EXHIBIT 4.3



                         COMMON STOCK PURCHASE AGREEMENT

         THIS COMMON STOCK PURCHASE AGREEMENT ("Agreement") is made and  entered
into as of  November  26, 2007 (the  "Effective  Date"),  by and  between  GERON
CORPORATION,  a Delaware  corporation  having its principal place of business at
230 Constitution  Drive,  Menlo Park,  California 94025 ("Geron"),  and Girindus
America Inc., a Delaware  corporation  having its principal place of business at
8560 Reading Road, Cincinnati, Ohio, 45215 ("Manufacturer").

     A.   Geron  and  Manufacturer  are  the  parties  to  that  certain  Master
          Manufacturing   Agreement   dated  as  of   February   27,  2007  (the
          "Manufacturing  Agreement"),  and  related  Project  Orders  ("Project
          Order") under which Geron has agreed to purchase certain products from
          Manufacturer  and  Manufacturer  has agreed to supply such products to
          Geron on the terms set forth therein.

     B.   Pursuant to the  Manufacturing  Agreement,  Geron may pay the purchase
          price of  products  under any  Project  Order by delivery of shares of
          Geron's Common Stock (the "Shares").

THE PARTIES AGREE AS FOLLOWS:

   1. ISSUANCE OF SHARES; ADJUSTMENTS.

     1.1  As  payment  of  the  Second   Installment   under  the  Manufacturing
          Agreement,  Geron  will issue and  deliver  certificates  for  116,099
          Shares.  Upon  issuance  and  delivery of the  certificate(s)  for the
          Shares,  all Shares shall be duly  authorized  and validly  issued and
          represent fully paid shares of Geron's Common Stock.

   2. CLOSING; DELIVERY.

     2.1  The consummation of the transaction  contemplated by this Agreement (a
          "Closing")  shall be held at such time and place as is mutually agreed
          upon  between  the  parties,   but  in  any  event  Geron  shall  make
          commercially  reasonable  efforts to  accomplish  the Closing no later
          than three (3)  business  days after the  Effective  Date  hereof (the
          "Closing Date").  At the Closing,  Geron shall deliver to Manufacturer
          one or more certificates  representing all of the Shares, which Shares
          shall be issued in the name of  Manufacturer  or its  designee  and in
          such denominations as Manufacturer shall specify.

     2.2  Geron's  obligations  to issue and  deliver  the stock  certificate(s)
          representing  the  Shares  to  Manufacturer  at the  Closing  shall be
          subject to the following conditions, which may be waived by Geron:

        2.2.1  the covenants and obligations  that  Manufacturer is required to
               perform or to comply with pursuant to this Agreement, at or prior
               to the Closing,  must have been duly  performed and complied with
               in all material respects; and

        2.2.2  the  representations  and warranties made by Manufacturer herein
               shall be true and  correct  in all  material  respects  as of the
               Closing Date.

     2.3  Manufacturer'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
          Manufacturer:

        2.3.1  the covenants and obligations  that Geron is required to perform
               or to comply with pursuant to this Agreement,  at or prior to the
               Closing,  must have been duly  performed and complied with in all
               material respects;

                                       1
<PAGE>

        2.3.2  Geron   shall   have   available   under  its   Certificate   of
               Incorporation  sufficient  authorized  shares of Common  Stock to
               issue the Shares to Manufacturer; and

        2.3.3  the representations and warranties made by Geron herein shall be
               true and correct in all material respects as of the closing date;

   3. RESTRICTIONS ON RESALE OF SHARES.

     3.1  Legends. Manufacturer understands and acknowledges that the Shares are
          not registered under the Securities Act of 1933 (the "Act"),  and that
          under the Act and other  applicable laws  Manufacturer may be required
          to hold such  Shares  for an  indefinite  period of time.  Each  stock
          certificate representing Shares shall bear the following legends:

          "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER  THE
          SECURITIES  ACT OF 1933, AS AMENDED (THE "ACT").  ANY TRANSFER OF SUCH
          SECURITIES SHALL BE INVALID UNLESS A REGISTRATION  STATEMENT UNDER THE
          ACT IS IN EFFECT AS TO SUCH  TRANSFER  OR, IN THE  OPINION  OF COUNSEL
          REASONABLY  ACCEPTABLE TO GERON,  SUCH REGISTRATION IS UNNECESSARY FOR
          SUCH  TRANSFER  TO COMPLY  WITH THE ACT.  THE  SECURITIES  REPRESENTED
          HEREBY ARE SUBJECT TO THE TERMS OF THE COMMON STOCK PURCHASE AGREEMENT
          BY AND BETWEEN  MANUFACTURER AND GERON, DATED AS OF NOVEMBER 26, 2007.
          A COPY OF THE AGREEMENT CAN BE OBTAINED FROM THE SECRETARY OF GERON."

     3.2  Limits on Sales. Manufacturer agrees that if it decides to resell some
          or all of the  Shares,  it  will  do so  only  through  orderly  sales
          executed  through a reputable  brokerage  house, and in an appropriate
          manner based upon whether the shares are  registered or  unregistered,
          i.e.,  on the  Nasdaq  National  Market  or in a Rule 144A or Rule 144
          compliant  transaction.  Manufacturer  further agrees that it will not
          itself  engage in short  selling with  respect to the Stock.  Provided
          that the  brokerage  house meets the  requirements  set forth  herein,
          nothing shall limit Manufacturer's right to select the brokerage house
          of its choice.

     3.3  Removal of Legends.  Any legend  endorsed on a certificate  evidencing
          the Shares  shall be  removed,  and Geron  shall  issue a  certificate
          without such legend to the Manufacturer, if such Shares are being sold
          pursuant  to an  effective  registration  statement  under  the Act or
          pursuant to Rule 144  promulgated  thereunder,  and the  purchaser  of
          registered   Shares  may   immediately   resell  such  Shares  without
          restriction; provided, however, that in the case of a sale pursuant to
          Rule 144, such holder of Shares shall provide such  information  as is
          reasonably  requested  by Geron to ensure that such Shares may be sold
          in reliance on Rule 144.

   4. REGISTRATION RIGHTS

                                       2

<PAGE>

     4.1  Geron agrees to make commercially  reasonable efforts to file with the
          Securities and Exchange Commission (the "Commission"), within five (5)
          business days after the Closing Date, a registration  statement  under
          the  Act  (the  "Registration  Statement"),   on  Form  S-3  or  other
          appropriate form, so as to permit a  non-underwritten  public offering
          and resale of the  Shares  under the Act by  Manufacturer.  Geron will
          exercise  reasonable  efforts  to cause  the form of the  Registration
          Statement to satisfy all  applicable  requirements  of the Act and the
          regulations of the Commission  thereunder.  Geron agrees to diligently
          pursue making the Registration Statement effective.  Geron will notify
          Manufacturer of the effectiveness of the Registration Statement within
          one (1) business day of receiving notice from the Commission.

     4.2  Geron will maintain the Registration  Statement and any post-effective
          amendment  thereto filed under this Section 4 effective  under the Act
          until the earliest of (i) the date that none of the Shares  covered by
          such Registration Statement are issued and outstanding,  (ii) the date
          that all of the Shares have been sold  pursuant  to such  Registration
          Statement,  (iii) the date Manufacturer receives an opinion of counsel
          from  Geron,   which  counsel   shall  be  reasonably   acceptable  to
          Manufacturer, that the Shares may be sold under the provisions of Rule
          144, (iv) the date that all Shares have been otherwise  transferred to
          persons who may trade such shares without  restriction  under the Act,
          and  Geron  has  delivered  a new  certificate  or other  evidence  of
          ownership for such securities not bearing a restrictive legend, or (v)
          the date all Shares may be sold at any time,  without volume or manner
          of sale limitations  pursuant to Rule 144(k) or any similar  provision
          then in effect under the Act in the opinion of counsel to Geron, which
          counsel shall be reasonably acceptable to Manufacturer.

     4.3  Geron, at its expense,  shall furnish to Manufacturer  with respect to
          the Shares registered under the Registration Statement such reasonable
          number of  copies  of the  Registration  Statement,  prospectuses  and
          preliminary  prospectuses in conformity  with the  requirements of the
          Act and such other documents as Manufacturer  may reasonably  request,
          in order to facilitate the public sale or other  disposition of all or
          any of  the  Shares  by  Manufacturer,  provided,  however,  that  the
          obligation of Geron to deliver copies of  prospectuses  or preliminary
          prospectuses to Manufacturer  shall be subject to the receipt by Geron
          of reasonable  assurances from  Manufacturer  that  Manufacturer  will
          comply  with the  applicable  provisions  of the Act and of such other
          securities or blue sky laws as may be  applicable  in connection  with
          any use of such prospectuses or preliminary prospectuses.

     4.4  All fees,  disbursements and out-of-pocket expenses and costs incurred
          by  Geron  in  connection  with  the  preparation  and  filing  of the
          Registration  Statement  under  Section  4.1  and  in  complying  with
          applicable   securities   and  Blue  Sky  laws   (including,   without
          limitation,  all  attorneys'  fees of Geron)  shall be borne by Geron.
          Manufacturer   shall   bear  the  cost  of  fees   and   expenses   of
          Manufacturer's counsel.

     4.5  Geron will advise Manufacturer  promptly after it shall receive notice
          or  obtain  knowledge  of  the  issuance  of  any  stop  order  by the
          Commission   delaying  or   suspending   the   effectiveness   of  the
          Registration Statement or of the initiation of any proceeding for that
          purpose,  and Geron will use its  commercially  reasonable  efforts to
          prevent the issuance of any stop order or to obtain its  withdrawal at
          the earliest possible moment if such stop order should be issued.

     4.6  With a view to making  available to Manufacturer  the benefits of Rule
          144 (or its  successor  rule) and any other rule or  regulation of the
          Commission that may at the time permit Manufacturer to sell the Shares
          to the public without registration, Geron covenants and agrees to: (i)
          make  and keep  public  information  available,  as  those  terms  are
          understood  and  defined in Rule 144,  until the  earliest of (A) such
          date as all of the Shares may be resold pursuant to Rule 144(k) or any
          other  rule of  similar  effect or (B) such date as all of the  Shares
          shall have been resold;  and (ii) file with the Commission in a timely
          manner all reports and other documents required of Geron under the Act
          and under the Securities Exchange Act of 1934 (the "Exchange Act"), as
          amended.

                                       3
<PAGE>

     4.7  Manufacturer  will  cooperate with Geron in all respects in connection
          with  this  Agreement,  including  timely  supplying  all  information
          reasonably  requested by Geron (which  shall  include all  information
          regarding  Manufacturer  and  proposed  manner  of sale of the  Shares
          required to be disclosed in any Registration  Statement) and executing
          and returning all documents  reasonably  requested in connection  with
          the  registration  and  sale  of the  Shares  and  entering  into  and
          performing their obligations under any underwriting  agreement, if the
          offering is an  underwritten  offering,  in usual and customary  form,
          with the managing  underwriter or  underwriters  of such  underwritten
          offering.  Nothing in this Agreement  shall obligate  Manufacturer  to
          consent to be named as an underwriter in any Registration Statement.

     4.8  Geron  shall  prepare  and  file  with  the SEC  such  amendments  and
          supplements  to the  Registration  Statement  as may be  necessary  to
          comply with the provisions of the Act with respect to the  disposition
          of  all  Shares  covered  by  the  Registration  Statement;  provided,
          however,  that promptly after filing a  registration  statement or any
          amendments or  supplements  thereto,  or comparable  statements  under
          securities  or blue sky laws of any  jurisdiction,  Geron will furnish
          one (1) copy to counsel designated by Manufacturer.

          Geron shall  promptly  notify  Manufacturer,  at  any  time  when  the
          prospectus included in or relating to  the     Registration  Statement
          (the  "Prospectus") is      required to be delivered under the Act, of
          the  happening  of any event as      a result of which the  Prospectus
          contains an untrue   statement of a    material fact or omits any fact
          necessary  to  make       the  statements  therein,  in  light  of the
          circumstances    under  which they were made, not  misleading;  and,
          thereafter, Geron      will as promptly as possible prepare (and, when
          completed, give      notice to Manufacturer) a supplement or amendment
          to such    Prospectus  so  that,  as  thereafter     delivered  to the
          purchasers of such Shares pursuant to      the Registration Statement,
          such  Prospectus  will  not  contain  an     untrue  statement    of a
          material  fact or omit to state  any     fact  necessary  to make  the
          statements  therein,     in light of the  circumstances  under   which
          they  were  made,  not   misleading;   provided  that       upon  such
          notification   by  Geron   of  the   foregoing     and     instructing
          Manufacturer to cease to offer and sell    Shares,   Manufacturer will
          its best efforts to promptly suspend its      offer and sale of Shares
          until  Geron   has  notified  Manufacturer  that it has     prepared a
          supplement or amendment to such  Prospectus    and delivered    copies
          of such supplement or amendment to Manufacturer.

   5.    INDEMNIFICATION.

                                       4
<PAGE>

     5.1  Geron agrees to indemnify  and hold  harmless  Manufacturer  (and each
          person,  if any,  who  controls  Manufacturer  within  the  meaning of
          Section 15 of the Act, and each officer and director of  Manufacturer)
          against any and all losses, claims, damages or liabilities (or actions
          or  proceedings  in respect  thereof),  joint or several,  directly or
          indirectly  based upon or arising out of (i) any untrue  statement  or
          alleged  untrue  statement  of  any  material  fact  contained  in the
          Registration Statement,  any preliminary prospectus,  final prospectus
          or summary prospectus contained therein or used in connection with the
          offering of the Shares,  or any  amendment or supplement  thereto,  or
          (ii)  any  omission  or  alleged  omission  to state a  material  fact
          required  to be stated  therein or  necessary  to make the  statements
          therein not misleading; and Geron will reimburse each such indemnified
          party for any legal or any other expenses  reasonably incurred by them
          in connection with investigating, preparing, pursuing or defending any
          such loss,  claim,  damage,  liability,  action or proceeding,  except
          insofar as any such loss, claim, damage, liability, action, proceeding
          or expense (A) arises out of or is based upon an untrue  statement  or
          alleged untrue  statement or omission or alleged  omission made in the
          Registration  Statement,   any  such  preliminary  prospectus,   final
          prospectus,  summary  prospectus,  amendment or supplement in reliance
          upon and in conformity with written information  furnished to Geron by
          Manufacturer or such other person expressly for use in the preparation
          thereof,  (B) the failure of Manufacturer to comply with its covenants
          and  agreements  contained  in Sections 7.1 or 7.5.2 hereof or (C) any
          misstatement  or omission in any  prospectus  that is corrected in any
          subsequent  prospectus that was delivered to Manufacturer prior to the
          pertinent sale or sales by  Manufacturer.  Such indemnity shall remain
          in full force and effect, regardless of any investigation made by such
          indemnified  party and shall  survive  the  transfer  of the Shares by
          Manufacturer.

     5.2  Manufacturer  agrees to indemnify  and hold  harmless  Geron (and each
          person, if any, who controls Geron within the meaning of Section 15 of
          the Act,  each officer of Geron who signs the  Registration  Statement
          and each director of Geron) from and against losses,  claims,  damages
          or liabilities (or actions or proceedings in respect  thereof),  joint
          or several,  directly or indirectly  based upon or arising out of, (i)
          any  failure  of   Manufacturer  to  comply  with  the  covenants  and
          agreements  contained  in  Sections  7.1 and 7.5.2  hereof or (ii) any
          untrue  statement of a material  fact  contained  in the  Registration
          Statement or any omission of a material  fact required to be stated in
          the  Registration   Statement  or  necessary  in  order  to  make  the
          statements in the Registration Statement not misleading if such untrue
          statement or omission was made in reliance upon and in conformity with
          written information furnished to Geron by or on behalf of Manufacturer
          specifically  for use in  preparation of the  Registration  Statement;
          provided,  however,  that Manufacturer shall not be liable in any such
          case for (A) any untrue  statement  or  omission  in the  Registration
          Statement,  prospectus,  or other such  document  which  statement  is
          corrected  by  Manufacturer  and  delivered to Geron prior to the sale
          from which such loss occurred, (B) any untrue statement or omission in
          any prospectus  which is corrected by  Manufacturer  in any subsequent
          prospectus, or supplement or amendment thereto, and delivered to Geron
          prior to the sale or sales from which a loss or  liability  arose,  or
          (C) any  failure  by Geron to  fulfill  any of its  obligations  under
          Section 5.1 hereof.

                                       5
<PAGE>

     5.3  Promptly  after  receipt  by any  indemnified  person of a notice of a
          claim or the beginning of any action in respect of which  indemnity is
          to be sought against an  indemnifying  person pursuant to this Section
          5, such  indemnified  person shall notify the  indemnifying  person in
          writing of such claim or of the  commencement of such action,  but the
          omission to so notify the indemnifying  party will not relieve it from
          any liability  which it may have to any  indemnified  party under this
          Section 5 (except  to the extent  that such  omission  materially  and
          adversely  affects  the  indemnifying  party's  ability to defend such
          action) or from any  liability  otherwise  than under this  Section 5.
          Subject to the provisions  hereinafter stated, in case any such action
          shall be  brought  against an  indemnified  person,  the  indemnifying
          person shall be entitled to  participate  therein,  and, to the extent
          that it shall elect by written  notice  delivered  to the  indemnified
          party  promptly  after  receiving  the  aforesaid   notice  from  such
          indemnified  party,  shall be entitled to assume the defense  thereof,
          with counsel reasonably satisfactory to such indemnified person. After
          notice from the indemnifying  person to such indemnified person of its
          election to assume the defense thereof, such indemnifying person shall
          not be  liable  to  such  indemnified  person  for any  legal  expense
          subsequently  incurred by such  indemnified  person in connection with
          the defense thereof, provided,  however, that if there exists or shall
          exist a conflict of  interest  that would make  inappropriate,  in the
          reasonable opinion of counsel to the indemnified  person, for the same
          counsel to represent both the indemnified person and such indemnifying
          person or any affiliate or associate  thereof,  the indemnified person
          shall be  entitled  to retain its own  counsel at the  expense of such
          indemnifying person;  provided,  however,  that no indemnifying person
          shall  be  responsible  for the  fees and  expenses  of more  than one
          separate  counsel  (together with  appropriate  local counsel) for all
          indemnified  parties.  In no event  shall any  indemnifying  person be
          liable in  respect to any  amounts  paid in  settlement  of any action
          unless the  indemnifying  person shall have approved the terms of such
          settlement.  No indemnifying  person shall,  without the prior written
          consent  of the  indemnified  person,  effect  any  settlement  of any
          pending or threatened  proceeding in respect of which any  indemnified
          person is or could  have been a party and  indemnification  could have
          been  sought  hereunder  by  such  indemnified  person,   unless  such
          settlement  includes  an  unconditional  release  of such  indemnified
          person from all  liability  on claims  that are the subject  matter of
          such proceeding.

     5.3  The provisions of this Section 5 shall survive the termination of this
          Agreement.

    6. REPRESENTATIONS AND COVENANTS OF GERON.

         Geron hereby represents, warrants and covenants to Manufacturer as
follows:

     6.1  Organization, Good Standing and Qualification.  Geron is a corporation
          duly organized,  validly  existing and in good standing under the laws
          of the State of Delaware  and has all  requisite  corporate  power and
          authority to carry on its business as now  conducted  and as presently
          proposed to be conducted. Geron is duly qualified to transact business
          and is in good standing as a foreign  corporation in each jurisdiction
          in which the  failure  to so qualify  would  have a  material  adverse
          effect on its business or properties.

     6.2  Authorization.  All  corporate  action  on  the  part  of  Geron,  its
          officers,  directors and stockholders necessary for the authorization,
          execution  and  delivery of this  Agreement,  the  performance  of all
          obligations  of Geron  hereunder and the  authorization,  issuance and
          delivery  of the Shares  has been taken or will be taken  prior to the
          Closing,  and  this  Agreement,  when  executed  and  delivered,  will
          constitute  the  valid  and  legally  binding  obligations  of  Geron,
          enforceable  against  Geron in  accordance  with its terms,  except as
          limited  by   applicable   bankruptcy,   insolvency,   reorganization,
          moratorium,   fraudulent   conveyance   and  other   laws  of  general
          application affecting  enforcement of creditors' rights generally,  as
          limited by laws relating to the availability of specific  performance,
          injunctive relief or other equitable remedies.

     6.3  Valid  Issuance of Common  Stock.  The Shares,  when issued,  sold and
          delivered in  accordance  with the terms hereof for the  consideration
          expressed  herein,  will be duly and  validly  authorized  and issued,
          fully paid and  nonassessable  and free of  restrictions  on  transfer
          other  than   restrictions   on  transfer  under  this  Agreement  and
          applicable state and federal securities laws.

                                       6
<PAGE>

     6.4  Legal Proceedings and Orders. There is no action, suit,  proceeding or
          investigation  pending or threatened  against Geron that questions the
          validity  of this  Agreement  or the right of Geron to enter into this
          Agreement or to consummate the transactions  contemplated  hereby, nor
          is Geron aware of any basis for any of the forgoing.  Geron is neither
          a  party  to  nor  subject  to the  provisions  of  any  order,  writ,
          injunction,  judgment or decree of any court or  government  agency or
          instrumentality  that would  affect the ability of Geron to enter into
          this Agreement or to consummate the transactions contemplated hereby.

   7. REPRESENTATIONS AND ACKNOWLEDGMENTS OF MANUFACTURER.

   Manufacturer hereby represents, warrants, acknowledges and agrees that:

     7.1  Investment.  Manufacturer  is acquiring the Shares for  Manufacturer's
          own  account,  and not directly or  indirectly  for the account of any
          other person.  Manufacturer is acquiring the Shares for investment and
          not  with  a  view  to  distribution  or  resale  thereof,  except  in
          compliance  with  the Act  and any  applicable  state  law  regulating
          securities.

     7.2  Access  to  Information.  Manufacturer  has  consulted  with  its  own
          attorney, accountant, or investment advisor as Manufacturer has deemed
          advisable  with  respect  to the  investment  and has  determined  its
          suitability for Manufacturer.  Manufacturer has had the opportunity to
          ask questions of, and to receive answers from,  appropriate  executive
          officers  of Geron  with  respect to the terms and  conditions  of the
          transactions  contemplated  hereby and with  respect to the  business,
          affairs,  financial  condition  and  results of  operations  of Geron.
          Manufacturer has had access to such financial and other information as
          is  necessary  in  order  for  Manufacturer  to make a fully  informed
          decision as to investment  in Geron,  and has had the  opportunity  to
          obtain  any  additional  information  necessary  to verify any of such
          information  to  which  Manufacturer  has  had  access.   Manufacturer
          acknowledges  that neither Geron nor any of its  officers,  directors,
          employees,   agents,   representatives,   or  advisors  has  made  any
          representation  or warranty  other than those  specifically  expressed
          herein.

     7.3  Business and Financial Expertise.  Manufacturer further represents and
          warrants  that it has such  business or  financial  expertise as to be
          able to evaluate its investment in Geron and purchase of the Shares.

     7.4  Speculative Investment.  Manufacturer acknowledges that the investment
          in Geron represented by the Shares is highly speculative in nature and
          is subject to a high  degree of risk of loss in whole or in part;  the
          amount of such investment is within  Manufacturer's risk capital means
          and is not so great in  relation  to  Manufacturer's  total  financial
          resources  as  would  jeopardize  the  personal   financial  needs  of
          Manufacturer  in the event  such  investment  were lost in whole or in
          part.

     7.5  Unregistered Securities. Manufacturer acknowledges that:

        7.5.1  Manufacturer  must bear the economic risk of  investment  for an
               indefinite  period  of time  because  the  Shares  have  not been
               registered  under the Act and  therefore  cannot  and will not be
               sold unless they are subsequently  registered under the Act or an
               exemption from such registration is available.  Geron has made no
               agreements,  covenants or undertakings whatsoever to register any
               of the  Shares  under the Act,  except as  provided  in Section 4
               above. Geron has made no representations, warranties or covenants
               whatsoever as to whether any exemption  from the Act,  including,
               without  limitation,  any  exemption for limited sales in routine
               brokers'  transactions  pursuant to Rule 144 under the Act,  will
               become available and any such exemption  pursuant to Rule 144, if
               available  at all,  will not be  available  unless:  (i) a public
               trading  market then exists in Geron's  common stock,  (ii) Geron
               has complied with the  information  requirements of Rule 144, and
               (iii)  all  other  terms  and  conditions  of Rule 144 have  been
               satisfied.

                                       7
<PAGE>

          7.5.2 Transfer  of the Shares  has not been  registered  or  qualified
               under  any  applicable  state  law  regulating   securities  and,
               therefore, the Shares cannot and will not be sold unless they are
               subsequently  registered  or  qualified  under any such act or an
               exemption  therefrom is available.  Geron has made no agreements,
               covenants or  undertakings  whatsoever to register or qualify any
               of the Shares  under any such act except as provided in Section 4
               above. Geron has made no representations, warranties or covenants
               whatsoever  as to whether  any  exemption  from any such act will
               become available.

          7.5.3 Manufacturer   hereby   certifies  that  it  is  an  "Accredited
               Investor" as that term is defined in Rule 501 under the Act.

     8.   TAX ADVICE. Manufacturer acknowledges that Manufacturer has not relied
          and will not rely upon Geron or Geron's  counsel  with  respect to any
          tax consequences related to the ownership, purchase, or disposition of
          the Shares.  Manufacturer  assumes  full  responsibility  for all such
          consequences and for the preparation and filing of all tax returns and
          elections which may or must be filed in connection with the Shares.

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

                  To Geron at:                Geron Corporation
                                              230 Constitution Drive
                                              Menlo Park, California  94025
                                              Attention: General Counsel
                                              Telephone:        (650) 473-7700
                                              Facsimile:        (650) 473-7750

                  To Manufacturer at:         Girindus America Inc.
                                              8560 Reading Rd
                                              Cincinnati , Ohio, 45215
                                              Attention: President
                                              Telephone:        (513) 679 - 3000
                                              Facsimile:        (513) 679 - 3053

     10.  BINDING EFFECT.  This Agreement shall be binding upon the heirs, legal
          representatives and successors of Geron and of Manufacturer; provided,
          however,  that  Manufacturer  may not assign any rights or obligations
          under this  Agreement  except to an entity  controlling,  under common
          control with or controlled by  Manufacturer.  Geron may not assign any
          of its 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 Delaware.

     12.  INVALID PROVISIONS.  In the event that any provision of this Agreement
          is found to be invalid or otherwise  unenforceable by a court or other
          tribunal   of   competent    jurisdiction,    such    invalidity    or
          unenforceability  shall  not  be  construed  as  rendering  any  other
          provision  contained  herein  invalid or  unenforceable,  and all such
          other  provisions  shall be given  full  force and  effect to the same
          extent as though  the  invalid  and  unenforceable  provision  was not
          contained herein.

     13.  COUNTERPARTS.  This  Agreement  may  be  executed  in  any  number  of
          identical counterparts, each of which shall be deemed an original, but
          all of which together shall constitute one and the same instrument.

     14.  AMENDMENTS.  This  Agreement or any  provision  hereof may be changed,
          waived,  or  terminated  only by a statement in writing  signed by the
          party against whom such change,  waiver or termination is sought to be
          enforced.

                                       8
<PAGE>

     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 and the Supply Agreement,  including
          all Project Orders  thereto,  constitute  the entire  agreement of the
          parties   pertaining  to  the  Shares  and  supersede  all  prior  and
          contemporaneous agreements, representations, and understandings of the
          parties with respect thereto.



                   REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

                                       9
<PAGE>

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

                                     Geron Corporation

                                       /s/ David L. Greenwood
                                     -------------------------------------
                                     By:      David L. Greenwood
                                     Title:   Executive Vice President and Chief
                                              Financial Officer

                                     Girindus America Inc.


                                       /s/ Greg McParland
                                     -------------------------------------
                                     By:      Greg McParland
                                     Title:   CEO