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): July 15, 2005
GERON CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 0-20859 75-2287752
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(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 July 15, 2005, Geron Corporation ("Geron") and Merck & Co., Inc., a
New Jersey corporation ("Merck"), entered into a Research, Development and
Commercialization License Agreement (the "Agreement") which provides Merck with
a worldwide exclusive license to develop and commercialize cancer vaccines
targeting telomerase, excluding vaccines utilizing dendritic cell technology.
Under the terms of the Agreement, Geron will receive an upfront payment
of $2.5 million, milestone payments upon achievement of certain development and
regulatory events, and royalties on future product sales.
Geron and Merck will conduct a joint research and development program
to optimize, and expedite the demonstration of efficacy and tolerability of, a
potential telomerase vaccine. The companies will form a Joint Research Committee
and a Joint Development Committee to coordinate the research program and
clinical development, respectively. Each company will bear all of its own costs
related to the research program; Merck will bear all costs of clinical
development.
Geron will continue to develop its dendritic cell-based telomerase
cancer vaccine which is currently in Phase I/II clinical trials at Duke
University Medical Center. Under the terms of the Agreement, Merck will pay
Geron an additional $1 million for an exclusive option, to be exercised within
two years, to negotiate a separate agreement covering Geron's dendritic
cell-based vaccine. The structure and terms of an agreement for the dendritic
cell vaccine will be negotiated should Merck exercise its rights under the
option.
Geron has also issued to Merck a warrant to purchase $18 million of
Geron common stock at an exercise price equal to the per share price of Geron's
next underwritten public offering, if any. The warrant must be exercised by
Merck in the event Geron completes an underwritten public offering of its common
stock before July 15, 2007, if such public offering meets certain criteria, but
it will otherwise expire on that date.
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.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements.
None.
(b) Pro Forma Financial Information
None.
(c) Exhibits:
4.1+ Form of Warrant, dated July 15, 2005, issued by
the Company to Merck & Co., Inc.
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+ Certain portions of this Exhibit, for which confidential treatment has been
granted, have been omitted and filed separately with the Securities and
Exchange Commission.
SIGNATURE
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: July 18, 2005 By: /s/ Thomas B. Okarma
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Thomas B. Okarma
President and
Chief Executive Officer