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LICENSE AGREEMENTS
12 Months Ended
Dec. 31, 2012
LICENSE AGREEMENTS  
LICENSE AGREEMENTS

11. LICENSE AGREEMENTS

GE Healthcare UK Limited

        In June 2009, we entered into a worldwide exclusive license and alliance agreement with GE Healthcare UK, Limited, or GEHC, to develop and commercialize cellular assay products derived from human embryonic stem cells, or hESCs, for use in drug discovery, development and toxicity screening. Under the terms of the agreement, GEHC has been granted an exclusive license under Geron's intellectual property portfolio covering the growth and differentiation of hESCs, as well as a sublicense under Geron's rights to the hESC patents held by the Wisconsin Alumni Research Foundation. We established a multi-year alliance program with GEHC under which scientists from both companies worked to develop hESC-based products for drug discovery. The first product developed under the alliance, human cardiomyocytes derived from hESCs, was launched in October 2010 by GEHC.

        In connection with the agreement, we received upfront non-refundable license payments under the exclusive license and sublicense and are eligible to receive milestone payments upon achievement of certain commercial development and product sales events and royalties on future product sales. Under the alliance program, GEHC was responsible for all costs incurred by GEHC and all costs incurred by us for activities undertaken at Geron, including the funding of our scientists who worked on the alliance program. An Alliance Steering Committee, with representatives from each company, coordinated and managed the alliance program.

        License payments under the GEHC agreement were recorded as deferred revenue upon receipt and were recognized ratably as revenue over the alliance program period as a result of our continuing involvement with the collaboration. Funding received for our efforts under the alliance program was recognized as revenue as costs were incurred, which reflected our level of effort over the period of the alliance program. Since the milestone payments are subject to substantive contingencies, any such payments will be recognized upon completion of the specified milestones. Royalties received under the GEHC agreement will generally be recognized as revenue upon receipt of the related royalty payment. Upon the closing of the divestiture of our stem cell assets, the GEHC agreement, and any future revenue payments thereunder, will be transferred to BioTime Acquisition Corporation. For a further discussion of the divestiture of our stem cell assets, see Note 16 on Subsequent Event.

        In connection with the GEHC agreement, we recognized $300,000 and $925,000 for the years ended December 31, 2011 and 2010, respectively, as revenues from collaborative agreements. No comparable amount was recognized in 2012 because the collaboration with GEHC concluded in June 2011. We also recognized $825,000, $350,000 and $1,100,000 as license fee revenue in our consolidated statements of operations for the years ended December 31, 2012, 2011 and 2010, respectively, under the GEHC agreement. License fee revenue in 2012 reflects the full recognition of a license payment from GEHC related to the exercise of an option to expand the scope of their original 2009 license agreement. Under the expanded license, GEHC obtained exclusive global rights to our intellectual property and know-how for the development and sale of cellular assays derived from induced pluripotent stem cells. Additionally, license fee revenue in 2010 included a milestone payment in connection with the first commercial sale of a product under the GEHC agreement.

Angiochem, Inc.

        On December 6, 2010, we entered into an exclusive license agreement with Angiochem, Inc., or Angiochem, that provided us with a worldwide exclusive license, with the right to grant sublicenses, to Angiochem's proprietary peptide technology that facilitates the transfer of anti-cancer compounds across the blood-brain barrier, or BBB, to enable the treatment of primary brain cancers and cancers that have metastasized to the brain. As consideration for the license rights, we paid Angiochem an upfront payment of $7,500,000 in cash and agreed to issue to Angiochem $27,500,000 of shares of Geron common stock on or about January 5, 2011.

        We acquired the license rights for Angiochem's proprietary receptor-targeting peptide technology for the clinical development of GRN1005. Upon acquiring the license rights from Angiochem, we commenced development of two Phase 2 clinical trials of GRN1005 and because further clinical and process development of GRN1005 was required before any viable commercial application could be identified or utilized, we concluded that the technology had no alternative future use, and accordingly, expensed the total upfront payment of $35,000,000 as acquired in-process research and development at the time of acquisition in 2010.

        On January 5, 2011, we issued 5,261,144 shares of common stock to Angiochem as payment of our obligation to issue $27,500,000 of shares of our common stock. In accordance with the exclusive license agreement, the number of shares issued to Angiochem was determined using the five-day volume weighted average closing price of our common stock immediately preceding the issuance date. Consistent with our practice for common stock issuances to consultants and vendors in exchange for services either performed or to be performed, we recorded $28,094,000 for the fair market value of the common stock issued to Angiochem, based on the closing price of our common stock on the issuance date. As a result, in 2011 we recognized additional acquired in-process research and development expense of approximately $594,000 for the excess fair market value resulting from the difference between the five-day volume weighted average closing price of our common stock immediately preceding the issuance date and the closing price of our common stock on January 5, 2011, which has been included in the consolidated statements of operations under research and development expense.

        On December 3, 2012, we announced the decision to discontinue development of GRN1005 after a planned interim analysis of data from GRABM-B, our Phase 2 study of GRN1005 in patients with brain metastases arising from breast cancer, showed that there were no confirmed intra-cranial responses among the first 30 evaluable patients in the trial. In addition, we announced the discontinuation of GRABM-L, our Phase 2 study of GRN1005 in patients with brain metastases arising from non-small cell lung cancer, because of the inability to successfully enroll the trial. As a result of our determination to discontinue development of GRN1005, on December 3, 2012, we provided to Angiochem notice of termination of both the exclusive license agreement under which we received rights to GRN1005 and an associated research collaboration and option agreement. Under the terms of the license agreement, the effective date of the termination is June 1, 2013, but our obligations to complete the GRABM-B and GRABM-L trials may continue beyond that date.

Telomerase Activation Sciences, Inc.

        On December 5, 2012, we entered into a Termination and Assignment Agreement, or the Assignment Agreement, with Asia Biotech Corporation, or Asia Biotech, and Telomerase Activation Sciences, Inc., or TA Sciences, pursuant to which we agreed to assign to TA Sciences the intellectual property, including patents previously licensed to Asia Biotech, related to our telomerase activation technology. As consideration for the assignment and fulfillment of the obligations set forth in the Assignment Agreement, we received a non-refundable, upfront payment of $2,500,000 from TA Sciences, which we recognized in full as other income in our consolidated statements of operations for the year ended December 31, 2012, and TA Sciences has no further payment obligations to us. In addition, Asia Biotech's future royalty obligations under the original license agreement have been terminated.