UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON D.C.
20549

_______________FORM
10-Q_______________

|**x** |  | QUARTERLY REPORT PURSUANT TO
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934       
|----- |  | ----------------------------------------------------------------------------------------------------
|      |  |                                                                                                     
|      |  | FOR THE QUARTERLY
      PERIOD ENDED SEPTEMBER 30, 2008                                             
|      |  |                                                                                                     
|      |  | OR                                                                                                  
|      |  |                                                                                                     
|**o** |  | TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934

FOR THE TRANSITION PERIOD FROM _____ TO
_____.

COMMISSION FILE NUMBER: 0-20859
________________

GERON CORPORATION(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS
CHARTER)

|DELAWARE                                                            | 75-2287752                                
|------------------------------------------------------------------- | ------------------------------------------
|(STATE OR OTHER
      JURISDICTION OFINCORPORATION OR ORGANIZATION) | (I.R.S. EMPLOYER
      IDENTIFICATION NO.)

230 CONSTITUTION DRIVE, MENLO PARK,
CA 94025(ADDRESS, INCLUDING ZIP CODE, OF
PRINCIPAL EXECUTIVE OFFICES)

REGISTRANTS TELEPHONE NUMBER, INCLUDING
AREA CODE:(650) 473-7700

FORMER NAME, FORMER ADDRESS AND FORMER
FISCAL YEAR,IF CHANGED SINCE LAST REPORT:N/A

Indicate by
check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.YesxNoo

Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer, and smaller reporting company in Rule 12b-2 of
the Exchange Act.

|Large
      accelerated filer                       | o | Accelerated filer         | x
|--------------------------------------------------- | - | ------------------------- | -
|Non-accelerated filer                               | o | Smaller reporting company | o
|(Do
      not check if a smaller reporting company) |   |                           |  

Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).YesoNox

Indicate the number of shares
outstanding of each of the issuers classes of common stock, as of the latest
practicable date.

|Class:                               | Outstanding at
      October 27, 2008:
|------------------------------------ | --------------------------------------
|Common Stock,
      $0.001 par value | 79,168,115
      shares               

---

GERON
CORPORATION

INDEX

|                              | Page
|----------------------------- | ----
|PART I. FINANCIAL INFORMATION
|Item
      1:                 |     
|                              |     
|                              |     
|                              |     
|                              |     
|                              |     
|                              |     
|Item 2:                       |     
|                              |     
|Item
      3:                 |     
|Item 4:                       |     
|                             
|PART II. OTHER INFORMATION   
|Item
      1:                 |     
|Item 1A:                      |     
|Item
      2:                 |     
|Item 3:                       |     
|Item
      4:                 |     
|Item 5:                       |     
|Item
      6:                 |     
|                              |     

---

PART
I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS

GERON CORPORATIONCONDENSED CONSOLIDATED
BALANCE SHEETS(IN
THOUSANDS)

|                                                                  |  | SEPTEMBER 30, |          | DECEMBER 31,
|----------------------------------------------------------------- |  | ------------- | -------- | ------------
|                                                                  |  | 2008          |          | 2007        
|                                                                  |  | (UNAUDITED)   |          |             
|ASSETS                                                            |  |               |          |             
|Current
      assets:                                             |  |               |          |             
|Cash and cash equivalents                                         |  | $             | 121,807  |             
|Restricted cash                                                   |  |               | 832      |             
|Marketable securities                                             |  |               | 52,537   |             
|Interest and other receivables                                    |  |               | 186      |             
|Current portion of prepaid assets                                 |  |               | 3,718    |             
|Total current assets                                              |  |               | 179,080  |             
|Noncurrent portion of prepaid assets                              |  |               | 2,567    |             
|Property and
      equipment, net                                 |  |               | 4,240    |             
|Deposits and other assets                                         |  |               | 1,969    |             
|                                                                  |  | $             | 187,856  |             
|                                                                 
|LIABILITIES AND STOCKHOLDERS EQUITY                              |  |               |          |             
|Current
      liabilities:                                        |  |               |          |             
|Accounts payable                                                  |  | $             | 2,108    |             
|Accrued compensation                                              |  |               | 2,399    |             
|Accrued liabilities (including amounts for related
      parties: |  |               |          |             
|2008-$267, 2007-$1,029)                                           |  |               | 2,360    |             
|Current portion of deferred revenue                               |  |               | 80       |             
|Fair value of derivatives                                         |  |               | 863      |             
|Current portion of advance payment from related party
      for   |  |               |          |             
|research and development, net                                     |  |               | 738      |             
|Total current liabilities                                         |  |               | 8,548    |             
|Noncurrent
      portion of deferred revenue                      |  |               | 58       |             
|Noncurrent portion of advance payment from related
      party    |  |               |          |             
|for research and development, net                                 |  |               |         |             
|Commitments and
      contingencies                               |  |               |          |             
|Stockholders equity:                                             |  |               |          |             
|Common stock                                                      |  |               | 79       |             
|Additional paid-in capital                                        |  |               | 668,500  |             
|Accumulated deficit                                               |  |               | (489,261 | )           
|Accumulated other comprehensive (loss)
      income               |  |               | (68      | )           
|Total stockholders equity                                        |  |               | 179,250  |             
|                                                                  |  | $             | 187,856  |             

See accompanying
notes.

1

---

GERON
CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS(IN THOUSANDS, EXCEPT SHARE
AND PER SHARE DATA)(UNAUDITED)

|                                                             |  | THREE MONTHS ENDED |            | NINE MONTHS ENDED
|------------------------------------------------------------ |  | ------------------ | ---------- | -----------------
|                                                             |  | SEPTEMBER 30,      |            | SEPTEMBER 30,    
|                                                             |  | 2008               |            | 2007             
|Revenues from collaborative agreements (including            |  |                    |            |                  
|amounts from related parties: three months -
      2008-$20; |  |                    |            |                  
|2007-none; nine months - 2008-$79; 2007-$448)                |  | $                  | 74         |                  
|License fees and
      royalties (including amounts from     |  |                    |            |                  
|related parties: three months - 2008-none;
      2007-none;  |  |                    |            |                  
|nine months - 2008-$1,500; 2007-none)                        |  |                    | 293        |                  
|Total revenues                                               |  |                    | 367        |                  
|                                                            
|Operating expenses:                                          |  |                    |            |                  
|Research and development (including amounts for              |  |                    |            |                  
|related parties: three months - 2008-$184;
      2007-$70;   |  |                    |            |                  
|nine months - 2008-$502; 2007-$569)                          |  |                    | 14,208     |                  
|General and administrative                                   |  |                    | 4,093      |                  
|Total operating expenses                                     |  |                    | 18,301     |                  
|Loss from operations                                         |  |                    | (17,934    | )                
|Unrealized
      (loss) gain on derivatives                  |  |                    | (162       | )                
|Interest and other income                                    |  |                    | 1,197      |                  
|Loss recognized
      under equity method investment         |  |                    | (229       | )                
|Interest and other expense                                   |  |                    | (23        | )                
|Net loss                                                     |  |                    | (17,151    | )                
|Deemed dividend on derivatives                               |  |                    |           |                  
|Net loss
      applicable to common stockholders             |  | $                  | (17,151    | )                
|                                                            
|Basic and diluted net loss per share applicable to common    |  |                    |            |                  
|stockholders                                                 |  | $                  | (0.22      | )                
|                                                            
|Shares used in computing basic and diluted net loss per      |  |                    |            |                  
|share applicable to common stockholders                      |  |                    | 78,752,645 |                  

See accompanying
notes.

2

---

GERON CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF
CASH FLOWSCHANGE IN CASH AND CASH
EQUIVALENTS(IN THOUSANDS)(UNAUDITED)

|                                                                                  |  | NINE MONTHS  
|--------------------------------------------------------------------------------- |  | -------------
|                                                                                  |  | ENDED        
|                                                                                  |  | SEPTEMBER 30,
|                                                                                  |  | 2008         
|Cash flows from operating activities                                              |  |              
|Net loss                                                                          |  | $            
|Adjustments to reconcile net loss to net cash used in operating
      activities: |  |              
|Depreciation and amortization                                                     |  |              
|Accretion and amortization on investments,
      net                              |  |              
|Gain on sale of fixed assets                                                      |  |              
|Stock-based compensation in exchange for services
      by non-employees          |  |              
|Stock-based compensation for awards to employees and
      directors              |  |              
|Amortization related to 401(k)
      contributions                                |  |              
|Loss recognized under equity method investments                                   |  |              
|Unrealized gain on derivatives                                                    |  |              
|Changes in
      assets and liabilities:                                          |  |              
|Other current and noncurrent assets                                               |  |              
|Other current and noncurrent liabilities                                          |  |              
|Advance payment from related party for research
      and development             |  |              
|Translation
      adjustment                                                      |  |              
|Net cash used in operating activities                                             |  |              
|                                                                                 
|Cash flows from investing activities                                              |  |              
|Restricted cash
      transfer                                                    |  |              
|Loan to related party                                                             |  |              
|Proceeds from
      sale of fixed assets                                          |  |              
|Capital expenditures                                                              |  |              
|Purchases of
      marketable securities                                          |  |              
|Proceeds from maturities of marketable securities                                 |  |              
|Net cash
      provided by investing activities                                   |  |              
|                                                                                 
|Cash flows from financing activities                                              |  |              
|Repurchase of
      common stock                                                  |  |              
|Proceeds from issuances of common stock, net of issuance
      costs              |  |              
|Proceeds from
      exercise of warrants                                          |  |              
|Net cash (used in) provided by financing activities                               |  |              
|Net (decrease)
      increase in cash and cash equivalents                        |  |              
|Cash and cash equivalents at the beginning of the period                          |  |              
|Cash and cash
      equivalents at the end of the period                          |  | $            

See accompanying
notes.

3

---

Geron CorporationNotes to Condensed Consolidated
Financial StatementsSeptember 30, 2008(Unaudited)

1. SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES

Basis of Presentation

The terms
Geron, the Company, we and us as used in this report refer to Geron
Corporation. The accompanying condensed consolidated unaudited balance sheet as
of September 30, 2008 and condensed consolidated statements of operations for
the three and nine months ended September 30, 2008 and 2007 have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X.Accordingly, they do not include
all of the information and footnotes required by U.S. generally accepted
accounting principles for complete financial statements. In the opinion of
management of Geron, all adjustments (consisting only of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three and nine month periods ended September 30, 2008
are not necessarily indicative of the results that may be expected for the year
ending December 31, 2008 or any other period. These financial statements and
notes should be read in conjunction with the financial statements for each of
the three years ended December 31, 2007, included in the Companys Annual Report
on Form 10-K. The accompanying condensed consolidated balance sheet as of
December 31, 2007 has been derived from audited financial statements at that
date.

Principles of
Consolidation

The
consolidated financial statements include the accounts of Geron, our
wholly-owned subsidiary, Geron Bio-Med Ltd. (Geron Bio-Med), a United Kingdom
company, and our majority-owned subsidiary, TA Therapeutics, Ltd. (TAT), a Hong
Kong company. We have eliminated intercompany accounts and transactions. We
prepare the financial statements of Geron Bio-Med using the local currency as
the functional currency. We translate the assets and liabilities of Geron
Bio-Med at rates of exchange at the balance sheet date and translate income and
expense items at average monthly rates of exchange. The resultant translation
adjustments are included in accumulated other comprehensive income (loss), a
separate component of stockholders equity. The functional currency for TAT is
U.S. dollars.

FASB
Interpretation No. 46-R (FIN 46R), Consolidation of Variable Interest Entities,
an Interpretation of ARB No. 51, as amended, provides guidance on the
identification, classification and accounting of variable interest entities
(VIEs). We have variable interests in VIEs through marketable and non-marketable
equity investments in various companies with whom we have executed licensing
agreements. In accordance with FIN 46R, we have concluded that we are not the
primary beneficiary in any of these VIEs and, therefore, have not consolidated
such entities in our condensed consolidated financial statements.

Net Loss Per Share

Basic
earnings (loss) per share is calculated based on the weighted average number of
shares of common stock outstanding during the period. Diluted earnings (loss)
per share is calculated based on the weighted average number of shares of common
stock and dilutive securities outstanding during the period. Potential dilutive
securities primarily consist of outstanding employee stock options, restricted
stock and warrants to purchase common stock and have been determined using the
treasury stock method at an average market price during the period.

Because we
were in a net loss position, diluted earnings per share excludes the effects of
potential dilutive securities, which are all antidilutive. Had we been in a net
income position, diluted earnings per share would have included the shares used
in the computation of basic net loss per share as well as additional shares of
311,707 and 2,098,888 for 2008 and 2007, respectively, related to outstanding
options, restricted stock and warrants (as determined using the treasury stock
method at an average market price during the period).

4

---

Geron CorporationNotes to Condensed Consolidated
Financial StatementsSeptember 30, 2008(Unaudited)

Use of Estimates

The
preparation of financial statements in conformity with U.S. generally accepted
accounting principles requires us to make estimates and assumptions that affect
the amounts reported in the financial statements and accompanying notes. On a
regular basis, we evaluate these estimates and assumptions. Actual results could
differ from those estimates.

Revenue Recognition

We recognize
revenue related to license and research agreements with collaborators,
royalties, and milestone payments. The principles and guidance outlined in EITF
Issue No. 00-21, Revenue Arrangements with Multiple Deliverables, provide a
framework to (i) determine whether an arrangement involving multiple
deliverables contains more than one unit of accounting, (ii) determine how the
arrangement consideration should be measured and allocated to the separate units
of accounting in the arrangement and (iii) apply relevant revenue recognition
criteria, under Staff Accounting Bulletin No. 104, Revenue Recognition, (SAB
104) separately for each of the separate units. Our arrangements generally do
not contain a general right of return relative to the delivered item.

We have
several license and marketing agreements with various oncology, diagnostics,
research tools, agriculture and biologics production companies. With certain of
these agreements, we receive nonrefundable license payments in cash or equity
securities, option payments in cash or equity securities, royalties on future
sales of products, milestone payments, or any combination of these items.
Upfront nonrefundable signing or license fees that are not dependent on future
performance under these agreements or where the intellectual property related to the
license has been delivered are recognized as revenue when earned or over the estimated
period of the continuing performance obligations. Option payments are generally
recognized as revenue over the option period. Milestone payments, earned based
on substantive contingencies, are recognized upon completion of specified
milestones, representing the culmination of the earnings process, according to
contract terms. Royalties are generally recognized upon receipt of the related
royalty payment. Deferred revenue represents the portion of research and license
payments received which has not been earned.

We recognize
revenue under collaborative agreements as the related research and development
costs for services are rendered. We recognize related party revenue under
collaborative agreements as the related research and development costs for
services are rendered and when the source of funds have not been derived from
our contributions to the related party.

Restricted Cash

The components of restricted cash are as
follows:

|                                                                 |  | September 30,  |     | December 31,
|---------------------------------------------------------------- |  | -------------- | --- | ------------
|                                                                 |  | 2008           |     | 2007        
|                                                                 |  | (In thousands)
|Certificate of deposit for unused equipment line of
      credit |  | $              | 530 |             
|Certificate of
      deposit for credit card purchases           |  |                | 256 |             
|Funds held in trust for creditors of TA Therapeutics,
      Ltd. |  |                | 46  |             
|                                                                 |  | $              | 832 |             

Fair Value of Financial
Instruments

In September
2006, the Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards No. 157, Fair Value Measurements, (SFAS 157)
which defines fair value, establishes guidelines for measuring fair value and
expands disclosures regarding fair value measurements. SFAS 157 does not require
any new fair value measurements but rather eliminates inconsistencies in
guidance found in various prior accounting pronouncements and is effective for
fiscal years beginning after November 15, 2007. In February 2008, the FASB
issued FASB FSP 157-2 which delays the effective date of SFAS 157 for all
nonfinancial assets and nonfinancial liabilities, except those that are
recognized or disclosed at fair value in the financial statements on a recurring
basis (at least annually), until fiscal years beginning after November 15, 2008,
and interim periods within those fiscal years. These nonfinancial items include
assets and liabilities such as reporting units measured at fair value in a
goodwill impairment test and nonfinancial assets acquired and liabilities
assumed in a business combination. Effective January 1, 2008, we adopted SFAS
157 for financial assets and liabilities recognized at fair value on a recurring
basis. The partial adoption of SFAS 157 for financial assets and liabilities did
not have a material impact on our consolidated financial position, results of
operations or cash flows. See Note 2 for information and related disclosures
regarding our fair value measurements.

5

---

Geron CorporationNotes to Condensed Consolidated
Financial StatementsSeptember 30, 2008(Unaudited)

Cash Equivalents and Marketable Debt
Securities

We consider
all highly liquid investments with a maturity of three months or less on the
date of purchase to be cash equivalents. We are subject to credit risk related
to our cash equivalents and available-for-sale securities. We place our cash and
cash equivalents in money market funds. Our investments include U.S. government
agency notes, corporate notes and commercial paper with original maturities
ranging from six to nine months.

We classify
our marketable debt securities as available-for-sale. We record
available-for-sale securities at fair value, with unrealized gains and losses
reported in accumulated other comprehensive income (loss) in stockholders
equity. Realized gains and losses are included in interest and other income and
are derived using the specific identification method for determining the cost of
securities sold. Realized gains and losses have been insignificant to date.
Dividend and interest income are recognized when earned and included in interest
and other income on our condensed consolidated statements of operations. We
recognize a charge when the declines in the fair values of our
available-for-sale securities below the amortized cost basis are judged to be
other-than-temporary. We consider various factors in determining whether to
recognize an other-than-temporary charge, including the length of time and
extent to which the fair value has been less than our amortized cost basis, the
financial condition and near-term prospects of the security issuer, and our
intent and ability to hold the investment for a period of time sufficient to
allow for any anticipated recovery in market value. Declines in market value
judged other-than-temporary result in a charge to interest and other income.

Marketable and Non-Marketable Equity
Investments in Licensees

Investments
in non-marketable nonpublic companies, in which we own less than 20% of the
outstanding voting stock and do not otherwise have the ability to exert
significant influence over the investees, are carried at cost, as adjusted for
other-than-temporary impairments. Investments in marketable equity securities
are carried at fair value as of the balance sheet date. For marketable equity
securities, unrealized gains and losses are reported in accumulated other
comprehensive income (loss) in stockholders equity. Realized gains or losses
are included in interest and other income and are derived using the specific
identification method.

We apply the
equity method of accounting for equity investments in licensees in which we own
more than 20% of the outstanding voting stock or otherwise have the ability to
exert significant influence over the investees. Under this method, we increase
(decrease) the carrying value of our equity investment by a proportionate share
of the investees earnings (losses). If losses exceed the carrying value of the
investment, losses are then applied against any advances to the investee,
including any commitment to provide financial support, until those amounts are
reduced to zero. The equity method is then suspended until the investee has
earnings. Any proportionate share of investee earnings is first applied to the
share of accumulated losses not recognized during the period the equity method
was suspended.

We monitor
our equity investments in licensees for impairment on a quarterly basis and make
appropriate reductions in carrying values when such reductions are determined to
be other-than-temporary. Other-than-temporary charges are included in interest
and other income. Factors used in determining whether an other-than-temporary
charge should be recognized include, but are not limited to, the current
business environment including competition and uncertainty of financial
condition; going concern considerations such as the rate at which the investee
company utilizes cash, and the investee companys ability to obtain additional
private financing to fulfill its stated business plan; the need for changes to
the investee companys existing business model due to changing business
environments and its ability to successfully implement necessary changes; and
the general progress toward product development, including clinical trial
results.

6

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Geron
CorporationNotes to Condensed
Consolidated Financial StatementsSeptember 30, 2008(Unaudited)

Fair Value of
Derivatives

We apply the provisions of Statement of
Financial Accounting Standards No. 133, Accounting for Derivative Instruments
and Hedging Activities, (SFAS 133), Statement of Financial Accounting Standards
No. 150, Accounting for Certain Financial Instruments with Characteristics of
Both Liabilities and Equity, (SFAS 150) and Emerging Issues Task Force Issue
00-19, Accounting for Derivative Financial Instruments Indexed to, and
Potentially Settled in, a Companys Own Stock, (Issue 00-19) in accounting for
derivative financial instruments.

For warrants
and non-employee options classified as assets or liabilities under Issue 00-19,
the fair value of these instruments is recorded on the condensed consolidated
balance sheet at inception of such classification and adjusted to fair value at
each financial reporting date. The change in fair value of the warrants and
non-employee options is recorded in the condensed consolidated statements of
operations as unrealized gain (loss) on fair value of derivatives. Fair value of
warrants and non-employee options subject to Issue 00-19 is estimated using the
Black Scholes option-pricing model. The warrants and non-employee options
continue to be reported as an asset or liability until such time as the
instruments are exercised or expire or are otherwise modified to remove the
provisions which require this treatment, at which time these instruments are
marked to fair value and reclassified from assets or liabilities to
stockholders equity. For warrants and non-employee options classified as
permanent equity under Issue 00-19, the fair value of the warrants and
non-employee options is recorded in stockholders equity and no further
adjustments are made.

Research and Development
Expenses

All research
and development costs are expensed as incurred. The value of acquired in-process
research and development is charged to research and development expense on the
date of acquisition. Research and development expenses include, but are not
limited to, acquired in-process technology deemed to have no alternative future
use, payroll and personnel expense, lab supplies, preclinical studies, raw
materials to manufacture clinical trial drugs, manufacturing costs for research
and clinical trial materials, sponsored research at other labs, consulting,
costs to maintain technology licenses and research-related overhead. Accrued
liabilities for raw materials to manufacture clinical trial drugs, manufacturing
costs, clinical trial expense, costs to maintain technology licenses and
sponsored research reimbursement fees are included in accrued liabilities and
research and development expenses.

Depreciation and
Amortization

We record
property and equipment at cost and calculate depreciation using the
straight-line method over the estimated useful lives of the assets, generally
four years. Leasehold improvements are amortized over the shorter of the
estimated useful life or remaining term of the lease.

Stock-Based
Compensation

Statement of
Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment,
(SFAS 123R) requires the measurement and recognition of compensation expense for
all stock-based awards made to employees and directors, including stock options,
restricted stock awards and employee stock purchases related to our Employee
Stock Purchase Plan (ESPP purchases) based upon the grant-date fair value of
those awards.

7

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Geron CorporationNotes to Condensed Consolidated
Financial StatementsSeptember 30, 2008(Unaudited)

On January
1, 2006 we implemented the provisions of SFAS 123R using the modified
prospective transition method. In accordance with this method, for awards
expected to vest, we recognize compensation expense on a straight-line basis for
stock-based awards granted after January 1, 2006, plus unvested awards granted
prior to January 1, 2006 based on the grant-date fair value estimated in
accordance with the original provisions of SFAS 123 and following the
straight-line attribution method elected originally upon the adoption of SFAS
123.

The
following table summarizes the stock-based compensation expense related to stock
options, restricted stock awards and employee stock purchases under SFAS 123R
for the three and nine months ended September 30, 2008 and 2007 which was
allocated as follows:

|                                                       |  | Three Months Ended |       | Nine Months Ended
|------------------------------------------------------ |  | ------------------ | ----- | -----------------
|                                                       |  | September 30,      |       | September 30,    
|                                                       |  | 2008               |       | 2007             
|                                                       |  | (In thousands)    
|Research and development                               |  | $                  | 1,546 |                  
|General and
      administrative                       |  |                    | 1,546 |                  
|Stock-based compensation expense included in operating |  |                    |       |                  
|expenses                                               |  | $                  | 3,092 |                  

Stock Options

The fair
value of options granted during the nine months ended September 30, 2008 and
2007 has been estimated at the date of grant using the Black Scholes
option-pricing model with the following assumptions:

|                                |  | Nine Months Ended September
      30,
|------------------------------- |  | -------------------------------------
|                                |  | 2008                                 
|Dividend yield                  |  | None                                 
|Expected
      volatility range |  | 0.527 to
      0.596                 
|Risk-free interest rate range   |  | 2.36% to 3.57%                       
|Expected
      term             |  | 5 yrs                                

Employee Stock Purchase
Plan

The fair
value of employees purchase rights during the nine months ended September 30,
2008 and 2007 has been estimated using the Black Scholes option-pricing model
with the following assumptions:

|                                |  | Nine Months Ended September
      30,
|------------------------------- |  | -------------------------------------
|                                |  | 2008                                 
|Dividend yield                  |  | None                                 
|Expected
      volatility range |  | 0.458 to
      0.593                 
|Risk-free interest rate range   |  | 2.13% to 4.97%                       
|Expected
      term             |  | 6 - 12
      mos                     

The expected
volatility range is based on historical volatilities of our stock, because
traded options on Geron stock do not correspond to option terms or the
underlying stock trading volume. The risk-free interest rate is based on the
U.S. Zero Coupon Treasury Strip Yields for the expected term in effect on the
date of grant. The expected term of options is derived from actual historical
exercise data and represents the period of time that options granted are
expected to be outstanding. The expected term of employees purchase rights is
equal to the purchase period. Dividend yield is based on historical cash
dividend payments, which have been none to date. We grant options under our
equity plans to employees, non-employee directors and consultants, which
generally vest over four years.

8

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Geron
CorporationNotes to Condensed
Consolidated Financial StatementsSeptember 30, 2008(Unaudited)

As
stock-based compensation expense recognized in the condensed consolidated
statements of operations for the three and nine months ended September 30, 2008
and 2007 is based on awards ultimately expected to vest, it has been reduced for
estimated forfeitures but, at a minimum, reflects the grant-date fair value of
those awards that actually vested in the period. SFAS 123R requires forfeitures
to be estimated at the time of grant and revised, if necessary, in subsequent
periods if actual forfeitures differ from those estimates. Forfeitures were
estimated based on historical experience.

Restricted Stock Awards

The
stock-based compensation expense related to restricted stock awards is
determined using the fair value of Geron common stock on the date of grant and
reduced for estimated forfeitures as applicable. The fair value is amortized as
compensation expense over the service period of the award on a straight-line
basis.

We continue
to apply the provisions of EITF Issue No. 96-18, Accounting for Equity
Instruments that are Issued to Other than Employees for Acquiring, or in
Conjunction with Selling, Goods or Services, (Issue 96-18) for our non-employee
stock-based awards. Under Issue 96-18, the measurement date at which the fair
value of the stock-based award is measured is equal to the earlier of 1) the
date at which a commitment for performance by the counterparty to earn the
equity instrument is reached or 2) the date at which the counterpartys
performance is complete. We recognize stock-based compensation expense for the
fair value of the vested portion of non-employee awards in our condensed
consolidated statements of operations.

Comprehensive Loss

Comprehensive loss is comprised of net loss and other comprehensive loss.
Other comprehensive loss includes certain changes in stockholders' equity which
are excluded from net loss. The activity in comprehensive loss during the three
and nine months ended September 30, 2008 and 2007 are as follows:

|                                                                |  | Three Months Ended |         | Nine Months Ended
|--------------------------------------------------------------- |  | ------------------ | ------- | -----------------
|                                                                |  | September 30,      |         | September 30,    
|                                                                |  | 2008               |         | 2007             
|                                                                |  | (In thousands)    
|Net loss                                                        |  | $                  | (17,151 | )                
|Change in
      unrealized gain (loss) on securities available- |  |                    |         |                  
|for-sale and marketable equity securities                       |  |                    | 44      |                  
|Change in foreign currency translation adjustments              |  |                    | (3      | )                
|Comprehensive
      loss                                        |  | $                  | (17,110 | )                

The components of accumulated other
comprehensive (loss) income are as follows:

|                                                                        |  | September 30, 2008 |      | December 31, 2007
|----------------------------------------------------------------------- |  | ------------------ | ---- | -----------------
|                                                                        |  | (In thousands)    
|Net unrealized holding gains on available-for-sale securities
      and |  |                    |      |                  
|marketable equity investments                                           |  | $                  | 99   |                  
|Foreign currency
      translation adjustments                          |  |                    | (167 | )                
|                                                                        |  | $                  | (68  | )                

Recent Accounting Pronouncements

In May 2008,
the Financial Accounting Standards Board (FASB) issued Statement of Financial
Accounting Standards No. 162, The Hierarchy of Generally Accepted Accounting
Principles (SFAS 162). SFAS 162 is effective 60 days following the SECs
approval of the Public Company Accounting Oversight Board Auditing amendments to
AU Section, 411 The Meaning of Present Fairly
in Conformity with Generally Accepted Accounting Principles.SFAS 162 is intended to improve financial reporting by
identifying a consistent hierarchy for selecting accounting principles to be
used in preparing financial statements that are presented in conformity with
U.S. generally accepted accounting principles (GAAP). We have not completed our
evaluation of the effects, if any, that SFAS 162 may have on our consolidated
financial position, results of operations and cash flows.

9

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Geron CorporationNotes to Condensed Consolidated
Financial Statements September 30, 2008 (Unaudited)

In June
2008, the FASB issued Staff Position (FSP) Emerging Issue Task Force (EITF)
Issue No. 03-6-1, Determining Whether Instruments Granted in Share-Based
Payment Transactions Are Participating Securities (FSP EITF 03-6-1). FSP EITF
03-6-1 provides that unvested share-based payment awards that contain
non-forfeitable rights to dividends or dividend equivalents (whether paid or
unpaid) are participating securities and shall be included in the computation of
earnings per share pursuant to the two-class method. FSP EITF 03-6-1 is
effective for fiscal years beginning after December 15, 2008, and interim
periods within those years. Upon adoption, a company is required to
retrospectively adjust its earnings per share data (including any amounts
related to interim periods, summaries of earnings and selected financial data)
to conform to the provisions of FSP EITF 03-6-1. We are currently evaluating the
impact of FSP EITF 03-6-1 on our consolidated results of operations.

In June
2008, the FASB ratified the consensus reached on EITF Issue No. 07-5,
Determining Whether an Instrument (or an Embedded Feature) is Indexed to an
Entity's Own Stock, (Issue 07-5). This Issue provides guidance for determining
whether an equity-linked financial instrument (or embedded feature) is indexed
to an entitys own stock. Issue 07-5 applies to any freestanding financial
instrument or embedded feature that has all the characteristics of a derivative
under paragraphs 69 of Statement of Financial Accounting Standards No. 133,
Accounting for Derivative Instruments and Hedging Activities (SFAS 133), for
purposes of determining whether that instrument or embedded feature qualifies
for the first part of the scope exception under paragraph 11(a) of SFAS 133.
Issue 07-5 also applies to any freestanding financial instrument that is
potentially settled in an entitys own stock, regardless of whether the
instrument has all the characteristics of a derivative under paragraphs 69 of
SFAS 133, for purposes of determining whether the instrument is within the scope
of EITF Issue 00-19, Accounting for Derivative Financial Instruments Indexed
to, and Potentially Settled in, a Companys Own Stock (Issue 00-19), which
provides accounting guidance for instruments that are indexed to, and
potentially settled in, the issuers own stock. Issue 07-5 is effective for
fiscal years beginning after December 15, 2008. Early application is not
permitted by entities that have previously adopted an alternative accounting
policy. We are currently evaluating the requirements of Issue 07-5 and have not
yet determined its effect, if any, on our consolidated financial statements.

2. FAIR VALUE
MEASUREMENTS

Statement of
Financial Accounting Standards No. 157, Fair Value Measurements, (SFAS 157),
defines fair value as the price that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between market
participants at the measurement date, or an exit price. A liabilitys fair value
is defined as the amount that would be paid to transfer the liability to a new
obligor, not the amount that would be paid to settle the liability with the
creditor. Where available, fair value is based on observable market prices or
parameters or derived from such prices or parameters. Where observable prices or
inputs are not available, valuation models are applied. These valuation
techniques involve some level of management estimation and judgment, the degree
of which is dependent on the price transparency for the instruments or market
and the instruments complexity.

Beginning
January 1, 2008, assets and liabilities recorded at fair value in the condensed
consolidated balance sheet are categorized based upon the level of judgment
associated with inputs used to measure their value. SFAS 157 defines a
three-level valuation hierarchy for disclosure of fair value measurements as
follows:

10

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Geron CorporationNotes to Condensed Consolidated
Financial Statements September 30, 2008 (Unaudited)

Level 1 
Inputs are unadjusted, quoted prices in active markets for identical assets or
liabilities at the measurement date.

Level 2 
Inputs (other than quoted market prices included in Level 1) are either directly
or indirectly observable for the asset or liability through correlation with
market data at the measurement date and for the duration of the instruments
anticipated life.

Level 3 
Inputs reflect managements best estimate of what market participants would use
in pricing the asset or liability at the measurement date. Consideration is
given to the risk inherent in the valuation technique and the risk inherent in
the inputs to the model.

A financial
instruments categorization within the valuation hierarchy is based upon the
lowest level of input that is significant to the fair value measurement.
Following is a description of the valuation methodologies used for instruments
measured at fair value on our condensed consolidated balance sheet, including
the general classification of such instruments pursuant to the valuation
hierarchy.

Marketable Debt Securities
Available-for-Sale

Where quoted
prices are available in an active market, securities are classified as Level 1
of the valuation hierarchy. Level 1 securities include highly liquid government
and agency securities and money market funds. If quoted market prices are not
available for the specific security, then fair values are estimated by using
pricing models, quoted prices of securities with similar characteristics or
discounted cash flows. Examples of such Level 2 instruments include corporate
notes, asset-backed securities and commercial paper.

Equity Investments in Licensees

Where quoted
prices are available in an active market, securities are classified as Level 1
of the valuation hierarchy. Level 1 securities include publicly traded equities.
Equity investments accounted for under the equity method of accounting or equity
securities in non-marketable companies are not measured at fair value which
excludes them from SFAS 157.

Derivatives

Warrants to
purchase common stock and non-employee options are normally traded less
actively, have trade activity that is one way, and/or traded in less-developed
markets and are therefore valued based upon models with significant unobservable
market parameters, resulting in Level 3 classification of the valuation
hierarchy.

The fair
value of derivatives has been calculated at each reporting date using the Black
Scholes option-pricing model with the following assumptions:

|                                |  | September 30, 2008   |  | December 31, 2007   
|------------------------------- |  | -------------------- |  | --------------------
|Dividend yield                  |  | None                 |  | None                
|Expected
      volatility range |  | 0.571 to
      0.733 |  | 0.435 to
      0.763
|Risk-free interest rate range   |  | 2.00% to 3.38%       |  | 3.06% to 3.73%      
|Expected
      term             |  | 2 yrs to 7
      yrs |  | 2 yrs to 7
      yrs

Expected
volatilities are based on historical volatilities of our stock since traded
options on Geron stock do not correspond to derivatives terms and trading
volume of Geron options is limited. The expected term of derivatives is equal to
the remaining contractual term of the instrument. The risk-free interest rate is
based on the U.S. Zero Coupon Treasury Strip Yields for the expected term in
effect on the reporting date. Dividend yield is based on historical cash
dividend payments, which have been none to date.

11

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Geron CorporationNotes to Condensed Consolidated
Financial Statements September 30, 2008 (Unaudited)

Fair Value on a Recurring Basis

Assets and
liabilities measured at fair value on a recurring basis are categorized in the
table below based upon the lowest level of significant input to the fair value measurements
as of September 30, 2008.

|                                          |  | Fair Value Measurements at Reporting
      Date Using
|----------------------------------------- |  | -----------------------------------------------------
|                                          |  |                                                      
|                                          |  | Quoted Prices in                                     
|                                          |  | Active Markets for                                   
|                                          |  | Identical Assets                                     
|(In
      thousands)                      |  | Level 1                                              
|Assets                                    |  |                                                      
|Money market
      funds (1)              |  | $                                                    
|Government agency securities (2)          |  |                                                      
|Commercial paper
      (2)                |  |                                                      
|Corporate notes (2)                       |  |                                                      
|Equity
      investments in licensees (3) |  |                                                      
|Total                                     |  | $                                                    
|                                         
|Liabilities                               |  |                                                      
|Derivatives
      (4)                     |  | $                                                    

|(1) |  | Included in cash and
      cash equivalents on our condensed consolidated balance sheet.  
|--- |  | ------------------------------------------------------------------------------------------
|   
|(2) |  | Included in marketable
      securities on our condensed consolidated balance sheet.      
|   
|(3) |  | Included in deposits
      and other assets on our condensed consolidated balance sheet.  
|   
|(4) |  | Included in fair value
      of derivatives on our condensed consolidated balance
  sheet.

Changes in Level 3 Recurring Fair Value
Measurements

The table
below includes a rollforward of the balance sheet amounts for the three and nine
months ended September 30, 2008 (including the change in fair value), for
financial instruments classified as Level 3. When a determination is made to
classify a financial instrument within Level 3, the determination is based upon
the significance of the unobservable parameters to the overall fair value
measurement.However, Level 3 financial
instruments typically include, in addition to the unobservable components,
observable components (that is, components that are actively quoted and can be
validated to external sources). Accordingly, the gains and losses in the table
below include changes in fair value due in part to observable factors that are
part of the methodology.

|                       |  | Fair Value Measurements Using Significant Unobservable Inputs
      (Level 3)
|---------------------- |  | -----------------------------------------------------------------------------
|                       |  | Three Months Ended September 30,
      2008                                  
|                       |  |                                                                              
|                       |  |                                                                              
|                       |  |                                                                              
|                       |  |                                                                              
|                       |  |                                                                              
|                       |  | Fair Value at                                                                
|                       |  | June 30,                                                                     
|(In thousands)         |  | 2008                                                                         
|Derivative liabilities |  | $                                                                            

12

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Geron CorporationNotes to Condensed Consolidated
Financial Statements September 30, 2008 (Unaudited)

|                       |  | Fair Value Measurements Using Significant Unobservable Inputs
      (Level 3)
|---------------------- |  | -----------------------------------------------------------------------------
|                       |  | Nine Months Ended September 30,
      2008                                   
|                       |  |                                                                              
|                       |  |                                                                              
|                       |  |                                                                              
|                       |  |                                                                              
|                       |  |                                                                              
|                       |  | Fair Value at                                                                
|                       |  | December 31,                                                                 
|(In thousands)         |  | 2007                                                                         
|Derivative liabilities |  | $                                                                            

|(1) |  | Reported as unrealized
      (loss) gain on derivatives on our condensed consolidated statements of
      operations.
|--- |  | ---------------------------------------------------------------------------------------------------------------------

3. JOINT VENTURE AND RELATED PARTY
TRANSACTIONS

Start Licensing and ViaGen, Inc.

In April
2005, Geron and Exeter Life Sciences, Inc. (Exeter) established Start Licensing,
Inc. (Start), a joint venture to manage and license a broad portfolio of
intellectual property rights related to animal reproductive technologies. We and
Exeter owned 49.9% and 50.1% of Start, respectively. In connection with the
establishment of Start, we granted a worldwide, exclusive, non-transferable
license to our patent rights to nuclear transfer technology for use in animal
cloning, with the right to sublicense such patent rights. These patent rights
include patents originally licensed from the Roslin Institute in Edinburgh,
Scotland in conjunction with Gerons 1999 acquisition of Roslin BioMed, as well
as patents covering technology arising from subsequent animal cloning work that
we funded at the Roslin Institute. Since there was no net book value associated
with the patent rights at the execution of the joint venture, no initial value
was recognized for our investment in Start. We did not apply the equity method
of accounting since our proportionate share of net losses in Start exceeded our
original carrying value of the equity investment.

On August 8,
2008, Geron and Exeter entered into Contribution Agreements whereby we and
Exeter exchanged our equity interests in Start for equity interests in ViaGen,
Inc. (ViaGen). As a result of the exchange, Start became a wholly-owned
subsidiary of ViaGen. Ownership of ViaGen immediately following the transaction
and at September 30, 2008 was as follows: Exeter  69%; Geron  27%; and
Smithfield Foods  4%. Since no value had been recorded for our equity
investment in Start, the same zero carrying value has been applied to our equity
investment in ViaGen. Gerons share of equity method losses from Start that were
not recognized during the period the equity method was suspended has been
carried over to the equity investment in ViaGen.

On September
4, 2008, Geron provided a $1,500,000 loan to ViaGen. The loan bears an interest
rate of 6% per annum and is convertible into ViaGen equity at Gerons option at
the then current market value. If not converted, the principal amount of the
loan plus any accrued interest is due in cash on December 31, 2009. The loan
provided is reflected within deposits and other assets on our condensed
consolidated balance sheet as of September 30, 2008.

In
accordance with the equity method of accounting, we increase (decrease) the
carrying value of our equity investment in ViaGen by our proportionate share of
ViaGens earnings (losses). If equity method losses exceed the carrying value of
the investment, losses are then applied against any advances to ViaGen,
including any commitments to provide financial support until those amounts are
reduced to zero. The equity method of accounting shall then be suspended until
income is subsequently reported. When income is reported, Gerons proportionate
share of income shall first be applied to recognize the equity method losses
accumulated during the time the equity method was suspended and then to restore
the adjusted basis of the loan.

13

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Geron CorporationNotes to Condensed Consolidated
Financial Statements September 30, 2008 (Unaudited)

As of
September 30, 2008, we adjusted the basis of our loan to ViaGen to recognize
$229,000 for our proportionate share of ViaGens operating losses during the
2008 third quarter. Our share of losses is recorded in the condensed
consolidated statements of operations under loss recognized under equity method
investment.

TA Therapeutics, Ltd.

In March
2005, we and the Biotechnology Research Corporation (BRC), a subsidiary of Hong
Kong University of Science and Technology, established a joint venture company
in Hong Kong called TA Therapeutics, Ltd. (TAT). TAT conducts research and was
established to commercially develop products that utilize telomerase activator
drugs to restore the regenerative and functional capacity of cells in various
organ systems that have been impacted by senescence, injury or chronic disease.
On June 15, 2007, we and BRC entered into an agreement to restructure the TAT
joint venture. Under the amended agreements, we direct the pre-clinical and drug
development activities, own a 75% voting interest and exercise control over the
company. Upon any winding up of TAT, all intellectual property of TAT is
assigned to us and BRC is entitled to royalties on sales of future products
developed from TATs efforts up to a fixed amount based on BRCs cash
contributions. Upon a winding up of TAT, if the assets available for
distribution, other than the intellectual property, are insufficient to repay
the whole of the paid-up capital, such assets shall be distributed so that the
losses shall be borne by the shareholders in proportion to the cash contributed
by both parties.

As a result
of our obtaining control over TAT, we have included the results of TAT in our
condensed consolidated financial statements beginning June 16, 2007. Based on
consideration of the relevant rights described above, we have determined that
BRCs 25% equity interest in TAT is not substantive. The amended arrangement
represents, in substance, a research and development arrangement between us and
BRC. Therefore, this arrangement is being accounted for as a research and
development arrangement. Contributions from BRC represent its share of funding
for future research and development activities that will be performed
principally by BRC and partly by us. Accordingly, BRCs net contributions have
been recorded as an advance payment for research and development on our
condensed consolidated balance sheet. The advance payment from BRC has been
recognized as either reduction of research and development expenses or revenues
from collaborative agreements depending upon who performs the related research
and development activity. The advance payment from BRC has been recorded as a
reduction of research and development expenses in our condensed consolidated
statements of operations in the period when BRC performs the underlying research
activity on behalf of TAT. The advance payment from BRC has been recognized as
revenues from collaborative agreements in our condensed consolidated statements
of operations in the period when we perform research activity on behalf of TAT
and the source of funds has not been derived from our cash contributions to TAT.
Amounts recognized in our condensed consolidated statements of operations will
be based on proportional performance over the period of planned research
activity, which is expected to be 12 months. For the three and nine months ended
September 30, 2008, we incurred related party research and development costs of
$184,000 and $502,000, respectively, compared to $70,000 and $569,000, for the
comparable 2007 periods. For the three and nine months ended September 30, 2008,
we earned related party revenue of $20,000 and $79,000, respectively, compared
to none and $448,000, for the comparable 2007 periods. As of September 30, 2008
and December 31, 2007, the net balance of the advance payment from BRC was
$738,000 and $1,727,000, respectively.

4. STOCKHOLDERS EQUITY

On August
14, 2008, we issued 226,062 shares of our common stock to MPI Research, Inc.
(MPI) in a private placement as advance consideration under Amendment No. 3 to a
Master Agreement pursuant to which MPI has provided and will continue to provide
certain preclinical services in support of our programs. The total fair value of
the common stock was $1,038,000, which has been recorded as a prepaid asset and
is being amortized to research and development expense on a pro-rata basis as
services are performed. As of September 30, 2008, $361,000 remained as a prepaid
asset which is expected to be expensed over the next three months.

14

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Geron CorporationNotes to Condensed Consolidated
Financial Statements September 30, 2008 (Unaudited)

5. SEGMENT INFORMATION

Statement of
Financial Accounting Standards No. 131, Disclosures about Segments of an
Enterprise and Related Information, (SFAS 131) establishes standards for
reporting information regarding operating segments in annual financial
statements and requires selected information for those segments to be presented
in interim financial reports issued to stockholders. SFAS 131 also establishes
standards for related disclosures about products and services and geographic
areas. Operating segments are identified as components of an enterprise about
which separate discrete financial information is available for evaluation by the
chief operating decision maker, or decision making group, in making decisions
how to allocate resources and assess performance. Our executive management team
represents our chief decision maker, as defined under SFAS 131. To date, we have
viewed our operations as principally one segment, the discovery and development
of therapeutic and diagnostic products for oncology and human embryonic stem
cell therapies. As a result, the financial information disclosed herein
materially represents all of the financial information related to our principal
operating segment.

6. CONDENSED CONSOLIDATED STATEMENTS OF
CASH FLOWS DATA

Supplemental schedule of non-cash
operating, investing and financing activities:

|                                                                           |  | Nine Months Ended
|-------------------------------------------------------------------------- |  | -----------------
|                                                                           |  | September 30,    
|(In
      Thousands)                                                       |  | 2008             
|                                                                           |  | (Unaudited)      
|Supplemental Operating Activities:                                         |  |                  
|Net unrealized loss on equity investments in licensees                     |  | $                
|Cash in transit from options                                               |  |                  
|Reclassification between derivative
      liabilities and equity           |  |                  
|Shares issued for 401(k) matching contribution and
      performance bonus |  |                  
|Shares or warrants issued in exchange for
      services                   |  |                  
|Supplemental Investing Activities:                                         |  |                  
|Net unrealized (loss) gain on marketable
      securities                  |  |                  
|Supplemental Financing Activities:                                         |  |                  
|Deemed dividend                                                            |  |                  

7. SUBSEQUENT EVENT

On October
8, 2008, as a seventh installment payment due to Lonza Walkersville, Inc.
(Lonza) under the first project order to a services agreement pursuant to which
Lonza is manufacturing certain products for us intended for therapeutic use in
humans, we issued to Lonza 255,754 shares of our common stock, pursuant to a
Common Stock Purchase Agreement dated as of October 3, 2008. The total fair
value of the common stock was $1,000,000, which has been recorded as a prepaid
asset and is being amortized to research and development expense on a pro-rata
basis as services are performed over the next six months.

15

---

ITEM 2. MANAGEMENTS DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTSOF OPERATIONS

OVERVIEW

This Form
10-Q contains forward-looking statements that involve risks and uncertainties.
We use words such as anticipate, believe, plan, expect, future,
intend and similar expressions to identify forward-looking statements. These
statements appear throughout the Form 10-Q and are statements regarding our
intent, belief, or current expectations, primarily with respect to our
operations and related industry developments. You should not place undue
reliance on these forward-looking statements, which apply only as of the date of
this Form 10-Q. Our actual results could differ materially from those
anticipated in these forward-looking statements for many reasons, including the
risks faced by us and described in Part I, Item 1A, entitled Risk Factors in
the Companys Annual Report on Form 10-K for the fiscal year ended December 31,
2007, and elsewhere in this Form 10-Q.

The
following discussion should be read in conjunction with the unaudited condensed
consolidated financial statements and notes thereto included in Part I, Item 1
of this Quarterly Report on Form 10-Q and with Managements Discussion and
Analysis of Financial Condition and Results of Operations contained in the
Companys Annual Report on Form 10-K for the fiscal year ended December 31,
2007.

Geron is a
Menlo Park, California-based biopharmaceutical company that is developing
first-in-class therapeutic products for the treatment of cancer and chronic
degenerative diseases, including spinal cord injury, heart failure and diabetes.
The products are based on our core expertise in telomerase and human embryonic
stem cells.

Our results
of operations have fluctuated from period to period and may continue to
fluctuate in the future, as well as the progress of our research and development
efforts and variations in the level of expenses related to developmental efforts
during any given period. Results of operations for any period may be unrelated
to results of operations for any other period. In addition, historical results
should not be viewed as indicative of future operating results. We are subject
to risks common to companies in our industry and at our stage of development,
including risks inherent in our research and development efforts, reliance upon
our collaborative partners, enforcement of our patent and proprietary rights,
need for future capital, potential competition and uncertainty of clinical trial
results or regulatory approvals or clearances. In order for a product to be
commercialized based on our research, we and our collaborators must conduct
preclinical tests and clinical trials, demonstrate the efficacy and safety of
our product candidates, obtain regulatory approvals or clearances and enter into
manufacturing, distribution and marketing arrangements, as well as obtain market
acceptance. We do not expect to receive revenues or royalties based on
therapeutic products for a period of years, if at all.

CRITICAL ACCOUNTING POLICIES AND
ESTIMATES

Our
condensed consolidated financial statements have been prepared in accordance
with U.S. generally accepted accounting principles. The preparation of these
financial statements requires management to make estimates and assumptions that
affect the reported amounts of assets, liabilities, revenues and expenses. Note
1 of Notes to Condensed Consolidated Financial Statements describes the
significant accounting policies used in the preparation of the condensed
consolidated financial statements.

Estimates
and assumptions about future events and their effects cannot be determined with
certainty. We base our estimates on historical experience and on various other
assumptions believed to be applicable and reasonable under the circumstances.
These estimates may change as new events occur, as additional information is
obtained and as our operating environment changes. These changes have
historically been minor and have been included in the condensed consolidated
financial statements as soon as they became known. Based on a critical
assessment of our accounting policies and the underlying judgments and
uncertainties affecting the application of those policies, management believes
that our condensed consolidated financial statements are fairly stated in
accordance with accounting principles generally accepted in the United States,
and present a meaningful presentation of our financial condition and results of
operations.

16

---

Other than
the adoption of SFAS 157 as discussed below, we believe that there have been no
significant changes in our critical accounting policies and estimates during the
nine months ended September 30, 2008 as compared to the critical accounting
policies and estimates disclosed in our Annual Report on Form 10-K for the year
ended December 31, 2007.

Fair Value of Financial
Instruments

In September
2006, the Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards No. 157, Fair Value Measurements, (SFAS 157),
which defines fair value, establishes guidelines for measuring fair value and
expands disclosures regarding fair value measurements. SFAS 157 does not require
any new fair value measurements but rather eliminates inconsistencies in
guidance found in various prior accounting pronouncements and is effective for
fiscal years beginning after November 15, 2007.

Beginning
January 1, 2008, assets and liabilities recorded at fair value in our condensed
consolidated balance sheet are categorized based upon the level of judgment
associated with inputs used to measure their fair value. SFAS 157 defines a
three-level valuation hierarchy for disclosure of fair value measurements as
follows:

Level 1 
Inputs are unadjusted, quoted prices in active markets for identical assets or
liabilities at the measurement date.

Level 2 
Inputs (other than quoted market prices included in Level 1) are either directly
or indirectly observable for the asset or liability through correlation with
market data at the measurement date and for the duration of the instruments
anticipated life.

Level 3 
Inputs reflect managements best estimate of what market participants would use
in pricing the asset or liability at the measurement date. Consideration is
given to the risk inherent in the valuation technique and the risk inherent in
the inputs to the model.

We classify
inputs to derive fair values for marketable debt securities available-for-sale
and marketable equity investments in licensees as Level 1 and 2. Instruments
classified as Level 1 include highly liquid government and agency securities,
money market funds and publicly traded equity securities in active markets.
Instruments classified as Level 2 include corporate notes, asset-backed
securities and commercial paper.

We classify inputs to calculate fair
value of derivatives as Level 3 which includes warrants and non-employee options
classified as liabilities under Issue 00-19. The fair value for these
instruments is calculated using the Black Scholes option-pricing model. The
models inputs reflect assumptions that market participants would use in pricing
the instrument in a current period transaction. Inputs to the model include
stock volatility, dividend yields, expected term of the derivatives and
risk-free interest rates. Expected volatilities are based on historical
volatilities of our stock since traded options on Geron stock do not correspond
to derivatives terms and trading volume of options is limited. The expected
term of the derivatives is equal to the remaining contractual term of the
instrument. The risk-free interest rate is based on the U.S. Zero Coupon
Treasury Strip Yields for the expected term in effect on the reporting date.
Changes to the models inputs are not changes to valuation methodologies, but
instead reflect direct or indirect impacts from changes in market conditions.
Accordingly, results from the valuation model in one period may not be
indicative of future period measurements.

For a
further discussion regarding fair value measurements, see Note 2, Fair Value
Measurements, of Notes to Condensed Consolidated Financial
Statements.

17

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RESULTS OF OPERATIONS

Revenues

We
recognized revenues from collaborative agreements of $74,000 and $240,000 for
the three and nine months ended September 30, 2008, respectively, compared to
none and $597,000 for the comparable 2007 periods. Revenues for 2008 and 2007
primarily reflect related party reimbursements we received from our joint venture
in Hong Kong, TA Therapeutics, Ltd. (TAT), for scientific research services and
revenue recognized under our collaboration with Corning Life Sciences. Since
June 16, 2007, we have been consolidating TATs results of operations and have
eliminated any related party revenue when the source of funds has been derived
from our contributions to the related party.

We have
entered into license and option agreements with companies involved in oncology,
diagnostics, research tools, agriculture and biologics production. In each of
these agreements, we have granted certain rights to our technologies. In
connection with the agreements, we are entitled to receive license fees, option
fees, milestone payments and royalties on future sales, or any combination
thereof. We recognized license fee revenues of $267,000 and $1.9
millionfor
the three and nine months ended September 30, 2008, respectively, compared to
$1.1 million and $2.2 million for the comparable 2007 periods related to our
various agreements. In 2008, license fee revenues primarily reflected
recognition of a $1.5 million milestone payment in connection with our joint
venture agreement with Exeter Life Sciences, Inc. as a result of the final Risk
Assessment released by the U.S. Food and Drug Administration addressing food
products made from cloned animals or their progeny. In 2007, license fee
revenues primarily reflected recognition of revenues from the Merck license
agreement. We expect to recognize revenues of $59,000 for the remainder of 2008,
$27,000 in 2009, $27,000 in 2010, $25,000 in 2011 and none thereafter related to
our existing deferred revenue. Current revenues may not be predictive of future
revenues.

We received
royalties of $26,000 and $78,000 for the three and nine months ended September
30, 2008, respectively, compared to $15,000 and $165,000 for the comparable 2007
periods on product sales of telomerase detection and telomere measurement kits
to the research-use-only market, cell-based research products and agricultural
products. License and royalty revenues are dependent upon additional agreements
being signed and future product sales.

Research and Development
Expenses

Research and
development expenses were $14.2 million and $39.4 million for the three and nine
months ended September 30, 2008, respectively, compared to $12.3 million and
$39.6 million for the comparable 2007 periods. The increase in research and
development expenses for the 2008 third quarter compared to the 2007 third
quarter was primarily the result of timing of purchases of $2.1 million of
GRN163L drug product for clinical trials. The decrease for the 2008 nine month
period compared to the 2007 nine month period
was primarily the net result of reduced consulting expenses of $2.6 million
offset by increased personnel-related expense of $2.5 million due to increased
regulatory and product development headcount. Overall, we expect research and
development expenses to increase in the next year as we incur expenses related
to clinical trials for GRN163L and GRNVAC1 and continued development of our
human embryonic stem cell (hESC) programs.

Our research
and development activities have arisen from our two major technology platforms,
telomerase and hESCs. The oncology programs focus on treating or diagnosing
cancer by targeting or detecting the presence of telomerase, either inhibiting
activity of the telomerase enzyme, diagnosing cancer by detecting the presence
of telomerase, or using telomerase as a target for therapeutic vaccines. Our
core knowledge base in telomerase and telomere biology supports all these
approaches, and our scientists may contribute to any or all of these programs in
a given period. We have initiated the following clinical trials for our
telomerase inhibitor drug, GRN163L: 1) Phase I/II trial in patients with chronic
lymphoproliferative disease; 2) Phase I trial in patients with solid tumor
malignancies; 3) Phase I trial in patients with advanced non-small cell lung
cancer when administered intravenously in combination with a standard
paclitaxel/carboplatin regimen; 4) Phase I trial in patients with multiple
myeloma; and 5) Phase I/II trial in patients with breast cancer when
administered intravenously in combination with a paclitaxel/bevacizumab regimen.
Preliminary data from these studies showed safety and tolerability of the drug
in low-dose cohorts as well as the expected pharmacokinetic properties after
multiple intravenous infusions of the drug. Taking the results from the Duke
University clinical studies in prostate cancer, hematologic malignancies and
renal cell carcinoma, we optimized the vaccine manufacturing process and
transferred it to a contract manufacturer. We are conducting a Phase II clinical
trial of our telomerase cancer vaccine (GRNVAC1) using the prime/boost scheme in
patients with acute myelogenous leukemia.

18

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Our hESC
therapy programs focus on treating injuries and degenerative diseases with cell
therapies based on cells derived from hESCs. A core knowledge of hESC biology,
as well as a significant continuing effort in deriving, growing, maintaining,
and differentiating hESCs, underlies all aspects of this group of programs. Many
of our researchers are allocated to more than one hESC project, and the
percentage allocations of time change as the resource needs of individual
programs vary. In our hESC therapy programs, we have concentrated our resources
on several specific cell types. We have developed proprietary methods to grow,
maintain and scale the culture of undifferentiated hESCs that use feeder
cell-free and serum-free media with chemically defined components. Moreover, we
have developed scalable processes to differentiate these cells into
therapeutically relevant cells, including cryopreserved formulations in order to
deliver these therapeutic cells on demand. We are now testing six different
hESC-derived therapeutic cell types in animal models. From these studies, we are
advancing development of two hESC-based therapeutics to clinical testing. We
received notice from the Food and Drug Administration (FDA) that our
Investigational New Drug (IND) application to initiate clinical testing of our
hESC-derived oligodendrocyte progenitor cells (GRNOPC1) for the treatment of
acute spinal cord injury has been placed on clinical hold.

Research and development expenses
allocated by program are as follows (in thousands):

|                     |  | Three Months Ended |        | Nine Months Ended
|-------------------- |  | ------------------ | ------ | -----------------
|                     |  | September 30,      |        | September 30,    
|                     |  | 2008               |        | 2007             
|                     |  | (Unaudited)       
|Oncology             |  | $                  | 8,781  |                  
|hESC
      Therapies |  |                    | 5,427  |                  
|Total                |  | $                  | 14,208 |                  

At this
time, we cannot provide reliable estimates of how much time or investment will
be necessary to commercialize products from the programs currently in progress.
Drug development in the U.S. is a process that includes multiple steps defined
by the FDA under applicable statutes, regulations and guidance documents. After
the preclinical research process of identifying, selecting and testing in
animals a potential pharmaceutical compound, the clinical development process
begins with the filing of an IND. An IND becomes effective within 30 days of
filing with the FDA unless the FDA imposes a clinical hold on the IND. In
addition, the FDA may, at any time, impose a clinical hold on ongoing clinical
trials. If the FDA imposes a clinical hold, clinical trials cannot commence or
recommence, as the case may be, without prior FDA authorization, and then only
under terms authorized by the FDA. Clinical development typically involves three
phases of study: Phase I, II and III. The most significant costs associated with
clinical development are incurred in Phase III trials, which tend to be the
longest and largest studies conducted during the drug development process. After
the completion of a successful preclinical and clinical development program, a
New Drug Application (NDA) or Biologics License Application (BLA) must be filed
with the FDA, which includes, among other things, very large amounts of
preclinical and clinical data and results and manufacturing-related information
necessary to support requested approval of the product. The NDA/BLA must be
reviewed and approved by the FDA.

According to
industry statistics, it generally takes 10 to 15 years to research, develop and
bring to market a new prescription medicine in the United States. In light of
the steps and complexities involved, the successful development of our potential
products is highly uncertain. Actual timelines and costs to develop and
commercialize a product are subject to enormous variability and are very
difficult to predict. In addition, various statutes and regulations also govern
or influence the manufacturing, safety reporting, labeling, storage, record
keeping and marketing of each product.

19

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The lengthy
process of seeking these regulatory reviews and approvals, and the subsequent
compliance with applicable statutes and regulations, require the expenditure of
substantial resources. Any failure by us to obtain, or any delay in obtaining,
regulatory approvals could materially adversely affect our business. In
responding to an NDA/BLA submission, the FDA may grant marketing approval, may
request additional information, may deny the application if it determines that
the application does not provide an adequate basis for approval, and may also
refuse to review an application that has been submitted if it determines that
the application does not provide an adequate basis for filing and review. We
cannot provide assurance that any approval required by the FDA will be obtained
on a timely basis, if at all.

For a more
complete discussion of the risks and uncertainties associated with completing
development of potential products, see the sub-section titled Delays in the
commencement of clinical testing of our current and potential product candidates
could result in increased costs to us and delay our ability to generate
revenues and Obtaining regulatory approvals to market our product candidates
in the United States and other countries is a costly and lengthy process and we
cannot predict whether or when we will be permitted to commercialize our product
candidates in Part II, Item 1A entitled Risk Factors and elsewhere in this
quarterly report.

General and Administrative
Expenses

General and
administrative expenses were $4.1 million and $12.2 million for the three and
nine months ended September 30, 2008, respectively, compared to $4.1 million and
$11.8 million for the comparable 2007 periods. General and administrative costs
have remained consistent period to period as a net result of reduced consulting
and accounting expenses offset by increased patent legal costs. We currently
anticipate general and administrative expenses to remain consistent with current
levels.

Unrealized Gain (Loss) on
Derivatives

Unrealized
gain (loss) on derivatives reflects a non-cash adjustment for changes in fair
value of warrants and options held by non-employees to purchase common stock
that are classified as current liabilities based upon the terms of the
instrument. Under Issue 00-19, derivatives classified as assets or liabilities
are marked to market at each financial reporting date with any resulting
unrealized gain (loss) recorded in the condensed consolidated statements of
operations. The derivatives continue to be reported as an asset or liability
until such time as the instruments are exercised or expire or are otherwise
modified to remove the provisions which require this treatment, at which time
the fair value of these instruments is updated and reclassified from assets or
liabilities to stockholders equity. We incurred an unrealized loss of $162,000
and an unrealized gain of $739,000 on derivatives for the three and nine months
ended September 30, 2008, respectively, compared to an unrealized loss of
$247,000 and an unrealized gain of $14.5 million for the comparable 2007
periods. The total unrealized gain on derivatives for 2008 reflects the
decreasing value of derivative liabilities currently on the condensed
consolidated balance sheet. The total unrealized gain on derivatives for 2007
primarily reflects the result of amendments executed in March 2007 to certain
warrant agreements to address the presumption under Issue 00-19 of net-cash
settlement in the event that registered shares are not available to settle the
warrants and the change in fair value for warrants held at December 2006.

Interest and Other
Income

Interest
income was $1.2 million and $4.5 million for the three and nine months ended
September 30, 2008, respectively, compared to $2.8 million and $8.4 million for
the comparable 2007 periods. The decrease in interest income for 2008 compared
to 2007 was primarily due to decreased interest rates and lower cash and
investment balances. Interest earned in future periods will depend on the size
of our securities portfolio and prevailing interest rates.

20

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Loss Recognized Under Equity Method
Investment

In August
2008, we exchanged our equity interest in the Start Licensing, Inc. joint
venture for equity interest in ViaGen, Inc. In September 2008, we provided a
loan of $1.5 million to ViaGen in connection with ViaGen acquiring a 44%
interest in an unrelated company that develops and markets large animal model
systems for research and development applications. The proceeds of the loan did
not fund prior ViaGen losses and represents additional financial support to
ViaGen. In accordance with the equity method of accounting, we recognized
$229,000 during the 2008 third quarter for our proportionate share of ViaGens
losses as an adjustment to the basis of the loan. Previously, we had suspended
the equity method of accounting for Start and ViaGen since our proportionate
share of net losses exceeded the value of our equity investment.

Interest and Other
Expense

Interest and
other expense was $23,000 and $71,000 for the three and nine months ended
September 30, 2008, respectively, compared to $24,000 and $78,000 for the
comparable 2007 periods. The decrease in interest and other expense for 2008
compared to 2007 was primarily due to decreased investment management charges as
a result of lower cash and investment balances.

Deemed Dividend on
Derivatives

In
conjunction with the warrant exercise in February 2007, we issued warrants to
purchase 1,125,000 shares of common stock, at a premium, exercisable from June
2007. The new warrants are substantially the same as the A Warrants issued in
the December 2006 financing. The aggregate fair value of $3.7 million for these
new instruments, as calculated using the Black Scholes option-pricing model, was
recognized as a deemed dividend in the condensed consolidated statements of
operations.

Net Loss Applicable to Common
Stockholders

Net loss
applicable to common stockholders was $17.2 million and $44.4 million for the
three and nine months ended September 30, 2008, respectively, compared to $12.8
million and $29.3 million for the comparable 2007 periods. Excluding the effect
of unrealized gain on derivatives, net loss increased in the third quarter of
2008 compared to the third quarter of 2007 as a result of decreased interest
income and revenues and increased operating expenses due to timing of drug
product purchases and manufacturing-related costs. Excluding the effect of
unrealized gain on derivatives and deemed dividend on derivatives, net loss
increased in 2008 compared to 2007 primarily as a result of decreased interest
income.

LIQUIDITY AND CAPITAL
RESOURCES

Cash,
restricted cash, cash equivalents and marketable securities at September 30,
2008 totaled $175.2 million compared to $208.4 million at December 31, 2007. We
have an investment policy to invest these funds in liquid, investment grade
securities, such as interest-bearing money market funds, U.S. government and
agency securities, corporate notes, commercial paper, asset-backed securities
and municipal securities. Our investment portfolio does not contain securities
with exposure to sub-prime mortgages, collateralized debt obligations or auction
rate securities and we have not to date recognized an other than temporary
impairment on our marketable securities. To date, we have not experienced lack of access to our invested
cash and cash equivalents; however, we cannot provide assurances
that access to our invested cash and cash equivalents will not be
impacted by adverse conditions in the financial markets. The decrease in cash, restricted cash,
cash equivalents and marketable securities in 2008 was due to use of cash for
operations.

Cash
Flows from Operating Activities.Net cash
used in operations was $30.6 million for the nine months ended September 30,
2008 compared to $23.2 million for the comparable 2007 period. The increase in
net cash used for operations in 2008 was primarily the result of payments to
Biotechnology Research Corporation, our joint venture partner in TA
Therapeutics, Ltd., for scientific research services, cash payments to vendors
for equipment purchases and general operations and use of the advance payment
for related party research and development.

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Cash
Flows from Investing Activities.Net cash
provided by investing activities was $6.8 million for the nine months ended
September 30, 2008, compared to net cash provided by investing activities of
$23.3 million for the comparable 2007 period. The decrease in net cash provided
by investing activities reflected reduced marketable securities maturities.

Since
inception through September 30, 2008, we have invested approximately
$21.2million in property and equipment, of which approximately $8.3 million
was financed through an equipment financing arrangement. As of September 30,
2008, no payments were due under our equipment financing facility. As of
September 30, 2008, we had approximately $500,000 available for borrowing under
our equipment financing facility. We intend to renew the commitment for a new
equipment financing facility in 2008 to further fund equipment purchases. If we
are unable to renew the commitment, we will use our cash resources for capital
expenditures.

Cash
Flows from Financing Activities.Net cash
used in financing activities for the nine months ended September 30, 2008 was
$342,000, compared to net cash provided by financing activities of $16.8 million
for the comparable 2007 period. During the second quarter of 2008, certain
restricted stock awards vested for employees, at which time payroll taxes were
assessed on the fair value of the vested awards. In accordance with our 2002
Equity Incentive Plan, we repurchased a portion of the vested stock from
employees at a fair value of $455,000 and provided the cash to the respective
tax authorities on behalf of the employees in order to satisfy their minimum tax
withholding requirements. In 2007, we received $15.0 million in proceeds from
the exercise of warrants issued to institutional investors in connection with a
financing in December 2006.

Contractual Obligations

As of
September 30, 2008, our contractual obligations for the next five years and
thereafter are as follows:

|                                         |  | Principal Payments Due by
      Period
|---------------------------------------- |  | --------------------------------------
|                                         |  |                                       
|Contractual Obligations
      (1)        |  | Total                                 
|                                         |  | (Amounts in thousands)                
|Equipment leases                         |  | $                                     
|Operating leases
      (2)               |  |                                       
|Research funding (3)                     |  |                                       
|Total
      contractual cash obligations |  | $                                     

|(1) |  | This table does not
      include any milestone payments under research collaborations or license
      agreements as the timing and likelihood of such payments are not known. In
      addition, this table does not include payments under our severance plan if
      there was a change in control of the Company or severance payments to key
      employees under involuntary termination.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | In March 2004, we
      issued 363,039 shares of our common stock to the lessor of our premises at
      200 and 230Constitution Drive in payment of our
      monthly rental obligation from February 1, 2004 through July 31, 2008. In
      March 2008, we issued 742,158 shares of our common stock to the lessor of
      our premises at 200 and 230 Constitution Drive in payment of our monthly
      rental obligation from August 1, 2008 through July 31, 2012. In May 2007,
      we issued 210,569 shares of our common stock to the lessor of our premises
      at 149 Commonwealth Drive in payment of our monthly rental obligation from
      May 1, 2007 through April 30, 2010. The fair value of the common stock
      issuances has been recorded as a prepaid asset and is being amortized to
      rent expense on a straight-line basis over the lease periods.
|   
|(3) |  | Research funding is
      comprised of sponsored research and license commitments at various
      laboratories around the world, including commitments of our majority-owned
      subsidiary, TAT.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

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We estimate
that our existing capital resources, interest income and equipment financing
facilities will be sufficient to fund our current level of operations through at
least December 2009. Changes in our research and development plans or other
changes affecting our operating expenses or cash balances may result in the
expenditure of available resources before such time, and in any event, we will
need to raise substantial additional capital to fund our operations in the
future. We intend to seek additional funding through strategic collaborations,
public or private equity financings, equipment loans or other financing sources
that may be available.

Off-Balance Sheet
Arrangements

None

ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The
following discussion about our market risk disclosures contains forward-looking
statements. Actual results could differ materially from those projected in the
forward-looking statements. We are exposed to market risk related to changes in
interest rates and foreign currency exchange rates. We do not use derivative
financial instruments for speculative or trading purposes.

Credit
Risk. We place our cash, restricted cash,
cash equivalents, and marketable securities with six financial institutions in
the United States. Deposits with banks may exceed the amount of
insurance provided on such deposits. While we monitor the cash balances in our operating accounts and
adjust the cash balances as appropriate, these cash balances
could be impacted if the underlying financial institutions
fail or could be subject to other adverse conditions in the
financial markets. To date, we have not experienced any loss
or lack of access to cash in our operating accounts or to our
cash equivalents and marketable securities in our investment portfolios. Financial instruments that potentially
subject us to concentrations of credit risk consist primarily of marketable
securities. Marketable securities consist of U.S. government agency securities,
commercial paper and corporate notes. Our investment policy, approved by our
Board of Directors, limits the amount we may invest in any one type of
investment issuer, thereby reducing credit risk concentrations.

Interest
Rate Sensitivity. The fair value of our cash
equivalents and marketable securities at September 30, 2008 was $173.3 million.
These investments include $120.8 million of cash and cash equivalents which are
due in less than 90 days and $52.5 million of short-term investments which are
due in less than one year.

Foreign
Currency Exchange Risk. Because we translate
foreign currencies into United States dollars for reporting purposes, currency
fluctuations can have an impact, though generally immaterial, on our results. We
believe that our exposure to currency exchange fluctuation risk is insignificant
primarily because our wholly-owned international subsidiary, Geron Bio-Med Ltd.,
satisfies its financial obligations almost exclusively in its local currency. As
of September 30, 2008, there was an immaterial currency exchange impact from our
intercompany transactions. As of September 30, 2008, we did not engage in
foreign currency hedging activities.

ITEM 4. CONTROLS AND
PROCEDURES

(a)
Evaluation of Disclosure Controls and
Procedures. The Securities and Exchange
Commission defines the term disclosure controls and procedures to mean a
companys controls and other procedures that are designed to ensure that
information required to be disclosed in the reports that it files or submits
under the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported, within the time periods specified in the Commissions rules and forms.
Our chief executive officer and our chief financial officer have concluded,
based on the evaluation of the effectiveness of our disclosure controls and
procedures by our management, with the participation of our chief executive
officer and our chief financial officer, as of the end of the period covered by
this report, that our disclosure controls and procedures were effective for this
purpose.

(b)
Changes in Internal Controls Over Financial
Reporting. There was no change in our
internal control over financial reporting for the three months ended September
30, 2008 that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.

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It should be
noted that any system of controls, however well designed and operated, can
provide only reasonable assurance, and not absolute assurance, that the
objectives of the system are met. In addition, the design of any control system
is based in part upon certain assumptions about the likelihood of future events.
Because of these and other inherent limitations of control systems, there can be
no assurance that any design will succeed in achieving its stated goals in all
future circumstances.

PART II. OTHER
INFORMATION

ITEM 1. LEGAL
PROCEEDINGS

None

ITEM 1A. RISK FACTORS

Our business
is subject to various risks, including those described below. You should
carefully consider these risk factors, together with all of the other
information included in this Form 10-Q. Any of these risks could materially
adversely affect our business, operating results and financial condition.

RISKS RELATED TO OUR
BUSINESS

Our business is at an early stage of
development.

Our business
is at an early stage of development, in that we do not yet have product
candidates in late-stage clinical trials or on the market. We have begun
clinical testing of our lead anti-cancer drug, GRN163L, in patients with chronic
lymphocytic leukemia, solid tumor malignancies, non-small cell lung cancer,
breast cancer and multiple myeloma. We have begun clinical testing of our
telomerase cancer vaccine, GRNVAC1, in patients with acute myelogenous leukemia.
We have no other product candidates in clinical testing. Our ability to develop
product candidates that progress to and through clinical trials is subject to
our ability to, among other things:

- succeed in our research and development
  efforts;
- select therapeutic compounds or cell
  therapies for development;
- obtain required regulatory approvals;
- manufacture product candidates; and
- collaborate successfully with clinical
  trial sites, academic institutions, physician investigators, clinical research
  organizations and other third parties.

Potential
lead drug compounds or other product candidates and technologies require
significant preclinical and clinical testing prior to regulatory approval in the
United States and other countries. Our product candidates may prove to have
undesirable and unintended side effects or other characteristics adversely
affecting their safety, efficacy or cost-effectiveness that could prevent or
limit their commercial use. In addition, our product candidates may not prove to
be more effective for treating disease or injury than current therapies.
Accordingly, we may have to delay or abandon efforts to research, develop or
obtain regulatory approvals to market our product candidates. In addition, we
will need to determine whether any of our potential products can be manufactured
in commercial quantities at an acceptable cost. Our research and development
efforts may not result in a product that can be approved by regulators or
marketed successfully. Physicians may not prescribe our products or patients or
third party payors may not accept such products. Competitors may have
proprietary rights which prevent us from marketing our products or sell similar,
superior or lower-cost products. Because of the significant scientific,
regulatory and commercial milestones that must be reached for any of our
development programs or product candidates to be successful, any program or
product candidate may be abandoned, even after we have expended significant
resources, such as our investments in telomerase technology, human embryonic
stem cells, GRN163L and GRNVAC1, which could adversely affect our business and
cause a sharp drop in our stock price.

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The science
and technology of telomere biology and telomerase, human embryonic stem cells
and nuclear transfer are relatively new. There is no precedent for the
successful commercialization of therapeutic product candidates based on our
technologies. These development programs are therefore particularly risky. In
addition, we, our licensees or our collaborators must undertake significant
research and development activities to develop product candidates based on our
technologies, which will require additional funding and may take years to
accomplish, if ever.

Restrictions on the use of human
embryonic stem cells, political commentary and the ethical and social
implications of research involving human embryonic stem cells could prevent us
from developing or gaining acceptance for commercially viable products based
upon such stem cells and adversely affect the market price of our common stock.

Some of our
most important programs involve the use of stem cells that are derived from
human embryos. The use of human embryonic stem cells gives rise to ethical and
social issues regarding the appropriate use of these cells. Our research related
to human embryonic stem cells may become the subject of adverse commentary or
publicity, which could significantly harm the market price for our common stock.

Some
political and religious groups have voiced opposition to our technology and
practices. We use stem cells derived from human embryos that have been created
forin vitrofertilization procedures but are no longer desired or suitable for that
use and are donated with appropriate informed consent for research use. Many
research institutions, including some of our scientific collaborators, have
adopted policies regarding the ethical use of human embryonic tissue. These
policies may have the effect of limiting the scope of research conducted using
human embryonic stem cells, thereby impairing our ability to conduct research in
this field.

In addition,
the United States government and its agencies are only providing limited funding
to research which involves the use of human embryonic tissue. President Bush
announced on August 9, 2001 that he would permit federal funding of research on
human embryonic stem cells using the limited number of embryonic stem cell lines
that had already been created, but relatively few federal grants have been made
so far. The Presidents Council on Bioethics monitors stem cell research, and
the guidelines and regulations it recommends may include restrictions on the
scope of research using human embryonic or fetal tissue. Certain states are
considering, or have in place, legislation relating to stem cell research,
including California whose voters approved Proposition 71 to provide state funds
for stem cell research in November 2004. It is not yet clear what, if any,
affect such state actions may have on our ability to commercialize stem cell
products. In the United Kingdom and other countries, the use of embryonic or
fetal tissue in research (including the derivation of human embryonic stem
cells) is regulated by the government, whether or not the research involves
government funding.

Government-imposed restrictions with respect to use of embryos or human
embryonic stem cells in research and development could have a material adverse
effect on us, including:

- harming our ability to establish critical partnerships and
  collaborations;
- delaying or preventing progress in our research and development; and
- causing a decrease in the price of our stock.

25

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RISKS RELATED TO OUR FINANCIAL
POSITION ANDNEED FOR ADDITIONAL
FINANCING

We have a history of losses and
anticipate future losses, and continued losses could impair our ability to
sustain operations.

We have
incurred operating losses every year since our operations began in 1990. As of
September 30, 2008, our accumulated deficit was approximately $489.3 million.
Losses have resulted principally from costs incurred in connection with our
research and development activities and from general and administrative costs
associated with our operations. We expect to incur additional operating losses
and, as our development efforts and clinical testing activities continue, our
operating losses may increase in size.

Substantially all of our revenues to date have been research support
payments under collaboration agreements and revenues from our licensing
arrangements. We may be unsuccessful in entering into any new corporate
collaboration or license agreement that results in revenues. We do not expect
that the revenues generated from these arrangements will be sufficient alone to
continue or expand our research or development activities and otherwise sustain
our operations.

While we
receive royalty revenue from licenses of diagnostic product candidates,
telomerase-immortalized cell lines and other licensing activities, we do not
currently expect to receive sufficient royalty revenues from these licenses to
sustain our operations. Our ability to continue or expand our research and
development activities and otherwise sustain our operations is dependent on our
ability, alone or with others, to, among other things, manufacture and market
therapeutic products.

We also
expect to experience negative cash flow for the foreseeable future as we fund
our operating losses and capital expenditures. This will result in decreases in
our working capital, total assets and stockholders equity, which may not be
offset by future financings. We will need to generate significant revenues to
achieve profitability. We may not be able to generate these revenues, and we may
never achieve profitability. Our failure to achieve profitability could
negatively impact the market price of our common stock. Even if we do become
profitable, we cannot assure you that we would be able to sustain or increase
profitability on a quarterly or annual basis.

We will need additional capital to
conduct our operations and develop our product candidates, and our ability to
obtain the necessary funding is uncertain.

We will
require substantial capital resources in order to conduct our operations and
develop our product candidates, and we cannot assure you that our existing
capital resources, interest income and equipment financing arrangement will be
sufficient to fund our current and planned operations. The timing and degree of
any future capital requirements will depend on many factors,
including:

- the
  accuracy of the assumptions underlying our estimates for our capital needs in
  2008 and beyond;
- the magnitude and scope of our research
  and development programs;
- the progress we make in our research and
  development programs, preclinical development and clinical trials;
- our ability to establish, enforce and
  maintain strategic arrangements for research, development, clinical testing,
  manufacturing and marketing;
- the number and type of product
  candidates that we pursue;
- the time and costs involved in obtaining
  regulatory approvals; and
- the costs involved in preparing, filing, prosecuting,
  maintaining, defending and enforcing patent claims.

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We do not
have any committed sources of capital. Additional financing through strategic
collaborations, public or private equity financings, capital lease transactions
or other financing sources may not be available on acceptable terms, or at all.
The receptivity of the public and private equity markets to proposed financings
is substantially affected by the general economic, market and political climate
and by other factors which are unpredictable and over which we have no control.
Additional equity financings, if we obtain them, could result in significant
dilution to stockholders. Further, in the event that additional funds are
obtained through arrangements with collaborative partners, these arrangements
may require us to relinquish rights to some of our technologies, product
candidates or proposed products that we would otherwise seek to develop and
commercialize ourselves. If sufficient capital is not available, we may be
required to delay, reduce the scope of or eliminate one or more of our programs,
any of which could have a material adverse effect on our business.

RISKS RELATED TO CLINICAL AND
COMMERCIALIZATION ACTIVITIES

Delays in the commencement of
clinical testing of our current and potential product candidates could result in
increased costs to us and delay our ability to generate
revenues.

The commencement of clinical trials
can be delayed for a variety of reasons, including delays in:

- demonstrating sufficient safety and efficacy to obtain regulatory
  approval to commence a clinical trial;
- reaching agreement on acceptable terms
  with our collaborators on all aspects of the clinical trial, including the
  contract research organizations and the trial sites;
- reaching agreement on acceptable terms
  with prospective contract research organizations and trial sites;
- manufacturing sufficient quantities or
  producing drug meeting our quality standards of a product
candidate;
- obtaining approval of an Investigational
  New Drug (IND) application or proposed trial design from the Food and Drug
  Administration (FDA); and
- obtaining institutional review board
  approval to conduct a clinical trial at a prospective site.

In addition, clinical trials may be
delayed due to insufficient patient enrollment, which is a function of many
factors, including the size and nature of the patient population, the nature of
the protocol, the proximity of patients to clinical sites, the availability of
effective treatments for the relevant disease, and the eligibility criteria for
the clinical trial.

We do not have experience as a
company conducting large-scale clinical trials, or in other areas required for
the successful commercialization and marketing of our product candidates.

Preliminary
results from clinical trials of GRN163L and GRNVAC1 may not be indicative of
successful outcomes in later stage trials. Negative or limited results from any
current or future clinical trials could delay or prevent further development of
our product candidates which would adversely affect our business.

We have no
experience as a company in conducting large-scale, late stage clinical trials,
and our experience with early-stage clinical trials with small numbers of
patients is limited. In part because of this limited experience, we cannot be
certain that planned clinical trials will begin or be completed on time, if at
all. Large-scale trials would require either additional financial and management
resources, or reliance on third-party clinical investigators, clinical research
organizations (CROs) or consultants. Relying on third-party clinical
investigators or CROs may force us to encounter delays that are outside of our
control. Any such delays could have a material adverse effect on our business.

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We also do
not currently have marketing and distribution capabilities for our product
candidates. Developing an internal sales and distribution capability would be an
expensive and time-consuming process. We may enter into agreements with third
parties that would be responsible for marketing and distribution. However, these
third parties may not be capable of successfully selling any of our product
candidates. The inability to commercialize and market our product candidates
could materially affect our business.

Obtaining regulatory approvals to
market our product candidates in the United States and other countries is a
costly and lengthy process and we cannot predict whether or when we will be
permitted to commercialize our product candidates.

Federal,
state and local governments in the United States and governments in other
countries have significant regulations in place that govern many of our
activities and may prevent us from creating commercially viable products from
our discoveries. The regulatory process, particularly for biopharmaceutical
product candidates like ours, is uncertain, can take many years and requires the
expenditure of substantial resources.

Our
potential product candidates will require extensive preclinical and clinical
testing prior to submission of any regulatory application for commercial sales.
In particular, human pharmaceutical therapeutic product candidates are subject
to rigorous requirements of the FDA in the United States and similar health
authorities in other countries in order to demonstrate safety and efficacy. Data
obtained from preclinical and clinical activities is susceptible to varying
interpretations that could delay, limit or prevent regulatory agency approvals.
In addition, delays or rejections may be encountered as a result of changes in
regulatory agency policy during the period of product development and/or the
period of review of any application for regulatory agency approval for a product
candidate.

Any product
candidate that we or our collaborators develop must receive all relevant
regulatory agency approvals before it may be marketed in the United States or
other countries. Obtaining regulatory approval is a lengthy, expensive and
uncertain process. Because certain of our product candidates involve the
application of new technologies or are based upon a new therapeutic approach,
they may be subject to substantial additional review by various government
regulatory authorities, and, as a result, the process of obtaining regulatory
approvals for them may proceed more slowly than for product candidates based
upon more conventional technologies.

Delays in obtaining regulatory
agency approvals could:

- significantly harm the marketing of any products that we or our
  collaborators develop;
- impose costly procedures upon our
  activities or the activities of our collaborators;
- diminish any competitive advantages that
  we or our collaborators may attain; or
- adversely affect our ability to receive
  royalties and generate revenues and profits.

Even if we
commit the necessary time and resources, the required regulatory agency
approvals may not be obtained for any product candidates developed by us or in
collaboration with us. If we obtain regulatory agency approval for a new
product, this approval may entail limitations on the indicated uses for which it
can be marketed that could limit the potential commercial use of the product.

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Failure to achieve continued
compliance with government regulation over approved products could delay or halt
commercialization of our products.

Approved
products and their manufacturers are subject to continual review, and discovery
of previously unknown problems with a product or its manufacturer may result in
restrictions on the product or manufacturer, including withdrawal of the product
from the market. The sale by us or our collaborators of any commercially viable
product will be subject to government regulation from several standpoints,
including the processes of:

- manufacturing;
- advertising and promoting;
- selling and marketing;
- labeling; and
- distribution.

If, and to the extent that, we are unable
to comply with these regulations, our ability to earn revenues will be
materially and negatively impacted.

Failure to
comply with regulatory requirements can result in severe civil and criminal
penalties, including but not limited to:

- recall or
  seizure of products;
- injunction against manufacture,
  distribution, sales and marketing; and
- criminal prosecution.

The imposition of any of these penalties
or other commercial limitations could significantly impair our business,
financial condition and results of operations.

RISKS RELATED TO PROTECTING OUR
INTELLECTUAL PROPERTY

Impairment of our intellectual
property rights may adversely affect the value of our technologies and product
candidates and limit our ability to pursue their development.

Protection
of our proprietary technology is critically important to our business. Our
success will depend in part on our ability to obtain and enforce our patents and
maintain trade secrets, both in the United States and in other countries. In the
event that we are unsuccessful in obtaining and enforcing patents, our business
would be negatively impacted. Further, our patents may be challenged,
invalidated or circumvented, and our patent rights may not provide proprietary
protection or competitive advantages to us.

The patent
positions of pharmaceutical and biopharmaceutical companies, including ours, are
highly uncertain and involve complex legal and technical questions. In
particular, legal principles for biotechnology patents in the United States and
in other countries are evolving, and the extent to which we will be able to
obtain patent coverage to protect our technology, or enforce issued patents, is
uncertain. In the United States, recent court decisions in patent cases as well
as proposed legislative changes to the patent system only exacerbate this
uncertainty. Furthermore, significant amendments to the regulations governing
the process of obtaining patents were recently proposed by the United States
Patent and Trademark Office (the Patent Office). These amendments were widely
regarded as detrimental to the interests of biotechnology and pharmaceutical
companies. The implementation of the amendments was blocked by a court
injunction requested by a pharmaceutical company. At this time, the Patent
Office is challenging the court decision through an appeals process, and we do
not know whether or when the Patent Office might seek to reintroduce the
amendments in a modified form.

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In Europe,
the European Patent Convention prohibits the granting of European patents for
inventions that concern uses of human embryos for industrial or commercial
purposes. The European Patent Office is presently interpreting this prohibition
broadly, and is applying it to reject patent claims that pertain to human
embryonic stem cells (hESCs). However, this broad interpretation is being
challenged through the European Patent Office appeals system. As a result, we do
not yet know whether or to what extent we will be able to obtain patent
protection for our human embryonic stem cell technologies in Europe. If we are
unable to protect our inventions related to hESCs in Europe, our business would
be negatively impacted.

Publication
of discoveries in scientific or patent literature tends to lag behind actual
discoveries by at least several months and sometimes several years. Therefore,
the persons or entities that we or our licensors name as inventors in our
patents and patent applications may not have been the first to invent the
inventions disclosed in the patent applications or patents, or the first to file
patent applications for these inventions. As a result, we may not be able to
obtain patents for discoveries that we otherwise would consider patentable and
that we consider to be extremely significant to our future success.

Challenges to our patent rights can
result in costly and time-consuming legal proceedings that may prevent or limit
development of our product candidates.

Where
several parties seek U.S. patent protection for the same technology, the Patent
Office may declare an interference proceeding in order to ascertain the party to
which the patent should be issued. Patent interferences are typically complex,
highly contested legal proceedings, subject to appeal. They are usually
expensive and prolonged, and can cause significant delay in the issuance of
patents. Moreover, parties that receive an adverse decision in an interference
can lose important patent rights. Our pending patent applications, or our issued
patents, may be drawn into interference proceedings which may delay or prevent
the issuance of patents, or result in the loss of issued patent rights. As more
groups become engaged in scientific research and product development in the
areas of telomerase biology and embryonic stem cells, the risk of our patents
being challenged through patent interferences, oppositions, reexaminations or
other means will likely increase.

The
interference process can also be used to challenge a patent that has been issued
to another party. For example, in 2004 we were party to two interferences
declared by the Patent Office at our request. These interferences involved two
of our pending applications relating to nuclear transfer technology and two
issued patents, held by the University of Massachusetts (U. Mass) and licensed
to Advanced Cell Technology, Inc. (ACT) of Worcester, Massachusetts. We
requested these interferences in order to clarify our patent rights to this
technology and to facilitate licensing to companies wishing to utilize this
technology in animal cloning. The Board of Patent Appeals and Interferences
issued final judgments in each of these cases, finding in both instances that
all of the claims in the U. Mass patents in question were unpatentable, and
upholding the patentability of Gerons pending claims. These judgments were
appealed by U. Mass and ACT, but the appeals have now been dismissed as part of
a settlement agreement, resulting in invalidation of the U. Mass patents.

Outside of
the United States, certain jurisdictions, such as Europe, New Zealand and
Australia, permit oppositions to be filed against the granting of patents.
Because our intent is to commercialize products internationally, securing both
proprietary protection and freedom to operate outside of the United States is
important to our business. We are involved in both opposing the grant of patents
to others through such opposition proceedings and in defending our patent
applications against oppositions filed by others. For example, we have recently
been involved in two patent oppositions before the European Patent Office (EPO)
with a Danish company, Pharmexa. Pharmexa (which acquired the Norwegian company
GemVax in 2005) is developing a cancer vaccine that employs a short telomerase
peptide to induce an immune response against telomerase and is conducting a
Phase III clinical trial. Pharmexa obtained a European patent with broad claims
to the use of telomerase vaccines for the treatment of cancer, and Geron opposed
that patent in 2004. In 2005, the Opposition Division (OD) of the EPO revoked
the claims originally granted to Pharmexa, but permitted Pharmexa to add new,
narrower claims limited to five specific small peptide fragments of telomerase.
The decision was appealed to the Technical Board of Appeals (TBA). In August
2007, the TBA ruled, consistent with the decision of the OD, that Pharmexa was
not entitled to the originally granted broad claims but was only entitled to the
narrow claims limited to the five small peptides.

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In parallel,
Pharmexa opposed a European patent held by Geron, the claims of which cover many
facets of human telomerase, including the use of telomerase peptides in cancer
vaccines. In June 2006, the OD of the EPO revoked three of the granted claims in
Gerons patent, specifically the three claims covering telomerase peptide cancer
vaccines. We have appealed that decision to the TBA, and that appeal is still
pending. Because this appeal is ongoing, the outcome cannot be determined at
this time. We are also seeking to obtain patent coverage in Europe for
telomerase peptides through a European divisional patent application. If those
patent claims are issued, they too may be subject to an opposition proceeding.

European
opposition and appeal proceedings can take several years to reach final
decision. The oppositions discussed above reflect the complexity of the patent
landscape in which we operate, and illustrate the risks and uncertainties. We
are also currently involved in other patent opposition proceedings in Europe and
Australia.

Patent
opposition proceedings are not currently available in the U.S. patent system,
but legislation has been proposed to introduce them. However, issued U.S.
patents can be reexamined by the Patent Office at the request of a third party.
Patents owned or licensed by Geron may therefore be subject to reexamination. As
in any legal proceeding, the outcome of patent reexaminations is uncertain, and
a decision adverse to our interests could result in the loss of valuable patent
rights.

In July
2006, requests were filed on behalf of the Foundation for Taxpayer and Consumer
Rights (now renamed as Consumer Watchdog) for reexamination of three issued
U.S. patents owned by the Wisconsin Alumni Research Foundation (WARF) and
relating to human embryonic stem cells. These three patents (U.S. Patent Nos.
5,843,780, 6,200,806 and 7,029,913) are licensed to Geron pursuant to a January
2002 license agreement with WARF. The license agreement conveys exclusive rights
to Geron under the WARF patents for the development and commercialization of
therapeutics based on neural cells, cardiomyocytes and pancreatic islet cells,
derived from human embryonic stem cells, as well as nonexclusive rights for
other product opportunities. In October 2006, the Patent Office initiated the
reexamination proceedings. After initially rejecting the patent claims, the
Patent Office recently issued decisions in all three cases upholding the
patentability of the claims. The decisions to uphold the 5,843,780 and 6,200,806
patents are final and not subject to further appeal. Consumer Watchdog has filed
a notice of appeal against the decision on the 7,029,913 patent. We cooperated
with WARF in these reexamination actions and expect that WARF will continue to
vigorously defend its patent position in this appeal. While the decisions in
these reexamination proceedings to date have all been favorable to our patent
position, the outcome of the appeal or of any future reexamination proceedings
cannot be determined at this time. Reduction or loss of claim scope in these
WARF embryonic stem cell patents would negatively impact Gerons proprietary
position in this technology.

Successful
challenges to our patents through interferences, oppositions or reexamination
proceedings could result in a loss of patent rights in the relevant
jurisdiction(s). If we are unsuccessful in actions we bring against the patents
of other parties, we may be subject to litigation, or otherwise prevented from
commercializing potential products in the relevant jurisdiction, or may be
required to obtain licenses to those patents or develop or obtain alternative
technologies, any of which could harm our business. Furthermore, if such
challenges to our patent rights are not resolved promptly in our favor, our
existing business relationships may be jeopardized and we could be delayed or
prevented from entering into new collaborations or from commercializing certain
products, which could materially harm our business.

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If we fail to meet our obligations
under license agreements, we may lose our rights to key technologies on which
our business depends.

Our business
depends on several critical technologies that are based in part on patents
licensed from third parties. Those third-party license agreements impose
obligations on us, such as payment obligations and obligations to diligently
pursue development of commercial products under the licensed patents. If a
licensor believes that we have failed to meet our obligations under a license
agreement, the licensor could seek to limit or terminate our license rights,
which could lead to costly and time-consuming litigation and, potentially, a
loss of the licensed rights. During the period of any such litigation our
ability to carry out the development and commercialization of potential products
could be significantly and negatively affected. If our license rights were
restricted or ultimately lost, our ability to continue our business based on the
affected technology platform would be severely adversely affected.

We may be subject to litigation that
will be costly to defend or pursue and uncertain in its outcome.

Our business
may bring us into conflict with our licensees, licensors, or others with whom we
have contractual or other business relationships, or with our competitors or
others whose interests differ from ours. If we are unable to resolve those
conflicts on terms that are satisfactory to all parties, we may become involved
in litigation brought by or against us. That litigation is likely to be
expensive and may require a significant amount of managements time and
attention, at the expense of other aspects of our business. The outcome of
litigation is always uncertain, and in some cases could include judgments
against us that require us to pay damages, enjoin us from certain activities, or
otherwise affect our legal or contractual rights, which could have a significant
adverse effect on our business.

Patent
litigation may also be necessary to enforce patents issued or licensed to us or
to determine the scope and validity of our proprietary rights or the proprietary
rights of others. We may not be successful in any patent litigation. Patent
litigation can be extremely expensive and time-consuming, even if the outcome is
favorable to us. An adverse outcome in a patent litigation, patent opposition,
patent interference, or any other proceeding in a court or patent office could
subject our business to significant liabilities to other parties, require
disputed rights to be licensed from other parties or require us to cease using
the disputed technology, any of which could severely harm our business.

We may be subject to infringement
claims that are costly to defend, and which may limit our ability to use
disputed technologies and prevent us from pursuing research and development or
commercialization of potential products.

Our
commercial success depends significantly on our ability to operate without
infringing patents and the proprietary rights of others. Our technologies may
infringe the patents or proprietary rights of others. In addition, we may become
aware of discoveries and technology controlled by third parties that are
advantageous to our programs. In the event our technologies infringe the rights
of others or we require the use of discoveries and technology controlled by
third parties, we may be prevented from pursuing research, development or
commercialization of potential products or may be required to obtain licenses to
those patents or other proprietary rights or develop or obtain alternative
technologies. We have obtained licenses from several universities and companies
for technologies that we anticipate incorporating into our potential products,
and we initiate negotiation for licenses to other technologies as the need or
opportunity arises. We may not be able to obtain a license to patented
technology on commercially favorable terms, or at all. If we do not obtain a
necessary license, we may need to redesign our technologies or obtain rights to
alternate technologies, the research and adoption of which could cause delays in
product development. In cases where we are unable to license necessary
technologies, we could be prevented from developing certain potential products.
Our failure to obtain alternative technologies or a license to any technology
that we may require to research, develop or commercialize our product candidates
would significantly and negatively affect our business.

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Much of the information and know-how
that is critical to our business is not patentable and we may not be able to
prevent others from obtaining this information and establishing competitive
enterprises.

We sometimes
rely on trade secrets to protect our proprietary technology, especially in
circumstances in which we believe patent protection is not appropriate or
available. We attempt to protect our proprietary technology in part by
confidentiality agreements with our employees, consultants, collaborators and
contractors. We cannot assure you that these agreements will not be breached,
that we would have adequate remedies for any breach, or that our trade secrets
will not otherwise become known or be independently discovered by competitors,
any of which would harm our business significantly.

RISKS RELATED TO OUR RELATIONSHIPS
WITH THIRD PARTIES

We depend on other parties to help
us develop, manufacture and test our product candidates, and our ability to
develop and commercialize potential products may be impaired or delayed if
collaborations are unsuccessful.

Our strategy
for the development, clinical testing and commercialization of our product
candidates requires that we enter into collaborations with corporate partners,
licensors, licensees and others. We are dependent upon the subsequent success of
these other parties in performing their respective responsibilities and the
continued cooperation of our partners. By way of examples: Merck is developing
cancer vaccines targeted to telomerase other than the dendritic cell-based
vaccines that we are developing; Cell Genesys is developing oncolytic virus
therapeutics utilizing the telomerase promoter; and Sienna is developing cancer
diagnostics using our telomerase technology. Our collaborators may not cooperate
with us or perform their obligations under our agreements with them. We cannot
control the amount and timing of our collaborators resources that will be
devoted to activities related to our collaborative agreements with them. Our
collaborators may choose to pursue existing or alternative technologies in
preference to those being developed in collaboration with us.

Under agreements with other parties,
we may rely significantly on them to, among other activities:

- conduct
  research and development activities in conjunction with us;
- design and conduct advanced clinical
  trials in the event that we reach clinical trials;
- fund research and development activities
  with us;
- manage and license certain patent
  rights;
- pay us fees upon the achievement of
  milestones;and
- market with us any commercial products
  that result from our collaborations.

The
development and commercialization of potential products will be delayed if
collaborators or other partners fail to conduct these activities in a timely
manner or at all. In addition, our collaborators could terminate their
agreements with us and we may not receive any development or milestone payments.
If we do not achieve milestones set forth in the agreements, or if our
collaborators breach or terminate their collaborative agreements with us, our
business may be materially harmed.

We also rely
on other companies for certain process development, manufacturing or other
technical scientific work, especially with respect to our GRN163L, GRNVAC1 and
GRNOPC1 programs. We have contracts with these companies that specify the work
to be done and results to be achieved, but we do not have direct control over
their personnel or operations. If these companies do not perform the work which
they were assigned, our ability to develop or manufacture our product candidates
could be significantly harmed.

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Our reliance on the activities of
our non-employee consultants, research institutions, and scientific contractors,
whose activities are not wholly within our control, may lead to delays in
development of our product candidates.

We rely
extensively upon and have relationships with scientific consultants at academic
and other institutions, some of whom conduct research at our request, and other
consultants who assist us in formulating our research and development and
clinical strategy or other matters. These consultants are not our employees and
may have commitments to, or consulting or advisory contracts with, other
entities that may limit their availability to us. We have limited control over
the activities of these consultants and, except as otherwise required by our
collaboration and consulting agreements, can expect only limited amounts of
their time to be dedicated to our activities.

In addition,
we have formed research collaborations with many academic and other research
institutions throughout the world. These research facilities may have
commitments to other commercial and non-commercial entities. We have limited
control over the operations of these laboratories and can expect only limited
amounts of their time to be dedicated to our research goals.

If any of
these third parties are unable or refuse to contribute to projects on which we
need their help, our ability to generate advances in our technologies and
develop our product candidates could be significantly harmed.

RISKS RELATED TO COMPETITIVE
FACTORS

The loss of key personnel could slow
our ability to conduct research and develop product candidates.

Our future
success depends to a significant extent on the skills, experience and efforts of
our executive officers and key members of our scientific staff. We face intense
competition for qualified individuals from numerous pharmaceutical,
biopharmaceutical and biotechnology companies, as well as academic and other
research institutions. We may be unable to retain our current personnel or
attract or assimilate other highly qualified management and scientific personnel
in the future on acceptable terms. The loss of any or all of these individuals
could harm our business and might significantly delay or prevent the achievement
of research, development or business objectives.

Our products are likely to be
expensive to manufacture, and they may not be profitable if we are unable to
significantly reduce the costs to manufacture them.

Our
telomerase inhibitor compound, GRN163L, and our hESC-based products are likely
to be more expensive to manufacture than most other drugs currently on the
market today. Oligonucleotides are relatively large molecules with complex
chemistry, and the cost of manufacturing an oligonucleotide like GRN163L is
greater than the cost of making most small-molecule drugs. Our present
manufacturing processes are conducted at a small scale and are at an early stage
of development. We hope to substantially reduce manufacturing costs through
process improvements, as well as through scale increases. If we are not able to
do so, however, and, depending on the pricing of the potential product, the
profit margin on the telomerase inhibitor may be significantly less than that of
most drugs on the market today. Similarly, we currently make differentiated
cells from hESCs on a laboratory scale, at a high cost per unit measure. The
cell-based therapies we are developing based on hESCs will probably require
large quantities of cells. We continue to develop processes to scale up
production of the cells in a cost-effective way. We may not be able to charge a
high enough price for any cell therapy product we develop, even if it is safe
and effective, to make a profit. If we are unable to realize significant profits
from our potential product candidates, our business would be materially harmed.

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Some of our competitors may develop
technologies that are superior to or more cost-effective than ours, which may
impact the commercial viability of our technologies and which may significantly
damage our ability to sustain operations.

The
pharmaceutical and biotechnology industries are intensely competitive. Other
pharmaceutical and biotechnology companies and research organizations currently
engage in or have in the past engaged in efforts related to the biological
mechanisms that are the focus of our programs in oncology and human embryonic
stem cell therapies, including the study of telomeres, telomerase, human
embryonic stem cells, and nuclear transfer. In addition, other products and
therapies that could compete directly with the product candidates that we are
seeking to develop and market currently exist or are being developed by
pharmaceutical and biopharmaceutical companies and by academic and other
research organizations.

Many
companies are developing alternative therapies to treat cancer and, in this
regard, are competitors of ours. According to public data from the FDA and NIH,
there are more than 200 approved anti-cancer products on the market in the
United States, and several thousand in clinical development. Many of the
pharmaceutical companies developing and marketing these competing products
(including GlaxoSmithKline, Bristol-Myers Squibb Company and Novartis AG, among
others) have significantly greater financial resources and expertise than we do
in:

- research
  and development;
- manufacturing;
- preclinical and clinical
  testing;
- obtaining regulatory approvals;
  and
- marketing and distribution.

Smaller
companies may also prove to be significant competitors, particularly through
collaborative arrangements with large and established companies. Academic
institutions, government agencies and other public and private research
organizations may also conduct research, seek patent protection and establish
collaborative arrangements for research, clinical development and marketing of
products similar to ours. These companies and institutions compete with us in
recruiting and retaining qualified scientific and management personnel as well
as in acquiring technologies complementary to our programs.

In addition to the above factors, we
expect to face competition in the following areas:

- product
  efficacy and safety;
- the timing and scope of regulatory
  consents;
- availability of resources;
- reimbursement coverage;
- price; and
- patent position, including potentially
  dominant patent positions of others.

As a result
of the foregoing, our competitors may develop more effective or more affordable
products, or achieve earlier patent protection or product commercialization than
we do. Most significantly, competitive products may render any product
candidates that we develop obsolete, which would negatively impact our business
and ability to sustain operations.

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To be successful, our product
candidates must be accepted by the health care community, which can be very slow
to adopt or unreceptive to new technologies and products.

Our product
candidates and those developed by our collaborators, if approved for marketing,
may not achieve market acceptance since hospitals, physicians, patients or the
medical community in general may decide not to accept and utilize these
products. The product candidates that we are attempting to develop represent
substantial departures from established treatment methods and will compete with
a number of conventional drugs and therapies manufactured and marketed by major
pharmaceutical companies. The degree of market acceptance of any of our
developed potential products will depend on a number of factors,
including:

- our
  establishment and demonstration to the medical community of the clinical
  efficacy and safety of our product candidates;
- our ability to create products that are
  superior to alternatives currently on the market;
- our ability to establish in the medical
  community the potential advantage of our treatments over alternative treatment
  methods; and
- reimbursement policies of government and
  third-party payors.

If the
health care community does not accept our potential products for any of the
foregoing reasons, or for any other reason, our business would be materially
harmed.

If we fail to obtain acceptable
prices or adequate reimbursement for our product candidates, the use of our
potential products could be severely limited.

Our ability
to successfully commercialize our product candidates will depend significantly
on our ability to obtain acceptable prices and the availability of reimbursement
to the patient from third-party payors. Significant uncertainty exists as to the
reimbursement status of newly-approved health care products, including
pharmaceuticals. If our potential products are not considered cost-effective or
if we fail to generate adequate third-party reimbursement for the users of our
potential products and treatments, then we may be unable to maintain price
levels sufficient to realize an appropriate return on our investment for
potential products currently in development.

In both U.S.
and other markets, sales of our potential products, if any, will depend in part
on the availability of reimbursement from third-party payors, examples of which
include:

- government health administration authorities;
- private health insurers;
- health maintenance organizations;
  and
- pharmacy benefit management companies.

Both federal
and state governments in the United States and governments in other countries
continue to propose and pass legislation designed to contain or reduce the cost
of health care. Legislation and regulations affecting the pricing of
pharmaceuticals and other medical products may be adopted before any of our
potential products are approved for marketing. Cost control initiatives could
decrease the price that we receive for any product candidate we may develop in
the future. In addition, third-party payors are increasingly challenging the
price and cost-effectiveness of medical products and services and any of our
potential products may ultimately not be considered cost-effective by these
third parties. Any of these initiatives or developments could materially harm
our business.

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RISKS RELATED TO ENVIRONMENTAL AND
PRODUCT LIABILITY

Our activities involve hazardous
materials, and improper handling of these materials by our employees or agents
could expose us to significant legal and financial penalties.

Our research
and development activities involve the controlled use of hazardous materials,
chemicals and various radioactive compounds. As a consequence, we are subject to
numerous environmental and safety laws and regulations, including those
governing laboratory procedures, exposure to blood-borne pathogens and the
handling of biohazardous materials. We may be required to incur significant
costs to comply with current or future environmental laws and regulations and
may be adversely affected by the cost of compliance with these laws and
regulations.

Although we
believe that our safety procedures for using, handling, storing and disposing of
hazardous materials comply with the standards prescribed by state and federal
regulations, the risk of accidental contamination or injury from these materials
cannot be eliminated. In the event of such an accident, state or federal
authorities could curtail our use of these materials and we could be liable for
any civil damages that result, the cost of which could be substantial. Further,
any failure by us to control the use, disposal, removal or storage, or to
adequately restrict the discharge, or assist in the clean up, of hazardous
chemicals or hazardous, infectious or toxic substances could subject us to
significant liabilities, including joint and several liability under certain
statutes. Any such liability could exceed our resources and could have a
material adverse effect on our business, financial condition and results of
operations. Additionally, an accident could damage our research and
manufacturing facilities and operations.

Additional
federal, state and local laws and regulations affecting us may be adopted in the
future. We may incur substantial costs to comply with these laws and regulations
and substantial fines or penalties if we violate any of these laws or
regulations, which would adversely affect our business.

We may not be able to obtain or
maintain sufficient insurance on commercially reasonable terms or with adequate
coverage against potential liabilities in order to protect ourselves against
product liability claims.

Our business
exposes us to potential product liability risks that are inherent in the
testing, manufacturing and marketing of human therapeutic and diagnostic
products. We may become subject to product liability claims if the use of our
potential products is alleged to have injured subjects or patients. This risk
exists for product candidates tested in human clinical trials as well as
potential products that are sold commercially. We currently have limited
clinical trial liability insurance and we may not be able to maintain this type
of insurance for any of our clinical trials. In addition, product liability
insurance is becoming increasingly expensive. Being unable to obtain or maintain
product liability insurance in the future on acceptable terms or with adequate
coverage against potential liabilities could have a material adverse effect on
our business.

RISKS RELATED TO OUR COMMON STOCK AND
FINANCIAL REPORTING

Our stock price has historically
been very volatile.

Stock prices
and trading volumes for many biopharmaceutical companies fluctuate widely for a
number of reasons, including factors which may be unrelated to their businesses
or results of operations such as media coverage, legislative and regulatory
measures and the activities of various interest groups or organizations. This
market volatility, as well as general domestic or international economic, market
and political conditions, could materially and adversely affect the market price
of our common stock and the return on your investment.

Historically, our stock price has been extremely volatile. Between
January 1998 and September 2008, our stock has traded as high as $75.88 per
share and as low as $1.41 per share. Between January 1, 2003 and September 30,
2008, the price has ranged between a high of $16.80 per share and a low of $1.41
per share. The significant market price fluctuations of our common stock are due
to a variety of factors, including:

37

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- the
  demand in the market for our common stock;
- the experimental nature of our product
  candidates;
- fluctuations in our operating
  results;
- market conditions relating to the
  biopharmaceutical and pharmaceutical industries;
- announcements of technological
  innovations, new commercial products, or clinical progress or lack thereof by
  us, our collaborative partners or our competitors;
- announcements concerning regulatory
  developments, developments with respect to proprietary rights and our
  collaborations;
- comments by securities
  analysts;
- general market conditions;
- political developments related to human
  embryonic stem cell research;
- public concern with respect to our
  product candidates; or
- the issuance of common stock to
  partners, vendors or to investors to raise additional capital.

In addition,
the stock market is subject to other factors outside our control that can cause
extreme price and volume fluctuations. Securities class action litigation has
often been brought against companies, including many biotechnology companies,
which experience volatility in the market price of their securities. Litigation
brought against us could result in substantial costs and a diversion of
managements attention and resources, which could adversely affect our business.

The sale of a substantial number of
shares may adversely affect the market price for our common stock.

Sale of a
substantial number of shares of our common stock in the public market, or the
perception that such sales could occur, could significantly and negatively
affect the market price for our common stock. As of September 30, 2008, we had
200,000,000 shares of common stock authorized for issuance and 78,873,601 shares
of common stock outstanding. In addition, as of September 30, 2008, we have
reserved for future issuance approximately 27,753,065 shares of common stock for
our stock plans, potential milestone payments and outstanding warrants.

In addition,
we have issued common stock to certain parties, such as vendors and service
providers, as payment for products and services. Under these arrangements, we
typically agree to register the shares for resale soon after their issuance. We
may continue to pay for certain goods and services in this manner, which would
dilute your interest in us. Also, sales of the shares issued in this manner
could negatively affect the market price of our stock.

Our undesignated preferred stock may
inhibit potential acquisition bids; this may adversely affect the market price
for our common stock and the voting rights of holders of our common stock.

Our
certificate of incorporation provides our Board of Directors with the authority
to issue up to 3,000,000 shares of undesignated preferred stock and to determine
the rights, preferences, privileges and restrictions of these shares without
further vote or action by our stockholders. As of the date of this 10-Q, 50,000
shares of preferred stock have been designated Series A Junior Participating
Preferred Stock and the Board of Directors still has authority to designate and
issue up to 2,950,000 shares of preferred stock. The issuance of shares of
preferred stock may delay or prevent a change in control transaction without
further action by our stockholders. As a result, the market price of our common
stock may be adversely affected.

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In addition,
if we issue preferred stock in the future that has preference over our common
stock with respect to the payment of dividends or upon our liquidation,
dissolution or winding up, or if we issue preferred stock with voting rights
that dilute the voting power of our common stock, the rights of holders of our
common stock or the market price of our common stock could be adversely
affected.

Provisions in our share purchase
rights plan, charter and bylaws, and provisions of Delaware law, may inhibit
potential acquisition bids for us, which may prevent holders of our common stock
from benefiting from what they believe may be the positive aspects of
acquisitions and takeovers.

Our Board of
Directors has adopted a share purchase rights plan, commonly referred to as a
poison pill. This plan entitles existing stockholders to rights, including the
right to purchase shares of common stock, in the event of an acquisition of 15%
or more of our outstanding common stock.

Our share
purchase rights plan could prevent stockholders from profiting from an increase
in the market value of their shares as a result of a change of control of us by
delaying or preventing a change of control. In addition, our Board of Directors
has the authority, without further action by our stockholders, to issue
additional shares of common stock, and to fix the rights and preferences of one
or more series of preferred stock.

In addition
to our share purchase rights plan and the undesignated preferred stock,
provisions of our charter documents and bylaws may make it substantially more
difficult for a third party to acquire control of us and may prevent changes in
our management, including provisions that:

- prevent
  stockholders from taking actions by written consent;
- divide the Board of Directors into
  separate classes with terms of office that are structured to prevent all of
  the directors from being elected in any one year; and
- set forth procedures for nominating
  directors and submitting proposals for consideration at stockholders
  meetings.

Provisions
of Delaware law may also inhibit potential acquisition bids for us or prevent us
from engaging in business combinations. In addition, we have severance
agreements with several employees and a change of control severance plan which
could require an acquiror to pay a higher price. Either collectively or
individually, these provisions may prevent holders of our common stock from
benefiting from what they may believe are the positive aspects of acquisitions
and takeovers, including the potential realization of a higher rate of return on
their investment from these types of transactions.

We do not intend to pay cash
dividends on our common stock in the foreseeable future.

We do not
anticipate paying cash dividends on our common stock in the foreseeable future.
Any payment of cash dividends will depend upon our financial condition, results
of operations, capital requirements and other factors and will be at the
discretion of the Board of Directors. Furthermore, we may incur additional
indebtedness that may severely restrict or prohibit the payment of dividends.

Failure to achieve and maintain
effective internal controls in accordance with Section 404 of the Sarbanes-Oxley
Act of 2002 could have a material adverse effect on our business and stock
price.

Section 404
of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act) requires that we
establish and maintain an adequate internal control structure and procedures for
financial reporting and include a report of management on our internal control
over financial reporting. Our annual report on Form 10-K must contain an
assessment by management of the effectiveness of our internal control over
financial reporting and must include disclosure of any material weaknesses in
internal control over financial reporting that we have identified. In addition,
our independent registered public accounting firm must annually provide an
opinion on the effectiveness of our internal control over financial reporting.

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The
requirements of Section 404 of the Sarbanes-Oxley Act are ongoing and also apply
to future years. We expect that our internal control over financial reporting
will continue to evolve as our business develops. Although we are committed to
continue to improve our internal control processes and we will continue to
diligently and vigorously review our internal control over financial reporting
in order to ensure compliance with Section 404 requirements, any control system,
regardless of how well designed, operated and evaluated, can provide only
reasonable, not absolute, assurance that its objectives will be met.Therefore, we cannot be certain that in the
future material weaknesses or significant deficiencies will not exist or
otherwise be discovered. If material weaknesses or other significant
deficiencies occur, these weaknesses or deficiencies could result in
misstatements of our results of operations, restatements of our consolidated
financial statements, a decline in our stock price, or other material adverse
effects on our business, reputation, results of operations, financial condition
or liquidity.

ITEM 2. UNREGISTERED SALES OF EQUITY
SECURITIES AND USE OF PROCEEDS

On August
14, 2008, we issued 226,062 shares of our common stock to MPI Research, Inc.
(MPI) in a private placement as advance consideration under Amendment No.3 to a
Master Agreement pursuant to which MPI has provided and will continue to provide
certain preclinical services in support of our programs. The total fair value of
the common stock was $1,038,000, which has been recorded as a prepaid asset and
is being amortized to research and development expense on a pro-rata basis as
services are performed. As of September 30, 2008, $361,000 remained as a prepaid
asset which is expected to be expensed over the next three months.

We issued
the above-described shares of common stock in reliance upon the exemption from
registration provided by Section 4(2) of the Securities Act of 1933, as amended.
MPI represented to us that they are accredited investors as defined in Rule
501(a) of the Securities Act of 1933, as amended, and that the securities issued
pursuant thereto were being acquired for investment purposes.

Purchases of Equity Securities by the
Issuer and Affiliated Purchasers

None

ITEM 3. DEFAULTS UPON SENIOR
SECURITIES

None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE
OF SECURITY HOLDERS

None

ITEM 5. OTHER
INFORMATION

None

40

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ITEM 6. EXHIBITS

|**Exhibit** |  |                                                                                                                                                                                                           
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|**Number**  |  | **Description**                                                                                                                                                                                           
|4.1         |  | Convertible
      Promissory Note, between Geron Corporation and ViaGen, Inc., dated
      September 3, 2008.                                                                                             
|            |  |                                                                                                                                                                                                           
|10.1        |  | Loan Agreement,
      between Geron Corporation and ViaGen, Inc., dated September 3,
    2008.                                                                                                            
|           
|31.1        |  | Certification of
      Chief Executive Officer pursuant to Form of Rule 13a-14(a) and 15d-14(a),
      as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002,
      dated October 31, 2008.
|           
|31.2        |  | Certification of
      Chief Financial Officer pursuant to Form of Rule 13a-14(a) and 15d-14(a),
      as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002,
      dated October 31, 2008.
|           
|32.1        |  | Certification of
      Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as Adopted
      Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated October
      31, 2008.              
|           
|32.2        |  | Certification of
      Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted
      Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated October
      31, 2008.              

SIGNATURE

Pursuant to
the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this Report to be signed on its behalf by the undersigned, thereunto duly
authorized.

|                             | GERON
      CORPORATION                 
|---------------------------- | ----------------------------------------
|                            
|                             | By: /s/ DAVID L. GREENWOOD              
|                            
|                             | David L.
      Greenwood                
|                             | Executive
      Vice President and Chief
|                             | Financial
      Officer (Duly Authorized
|Date: October 31,
      2008 | Signatory)                              

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EXHIBIT INDEX

|**Exhibit** |  |                                                                                                                                                                                                     
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|**Number**  |  | **Description**                                                                                                                                                                                     
|4.1         |  | Convertible Promissory Note, between Geron Corporation and ViaGen,
      Inc., dated September 3, 2008.                                                                                             
|            |  |                                                                                                                                                                                                     
|10.1        |  | Loan
      Agreement, between Geron Corporation and ViaGen, Inc., dated September 3,
      2008.                                                                                                    
|           
|31.1        |  | Certification of Chief Executive Officer pursuant to Form of Rule
      13a-14(a) and 15d-14(a), as Adopted Pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002, dated October 31, 2008.
|           
|31.2        |  | Certification of Chief Financial Officer pursuant to Form of Rule
      13a-14(a) and 15d-14(a), as Adopted Pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002, dated October 31, 2008.
|           
|32.1        |  | Certification of Chief Executive Officer pursuant to 18 U.S.C.
      Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
      of 2002, dated October 31, 2008.              
|           
|32.2        |  | Certification of Chief Financial Officer pursuant to 18 U.S.C.
      Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
      of 2002, dated October 31, 2008.              

42

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