EXHIBIT 4.1 

FORM OF COMMON STOCK AND WARRANT
PURCHASE AGREEMENT 

     THIS COMMON
STOCK AND WARRANT PURCHASE AGREEMENT (“Agreement”) is made and entered into as of September 9, 2009 (the
“Effective Date”), by and between GERON CORPORATION, a Delaware corporation
having its principal place of business at 230 Constitution Drive, Menlo Park,
California 94025 (the “Company”), and _______________,
each may be referred to individually herein as an “Investor”, and collectively as
the “Investors”. 

	     	A.	
      The Company desires to sell, and
      the Investors desire to purchase, shares of the Company’s common stock,
      par value $0.001 per share (the “Common Stock”).

		          	
		B.	
      In connection with entering into
      this Agreement, the Company shall issue to the Investors certain Stock
      Purchase Warrants (each, a “Warrant”
      and collectively, the
      “Warrants”) pursuant to which
      the Investors may purchase up to an aggregate of 150,000 additional shares
      of Common Stock at a price per share of $9.00 per share (as adjusted for
      any stock dividends paid in common stock, and any combinations, stock
      splits, recapitalizations and the like each with respect to the Common
      Stock). The shares of Common Stock issuable upon exercise of the Warrants
      are collectively referred to herein as the “Warrant Shares.”

		 
		C.	
      The issuance of the Shares (as
      defined below), the Warrants and Warrant Shares to the Investors have been
      registered on the Company’s Registration Statement on Form S-3,
      Registration No. 333-160498, which was declared effective by the
      Securities and Exchange Commission (the “SEC”) on July 22, 2009 (the “Registration Statement”).



THE PARTIES AGREE AS
FOLLOWS: 

1.
PURCHASE AND SALE OF COMMON STOCK AND
WARRANTS. 

	     	1.1	
      Subject to the terms and
      conditions of this Agreement, each Investor agrees, severally but not
      jointly, to purchase at the Closing (as defined below), and the Company
      agrees to sell and issue to each Investor at the Closing, (i) that number
      of shares of Common Stock set forth opposite each Investor’s name on
      Exhibit A hereto and (ii) Warrants exercisable for that number of shares of
      Common Stock set forth opposite each Investor’s name on Exhibit A hereto.
      The shares of Common Stock to be sold pursuant to this Agreement are
      collectively referred to herein as the “Shares,” and the Shares, the
      Warrants and the Warrant Shares are collectively referred to herein as the
      “Securities”. The aggregate purchase price of the Securities shall
      be $3,602,500 (the “Aggregate
      Purchase Price”). The number of
      shares of Common Stock to be issued to Investors hereunder is determined
      by dividing the Aggregate Purchase Price by $6.55.

		          	
		1.2	
      At the Closing, the Company shall
      issue a Warrant to each Investor. The Warrants shall be exercisable for up
      to an aggregate total of 150,000 shares of Common Stock. The Warrants
      shall be in substantially the form attached hereto as Exhibit B.



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2.
CLOSING; DELIVERY OF COMMON STOCK AND
WARRANTS. 

		2.1	The
      consummation of the transaction contemplated by this Agreement (the
      “Closing”) shall be held at such time and place as is mutually
      agreed upon between the parties, but in any event no later than the close
      of business on September 9, 2009 (the “Closing Date”). Prior to the
      Closing, the Company and each of the Investors shall deliver all
      documents, instruments and writings required to be delivered by any of
      them pursuant to this Agreement in order to implement and effect the
      transactions contemplated herein. At the Closing, (i) the Investors shall
      pay the Aggregate Purchase Price by wire transfer of immediately available
      funds to the Company (in accordance with the Company’s written
      instructions), and (ii) the Company shall deliver to each Investor (a) a
      certificate or certificates representing that number of Shares purchased
      hereunder as set forth on Exhibit A
      and (b) a Warrant in substantially the form
      attached hereto as Exhibit B
      representing that number of Warrant Shares
      purchased hereunder.
	     	          	
		2.2	The
      Company’s obligations to issue and deliver the stock certificate(s)
      representing the Shares to the Investors at the Closing shall be subject
      to the following conditions, any one or more of which may be waived by the
      Company:
		 
		 	2.2.1	     	the covenants and
      obligations that the Investors are required to perform or to comply with
      pursuant to this Agreement, at or prior to the Closing, must have been
      duly performed and complied with in all material respects;
					 
		 	2.2.2		the representations
      and warranties made by the Investors herein shall be true and correct in
      all material respects as of the Closing Date; and
		 
		 	2.2.3		each Investor shall
      have entered into a Lock-up Agreement with the Company, in the form
      attached hereto as Exhibit C
      (the “Lock-up Agreement”).
		 
		2.3	Each
      Investor’s obligation to accept delivery of the stock certificate(s)
      representing the Shares at the Closing shall be subject to the following
      conditions, any one or more of which may be waived by the
    Investors:
		 
		 	2.3.1		the covenants and
      obligations that the Company is required to perform or to comply with
      pursuant to this Agreement, at or prior to the Closing, must have been
      duly performed and complied with in all material respects;
		 
		 	2.3.2		the representation and
      warranties made by the Company herein shall be true and correct in all
      material respects as of the Closing Date.


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3.
RESTRICTIONS ON RESALE OF
SHARES. 

	     	3.1	Legends. Each Investor
      understands, acknowledges and agrees that the Shares and any Warrant
      Shares issued during the Lock-Up Period (as defined in the Lock-Up
      Agreement) are subject to the terms and conditions of the Lock-Up
      Agreement. Each stock certificate representing the Shares and any Warrant
      Shares issued during the Lock-Up Period shall bear the following
      legend:
		          	
		 	“UNTIL SEPTEMBER 9,
      2010, THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY
      IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE LOCK-UP AGREEMENT
      BETWEEN THE COMPANY AND THE HOLDER OF THIS CERTIFICATE, A COPY OF WHICH IS
      ON FILE AT THE PRINCIPAL OFFICE OF THE
COMPANY.”


4.
INDEMNIFICATION. 

	     	4.1	The Company agrees to indemnify
      and hold harmless each Investor against any and all losses, claims,
      damages or liabilities (or actions or proceedings in respect thereof),
      joint or several, directly or indirectly based upon or arising out of (i)
      any untrue statement or alleged untrue statement of any material fact
      contained in the Registration Statement, any prospectus or prospectus
      supplement filed with the SEC and used in connection with the offering of
      the Securities, or (ii) any omission or alleged omission to state a
      material fact in the Registration Statement, any prospectus or prospectus
      supplement filed with the SEC and used in connection with the offering of
      the Securities, or any amendment or supplement thereto, required to be
      stated therein or necessary to make the statements therein, in light of
      the circumstances under which they were made, not misleading; and the
      Company will reimburse each Investor for any legal or any other expenses
      reasonably incurred by it in connection with investigating, preparing,
      pursuing or defending any such loss, claim, damage, liability, action or
      proceeding, except insofar as any such loss, claim, damage, liability,
      action, proceeding or expense arises out of or is based upon (A) an untrue
      statement or alleged untrue statement or omission or alleged omission made
      in the Registration Statement, any prospectus or prospectus supplement, or
      any amendment or supplement thereto, in reliance upon and in conformity
      with written information furnished to the Company by or on behalf of any
      Investor expressly for use in the preparation thereof, (B) the failure of
      any Investor to comply with its covenants and agreement contained in
      Section 6 hereof, or (C) any untrue statement, alleged untrue statement,
      or omission or alleged omission in any prospectus or prospectus supplement
      that is corrected in any subsequent prospectus that was delivered to each
      Investor prior to the pertinent sale or sales by each Investor. Such
      indemnity shall remain in full force and effect, regardless of any
      investigation made by any Investor and shall survive the transfer of the
      Securities by the each Investor. 
		          	


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	     	4.2	
      Each Investor agrees to indemnify and hold
      harmless the Company (and each person, if
      any, who controls the Company within the meaning of Section 15 of the
      Securities Act of 1933, as amended (the “Securities Act”), or Section
      20 of the Securities Exchange Act of 1934, as amended (the
      “Exchange Act”), and each officer of the Company who signs the
      Registration Statement and each director of the Company) from and against
      losses, claims, damages or liabilities (or actions or proceedings in
      respect thereof), joint or several, directly or indirectly, based upon or
      arising out of (i) any failure of the Investors to comply with the
      covenants and agreements contained in Section 6 hereof of (ii) untrue
      statement or alleged untrue statement of a material fact contained in the
      Registration Statement, any prospectus or prospectus supplement filed with
      the SEC and used in connection with the offering of the Securities or any
      amendment or supplement thereto, or any omission or alleged omission of a
      material fact required to be stated in the Registration Statement, any
      prospectus or prospectus supplement filed with the SEC and used in
      connection with the offering of the Securities, or any amendment or
      supplement thereto, required to be stated therein or necessary to make the
      statements therein, in light of the circumstances under which they were
      made, not misleading if such untrue statement, alleged untrue statement,
      omission or alleged omission was made in reliance upon and in conformity
      with written information furnished to the Company by on behalf of the
      Investors specifically for use in preparation of the Registration
      Statement, any prospectus or prospectus supplement; provided, however,
      that the Investors shall not be liable in any such case for (A) any untrue
      statement, alleged untrue statement, omission or alleged omission in the
      Registration Statement, any prospectus or prospectus supplement, or other
      such document which statement is corrected by the Investors and delivered
      to the Company prior to the sale from which such loss occurred, (B) any
      untrue statement, alleged untrue statement, omission or alleged omission
      in any prospectus which is corrected by the Investors in any subsequent
      prospectus, or supplement or amendment thereto, and delivered to the
      Company prior to the sale or sales from which a loss or liability arose,
      or (C) any failure by the Company to fulfill any of its obligations under
      Section 4.1 hereof.

		          	
		4.3	Promptly after receipt
      by any indemnified party or person of a notice of a claim or the beginning
      of any action in respect of which indemnity is to be sought against an
      indemnifying party pursuant to this Section 4, such indemnified party or
      person shall notify the indemnifying party in writing of such claim or of
      the commencement of such action, but the omission to so notify the
      indemnifying party will not relieve it from any liability which it may
      have to any indemnified party or person under this Section 4 (except to
      the extent that such omission materially and adversely affects the
      indemnifying party’s ability to define such action) or from any liability
      otherwise than under this Section 4. Subject to the provisions hereinafter
      stated, in case any such action shall be brought against an indemnified
      party or person, the indemnifying party shall be entitled to participate
      therein, and, to the extent that it shall elect by written notice
      delivered to the indemnified party or person promptly after receiving the
      aforesaid notice from such indemnified party or person, shall be entitled
      to assume the defense thereof, with counsel reasonably satisfactory to
      such indemnified party or person. After notice from the indemnifying party
      to such indemnified party or person of its election to assume the defense
      thereof, such indemnifying party shall not be liable to such indemnified
      party or person for any legal expense subsequently incurred by such
      indemnified party or person in connection with the defense thereof,
      provided, however, that if there exists or shall exist a conflict of
      interest that would make inappropriate, in the reasonable opinion of
      counsel to the indemnified party or person, for the same counsel to
      represent both the indemnified party or person and such indemnifying party
      or any affiliate or associate thereof, the indemnified party or person
      shall be entitled to retain its own counsel at the expense of such
      indemnifying party; provided, however, that no indemnifying party shall be
      responsible for the fees and expenses of more than one separate counsel
      (together with appropriate local counsel) for all indemnified parties or
      persons. In no event shall any indemnifying party be liable in respect to
      any amounts paid in settlement of any action unless the indemnifying party
      or person shall have approved the terms of such settlement. No
      indemnifying party shall, without the prior written consent of the
      indemnified party or person, effect any settlement of any pending or
      threatened proceeding in respect of which any indemnified party or person
      is a party, unless such settlement includes an unconditional release of
      such indemnified person from all liability on claims that are the subject
      matter of such proceeding.  


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		4.4	
      The provisions of this Section 4
      shall survive the termination of this Agreement.

	     	          	
	
      5. REPRESENTATIONS AND
      ACKNOWLEDGEMENT OF THE COMPANY.

	 
		
      The Company hereby represents,
      warrants and covenants to the Investors as follows:
  




		5.1	Organization, Good
      Standing and Qualification. The Company
      is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Delaware and has all requisite corporate
      power and authority to carry on its business as now conducted. The Company
      is duly qualified to transact business and is in good standing as a
      foreign corporation in each jurisdiction in which the failure to so
      qualify would have a material adverse effect on its business or
      properties. 
	     	          	
		5.2	Authorization. All corporate
      action on the part of Company necessary for the authorization, execution
      and delivery of this Agreement and the Warrants, the performance of all
      obligations of Company hereunder and the authorization, issuance and
      delivery of the Shares and Warrants has been taken or will be taken prior
      to the Closing. 
		 
		5.3	
      Valid Issuance of Securities. The Shares, when issued, sold and delivered in
      accordance with the terms hereof for the consideration expressed herein,
      and the Warrant Shares, when issued upon each Investor’s exercise of the
      Warrant issued to such Investor pursuant to the terms therein, will be
      duly and validly authorized and issued, fully paid and nonassessable and
      free of restrictions on transfer other than restrictions on transfer under
      this Agreement and the Lock-Up Agreement and applicable state and federal securities
  laws.



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	     	5.4	Legal Proceedings
      and Orders. To the knowledge of the
      Company, there is no action, suit, proceeding or investigation pending or
      threatened against the Company that questions the validity of this
      Agreement or the right of the Company to enter into this Agreement or to
      consummate the transactions contemplated hereby, nor is the Company aware
      of any basis for any of the forgoing. The Company is neither a party nor
      subject to the provisions of any order, writ, injunction, judgment or
      decree of any court or government agency or instrumentality that would
      affect the ability of the Company to enter into this Agreement or to
      consummate the transactions contemplated hereby.
		          	
		 
		5.5	Registration
      Statement. The Registration Statement
      is effective on the date hereof and the Company has not received notice
      that the SEC has issued or intends to issue a stop order with respect to
      the Registration Statement or that the SEC otherwise has suspended or
      withdrawn the effectiveness of the Registration Statement, either
      temporarily or permanently. The Company currently meets the “registrant
      eligibility” requirements set forth in the general instructions to Form
      S-3 applicable to both “primary” and “resale” registrations on Form
      S-3.
		 
		5.6	Consents. Except for filings
      under federal and applicable state securities laws and except for Permits
      (as defined below), the absence of which either individually or in the
      aggregate would not have a material adverse effect on the Company, all
      permits, consents, approvals, orders, authorizations of, or declarations
      to (collectively, “Permits”) or filings with
      any federal, state, local or foreign court, governmental or regulatory
      authority, or other person (including third party consents) required on
      the part of the Company in connection with the execution, delivery or
      performance of this Agreement and the consummation of the transactions
      contemplated herein have been obtained or will be obtained prior to the
      Closing Date, and will be effective as of the Closing
  Date.


6.
REPRESENTATIONS AND ACKNOWLEDGMENTS OF THE
INVESTORS. 

EACH INVESTOR hereby represents,
warrants, acknowledges and agrees that: 

	     	6.1	Governmental
      Review. Each Investor understands that
      no U.S. federal or state agency or any other government or governmental
      agency has passed upon or made any recommendation or endorsement of the
      Securities.
		          	
		6.2	Authorization;
      Enforcement. Each Investor has full
      right, power, authority and capacity to enter into this Agreement and to
      consummate the transactions contemplated hereby and has taken all
      necessary action to authorize the execution, delivery and performance of
      this Agreement. Upon execution and delivery, this Agreement will
      constitute a valid and binding obligation of each Investor enforceable
      against each Investor in accordance with its terms.
		 
		6.3	Absence of
      Conflicts. The execution and delivery
      by each Investor of this Agreement, the compliance by each Investor with
      all the provisions hereof, the performance by each Investor of all of its
      obligations hereunder, and the consummation of the transactions
      contemplated hereby will not (i) conflict with or constitute a breach of
      any of the terms or provisions of any agreement of any Investor with any
      other third party, or any duty owed by any Investor to any other third
      party, or (ii) violate or conflict with any laws applicable to any
      Investor.


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		6.4	Lock-Up Agreement.
      Each Investor has the full right,
      power, authority and capacity to enter into the Lock-up Agreement. Upon
      execution and delivery, the Lock-up Agreement constitutes a valid and
      binding obligation of each Investor enforceable against each Investor in
      accordance with its terms.
	     	          	
		6.5	Residency. Each Investor is a
      resident of the jurisdiction set forth immediately below each Investor's
      name on the signature page hereto. 
		 
		6.6	Access to
      Information. Each Investor has
      consulted with its own attorney, accountant, or investment advisor as each
      Investor has deemed advisable with respect to the investment and has
      determined its suitability for such Investor. Each Investor has had
      the opportunity to ask questions of, and to receive answers from,
      appropriate executive officers of the Company with respect to the terms
      and conditions of the transactions contemplated hereby and with respect to
      the business, affairs, financial condition and results of operations of
      the Company. Each Investor has had access to such financial and other
      information as is necessary in order for each Investor to make a fully
      informed decision as to investment in the Company, and has had the
      opportunity to obtain any additional information necessary to verify any
      of such information to which each Investor has had access. Each Investor
      acknowledges that neither the Company nor any of its officers, directors,
      employees, agents, representatives, or advisors have made any
      representation or warranty other than those specifically expressed
    herein.
		 
		6.7	Business and
      Financial Expertise. Each Investor
      further represents and warrants that it has such business or financial
      expertise as to be able to evaluate its investment in the Company and
      purchase of the Securities.
		 
		6.8	Speculative
      Investment. Each Investor acknowledges
      that the investment in the Company represented by the Securities is highly
      speculative in nature and is subject to a high degree of risk of loss in
      whole or in part; the amount of such investment is within each Investor’s
      risk capital means and is not so great in relation to any Investor’s total
      financial resources as would jeopardize the personal financial needs of
      any Investor in the event such investment were lost in whole or in
      part.
		 
		6.9	
      No Short Position. Each Investor represents and warrants that, as of the date of
      this Agreement, it does not have a Short Position in the Company’s Common
      Stock. Each Investor further covenants and agrees that during the period
      as of the date hereof and ending one (1) year thereafter, it will not have
      a Short Position. A “Short
      Position” shall mean a position
      resulting from a “short sale” as such transaction is described in Rule 200
      of Regulation SHO promulgated under the Exchange Act.

			 
		6.10	Orderly Sale. Each Investor agrees that if it decides to resell some or all of
      the Shares, it will do so only through orderly sales executed through a
      top-tier brokerage house. 


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	7.	     	TAX
      ADVICE. Each Investor acknowledges that
      such Investor has not relied and will not rely upon the Company or the
      Company’s counsel with respect to any tax consequences related to the
      ownership, purchase, or disposition of the Securities. Each Investor
      assumes full responsibility for all such consequences and for the
      preparation and filing of all tax returns and elections which may or must
      be filed in connection with the Securities.
	 
	8.		LEGAL
      ADVICE. Each Investor has independently
      consulted with legal counsel and after such consultation has deemed this
      investment to be advisable and this Agreement to be reasonable and
      proper.
	 
	9.		NOTICES. Any notice or other
      communication required or permitted hereunder shall be in writing and
      shall be deemed to have been duly given on the date of delivery if
      delivered personally or by facsimile, or one day, not including Saturdays,
      Sundays, or national holidays, after sending if sent by national overnight
      delivery service, or five days, not including Saturdays, Sundays, or
      national holidays, after mailing if mailed by first class United States
      mail, certified or registered with return receipt requested, postage
      prepaid, and addressed as follows:
	 



	To the Company
      at: 	Geron
      Corporation 
	 	230
      Constitution Drive 
	  	Menlo
      Park, California 94025 
	  	Attention: Chief Financial Officer 
	  	Telephone:     	(650)
      473-7700 
	  	Facsimile:
    	(650)
      473-7750 
	  
	  
	To each Investor
      at: 	  	
	  
	  
	  	Telephone:
    	
	  	Facsimile:
    	




	10.	     	BINDING
      EFFECT. This Agreement shall be binding
      upon the heirs, legal representatives and successors of the Company and
      each Investor; provided, however, that no Investor may assign any rights
      or obligations under this Agreement.
	 
	11.		GOVERNING
      LAW. This Agreement shall be governed
      by and construed in accordance with the laws of the State of
      California.


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	12.	     	INVALID PROVISIONS.
      In the event that any provision of this
      Agreement is found to be invalid or otherwise unenforceable by a court or
      other tribunal of competent jurisdiction, such invalidity or
      unenforceability shall not be construed as rendering any other provision
      contained herein invalid or unenforceable, and all such other provisions
      shall be given full force and effect to the same extent as though the
      invalid and unenforceable provision was not contained herein.
	 
	13.		COUNTERPARTS.
      This Agreement may be executed in any
      number of identical counterparts, each of which shall be deemed an
      original, but all of which together shall constitute one and the same
      instrument.
	 
	14.		AMENDMENTS. This Agreement or
      any provision hereof may be changed, waived, or terminated only by a
      statement in writing signed by the party against whom such change, waiver
      or termination is sought to be enforced.
	 
	15.		FUTURE
      COOPERATION. Each of the parties hereto
      agrees to cooperate at all times from and after the date hereof with
      respect to all of the matters described herein, and to execute such
      further assignments, releases, assumptions, amendments of the Agreement,
      notifications and other documents as may be reasonably requested for the
      purpose of giving effect to, or evidencing or giving notice of, the
      transactions contemplated by this Agreement.
	 
	16.		ENTIRE
      AGREEMENT. This Agreement, including
      the Warrants and the Lock-Up Agreements attached hereto, constitute the
      entire agreement of the parties pertaining to the Securities and supersede
      all prior and contemporaneous agreements, representations, and
      understandings of the parties with respect
thereto.


(Signature Page
Follows)

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     IN
WITNESS WHEREOF, the parties hereto have executed this Common Stock and Warrant
Purchase Agreement as of the date first above written. 

		
      Geron
      Corporation 

		 
		 
		By: 	David L.
      Greenwood 
	 	
      Title:   
      
	Chief Financial
      Officer and Executive Vice President 
		 
		 
		 
		Investors: 
			 
			 
		 	  
		By: 	
		Title: 	
		Address:
    
		 
		 
		 
		 
    
		By: 	
		Title: 	
		Address: 



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Exhibit A 

Schedule of Investors 

						 	Warrant 
	Name 	 	Address 		Shares 	 	Shares 
	  					
	  	 	 	 	 	 
	TOTAL:  		 	550,000 	 	150,000 



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Exhibit B 

Form of Warrant 

See Exhibit 4.2. 

12 




Exhibit C 

Form of Lock-Up Agreement


See Exhibit 4.3. 

13