EX-10.1 2 gern-ex101_141.htm EX-10.1

exhibit 10.1

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE GERON Corporation HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO GERON Corporation IF PUBLICLY DISCLOSED.

CHANGE ORDER #1

Client Name: | GERON Corporation
Drug Name or Number: | Imetelstat
Protocol Number: | 63935937MDS3001
Parexel Project Number: | [***]
Change Order Number: | 1
Change Order Date: | June 19, 2019
Parexel Project Manager: | [***]

Parexel and Client signed a Work Order dated January 30, 2019. The parties wish to amend said Work Order as applicable and hereby agree as follows:

1. | The items listed on Change in Scope Log #1, attached as Attachment 1 to this Change Order, dated June 19, 2019 shall be incorporated in said Work Order.

2. | The total contract value changes as follows:

| [***] | [***] | [***]
[***] | [***] | [***] | [***]
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3. | Section 7 of the Work Order shall be replaced in its entirety with the following:

Parexel Key Personnel. The following Parexel Key Personnel, as defined in Section 2.5 of the Agreement, are assigned to the Project covered by this Work Order:

Title | Name | Telephone Number | Email
[***] | [***] | [***] | [***]
[***] | [***] | [***] | [***]
[***] | [***] | [***] | [***]
[***] | [***] | [***] | [***]

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE GERON CORPORATION HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO GERON CORPORATION IF PUBLICLY DISCLOSED.

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[***] | [***] | [***] | [***]
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4. | Section 8 of the Work Order shall be replaced in its entirety with the following:

Parexel Sub-Processors. The following Parexel Sub-Processors, as defined in Attachment E of the Agreement, are assigned to the Project:

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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE GERON CORPORATION HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO GERON CORPORATION IF PUBLICLY DISCLOSED.

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| • | [***]

| • | [***]

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| • | [***]

Any changes to Sub-Processors shall be made pursuant to Sections 7.4 and 7.5 of Attachment E.

5. | The Specifications and Assumptions Exhibit A in the Work Order shall be replaced in its entirety by Attachment 2 in this Change Order #1.

6. | The Task and Responsibility Exhibit B in the Work Order shall be replaced in its entirety by Attachment 3 in this Change Order #1.

7. | The Budget Grid Summary in Exhibit F in the Work Order shall be replaced in its entirety by Attachment 4 in this Change Order #1.

8. | The [***] Payment Schedule in Exhibit G in the Work Order shall be replaced in its entirety by Attachment 5 in this Change Order #1.

No term or condition other than the above shall be amended by this Change Order.

[Signatures on following page]

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE GERON CORPORATION HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO GERON CORPORATION IF PUBLICLY DISCLOSED.

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GERON Corporation | Parexel International (IRL) Limited
By: /s/ Andrew J. Grethlein | By: /s/ Mark Fives
Name: Andrew J. Grethlein, Ph.D. | Name: Mark Fives
Title: Executive Vice President and Chief Business Officer | Title: Senior Manager
Date: 19-Jun-2019 | Date: 20-Jun-2019

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE GERON CORPORATION HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO GERON CORPORATION IF PUBLICLY DISCLOSED.

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ATTACHMENT 1

CHANGE IN SCOPE LOG 1

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE GERON CORPORATION HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO GERON CORPORATION IF PUBLICLY DISCLOSED.

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CHANGE IN SCOPE LOG

Change In Scope Log
| Protocol No. | 63935937MDS3001 |  |  |
| Client Name | GERON Corporation |  |  |
| Parexel Project No. | [***] |  |  |
| Project Manager | [***] |  |  |
| CIS No. | 1 |  |  |
| Date | 19-June-2019 |  |  |
Item# | Date Requested and Requestor | CIS Task description | Service Fee (Contract Currency) | Investigator Fees | Pass Through Costs
[***] | [***] | [***] | [***] | [***] | [***]
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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE GERON CORPORATION HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO GERON CORPORATION IF PUBLICLY DISCLOSED.

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Parexel Project #[***]

[***] | [***] | [***] | [***] | [***] | [***]
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[***] | [***] | [***] | [***] | [***] | [***]

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE GERON CORPORATION HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO GERON CORPORATION IF PUBLICLY DISCLOSED.

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Parexel Project #[***]

ATTACHMENT 2

SPECIFICATIONS AND ASSUMPTIONS

{7 pages omitted}

[***]

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE GERON CORPORATION HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO GERON CORPORATION IF PUBLICLY DISCLOSED.

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Parexel Project #[***]

ATTACHMENT 3
TASKS & RESPONSIBILITIES

{21 pages omitted}

[***]

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE GERON CORPORATION HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO GERON CORPORATION IF PUBLICLY DISCLOSED.

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Parexel Project #[***]

ATTACHMENT 4
Budget grid summary

Table 1 – Budget Grid Summary

[***]

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE GERON CORPORATION HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO GERON CORPORATION IF PUBLICLY DISCLOSED.

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Parexel Project #[***]

ATTACHMENT 5
[***] PAYMENT SCHEDULE

{2 pages omitted}

[***]

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE GERON CORPORATION HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO GERON CORPORATION IF PUBLICLY DISCLOSED.

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