Geron Corp – ‘8-K’ for 4/5/05

On:  Friday, 4/8/05, at 5:29pm ET   ·   For:  4/5/05   ·   Accession #:  1157523-5-3205   ·   File #:  0-20859

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Geron Corporation 8-K                                  2     13K 
 2: EX-99.1     Geron Corporation Exhibit 99.1                         2±    11K 

8-K   —   Geron Corporation 8-K
Document Table of Contents

8-K
1st Page of 2
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 ___________

FORM 8-K

CURRENT REPORT
PURSUANT 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)

     Delaware                     0-20859                   75-2287752
(State or other jurisdiction    (Commission File Number)        (IRS Employer   
      of incorporation)                                      Identification No.)

230 CONSTITUTION DRIVE
MENLO PARK, CALIFORNIA 94025
(Address of principal executive offices, including zip code)

(650) 473-7700
(Registrant's telephone number, including area code)

 N/A
 (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    
CFR 230.425)                                                            

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17      
CFR 240.14a-12)                                                         

[ ] 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))                                      

8-K
Last Page of 2
TOC
1st
Previous
Next
↓Bottom
Just 2nd
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 
reproductive technologies.                                                      

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       
Massachusetts.                                                                  

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.                                

None.                                           

(b)  Pro Forma Financial Information                      

None.                                           

(c)  Exhibits:                                            

            99.1 Press Release of Geron Corporation dated April 6, 2005.

SIGNATURES

  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.                                           

                                               GERON CORPORATION

Date: April 8, 2005                                    By: /s/ David J. Earp    
                                                           ---------------------
                                                   David J. Earp
                                                           Senior Vice President
                                                           Corporate Development
                                                          Chief Patent Counsel

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		4/8/05		2					None on these Dates
		4/6/05		2
For Period End:		4/5/05		1		2
									List all Filings