LEASE TERMINATION AND ADVANCE PAYMENT AGREEMENT

   /s/ David L. Greenwood                                    

By:

David L. Greenwood

   /s/ Robert L. Webster                                       

By:

Title:

Chairman

   /s/ Robert L. Webster                                       

By:

Robert L. Webster

Title:

President and CEO

The Company has agreed to issue, and the Acquirer has agreed to accept, shares of the Company’s common stock, par value $.001 per share (the “Common Stock”) to Acquirer in payment of the Company’s rent obligations for the period from April 1, 2004 through April 30, 2005 under a lease dated March 7, 2000 to the premises at 255 Constitution Drive, Menlo Park, California, as amended ( the “Lease”).

The Acquirer and the Company desire to specify the terms and conditions of the Company’s issuance of such common stock.

2.

CLOSING; DELIVERY

The consummation of the transaction contemplated by this Agreement (a “Closing”) shall be held at such time and place as is mutually agreed upon between the parties (the “Closing Date”). At the Closing, the Company shall deliver to the Acquirer one or more certificates representing all of the Shares, which Shares shall be issued in the name of the Acquirer or its designee and in such denominations as the Acquirer shall specify.

The Company’s obligations to issue and deliver the stock certificate(s) representing the Shares to the Acquirer at the Closing shall be subject to the following conditions, which may be waived by the Company:

the covenants and obligations that the Acquirer is required to perform or to comply with pursuant to this Agreement, at or prior to the Closing, must have been duly performed and complied with in all material respects; and

the representations and warranties made by the Acquirer herein shall be true and correct in all material respects as of the Closing Date.

The Acquirer’s obligation to accept delivery of the stock certificate(s) representing the Shares at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Acquirer:

the covenants and obligations that the Company is required to perform or to comply with pursuant to this Agreement, at or prior to the Closing, must have been duly performed and complied with in all material respects;

The Company shall have available under its Certificate of Incorporation sufficient authorized shares of Common Stock to issue the Shares to the Acquirer; and

the representation and warranties made by the Company herein shall be true and correct in all material respects as of any Closing Date.

3.

RESTRICTIONS ON RESALE OF SHARES.

Legends. The Acquirer understands and acknowledges that the Shares are not registered under the Securities Act of 1933 (the “Act”) and that under the Act and other applicable laws the Acquirer may be required to hold such Shares for an indefinite period of time. Each stock certificate representing Shares shall bear the following legends:

 “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). ANY TRANSFER OF SUCH SECURITIES SHALL BE INVALID UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR, IN THE OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY, SUCH REGISTRATION IS UNNECESSARY FOR SUCH TRANSFER TO COMPLY WITH THE ACT. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THE TERMS OF THE COMMON STOCK PURCHASE AGREEMENT, DATED AS OF March 23, 2004. A COPY OF THE AGREEMENT CAN BE OBTAINED FROM THE SECRETARY OF THE COMPANY.”

Limits on Sales. The Acquirer agrees that if it decides to resell some or all of the Shares, it will do so only in an appropriate manner based upon whether the shares are registered or unregistered, i.e., on the Nasdaq National Market or in a Rule 144A compliant transaction. Subject to the foregoing restrictions, the Acquirer may sell or resell the Shares in any lot size, or at any volume, desired by the Acquirer.

4.

REGISTRATION RIGHTS

The Company agrees to file with the Securities and Exchange Commission (“Commission”), as promptly as practicable and in any event within twenty (20) days after the execution of this Agreement by both parties, a registration statement under the Act (the “Registration Statement”), on Form S-3 or other appropriate form, so as to permit a non-underwritten public offering and resale of the Shares under the Act by the Acquirer. The Company agrees to diligently pursue making that registration statement effective. The Company will notify the Acquirer of the effectiveness of the Registration Statement within one business day of receiving notice from the Commission.

The Company will maintain the Registration Statement or post-effective amendment filed under this Section 3 effective under the Act until the earliest of (i) the date that none of the Shares covered by such Registration Statement are or may become issued and outstanding, (ii) the date that all of the Shares have been sold pursuant to such Registration Statement, (iii) the date the Acquirer receives an opinion of counsel to the Company, which counsel shall be reasonably acceptable to the Acquirer, that the Shares may be sold under the provisions of Rule 144 without limitation as to volume, (iv) the date that all Shares have been otherwise transferred to persons who may trade such shares without restriction under the Act, and the Company has delivered a new certificate or other evidence of ownership for such securities not bearing a restrictive legend, or (v) the date all Shares may be sold at any time, without volume or manner of sale limitations pursuant to Rule 144(k) or any similar provision then in effect under the Act in the opinion of counsel to the Company, which counsel shall be reasonably acceptable to the Acquirer (the “Effectiveness Period”).

All fees, disbursements and out-of-pocket expenses and costs incurred by the Company in connection with the preparation and filing of the Registration Statement under Section 3.1 and in complying with applicable securities and Blue Sky laws (including, without limitation, all attorneys' fees of the Company) shall be borne by the Company. The Acquirer shall bear the cost of underwriting and/or brokerage discounts, fees and commissions, if any, applicable to the Shares being registered and the fees and expenses of their counsel. The Company at its expense will supply the Acquirer with copies of the applicable Registration Statement and the prospectus included therein and other related documents in such quantities as may be reasonably requested by the Acquirer.

The Acquirer will cooperate with the Company in all respects in connection with this Agreement, including timely supplying all information reasonably requested by the Company (which shall include all information regarding the Acquirer and proposed manner of sale of the Shares required to be disclosed in any Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Shares and entering into and performing their obligations under any underwriting agreement, if the offering is an underwritten offering, in usual and customary form, with the managing underwriter or underwriters of such underwritten offering. Nothing in this Agreement shall obligate the Acquirer to consent to be named as an underwriter in any Registration Statement.

5.

REPRESENTATIONS AND ACKNOWLEDGEMENT OF THE COMPANY.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted and as presently proposed to be conducted. The Company is duly qualified to transact business and is in good standing as a foreign corporation in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

Authorization. All corporate action on the party of the Company, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement, the performance of all obligations of the Company hereunder and the authorization, issuance and delivery of the Shares has been taken or will be taken prior to the Closing, and this Agreement, when executed and delivered will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other laws of general application affecting enforcement of creditors’ rights generally, as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Valid Issuance of Common Stock. The Shares, when issued, sold and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly and validly authorized and issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement and applicable state and federal securities laws.

Legal Proceedings and Orders. There is no action, suit, proceeding or investigation pending or threatened against the Company that questions the validity of this Agreement or the right of the Company to enter into this Agreement or to consummate this transactions contemplated hereby, nor is the Company aware of any basis for any of the forgoing. The Company is neither a party nor subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality that would affect the ability of the Company to enter into this Agreement or to consummate the transactions contemplated hereby.

Form S-3 Eligibility. As of the date of this Agreement, the Company meets the requirements for the use of Form S-3 for registration of the resale by the Acquirer of the Shares, and it will use its commercially reasonable efforts to continue to meet such requirements during the period in which it takes to have the Registration Statement declared effective.

6.

REPRESENTATIONS AND ACKNOWLEDGMENTS OF THE ACQUIRER.

Investment. The Acquirer is acquiring the Shares for the Acquirer’s own account, and not directly or indirectly for the account of any other person. The Acquirer is acquiring the Shares for investment and not with a view to distribution or resale thereof except in compliance with the Act and any applicable state law regulating securities. If the Acquirer decides to resell some or all of the Shares, it will use a broker satisfactory to the Company, and cause or instruct the broker to sell in an orderly manner, limiting sales to lot-size and volumes consistent with normal trading levels in the Company's stock.

Access to Information. Acquirer has consulted with its own attorney, accountant, or investment advisor as the Acquirer has deemed advisable with respect to the investment and has determined its suitability for Acquirer. The Acquirer has had the opportunity to ask questions of, and to receive answers from, appropriate executive officers of the Company with respect to the terms and conditions of the transactions contemplated hereby and with respect to the business, affairs, financial condition and results of operations of the Company. The Acquirer has had access to such financial and other information as is necessary in order for the Acquirer to make a fully informed decision as to investment in the Company, and has had the opportunity to obtain any additional information necessary to verify any of such information to which the Acquirer has had access. Acquirer acknowledges that neither the Company nor any of its officers, directors, employees, agents, representatives, or advisors have made any representation or warranty.

Business and Financial Expertise. The Acquirer further represents and warrants that it has such business or financial expertise as to be able to evaluate its investment in the Company and purchase of the Shares.

Speculative Investment. The Acquirer acknowledges that the investment in the Company represented by the Shares is highly speculative in nature and is subject to a high degree of risk of loss in whole or in part; the amount of such investment is within the Acquirer’s risk capital means and is not so great in relation to the Acquirer’s total financial resources as would jeopardize the personal financial needs of the Acquirer in the event such investment were lost in whole or in part.

Unregistered Securities. Acquirer acknowledges that:

The Acquirer must bear the economic risk of investment for an indefinite period of time because the Shares have not been registered under the Act and therefore cannot and will not be sold unless they are subsequently registered under the Act or an exemption from such registration is available. The Company has made no agreements, covenants or undertakings whatsoever to register any of the Shares under the Act, except as provided in Section 3 above. The Company has made no representations, warranties or covenants whatsoever as to whether any exemption from the Act, including, without limitation, any exemption for limited sales in routine brokers’ transactions pursuant to Rule 144 under the Act, will become available and any such exemption pursuant to Rule 144, if available at all, will not be available unless: (i) a public trading market then exists in the Company’s common stock, (ii) the Company has complied with the information requirements of Rule 144, and (iii) all other terms and conditions of Rule 144 have been satisfied.

Transfer of the Shares has not been registered or qualified under any applicable state law regulating securities and, therefore, the Shares cannot and will not be sold unless they are subsequently registered or qualified under any such act or an exemption therefrom is available. The Company has made no agreements, covenants or undertakings whatsoever to register or qualify any of the Shares under any such act. The Company has made no representations, warranties or covenants whatsoever as to whether any exemption from any such act will become available.

The Acquirer hereby certifies that it is an “accredited investor” as that term is defined in Rule 501 under the Act.

To the Company at:

Geron Corporation

230 Constitution Drive

Menlo Park, California 94025

Attention: Chief Financial Officer

Telephone:

(650) 473-7700

Facsimile:

(650) 473-7750

To the Acquirer at:

Bohannon Development Company

60 Hillsdale Mall

San Mateo, CA ###-###-####

Attention: Chief Financial Officer

Telephone:

(650) 345-8222

Facsimile:

(650) 573-5457

     GERON CORPORATION

    /s/ David L. Greenwood                                  

     By:

David L. Greenwood

     Title:

Executive Vice President and Chief Financial Officer

     BOHANNON DEVELOPMENT COMPANY

    /s/ Robert L. Webster                                    

    By:

    Title:

Chairman

The Company has agreed to issue, and the Acquirer has agreed to accept, shares of the Company’s common stock, par value $.001 per share (the “Common Stock”) to Acquirer in payment of the Company’s rent obligations for the period from February 1, 2004 through July 31, 2008 under a lease dated January 20, 1993 to the premises at 200 Constitution Drive, Menlo Park, California, as amended and extended, and a lease dated March 25, 1996 to the premises at 230 Constitution Drive, Menlo Park, California, as amended and extended (collectively, the “Leases”).

The Acquirer and the Company desire to specify the terms and conditions of the Company’s issuance of such common stock.

2.

CLOSING; DELIVERY

The consummation of the transaction contemplated by this Agreement (a “Closing”) shall be held at such time and place as is mutually agreed upon between the parties (the “Closing Date”). At the Closing, the Company shall deliver to the Acquirer one or more certificates representing all of the Shares, which Shares shall be issued in the name of the Acquirer or its designee and in such denominations as the Acquirer shall specify.

The Company’s obligations to issue and deliver the stock certificate(s) representing the Shares to the Acquirer at the Closing shall be subject to the following conditions, which may be waived by the Company:

the covenants and obligations that the Acquirer is required to perform or to comply with pursuant to this Agreement, at or prior to the Closing, must have been duly performed and complied with in all material respects; and

the representations and warranties made by the Acquirer herein shall be true and correct in all material respects as of the Closing Date.

The Acquirer’s obligation to accept delivery of the stock certificate(s) representing the Shares at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Acquirer:

the covenants and obligations that the Company is required to perform or to comply with pursuant to this Agreement, at or prior to the Closing, must have been duly performed and complied with in all material respects;

The Company shall have available under its Certificate of Incorporation sufficient authorized shares of Common Stock to issue the Shares to the Acquirer; and

the representation and warranties made by the Company herein shall be true and correct in all material respects as of any Closing Date.

3.

RESTRICTIONS ON RESALE OF SHARES.

Legends. The Acquirer understands and acknowledges that the Shares are not registered under the Securities Act of 1933 (the “Act”) and that under the Act and other applicable laws the Acquirer may be required to hold such Shares for an indefinite period of time. Each stock certificate representing Shares shall bear the following legends:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). ANY TRANSFER OF SUCH SECURITIES SHALL BE INVALID UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR, IN THE OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY, SUCH REGISTRATION IS UNNECESSARY FOR SUCH TRANSFER TO COMPLY WITH THE ACT. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THE TERMS OF THE COMMON STOCK PURCHASE AGREEMENT, DATED AS OF March 23, 2004. A COPY OF THE AGREEMENT CAN BE OBTAINED FROM THE SECRETARY OF THE COMPANY.”

Limits on Sales. The Acquirer agrees that if it decides to resell some or all of the Shares, it will do so only in an appropriate manner based upon whether the shares are registered or unregistered, i.e., on the Nasdaq National Market or in a Rule 144A compliant transaction. Subject to the foregoing restrictions, the Acquirer may sell or resell the Shares in any lot size, or at any volume, desired by the Acquirer.

4.

REGISTRATION RIGHTS

The Company agrees to file with the Securities and Exchange Commission (“Commission”), as promptly as practicable and in any event within twenty (20) days after the execution of this Agreement by both parties, a registration statement under the Act (the “Registration Statement”), on Form S-3 or other appropriate form, so as to permit a non-underwritten public offering and resale of the Shares under the Act by the Acquirer. The Company agrees to diligently pursue making that registration statement effective. The Company will notify the Acquirer of the effectiveness of the Registration Statement within one business day of receiving notice from the Commission.

The Company will maintain the Registration Statement or post-effective amendment filed under this Section 3 effective under the Act until the earliest of (i) the date that none of the Shares covered by such Registration Statement are or may become issued and outstanding, (ii) the date that all of the Shares have been sold pursuant to such Registration Statement, (iii) the date the Acquirer receives an opinion of counsel to the Company, which counsel shall be reasonably acceptable to the Acquirer, that the Shares may be sold under the provisions of Rule 144 without limitation as to volume, (iv) the date that all Shares have been otherwise transferred to persons who may trade such shares without restriction under the Act, and the Company has delivered a new certificate or other evidence of ownership for such securities not bearing a restrictive legend, or (v) the date all Shares may be sold at any time, without volume or manner of sale limitations pursuant to Rule 144(k) or any similar provision then in effect under the Act in the opinion of counsel to the Company, which counsel shall be reasonably acceptable to the Acquirer (the “Effectiveness Period”).

All fees, disbursements and out-of-pocket expenses and costs incurred by the Company in connection with the preparation and filing of the Registration Statement under Section 3.1 and in complying with applicable securities and Blue Sky laws (including, without limitation, all attorneys' fees of the Company) shall be borne by the Company. The Acquirer shall bear the cost of underwriting and/or brokerage discounts, fees and commissions, if any, applicable to the Shares being registered and the fees and expenses of their counsel. The Company at its expense will supply the Acquirer with copies of the applicable Registration Statement and the prospectus included therein and other related documents in such quantities as may be reasonably requested by the Acquirer.

The Acquirer will cooperate with the Company in all respects in connection with this Agreement, including timely supplying all information reasonably requested by the Company (which shall include all information regarding the Acquirer and proposed manner of sale of the Shares required to be disclosed in any Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Shares and entering into and performing their obligations under any underwriting agreement, if the offering is an underwritten offering, in usual and customary form, with the managing underwriter or underwriters of such underwritten offering. Nothing in this Agreement shall obligate the Acquirer to consent to be named as an underwriter in any Registration Statement.

5.

REPRESENTATIONS AND ACKNOWLEDGEMENT OF THE COMPANY.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted and as presently proposed to be conducted. The Company is duly qualified to transact business and is in good standing as a foreign corporation in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

Authorization. All corporate action on the party of the Company, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement, the performance of all obligations of the Company hereunder and the authorization, issuance and delivery of the Shares has been taken or will be taken prior to the Closing, and this Agreement, when executed and delivered will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other laws of general application affecting enforcement of creditors’ rights generally, as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Valid Issuance of Common Stock. The Shares, when issued, sold and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly and validly authorized and issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement and applicable state and federal securities laws.

Legal Proceedings and Orders. There is no action, suit, proceeding or investigation pending or threatened against the Company that questions the validity of this Agreement or the right of the Company to enter into this Agreement or to consummate this transactions contemplated hereby, nor is the Company aware of any basis for any of the forgoing. The Company is neither a party nor subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality that would affect the ability of the Company to enter into this Agreement or to consummate the transactions contemplated hereby.

Form S-3 Eligibility. As of the date of this Agreement, the Company meets the requirements for the use of Form S-3 for registration of the resale by the Acquirer of the Shares, and it will use its commercially reasonable efforts to continue to meet such requirements during the period in which it takes to have the Registration Statement declared effective.

6.

REPRESENTATIONS AND ACKNOWLEDGMENTS OF THE ACQUIRER.

Investment. The Acquirer is acquiring the Shares for the Acquirer’s own account, and not directly or indirectly for the account of any other person. The Acquirer is acquiring the Shares for investment and not with a view to distribution or resale thereof except in compliance with the Act and any applicable state law regulating securities. If the Acquirer decides to resell some or all of the Shares, it will use a broker satisfactory to the Company, and cause or instruct the broker to sell in an orderly manner, limiting sales to lot-size and volumes consistent with normal trading levels in the Company's stock.

Access to Information. Acquirer has consulted with its own attorney, accountant, or investment advisor as the Acquirer has deemed advisable with respect to the investment and has determined its suitability for Acquirer. The Acquirer has had the opportunity to ask questions of, and to receive answers from, appropriate executive officers of the Company with respect to the terms and conditions of the transactions contemplated hereby and with respect to the business, affairs, financial condition and results of operations of the Company. The Acquirer has had access to such financial and other information as is necessary in order for the Acquirer to make a fully informed decision as to investment in the Company, and has had the opportunity to obtain any additional information necessary to verify any of such information to which the Acquirer has had access. Acquirer acknowledges that neither the Company nor any of its officers, directors, employees, agents, representatives, or advisors have made any representation or warranty.

Business and Financial Expertise. The Acquirer further represents and warrants that it has such business or financial expertise as to be able to evaluate its investment in the Company and purchase of the Shares.

Speculative Investment. The Acquirer acknowledges that the investment in the Company represented by the Shares is highly speculative in nature and is subject to a high degree of risk of loss in whole or in part; the amount of such investment is within the Acquirer’s risk capital means and is not so great in relation to the Acquirer’s total financial resources as would jeopardize the personal financial needs of the Acquirer in the event such investment were lost in whole or in part.

Unregistered Securities. Acquirer acknowledges that:

The Acquirer must bear the economic risk of investment for an indefinite period of time because the Shares have not been registered under the Act and therefore cannot and will not be sold unless they are subsequently registered under the Act or an exemption from such registration is available. The Company has made no agreements, covenants or undertakings whatsoever to register any of the Shares under the Act, except as provided in Section 3 above. The Company has made no representations, warranties or covenants whatsoever as to whether any exemption from the Act, including, without limitation, any exemption for limited sales in routine brokers’ transactions pursuant to Rule 144 under the Act, will become available and any such exemption pursuant to Rule 144, if available at all, will not be available unless: (i) a public trading market then exists in the Company’s common stock, (ii) the Company has complied with the information requirements of Rule 144, and (iii) all other terms and conditions of Rule 144 have been satisfied.

Transfer of the Shares has not been registered or qualified under any applicable state law regulating securities and, therefore, the Shares cannot and will not be sold unless they are subsequently registered or qualified under any such act or an exemption therefrom is available. The Company has made no agreements, covenants or undertakings whatsoever to register or qualify any of the Shares under any such act. The Company has made no representations, warranties or covenants whatsoever as to whether any exemption from any such act will become available.

The Acquirer hereby certifies that it is an “accredited investor” as that term is defined in Rule 501 under the Act.

To the Company at:

Geron Corporation

230 Constitution Drive

Menlo Park, California 94025

Attention: Chief Financial Officer

Telephone:

(650) 473-7700

Facsimile:

(650) 473-7750

To the Acquirer at:

David D. Bohannon Organization

60 Hillsdale Mall

San Mateo, CA ###-###-####

Attention: Chief Financial Officer

Telephone:

(650) 345-8222

Facsimile:

(650) 573-5457

GERON CORPORATION

/s/ David L. Greenwood

By:

David L. Greenwood

Title:

Executive Vice President and Chief Financial Officer

DAVID D. BOHANNON ORGANIZATION

/s/ Robert L. Webster

By:

Robert L. Webster

Title:

President and CEO