

            
	 	 
	
               1.37

            	
              “JDC”shall
                mean the joint development committee, as more fully described in
                Section
                2.4.

            
	 	 
	
               1.38

            	
              “Joint
                Program Patent Rights”
                shall mean Program Patent Rights jointly owned by the Parties under
                2.6.4(c). 

            
	 	 
	
               1.39

            	
              “JRC”
                shall mean the joint research committee, as more fully described
                in
                Section 2.3.

            
	 	 
	
               1.40

            	
              “Licensed
                Program Patent Rights”
                shall mean: (1) Geron Program Patent Rights (2) Merck Telomerase
                Program
                Patent Rights and (3) Joint Program Patent Rights.
                

            
	 	 
	
               1.41

            	
              “Licensed
                Subject Matter”
                shall mean, (i) with respect to the licenses granted by Geron to
                Merck
                hereunder, Geron Patent Rights, Geron Know-How, Geron Program Patent
                Rights, Geron’s interest in Joint Program Patent Rights and Geron’s
                interest in Program Know-How; and (ii) with respect to the licenses
                granted by Merck to Geron hereunder, Merck Telomerase Program Patent
                Rights, and Merck’s interest in Program Know-How relating to Telomerase
                Antigen.

            
	 	 
	
               1.42

            	
              “Major
                Market” shall mean any one of the following countries:
                *.

            
	 	 
	
               1.43

            	
              “Marketing
                Authorization” shall mean all approvals from the relevant
                Regulatory Authority necessary to market and sell a Product in any
                country
                (including without limitation, all applicable pricing and governmental
                reimbursement approvals even if not legally required to sell Product
                in a
                country).

            
	 	 
	
               1.44

            	
              “Materials”shall
                mean such materials that are indicated in Schedule 2.1 as being provided
                by Geron to Merck. 

            
	 	 
	
               1.45

            	
              “Merck
                Know-How”
                shall mean any information and materials, including, but not limited
                to,
                discoveries, improvements, processes, methods, protocols, formulas,
                data,
                inventions, know-how and trade secrets, patentable or otherwise,
                which
                during the term of this Agreement, (i) are Controlled by Merck, (ii)
                are
                not generally known and (iii) are mutually agreed by the Parties
                to be
                necessary or useful to Geron in the performance of its obligations
                under
                the Research Program, excluding, however, any Program Patent Rights
                and
                Program Know-How.

            
	 	 
	
               1.46

            	
              “Merck
                Program Patent Rights”
                shall mean Program Patent Rights which are owned by Merck pursuant
                to
                Sections 2.6.1 or 2.6.4(b).

            
	 	 
	
               1.47

            	
              “Merck
                Telomerase Program Patent Rights”
                shall mean Merck’s interest in Program Patent Rights claiming or covering
                Synthetic Epitopes and/or Fusion Proteins.


            


    

     

    
       *
        Certain
        information on this page has been omitted and filed separately with the
        Commission. Confidential treatment has been requested with respect to the
        omitted portions.

    

     

    5

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      
        	
                 1.48

              	
                “NDA”
                  shall mean a New Drug Application, Biologics License Application,
                  Marketing Authorization Application, filing pursuant to Section
                  510(k) of
                  the U.S. Food, Drug and Cosmetics Act, or similar application or
                  submission for Marketing Authorization of a Product filed with
                  a
                  Regulatory Authority to obtain marketing approval for a biological
                  product
                  in that country or in that group of countries.

              
	 	 
	
                 1.49

              	
                “Net
                  Sales”
                  shall mean the gross invoice price of Product sold by Merck or
                  its Related
                  Parties to the first Third Party after deducting, if not previously
                  deducted, from the amount invoiced or
                  received:

              


      

    

    
      
         

        
          	 	 (a)	ordinary and customary trade and
                  quantity
                  discounts actually allowed by Merck, other than early pay cash
                  discounts;
	 	 	 
	 	 (b)	returns, rebates and
                  chargebacks;
	 	 	 
	 	 (c)	retroactive
                  price reductions that are actually allowed or granted;
	 	 	 
	 	
                   (d)

                	a fixed amount equal to * percent
                  (*%) of the
                  amount invoiced to cover bad debt, sales or excise taxes, early
                  payment
                  cash discounts, transportation and insurance, custom duties, and
                  other
                  governmental charges; and
	 	 	 
	 	 (e)	the standard direct inventory cost
                  incurred
                  by Merck with respect to devices or delivery systems used for dispensing
                  or administering Product.


        


    

     

    In
      the
      event that a Non-DC Product that is a Combination Product *.

     

    
      	
               1.50

            	
              “Non-DC
                Product”
                shall mean any Product that is not a DC Product, DC/Non-DC Therapy
                or a
                DC/Adeno/DNA Therapy, regardless of whether such Product employs
                any
                delivery enhancement technology (e.g. with or without electroporation).
                Non-DC Products shall include, but not be limited to, Adeno/DNA
                Products.

            
	 	 
	
               1.51

            	
              “Non-DC
                Technologies”
                shall mean antigen-delivery technology, adjuvants, electroporation
                technology, adenoviral vectors and/or DNA plasmid vectors, viral
                vectors,
                virus like particles, which technologies comprise Program Patent
                Rights
                and Program Know-How. For avoidance of doubt, Non-DC Technologies
                does not
                include DC Technologies or any therapy that includes Dendritic Cells.
                

            
	 	 
	
               1.52

            	
              “Party”
                shall mean Merck and Geron, individually, and “Parties”
                shall mean Merck and Geron,
                collectively.

            


    

     

     

    *
      Certain
      information on this page has been omitted and filed separately with the
      Commission. Confidential treatment has been requested with respect to the
      omitted portions.

     

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                 1.53 

              	
                “Patent
                  Rights”
                  shall mean patents and patent applications in the Territory (which
                  for the
                  purposes of this Agreement shall be deemed to include certificates
                  of
                  invention and applications for certificates of invention) and any
                  divisions, continuations, continuations-in-part, reissues, reexaminations,
                  registrations, renewals, substitutions, and supplementary protection
                  certificates based thereon and other governmental actions that
                  extend any
                  of the patents and patent applications, and any and all equivalents,
                  U.S.
                  and foreign, to any of the foregoing.

              
	 	 
	
                 1.54

              	
                “Phase I
                  Clinical Trial”
                  shall mean a human clinical trial in any country that would satisfy
                  the
                  requirements of 21 CFR 312.21(a).

              
	 	 
	
                 1.55

              	
                “Phase II
                  Clinical Trial”
                  shall mean a human clinical trial in any country that would satisfy
                  the
                  requirements of 21 CFR 312.21(b).

              
	 	 
	
                 1.56

              	
                “Phase III
                  Clinical Trial”
                  shall mean a human clinical trial in any country that would satisfy
                  the
                  requirements of 21 CFR 312.21(c).

              
	 	 
	
                 1.57

              	
                “Prime”
                  shall mean the administration to a patient of a DC Product in a
                  sufficient
                  quantity and/or number of doses to elicit a humoral and/or cellular
                  immune
                  response against Telomerase in such patient.

              
	 	 
	
                 1.58

              	
                “Product”
                  shall mean a vaccine that produces a humoral and/or cellular immune
                  response against Telomerase when administered to a patient. “Product”
                  shall include “DC Products”; “Non-DC Products,”“DC/Non-DC Therapies”; and
                  “DC/Adeno/DNA Therapies”.

              
	 	 
	
                 1.59

              	
                “Program
                  Patent Rights”
                  shall mean all Patent Rights covering Inventions conceived and/or
                  reduced
                  to practice during and as a result of the Research Program or the
                  Clinical
                  Development Program. 

              
	 	 
	
                 1.60

              	
                “Program
                  Know How”
                  shall mean any information and materials, including but not limited
                  to
                  discoveries, improvements, processes, methods, protocols, formulas,
                  data,
                  inventions, know-how and trade secrets, patentable or otherwise,
                  which
                  arise during and as a result of the Research Program or the Clinical
                  Development Program, (i) are conceived, developed, or reduced to
                  practice
                  solely by a Party or jointly by the Parties and, (ii) are not generally
                  known and (iii) are Controlled by a Party or jointly by the Parties.
                  For
                  the avoidance of doubt, Program Know-How shall exclude Geron Know-How
                  and
                  Merck Know-How.

              
	 	 
	
                 1.61

              	
                “Regulatory
                  Authority”
                  shall mean any applicable government regulatory authority involved
                  in
                  granting approvals for the manufacturing, marketing, reimbursement
                  and/or
                  pricing of a Product in the Territory, including, in the U.S.,
                  the United
                  States Food and Drug Administration and any successor governmental
                  authority having substantially the same function.

              
	 	 
	
                 1.62

              	
                “Related
                  Party”
                  shall mean each of Merck, its Affiliates, and their respective
                  sublicensees (which term does not include distributors), as
                  applicable.

              
	 	 
	
                 1.63

              	
                “Research
                  Program”
                  shall mean the research activities undertaken by the Parties hereto
                  as set
                  forth in Sections 2.1 through 2.4 and Schedule 2.1.

              
	 	 
	
                 1.64

              	
                “Research
                  Program Term”
                  shall have the meaning provided in Section 2.2.6.

              
	 	 
	
                 1.65

              	
                “Synthetic
                  Epitope”
                  means (a) any peptide, which (i) is Directed to Telomerase; (ii)
                  comprises
                  a modification to the naturally-occurring sequence of Telomerase
                  which
                  modification is not specifically covered by a Valid Patent Claim
                  at the
                  time such modification is Invented; and (iii) provides benefit
                  as a
                  vaccine component due to its capacity to induce an immune responses
                  cross-reactive against Telomerase which response is superior in
                  quality to
                  that induced by the corresponding wild-type epitope, as assessed
                  by (x) *;
                  (y) *; or (z) *, and (b) any nucleic acid sequence which encodes
                  the
                  peptide set forth in (a).

              


      

    

     

     

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                 1.66

              	
                “Telomerase
                  Antigen”
                  shall mean (i) Telomerase, or (ii) any epitope, which epitope is
                  Directed
                  to Telomerase, or (iii) a nucleic acid sequence which encodes (i)
                  or (ii).
                  For clarity, a Telomerase Antigen does not need to possess properties
                  identical to Telomerase, so long as it elicits a humoral and/or
                  cellular
                  immune response against Telomerase.

              
	 	 
	
                 1.67

              	
                “Telomerase”
                  shall mean the enzyme encoded by Telomerase reverse transcriptase
                  (“TERT”), including any fragments thereof. 

              
	 	 
	
                 1.68

              	
                “Territory”
                  shall mean all of the countries in the world, and their territories
                  and
                  possessions.

              
	 	 
	
                 1.69

              	
                “Third
                  Party”
                  shall mean an entity other than Merck and its Related Parties,
                  and Geron
                  and its Affiliates.

              
	 	 
	
                 1.70

              	
                “U.S.”
                  shall mean the United States of America, its territories and possessions,
                  including but not limited to the Commonwealth of Puerto
                  Rico.

              
	 	 
	
                 1.71

              	
                “Valid
                  Patent Claim”
                  shall mean a claim of an issued and unexpired patent included within
                  the
                  Geron Patent Rights, Geron Program Patent Rights or Joint Program
                  Patent
                  Rights, which claim has not been revoked or held unenforceable
                  or invalid
                  by a decision of a court or other governmental agency of competent
                  jurisdiction (which decision is not appealable or has not been
                  appealed
                  within the time allowed for appeal), and which claim has not been
                  disclaimed, denied or admitted to be invalid or unenforceable through
                  reissue, re-examination or disclaimer or otherwise as of the date
                  of sale
                  of a Product. 

              


      


     

    
      	
               2.

            	
              RESEARCH
                PROGRAM; CLINICAL DEVELOPMENT PROGRAM

            
	 	 
	
               2.1

            	
              Research
                Program

            
	 	 
	
               2.1.1

            	
              Geron
                and Merck shall engage in the Research Program upon the terms and
                conditions set forth in this Agreement. In the initial Research Program,
                as set forth in Schedule 2.1 as of the Effective Date (the “Initial
                Research Program”), the Parties shall investigate *. The Initial Research
                Program may be amended only by mutual written agreement of the Parties.
                When used herein, any reference to “Research Program” shall include the
                Initial Research Program as amended by the Parties.

            
	 	 
	
               2.2

            	
              Conduct
                of Research

            
	 	 
	
               2.2.1

            	
              Performance.
                Geron and Merck each shall proceed diligently with the work set out
                in the
                Research Program by using their respective good faith efforts to
                allocate
                sufficient time, effort, equipment and facilities to the Research
                Program
                and to use personnel with sufficient skills and experience as are
                required
                to accomplish the Research Program in accordance with the terms of
                this
                Agreement and Schedule 2.1.

            


    

     

      

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                 2.2.2

              	
                Compliance.
                  Geron and Merck each shall conduct the Research Program in compliance
                  with
                  all applicable laws, rules and regulations, including, without
                  limitation,
                  Good Laboratory Practices, as applicable. In addition, if animals
                  are used
                  in research hereunder, the Parties will comply with the Animal
                  Welfare Act
                  or any other applicable local, state, national and international
                  laws and
                  regulations relating to the care and use of laboratory animals.
                  Merck and
                  Geron each are encouraged to use the highest standards, such as
                  those set
                  for the in the Guide for the Care and Use of Laboratory Animals
                  (NRC,
                  1996), for the humane handling care and treatment of such research
                  animals. Any animals which are used in the course of the Research
                  Program,
                  or products derived from those animals, such as eggs or milk, will
                  not be
                  used for food purposes, nor will these animals be used for commercial
                  breeding purposes. Geron shall notify Merck in writing of any deviations
                  from applicable regulatory or legal requirements that it becomes
                  aware of.
                  Geron and Merck hereby certify that to the best of their knowledge
                  they
                  have not employed or otherwise used in any capacity, and will not
                  employ
                  or otherwise use in any capacity, the services of any person debarred
                  under United States law, including but not limited to Section 21
                  USC 335a,
                  in performing any portion of the Research Program.

              
	 	 
	
                 2.2.3

              	
                Use
                  of Third Party Contractors. Merck and Geron shall each be
                  entitled to utilize the services of Third Parties to perform its
                  Research
                  Program activities, provided that such services are conducted in
                  a manner
                  that is consistent with and preserves the rights of the Parties
                  under this
                  Agreement. Each Party shall remain at all times fully liable for
                  its
                  respective responsibilities under the Research Program and the
                  activities
                  of any Third Parties utilized in connection therewith.

              
	 	 
	
                 2.2.4

              	
                Use
                  of Human Materials. If any human cell lines, tissue, human
                  clinical isolates or similar human-derived materials (“Human
                  Materials”) have been or are to be collected and/or used in the
                  Research Program, Geron and Merck each represent and warrant: (i)
                  that it
                  and its Affiliates have in all material respects complied, or shall
                  comply, with all applicable laws, guidelines and regulations relating
                  to
                  the collection and/or use of the Human Materials used in the Research
                  Program; and (ii) that it and its Affiliates have obtained, or
                  shall
                  obtain, all necessary approvals and appropriate informed consents,
                  in
                  writing, for the collection and/or use of such Human Materials.
                  Each Party
                  shall provide documentation of such approvals and consents upon
                  the other
                  Party’s request. Each Party further represents and warrants that it will
                  ensure that such Human Materials may be used as contemplated in
                  this
                  Agreement without any obligations to the individuals or entities
                  (“Providers”) who contributed the Human Materials,
                  including, without limitation, any obligations of compensation
                  to such
                  Providers or any other Third Party for the intellectual property
                  associated with the Human Materials or the commercial use thereof
                  for any
                  purposes, provided that if a Party is unable to obtain all necessary
                  approvals and appropriate informed consents it shall have no obligation
                  to
                  provide Human Materials hereunder.

              
	 	 
	
                 2.2.5

              	
                Funding.
                  Merck will be responsible for all costs incurred by Merck in the
                  performance of the Initial Research Program, and Geron will be
                  responsible
                  for all costs incurred by Geron in the performance of the Initial
                  Research
                  Program. Merck will not be responsible for funding any Geron activities
                  during the Initial Research Program Term, unless otherwise agreed
                  in
                  writing between the Parties. Geron will make Commercially Reasonable
                  Efforts to provide any Materials or scientific support for the
                  Initial
                  Research Program as reasonably requested by Merck through the JRC,
                  and
                  agreed by Geron during the Initial Research Program Term, and all
                  such
                  support and Materials will be provided at Geron’s
                  expense.

              


      

    

     

    
      
        
           

        

      

    

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               2.2.6

            	
              Research
                Program Term.
                Except as otherwise provided herein, the term of the Research Program
                shall commence on the Effective Date and continue for a period of
                * (*)
                years after the Effective Date (“Research
                Program Term”).
                The Initial Research Program described in Schedule 2.1 is expected
                to be
                completed within * to * months after the Effective Date (“Initial Research
                Program Term”).
                Additional Research Program activities after the Initial Research
                Program,
                and the funding obligations of the Parties with respect thereto,
                shall be
                agreed upon between Geron and Merck at the conclusion of the Initial
                Research Program Term, including those activities provided in Section
                2.3.4. The Parties may extend the Initial Research Program Term only
                by
                mutual written agreement of the authorized representative of the
                Parties,
                and shall, in such case, amend Schedule 2.1 as
                applicable.

            
	 	 
	
               2.3

            	
               Joint
                Research Committee

            
	 	 
	
               2.3.1

            	
              The
                Parties hereby establish a joint research committee (the “JRC”)
                as a scientific forum for discussion of the work and technical review
                of
                activities and results of the Research Program, and to facilitate
                the
                execution of the Research Program. Unless otherwise agreed between
                the
                Parties, the JRC shall remain in effect from the Effective Date of
                this
                Agreement up to and including the date three (3) months after commencement
                by Merck of IND-enabling GLP toxicology studies for a Non-DC Product,
                at
                which point a JDC will be formed in accordance with Section
                2.4.1.

            
	 	 
	
               2.3.2

            	
              Composition
                of the Joint Research
                Committee.
                The Research Program shall be conducted under the direction of the
                JRC,
                comprised of * (*) representatives
                of Merck and * (*) representatives of Geron. Each Party may change
                its
                representatives to the JRC from time to time, in its sole discretion,
                effective upon prior written notice to the other Party of such change.
                These representatives shall have appropriate technical credentials,
                experience and knowledge, and ongoing familiarity with the Research
                Program. Additional representatives or consultants may from time
                to time,
                by mutual consent of the Parties, be invited to attend JRC meetings,
                subject to such representative’s or consultant’s written agreement to
                comply with the requirements of Section 4. The JRC shall be chaired
                by a
                representative of Merck. Decisions of the JRC shall be made unanimously
                by
                the representatives. In the event that the JRC cannot or does not,
                after
                good faith efforts, reach agreement on an issue related to the Research
                Program, the resolution and/or course of conduct shall be determined
                by
                Merck, in its sole discretion, provided that Geron shall have the
                right to
                raise issues of substance to the appropriate Executive Vice President
                of
                Merck Research Laboratories if not in agreement with a Merck decision.
                Each Party shall bear its own expenses related to the attendance
                of such
                meetings by its representatives.

            
	 	 
	
               2.3.3

            	
              JRC
                Meetings. During the Research Program Term and until the
                formation of the JDC, the JRC shall meet in accordance with a schedule
                established by mutual written agreement of the Parties, but no less
                frequently than once per Calendar Quarter, with the location for
                such
                meetings alternating between Geron and Merck facilities (or such
                other
                location as may be determined by the JRC). Alternatively, the JRC
                may meet
                by means of teleconference, videoconference or other similar
                communications equipment. The JRC shall confer regarding the status
                of the
                Research Program, review relevant data, and consider and advise on
                any
                technical issues that arise under the Research Program. Prior to
                the JRC
                meetings, the Parties shall exchange written summaries of the matters
                to
                be presented to the Committee. At JRC meetings, the Parties, through
                the
                JRC, will share Information arising from the performance of the Research
                Program, and any Information exchanged at JRC meetings shall be
                appropriately documented.

            


    

     

    
       

    

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                 2.3.4

              	
                Additional
                  Technologies.
                  The JRC shall review the results of the Research Program and consider
                  those results in the context of other technologies that may be
                  applicable
                  for Non-DC Products. *. For the avoidance of doubt, Merck shall
                  have final
                  say over additional and subsequent research and development activities
                  and
                  any decision to engage in additional pre-clinical studies, subject
                  to the
                  decision making procedures set forth in Section 2.3.2.

              
	 	 
	
                 2.4

              	
                Clinical
                  Development of Non-DC Products 

              
	 	 
	
                 2.4.1

              	
                Merck
                  shall inform Geron in writing when it commences * and Merck
                  and Geron shall form the Joint Development Committee (“JDC”) within * (*)
                  months of such commencement . Effective upon the formation of the
                  JDC,
                  Merck shall provide to Geron a Clinical Development Plan (“CDP”)
                  and the JDC shall review on an ongoing basis the status of the
                  CDP. Upon
                  commencement of such IND-enabling GLP toxicology studies, Merck
                  shall
                  thereafter be responsible for performing and shall bear the cost
                  for all
                  clinical and non-clinical development for Non-DC Products, including
                  the
                  performance of the CDP (other than those activities of Geron set
                  forth in
                  the Research Program).

              
	 	 
	
                 2.4.2

              	
                Joint
                  Development Committee. The JDC shall be comprised of *
                  (*) representatives of Merck and * (*)
                  representatives of Geron. Each Party may change its representatives
                  to the
                  JDC from time to time, in its sole discretion, effective upon prior
                  written notice to the other Party of such change. These representatives
                  shall have appropriate technical credentials, experience and knowledge,
                  and ongoing familiarity with the CDP. Additional representatives
                  or
                  consultants may from time to time, by mutual consent of the Parties,
                  be
                  invited to attend JDC meetings, subject to such representative’s or
                  consultant’s written agreement to comply with the requirements of Section
                  4. The JDC shall be chaired by a representative of Merck. Decisions
                  of the
                  JDC shall be made unanimously by the representatives. In the event
                  that
                  the JDC cannot or does not, after good faith efforts, reach agreement
                  on
                  an issue related to the CDP, the resolution and/or course of conduct
                  shall
                  be determined by Merck, in its sole discretion, provided that Geron
                  shall
                  have the right to raise issues of substance to the appropriate
                  Executive
                  Vice President of Merck Research Laboratories if not in agreement
                  with a
                  Merck decision. Each Party shall bear its own expenses related
                  to the
                  attendance of such meetings by its representatives.

              
	 	 
	
                 2.4.3

              	
                JDC
                  Meetings.
                  During the clinical development of a Non-DC Product, the JDC shall
                  meet in
                  accordance with a schedule established by mutual written agreement
                  of the
                  Parties, but no less frequently than once per Calendar Quarter,
                  with the
                  location for such meetings alternating between Geron and Merck
                  facilities
                  (or such other location as may be determined by the JDC). Alternatively,
                  the JDC may meet by means of teleconference, videoconference or
                  other
                  similar communications equipment. At JDC meetings, Merck will share
                  data
                  and information arising from the performance of the CDP. The JDC
                  shall
                  confer regarding the status of the CDP, review relevant data, consider
                  and
                  advise on any technical issues that arise during the development
                  of a
                  Non-DC Product. Notwithstanding the foregoing, Merck shall have
                  final say
                  over all development decisions, provided that Geron shall have
                  a right to
                  review and provide comments on the CDP. Merck will provide a report
                  each
                  Calendar Quarter to Geron in conjunction with JDC meetings regarding
                  the
                  development, commercialization and regulatory status of the Non-DC
                  Product.

              


      

    

     

     

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                 2.4.4

              	
                Clinical
                  Development Program Term. The Clinical Development Program
                  will commence as provided in Section 2.4.1, and shall expire upon
                  the
                  earlier of (i) termination of the Agreement pursuant to Article
                  8, or (ii)
                  the First Commercial Sale by Merck or its Related Parties of the
                  first
                  Non-DC Product anywhere in the Territory.

              
	 	 
	
                 2.5

              	
                Records
                  and Reports

              
	 	 
	
                 2.5.1

              	
                Records.
                  The Parties shall maintain records of activities under the Research
                  Program, in sufficient detail and in good scientific manner appropriate
                  for patent and regulatory purposes, which shall fully and properly
                  reflect
                  all work done and results achieved.

              
	 	 
	
                 2.5.2

              	
                Copies
                  and Inspection of Records.

              
	 	 
	 	
                (a)  Upon
                  request, in furtherance of a patent or regulatory filing being
                  performed
                  by a Party or its designee, each Party shall provide to the other
                  in a
                  timely manner copies of records referred to in Section 2.5.1 maintained
                  by
                  that Party. All such records and the information disclosed therein
                  shall
                  be maintained in confidence in accordance with Section 4.
                  

              
	 	 
	 	
                (b)  Each
                  Party shall have the right to arrange for its employees and/or
                  consultants
                  involved in the activities contemplated hereunder to visit the
                  offices and
                  laboratories of the other and any of its Third Party contractors
                  as
                  permitted under Section 2.2.3 during normal business hours and
                  upon
                  reasonable advance written notice, and to discuss the Research
                  Program
                  work and its results in detail with technical personnel and consultants.
                  Each Party shall have the right, during normal business hours and
                  upon
                  reasonable advance written notice, to inspect and copy all such
                  records
                  referred to in Section 2.5.2(a). 

              
	 	 
	
                 2.6

              	
                Program
                  Patent Rights and Program Know-How

              
	 	 
	
                 2.6.1

              	
                Non-DC
                  Technologies. Program Patent Rights and Program Know-How by
                  either Party relating solely to Non-DC Technologies shall be owned
                  solely
                  by Merck.

              
	 	 
	
                 2.6.2

              	
                DC
                  Technology. Program Patent Rights and Program Know-How by
                  either Party relating solely to DC Technology shall be owned solely
                  by
                  Geron, subject to the non-exclusive research license to Merck pursuant
                  to
                  Section 3.2.1 and the DC Option set forth in Section
                  3.2.3.

              
	 	 
	
                 2.6.3

              	
                Telomerase
                  Antigen. Program Patent Rights and Program Know-How relating
                  solely to Telomerase Antigens shall be owned solely by Geron, subject
                  to
                  the exclusive license granted to Merck pursuant to Section 3.1;
                  provided, however, that ownership of Inventions relating
                  to (i) Fusion Proteins and/or (ii) Synthetic Epitopes shall be
                  determined
                  as specified in Section 2.6.4.

              
	 	 
	
                 2.6.4

              	
                Other
                  Program Patent Rights and Program Know-How. Ownership of
                  Program Patent Rights and Program Know-How other than as set forth
                  in
                  Sections 2.6.1, 2.6.2, and 2.6.3, shall be determined as
                  follows:

              
	 	 
	 	
                (a)  Program
                  Patent Rights and Program Know-How conceived and/or reduced to
                  practice
                  solely by employees of Geron, or by persons not employed by Merck
                  and
                  acting on behalf of Geron, shall be owned solely by Geron, subject
                  to any
                  applicable rights granted to Merck pursuant to Sections 3.1 or
                  3.2;
                  and

              
	 	 
	 	
                (b)   
Program
                  Patent Rights
                  and Program Know-How conceived and/or reduced to practice solely
                  by
                  employees of Merck, or by persons not employed by Geron and acting
                  on
                  behalf of Merck, shall be owned solely by Merck, subject to any
                  applicable
                  rights granted to Geron pursuant to Section 3.3;
                  and

              


      

    

     

    
      
        
          
            
              
                 

              

            

          

        

      

    

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                  (c)  Program
                    Patent Rights and Program Know-How conceived and/or reduced to
                    practice
                    jointly by employees of Merck or Geron or others acting on behalf
                    of Merck
                    and Geron shall be jointly owned by the Parties, subject to any
                    applicable
                    rights granted to Merck pursuant to Sections 3.1 or
                    3.2.

                
	 	 
	
                   2.7

                	
                  AE
                    Reporting

                
	 	 
	
                   2.7.1

                	
                  Each
                    Party shall, and shall cause its respective Affiliates to,
                    furnish timely notice as required by applicable worldwide regulations
                    (i.e. currently seven (7) calendar days for deaths and immediately
                    life-threatening adverse experiences and fifteen calendar (15)
                    days for
                    serious adverse experiences) to all competent governmental agencies
                    in the
                    Territory of all side effects, drug interactions and other adverse
                    experiences identified or suspected with respect to any Product
                    administered, distributed, marketed and sold under authority
                    of any IND or
                    Marketing Authorization issued by such Regulatory Authority.
                    Each Party
                    shall provide the other Party hereto with all necessary assistance
                    in
                    complying with all adverse experience reporting requirements
                    established
                    by, or required under, any applicable IND and/or Marketing Authorization
                    in the Territory. Accordingly:

                
	 	 
	 	
                  (a)  Geron
                    shall provide Merck with timely information, in accordance with
                    the time
                    frames set forth below, on any side effects, drug interactions
                    and serious
                    adverse experiences relating to any DC Product to the extent
                    that such
                    serious adverse experiences could affect the Marketing Authorization
                    for
                    any Non-DC Product in the Territory, or relate to the safety,
                    efficacy or
                    potency of any Non-DC Product; and 

                
	 	 
	 	
                  (b)  Merck
                    shall provide Geron with timely information, in accordance with
                    the time
                    frames set forth below, on any side effects, drug interactions
                    and serious
                    adverse experiences relating to any Non-DC Product to the extent
                    that such
                    serious adverse experiences could affect the Marketing Authorization
                    for
                    any DC Product in the Territory, or relate to the safety, efficacy
                    or
                    potency of any DC Product. 

                
	 	 
	
                   2.7.2

                	
                  Each
                    Party shall, and shall cause its Affiliates to, furnish the
                    other Party within five (5) calendar days of written notice of
                    all such
                    side effects, drug interactions and other serious adverse experiences
                    reported to such Party or its Affiliates regarding Non-DC Products
                    or DC
                    Product. Each Party shall also use its best efforts to obtain,
                    and to
                    furnish to the other Party hereto, such information, including,
                    but not
                    limited to, patients, circumstances, consequences and sources
                    of
                    information, reasonably sufficient to permit that other Party
                    to evaluate
                    such side effects, drug interactions or other serious adverse
                    experiences
                    of the DC Product and/or Non-DC Product. Each Party shall retain
                    all
                    documents, reports, studies and other materials relating to any
                    and all
                    such side effects, drug interactions, or other serious adverse
                    experiences, as the case may be. Upon reasonable written notice,
                    each
                    Party shall permit the other Party hereto to inspect, and to
                    make copies
                    of, all such documents, reports, studies and other materials,
                    subject to
                    the ability of Geron to inspect such Third Party records, and
                    subject
                    further to laws and regulations regarding patient confidentiality
                    and
                    privacy.

                
	 	 
	
                   2.7.3

                	
                  As
                    soon as practicable after the Effective Date, but in no event
                    later than the commencement of Phase I Clinical Trials by Merck,
                    the
                    Parties shall enter into a separate and more detailed agreement
                    concerning
                    adverse experience reporting.

                


        

      

       

       

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               2.7.4

            	
              For
                purposes of this Section 2.7.1, the term “adverse experience”
                means any unfavorable and unintended change in the structure (signs),
                function (symptoms), or chemistry (laboratory data) of the body temporally
                associated with any use of a Product, whether or not considered related
                to
                the use of such Product. Changes resulting from normal growth and
                development which do not vary significantly in frequency or severity
                from
                expected levels are not to be considered adverse experiences. Examples
                of
                this may include, but are not limited to, teething, typical crying
                in
                infants and children, and onset of menses or menopause occurring
                at a
                physiologically appropriate time.  

            
	 	 
	 	
              (a)  Adverse
                experiences may occur in the course of the use of a Product in Clinical
                Trials or within the follow-up period specified in the protocol of
                such
                Clinical Trial, or prescribed in clinical practice, from overdose
                (whether
                accidental or intentional), from abuse, and from
                withdrawal.

            
	 	 
	 	
              (b)  Adverse
                experiences may also occur in screened patients during any preallocation
                baseline period as a result of a protocol-specified intervention
                including
                washout or discontinuation of usual therapy, diet, placebo treatment,
                or a
                procedure.

            
	 	 
	 	
              (c)  The
                term “adverse experience” does not pertain to events that are a result of
                investigator-initiated changes to the patient’s usual care during any
                preallocation baseline period. The term “adverse experience” does not
                pertain to nonprotocol specified intervention events or to preexisting
                conditions which occur in screened/nonrandomized patients unless
                the event
                causes the patient to be excluded from the study.

            
	 	 
	 	
              (d)  For
                a marketed Product, (clinical practice and post-marketing study)
                any
                significant failure of expected pharmacologic, immunologic, or therapeutic
                effect also constitutes an adverse
                experience.

            
	 	 
	 	
              (e)  While
                the reason for a procedure, e.g., chest pain necessitating cardiac
                catheterization, may be an adverse experience, a procedure in and
                of
                itself is not an adverse experience.

            
	 	 
	
               2.7.5

            	
              For
                purposes of this Section 2.7.1, “serious” means any untoward medical
                occurrence that at any dose is fatal or immediately life-threatening,
                results in persistent or significant disability/incapacity, or requires
                in-patient hospitalization or prolongation of an existing hospitalization,
                or is a congenital anomaly, cancer, or overdose. Other important
                medical
                events that may jeopardize the patient or may require intervention
                to
                prevent one of the outcomes listed previously, should also be considered
                “serious”.

            
	 	 
	
               2.7.6

            	
              Information
                provided by one Party to the other Party under this Section 2.7 shall
                be
                maintained in confidence by the receiving Party, except as expressly
                permitted by Article 4 of this Agreement.

            
	 	 
	
               3.

            	
              LICENSE;
                OPTION; DEVELOPMENT AND
                COMMERCIALIZATION

            
	 	 
	
               3.1

            	
              License
                Grants

            
	 	 
	
               3.1.1

            	
              Exclusive
                Non-DC Products License.
                Subject to the terms and conditions of this Agreement, including
                Section
                3.1.2, Geron hereby grants to Merck an exclusive license (even as
                to
                Geron) in the Territory under Geron Patent Rights, Geron Program
                Patent
                Rights, Geron’s interest in Joint Program Patent Rights, Geron Know-How,
                and Geron’s interest in Program Know-How to make, have made, use, offer to
                sell, sell and/or import Non-DC Product(s) (including use for research
                and
                development of such Non-DC Product(s)) for any and all uses in the
                Field.

            


    

     

     

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                   3.1.2

                	
                  Limits
                    on Exclusivity for Non-DC Products Other than Adeno/DNA
                    Products. 

                
	 	 
	 	
                  (a)  For
                    the * year period following the Effective Date, the license granted
                    to
                    Merck pursuant to Section 3.1.1 shall be exclusive to Merck,
                    even as to
                    Geron, except to the extent Geron may conduct any activity under
                    the
                    Research Program pursuant to Article 2. During such *-year period,
                    Geron
                    may not conduct independent work outside the Research Program
                    related to
                    Non-DC Products or DC/Non-DC Therapy or DC/Adeno/DNA
                    Therapy.

                
	 	 
	 	
                  (b)  Following
                    the initial * year period described in Section 3.1.2, and subject
                    to any
                    agreement arising from Merck’s exercise of the Option set forth in Section
                    3.2.3, Geron may conduct research and/or development activities
                    on a
                    Non-DC Product only for the purpose of, and in connection with,
                    the
                    development of a DC/Non-DC Therapy, provided, however, that Geron
                    shall
                    not conduct such research and/or development activities (i) with
                    regard to
                    Adeno/DNA Products, or (ii) with regard to any other Non-DC Product
                    if
                    Merck has previously disclosed to Geron, through the JRC, the
                    JDC (as
                    documented by minutes of the meetings of the JRC or JDC) or through
                    a
                    formal written management communication, that Merck is actively
                    engaged in
                    research in, or development of, or in negotiation for rights
                    to, the type
                    of Non-DC Product regarding which Geron wishes to conduct research
                    and/or
                    development activities.

                
	 	 
	
                   3.1.3

                	
                  For
                    the avoidance of doubt, prior to any agreement arising from
                    Merck’s exercise of the Option set forth in Section 3.2.3, Geron’s ability
                    to conduct research into and development and commercialization
                    of DC
                    Products is not affected in any way by this Agreement.

                
	 	 
	
                   3.1.4

                	
                  Non-Exclusive
                    License to Conduct
                    Assays.
                    Subject to terms and conditions of this Agreement, Geron hereby
                    grants to
                    Merck a non-exclusive license in the Territory under Geron Patent
                    Rights,
                    Geron Know-How, Geron Program Patent Rights, Geron’s interest in Joint
                    Program Patent Rights and Geron’s interest in Program Know-How, to the
                    extent necessary to perform assays solely to measure immunological
                    responses to Telomerase in the research, development, and
                    commercialization of Non-DC Products under this Agreement, including
                    (i)
                    monitoring of treatment in clinical trials and (ii) in support
                    of
                    commercial use of such Non-DC Products.

                
	 	 
	
                   3.1.5

                	
                  Sublicense
                    Rights.
                    Subject to the terms and conditions of this Agreement, Merck
                    will have the
                    right to grant sublicenses of the rights granted to it under
                    Section 3.1
                    (i) to its Affiliates; and (ii) to Third Parties engaged in research,
                    development and marketing of Products, and to contract service
                    providers
                    providing services for Merck, to the extent such sublicenses
                    to Third
                    Parties are required for the research, development and commercialization
                    of Non-DC Products or to perform assays as permitted pursuant
                    to Section
                    3.1.4, in each case for use in the Field by or on behalf of
                    Merck.

                


        

      

    

     

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      omitted portions.

     

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                 3.2

              	
                Research
                  License and Option for DC
                  Products

              
	 	 
	
                 3.2.1

              	
                Research
                  License. Geron hereby grants to Merck
                  a non-exclusive license in the Territory under the Geron Patent
                  Rights,
                  Geron Know-How, Geron Program Patent Rights and Geron’s interest in Joint
                  Program Patent Rights and Geron’s interest in Program Know-How, and
                  Materials, solely for the purpose of conducting research in those
                  aspects
                  of the Research Program pertaining to DC Products and DC/Adeno/DNA
                  Therapies. The license set forth in this Section 3.2.1 shall automatically
                  terminate * (*) years from the Effective Date, unless otherwise
                  agreed by
                  the Parties. Notwithstanding the non-exclusive nature of such license,
                  in
                  order to preserve the exclusive nature of Merck’s option pursuant to
                  Section 3.2.3, Geron shall not grant any license in the Territory
                  to any
                  Third Party under Geron Patent Rights, Geron Know-How, Geron Program
                  Patent Rights, Geron’s interest in Joint Program Patent Rights or Geron’s
                  interest in Program Know-How to develop or commercialize DC Products,
                  DC/Non-DC Therapies or DC/Adeno/DNA Therapies in the Field during
                  such
                  *-year period. 

              
	 	 
	
                 3.2.2

              	
                Provision
                  of Clinical Trial Information by Geron. During
                  the term of the license set forth in Section 3.2.1, and subject
                  to the
                  provisions of Article 4, Geron shall provide updates to Merck on
                  developments in on-going Clinical Trials of DC Products sponsored
                  by
                  Geron. Such updates shall be subject to nondisclosure obligations
                  pursuant
                  to Article 4 hereof.

              
	 	 
	
                 3.2.3

              	
                Option
                  for Commercial License to DC Products

              
	 	 
	 	
                (a)     
                  Geron hereby grants to Merck an exclusive option to enter into
                  an
                  exclusive arrangement (or non-exclusive arrangement if mutually
                  agreed by
                  the Parties), subject to any pre-existing obligations of Geron
                  to Third
                  Parties, to develop and commercialize DC Products, DC/Non-DC Therapies
                  and
                  DC/Adeno/DNA Therapies, and obtain an exclusive license (or non-exclusive
                  license if mutually agreed by the Parties), subject to any pre-existing
                  obligations of Geron to Third Parties, under the Geron Patent Rights,
                  Geron Know-How, and Geron’s interest in Program Patent Rights and Program
                  Know-How, in the Field (the “DC Option”). Merck’s right to exercise the DC
                  Option shall expire two (2) years after the Effective Date,
                  unless
                  otherwise agreed by the Parties. Merck shall be entitled to exercise
                  the
                  DC Option by providing written notice to Geron at any time prior
                  to
                  expiration of the DC Option.

              
	 	 
	 	
                (b)     
                  Upon exercise of the DC Option by Merck, Merck shall have the right
                  to
                  exclusively negotiate with Geron as set forth in this Section 3.2.3(b)
                  for
                  the development and commercialization of DC Products, DC/Non-DC
                  Therapies
                  and/or DC/Adeno/DNA Therapies in the Field. The Parties shall meet
                  and
                  negotiate in good faith for the purpose of entering into an agreement
                  regarding such an arrangement. If, after negotiating in good faith
                  for *
                  (*) days, subject to any mutually agreed extension (such extension
                  not to
                  be unreasonably withheld), Merck and Geron are unable to agree
                  on the
                  commercial terms of such an agreement, Merck’s DC Option shall be
                  extinguished.

              
	 	 
	
                 3.2.4

              	
                Relation
                  to Initial Research Program.
                  For avoidance of doubt, while the Initial Research Program will
                  focus on
                  an evaluation of *, this Agreement provides Merck with the exclusive
                  right
                  to develop Non-DC Products not limited to Adeno/DNA Products. Geron
                  retains the exclusive right to develop DC Products, including DC/Non-DC
                  Therapies.

              


      

    

     

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      omitted portions.

     

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                 3.3

              	
                License
                  and Option Grants to Geron

              
	 	 
	
                 3.3.1

              	
                Merck
                  hereby grants to Geron a fully paid-up non-exclusive, non-sublicensable
                  (except for the limited right to grant a sublicense to make on
                  behalf of
                  Geron) license in the Territory under Merck Telomerase Program
                  Patent
                  Rights and under Merck’s interest in Program Know-How relating to
                  Telomerase Antigens, to make, have made, use, sell, offer to sell
                  and
                  import DC Products and DC/Non-DC Therapies in the
                  Field.

              
	 	 
	
                 3.3.2

              	
                Merck
                  hereby grants to Geron an option to negotiate in good faith a
                  non-exclusive but sublicensable license in the Territory on commercially
                  reasonable terms to be negotiated under Merck Telomerase Program
                  Patent
                  Rights and under Merck’s interest in Program Know-How relating to
                  Telomerase Antigens, to make, have made, use, sell, offer to sell
                  and
                  import DC Products and DC/Non-DC Therapies in the
                  Field.

              
	 	 
	
                 3.4

              	
                No
                  Implied Licenses; Retained
                  Rights

              
	 	 
	
                 3.4.1

              	
                No
                  Implied Licenses.Neither
                  Party shall obtain any license or other intellectual property interest
                  in,
                  to, or under any Information or Patent Rights of the other Party,
                  by
                  implication or otherwise except as expressly set forth in this
                  Article
                  3.

              
	 	 
	
                 3.4.2

              	
                Retained
                  Rights.
                  Each Party retains all rights not explicitly granted in this Article
                  3. In
                  particular, but without limitation, except as provided in Section
                  3.3,
                  Merck retains all of its rights and grants no license relating
                  to Non-DC
                  Technologies.

              
	 	 
	
                 3.5

              	
                Diligence
                  in Development and Commercialization

              
	 	 
	
                 3.5.1

              	
                Merck
                  shall use Commercially Reasonable Efforts, at its own
                  expense, to develop and commercialize one or more Non-DC Product(s)
                  for
                  use in the Field. The obligations of Merck with respect to any
                  Non-DC
                  Product under this Section 3.5 are expressly conditioned upon the
                  continuing absence of any adverse condition or event relating to
                  the
                  safety or efficacy of the Non-DC Product, and the obligation of
                  Merck to
                  develop or market any such Non-DC Product shall be delayed or suspended
                  so
                  long as in Merck’s opinion any such condition or event exists. Merck shall
                  be obligated to use Commercially Reasonable Efforts to investigate
                  and
                  attempt to resolve any such adverse condition or event. If, in
                  Merck’s
                  opinion, such material or adverse condition arises, Merck shall
                  promptly
                  inform Geron at the next quarterly JDC meeting, and shall provide
                  the JDC
                  with an explanation for any decision to delay or suspend the development
                  or marketing of a Non-DC Product, together with a description of
                  actions
                  planned by Merck to resolve the underlying cause of such delay
                  or
                  suspension. If Geron reasonably believes that Merck has made a
                  decision to
                  cease, or has actually ceased, development of all Non-DC Products
                  for a
                  period of * (*) or more consecutive months, Geron shall so notify
                  Merck in
                  writing. Upon receipt of such written notice, Merck shall prepare
                  and
                  present a revised CDP to the next JDC meeting occurring more than
                  * (*)
                  days after delivery of such notice by Geron (but in any event no
                  more than
                  one Calendar Quarter after delivery of such notice). Such revised
                  CDP
                  shall include an identification of all obstacles in the development
                  of a
                  Non-DC Product and Merck’s plan for overcoming such obstacles. Geron shall
                  inform Merck of any concerns that it has with Merck’s revised CDP, and the
                  Parties shall meet as necessary to discuss such concerns. Merck
                  may, in
                  its discretion, further revise
                  the CDP to reflect Geron’s concerns. If, after Merck and Geron have had an
                  opportunity to fully explore any concerns of Geron with Merck’s revised
                  CDP, Geron continues to remain reasonably dissatisfied with Merck’s
                  revised CDP, Geron may provide written notice of material breach
                  to Merck
                  pursuant to Section
                  9.3.1.

              


      

    

     

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               3.6

            	
              Option
                of Geron to Co-promote in the United
                States

            
	 	 
	
               3.6.1

            	
              Geron
                Right to Co-Promote.
                Subject to the obligations of Merck existing as of the Effective
                Date,
                Merck hereby grants Geron an option to co-promote any Product developed
                hereunder in the U.S. only (the “Co-promotion
                Option”)
                by Detailing (as such term is defined in Schedule 3.6) the Non-DC
                Product
                to physicians other than primary care providers who are designated
                by
                Merck as candidates for Detailing the Product (“Target
                Prescribers”)
                Geron’s right to co-promote any Product hereunder is subject to the
                provisions of this Section 3.6, and is conditioned on Geron’s exercise of
                the Co-Promotion Option set forth in Section 3.6.3, Geron’s demonstrated
                ability to perform such mutually agreed co-promotion obligations
                as are
                set forth in a Co-Promotion Agreement mutually acceptable to the
                Parties
                and containing terms and conditions substantially consistent with
                Schedule
                3.6. Any rights to co-promote Non-DC Products shall only be granted
                to
                Geron or a wholly-owned subsidiary of Geron, and shall not be assignable
                or transferable except as may be otherwise agreed in the Co-Promotion
                Agreement.

            
	 	 
	
               3.6.2

            	
              Procedure.
                (a) Merck shall determine the projected Launch Date (as such term
                is
                defined in Schedule 3.6) of the Product, and shall keep Geron apprised
                at
                quarterly JDC meetings of any changes in the projected Launch Date
                for the
                Non-DC Product, so that Geron has reasonable notice thereof. Merck
                will
                notify Geron in writing of the projected Launch Date for each Product
                hereunder at least * (*) months in advance of such projected Launch
                Date.
                Subject to notice by Merck as set forth in the preceding sentence,
                Geron
                will notify Merck in writing of its intent to exercise the Co-Promotion
                Option at any time but no later than * (*) months prior to the projected
                Launch Date as communicated by Merck(the “Exercise
                Date”). If Geron chooses to exercise the Co-Promotion Option,
                Merck and Geron will enter into a definitive Co-Promotion Agreement
                consistent with the terms and conditions set forth in Schedule 3.6
                *. 

            
	 	 
	 	
              (b)     
                Notwithstanding Section 3.6.2(a), if Merck determines that an accelerated
                time schedule for the Exercise Date and execution of a Co-Promotion
                Agreement is necessary to optimally plan and execute the launch of
                the
                Product, Merck will inform Geron and the Parties will agree on the
                revised
                schedule for exercise of the Co-Promotion Option and execution of
                a
                definitive Co Promotion Agreement *.

            
	 	 
	
               3.6.3

            	
              Co-Promotion
                Obligations. If Geron exercises the Co-Promotion Option,
                Geron shall be required to commence Detailing the Product on the
                Launch
                Date, and shall be required to deploy a sufficient number * of Specialty
                Sales Representatives (as such term is defined in Schedule 3.6),
                based on
                the reach and frequency of Detailing that Merck determines is desirable
                to
                the Target Prescribers. Merck shall inform Geron at least * (*) days
                before the Exercise Date of the total number of Specialty Sales
                Representatives required for the Detailing of the Product on the
                Launch
                Date. Merck and Geron will mutually agree on the number of Specialty
                Sales
                Representatives Geron will deploy as outlined in Schedule 3.6.
                Compensation in any event shall be as described in Schedule
                3.6.

            


    

    

       

      
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          Commission. Confidential treatment has been requested with respect to the
          omitted portions.

         

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               3.6.4

            	
              Lapse
                of Co-Promotion
                Option.
                Geron’s right to co-promote a Product hereunder shall lapse if, with
                respect to such Product:

            
	 	 
	 	
              (a)  Geron
                does not notify Merck in writing of its intent to exercise the
                Co-Promotion Option by the Exercise Date (subject to reinstatement
                of the
                Co-Promotion Option as provided in Section 3.6.2); or

            
	 	 
	 	
              (b)  Geron
                cannot provide the number of Specialty Sales Representatives set
                forth in
                Schedule 3.6; or

            
	 	 
	 	
              (c)      
                For the reasons set forth in Schedule 3.6; or

            
	 	 
	 	
              (d)  Geron
                is involved in a Major Pharma Change of Control as set forth in Section
                9.2; or

            
	 	 
	 	
              (e)  The
                Agreement is terminated pursuant to Article 9.

            
	 	 
	
               3.7

            	
              Bankruptcy

            
	 	 
	
                3.7.1

            	
              All
                licenses granted under or pursuant to this Agreement by Geron to
                Merck
                are, and shall otherwise be deemed to be, for purposes of Section
                365(n)
                of the Code, licenses of rights to “intellectual property” as defined
                under Section 101(35A) of the Code. The Parties agree that Merck,
                as a
                licensee of such rights under this Agreement, shall retain and may
                fully
                exercise all of its rights and elections under the Code, and that
                upon
                commencement of a bankruptcy proceeding by or against Geron under
                the
                Code, Merck shall be entitled, to the extent necessary for Merck
                to
                continue to preserve its license rights under this Agreement, to
                a
                complete duplicate of any such intellectual property and all embodiments
                of such intellectual property. Such intellectual property and all
                embodiments thereof shall be promptly delivered to Merck (i) upon
                any such
                commencement of a bankruptcy proceeding upon written request therefor
                by
                Merck, unless Geron elects to continue to perform all of its obligations
                under this Agreement or (ii) if not delivered under (i) above, upon
                the
                rejection of this Agreement by or on behalf of Geron upon written
                request
                therefor by Merck. The foregoing provisions of this Section 3.7 are
                without prejudice to any rights Merck may have arising under the
                Code or
                other applicable law.

            
	 	 
	
               4.

            	
              CONFIDENTIALITY
                AND PUBLICATION

            
	 	 
	
               4.1

            	
              Nondisclosure
                Obligation

            
	 	 
	
               4.1.1

            	
              All
                Information disclosed by one Party to the other Party hereunder shall
                be
                maintained in confidence by the receiving Party and shall not be
                disclosed
                to any Third Party or Related Party, or used for any purpose except
                as set
                forth herein without the prior written consent of the disclosing
                Party,
                except to the extent that such Information:

            
	 	 
	 	
              (a)  is
                known by the receiving Party at the time of its receipt, and not
                through a
                prior disclosure by the disclosing Party, as documented by the receiving
                Party’s business records;

            
	 	 
	 	
              (b)  is
                in the public domain by use and/or publication before its receipt
                from the
                disclosing Party, or thereafter enters the public domain through
                no fault
                of the receiving Party;

            
	 	 
	
               

            	
               (c)    
                is subsequently disclosed to the receiving Party by a Third Party
                who may
                lawfully do so and is not under an obligation of confidentiality
                to the
                disclosing Party;

            


    

     

     

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              (d)  is
                developed by the receiving Party independently of Information received
                from the disclosing Party, as documented by the receiving Party’s business
                records;

            
	 	 
	 	
              (e)  is
                disclosed to governmental or other regulatory agencies in order to
                obtain
                patents or to gain or maintain approval to conduct clinical trials
                or to
                market Product, but such disclosure may be only to the extent reasonably
                necessary to obtain patents or authorizations;

            
	 	 
	 	
              (f)  is
                (i) Licensed Subject Matter licensed to Merck hereunder and is deemed
                necessary by Merck to be disclosed to Related Parties, agents,
                consultants, and/or other Third Parties for any and all purposes
                Merck and
                its Affiliates deem necessary or advisable for the research and
                development, manufacturing and/or marketing of the Non-DC Product
                (or for
                such entities to determine their interest in performing such activities)
                or (ii) Licensed Subject Matter licensed to Geron hereunder and is
                deemed
                necessary by Geron to be disclosed to Affiliates, agents, consultants,
                permitted sublicensees and/or other Third Parties for any and all
                purposes
                Geron and its Affiliates deem necessary and advisable for the research
                and
                development, manufacturing or marketing of any DC-Product or DC/Non-DC
                Therapy (or for such entities to determine their interest in performing
                such activities), provided that such activities by either Party shall
                be
                in accordance with this Agreement on the condition that such Third
                Parties
                agree in writing to be bound by the confidentiality and non-use
                obligations contained in this Agreement; and further provided that
                the
                term of confidentiality for such Third Parties shall be no less than
                ten
                (10) years; or 

            
	 	 
	 	
              (g)  is
                deemed necessary by counsel to the receiving Party to be disclosed
                to such
                Party’s attorneys, independent accountants or financial advisors for the
                sole purpose of enabling such attorneys, independent accountants
                or
                financial advisors to provide advice to the receiving
                Party.

            
	 	 
	 	
              Any
                combination of features or disclosures shall not be deemed to
                fall within the foregoing exclusions merely because individual features
                are published or available to the general public or in the rightful
                possession of the receiving Party unless the combination itself and
                principle of operation are published or available to the general
                public or
                in the rightful possession of the receiving Party.

            
	 	 
	
               4.1.2

            	
              If
                a Party is required by judicial or administrative process to disclose
                Information that is subject to the non-disclosure provisions of this
                Section 4.1 or Section 4.2, such Party shall promptly inform the
                other
                Party of the disclosure that is being sought in order to provide
                the other
                Party an opportunity to challenge or limit the disclosure obligations.
                Information that is disclosed by judicial or administrative process
                shall
                remain otherwise subject to the confidentiality and non-use provisions
                of
                this Section 4.1 and Section 4.2, and the Party disclosing Information
                pursuant to law or court order shall take all steps reasonably necessary,
                including without limitation obtaining an order of confidentiality,
                to
                ensure the continued confidential treatment of such Information.
                Each
                Party agrees that it shall cooperate fully and in a timely manner
                with the
                other with respect to all disclosures to the Securities and Exchange
                Commission and any other governmental or regulatory agencies, including
                requests for confidential treatment of Information of either party
                included in any such disclosure.

            
	 	 
	
               4.2

            	
              Geron
                Know-How

            
	 	 
	
               4.2.1

            	
              Geron
                agrees to use Commercially Reasonable Efforts to keep all Geron Know-How
                and Geron’s interest in Program Know-How that is exclusively licensed to
                Merck pursuant to Section 3.1 confidential, subject to exception
                (b) in
                Section 4.1 above.

            


    

     

     

    20

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

    
      	
               4.3

            	
              Publication

            
	 	 
	
               4.3.1

            	
              Merck
                and Geron each acknowledge the other Party’s interest in
                publishing the results of its research in order to obtain recognition
                within the scientific community and to advance the state of scientific
                knowledge. However, any publication of Information arising from the
                Research Program shall be solely by agreement of the Parties. Each
                Party
                also recognizes the mutual interest in obtaining valid patent protection
                and in protecting business interests and trade secret information.
                Consequently, except for disclosures permitted pursuant to Section
                4.1,
                either Party, its employees or consultants wishing to make a publication
                containing Program Know-How or confidential Information of the other
                Party
                shall deliver to the other Party a copy of the proposed written
                publication or an outline of an oral disclosure at least * (*) days
                prior
                to submission for publication or presentation. The reviewing Party
                shall
                have the right (a) to propose modifications to the publication or
                presentation for patent reasons, trade secret reasons or business
                reasons
                or (b) to request a reasonable delay in publication or presentation
                in
                order to protect patentable information. If the reviewing Party requests
                a
                delay, the publishing Party shall delay submission or presentation
                for a
                period of * (*) days to enable patent applications protecting each
                Party’s
                rights in such information to be filed in accordance with Article
                8 below.
                Upon expiration of such * (*) days, the publishing Party shall be
                free to
                proceed with the publication or presentation. If the reviewing Party
                requests modifications to the publication or presentation, the publishing
                Party shall edit such publication to prevent disclosure of trade
                secret or
                proprietary business information of the reviewing Party prior to
                submission of the publication or presentation. Notwithstanding anything
                in
                this Section 4.3.1 (i) Merck may publish its clinical or manufacturing
                Information relating to Non-DC Products with advance written notice
                to
                Geron and (ii) Geron may publish its clinical or manufacturing Information
                relating to DC Products, provided, however, that for any such publication
                relating to any DC Product covered by a license granted to Geron
                by Merck
                under this Agreement, Geron shall provide advance written notice
                to
                Merck.

            
	 	 
	
               4.4

            	
              Publicity/Use
                of Names/Disclosure of
                Terms

            
	 	 
	
               4.4.1

            	
              Both
                Parties hereby agree that, on or after the Effective Date, Geron
                may issue
                the press release set forth in Schedule 4.4.1.

            
	 	 
	
               4.4.2

            	
              No
                disclosure of the terms of this Agreement beyond those otherwise
                described
                in the press release in Schedule 4.4.1, or otherwise previously publicly
                disclosed as required by law, may be made by either Party. Neither
                Party
                shall use the name, trademark, trade name or logo of the other Party,
                its
                Affiliates or their respective employees in any publicity, promotion,
                news
                release or disclosure relating to this Agreement or its subject matter,
                without the prior express written permission of the other Party,
                except as
                may be required by law. Each Party hereby consents to the use of
                its name
                by the other Party in making reference to the existence of the Agreement
                only to the extent permitted in this Section 4.4.2.

            
	 	 
	
               4.4.3

            	
              Notwithstanding
                the above, either Party may disclose the terms of this Agreement
                to
                accredited investors, investment bankers, or potential acquirors
                or merger
                candidates in the context of due diligence investigations of such
                Party,
                provided that the party to which such information is disclosed is
                subject
                to a nondisclosure obligation no less stringent that that specified
                in
                Section 4.1.

            


    

     

    *
      Certain
      information on this page has been omitted and filed separately with the
      Commission. Confidential treatment has been requested with respect to the
      omitted portions.

     

    21

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      
        	
                 5.

              	
                PAYMENTS;
                  ROYALTIES AND REPORTS

              
	 	 
	
                 5.1

              	
                License
                  Fee

              
	 	 
	
                 5.1.1

              	
                In
                  consideration for license rights granted pursuant to Section 3.1,
                  Merck
                  will pay Geron a non-refundable upfront license fee of two and
                  one-half
                  million dollars ($U.S. 2.5 million). Such payment shall be made
                  within
                  thirty (30) days after the Effective Date. 

              
	 	 
	
                 5.2

              	
                Option
                  Fee

              
	 	 
	
                 5.2.1

              	
                In
                  consideration of the Option rights set forth in Section 3.2, Merck
                  will
                  pay Geron a nonrefundable option fee of one million dollars ($U.S.
                  1
                  million) within thirty (30) days after the Effective
                  Date.

              
	 	 
	
                 5.3

              	
                Milestone
                  Payments

              
	 	 
	
                 5.3.1

              	
                Subject
                  to the terms and conditions of this Agreement, Merck shall pay
                  a
                  non-refundable and non-creditable one-time only retention fee of
                  * dollars
                  ($U.S. *) no later than the earlier of (a) * months
                  * or (b) within * (*) days *;

              
	 	 
	
                 5.3.2

              	
                Subject
                  to the terms and conditions of this Agreement, Merck shall pay
                  a one-time
                  only non-refundable and non-creditable milestone of * dollars ($U.S.
                  *)
                  within * (*) days after *.

              
	 	 
	
                 5.3.3

              	
                Subject
                  to the terms and conditions of this Agreement, Merck shall
                  pay to Geron non-refundable and non-creditable payments set forth
                  below in
                  Section 5.3.2 below for the * to achieve such
                  milestone:

              


      

    

    
       

       

    

     

     

    
      	 (a)    *	
              $
                U.S.  *

               

            
	 (b)    *	
              $
                U.S.  *

               

            
	 (c)    *	
              $
                U.S.  *

               

            
	 (d)    *	
              $
                U.S.  *

               

            
	 (e)    *	
              $
                U.S.  *

               

            
	 (f)    *	
              $
                U.S.  *

               

            


    

     

     

    
      
        	
                5.3.4

              	
                For
                  the first Non-DC Product to achieve a milestone set forth in Section
                  5.3.3
                  for the second Indication, Merck shall pay Geron for the achievement
                  of
                  such milestone at a rate equal to *
                  percent (*%) of the amounts set forth in Section 5.3.3. For the
                  first
                  Non-DC Product to achieve a milestone set forth in Section 5.3.3
                  for the
                  third Indication, Merck shall pay Geron for the achievement of
                  such
                  milestone at a rate equal to *
                  percent (*%) of the amounts set forth in Section 5.3.3. No further
                  milestones shall be payable for subsequent achievement of such
                  milestones
                  by the first or any subsequent Non-DC
                  Product.

              


      

      
         

      

    

     

    *
      Certain
      information on this page has been omitted and filed separately with the
      Commission. Confidential treatment has been requested with respect to the
      omitted portions.

     

    22

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

     

    
      	5.3.5  	
              Merck
                shall notify Geron in writing within thirty (30) days following the
                achievement of each milestone set forth in Sections 5.3.2, 5.3.3,
                or
                5.3.4, and shall make the appropriate milestone payment within thirty
                (30)
                days after the achievement of such
                milestone.

            


    

     

    
      	5.4  	
              Royalties
                for Non-DC Products

            


    

     

    Royalties
      Payable By Merck.
      Subject
      to the terms and conditions of this Agreement, Merck shall pay Geron royalties
      on Net Sales of Non-DC Products, calculated on a Product-by-Product basis,
      as
      set forth in this Section 5.4.

     

    
      	5.4.1  	
              Royalties.

            


    

     

    (a)  Patent
      Royalty Tiers.
      Subject
      to the remaining provisions of Section 5.4, Merck shall pay Geron patent
      royalties in an amount equal to the following percentage of Net Sales of Non-DC
      Products by Merck or its Related Parties, provided that either (x) *; or (y)
      *:

     

    (i)  *
      percent
      (*%) of worldwide Net Sales in each Calendar Year up to and including
*
      dollars
      ($U.S. *);

     

    (ii)  *
      percent
      (*%)
      of
      worldwide Net Sales in each Calendar Year for the portion of Net Sales exceeding
      *
      dollars
      ($U.S. *)
      up to
      and including *
      dollars
      ($U.S. *);
      and

     

    (iii)  *
      percent
      (*%)
      of
      worldwide Net Sales in the Territory in each Calendar Year for the portion
      of
      Net Sales exceeding *
      dollars
      ($U.S. *).

     

    For
      the
      avoidance of doubt, Merck’s royalty obligations under this Section 5.4.1(a)
      shall apply to Merck’s Net Sales with respect to any Non-DC Product that meets
      the requirements of Section 5.4.1(a), above; even if sale or manufacture of
      such
      Non-DC Product is also covered by Merck Telomerase Program Patent Rights;
provided,
      that
      (i) it is understood that Merck Telomerase Program Patent Rights are not
      included in the definition of Valid Patent Claims, and (ii) royalties shall
      be
      due pursuant to this Section 5.4.1(a) only for the duration set forth in Section
      5.4.1(b).

     

    (b)  By
      negotiated agreement of the Parties with respect to all aspects of consideration
      applicable to this Agreement, payment of patent royalties pursuant to Section
      5.4.1(a) shall continue on a country-by-country basis until the later of (1)
      *,
      or (2) *.

     

    (c)  Know-How
      Royalty.
      Except
      as provided for in Section 5.4.1(a) above, in countries where the * would not
      infringe a Valid Patent Claim, and provided that *, Merck shall pay Geron a
      royalty rate on Net Sales at * percent *% of the rate determined in Section
      5.5.1(a). Such royalties shall be calculated after first calculating royalties
      under Section 5.4.1(a) above.

     

    
      	5.4.2  	
              Royalty
                tiers pursuant to 5.4.1(a) and 5.4.1(b) shall be calculated based
                on
                worldwide Net Sales of each Product , provided that the determination
                of
                whether the royalty shall be calculated under 5.4.1(a) or 5.4.1(b)
                shall
                be determined on a country-by-country basis. Royalties on each Product
                at
                the rates set forth above shall continue on a country-by-country
                basis
                until the later of: (i) the end of the royalty obligation under Section
                5.4.1(a); or (ii) for a period of *
                (*) years after First Commercial Sale of such Product in such country
                (the
                “Royalty
                Period”).
                All royalties are subject to the following
                conditions:

            


    

     

    *
      Certain
      information on this page has been omitted and filed separately with the
      Commission. Confidential treatment has been requested with respect to the
      omitted portions.

     

    
       

      23

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

     

    (a)  that
      only
      one royalty shall be due with respect to the same unit of Product;

     

    (b)  that
      no
      royalties shall be due upon the sale or other transfer among Merck or its
      Related Parties, but in such cases the royalty shall be due and calculated
      upon
      Merck’s or its Related Party’s Net Sales to the first independent Third
      Party;

     

    (c)  no
      royalties shall accrue on the sale or other disposition of Product by Merck
      or
      its Related Parties for use in a Clinical Trial; and

     

    (d)  no
      royalties shall accrue on the disposition of Product in reasonable quantities
      by
      Merck or its Related Parties as promotional samples;

     

    (e)  no
      royalties shall accrue on the disposition of Product as donations made by Merck
      in the ordinary course of business; provided,
      that
      *.

     

    
      	5.4.3  	
              Compulsory
                Licenses.
                *

            


    

     

    
      	5.4.4  	
              Retroactive
                Lump-Sum Payment of Royalties.
                *.

            


    

     

    (a)  *.

     

    (b)  *.
      

     

    (c)  *.
      

     

    
      	5.4.5  	
              Non-cash
                Compensation.
                The Parties acknowledge that it may be impracticable to anticipate
                all
                possible ways for Merck and its Related Parties to commercialize
                and
                exploit the licenses granted to them hereunder or which are later
                sublicensed to them, as the case may be, with respect to Non-DC Products,
                or for Merck and/or its Affiliates to receive compensation therefor
                directly or indirectly from Third Parties, but that Geron is properly
                entitled to compensation therefor. Except as permitted pursuant to
                Section
                5.4.2, if any of Merck or its Related Parties transfers to a Third
                Party
                any Non-DC Products, and does not receive compensation for such transfer
                equivalent to commercial sale of Non-DC Products, (including if Merck
                or
                any of its Related Parties receive Net Sales in the form of non-cash
                consideration for any Non-DC Product sold or otherwise transferred
                to a
                Third Party) Merck shall be obligated to promptly report such transfer
                to
                Geron. In such event, Merck and Geron shall discuss in good faith
                and
                agree upon new ways of compensating Geron to the extent currently
                contemplated under Section 5.4.1 and 5.4.2; provided
                that this provision shall not apply to services received by Merck
                or its
                Related Parties from Third Parties in the ordinary course of
                business.

            


    

     

    
      	5.5  	
              Reports;
                Payment of Royalty

            


    

     

    
      	5.5.1  	
              During
                the term of this Agreement following the First Commercial Sale of
                a
                Product, Merck shall furnish to Geron a quarterly written report
                for the
                Calendar Quarter showing the Net Sales of all Products subject to
                royalty
                payments sold by Merck and its Related Parties in the Territory during
                the
                reporting period and the royalties payable under this Agreement.
                Reports
                shall be due on the * (*) day following the close of each Calendar
                Quarter. Royalties shown to have accrued by each 

            


    

     

     

    *
      Certain
      information on this page has been omitted and filed separately with the
      Commission. Confidential treatment has been requested with respect to the
      omitted portions.

     

    
       

      24

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    
 

    
      	 	
              royalty
                report shall be due and payable on the date such royalty report is
                due.
                Merck shall keep complete and accurate records in sufficient detail
                to
                enable the royalties payable hereunder to be determined.
                

            


    

    


    
      	5.6  	
              Audits

            


    

     

    
      	5.6.1  	
              Upon
                the written request of Geron and not more than once in each Calendar
                Year,
                Merck shall permit an independent certified public accounting firm
                of
                nationally recognized standing selected by Geron and reasonably acceptable
                to Merck, at Geron’s expense, to have access during normal business hours
                to such of the records of Merck as may be reasonably necessary to
                verify
                the accuracy of the royalty reports within twenty-four (24) months
                after
                receipt by Geron of such royalty reports. The accounting firm shall
                disclose to Geron only whether the royalty reports are correct or
                incorrect and the amount of any discrepancy. No other information
                shall be
                provided to Geron.

            


    

     

    
      	5.6.2  	
              If
                such accounting firm identifies a discrepancy made during such period,
                the
                appropriate Party shall pay the other Party the amount of the discrepancy
                within thirty (30) days of the date Geron delivers to Merck such
                accounting firm’s written report so concluding, or as otherwise agreed
                upon by the Parties. The fees charged by such accounting firm shall
                be
                paid by Geron, provided,
                however,
                that if such audit uncovers an underpayment of royalties by Merck
                that
                exceeds * of
                the total royalties owed, then the fees of such accounting firm shall
                be
                paid by Merck.

            


    

     

    
      	5.6.3  	
              Merck
                shall include in each sublicense granted by it pursuant to this Agreement
                a provision requiring the sublicensee to make reports to Merck, to
                keep
                and maintain records of sales made pursuant to such sublicense and
                to
                grant access to such records by Geron’s independent accountant to the same
                extent required of Merck under this
                Agreement.

            


    

     

    
      	5.6.4  	
              Upon
                the expiration of *
                (*) months following the end of any Calendar Year, the calculation
                of
                royalties payable with respect to such year shall be binding and
                conclusive upon Geron, and Merck and its Related Parties shall be
                released
                from any liability or accountability with respect to royalties for
                such
                year.

            


    

     

    
      	5.6.5  	
              Geron
                shall treat all financial information subject to review under Section
                5.6.1 or under any sublicense agreement in accordance with the
                confidentiality and non-use provisions of this Agreement, and shall
                cause
                its accounting firm to enter into an acceptable confidentiality agreement
                with Merck and/or its Related Parties obligating it to retain such
                information in confidence pursuant to such confidentiality agreement.
                

            


    

     

    
      	5.7  	
              Payment
                Exchange Rate

            


    

     

    
      	5.7.1  	
              All
                payments to be made by Merck to Geron under this Agreement shall
                be made
                in United States dollars and may be paid by bank wire transfer in
                immediately available funds to such bank account in the United States
                as
                may be designated in writing by Geron from time to time. In the case
                of
                sales outside the United States, the rate of exchange to be used
                in
                computing the monthly amount of currency equivalent in United States
                dollars due Geron shall be made at the monthly rate of exchange utilized
                by Merck in its worldwide accounting system, prevailing on the third
                to
                the last business day of the month preceding the month in which such
                sales
                are recorded by Merck.

            


    

     

     

    *
      Certain
      information on this page has been omitted and filed separately with the
      Commission. Confidential treatment has been requested with respect to the
      omitted portions.

     

    
       

      25

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

     

    
      	5.8  	
              Income
                Tax Withholding

            


    

     

    
      	5.8.1  	
              If
                laws, rules or regulations require withholding of income taxes or
                other
                taxes imposed upon payments set forth in this Article 5, Merck shall
                make
                such withholding payments as may be required and shall subtract such
                withholding payments from the payments set forth in this Article
                5. Merck
                shall deliver to Geron a proof of payment within a reasonable period
                of
                time after making such withholding
                payment.

            


    

     

    
      
        	6.  	
                REPRESENTATIONS
                  AND WARRANTIES; COVENANTS

              


      

       

    

    
      	6.1  	
              Representations
                and Warranties

            


    

     

    
      	6.1.1  	
              Geron
                Representations and Warranties.
                Geron represents and warrants to Merck that, except as indicated
                in
                Schedule 6.1.1, as of the Effective Date of this
                Agreement:

            


    

     

    (a)  to
      Geron’s knowledge, the Geron Patent Rights and Geron Know-How exist and are not
      invalid or unenforceable, in whole or in part in the Field;

     

    (b)  it
      has
      the full right, power and authority to enter into this Agreement, to perform
      its
      obligations under the Research Program and to grant the licenses granted under
      Article 3 hereof;

     

    (c)  it
      has
      not previously assigned, transferred, conveyed or otherwise encumbered its
      right, title and interest in Geron Patent Rights or Geron Know-How in the
      Field;

     

    (d)  to
      Geron’s knowledge, it is the sole and exclusive owner or licensee of the Geron
      Patent Rights and Geron Know-How, all of which are (and shall be, in the case
      of
Geron’s
      interest in Program Patent Rights and Program Know-How)
      free
      and clear
      of any
      liens, charges and encumbrances, and no other person, corporate or other private
      entity, or governmental entity or subdivision thereof, has or shall have any
      claim of ownership whatsoever with respect to the Geron Patent Rights and Geron
      Know-How in the Field;

     

    (e)  to
      Geron’s knowledge there are no claims, judgments or settlements against or owed
      by Geron and no pending or threatened claims or litigation relating to the
      Geron
      Patent Rights and Geron Know-How; and

     

    (f)  to
      Geron’s knowledge Geron has disclosed to Merck all reasonably relevant
      information regarding the Geron Patent Rights and Geron Know-How in the Field
      licensed under this Agreement; and 

     

    (g)  Geron
      has
      been informed of the potential co-promotion rights held by a Third Party, and
      is
      aware that its co-promotion
      rights pursuant to Section 3.6 are limited by Merck’s pre-existing obligations
      to such Third Party, as detailed in Schedule 6.1.2.

     

    
      	6.1.2  	
              Merck
                Representations and Warranties.
                Merck represents and warrants to Geron that, except as indicated
                in
                Schedule 6.1.2, as of the Effective
                Date:

            


    

     

    (a)  it
      has
      the full right, power and authority to enter into this Agreement, and to perform
      its obligations under the Research Program, and to grant the licenses granted
      under Article 3 hereof;

     

    
      
         

        26

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

     

     

    (b)  to
      Merck’s knowledge, it owns or Controls all intellectual property rights that as
      of the Effective Date *;

     

    (c)  it
      has
      had a full opportunity to conduct, and has conducted, a diligence review of
      the
      Geron Patent Rights, Geron Know-How and the information disclosed in Schedule
      6.1.1 and other matters relevant to this Agreement.

     

    (d)  Merck
      has
      been informed of the license rights granted by Geron, and the pre-existing
      obligations of Geron, to a Third Party, and is aware that exclusivity with
      respect to any license to Merck to develop and commercialize DC Products,
      DC/Non-DC Therapies, and DC/Adeno/DNA Therapies
      under
the
      option
      rights set forth in Section 3.2.3 is limited by the license rights granted,
      and
      Geron’s pre-existing obligations, to such Third Party, as detailed in Schedule
      6.1.1.
      

     

    
      	6.2  	
              Representation
                and Covenant by Geron Related to Colorado
                Agreement

            


    

     

    Geron
      represents and warrants to Merck that as of the Effective Date, Geron is party
      to an Intellectual Property License Agreement with the University Technology
      Corporation (“Colorado”)
      dated
      December 9, 1996, as such agreement is amended as of the Effective Date, true
      and correct copies of which have been provided to Merck prior to the Effective
      Date (“Colorado
      Agreement”).
      Geron
      hereby covenants that in no event shall Geron terminate or amend, or knowingly
      take any action or fail to take any action that will cause the termination
      or
      amendment of, the Colorado Agreement after the Effective Date in a manner that
      would prejudice the rights of Merck pursuant to the Colorado Agreement.


     

    
      	6.3  	
              Limitation
                of Liability.

            


    

     

    IN
      NO
      EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE,
      INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION,
      ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE, LOSS OR INACCESSIBILITY
      OF
      DATA, OR INTERRUPTION OF BUSINESS, ARISING UNDER OR RELATING TO THIS AGREEMENT
      OR THE SUBJECT MATTER HEREOF, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE
      POSSIBILITY OF SUCH DAMAGES.

     

    
      	7.  	INDEMNIFICATION;
              INSURANCE


    

     

    
      	7.1  	
              Indemnification
                by
                Geron

            


    

     

    Subject
      to the limitation of liability set forth in Section 6.1.4 hereof, Geron hereby
      agrees at all times during the term of this Agreement to indemnify, defend
      and
      hold harmless Merck and its Affiliates (collectively, “Merck Indemnified
      Parties”) from and against any and liabilities, actions, losses, damages, claims
      or expenses, including reasonable attorneys’ fees and costs (collectively,
“Indemnified Losses”), arising from or based on a breach of Geron’s
      representations and warranties contained in Section 6.1.1, provided that such
      indemnification obligation shall not apply to Indemnified Losses on the part
      of
      a Merck Indemnified Party to the extent such Merck Indemnified Party is
      adjudicated (in a final non-appealable judgment) to have acted in a grossly
      negligent or willfully wrongful manner.

     

     

    *
      Certain
      information on this page has been omitted and filed separately with the
      Commission. Confidential treatment has been requested with respect to the
      omitted portions.

     

     

    
      
         

        27

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

     

     

    
      	7.2  	
              Indemnification
                by Merck

            


    

     

    Merck
      agrees to defend, indemnify and hold harmless Geron and its Affiliates; the
      University of Colorado; University License Equity Holdings, Inc.; and the Howard
      Hughes Medical Institute, and each of their directors, officers, employees,
      and
      agents (collectively the "Geron Indemnified Parties") from and against any
      and
      all Indemnified Losses (a) arising
      from or based on a breach of Merck’s representations and warranties contained in
      Section 6.1.2, or (b) resulting from personal injury, product liability or
      property damage relating to or arising from: (i) the manufacture, use, promotion
      or sale of any Product by Merck or its Related Parties; or (ii) the use by
      any
      person of a Product made, created, sold or otherwise transferred by Merck or
      its
      Related Parties; or (iii) the use by Merck or its Related Parties of Geron
      Patent Rights, Geron Know-How, Geron Program Patent Rights or any Geron interest
      in Program Know-How outside the Field;
      provided
      that
      such indemnification obligation shall not apply to Indemnified Losses on the
      part of a Geron Indemnified Party to the extent such Geron Indemnified Party
      is
      adjudicated (in a final non-appealable judgment) to have acted in a grossly
      negligent or willfully wrongful manner.

     

    
      	7.3  	
              Notification
                of Claims; Conditions to Indemnification
                Obligations

            


    

     

    The
      Parties shall promptly notify each other of any claims or suits with respect
      to
      which indemnification under this Agreement is or could be sought. The Party
      requesting indemnification shall permit the indemnifying Party to assume the
      defense of such claims or suits giving rise to the request at the indemnifying
      Party’s sole expense. The Party requesting indemnification shall cooperate with
      the indemnifying Party in such defense when reasonably requested to do so.
      In no
      event shall the indemnifying Party compromise or settle any claim or suit in
      a
      manner that admits fault or negligence on the part of the indemnified Party,
      or
      that would otherwise adversely affect any rights of the indemnified Party,
      without the prior written consent of the indemnified Party. The indemnifying
      Party shall have no liability under this Article 7 with respect to claims or
      suits settled or compromised without the indemnifying Party’s prior knowledge
      and express written consent.

     

    
      	7.4  	
              Insurance

            


    

     

    Throughout
      the term of this Agreement, Merck shall obtain and keep in force comprehensive
      general liability insurance or shall self insure covering each occurrence of
      bodily injury and property damage in amounts consistent with other similar
      contractual arrangements of Merck. Merck shall deliver to Geron, at Geron’s
      request, an insurer or insurer’s agent signed Certificates of Insurance, as
      evidence that policies providing such coverage of insurance are in full force
      and effect and with insurers, having an AM Best (A-) or higher rating.
      Thereafter, the certificates of insurance shall be provided annually. These
      Certificates shall provide that not less than thirty (30) calendar days advance
      notice will be given in writing to Geron of any cancellation, termination,
      or
      material alteration of said insurance policies. The Geron Indemnified Parties
      shall be added as additional insureds on all policies. Except for Indemnified
      Losses on the part of a Geron Indemnified Party to the extent such Geron
      Indemnified Party is adjudicated (in a final non-appealable judgment) to have
      acted in a grossly negligent or willfully wrongful manner, Merck's insurance
      shall be primary with no contribution by Geron's insurance.

     

     

    28

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	8.  	
              PATENT
                PROVISIONS

            


    

     

    
      	8.1  	
              Geron
                Patent Rights

            


    

     

    
      	8.1.1  	
              Filing
                Prosecution and Maintenance of Geron Patent
                Rights

            


    

     

    Geron
      shall use Commercially Reasonable Efforts to file, prosecute and maintain in
      the
      Territory the Geron Patent Rights licensed to Merck under this Agreement. Geron
      shall provide Merck with periodic updates on prosecution of Geron Patent Rights
      relevant to the Field and shall cooperate with Merck with respect to strategies
      for securing patent protection for the Field. In particular, Geron shall consult
      with Merck and consider Merck’s suggestions regarding countries where such Geron
      Patent Rights shall be filed. All final decisions with respect to prosecution
      of
      Geron Patent Rights shall be made by Geron.

     

    
      	8.1.2  	
              Interference,
                Opposition, Reexamination and Reissue of Geron Patent
                Rights

            


    

     

      (a)    
      Geron
      shall, within ten (10) days of learning of such event, inform Merck of any
      request for, or filing or declaration of, any interference, opposition, reissue
      or reexamination relating to Geron Patent Rights. Merck and Geron shall
      thereafter consult and cooperate fully to determine a course of action with
      respect to any such proceeding. All final decisions with respect to such
      proceedings shall be made by Geron. 

     

      (b)    
      Any
      decision to initiate any reexamination, interference or reissue proceeding
      relating to Geron Patent Rights relevant to the Field shall be taken in
      consultation with Merck, but any final decision with respect to such proceedings
      shall be made by Geron.

     

      (c)    
      In
      connection with any interference, opposition, reissue, or reexamination
      proceeding relating to Geron Patent Rights relevant to the Field, Merck and
      Geron will cooperate fully and will provide each other with any information
      or
      assistance that either may reasonably request. Geron shall keep Merck informed
      of developments in any such action or proceeding, including, to the extent
      permissible by law, consultation on any settlement, the status of any settlement
      negotiations and the terms of any offer related thereto. Any final decision
      to
      settle any such action shall be made by Geron.

     

      (d)    
      Geron
      shall bear the expense of any interference, opposition, reexamination, or
      reissue proceeding relating to Geron Patent Rights.

     

    
      	8.1.3  	
              Enforcement
                and Defense of Geron Patent Rights and Geron
                Know-How

            


    

     

      (a)    
      Each
      Party shall provide the other with notice of any infringement or declaratory
      judgment action with respect to Geron Patent Rights or misappropriation or
      misuse of Geron Know-How with respect to Non-DC Products in the Field that
      may
      come to its attention. Merck and Geron shall thereafter consult and cooperate
      fully to determine a course of action, including but not limited to the
      commencement of legal action to terminate such infringement or misappropriation.
      As between Merck and Geron, Geron shall have the right to initiate and prosecute
      such legal action at its own expense, and to control the defense of any
      declaratory judgment action, relating to Geron Patent Rights. Geron shall keep
      Merck informed of developments in any such action or proceeding, including
      consultation on any settlement, the status of any settlement negotiations and
      the terms of any offer related thereto. 

     

     

    29

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

      (b)    
      At
      Geron’s request, Merck shall join any such action as a party. Merck and Geron
      may agree to jointly undertake a legal action to defend or enforce the Geron
      Patent Rights or Geron Know-How in the Field. 

     

      (c)    
      With
      respect to infringement of Geron Patent Rights or misappropriation or misuse
      of
      Geron Know-How in connection with a product which would, under this Agreement
      constitute a Non-DC Product for use in the Field then, where such product is
      either (1) a product marketed by a Third Party, or (2) a product proposed to
      be
      marketed by a Third Party and in respect of which Geron or Merck has received
      certification under 21 U.S.C. §§355(b)(2)(A)(iv) or (j)(2)(A)(vii)(IV) or its
      successor provisions, or any similar provisions relating to biologicals in
      a
      country in the Territory, Geron’s right to initiate and prosecute an appropriate
      legal action shall be a first right. Within five (5) business days of receipt
      of
      such certification, Geron shall provide Merck with a copy of such certification
      and Geron shall timely inform Merck if it elects not to exercise such first
      right and, subject to any other obligations of Geron existing as of the
      Effective Date, Merck shall thereafter have the right to initiate and prosecute
      such action to terminate infringement, of Geron Patent Rights, or
      misappropriation or misuse of Geron Know-How in the names of Merck and, if
      necessary, Geron. If Merck exercises its right to assume initiation and/or
      prosecution of such actions, Merck shall keep Geron informed of developments
      in
      any such action or proceeding, including consultation on any settlement, the
      status of any settlement negotiations and the terms of any offer related
      thereto. No settlement or other concession of any action related to Geron Patent
      Rights initiated by Merck as permitted by this paragraph shall be entered into
      without Geron’s written agreement. 

     

      (d)    
      In
      any
      action pursuant to this Section 8.1.3, each Party shall have the right to be
      represented by counsel of its own choice, and Merck and Geron will cooperate
      fully and will provide each other with any information or assistance that either
      may reasonably request. 

     

    
      	8.1.4  	
              Any
                recovery obtained by either Geron or jointly by Merck and Geron in
                connection with or as a result of any action contemplated by this
                Section
                8.1, whether by settlement or otherwise, shall be shared in order
                as
                follows:

            


    

     

    (a)  The
      Party
      which initiated and prosecuted the action shall recoup all of its costs and
      expenses incurred in connection with the action;

     

    (b)  The
      other
      Party shall then, to the extent possible, recover its costs and expenses
      incurred in connection with the action; and

     

    (c)  the
      amount of any recovery remaining shall then be allocated between the Parties
      on
      a pro rata
      basis
      taking into consideration the relative economic losses suffered by each
      Party.

     

    
      	8.2  	
              Licensed
                Program Patent Rights 

            


    

     

    
      	8.2.1  	
              Filing,
                Prosecution and Maintenance of Licensed Program Patent
                Rights

            


    

     

    (a) Geron
      shall have the first right to file, prosecute and maintain in the Territory,
      upon appropriate consultation with Merck, the Geron Program Patent Rights,
      and
      Merck shall have the first right to file, prosecute and maintain in the
      Territory, upon appropriate consultation with Geron, the Merck Program Patent
      Rights and Joint Program Patent Rights. Each Party shall promptly provide a
      written report to the other Party of any potentially patentable Program Know-How
      that may be solely or partially owned by the other Party prior to the filing
      of
      any corresponding patent application, together with the Party’s determination of
      inventorship for that Invention. With respect to all proposed Licensed Program
      Patent Rights for which a patent application is to be filed, the filing Party
      shall give the non-filing Party an opportunity to review the text of the
      application before filing, shall consult with the non-filing Party with respect
      thereto, including with respect to determination of inventorship and ownership.
      The filing Party shall supply the non-filing Party with a copy of the
      application as filed, together with notice of its filing date and serial number.
      Upon request by the non-filing Party, the filing Party shall also provide the
      non-filing Party with timely copies of all papers related to the prosecution
      and
      maintenance of patents and patent applications covering Licensed Program Patent
      Rights at least fifteen (15) days in advance of the filing of any response
      and
      shall take into account any comments and suggestions made by the non-filing
      Party. Each Party shall promptly give notice to the other of the allowance,
      grant, lapse, revocation, surrender, invalidation or abandonment of any Licensed
      Program Patent Rights for which it is responsible for the filing, prosecution
      and maintenance. With respect to all filings hereunder, the filing Party shall
      be responsible for payment of all costs and expenses related to such
      filings.

     

    30

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    (b) If
      the
      Party with the first right to file, prosecute or maintain Licensed Program
      Patent Rights elects not to do so, it shall timely notify the other Party,
      and
      the other Party shall have the right to file, prosecute or maintain, as
      applicable, such Licensed Program Patent Rights. The non-filing Party shall
      execute such documents and perform such acts at its expense as may be reasonably
      necessary for the other to perform such filing, prosecution and/or maintenance.
      In the event that Geron elects not to file, prosecute or maintain Licensed
      Program Patent Rights , and Merck assumes the burden of doing so, then the
      associated expenses and costs incurred by Merck shall be fully creditable
      against any royalties owed by Merck under this Agreement; provided,
      however,
      that no
      royalty payment when due, regardless of the number of such credits available
      in
      accordance with the terms of this Agreement, shall be reduced by more than
      *
      percent (*%). Unused credits may be carried over into subsequent royalty
      periods. In the event that Merck elects, pursuant to the notice provisions
      of
      Section 10.4, not to file, prosecute or maintain Licensed Program Patent Rights,
      and Geron assumes the burden of doing so, then the associated expenses and
      costs
      incurred by Geron shall be borne by Geron, and Geron shall receive an automatic,
      irrevocable fully paid-up and freely sublicensable license under any such
      Licensed Program Patent Rights.

     

    
      	8.2.2  	
              Interference,
                Opposition, Reexamination and
                Reissue

            


    

     

    (a) Each
      Party shall, within ten (10) days of learning of such event, inform the other
      of
      any request for, or filing or declaration of, any interference, opposition,
      reissue or reexamination relating to Program Patent Rights. The right to control
      any such proceeding with respect to Licensed Program Patent Rights shall be
      as
      specified with respect to patent filing, prosecution and maintenance in Section
      8.2.1.

     

    (b) Neither
      Party shall initiate any reexamination, interference or reissue proceeding
      relating to Licensed Program Patent Rights without the prior written consent
      of
      the other, which consent shall not be unreasonably withheld. 

     

     

    


     

    


     

    *
      Certain
      information on this page has been omitted and filed separately with the
      Commission. Confidential treatment has been requested with respect to the
      omitted portions.

     

    31

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    (c) In
      connection with any interference, opposition, reissue, or reexamination
      proceeding relating to Licensed Program Patent Rights, Merck and Geron will
      cooperate fully and will provide each other with any information or assistance
      that either may reasonably request. Each Party shall keep the other informed
      of
      developments in any such action or proceeding, including, to the extent
      permissible by law, consultation on and approval of any settlement, the status
      of any settlement negotiations and the terms of any offer related
      thereto.

     

    (d) Geron
      shall bear the expense of any interference, opposition, reexamination, or
      reissue proceeding relating to Geron Program Patent Rights. Merck shall bear
      the
      expense of any interference, opposition, reexamination, or reissue proceeding
      relating to Merck Program Patent Rights or Joint Program Patent
      Rights.

     

    
      	8.2.3  	
              Enforcement
                and Defense of Program Know-How and Licensed Program Patent Rights
                

            


    

     

    (a) Each
      Party shall give the other notice of either (i) any infringement of Licensed
      Program Patent Rights, (ii) any declaratory judgment action relating to Licensed
      Program Patent Rights or (iii) any misappropriation or misuse of Program
      Know-How that is licensed hereunder, that may come to its attention. Geron
      shall
      have the right to initiate and prosecute, at its own expense, actions to
      terminate any infringement of Geron Program Patent Rights and/or to control
      the
      defense of any declaratory judgment action relating to Geron Program Patent
      Rights. Merck shall have the right to initiate and prosecute, at its own
      expense, actions to terminate any infringement of Merck Program Patent Rights
      and/or to control the defense of any declaratory judgment action relating to
      Merck Program Patent Rights. The Parties shall mutually agree on any strategy
      to
      initiate and prosecute actions to terminate any infringement of Joint Program
      Patent Rights and/or to control the defense of any declaratory judgment action
      relating to Joint Program Patent Rights. The Parties shall mutually agree on
      any
      strategy to bring non-patent legal action to address any misappropriation or
      misuse of Program Know-How . (b) With
      respect to infringement of Licensed Program Patent Rights , if the Party having
      the right to initiate and prosecute an action as provided in this Section 8.2.3
      elects not to exercise such right, it shall promptly inform the other, and
      at
      the request of the other Party, the Parties shall agree upon a strategy and
      cost-sharing arrangement under which the other Party may initiate and prosecute
      such action and/or control the defense of such declaratory judgment action
      in
      the name of one or both of the Parties as necessary and/or appropriate. For
      any
      action to terminate any infringement of Licensed Program Patent Rights or
      address any misappropriation or misuse of Program Know-How, in the event that
      a
      first Party is unable to initiate or prosecute such action solely in its own
      name, the other Party will join such action voluntarily and will execute and
      cause its Affiliates and/or Related Parties to execute all documents necessary
      for the first Party to initiate litigation to prosecute and maintain such
      action. 

     

    (c) In
      connection with any action under this Section 8.2.3, Merck and Geron will
      cooperate fully and will provide each other with any information or assistance
      that either may reasonably request. Each Party shall keep the other informed
      of
      developments in any action or proceeding, including, to the extent permissible
      by law, consultation on and approval of any settlement, the status of any
      settlement negotiations and the terms of any offer related thereto. Each Party
      shall have the right to be represented by counsel of its own
      choice.

     

    
      	8.2.4  	
              Any
                recovery obtained by either or both Merck and Geron in connection
                with or
                as a result of any action contemplated by this Section, whether by
                settlement or otherwise, shall be shared in order as
                follows:

            


    

     

     

    32

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (a)  the
      Party
      which initiated and prosecuted the action shall recoup all of its costs and
      expenses incurred in connection with the action;

     

    (b)  the
      other
      Party shall then, to the extent possible, recover its costs and expenses
      incurred in connection with the action; and

     

    (c)  the
      amount of any recovery remaining shall then be allocated between the Parties
      on
      a pro rata
      basis
      taking into consideration the relative economic losses suffered by each
      Party.

     

    
      	8.2.5  	
              Each
                Party shall inform the other of any certification regarding any Licensed
                Program Patent Rights it has received pursuant to either 21 U.S.C.
                §§355(b)(2)(A)(iv) or (j)(2)(A)(vii)(IV) or its successor provisions,
                or
                any similar provisions relating
                to biologicals in
                a country in the Territory , and shall provide the other Party with
                a copy
                of such certification within five (5) days of receipt. Geron’s and Merck’s
                rights with respect to the initiation and prosecution of any legal
                action
                as a result of such certification or any recovery obtained as a result
                of
                such legal action shall be as defined in Section 8.2.3 hereof. Regardless
                of which Party has the right to initiate and prosecute such action,
                both
                Parties shall, as soon as practicable after receiving notice of such
                certification, convene and consult with each other regarding the
                appropriate course of conduct for such action. The non-initiating
                Party
                shall have the right to be kept fully informed and participate in
                decisions regarding the appropriate course of conduct for such action,
                and
                the right to join and participate in such
                action.

            


    

     

    
      	8.3  	
              Patent
                Term Restoration

            


    

     

    
      	8.3.1  	
              The
                Parties hereto shall cooperate with each other, including without
                limitation to provide necessary information and assistance as the
                other
                Party may reasonably request, in obtaining patent term restoration
                or
                supplemental protection certificates or their equivalents in any
                country
                in the Territory where applicable to any Patent Rights subject to
                this
                Agreement.

            


    

     

    
      
        	9.  	
                TERM
                  AND TERMINATION

              


      

         

    

    
      	9.1  	
              Term
                and Expiration

            


    

     

    
      	9.1.1  	
              This
                Agreement shall be effective as of the Effective Date and unless
                terminated earlier pursuant to Sections 9.2 or 9.3 below, this Agreement
                shall continue in effect until expiration of all royalty obligations
                hereunder. Upon natural expiration of this Agreement, Merck’s licenses
                pursuant to Section 3.1 shall become fully paid-up, perpetual
                licenses.

            


    

     

    
      	9.2  	
              Termination
                by Merck

            


    

     

    
      	9.2.1  	
              Notwithstanding
                anything contained herein to the contrary, Merck shall have the right
                to
                terminate this Agreement at any time after the second anniversary
                of the
                Effective Date in its sole discretion by giving ninety (90) days’ advance
                written notice to Geron. No later than thirty (30) days after the
                effective date of such termination, each Party shall return or cause
                to be
                returned to the other Party all Information in tangible form received
                from
                the other Party and all copies thereof; provided,
                however,
                that each Party may retain any Information reasonably necessary for
                such
                Party’s continued practice under any license(s) which do not terminate
                pursuant to this Section, and may keep one copy of Information received
                from the other Party in its confidential files for record purposes.
                In the
                event of termination under this Section 9.2.1 each Party shall pay
                any
                amounts then due and owing to the other Party as of the termination
                date;
                (ii) except for the surviving provisions set forth in Section 9.5
                hereof
                and Section 3.3, the rights and obligations of the Parties hereunder
                shall
                terminate as of the date of such termination, provided, however,
                that
                Merck shall have a fully paid up non-exclusive license to use Geron’s
                interest in Joint Program Patent Rights and Joint Program Know-How
                for
                research purposes only; and (iii) in the event that Merck has obtained
                an
                exclusive license right from a Third Party to the use of Telomerase
                Antigen with such Third Party’s intellectual property, Merck shall
                promptly terminate Merck’s exclusive rights under such license with such
                Third Party specifically related to Telomerase Antigen and shall
                promptly
                notify Geron of the date of such termination. In the event of termination
                under this Section 9.2, in addition to other provisions of the Agreement
                that are specified to survive termination in Section 9.4.2, Article
                5 of
                the Agreement (other than any and all aspects of patent royalties
                payable
                under 5.4.1(a)) shall also survive
                termination.

            


    

     

     

    33

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

    
      	9.3  	
              Termination
                for Cause 

            


    

     

    
      	9.3.1  	
              Notice
                and Cure.
                In
                the event that a first Party views that the second Party is in material
                breach of its obligations hereunder as a result of causes and reasons
                within the control of the second Party then the first Party shall
                provide
                written notice to the second Party providing a detailed explanation
                of the
                asserted material breach. The second Party shall then either (1)
                cure such
                asserted material breach within ninety (90) days after actual receipt
                of
                such written notice (or such longer period as may be agreed by the
                Parties) or, if the second Party disagrees that it is in material
                breach,
                (2) initiate dispute resolution pursuant to Section 10.6, whereupon
                the
                ninety (90) day cure period shall be tolled until the dispute is
                resolved.

            


    

     

    
      	9.3.2  	
              Material
                Breach.
                Either Party may terminate this Agreement upon written notice for
                material
                breach but only after (1) the non-breaching Party has provided the
                breaching Party with notice and an opportunity to cure as specified
                in
                9.3.1 and has failed to cure the breach; and (2) any dispute resolution
                invoked under Section 10.6 pertaining to the existence of a material
                breach has been resolved.

            


    

     

    
      	9.3.3  	
              Financial
                Insolvency.
                Either Party may terminate this Agreement upon written notice upon
                the
                filing or institution of bankruptcy, reorganization, liquidation
                or
                receivership proceedings, or upon an assignment of a substantial
                portion
                of the assets for the benefit of creditors by the other Party;
                provided,
                however,
                that in the case of any involuntary bankruptcy proceeding such right
                to
                terminate shall only become effective if the Party consents to the
                involuntary bankruptcy or such proceeding is not dismissed within
                ninety
                (90) days after the filing thereof.

            


    

     

    
      	9.3.4  	
              Effect
                of Termination for Cause on Licenses.
                If Merck terminates this Agreement under Section 9.4 on the basis
                of
                material breach for which Merck cannot otherwise be made whole by
                Geron,
                Merck’s licenses pursuant to Section 3.1 shall continue and shall remain
                fully subject to all financial obligations set forth in Section 5,
                except
                that, with respect to the royalty obligations set forth in Section
                5.4.1,
                Merck shall only be obligated to pay a royalty pursuant to Section
                5.4.1(a) for the duration of any Valid Patent Claim pursuant to Section
                5.4.1(b)(1), and Merck shall not be obligated to pay a know-how royalty
                pursuant to Section 5.4.1(c). Upon such termination by Merck, Geron
                shall,
                within thirty (30) days after the effective date of such termination,
                return or cause to be returned to Merck all Information in tangible
                form,
                and all substances or compositions delivered or provided by Merck,
                as well
                as any other material provided by Merck in any medium. If Geron terminates
                this Agreement under Section 9.4, Merck’s licenses pursuant to Section 3.1
                shall terminate as of such termination date and Merck shall, within
                thirty
                (30) days after the effective date of such termination, return or
                cause to
                be returned to Geron all Information in tangible form and substances
                or
                compositions delivered or provided by Geron, as well as any other
                material
                provided by Geron in any medium. 

            


    

     

     

    34

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	9.4  	
              Effect
                of Expiration or Termination;
                Survival

            


    

     

    
      	9.4.1  	
              If,
                after termination of this Agreement by Merck pursuant to Section
                9.2 or by
                Geron pursuant to Section 9.4, should Geron thereafter undertake
                development of a Product, then at Merck’s sole discretion, Geron and Merck
                shall meet to negotiate a license to Geron under any Merck Know-How
                that
                was conveyed to Geron during the course of the Agreement. For the
                avoidance of doubt, Merck shall not be obligated to provide such
                a license
                to Geron. 

            


    

     

    
      	9.4.2  	
              Expiration
                or termination of this Agreement shall not relieve the Parties of
                any
                obligation accruing prior to such expiration or termination. Any
                expiration or termination of this Agreement shall be without prejudice
                to
                the rights of either Party against the other accrued or accruing
                under
                this Agreement prior to expiration or termination, including without
                limitation the obligation to pay royalties for Product(s) sold prior
                to
                such expiration or termination. The provisions of Article 4 shall
                survive
                the expiration or termination of this Agreement and shall continue
                in
                effect for ten (10) years. In addition, the provisions of Articles
                1, 6,
                7, 8, and 9 (other than Section 9.2) shall survive any expiration
                or
                termination of this Agreement. 

            


    

     

    
      	10.  	MISCELLANEOUS


    

     

    
      	10.1  	
              Force
                Majeure

            


    

     

    
      	10.1.1  	
              Neither
                Party shall be held liable to the other Party nor be deemed to have
                defaulted under or breached this Agreement for failure or delay in
                performing any obligation under this Agreement to the extent that
                such
                failure or delay is caused by or results from causes beyond the reasonable
                control of the affected Party, potentially including, but not limited
                to,
                embargoes, war, acts of war (whether war be declared or not),
                insurrections, riots, civil commotions, strikes, lockouts or other
                labor
                disturbances, fire, floods, or other acts of God, or acts, omissions
                or
                delays in acting by any governmental authority or the other Party.
                The
                affected Party shall notify the other Party of such force majeure
                circumstances as soon as reasonably practical, and shall promptly
                undertake all reasonable efforts necessary to cure such force majeure
                circumstances.

            


    

     

    
      	10.2  	
              Assignment/
                Change of Control

            


    

     

    
      	10.2.1  	
              Except
                as provided in this Section 10.2, this Agreement may not be assigned
                or
                otherwise transferred, nor may any right or obligation hereunder
                be
                assigned or transferred, by either Party without the consent of the
                other
                Party. Merck may, without Geron’s consent, assign this Agreement and its
                rights and obligations hereunder in whole or in part to a Merck Affiliate
                or in connection with a Change of Control (as defined below). Geron
                may,
                without Merck’s consent, assign this Agreement and its rights and
                obligations hereunder (except as specified below) in connection with
                a
                Change of Control; provided,
                however,
                that Geron must notify Merck at least thirty (30) days prior to completion
                of any Major Pharma Change of Control, and Merck shall have the right,
                at
                any time after receipt of such notice, to notify Geron of the termination
                of the Research Program.

            


    

     

    
      	10.2.2  	
              Notwithstanding
                the foregoing, the rights and obligations of Geron in Section 3.6
                may not
                be assigned in the event of a Major Pharma Change of Control under
                any
                circumstances without Merck’s prior written
                consent.

            


    

     

    
      	10.2.3  	
              For
                purposes of this Section 10.2, a “Change
                of Control”
                of a Party shall be deemed to occur if such Party is involved in
                a merger,
                reorganization or consolidation, or if there is a sale of all or
                substantially all of such Party’s assets or business relating to this
                Agreement or if a person or group other than the current controlling
                person or group shall effectively acquire control of the management
                and
                policies of such Party, and a “Major
                Pharma Change of Control”
                shall mean a Change of Control in which the acquiring or merging
                or entity
                either (i) has any cancer vaccine product in clinical development
                or
                approved in any country, or (ii) had worldwide pharmaceutical sales
                in
                excess of * during the Calendar Year preceding such merger or
                acquisition.

            


    

     

    35

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	10.2.4  	
              Any
                permitted assignee shall assume all assigned obligations of its assignor
                under this Agreement. Any attempted assignment not in accordance
                with this
                Section 10.2 shall be void.

            


    

     

    
      	10.3  	
              Severability

            


    

     

    
      	10.3.1  	
              If
                any one or more of the provisions contained in this Agreement is
                held
                invalid, illegal or unenforceable in any respect, the validity, legality
                and enforceability of the remaining provisions contained herein shall
                not
                in any way be affected or impaired thereby, unless the absence of
                the
                invalidated provision(s) adversely affects the substantive rights
                of the
                Parties. The Parties shall in such an instance use their best efforts
                to
                replace the invalid, illegal or unenforceable provision(s) with valid,
                legal and enforceable provision(s) which, insofar as practical, implement
                the purposes of this Agreement.

            


    

     

    
      	10.4  	
              Notices

            


    

     

    
      	10.4.1  	
              All
                notices which are required or permitted hereunder shall be in writing
                and
                sufficient if delivered personally, sent by facsimile (and promptly
                confirmed by personal delivery, registered or certified mail or overnight
                courier), sent by nationally-recognized overnight courier or sent
                by
                registered or certified mail, postage prepaid, return receipt requested,
                addressed as follows:

            


    

     

    
      	
              If
                to Geron, to:

            	
              Geron
                Corporation

              230
                Constitution Drive,

              Menlo
                Park, CA  94025

              Attention:
                Corporate Development

              Facsimile
                No.: (650) 473-7750

            
	 
	 
	 
	 
	 	 
	
              and:

            	
              Latham
                & Watkins LLP

              135
                Commonwealth Dr.

              Menlo
                Park, CA 94025

              Facsimile
                No.: (650) 463-2600

            
	 	 
	
              If
                to Merck, to:

            	
              Merck
                & Co., Inc.

              One
                Merck Drive

              P.O.
                Box 100, WS3A-65

              Whitehouse
                Station, NJ 08889-0100

              Attention:
                Office of Secretary

              Facsimile
                No.: *

            
	 	 
	
              and:

            	
              Merck
                & Co., Inc.

              One
                Merck Drive

              Attention:
                Chief Licensing Officer

              P.O.
                Box 100, WS2A-30

              Whitehouse
                Station, NJ 08889-0100

              Facsimile:
                *

            


    

     

    *
      Certain
      information on this page has been omitted and filed separately with the
      Commission. Confidential treatment has been requested with respect to the
      omitted portions.

     

    36

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    or
      to
      such other address(es) as the Party to whom notice is to be given may have
      furnished to the other Party in writing in accordance herewith. Any such notice
      shall be deemed to have been given: (a) when delivered, if personally delivered
      or sent by facsimile on a business day (or if delivered or sent on a
      non-business day, then on the next business day); (b) on the business day after
      dispatch, if sent by nationally-recognized overnight courier; or (c) on the
      fifth (5th)
      business day following the date of mailing, if sent by mail.

     

    
      	10.5  	
              Applicable
                Law

            


    

     

    
      	10.5.1  	
              This
                Agreement shall be governed by and construed in accordance with the
                laws
                of the State of Delaware and the patent laws of the United States,
                without
                reference to any rules of conflict of
                laws.

            


    

     

    
      	10.6  	
              Dispute
                Resolution

            


    

     

    
      	10.6.1  	
              The
                Parties shall negotiate in good faith and use reasonable efforts
                to settle
                any dispute, controversy or claim arising from or related to this
                Agreement or the breach thereof. If the Parties do not fully settle,
                and a
                Party wishes to pursue the matter, each such dispute, controversy
                or claim
                that is not an “Excluded Claim” shall be finally resolved by binding
                arbitration in accordance with the Commercial Arbitration Rules and
                Supplementary Procedures for Large Complex Disputes of the American
                Arbitration Association (“AAA”), and judgment on the arbitration award may
                be entered in any court having jurisdiction
                thereof.

            


    

     

    
      	10.6.2  	
              The
                arbitration shall be conducted by a panel of three persons experienced
                in
                the pharmaceutical business: within thirty (30) days after initiation
                of
                arbitration, each Party shall select one person to act as arbitrator;
                and
                the two Party-selected arbitrators shall select a third arbitrator
                within
                thirty (30) days of their appointment. If the arbitrators selected
                by the
                Parties are unable or fail to agree upon the third arbitrator, the
                third
                arbitrator shall be appointed by the AAA. The place of arbitration
                shall
                be New York, New York, and all proceedings and communications shall
                be in
                English.

            


    

     

    
      	10.6.3  	
              Either
                Party may apply to the arbitrators for interim injunctive relief
                until the
                arbitration award is rendered or the controversy is otherwise resolved.
                Either Party also may, without waiving any remedy under this Agreement,
                seek from any court having jurisdiction any injunctive or provisional
                relief necessary to protect the rights or property of that Party
                pending
                the arbitration award. The arbitrators shall have no authority to
                award
                punitive or any other type of damages not measured by a Party’s
                compensatory damages. Each Party shall bear its own costs and expenses
                and
                attorneys’ fees and an equal share of the arbitrators’ fees and any
                administrative fees of arbitration.

            


    

     

    
      	10.6.4  	
              Except
                to the extent necessary to confirm an award or as may be required
                by law,
                neither a Party nor an arbitrator may disclose the existence, content,
                or
                results of an arbitration without the prior written consent of both
                Parties. In no event shall an arbitration be initiated after the
                date when
                commencement of a legal or equitable proceeding based on the dispute,
                controversy or claim would be barred by the applicable Delaware statute
                of
                limitations.

            


    

     

    
      	10.6.5  	
              The
                Parties agree that, in the event of a dispute over the nature or
                quality
                of performance under this Agreement, neither Party may terminate
                this
                Agreement until final resolution of the dispute through arbitration
                or
                other judicial determination. The Parties further agree that any
                payments
                made pursuant to this Agreement pending resolution of the dispute
                shall be
                refunded if an arbitrator or court determines that such payments
                are not
                due.

            


    

     

    37

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	10.6.6  	
              As
                used in this Section, the term “Excluded
                Claim”
                shall mean a dispute, controversy or claim that concerns (a) the
                validity
                or infringement of a patent, trademark or copyright; or (b) any antitrust,
                anti-monopoly or competition law or regulation, whether or not statutory.
                Notwithstanding this Section 10.6.6, the Parties agree that any dispute
                as
                to ownership arising under Sections 1.65 (Synthetic Epitope) and
                1.27
                (Fusion Protein) shall be subject to the dispute resolution provisions
                of
                this Section 10.6 and shall not be considered an Excluded
                Claim.

            


    

     

    
      	10.7  	
              Entire
                Agreement; Amendments

            


    

     

    
      	10.7.1  	
              This
                Agreement contains the entire understanding of the Parties with respect
                to
                the Research Program and the licenses granted hereunder. Any other
                express
                or implied agreements and understandings, either oral or written,
                with
                regard to the Research Program or the licenses granted hereunder
                are
                superseded by the terms of this Agreement. This Agreement may be
                amended,
                or any term hereof modified, only by a written instrument duly executed
                by
                authorized representatives of both Parties
                hereto.

            


    

     

    
      	10.8  	
              Headings

            


    

     

    
      	10.8.1  	
              The
                captions to the several Articles and Sections hereof are not a part
                of
                this Agreement, but are merely for convenience to assist in locating
                and
                reading the several Articles and Sections
                hereof.

            


    

     

    
      	10.9  	
              Independent
                Contractors

            


    

     

    
      	10.9.1  	
              It
                is expressly agreed that Geron and Merck shall be independent contractors
                and that the relationship between the Parties shall not constitute
                a
                partnership, joint venture or agency. Neither Geron nor Merck shall
                have
                the authority to make any statements, representations or commitments
                of
                any kind, or to take any action, which shall be binding on the other
                Party, without the prior written consent of the other
                Party.

            


    

     

    
      	10.10  	
              Waiver

            


    

     

    
      	10.10.1  	
              The
                waiver by either Party hereto of any right hereunder, or of any failure
                of
                the other Party to perform, or of any breach by the other Party,
                shall not
                be deemed a waiver of any other right hereunder or of any other breach
                by
                or failure of such other Party, whether of a similar nature or
                otherwise.

            


    

     

    
      	10.11  	
              Cumulative
                Remedies

            


    

     

    
      	10.11.1  	
              No
                remedy referred to in this Agreement is intended to be exclusive,
                but each
                shall be cumulative and in addition to any other remedy referred
                to in
                this Agreement or otherwise available under
                law.

            


    

     

    
      	10.12  	
              Waiver
                of Rule of
                Construction

            


    

     

    
      	10.12.1  	
              Each
                Party has had the opportunity to consult with counsel in connection
                with
                the review, drafting and negotiation of this Agreement. Accordingly,
                the
                rule of construction that any ambiguity in this Agreement shall be
                construed against the drafting Party shall not
                apply.

            


    

     

    38

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

    
      	10.13  	
              Counterparts

            


    

     

    
      	10.13.1  	
              This
                Agreement may be executed in two or more counterparts, each of which
                shall
                be deemed an original, but all of which together shall constitute
                one and
                the same instrument.

            


    

     

     

    39

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    IN
      WITNESS WHEREOF,
      the
      Parties have executed this Agreement as of the date first set forth
      above.

     

     

    


    
      	MERCK
              & CO., INC.	 	GERON
              CORPORATION
	 	 	 
	BY:
              /s/
              Richard Clark	 	BY:
              /s/
              Thomas B. Okarma 
	
              

            	 	
              

            
	
              RICHARD
                T. CLARK
CHIEF
              EXECUTIVE OFFICER AND PRESIDENT
	 	
              THOMAS
                B. OKARMA

              TITLE:
                CHIEF EXECUTIVE OFFICER AND PRESIDENT


            
	 	 	 
	DATE: 7/14/05
              
              

            	 	
              DATE:
                July
                14, 2005

              
                

              

            


    

    


     

    8/2/05

    


     

    40

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    



    


     

    SCHEDULE
      1.28

     

    GERON
      PATENT RIGHTS

     

     

    


    
      	 	 
	
               

              Patent

            	
               

              Serial
                No.

            	 	
               

              Geron
                Docket

            	
               

              Status

            	
               

              Title

            
	 	 	 	 	 	 
	
               

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    *
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      Commission. Confidential treatment has been requested with respect to the
      omitted portions.

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

     

    


    
      	
               

               

            	
               

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    *
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      information on this page has been omitted and filed separately with the
      Commission. Confidential treatment has been requested with respect to the
      omitted portions.

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    
      	
               

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    *
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      Commission. Confidential treatment has been requested with respect to the
      omitted portions.

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    
      	 	
               

              *.

            
	
               

              Patent

            	
               

              Serial
                No.

            	 	
               

              Geron
                Docket

            	
               

              Ownership

            	
               

              Status

            	
               

              Title

            
	 	 	 	 	 	 	 
	
               

              *

            	
               

              *

            	
               

              *

            	
               

              *

            	
               

              *

            	
               

              *

            	
               

              *

            
	
               

              *

            	
               

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              *

            
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


    

     

    


    


    *
      Certain
      information on this page has been omitted and filed separately with the
      Commission. Confidential treatment has been requested with respect to the
      omitted portions.

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

 

    SCHEDULE
      2.1 

     

    RESEARCH
      PROGRAM

     

    


     

    *

    


    


    


    


    


    


    


    *
      Certain
      information on this page has been omitted and filed separately with the
      Commission. Confidential treatment has been requested with respect to the
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    SCHEDULE
      3.6

     

     

    CO-PROMOTION
      TERMS

     

     

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    SCHEDULE
      4.4.2

     

    DRAFT
      PRESS RELEASE

     

    GERON
      ENTERS INTO A COLLABORATION AND LICENSE AGREEMENT WITH MERCK & CO., INC. FOR
      CANCER VACCINES TARGETING TELOMERASE

    


    


    Menlo
      Park, CA - July XX, 2005
      - Geron
      Corporation (Nasdaq: GERN) announced today it has entered into a collaboration
      and license agreement with Merck & Co., Inc. (NYSE: MRK) to develop a cancer
      vaccine targeting telomerase utilizing Merck’s expertise in vaccine
      technologies. 

    


    Under
      the
      terms of the agreement, Geron will receive an upfront payment, milestone
      payments upon achievement of certain development and regulatory events, and
      royalties. Merck has also agreed to acquire equity in Geron at a future date
      as
      part of Geron’s next round of financing. Additional financial terms were not
      disclosed.

    


    In
      addition, Merck has acquired an exclusive option to negotiate a separate
      agreement for Geron’s dendritic cell-based telomerase vaccine currently in Phase
      I/II clinical trials at Duke University Medical Center. Geron will receive
      an
      option payment from Merck in consideration for the option. The structure and
      terms of an agreement for the dendritic cell vaccine will be negotiated should
      Merck exercise its rights under the option.

    


    “This
      alliance reflects Merck’s recognition of telomerase as an important cancer
      target and Geron’s recognition of the strength of Merck’s vaccine platform,”
      said Thomas Okarma, M.D., Ph.D., Geron’s president and chief executive officer.
“Our decision to collaborate with Merck was an easy one to make. In the course
      of our discussions, we have been impressed with Merck’s focus and commitment to
      developing cancer vaccines.”

    


    Geron
      and
      Merck have jointly developed a research and development plan to optimize and
      expedite the demonstration of efficacy and tolerability of a potential vaccine
      against telomerase using Merck’s platform. Meanwhile, Geron will continue
      development of its dendritic cell-based vaccine product, which is currently
      in
      Phase I/II clinical trials and is the subject of the exclusive option obtained
      by Merck. 

    


    “We
      at
      Merck are excited about what Geron has demonstrated with telomerase in cancer.
      Our objective is to combine our technologies with the hope of bringing a product
      to market that may have application across a large number of cancers,” said
      Stephen Friend, M.D., Ph.D., executive vice president, Advanced Technology
      and
      Oncology at Merck Research Laboratories. “This is a project of high interest and
      commitment at Merck, and is indicative of Merck’s strategic direction in
      developing new anti-cancer therapies.”

    


    TELOMERASE
      AND CANCER

    


    Telomerase
      is an enzyme, active in most cancer cells, that maintains telomere length at
      the
      ends of chromosomes. This activity confers replicative immortality to the cells
      in the tumor, allowing the cancer to grow and metastasize over long periods
      of
      time. Because telomerase is inactive or only transiently expressed in normal
      human tissues, and is critical to the growth and progression of most cancer
      types, it is regarded as a universal and specific cancer target.

    


    


    (more)

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    Page
      Two / Geron Enters Into a Collaboration and License Agreement with Merck &
      Co., Inc. for Cancer Vaccines Targeting Telomerase

    


    


    GERON
      CORPORATION

    


    Geron
      is
      a biopharmaceutical company developing and commercializing three groups of
      products: i) therapeutic products for oncology that target telomerase; ii)
      pharmaceuticals that activate telomerase in tissues impacted by senescence,
      injury or degenerative disease; and iii) cell-based therapies derived from
      its
      human embryonic stem cell platform for applications in multiple chronic
      diseases.

    


    Geron
      has
      two anti-cancer products in the clinic that target telomerase: GRN163L, a potent
      and specific telomerase inhibitor drug that has just received clearance from
      the
      FDA to begin testing in patients with chronic lymphocytic leukemia (CLL); and
      GRNVAC1, a telomerase therapeutic vaccine currently in multiple Phase I/II
      trials at Duke in patients with prostate cancer.

    


    In
      March,
      results of the first completed Phase I/II clinical trial at Duke of GRNVAC1
      in
      metastatic prostate cancer patients was published in the Journal
      of Immunology
      (JI,
      2005, 174:3798-38097). The vaccine protocol successfully generated telomerase
      specific T-cell responses in 19 of 20 subjects. The vaccine was well tolerated
      with no major treatment-related toxicities. Peak immune responses to vaccination
      were remarkably high, with between 1%-2% of circulating CD8+ T-cells
      demonstrating anti-telomerase specificity. Clinically, vaccination was
      associated with a statistically significant increase in PSA doubling time and
      clearance of prostate cancer cells from the patients’ blood.

    


    This
      news
      release may contain forward-looking statements made pursuant to the “safe
      harbor” provisions of the Private Securities Litigation Reform Act of 1995.
      Investors are cautioned that such forward-looking statements in this press
      release regarding potential applications of Geron’s technologies constitute
      forward-looking statements that involve risks and uncertainties, including,
      without limitation, risks inherent in the development and commercialization
      of
      potential products, need for future capital, dependence on collaborators and
      maintenance of our
      intellectual property rights.
      Actual
      results may differ materially from the results anticipated in these
      forward-looking statements. Additional information on potential factors that
      could affect our results and other risks and uncertainties are detailed from
      time to time in Geron’s periodic reports, including the quarterly report on Form
      10-Q for the quarter ended March 31, 2005.

    


    Contact:

    Geron
      Corporation 

    David
      L.
      Greenwood

    Chief
      Financial Officer

    650-473-7765

    ###

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

     

    SCHEDULE
      6.1.1

     

    GERON
      SCHEDULE OF EXCEPTIONS

     

    


     

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    SCHEDULE
      6.1.2

     

    MERCK
      SCHEDULE OF EXCEPTIONS

    


     

    


     

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