EXCLUSIVE LICENSE AND ALLIANCE AGREEMENT by and between GE HEALTHCARE UK LIMITED and GERON CORPORATION

Unless specifically set forth to the contrary herein, the following terms, whether used in the singular or plural, shall have the respective meanings set forth below:

“Affiliate” means any individual, corporation, association or other business entity which directly or indirectly controls, is controlled by or is under common control with the Party in question. As used in this definition of “Affiliate,” the term “control” means the direct or indirect ownership of fifty percent (50%) or more of the stock having the right to vote for directors thereof or the ability to otherwise control the management of the corporation or other business entity whether through the ownership of voting securities, by contract, resolution, regulation or otherwise; provided, however, that the term “Affiliate” shall not include subsidiaries or other entities in which a Party or its Affiliates owns a majority of the ordinary voting power necessary to elect a majority of the board of directors or other governing body, but is restricted from electing such majority by contract or otherwise until the time such restrictions are no longer in effect.

“Alliance Invention” shall mean any process, method, composition of matter, article of manufacture, discovery or finding that is conceived and/or reduced to practice during and as a result of the Alliance Program and “Invent” shall mean the act of conception and/or reduction to practice of such Invention. Alliance Inventions shall be summarized in the Final Report specified in Section 2.9.

“Alliance Know-How” shall mean any information and materials, including but not limited to discoveries, improvements, processes, methods, protocols, formulas, data, inventions, know-how and trade secrets, patentable or otherwise, which arise during and as a result of the Alliance Program, (i) are conceived, developed, or reduced to practice solely by a Party or jointly by the Parties and, (ii) are not generally known and (iii) are owned by a Party or jointly by the Parties. For the avoidance of doubt, Alliance Know-How shall exclude Geron Know-How and GEHC Know-How. Alliance Know-How shall be summarized in the Final Report specified in Section 2.9.

“Alliance Patent Rights” shall mean all Patent Rights covering Inventions arising from the Alliance Program. All Alliance Patent Rights shall be summarized in the Final Report specified in Section 2.9.

“Alliance Program” shall mean the product development activities undertaken by the Parties hereto under the Alliance Workplan as set forth in Schedule 2.2.

“Alliance Program Initiation Date” shall mean July 1, 2009.

“Alliance Program Term” shall have the meaning provided in Section 2.3.

“Alliance Steering Committee” or “ASC” shall mean the committee, as more fully described in Section 2.6.

“Calendar Half” shall mean the respective periods of six (6) consecutive calendar months ending on June 30 and December 31.

“Calendar Year” shall mean each successive period of twelve (12) months commencing on January 1 and ending on December 31.

“Cellular Assay Products Field” shall mean the use of Cellular Assay Products for in vitro assay applications, including but not limited to drug discovery and development, drug monitoring, drug toxicology testing, and consumer products testing, but excluding the use of any Cellular Assay Product in any therapeutic or diagnostic application.

“Cellular Assay Product” shall mean, collectively, Patent Products and Know-How Products.

“Commercially Reasonable Efforts” shall mean, (a) with respect to the efforts to be expended by a Party to accomplish a particular objective, the good-faith and diligent efforts that such Party would normally use to accomplish a similar objective under similar circumstances, and (b) with respect to the research, development or commercialization of a Cellular Assay Product, such efforts as are substantially equivalent to those efforts and resources commonly used by GEHC for a comparable product, taking into account commercially relevant factors such as (as applicable) stage of development, product life, market potential and regulatory issues.

“Development Report” shall mean a written report, as specified in Section 4.4, containing the following elements: (a) a summary of Cellular Assay Products and services related thereto being developed by GEHC and (b) a summary of Cellular Assay Products and services related thereto which have been developed by GEHC, their existing markets, their potential markets, and any future development work opportunities to enhance their performance.

“Effective Date” shall mean the date set forth in the first paragraph of this Agreement.

In the event that a Cellular Assay Product is sold in combination with a second, discrete product or service or incorporated in another product or service (jointly referred to as a “Combination Product”), then GEHC shall make an adjustment to the calculation of Net Sales to account for the fair value of the Cellular Assay Product in proportion to the invoice price of the Combination Product. The adjustment shall be based on the following principles:

(i). Prior Opportunity for Comment GEHC shall provide advance written notice to Geron before entering into any Third Party license arrangement projected by GEHC to resulting reduced royalty payments to Geron under this section. Such written notice shall be for the purpose of allowing Geron to review and provide comment on the proposed Third Party license arrangement. The notice shall be provided no less than 45 (forty five) days prior to the entry into any such Third Party license agreement, and shall specify: (a) the technology and / or intellectual property rights that are the subject of the proposed license; (b) the Patent Product(s) to which the Third Party license are expected to be relevant and (c) the likely relevant terms of the Third Party license and the projected royalty adjustment to affected Patent Products. GEHC shall duly consider any comments provided by Geron with respect to the proposed Third Party license, and shall inform Geron of its response to any Geron comment. The decision to enter into any Third Party license shall be made by GEHC, in its sole discretion, provided that Geron shall have the right to raise issues of substance to a member of the executive team of GEHC’s Life Sciences division if not in agreement with the GEHC decision. Nothing in this Section 5.2.2 (b) (i) shall give Geron the right to review or comment on any Third Party license agreement entered into by GEHC prior to the Effective Date of this Agreement. This Section 5.2.2 (b)(i) shall be subject to any confidentiality obligations between GEHC and the Third Party with which GEHC is considering entering into a license arrangement with which may restrict the disclosure of either the identity of the Third Party or any commercial or other legal terms being negotiated with such party.

(ii). Calculation For every * percent (* %) paid in royalties to a Third Party by GEHC pursuant to Section 5.2.2(b)(i), the royalties payable to Geron with respect to such Patent Products may be reduced by * percent (* %), provided that the royalty payable to Geron shall not be reduced below the minimum rate identified in Schedule 5.2.2(b). For the avoidance of doubt, royalties paid to Geron in the ▇▇▇▇ Patent Sublicense Agreement cannot be considered as royalties to a Third Party.

(a) During the term of this Agreement following the First Commercial Sale of a Patent Product, GEHC shall furnish to Geron a written report for the Calendar Half showing the Net Sales of all Cellular Assay Products sold by GEHC during the reporting period and the royalties payable under this Agreement. Reports and payment shall be due on the forty-fifth (45^th) day following the close of each Calendar Half. Royalties shown to have accrued by each royalty report shall be due and payable on the date such royalty report is due. GEHC shall keep complete and accurate records in sufficient detail to enable the royalties payable hereunder to be determined. For the calendar quarters that GEHC does not have payment due, Geron may request and GEHC shall provide reasonable estimates of the Net Sales in that quarter within thirty (30) days of receipt of the written request.

(b) Reports and payments shall be sent to:

Geron Corporation
Attention: Controller
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

(a) Geron will use only human embryonic stem cells derived from the * cell lines which are listed on the NIH stem cell registry for all activities under this Agreement unless otherwise agreed upon in writing by the Parties;

(b) to the best of Geron’s knowledge, the Geron Background Patent Rights and Geron Know-How exist and are not invalid or unenforceable, in whole or in part, in the Cellular Assay Products Field and the Limited Field;

(c) it has the full right, power and authority to enter into this Agreement, to perform its obligations under the Alliance Program and to grant the licenses granted under Article 3 hereof;

(d) it has not previously assigned, transferred, conveyed or otherwise encumbered its right, title and interest in Geron Background Patent Rights or Geron Know-How in the Cellular Assay Products Field;

(e) it is the sole and exclusive owner or licensee of the Geron Background Patent Rights and Geron Know-How, all of which are free and clear of any liens, charges and encumbrances, and no other person, corporate or other private entity, or governmental entity or subdivision thereof, has or shall have any claim of ownership whatsoever with respect to the Geron Background Patent Rights and Geron Know-How in the Cellular Assay Products Field; and

(f) to the best of Geron’s knowledge there are no claims, judgments or settlements against or owed by Geron and no pending or threatened claims or litigation relating to the Geron Background Patent Rights and Geron Know-How; and

(g) Geron shall amend Schedule 1.21 to add any Patent Rights that, as of the Effective Date, were wholly owned by, or assigned to, Geron, which were not included in Schedule 1.21 as of the Effective Date, and are reasonably necessary for the development and commercialization of products under this Agreement, and for which Geron has the right to license to GEHC. This warranty is limited as specified in Schedule 7.1.1(g); and

(h) Geron shall list Geron Future Patent Rights on a Schedule 1.24, but at a minimum, shall update such schedule on an annual basis to add any Patent Rights that arise where such Patent Rights are wholly owned by or assigned to, Geron, and are reasonably necessary for the development and commercialization of Cellular Assay Products in the Cellular Assay Products Field, and for which Geron has the right to license to GEHC.

(a) it has the full right, power and authority to enter into this Agreement, and to perform its obligations under the Alliance Program, and to grant the licenses granted under Article 3 hereof;

(b) to the best of GEHC’s knowledge, it owns or has licensed all intellectual property rights that as of the Effective Date it reasonably believes is necessary or will be necessary to develop and commercialize products in the Cellular Assay Products Field;

(c) it has had a full opportunity to conduct, and has conducted, a diligence review of the Geron Background Patent Rights, Geron Know-How and other matters relevant to this Agreement.

(a) Alliance Patent Rights and Alliance Know-How conceived and/or reduced to practice solely by employees or agents of Geron shall be owned solely by Geron (the “Geron Alliance IP Rights”);

(b) Alliance Patent Rights and Alliance Know-How conceived and/or reduced to practice solely by employees or agents of GEHC shall be owned solely by GEHC (the “GEHC Alliance IP Rights”); and

(c) Alliance Patent Rights and Alliance Know-How conceived and/or reduced to practice jointly by employees of GEHC or Geron or others acting on behalf of GEHC and Geron shall be jointly owned by the Parties (the “Joint Alliance IP Rights”).

(d) The Parties shall cooperate fully and promptly to assure execution of all necessary documents, including assignments, to effect the ownership of Alliance Inventions as provided for in this Section.

(a) Geron shall use Commercially Reasonable Efforts to file, prosecute and maintain in the Territory the Geron Background Patent Rights and Geron Future Patent Rights licensed to GEHC under this Agreement at Geron’s sole expense. Geron shall provide GEHC with annual updates on prosecution of Geron Background Patent Rights and Geron Future Patent Rights relevant to the Cellular Assay Products Field and shall cooperate with GEHC with respect to strategies for securing patent protection for the Cellular Assay Products Field. All final decisions with respect to filing, prosecution and maintenance of Geron Patent Background Rights and Geron Future Patent Rights shall be made by Geron.

(b) In the event that Geron decides not to maintain an issued patent listed in Schedule 1.21 or 1.24, it shall timely notify GEHC, and GEHC shall have the right, at its sole discretion, to maintain the patent. Geron shall execute such documents and perform such acts at its expense as may be reasonably necessary for GEHC to perform such maintenance. In such event, and only in the territory for which GEHC has paid such maintenance expenses, royalties due in association with such patent licensed hereunder shall be reduced to zero if no other Valid Patent Claims apply.

(c) In the event that there is a provision by legislation in any country for the extension of the term of the Geron Background Rights and Geron Future Patent Rights licensed to GEHC under this Agreement in that country, then Geron shall undertake to use all reasonable efforts to obtain such extension, if so requested by GEHC.

(a) Geron shall, within ten (10) days of learning of such event, inform GEHC of any request for, or filing or declaration of, any interference, opposition, reissue or reexamination relating to Geron Background Patent Rights or Geron Future Patent Rights. GEHC and Geron shall thereafter consult and cooperate fully to determine a course of action with respect to any such proceeding. All final decisions with respect to such proceedings shall be made by Geron. Geron shall use Commercially Reasonable Efforts to defend any interference, opposition, reissue or reexamination relating to Geron Background Patent Rights or Geron Future Patent Rights licensed to GEHC under this Agreement at Geron’s sole expense.

(b) Any decision to initiate any reexamination, interference or reissue proceeding relating to Geron Background Patent Rights or Geron Future Patent Rights relevant to the Cellular Assay Products Field shall be taken in consultation with GEHC, but any final decision with respect to such proceedings shall be made by Geron.

(c) In connection with any interference, opposition, reissue, or reexamination proceeding relating to Geron Background Patent Rights or Geron Future Patent Rights relevant to the Cellular Assay Products Field, GEHC and Geron will cooperate fully and will provide each other with any information or assistance that either may reasonably request. Geron shall keep GEHC informed of developments in any such action or proceeding, including, to the extent permissible by law, consultation on any settlement, the status of any settlement negotiations and the terms of any offer related thereto. Any final decision to settle any such action shall be made by Geron.

(d) Geron shall bear the expense of any interference, opposition, reexamination, or reissue proceeding relating to Geron Background Patent Rights or Geron Future Patent Rights.

(a) If either Party hereto becomes aware that Geron Background Patent Rights or Geron Future Patent Rights are being or have been infringed by any Third Party in the Cellular Assay Products Field, such Party shall make Commercially Reasonable Efforts to promptly notify the other Party hereto in writing describing the facts relating thereto in reasonable detail.

(b) Geron, at its sole discretion, may either take action to ▇▇▇▇▇ such infringement or may choose not to take action to ▇▇▇▇▇ the infringement as follows. If Geron *, except, however, if GEHC *:

(i) Enforcement Action at Geron’s Expense. Geron may, * with respect to * and *, in connection with any such Action. Any amounts recovered in such Action shall be * and any remainder * shall be *. In any Action *, GEHC shall *.

(ii) Enforcement Action With Shared Expense. In the event that * may, * with respect to *. Further, *. The Parties shall *.

Prior to the commencement of any Action, in the event that *.

Upon commencement of any Action under this Section 9.2.3(b)(ii), the Parties shall *.

GEHC shall provide Geron with such assistance and information as may be useful to Geron in connection with Geron’s taking such Action. GEHC shall have a right to review and comment, in accordance with the confidentiality obligations set forth in Section 6, on Geron’s enforcement of the Valid Patent Claims in the Cellular Assay Products Field, including the right to review and approve any proposed settlement of an infringement action prior to Geron’s entering into such an agreement. Any recovery or damages for infringement derived through Geron taking such Action shall be applied as follows: (a) first, reimbursement to both Geron and GEHC for the expenses of litigation, including reasonable attorneys’ fees (if the recovery does not cover all the costs, the recovery shall be split depending on the percentage contribution of the parties to the litigation), (b) the balance of the any recovery or damages, except enhanced damages, shall be rewarded to GEHC as Net Sales and (c) Geron and GEHC shall share all enhanced damages in equal shares.

(iii) If Geron does not take action to ▇▇▇▇▇ the infringement of the Licensed Patents within * (*) months of receiving an Infringement Notice, GEHC may reduce its royalty obligations under this Agreement as follows: in the event that, and for so long as, sales of Infringing Products (as defined below) compete with the sale of Patent Products, then the royalties owed under Section 5.2 on sales of Patent Products in a country in which Infringing Products are sold shall be reduced by * (*%) percent in such country. “Infringing Products” means products or services that allegedly infringe one or more Valid Patent Claims.

(a) GEHC shall have the first right to file, prosecute and maintain in the Territory, upon appropriate consultation with Geron, the GEHC Alliance Patent Rights and Joint Alliance Patent Rights, and Geron shall have the first right to file, prosecute and maintain in the Territory, upon appropriate consultation with GEHC, the Geron Alliance Patent Rights. For Joint Alliance Patent Rights, the maintenance costs shall be shared by both Parties unless GEHC gives up its right to maintain such rights pursuant to Section 9.3.1(c). Neither Geron nor GEHC shall grant any license to a Third Party under its ownership interest in Joint Alliance Patent Rights that is in conflict with the rights granted in this Agreement. Geron and GEHC each shall timely perform any acts requested by the other for the other to grant licenses under, or otherwise exploit its rights in, its ownership interest in Joint Alliance Patent Rights consistent with the terms of this Agreement.

(b) Each Party shall promptly provide a written report to the other Party of any potentially patentable Alliance Know-How that may be solely or partially owned by the other Party prior to the filing of any corresponding patent application, together with the Party’s determination of inventorship for that Invention. With respect to all proposed Alliance Patent Rights for which a patent application is to be filed, the filing Party shall give the non-filing Party an opportunity to review the text of the application before filing, shall consult with the non-filing Party with respect thereto, including with respect to determination of inventorship and ownership. The filing Party shall supply the non-filing Party with a copy of the application as filed, together with notice of its filing date and serial number. Upon request by the non-filing Party, the filing Party shall also provide the non-filing Party with timely copies of all papers related to the prosecution and maintenance of patents and patent applications covering Alliance Patent Rights at least thirty (30) days in advance of the filing of any response and shall take into account any comments and suggestions made by the non-filing Party. Each Party shall promptly give notice to the other of the allowance, grant, lapse, revocation, surrender, invalidation or abandonment of any Alliance Patent Rights for which it is responsible for the filing, prosecution and maintenance. With respect to all filings hereunder, the filing Party shall be responsible for payment of all costs and expenses related to such filings.

(c) If the Party with the first right to file, prosecute or maintain Alliance Patent Rights elects not to do so, it shall timely notify the other Party, and the other Party shall have the right, at its sole expense, to file, prosecute or maintain, as applicable, such Alliance Patent Rights. The non-filing Party shall execute such documents and perform such acts at its expense as may be reasonably necessary for the other to perform such filing, prosecution and/or maintenance.

(a) Each Party shall, within ten (10) days of learning of such event, inform the other of any request for, or filing or declaration of, any interference, opposition, reissue or reexamination relating to Alliance Patent Rights. The right to control any such proceeding with respect to Alliance Patent Rights shall be as specified with respect to patent filing, prosecution and maintenance in Section 9.3.1.

(b) Neither Party shall initiate any reexamination, interference or reissue proceeding relating to Alliance Patent Rights without the prior written consent of the other, which consent shall not be unreasonably withheld.

(c) In connection with any interference, opposition, reissue, or reexamination proceeding relating to Alliance Patent Rights, GEHC and Geron will cooperate fully and will provide each other with any information or assistance that either may reasonably request. Each Party shall keep the other informed of developments in any such action or proceeding, including, to the extent permissible by law, consultation on and approval of any settlement, the status of any settlement negotiations and the terms of any offer related thereto.

(d) Geron shall bear the expense of any interference, opposition, reexamination, or reissue proceeding relating to Geron Alliance Patent Rights. GEHC shall bear the expense of any interference, opposition, reexamination, or reissue proceeding relating to GEHC Alliance Patent Rights. For Joint Alliance Patent Rights, the costs for interference, opposition, reexamination, or reissue proceeding shall be shared by both Parties unless GEHC gives up its right to maintain such rights pursuant to Section 9.3.1(c). If the costs are being shared, the Parties shall use good faith efforts to mutually agree on any strategy in handling interference, opposition, reexamination or reissue matters. For Joint Alliance Patent Rights where the Parties are sharing the costs, GEHC shall have the final decision regarding interference, opposition, reexamination or reissue matters. In the event that either Party has given up its filing, prosecution and/or maintenance rights pursuant to Section 9.3.1(c) and the other Party has acquired such rights, the acquiring Party shall have the decision making rights as well as bear the cost burden for any interference, opposition, reexamination or reissue.

Enforcement and Defense of Alliance Know-How and Alliance Patent Rights

(a) Each Party shall promptly give the other notice of either (i) any infringement of Alliance Patent Rights, (ii) any declaratory judgment action relating to Alliance Patent Rights or (iii) any misappropriation or misuse of Alliance Know-How that is licensed hereunder, that may come to its attention. Geron shall have the right to initiate and prosecute, at its own expense, actions to terminate any infringement of Geron Alliance Patent Rights and/or to control the defense of any declaratory judgment action relating to Geron Alliance Patent Rights. GEHC shall have the right to initiate and prosecute, at its own expense, actions to terminate any infringement of GEHC Alliance Patent Rights and/or to control the defense of any declaratory judgment action relating to GEHC Alliance Patent Rights. The Parties shall use good faith efforts to mutually agree on any strategy (and cost-sharing arrangement) to initiate and prosecute actions to terminate any infringement of Joint Alliance Patent Rights and/or to control the defense of any declaratory judgment action relating to Joint Alliance Patent Rights. The Parties shall use good faith efforts to mutually agree on any strategy to bring non-patent legal action to address any misappropriation or misuse of Alliance Know-How. In the event that either Party has given up its filing, prosecution and/or maintenance rights pursuant to Section 9.3.1(c) and the other Party has acquired such rights, the acquiring Party shall have the decision making rights for any actions as well as bear the cost burden. For Joint Alliance Patent Rights where the Parties are sharing the maintenance costs, GEHC shall have the final decision regarding enforcement and defense.

(b) With respect to infringement of Alliance Patent Rights, if the Party having the right to initiate and prosecute an action as provided in this Section 9.3.3 elects not to exercise such right, it shall promptly inform the other, and at the request of the other Party, the Parties shall agree upon a strategy and cost-sharing arrangement under which the other Party may initiate and prosecute such action and/or control the defense of such declaratory judgment action in the name of one or both of the Parties as necessary and/or appropriate. For any action to terminate any infringement of Alliance Patent Rights or address any misappropriation or misuse of Alliance Know-How, in the event that a first Party is unable to initiate or prosecute such action solely in its own name, the other Party will join such action voluntarily and will execute and cause its Affiliates to execute all documents necessary for the first Party to initiate litigation to prosecute and maintain such action.

(c) In connection with any action under this Section 9.3.3, GEHC and Geron will cooperate fully and will provide each other with any information or assistance that either may reasonably request. Each Party shall keep the other informed of developments in any action or proceeding, including, to the extent permissible by law, consultation on and approval of any settlement, the status of any settlement negotiations and the terms of any offer related thereto. Each Party shall have the right to be represented by counsel of its own choice.

9.3.4

Any recovery obtained by either or both GEHC and Geron in connection with or as a result of any action contemplated by this Section, whether by settlement or otherwise, shall be shared in order as follows:

(a) the Party which initiated and prosecuted the action shall recoup all of its costs and expenses incurred in connection with the action;

(b) the other Party shall then, to the extent possible, recover its costs and expenses incurred in connection with the action; and

(c) the amount of any recovery remaining shall then be allocated between the Parties on a pro rata basis taking into consideration the relative economic losses suffered by each Party.

9.3.5

Except in connection with a Change of Control (as defined in Section 11.4.2), if either Party shall desire to assign its interest in any Joint Alliance Patent Rights, it shall offer first in writing to assign its interest in said patent or patent application to the other Party on the same terms and conditions as that offered by a prospective bona fide assignee. The Party to whom the Joint Alliance Patent Rights is offered shall have sixty (60) days within which to accept the offer. If such offer is not accepted within the sixty (60) day period, the offering Party may at any time thereafter assign its interest in the patent or patent application to a Third Party on no less favorable terms and conditions than those offered by the bona fide assignee.

9.4

Infringement of Third Party Intellectual Property In the event of a claim that a Cellular Assay Product infringes intellectual property belonging to a Third Party, Geron shall provide to GEHC such assistance as GEHC may reasonably request, at GEHC’s expense, in connection with any proceedings related to such infringement claim, including but not limited to making available to GEHC such records, information and evidence in Geron’s possession or control which may be of assistance to GEHC.

9.5

Patent Marking and Product Labeling GEHC agrees to include patent numbers or appropriate patent marking on all Patent Products sold by GEHC to the extent required by law to secure full rights to claim damages for patent infringement. The label or package insert of all Cellular Assay Products shall include a description of permitted field of use of the Cellular Assay Product. GEHC shall provide Geron with the template(s) of any label and/or package inserts of Cellular Assay Products for review and comment prior to the use of such templates. If Geron does not revert to GEHC with any comments within fourteen (14) days, then the template for the label and/or package insert shall be deemed accepted by Geron. In the event that there are material revisions to a template, GEHC shall provide Geron with such revision for review and comment prior to its use. If Geron does not revert to GEHC with any comments within fourteen (14) days, then the revision shall be deemed accepted by Geron.

10.

TERM AND TERMINATION

10.1

Term and Expiration This Agreement shall be effective as of the Effective Date and unless terminated earlier pursuant to Sections 10.2 or 10.3 below, this Agreement shall continue in effect until expiration of all royalty obligations hereunder.

10.2

Termination by GEHC Without Cause GEHC may terminate this Agreement without cause upon ninety (90) days written notice. GEHC’s payment obligations under Section 2.4(i) shall survive any such termination and shall be due thirty (30) days after the effective date of termination, unless GEHC’s payment obligation has already been fulfilled.

10.3

Termination for Cause

10.3.1

Notice and Cure In the event that a first Party views that the second Party is in material breach of its obligations hereunder then the first Party shall provide written notice to the second Party providing a detailed explanation of the asserted material breach. The second Party shall then either (1) cure such asserted material breach within ninety (90) days after actual receipt of such written notice (or such longer period as may be agreed by the Parties) or, if the second Party disagrees that it is in material breach, (2) initiate dispute resolution pursuant to Section 11.8 whereupon the ninety (90) day cure period shall be tolled until the dispute is resolved.

10.3.2

Material Breach Either Party may terminate this Agreement upon written notice for a material breach by the other Party but only after (1) the non-breaching Party has provided the breaching Party with notice and an opportunity to cure as specified in Section 10.3.1 and the breaching Party has failed to cure the breach; and (2) any dispute resolution invoked under Section 11.8 pertaining to the existence of a material breach has been resolved.

10.3.3

Financial Insolvency Either Party may terminate this Agreement upon written notice upon the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings, or upon an assignment of a substantial portion of the assets for the benefit of creditors by the other Party; provided, however, that in the case of any involuntary bankruptcy proceeding such right to terminate shall only become effective if the Party consents to the involuntary bankruptcy or such proceeding is not dismissed within ninety (90) days after the filing thereof.

10.3.4

Effect of Termination for Cause on Licenses

(a) If GEHC terminates this Agreement under Section 10.3 on the basis of material breach for which GEHC cannot otherwise be made whole by Geron through a legal action for damages initiated by GEHC, GEHC’s licenses pursuant to Section 3.1 shall continue and shall remain fully subject to all financial obligations set forth in Article 5, except that such obligations from the effective date of termination shall be reduced by * percent (* %). Notwithstanding the above, GEHC shall not have any obligation to make any milestone payments under Section 5.1.3 that are due after the effective date of termination hereunder.

If GEHC terminates this Agreement under Section 10.3 on the basis of material breach, Geron’s licenses pursuant to Section 3.2.1 shall terminate as of such termination date.

(b) If Geron terminates this Agreement under Section 10.3 on the basis of material breach, GEHC’s licenses pursuant to Section 3.1 shall terminate as of such termination date.

10.4

Invalidity Assertion Geron may terminate this Agreement for cause upon the initiation by, or on behalf of, GEHC or its Affiliates, of any action asserting invalidity of Geron Background Patent Rights, Geron Future Patent Rights and Geron’s interest in Alliance Patent Rights.

10.5

Conversion to Non-exclusive License

GEHC acknowledges that the exclusive licenses under Section 3.1 were granted by Geron based on certain commercial milestones agreed upon in this Agreement. In the event that the following commercial milestones are not reached by the times indicated below, Geron may provide a written request that GEHC make the milestone payment. In the event, that GEHC fails to make the milestone payment to Geron within * (*) days of such request, Geron may convert the exclusive license under Section 3.1.1 to a non-exclusive license. If the exclusive license under Section 3.1.1 is converted to a non-exclusive license under this Section 10.5, GEHC shall no longer have an obligation to make any milestone payments that are due after the effective date of conversion hereunder.

(a) Under Section 4.1, GEHC has a goal of commercially launching * Cellular Assay Products within * years of the Effective Date. If two Cellular Assay Products are not commercially launched within * years of the Effective Date, Geron may request a payment of such commercial launch milestone payments set forth in Section 5.1.2 in fulfillment of the * commercial launch milestones.

(b) Under Section 5.1.3(a), GEHC shall pay Geron a * dollars ($ * USD) payment upon first realization of total aggregate Net Sales of Cellular Assay Products of * dollars ($ * USD). If GEHC does not make total aggregate Net Sales of Cellular Assay Products of * dollars ($ * USD) by *, Geron may request the payment of * dollars ($ * USD).

(c) Under Section 5.1.3(b), GEHC shall pay Geron a * dollars ($ * USD) payment upon further realization of aggregate Net Sales of Cellular Assay Products of another * dollars ($ * USD) for a total aggregate Net Sales of * dollars ($ * USD). If GEHC does not make total aggregate Net Sales of Cellular Assay Products of * dollars ($ * USD) by *, Geron may request the payment of * dollars ($ * USD).

For the avoidance of doubt, any payments made in Sections 10.5 (a), (b) and (c) shall be credited to GEHC in the event that GEHC does fulfill such milestone after such payment, and this Section 10.5 shall not limit any of Geron’s rights under Section 10.3. In the event that the non-abatement of Infringing Products in Section 9.2.3(b)(iii) impacts the Net Sales of GEHC, the parties agree to reasonably adjust the deadlines in Section 10.5(b) and 10.5(c) to take into consideration the impact of the non-abatement.

10.6

Effect of Expiration or Termination; Survival

10.6.1

Expiration or termination of this Agreement shall not relieve the Parties of any obligation accruing prior to such expiration or termination. Any expiration or termination of this Agreement shall be without prejudice to the rights of either Party against the other accrued or accruing under this Agreement prior to expiration or termination, including, without limitation, the obligation to pay royalties for Product(s) sold prior to such expiration or termination. The provisions of Article 6 shall survive the expiration or termination of this Agreement and shall continue in effect for ten (10) years. In addition, the provisions of Articles 1, 7, 8, 9 and Sections 3.1.2, 3.2.1, 5.6, 10.3.4(a), 10.6.1, 11.5, 11.7, 11.8, 11.13, 11.14, and 11.15 shall survive any expiration or termination of this Agreement.

10.6.2

Return of Information No later than sixty (60) days after the effective date of any termination, each Party shall return or cause to be returned to the other Party all Information in tangible form received from the other Party and all copies thereof; provided, however that each Party may retain any Information reasonably necessary for such Party’s continued practice under any license(s) which do not terminate pursuant to this Section, and may keep one copy of Information received from the other Party in its confidential files for record purposes.

11. 

MISCELLANEOUS

11.1

Announcement

Except to the extent required by applicable law or as stated in Section 6.3.1, any press release or other public announcement or statement regarding the existence of this Agreement, or any of its terms or conditions, shall be subject to the other party’s written prior approval.

11.2

Force Majeure

11.2.1

Neither Party shall be held liable to the other Party nor be deemed to have defaulted under or breached this Agreement for failure or delay in performing any obligation under this Agreement to the extent that such failure or delay is caused by or results from causes beyond the reasonable control of the affected Party, potentially including, but not limited to, embargoes, war, acts of war (whether war be declared or not), insurrections, riots, civil commotions, strikes, lockouts or other labor disturbances, fire, floods, or other acts of God, or acts, omissions or delays in acting by any governmental authority or the other Party. The affected Party shall notify the other Party of such force majeure circumstances as soon as reasonably practical, and shall promptly undertake all reasonable efforts necessary to cure such force majeure circumstances.

11.3

Export Control

Both parties undertake to comply with all applicable export/reexport control laws and regulations issued by the country of origin, the U.S. Government, the United Nations or other similar international organization regarding the licensing and use of the technology and know-how covered by this Agreement and the transfer of any immediate products, including spare parts and accessories, based on such technology, including processes and services. The Parties agree that these obligations shall survive the termination of this Agreement. For the avoidance of doubt, GEHC shall be responsible for obtaining all necessary permits for the transport of any and all materials from Geron to a GEHC facility during the Alliance Workplan. Geron shall reasonably assist GEHC in obtaining all necessary permits, including, but not limited to, providing tariff codes and ECCN (Export Control Classification Number) as well as any other information GEHC may reasonably request, as well as providing and executing any other necessary documents for such purposes.

11.4

Assignment/ Change of Control

11.4.1

Except as provided in this Section 11.4, this Agreement may not be assigned or otherwise transferred, nor may any right or obligation hereunder be assigned or transferred, by either Party without the consent of the other Party. GEHC may, without Geron’s consent, assign this Agreement and its rights and obligations hereunder in whole or in part to an Affiliate or in connection with a Change of Control (as defined below). Geron may, without GEHC’s consent, assign this Agreement and its rights and obligations hereunder (except as specified below) in connection with a Change of Control.

11.4.2

For purposes of this Section 11.4, a “Change of Control” of a Party shall be deemed to occur if such Party is involved in a merger, reorganization or consolidation, or if there is a sale of all or substantially all of such Party’s assets or business relating to this Agreement or if a person or group other than the current controlling person or group shall effectively acquire control of the management and policies of such Party.

11.4.3

Any permitted assignee shall assume all obligations of its assignor under this Agreement. Any attempted assignment not in accordance with this Section 11.4 shall be void.

11.5

Severability

11.5.1

If any one or more of the provisions contained in this Agreement is held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby, unless the absence of the invalidated provision(s) adversely affects the substantive rights of the Parties. The Parties shall in such an instance use their best efforts to replace the invalid, illegal or unenforceable provision(s) with valid, legal and enforceable provision(s) which, insofar as practical, implement the purposes of this Agreement.

11.6

Notices

11.6.1

All notices which are required or permitted hereunder shall be in writing and sufficient if delivered personally, sent by facsimile (and promptly confirmed by personal delivery, registered or certified mail or overnight courier), sent by nationally-recognized overnight courier or sent by registered or certified mail, postage prepaid, return receipt requested, addressed as follows:

If to Geron, to:                    

Geron Corporation
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Corporate Development
Facsimile No.: (*) *

If to GEHC, to:

and:

General Counsel
GE Healthcare Bio-Sciences AB
▇▇▇▇▇▇▇▇▇▇ ▇▇
▇▇▇ ▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇
Facsimile No: + *

or to such other address(es) as the Party to whom notice is to be given may have furnished to the other Party in writing in accordance herewith. Any such notice shall be deemed to have been given: (a) when delivered, if personally delivered or sent by facsimile on a business day (or if delivered or sent on a non-business day, then on the next business day); (b) on the business day after dispatch, if sent by nationally-recognized overnight courier; or (c) on the fifth (5^th) business day following the date of mailing, if sent by mail.

11.7

Applicable Law

11.7.1

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware and the patent laws of the United States, without reference to any rules of conflict of laws.

11.8

Dispute Resolution

11.8.1

The Parties shall negotiate in good faith and use reasonable efforts to settle any dispute, controversy or claim arising from or related to this Agreement or the breach thereof. If the Parties do not fully settle, and a Party wishes to pursue the matter, each such dispute, controversy or claim that is not an “Excluded Claim” shall be finally resolved by binding arbitration in accordance with the Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes of the American Arbitration Association (“AAA”), and judgment on the arbitration award may be entered in any court having jurisdiction thereof.

11.8.2

The arbitration shall be conducted by a panel of three persons experienced in the pharmaceutical business: within thirty (30) days after initiation of arbitration, each Party shall select one person to act as arbitrator; and the two Party-selected arbitrators shall select a third arbitrator within thirty (30) days of their appointment. If the arbitrators selected by the Parties are unable or fail to agree upon the third arbitrator, the third arbitrator shall be appointed by the AAA. The place of arbitration shall be New York, New York, and all proceedings and communications shall be in English.

11.8.3

Either Party may apply to the arbitrators for interim injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved. Either Party also may, without waiving any remedy under this Agreement, seek from any court having jurisdiction any injunctive or provisional relief necessary to protect the rights or property of that Party pending the arbitration award. Each Party shall bear its own costs and expenses and attorneys’ fees and an equal share of the arbitrators’ fees and any administrative fees of arbitration.

11.8.4

Except to the extent necessary to confirm an award or as may be required by law, neither a Party nor an arbitrator may disclose the existence, content, or results of an arbitration without the prior written consent of both Parties. In no event shall an arbitration be initiated after the date when commencement of a legal or equitable proceeding based on the dispute, controversy or claim would be barred by the applicable Delaware statute of limitations.

11.8.5

The Parties agree that, in the event of a dispute over the nature or quality of performance under this Agreement, neither Party may terminate this Agreement until final resolution of the dispute through arbitration or other judicial determination. The Parties further agree that any payments made pursuant to this Agreement pending resolution of the dispute shall be refunded if an arbitrator or court determines that such payments are not due.

11.8.6

As used in this Section, the term “Excluded Claim” shall mean a dispute, controversy or claim that concerns (a) the validity or infringement of a patent, trademark or copyright; or (b) any antitrust, anti-monopoly or competition law or regulation, whether or not statutory.

11.9

Non-solicitation

Except as provided for under Section 2.4(a), during the term of this Agreement and for a period of one (1) year after the termination or expiration of this Agreement, the parties will not directly recruit any person employed by the other party to this Agreement.

11.10

Entire Agreement; Amendments

11.10.1

This Agreement contains the entire understanding of the Parties with respect to the Alliance Program and the licenses granted hereunder. Any other express or implied agreements and understandings, either oral or written, with regard to the Alliance Program or the licenses granted hereunder are superseded by the terms of this Agreement. This Agreement may be amended, or any term hereof modified, only by a written instrument duly executed by authorized representatives of both Parties hereto. The Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument

11.11

Headings

11.11.1

The captions to the several Articles and Sections hereof are not a part of this Agreement, but are merely for convenience to assist in locating and reading the several Articles and Sections hereof.

11.12

Independent Contractors

11.12.1

It is expressly agreed that Geron and GEHC shall be independent contractors and that the relationship between the Parties shall not constitute a partnership, joint venture or agency. Neither Geron nor GEHC shall have the authority to make any statements, representations or commitments of any kind, or to take any action, which shall be binding on the other Party, without the prior written consent of the other Party.

11.13

Waiver

11.13.1

The waiver by either Party hereto of any right hereunder, or of any failure of the other Party to perform, or of any breach by the other Party, shall not be deemed a waiver of any other right hereunder or of any other breach by or failure of such other Party, whether of a similar nature or otherwise.

11.14

Cumulative Remedies

11.14.1

No remedy referred to in this Agreement is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to in this Agreement or otherwise available under law.

11.15

Waiver of Rule of Construction

11.15.1

Each Party has had the opportunity to consult with counsel in connection with the review, drafting and negotiation of this Agreement. Accordingly, the rule of construction that any ambiguity in this Agreement shall be construed against the drafting Party shall not apply.