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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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): January 3, 1997
GERON CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-20859 75-2287752
(Commission File Number) (IRS Employer Identification No.)
200 Constitution Drive, Menlo Park, CA 94025
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 473-7700
N/A
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On December 23, 1996, Geron Corporation, a Delaware corporation (the
"Company"), announced that it had signed a Heads of Agreement with Pharmacia &
Upjohn to collaborate in the discovery, development and commercialization of a
new class of anticancer drugs. The Heads of Agreement, which is non-binding,
states that Geron and Pharmacia & Upjohn will use their best efforts to complete
negotiations of a definitive agreement. The companies also signed a Stock
Purchase Agreement which provides for an initial equity investment of $2 million
in Geron by Pharmacia & Upjohn. The definitive agreement will also include
provisions for additional equity, research support and milestone payments. Geron
will also receive royalties on sales and U.S. co-promotion rights. Further
details regarding this announcement are contained in the Company's press release
dated December 23, 1996 attached as an exhibit hereto and incorporated by
reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS.
Exhibit 99.1 Geron Corporation Press Release dated December 23, 1996.
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SIGNATURES
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 thereunto duly authorized.
GERON CORPORATION
(Registrant)
Dated: January 3, 1997 By: /s/ David L. Greenwood
-----------------------------------------
David L. Greenwood
Chief Financial Officer, Treasurer
and Secretary (Principal Financial and
Accounting Officer)
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INDEX TO EXHIBITS
Exhibits.
99.1 Geron Corporation Press Release dated December 23, 1996.
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EXHIBIT 99.1
Geron Corporation
200 Constitution Drive
Menlo Park, CA 94025
Tel: (415) 473-7700
Fax: (415) 473-7750
(BW)(GERON/PHARMACIA-&-UPJOHN)(GERN) Geron and Pharmacia & Upjohn to collaborate
on new class of anticancer drugs; Collaboration focuses on Telomerase Inhibition
Therapy
Business Editors and Medical Writers
MENLO PARK, Calif.--(BUSINESS WIRE)--Dec. 23, 1996--Geron
Corporation (NASDAQ:GERN) today announced that it has signed a Heads of
Agreement with Pharmacia & Upjohn to collaborate in the discovery, development
and commercialization of a new class of anticancer drugs.
The Heads of Agreement, which is non-binding, states that Geron and
Pharmacia & Upjohn will use their best efforts to complete negotiations of a
definitive agreement. The companies have also signed a Stock Purchase Agreement
which provides for an initial equity investment of $2 million in Geron by
Pharmacia & Upjohn. The definitive agreement will also include provisions for
additional equity, research support and milestone payments. Geron will also
receive royalties on sales and U.S. co-promotion rights.
The collaboration covers a class of anticancer drugs that inhibit
telomerase, an enzyme highly associated with cancer in humans. The enzyme
exhibits an essential genetic function for maintaining cancer cell immortality,
making it a promising target for cancer diagnostics and therapeutics.
The collaboration with Pharmacia & Upjohn strategically and
financially complements Geron's existing alliance, which was a $30 million
transaction with Kyowa Hakko Kogyo Co., Ltd., a leading oncology company in
Japan.
"Telomerase is an interesting target for the development of new
therapeutics with the potential for substantially improved specificity and
efficacy in many different types of cancer," stated Terje Kalland, Pharmacia &
Upjohn Oncology vice president. "This strategic partnership indicates Pharmacia
& Upjohn's commitment to enhancing its position as a worldwide leader in the
cancer field."
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According to Ronald W. Eastman, president and chief executive officer
of Geron, "The alliance with one of the world's leading oncology companies
brings important resources to Geron's telomerase inhibition program. Pharmacia &
Upjohn's substantial experience in the development and commercialization of
oncology drugs will be valuable in our collaboration to establish telomerase
inhibition as a new approach to cancer treatment."
Pharmacia & Upjohn, Inc., is a research-based pharmaceutically
focused company dedicated to helping people around the world live longer and
fuller lives. The company was formed through a merger of Pharmacia AB and The
Upjohn Company and began operating in November 1995. Pharmacia & Upjohn is a
provider of human health care products and related products, and operates on a
global basis. The company has a corporate management center in London and major
research and manufacturing centers in the United States, Sweden and Italy.
Geron Corporation is a biopharmaceutical company exclusively
focused on discovering and developing therapeutic and diagnostic products based
upon fundamental biological mechanisms underlying cancer and other age-related
diseases.
This press release may contain forward-looking statements which are
subject to change. Actual results may differ materially from those described in
any forward-looking statements. Additional information on potential factors that
could affect the company's financial results are included in the company's
Quarterly Report on Form 10-Q for the quarter ended September 30, 1996.
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CONTACT: Geron Corporation
David Greenwood, 415/473-7700
or
StratiPoint Group (Media Inquiries)
Mike Jackman, 415/388-3216
Carole Melis, 415/326-0420
or
Burns McClellan (Investor Inquiries)
Lisa Burns or John Nugent, 212/505-1919
