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Biotech / Medical : Geron Corp. -- Ignore unavailable to you. Want to Upgrade?

To: nigel bates who wrote (2840)	7/18/2005 11:37:30 AM
From: tom pope	Respond to of 3576

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.