STOCK PURCHASE AGREEMENT

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EXHIBIT 10.0

THIS STOCK PURCHASE AGREEMENT ("Agreement") is made and entered into as of June 2, 2003, by and between GERON CORPORATION, a Delaware corporation having its principal place of business at 000 Xxxxxxxxxxxx Xxxxx, Xxxxx Xxxx, Xxxxxxxxxx 00000 ("Geron"), and TRANSGENOMIC, INC., a Delaware corporation having its principal place of business at 00000 Xxxxx Xxxxxx, Xxxxx, Xxxxxxxx 00000 ("Transgenomic").

X.: Xxxxx and Transgenomic are the parties to a License Amendment Agreement, of even date herewith, under which Transgenomic has agreed to purchase certain shares of Geron's common stock, par value $.001 per share (the "Common Stock") pursuant to the terms and conditions hereof.
X.: Xxxxx and Transgenomic wish to enter into this Agreement in order to specify the terms and conditions upon which the shares of Common Stock will be issued by Geron to Transgenomic.

THE PARTIES AGREE AS FOLLOWS:

1.

ISSUANCE OF SHARES; PURCHASE PRICE.

1.1: In consideration of the mutual promises contained in the License Amendment Agreement, on the Closing Date Geron will issue to Transgenomic three hundred and ten thousand (310,000) shares of Geron's Common Stock (the "Shares").
1.2: The purchase price for the Shares shall be $5.05 per share, and the total purchase price for the Shares shall be one million, five hundred and sixty five thousand, and five hundred United States Dollars (US$1,565,500.00).

2.

CLOSING; DELIVERY.

2.1: The consummation of the transaction contemplated by this Agreement (the "Closing") shall be held at a mutually convenient location on June 2, 2003 (the "Closing Date"). At the Closing, Transgenomic shall pay to Geron the full purchase price for the Shares by wire transfer to an account designated by Geron, and Geron shall deliver to Transgenomic, or its designee, one or more certificates representing all of the Shares. Such Shares shall be issued in the name of Transgenomic or its designee and in such denominations as Transgenomic or its designee shall specify.

3.

REGISTRATION OF SHARES.

3.1: Geron represents and warrants that the sale of the Shares to Transgenomic has been registered under the Act by way of a Registration Statement on Form S-3 filed by the Company with the Securities and Exchange Commission on January 29, 2002 (the "Registration Statement") and that such Registration Statement is effective under the Act and that no stop order suspending the effectiveness of the Registration Statement has been issued by the SEC in connection therewith and no proceedings for that purpose have been instituted or are pending, or the Geron's knowledge, have been threatened by the SEC. Geron agrees that all Shares will be delivered to Transgenomic at the Closing without any restriction on resale or legend. At the Closing, Geron will deliver to Transgenomic a copy of the prospectus contained in the Registration Statement, along with a final prospectus supplement describing the sale of Shares to Transgenomic hereunder in the form which has been filed by Geron with the SEC pursuant to Rule 424(b)5 under the Act, and shall further provide such additional copies of the prospectus and prospectus supplement to Transgenomic as may be necessary to meet all requirements of the Act with respect to Transgenomic's resale of said Shares,

including Section 4(3) thereof. Neither the Registration Statement (including, the prospectus contained therein and the information or documents incorporated by reference therein), as of the time it was declared effective, nor any amendments or prospectus supplements thereto, each as of the time of filing, contain any untrue statement of a material fact or omit to state a fact required to be stated therein or necessary to make the statements therein not misleading.

3.2: Geron will maintain the Registration Statement and any post-effective amendment thereto filed under this Section 4 effective under the Act until the earliest of (i) the date that none of the Shares covered by such Registration Statement are issued and outstanding, (ii) the date that all of the Shares have been sold pursuant to such Registration Statement, (iii) the date Transgenomic receives an opinion of counsel to Geron, which counsel shall be reasonably acceptable to Transgenomic, that the Shares may be sold under the provisions of Rule 144 without limitation as to volume, (iv) the date that all Shares have been otherwise transferred to persons who may trade such shares without restriction under the Act, and Geron has delivered a new certificate or other evidence of ownership for such securities not bearing a restrictive legend, or (v) the date all Shares may be sold at any time, without volume or manner of sale limitations pursuant to Rule 144(k) or any similar provision then in effect under the Act in the opinion of counsel to Geron, which counsel shall be reasonably acceptable to Transgenomic.
3.3: Geron, at its expense, shall furnish to Transgenomic 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 Transgenomic may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Shares by Transgenomic, provided, however, that the obligation of Geron to deliver copies of prospectuses or preliminary prospectuses to Transgenomic shall be subject to the receipt by Geron of reasonable assurances from Transgenomic that Transgenomic 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.
3.4: All fees, disbursements and out-of-pocket expenses and costs incurred by Geron in complying with applicable securities and Blue Sky laws (including, without limitation, all attorneys' fees of Geron) shall be borne by Geron. Transgenomic shall bear the cost of fees and expenses of its counsel.
3.5: Geron will advise Transgenomic, promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of the Registration Statement or of the initiation of any proceeding for that purpose, that Geron will use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued.
3.6: Transgenomic 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 Transgenomic 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.

4.

INDEMNIFICATION.

4.1: Geron agrees to indemnify and hold harmless Transgenomic (and each person, if any, who controls Transgenomic within the meaning of Section 15 of the Act, and each officer and

director of Transgenomic) against any and all losses, claims, damages or liabilities (or actions or proceedings in respect thereof), joint or several, directly or indirectly based upon or arising out of (i) any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, any preliminary prospectus, final prospectus or summary prospectus contained therein or used in connection with the offering of the Shares, or any amendment or supplement thereto, or (ii) any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and Geron will reimburse each such indemnified party for any legal or any other expenses reasonably incurred by them in connection with investigating, preparing, pursuing or defending any such loss, claim, damage, liability, action or proceeding, except insofar as any such loss, claim, damage, liability, action, proceeding or expense (A) arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to Geron by Transgenomic or such other person expressly for use in the preparation thereof, (B) any misstatement or omission in any prospectus that is corrected in any subsequent prospectus that was delivered to Transgenomic prior to the pertinent sale or sales by Transgenomic. 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 Transgenomic.

4.2: Transgenomic agrees to indemnify and hold harmless Geron (and each person, if any, who controls Geron within the meaning of Section 15 of the Act, each officer of Geron who signs the Registration Statement and each director of Geron) from and against losses, claims, damages or liabilities (or actions or proceedings in respect thereof), joint or several, directly or indirectly based upon or arising out of any untrue statement of a material fact contained in the Registration Statement or any omission of a material fact required to be stated in the Registration Statement or necessary in order to make the statements in the Registration Statement not misleading if such untrue statement or omission was made in reliance upon and in conformity with written information furnished to Geron by on behalf of Transgenomic specifically for use in preparation of the Registration Statement; provided, however, that Transgenomic 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 Transgenomic 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 Transgenomic 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 4.1 hereof.
4.3: 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 4, 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 4 (except to the extent that such omission materially and adversely affects the indemnifying party's ability to define such action) or from any liability otherwise than under this Section 4. Subject to the provisions hereinafter stated, in case any such action shall be brought against an indemnified person, the indemnifying person shall be entitled to participate therein, and, to the extent that is 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 on separate counsel (together with appropriate local counsel) for all indemnified parties. In no event shall any indemnifying person be liable in respect to any amounts paid in settlement of any action unless the indemnifying person shall have approved the terms of such settlement. No indemnifying person shall, without the prior written consent of the indemnified person, effect any settlement of any pending or threatened proceeding in respect of which any indemnified person is or could have been a party and indemnification could have been sought hereunder by such indemnified person, unless such settlement includes an unconditional release of such indemnified person from all liability on claims that are the subject matter of such proceeding.

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

5.: REPRESENTATIONS AND ACKNOWLEDGEMENT OF GERON.

Geron hereby represents, warrants and covenants to Transgenomic as follow:

5.1: 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.
5.2: Authorization. All corporate action on the party of Company, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement, the performance of all obligations of Company hereunder and the authorization, issuance and delivery of the Shares has been taken or will be taken prior to the Closing, and this Agreement, when executed and delivered will constitute valid and legally binding obligations of Geron, enforceable against Geron in accordance with their terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other laws of general application affecting enforcement of creditors' rights generally, as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.
5.3: 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.
5.4: 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 this transactions contemplated hereby, nor is Geron aware of any basis for any of the forgoing. 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.

6.: REPRESENTATIONS AND ACKNOWLEDGMENTS OF TRANSGENOMIC.

Transgenomic hereby represents, warrants, acknowledges and agrees that:

6.1: Access to Information. Transgenomic has consulted with its own attorney, accountant, or investment advisor as Transgenomic has deemed advisable with respect to the investment and has determined its suitability for Transgenomic. Transgenomic 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. Transgenomic 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.
6.2: Business and Financial Expertise. Transgenomic 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.
6.3: Speculative Investment. Transgenomic 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 Transgenomic's risk capital means and is not so great in relation to Transgenomic's total financial resources as would jeopardize the personal financial needs of Transgenomic in the event such investment were lost in whole or in part.

7.: TAX ADVICE. Transgenomic acknowledges that Transgenomic 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. Transgenomic 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.
8.: 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
		To Transgenomic at:		Transgenomic, Inc. 00000 Xxxxx Xxxxxx Xxxxx, Xxxxxxxx 00000 Attention: Chief Financial Officer Telephone: (000) 000-0000 Facsimile: (000) 000-0000

9.: BINDING EFFECT. This Agreement shall be binding upon the heirs, legal representatives and successors of Geron and of Transgenomic; provided, however, that transgenomic may not assign any rights or obligations under this Agreement.
10.: GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of California.
11.: 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.
12.: 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.
13.: 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.
14.: 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.
15.: ENTIRE AGREEMENT. This Agreement and the Supply Agreement 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.

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

	Geron Corporation
	/s/ XXXXX X. XXXXXXXXX
	By:		Xxxxx X. Xxxxxxxxx
	Title:		Chief Financial Officer and Senior Vice President, Corporate Development
	Transgenomic, Inc.
	/s/ XXXXXXXX X. XXXXXX
	By:		Xxxxxxxx X. Xxxxxx
	Title:		Vice President, Secretary and Treasurer

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