Item 1.01 Entry into a Material Definitive Agreement.

On June 29, 2009, Geron Corporation (“Geron”) and GE Healthcare UK Limited, a UK Limited Company (“GEHC”), entered into an Exclusive License and Alliance Agreement (the “Agreement”) which provides GEHC with a worldwide exclusive license to develop and commercialize cellular assay products derived from human embryonic stem cells for use in in vitro assay applications, including drug discovery and development, drug monitoring, drug toxicology testing and consumer products testing (the “Cellular Assay Products Field”). Separately, Geron also granted to GEHC a sublicense (the “Sublicense”) under certain patent rights that it licenses from the Wisconsin Alumni Research Foundation (“WARF”) relating to human embryonic stem cells.

Geron will receive up-front payments from GEHC under the Agreement and the Sublicense. Under the terms of the Agreement, Geron will also receive milestone payments from GEHC upon achievement of certain product sales events, and royalties on future product sales.

Geron and GEHC will conduct a joint Alliance Program to develop and commercialize products under the Agreement, and will form an Alliance Steering Committee, with representatives from each company, to coordinate and manage the Alliance Program. GEHC will be responsible for all costs incurred by GEHC relating to the Alliance Program, all costs incurred by Geron for activities undertaken at Geron related to the Alliance Program, including the funding of Geron scientists working on the Alliance Program, and certain nonrefundable payments to Geron related to the Alliance Program.

Geron will receive certain rights to intellectual property generated in the Alliance Program for use in its cellular therapeutics programs. GEHC will receive certain rights to intellectual property generated in the Alliance Program for use in and beyond the Cellular Assay Products Field, but excluding cellular therapeutics.

Subject to earlier termination as described below, the term of the Agreement will continue until the expiration of all royalty obligations under the Agreement. GEHC may terminate the Agreement without cause upon 90 days written notice to Geron. In addition, either party may terminate the Agreement for cause (i) upon a material breach of the Agreement which remains uncured by the breaching party after 90 days of receipt of notice of the breach by the nonbreaching party and (ii) in the event of the other party’s financial insolvency. If GEHC terminates the Agreement for cause and it cannot be made whole by Geron through legal recourse, its exclusive license will continue with certain adjustments in GEHC’s financial obligations to Geron. If Geron terminates the Agreement for cause, GEHC’s exclusive license under the Agreement terminates.

The foregoing summary is qualified in its entirety by reference to the full text of the Agreement, which is incorporated in this report by reference and attached as Exhibit 10.1.

A copy of the press release announcing the entry into the Agreement by the Company is attached hereto as Exhibit 99.1.

Item 8.01 Other Events.

The Company deems the following information to be material:

      The information disclosed in Item 1.01 hereof is incorporated by reference into this Item 8.01.

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