EXHIBIT 4.2
COMMON STOCK PURCHASE AGREEMENT
THIS COMMON STOCK PURCHASE AGREEMENT ("Agreement") is made and entered
into as of March 18, 2008 (the "Effective Date"), by and between GERON
CORPORATION, a Delaware corporation having its principal place of business at
000 Xxxxxxxxxxxx Xxxxx, Xxxxx Xxxx, Xxxxxxxxxx 00000 ("Geron"), and Lonza
Walkersville, Inc., a Delaware corporation having its principal place of
business at 0000 Xxxxx Xxxx Xxxx, Xxxxxxxxxxxx, Xxxxxxxx 00000 ("Lonza").
Capitalized terms not otherwise defined herein shall have the meaning set forth
in the MSA and Project Order No. 1.
X. Xxxxx and Cambrex Bio Science Walkersville, Inc. ("CBSW") entered that
certain Master Services Agreement, dated as of September 1, 2005 (the
"MSA"), pursuant to which CBSW agreed to perform certain services on
behalf of Geron related to the manufacture of a product containing
human cells intended for therapeutic use in humans on the terms set
forth therein.
X. Xxxxx and CBSW entered into Project Order No. 1 to the MSA (the
"Project Order No. 1") effective September 1, 2005, pursuant to which
Geron is entitled, subject to certain conditions, to pay any
compensation owed to CBSW for Services performed under Project Order
No. 1 either in cash or in Geron's common stock (the "Common Stock").
C. Subject to the terms and conditions of the Second Amendment to Project
Order No.1, dated as of March 1, 2006 ("Amendment No. 2"), Geron and
CBSW agreed that Geron shall, subject to certain conditions, be
entitled to pay up to US$4,500,000 for Services under Project Order
No. 1 by delivery of Shares.
D. Effective February 6, 2007, Lonza completed its acquisition of CBSW,
and assumed all rights and obligations of CBSW under the MSA and
Project Order No. 1, as amended.
E. Subject to the terms and conditions of the Sixth Amendment to Project
Order No.1, dated as of November 9, 2007, Geron and Lonza have agreed
that Geron shall, subject to certain conditions, be entitled to pay an
additional US$4,000,000 for Services under Project Order No. 1 by
delivery of Shares, for an aggregate total of up to US$8,500,000
payable in Stock.
THE PARTIES AGREE AS FOLLOWS:
1. ISSUANCE OF SHARES; ADJUSTMENTS.
1.1 As payment of the sixth Installment Payment specified in
Project Order No. 1, Geron will issue and deliver certificates
for 232,558 shares of Common Stock (the "Shares"). Upon
issuance and delivery of the certificate(s) for the Shares,
all Shares shall be duly authorized and validly issued and
represent fully paid shares of Geron's Common Stock.
2. CLOSING; DELIVERY.
2.1 The consummation of the transaction contemplated by this
Agreement (a "Closing") shall be held at such time and place
as is mutually agreed upon between the parties, but in any
event no later than five (5) business days after the Effective
Date of this Agreement (the "Closing Date"). At the Closing,
Geron shall deliver to Lonza one or more certificates
representing all of the Shares, which Shares shall be issued
in the name of Lonza or its designee and in such denominations
as Lonza shall specify.
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2.2 Geron's obligations to issue and deliver the stock
certificate(s) representing the Shares to Lonza at the Closing
shall be subject to the following conditions, which may be
waived by Geron:
2.2.1 the covenants and obligations that Lonza is required
to perform or to comply with pursuant to this
Agreement, at or prior to the Closing, must have been
duly performed and complied with in all material
respects; and
2.2.2 the representations and warranties made by Lonza
herein shall be true and correct in all material
respects as of the Closing Date.
2.3 Lonza's obligation to accept delivery of the stock
certificate(s) representing the Shares at the Closing shall be
subject to the following conditions, any one or more of which
may be waived by Lonza:
2.3.1 the covenants and obligations that Geron is required
to perform or to comply with pursuant to this
Agreement, at or prior to the Closing, must have been
duly performed and complied with in all material
respects;
2.3.2 Geron shall have available under its Certificate of
Incorporation sufficient authorized shares of Common
Stock to issue the Shares to Lonza; and
2.3.3 the representations and warranties made by Geron
herein shall be true and correct in all material
respects as of the Closing Date.
3. RESTRICTIONS ON RESALE OF SHARES.
3.1 Legends. Lonza understands and acknowledges that the Shares
are not registered under the Securities Act of 1933 (the
"Act"), and that under the Act and other applicable laws Lonza
may be required to hold such Shares for an indefinite period
of time. Each stock certificate representing Shares shall bear
the following legends:
"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). ANY
TRANSFER OF SUCH SECURITIES SHALL BE INVALID UNLESS A
REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH
TRANSFER OR, IN THE OPINION OF COUNSEL REASONABLY ACCEPTABLE
TO GERON, SUCH REGISTRATION IS UNNECESSARY FOR SUCH TRANSFER
TO COMPLY WITH THE ACT. THE SECURITIES REPRESENTED HEREBY ARE
SUBJECT TO THE TERMS OF THE COMMON STOCK PURCHASE AGREEMENT BY
AND BETWEEN GERON AND LONZA, DATED MARCH 18, 2008. A COPY OF
THE AGREEMENT CAN BE OBTAINED FROM THE SECRETARY OF GERON."
3.2 Limits on Sales. Lonza agrees that if it decides to resell
some or all of the Shares, it will do so only in an
appropriate manner through orderly sales executed through a
top-tier brokerage firm, and based upon whether the shares are
registered or unregistered, i.e., on the Nasdaq National
Market or in a Rule 144A compliant transaction.
3.3 Further Limitations. Geron shall not be required (i) to
transfer on its books any Shares that have been sold or
otherwise transferred in violation of any of the provisions of
this Agreement or applicable securities laws; or (ii) to treat
as owner of such Shares or to accord the right to vote or pay
dividends to any purchaser or other transferee to whom such
Shares shall have been so transferred in violation of any of
the provisions of this Agreement or applicable securities
laws.
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4. REGISTRATION RIGHTS
4.1 Geron agrees to make commercially reasonable efforts to file
with the Securities and Exchange Commission (the "Commission")
within ten (10) business days after the Closing Date, a
registration statement under the Act (the "Registration
Statement"), on Form S-3 or other appropriate form, so as to
permit a non-underwritten public offering and resale of the
Shares under the Act by Lonza. Geron agrees to diligently
pursue making the Registration Statement effective. Geron will
make commercially reasonable efforts to notify Lonza of the
effectiveness of the Registration Statement within one (1)
business day of receiving notice from the Commission declaring
the Registration Statement effective, but no later than the
close of business (Pacific Time) of the second business day
after receipt of such notice from the Commission.
4.2 Geron shall notify Lonza as promptly as possible of any review
initiated by the Commission with respect to any such
Registration Statement.
4.3 Geron will maintain the Registration Statement and any
post-effective amendment thereto filed under this Section 4
effective under the Act until the earliest of (i) the date
that none of the Shares covered by such Registration Statement
are issued and outstanding, (ii) the date that all of the
Shares have been sold pursuant to such Registration Statement,
(iii) the date Lonza receives an opinion of counsel to Geron,
which counsel shall be reasonably acceptable to Lonza, that
the Shares may be sold under the provisions of Rule 144 or any
similar provision then in effect under the Act, or (iv) the
date that all Shares have been otherwise transferred to
persons who may trade such shares without restriction under
the Act, and Geron has delivered a new certificate or other
evidence of ownership for such securities not bearing a
restrictive legend.
4.4 Geron, at its expense, shall furnish to Lonza with respect to
the Shares registered under the Registration Statement such
reasonable number of copies of the Registration Statement,
prospectuses and preliminary prospectuses in conformity with
the requirements of the Act and such other documents as Lonza
may reasonably request, in order to facilitate the public sale
or other disposition of all or any of the Shares by Lonza,
provided, however, that the obligation of Geron to deliver
copies of prospectuses or preliminary prospectuses to Lonza
shall be subject to the receipt by Geron of reasonable
assurances from Lonza that Lonza will comply with the
applicable provisions of the Act and of such other securities
or blue sky laws as may be applicable in connection with any
use of such prospectuses or preliminary prospectuses.
4.5 All fees, disbursements and out-of-pocket expenses and costs
incurred by Geron in connection with the preparation and filing
of the Registration Statement under Section 4.1 and in
complying with applicable securities and Blue Sky laws
(including, without limitation, all attorneys' fees of Geron)
shall be borne by Geron. Lonza shall bear the cost of all fees
and expenses of Lonza's counsel.
4.6 Geron will advise Lonza promptly after it shall receive notice
or obtain knowledge of the issuance of any stop order by the
Commission delaying or suspending the effectiveness of the
Registration Statement or of the initiation of any proceeding
for that purpose, and Geron will use its commercially
reasonable efforts to prevent the issuance of any stop order or
to obtain its withdrawal as promptly as possible if such stop
order should be issued.
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4.7 With a view to making available to Lonza the benefits of Rule
144 (or its successor rule) and any other rule or regulation of
the Commission that may at the time permit Lonza to sell the
Shares to the public without registration, Geron covenants and
agrees to: (i) make and keep public information available, as
those terms are understood and defined in Rule 144, until the
earliest of (A) such date as all of the Shares may be resold
pursuant to Rule 144(k) or any other rule of similar effect or
(B) such date as all of the Shares shall have been resold; and
(ii) file with the Commission in a timely manner all reports
and other documents required of Geron under the Act and under
the Exchange Act of 1934, as amended.
4.8 Lonza will cooperate with Geron in all respects in connection
with this Agreement, including timely supplying all
information reasonably requested by Geron (which shall include
all information regarding Lonza and proposed manner of sale of
the Shares required to be disclosed in any Registration
Statement) and executing and returning all documents
reasonably requested in connection with the registration and
sale of the Shares and entering into and performing their
obligations under any underwriting agreement, if the offering
is an underwritten offering, in usual and customary form, with
the managing underwriter or underwriters of such underwritten
offering. Nothing in this Agreement shall obligate Lonza to
consent to be named as an underwriter in any Registration
Statement.
5. INDEMNIFICATION.
5.1 Geron agrees to indemnify and hold harmless Lonza (and each
person, if any, who controls Lonza within the meaning of
Section 15 of the Act, and each officer and director of Lonza)
against any and all losses, claims, damages or liabilities (or
actions or proceedings in respect thereof), joint or several,
directly or indirectly based upon or arising out of (i) any
untrue statement or alleged untrue statement of any material
fact contained in the Registration Statement, any preliminary
prospectus, final prospectus or summary prospectus contained
therein or used in connection with the offering of the Shares,
or any amendment or supplement thereto, or (ii) any omission
or alleged omission to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading; and Geron will reimburse each such indemnified
party for any legal or any other expenses reasonably incurred
by them in connection with investigating, preparing, pursuing
or defending any such loss, claim, damage, liability, action
or proceeding, except insofar as any such loss, claim, damage,
liability, action, proceeding or expense arises out of or is
based upon (A) an untrue statement or alleged untrue statement
or omission or alleged omission made in the Registration
Statement, any such preliminary prospectus, final prospectus,
summary prospectus, amendment or supplement in reliance upon
and in conformity with written information furnished to Geron
by or on behalf of Lonza expressly for use in the preparation
thereof, (B) the failure of Lonza to comply with its covenants
and agreements contained in Sections 7.1 or 7.5.2 hereof or
(C) any misstatement or omission in any prospectus that is
corrected in any subsequent prospectus that was delivered to
Lonza prior to the pertinent sale or sales by Lonza. Such
indemnity shall remain in full force and effect, regardless of
any investigation made by such indemnified party and shall
survive the transfer of the Shares by Lonza.
5.2 Lonza agrees to indemnify and hold harmless Geron (and each
person, if any, who controls Geron within the meaning of
Section 15 of the Act, and each officer and director of Geron)
from and against losses, claims, damages or liabilities (or
actions or proceedings in respect thereof), joint or several,
directly or indirectly based upon or arising out of, (i) any
failure of Lonza to comply with the covenants and agreements
contained in Sections 7.1 and 7.5.2 hereof or (ii) any untrue
statement of a material fact contained in the Registration
Statement or any omission of a material fact required to be
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stated in the Registration Statement or necessary in order to
make the statements in the Registration Statement not
misleading if such untrue statement or omission was made in
reliance upon and in conformity with written information
furnished to Geron by or on behalf of Lonza specifically for
use in preparation of the Registration Statement; provided,
however, that Lonza shall not be liable in any such case for
(A) any untrue statement or omission in the Registration
Statement, prospectus, or other such document which statement
is corrected by Lonza and delivered to Geron prior to the sale
from which such loss occurred, (B) any untrue statement or
omission in any prospectus which is corrected by Lonza in any
subsequent prospectus, or supplement or amendment thereto, and
delivered to Geron prior to the sale or sales from which a
loss or liability arose, or (C) any failure by Geron to
fulfill any of its obligations under Section 5.1 hereof.
5.3 Promptly after receipt by any indemnified person of a notice
of a claim or the beginning of any action in respect of which
indemnity is to be sought against an indemnifying person
pursuant to this Section 5, such indemnified person shall
notify the indemnifying person in writing of such claim or of
the commencement of such action, but the omission to so notify
the indemnifying party will not relieve it from any liability
which it may have to any indemnified party under this Section
5 (except to the extent that such omission materially and
adversely affects the indemnifying party's ability to defend
such action) or from any liability otherwise than under this
Section 5. Subject to the provisions hereinafter stated, in
case any such action shall be brought against an indemnified
person, the indemnifying person shall be entitled to
participate therein, and, to the extent that it shall elect by
written notice delivered to the indemnified party promptly
after receiving the aforesaid notice from such indemnified
party, shall be entitled to assume the defense thereof, with
counsel reasonably satisfactory to such indemnified person.
After notice from the indemnifying person to such indemnified
person of its election to assume the defense thereof, such
indemnifying person shall not be liable to such indemnified
person for any legal expense subsequently incurred by such
indemnified person in connection with the defense thereof,
provided, however, that if there exists or shall exist a
conflict of interest that would make inappropriate, in the
reasonable opinion of counsel to the indemnified person, for
the same counsel to represent both the indemnified person and
such indemnifying person or any affiliate or associate
thereof, the indemnified person shall be entitled to retain
its own counsel at the expense of such indemnifying person;
provided, however, that no indemnifying person shall be
responsible for the fees and expenses of more than one
separate counsel (together with appropriate local counsel) for
all indemnified parties. In no event shall any indemnifying
person be liable in respect to any amounts paid in settlement
of any action unless the indemnifying person shall have
approved the terms of such settlement. No indemnifying person
shall, without the prior written consent of the indemnified
person, effect any settlement of any pending or threatened
proceeding in respect of which any indemnified person is a
party, unless such settlement includes an unconditional
release of such indemnified person from all liability on
claims that are the subject matter of such proceeding.
5.4 The provisions of this Section 5 shall survive the termination
of this Agreement.
6. REPRESENTATIONS AND ACKNOWLEDGEMENT OF GERON.
Geron hereby represents, warrants and covenants to Lonza as follow:
6.1 Organization, Good Standing and Qualification. Geron is a
corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware and has all
requisite corporate power and authority to carry on its
business as now conducted and as presently proposed to be
conducted. Geron is duly qualified to transact business and is
in good standing as a foreign corporation in each jurisdiction
in which the failure to so qualify would have a material
adverse effect on its business or properties.
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6.2 Authorization. Geron has full right, power, authority and
capacity to enter into this Agreement and to consummate the
transactions contemplated hereby and thereby and has taken all
necessary action to authorize the execution, delivery and
performance of this Agreement. Upon execution and delivery,
this Agreement will constitute a valid and binding obligation
of Geron enforceable against Geron in accordance with its
terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent transfer, liquidation or similar laws relating to,
or affecting generally, the enforcement of creditor's rights
and remedies or by other equitable principles of general
application from time to time in effect.
6.3 Valid Issuance of Common Stock. The Shares, when issued, sold
and delivered in accordance with the terms hereof for the
consideration expressed herein, will be duly and validly
authorized and issued, fully paid and nonassessable and free
of restrictions on transfer other than restrictions on
transfer under this Agreement and applicable state and federal
securities laws.
6.4 Legal Proceedings and Orders. There is no action, suit,
proceeding or investigation pending or threatened against
Geron that questions the validity of this Agreement or the
right of Geron to enter into this Agreement or to consummate
the transactions contemplated hereby, nor is Geron aware of
any basis for any of the foregoing. Geron is neither a party
nor subject to the provisions of any order, writ, injunction,
judgment or decree of any court or government agency or
instrumentality that would affect the ability of Geron to
enter into this Agreement or to consummate the transactions
contemplated hereby.
7. REPRESENTATIONS AND ACKNOWLEDGMENTS OF LONZA.
Lonza hereby represents, warrants, acknowledges and agrees that:
7.1 Investment. Lonza is acquiring the Shares for Lonza's own
account, and not directly or indirectly for the account of any
other person. Lonza is acquiring the Shares for investment and
not with a view to distribution or resale thereof, except in
compliance with the Act and any applicable state law
regulating securities.
7.2 Access to Information. Lonza has consulted with its own
attorney, accountant, or investment advisor as Lonza has
deemed advisable with respect to the investment and has
determined its suitability for Lonza. Lonza has had the
opportunity to ask questions of, and to receive answers from,
appropriate executive officers of Geron with respect to the
terms and conditions of the transactions contemplated hereby
and with respect to the business, affairs, financial condition
and results of operations of Geron. In connection with the
transactions contemplated hereunder, Geron may disclose to
Lonza information which may constitute material, non-public
information regarding Geron, and Lonza agrees to maintain in
confidence any such information; provided, however, such
information shall not include information (a) that is or
becomes part of the public domain, (b) that was in Lonza's
possession without any obligation of confidentiality prior to
the date Geron disclosed such information to Lonza, or (c)
that is supplied to Lonza by a third party which is not
subject to any restriction of confidentiality or
non-disclosure. Lonza has had access to such financial and
other information as is necessary in order for Lonza to make a
fully informed decision as to investment in Geron, and has had
the opportunity to obtain any additional information necessary
to verify any of such information to which Lonza has had
access. Lonza acknowledges that neither Geron nor any of its
officers, directors, employees, agents, representatives, or
advisors have made any representation or warranty other than
those specifically expressed herein.
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7.3 Business and Financial Expertise. Lonza further represents and
warrants that it has such business or financial expertise as
to be able to evaluate its investment in Geron and purchase of
the Shares.
7.4 Speculative Investment. Lonza acknowledges that the investment
in Geron represented by the Shares is highly speculative in
nature and is subject to a high degree of risk of loss in
whole or in part; the amount of such investment is within
Lonza's risk capital means and is not so great in relation to
Lonza's total financial resources as would jeopardize the
personal financial needs of Lonza in the event such investment
were lost in whole or in part.
7.5 Unregistered Securities. Lonza acknowledges that:
7.5.1 Lonza must bear the economic risk of investment for
an indefinite period of time because the Shares have
not been registered under the Act and therefore
cannot and will not be sold unless they are
subsequently registered under the Act or an
exemption from such registration is available.
Geron has made no agreements, covenants or
undertakings whatsoever to register any of the
Shares under the Act, except as provided in Section
4 above. Geron has made no representations,
warranties or covenants whatsoever as to whether any
exemption from the Act, including, without
limitation, any exemption for limited sales in
routine brokers' transactions pursuant to Rule
144 under the Act, will become available. Any
such exemption pursuant to Rule 144, if available at
all, will not be available unless: (i) a public
trading market then exists in Geron's Common Stock,
(ii) Geron has complied with the information
requirements of Rule 144, and (iii) all other terms
and conditions of Rule 144 have been satisfied.
7.5.2 Transfer of the Shares has not been registered or
qualified under any applicable state law regulating
securities and, therefore, the Shares cannot and will
not be sold unless they are subsequently registered
or qualified under any such act or an exemption
therefrom is available. Geron has made no agreements,
covenants or undertakings whatsoever to register or
qualify any of the Shares under any such act. Geron
has made no representations, warranties or covenants
whatsoever as to whether any exemption from any such
act will become available.
7.5.3 Lonza hereby certifies that it is an "Accredited
Investor" as that term is defined in Rule 501 under
the Act.
7.6 Authorization. Lonza has full right, power, authority and
capacity to enter into this Agreement and to consummate the
transactions contemplated hereby and thereby and has taken all
necessary action to authorize the execution, delivery and
performance of this Agreement. Upon execution and delivery,
this Agreement will constitute a valid and binding obligation
of Lonza enforceable against Lonza in accordance with its
terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent transfer, liquidation or similar laws relating to,
or affecting generally, the enforcement of creditor's rights
and remedies or by other equitable principles of general
application from time to time in effect.
8. TAX ADVICE. Lonza acknowledges that Lonza has not relied and will not
rely upon Geron or Geron's counsel with respect to any tax consequences
related to the ownership, purchase, or disposition of the Shares. Lonza
assumes full responsibility for all such consequences and for the
preparation and filing of all tax returns and elections which may or
must be filed in connection with the Shares.
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9. NOTICES. Any notice or other communication required or permitted
hereunder shall be in writing and shall be deemed to have been duly
given on the date of delivery if delivered personally or by facsimile,
or one day, not including Saturdays, Sundays, or national holidays,
after sending if sent by national overnight delivery service, or five
days, not including Saturdays, Sundays, or national holidays, after
mailing if mailed by first class United States mail, certified or
registered with return receipt requested, postage prepaid, and
addressed as follows:
To Geron at: Geron Corporation
000 Xxxxxxxxxxxx Xxxxx
Xxxxx Xxxx, Xxxxxxxxxx 00000
Attention: Chief Financial Officer
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
With a copy to: Geron Corporation
000 Xxxxxxxxxxxx Xxxxx
Xxxxx Xxxx, Xxxxxxxxxx 00000
Attention: Senior Director, Legal
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
To Lonza at: Lonza Walkersville, Inc.
0000 Xxxxx Xxxx Xxxx
Xxxxxxxxxxxx, Xxxxxxxx 00000
Attention: Xxx Xxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
With a copy to: Lonza America Inc.
00 Xxxxxxxx Xxxxx
Xxxxxxxxx, Xxx Xxxxxx 00000
Attention: Assistant General Counsel
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
10. BINDING EFFECT. This Agreement shall be binding upon the heirs, legal
representatives and successors of Geron and of Lonza.
11. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, without giving
effect to its conflicts of laws provisions.
12. INVALID PROVISIONS. In the event that any provision of this Agreement
is found to be invalid or otherwise unenforceable by a court or other
tribunal of competent jurisdiction, such invalidity or unenforceability
shall not be construed as rendering any other provision contained
herein invalid or unenforceable, and all such other provisions shall be
given full force and effect to the same extent as though the invalid
and unenforceable provision was not contained herein.
13. COUNTERPARTS. This Agreement may be executed in any number of identical
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
14. AMENDMENTS. This Agreement or any provision hereof may be changed,
waived, or terminated only by a statement in writing signed by the
party against whom such change, waiver or termination is sought to be
enforced.
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15. FUTURE COOPERATION. Each of the parties hereto agrees to cooperate at
all times from and after the date hereof with respect to all of the
matters described herein, and to execute such further assignments,
releases, assumptions, amendments of the Agreement, notifications and
other documents as may be reasonably requested for the purpose of
giving effect to, or evidencing or giving notice of, the transactions
contemplated by this Agreement.
16. ENTIRE AGREEMENT. This Agreement, and the MSA, and Project Order No. 1
thereto as amended, constitute the entire agreement of the parties
pertaining to the Shares and supersede all prior and contemporaneous
agreements, representations, and understandings of the parties with
respect thereto.
REST OF PAGE INTENTIONALLY LEFT BLANK
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the Effective Date.
Geron Corporation
/s/ Xxxxx X. Xxxxxxxxx
-------------------------------------------
By: Xxxxx X. Xxxxxxxxx
Title: Executive Vice President and Chief
Financial Officer
LonzaWalkersville, Inc.
/s/ Xxxxx X. Xxxxxxxx
-------------------------------------------
By: Xxxxx X. Xxxxxxxx
Title: President
LonzaWalkersville, Inc.
/s/ Xxxxxxx X. Xxxxxxxx
-------------------------------------------
By: Xxxxxxx X. Xxxxxxxx
Title: Business Sector Controller
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