Change Order No. 1 under Work Order No. 1 under Master Services Agreement by and between the Registrant and Parexel International (IRL) Limited, dated June 19, 2019

exhibit 10.1

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE GERON Corporation HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO GERON Corporation IF PUBLICLY DISCLOSED.

CHANGE ORDER #1

Parexel and Client signed a Work Order dated January 30, 2019.  The parties wish to amend said Work Order as applicable and hereby agree as follows:

Parexel Key Personnel.  The following Parexel Key Personnel, as defined in Section 2.5 of the Agreement, are assigned to the Project covered by this Work Order:

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE GERON CORPORATION HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO GERON CORPORATION IF PUBLICLY DISCLOSED.

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Parexel Sub-Processors.  The following Parexel Sub-Processors, as defined in Attachment E of the Agreement, are assigned to the Project:

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE GERON CORPORATION HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO GERON CORPORATION IF PUBLICLY DISCLOSED.

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Any changes to Sub-Processors shall be made pursuant to Sections 7.4 and 7.5 of Attachment E.

No term or condition other than the above shall be amended by this Change Order.  

[Signatures on following page]

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE GERON CORPORATION HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO GERON CORPORATION IF PUBLICLY DISCLOSED.

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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE GERON CORPORATION HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO GERON CORPORATION IF PUBLICLY DISCLOSED.

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ATTACHMENT 1

CHANGE IN SCOPE LOG 1

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE GERON CORPORATION HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO GERON CORPORATION IF PUBLICLY DISCLOSED.

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CHANGE IN SCOPE LOG

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE GERON CORPORATION HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO GERON CORPORATION IF PUBLICLY DISCLOSED.

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Parexel Project #[***]

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE GERON CORPORATION HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO GERON CORPORATION IF PUBLICLY DISCLOSED.

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Parexel Project #[***]

ATTACHMENT 2

SPECIFICATIONS AND ASSUMPTIONS

{7 pages omitted}

[***]

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE GERON CORPORATION HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO GERON CORPORATION IF PUBLICLY DISCLOSED.

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Parexel Project #[***]

ATTACHMENT 3
TASKS & RESPONSIBILITIES

{21 pages omitted}

[***]

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE GERON CORPORATION HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO GERON CORPORATION IF PUBLICLY DISCLOSED.

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Parexel Project #[***]

ATTACHMENT 4
Budget grid summary

Table 1 – Budget Grid Summary

[***]

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE GERON CORPORATION HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO GERON CORPORATION IF PUBLICLY DISCLOSED.

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Parexel Project #[***]

ATTACHMENT 5
[***] PAYMENT SCHEDULE

{2 pages omitted}

[***]

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE GERON CORPORATION HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO GERON CORPORATION IF PUBLICLY DISCLOSED.

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