0001157523-09-001306 Sample Contracts

Underwriting Agreement, Dated February 12, 2009, Among the Company, UBS Securities LLC and Lazard Capital Markets LLC
Underwriting Agreement • February 17th, 2009 • Geron Corp • Pharmaceutical preparations • New York

Geron Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule A annexed hereto (the “Underwriters”), for whom you are acting as representative, an aggregate of 7,250,000 shares (the “Shares”) of common stock, $0.001 par value per share (the “Common Stock”), of the Company. The Shares are described in the Prospectus which is referred to below.

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