UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): March 1, 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))
Item 1.01 Entry into a Material Definitive Agreement.
On March 1, 2005, Geron Corporation ("the Company") and the Biotechnology
Research Corporation Limited, a company incorporated under the laws of Hong Kong
("BRC"), entered into a Joint Venture Agreement (the "Agreement") to establish a
joint venture in Hong Kong called TA Therapeutics Limited ("TAT"). The Company
and BRC each will own 50% of TAT. TAT will conduct research and commercially
develop products that utilize telomerase activator drugs to restore the
regenerative and functional capacity of cells in various organ systems that have
been impacted by senescence, injury, or chronic disease.
Pursuant to the Agreement, the Company will contribute scientific
leadership, development expertise, intellectual property, and capital to TAT.
BRC will provide scientific leadership, a research team, capital, and laboratory
facilities. The Company and BRC each have agreed to contribute financially to
fund the operations of TAT. BRC has agreed to an initial capital contribution of
$6 million, payable in six equal quarterly payments. Three months after BRC has
fully paid this amount, the Company will contribute $2 million, payable in two
equal quarterly payments.
The Board of Directors of TAT initially shall comprise six members. For so
long as the Company and BRC each own 50% of TAT, the Company and BRC each are
entitled to appoint three members to serve on the Board of Directors. Subject to
the final authority of the Board of Directors, a Joint Operating Committee
consisting of two representatives of the Company and two representatives of BRC
shall oversee and provide day-to-day management of the research, development,
and commercialization activities of TAT.
BRC is a company established by the Hong Kong University of Science and
Technology, the Company's research partner.
Item 8.01 Other Events.
The Company deems the following information to be material:
The Company's Press Release, dated March 2, 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 March 2, 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: March 7, 2005 By: /s/ David L. Greenwood
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David L. Greenwood
Executive Vice President and Chief
Financial Officer