UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549
FORM 8-KCURRENT REPORTPURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): April 5, 2005 GERON CORPORATION
(Exact name of registrant as specified in its charter)
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
230 CONSTITUTION DRIVEMENLO PARK, CALIFORNIA94025
(Address of principal executive offices, including zip code)
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On April 5, 2005, Geron Corporation ("the Company") and Exeter Life
Sciences, an Arizona corporation ("Exeter"), entered into a Formation and
Shareholders Agreement (the "FSA") and Contribution and License Agreement (the
"CLA") to establish a joint venture called stART Licensing, Inc. ("stART"). The
Company and Exeter own 49.9% and 50.1% of stART, respectively. stART will manage
and license a broad portfolio of intellectual property rights related to animal
Pursuant to the CLA, the Company granted a worldwide, exclusive,
non-transferable license, with the right to sublicense, to its patent rights to
nuclear transfer technology for use in animal cloning. These patent rights
include patents originally licensed from the Roslin Institute in Edinburgh,
Scotland in conjunction with Geron's 1999 acquisition of Roslin BioMed, as well
as patents covering technology arising from subsequent animal cloning work that
the Company funded at the Roslin Institute. Geron has retained all rights to
nuclear transfer technology for use in human cells. Exeter granted a worldwide,
exclusive, non-transferable license, with the right to sublicense, to its patent
rights for the use of the Roslin nuclear transfer technology for the production
of proteins in milk of animals, as well as rights to other cloning technologies,
including chromatin transfer, a technology developed at the University of
Pursuant to the FSA, Exeter will provide initial operating capital and
other management services for stART. Exeter will make an initial capital
contribution, of which an amount is immediately payable and the remainder will
be provided from time to time, but in any event within 24 months following the
execution of the FSA. Geron has no financial obligations to provide operating
capital to stART and received an upfront payment in cash of $4.0 million from
stART upon the execution of the FSA. Geron is also entitled to receive payments
upon achievement of certain future milestones.
The Board of Directors of stART initially shall comprise five members,
three of whom (including the Chairman) shall be nominated by Exeter and two of
whom shall be nominated by Geron. A supermajority approval is necessary to
execute certain actions.
Item 8.01 Other Events.The Company deems the following information to be material:
The Company's Press Release, dated April 6, 2005, is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements.
(b) Pro Forma Financial Information
99.1Press Release of Geron Corporation dated April 6, 2005.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: April 8, 2005 By: /s/ David J. Earp
David J. Earp
Senior Vice President
Chief Patent Counsel
Dates Referenced Herein and Documents Incorporated by Reference