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EXHIBIT 10.3
***TEXT OMITTED AND FILED SEPARATELY
CONFIDENTIAL TREATMENT REQUESTED
UNDER 17 C.F.R. SECTIONS 200.80(b)(4),
200.83 AND 240.24B-2
AMENDMENT TO LICENSE AGREEMENT
This Agreement is made effective October 1, 1999, by and between Wisconsin
Alumni Research Foundation (hereinafter called "XXXX"), a nonstock, nonprofit,
Wisconsin corporation, and Geron Corporation (hereinafter called "Geron"), a
corporation organized and existing under the laws of Delaware.
WHEREAS, XXXX and Xxxxx (hereinafter, collectively called "the Parties")
have executed previously a License Agreement, effective April 23, 1999
(Agreement No. 99-0027) (hereinafter called "License Agreement"); and
WHEREAS, XXXX has requested and Geron has agreed to substitute as
consideration a stock grant for the stock grant and stock options set forth in
the License Agreement.
NOW, THEREFORE, the Parties agree to amend the License Agreement as
follows:
1. Section 4A shall be amended to read in full:
Geron agrees to pay XXXX a license fee comprised of [...***...] cash and
92,000 shares of Geron common stock. Geron shall make an S-3 filing
with the Securities and Exchange Commission ("SEC") with respect to the
92,000 common shares by October 8, 1999 and use reasonable
diligence thereafter with the SEC to obtain registration of such shares.
In the event that XXXX desires to sell a substantial percentage of the
granted stock in the public market, XXXX undertakes to appropriately
manage the sale of such stock so as to not detrimentally effect the
price of such stock.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
on the dates indicated below.
WISCONSIN ALUMNI RESEARCH FOUNDATION
By: /s/ Xxxxxxx X. Xxxxxx Date: October 20, 1999
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Xxxxxxx X. Xxxxxx, Managing Director
GERON CORPORATION
By: /s/ Xxxxx X. Xxxxxxxxx Date: October 14, 1999
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Xxxxx X. Xxxxxxxxx, Xx. V.P. of
Corporate Development and CFO
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Reviewed by XXXX'x General Counsel:
/s/ Xxxxxxxxx X.X. Xxxxxx
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Xxxxxxxxx X.X. Xxxxxx, Esq.
(XXXX'x attorney shall not be deemed a signatory to this Agreement.)
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[...***...] = MATERIAL HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION
