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DIVESTITURE OF STEM CELL ASSETS | 6 Months Ended
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Jun. 30, 2014
DIVESTITURE OF STEM CELL ASSETS |
DIVESTITURE OF STEM CELL ASSETS | 3. DIVESTITURE OF STEM CELL ASSETS On October 1, 2013, we closed the transaction to divest our human embryonic stem cell assets and our autologous cellular immunotherapy program pursuant to the terms of the previously disclosed asset contribution agreement, or the Contribution Agreement, that we entered into in January 2013 with BioTime, Inc., or BioTime, and BioTime’s wholly owned subsidiary, Asterias Biotherapeutics, Inc., or Asterias (formerly known as BioTime Acquisition Corporation). In accordance with the terms of the Contribution Agreement, on October 1, 2013 we received 6,537,779 shares of Asterias Series A common stock representing 21.4% of Asterias’ outstanding common stock as a class as of that date. Under the terms of the Contribution Agreement and subject to applicable law, we are contractually obligated to distribute all of the shares of Asterias Series A common stock to our stockholders on a pro rata basis, other than with respect to fractional shares and shares that would otherwise be distributed to Geron stockholders residing in certain excluded jurisdictions, which shares, as required by the Contribution Agreement, will be sold with the net cash proceeds therefrom distributed ratably to the stockholders who would otherwise be entitled to receive such shares. We refer to the distribution by us of the Asterias Series A common stock, or cash in lieu thereof, as the Series A Distribution. On May 9, 2014, our board of directors fixed the close of business of May 28, 2014 as the record date for the determination of stockholders entitled to receive shares of Asterias Series A common stock, or cash in lieu thereof, in the Series A Distribution. Based on the number of shares of our common stock outstanding as of the May 28, 2014 record date, or 156,924,100 shares, eligible stockholders will receive approximately 0.0417 of a share of Asterias Series A common stock for each share of our common stock in the Series A Distribution, or cash in lieu thereof, as described above. See Note 9 on Subsequent Events with respect to the status of the Series A Distribution. We applied the equity method of accounting to our investment in Asterias Series A common stock. Under the equity method of accounting, we increase (decrease) the carrying value of the investment by our proportionate share of the investee’s earnings (losses). If our proportionate share of losses exceeds the carrying value of the investment, losses are then applied against any advances, including any commitment to provide financial support, until those amounts are reduced to zero. Asterias incurred net losses from October 1, 2013 through June 30, 2014. Since our investment in Asterias had an initial carrying amount of zero upon the closing of the transactions contemplated by the Contribution Agreement on October 1, 2013 and we do not have any commitments to provide financial support or obligations to perform services or other activities for Asterias, we suspended the equity method of accounting on October 1, 2013. Since the Series A Distribution represents a pro-rata distribution of shares of an equity method investment that is a business, it will be accounted for at its carrying amount. Because the carrying amount of the Asterias Series A common stock was zero as of June 30, 2014 (see discussion above), the liability relating to our contractual obligation to distribute the Asterias Series A common stock was zero as of June 30, 2014.

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- Definition The entire disclosure for exchanges with other entities that involve principally nonmonetary assets or liabilities or relate to a transfer of nonmonetary assets for which the entity receives no assets in return. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 605 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6406959&loc=d3e49171-111630 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 50 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6406099&loc=d3e25291-112666 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 845 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6457305&loc=d3e32049-108421 + Details
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