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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): March 23, 1997
GERON CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
0-20859 75-2287752
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(Commission File Number) (IRS Employer Identification No.)
200 Constitution Drive, Menlo Park, CA 94025
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 473-7700
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N/A
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On March 23, 1997, Geron Corporation, a Delaware corporation (the
"Company"), announced that it had signed a definitive agreement with Pharmacia
& Upjohn to collaborate in the discovery, development and commercialization of
a new class of anticancer drugs that inhibit telomerase, an enzyme responsible
for making cancer cells immortal. The agreement will become effective upon
receipt of regulatory approval.
The agreement provides for payments to Geron of up to $58 million,
including an aggregate equity investment of $10 million in Geron, research
funding and milestone payments which are partly recoverable against future
royalties. Geron will also receive royalties on sales and limited U.S.
co-promotion rights. The completion of this definitive agreement follows the
signing of a Heads of Agreement in December, in which the two companies
confirmed their intent to collaborate, and Pharmacia & Upjohn made an initial $2
million equity investment in Geron. Further details regarding this announcement
are contained in the Company's press release dated March 24, 1997 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 March 24, 1997.
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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: March 27, 1997 By: /s/ David L. Greenwood
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David L. Greenwood
Chief Financial Officer, Treasurer and
Secretary (Principal Financial and
Accounting Officer)
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INDEX TO EXHIBITS
Exhibits.
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99.1 Geron Corporation Press Release dated March 24, 1997.
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EXHIBIT 99.1
Geron Corporation
200 Constitution Drive
Menlo Park, CA 94025
Tel: (415) 473-7700
Fax: (415) 473-7750
JOINT PRESS RELEASE
GERON AND PHARMACIA & UPJOHN ANNOUNCE
SIGNING OF AGREEMENT TO DEVELOP
NEW CLASS OF ANTICANCER DRUGS
MENLO PARK, CA--March 24, 1997--Geron Corporation (NASDAQ:GERN) and Pharmacia &
Upjohn (NYSE:PNU) today announced that they have signed a definitive agreement
to collaborate in the discovery, development and commercialization of a new
class of anticancer drugs that inhibit telomerase, an enzyme responsible for
making cancer cells immortal. The agreement will become effective upon receipt
of regulatory approval.
The agreement provides for payments to Geron of up to $58 million, including an
aggregate equity investment of $10 million in Geron, research funding and
milestone payments which are partly recoverable against future royalties.
Geron will also receive royalties on sales and limited U.S. co-promotion
rights. The completion of this definitive agreement follows the signing of a
Heads of Agreement in December, in which the two companies confirmed their
intent to collaborate, and Pharmacia & Upjohn made an initial $2 million equity
investment in Geron.
"This agreement fully reflects the commitment of Pharmacia & Upjohn to
forefront research projects in oncology, such as telomerase inhibition, from
which innovative, improved therapies for cancer can be expected," stated
Lamberto Andreotti, senior vice president of Pharmacia & Upjohn, responsible
for the company's worldwide activities in oncology.
According to Ronald Eastman, president and chief executive officer of Geron,
"We are looking forward to working with Pharmacia & Upjohn, a global leader in
the field of oncology, on the development of telomerase inhibitors and
benefiting from their successful experience in developing and commercializing
oncology therapeutics."
The partnership with Pharmacia & Upjohn follows Geron's alliance with Kyowa
Hakko Kogyo Co., Ltd., a leading oncology company in Japan, and creates an
enhanced three-way global collaboration for the development and
commercialization of telomerase-based anticancer products.
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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.
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Contact:
David Greenwood Media Inquiries Investor Inquiries
CFO StratiPoint Group Burns McClellan
Geron Corporation Mike Jackman Lisa Burns
415-473-7700 415-388-3216 John Nugent
212-505-1919
Note: This released over Business Wire March 24, 1997.
This press release may contain forward-looking statements regarding Geron
Corporation 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 report on Form 10-K for the year ended December 31,
1996.
