<PAGE>   1
 
   
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 26, 1996
    
 
                                                      REGISTRATION NO. 333-05853
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ---------------------
 
   
                                AMENDMENT NO. 3
    
                                       TO
                                    FORM S-1
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                             ---------------------
 
                               GERON CORPORATION
             (Exact name of registrant as specified in its charter)
 

<TABLE>
<S>                                  <C>                                  <C>
              DELAWARE                               2834                              75-2287752
  (State or other jurisdiction of        (Primary Standard Industrial               (I.R.S. Employer
   incorporation or organization)        Classification Code Number)             Identification Number)
</TABLE>

 
                             ---------------------
 
                             200 CONSTITUTION DRIVE
                          MENLO PARK, CALIFORNIA 94025
                                 (415) 473-7700
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)
 
                               RONALD W. EASTMAN
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                               GERON CORPORATION
                             200 CONSTITUTION DRIVE
                          MENLO PARK, CALIFORNIA 94025
                                 (415) 473-7700
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)
 
                             ---------------------
 
                                   Copies to:
 

<TABLE>
<S>                                                    <C>
                   JOSHUA L. GREEN                                        JEROME L. COBEN
                 EDGAR B. CALE, III                                    Skadden, Arps, Slate,
                  Venture Law Group                                       Meagher & Flom
             A Professional Corporation                               300 South Grand Avenue
                 2800 Sand Hill Road                               Los Angeles, California 90071
            Menlo Park, California 94025                                  (213) 687-5000
                   (415) 854-4488
</TABLE>

 
                             ---------------------
 
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:  As soon as
practicable after the Registration Statement becomes effective.
 
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / /
 
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
 
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
 
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
 
   
                             ---------------------
    
 
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<PAGE>   2
 
                               GERON CORPORATION
 
                             CROSS REFERENCE SHEET
 
                   PURSUANT TO ITEM 501(B) OF REGULATION S-K
                 SHOWING LOCATION IN PROSPECTUS OF INFORMATION
                    REQUIRED BY ITEMS IN PART I OF FORM S-1
 

<TABLE>
<CAPTION>
        ITEM NUMBER AND HEADING IN FORM S-1
              REGISTRATION STATEMENT                           LOCATION IN PROSPECTUS
- ---------------------------------------------------  ------------------------------------------
<C>   <S>                                            <C>
 1.   Forepart of Registration Statement and
        Outside Front Cover Page of Prospectus.....  Outside Front Cover Page; Front of
                                                     Registration Statement
 2.   Inside Front and Outside Back Cover Pages of
        Prospectus.................................  Inside Front and Outside Back Cover Pages
 3.   Summary Information, Risk Factors and Ratio
        of Earnings to Fixed Charges...............  Prospectus Summary; Risk Factors; The
                                                       Company
 4.   Use of Proceeds..............................  Use of Proceeds
 5.   Determination of Offering Price..............  Underwriting
 6.   Dilution.....................................  Dilution
 7.   Selling Security Holders.....................  Not Applicable
 8.   Plan of Distribution.........................  Outside and Inside Front Cover Pages;
                                                       Underwriting; Outside Back Cover Page
 9.   Description of Securities to Be Registered...  Prospectus Summary; Dividend Policy;
                                                       Capitalization; Description of Capital
                                                       Stock; Shares Eligible for Future Sale
10.   Interests of Named Experts and Counsel.......  Legal Matters
11.   Information with Respect to the Registrant...  Outside and Inside Front Cover Pages;
                                                       Prospectus Summary; Risk Factors;
                                                       Special Note Regarding Forward-Looking
                                                       Statements; Kyowa Hakko Stock Purchase;
                                                       The Company; Use of Proceeds; Dividend
                                                       Policy; Capitalization; Dilution;
                                                       Selected Financial Data; Management's
                                                       Discussion and Analysis of Financial
                                                       Condition and Results of Operations;
                                                       Business; Management; Investment Company
                                                       Act Considerations; Certain
                                                       Transactions; Principal Stockholders;
                                                       Description of Capital Stock; Shares
                                                       Eligible for Future Sale; Underwriting;
                                                       Legal Matters; Experts; Additional
                                                       Information; Financial Statements
12.   Disclosure of Commission Position on
        Indemnification for Securities Act
        Liabilities................................  Not Applicable
</TABLE>


<PAGE>   3
 
     INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
     REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
     SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY
     NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE
     REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT
     CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR
     SHALL THERE BE
     ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION
     OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE
     SECURITIES LAWS OF ANY SUCH STATE.
 
PROSPECTUS                       Subject to Completion
   
                                  Dated July 26, 1996
    
2,500,000 Shares
 
LOGO
GERON CORPORATION
Common Stock
(par value $0.001 per share)
 
All of the 2,500,000 shares of Common Stock ("Common Stock") offered hereby (the
"Offering") are being offered by Geron Corporation, a Delaware corporation
("Geron" or the "Company").
 
   
Prior to the Offering, there has been no public market for the Common Stock. It
is currently anticipated that the initial public offering price of the Common
Stock will be between $11.00 and $13.00 per share. See "Underwriting" for
information relating to the factors to be considered in determining the initial
public offering price of the Common Stock. The Common Stock has been approved
for quotation on the Nasdaq National Market under the symbol "GERN," subject
only to official notice of issuance.
    
 
Simultaneously with the closing of the Offering, the Company is also selling
shares of Common Stock with an aggregate purchase price equal to $2,500,000 to
Kyowa Hakko Kogyo Co., Ltd. ("Kyowa Hakko"), a collaborative partner of the
Company, at a price per share equal to the Price to Public of the Common Stock
offered hereby (208,333 shares of Common Stock at an assumed initial public
offering price of $12.00 per share). For a further description of the terms and
conditions of such sale and related matters, see "Kyowa Hakko Stock Purchase."
 
SEE "RISK FACTORS" COMMENCING ON PAGE 7 FOR CERTAIN INFORMATION THAT SHOULD BE
CONSIDERED BY PROSPECTIVE INVESTORS.
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
 

<TABLE>
<S>                                                  <C>             <C>             <C>
- -----------------------------------------------------------------------------------------------------
                                                         PRICE TO      UNDERWRITING    PROCEEDS TO
                                                          PUBLIC       DISCOUNT (1)    COMPANY (2)
- -----------------------------------------------------------------------------------------------------
Per Share                                                   $               $               $
- -----------------------------------------------------------------------------------------------------
Total (3)                                                   $               $               $
- -----------------------------------------------------------------------------------------------------
</TABLE>

 
(1) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as amended.
See "Underwriting."
(2) Before deducting expenses of the Offering payable by the Company estimated
at $875,000.
(3) The Company has granted to the Underwriters an option, exercisable within 30
days after the date of this Prospectus, to purchase up to an additional 375,000
shares of Common Stock on the same terms as set forth above, solely to cover
over-allotments, if any. If such option is exercised in full, the total Price to
Public, Underwriting Discount and Proceeds to Company will be $          ,
$          and $          , respectively. See "Underwriting."
 
The shares of Common Stock offered by this Prospectus are being offered by the
Underwriters, subject to prior sale, when, as and if delivered to and accepted
by the Underwriters, and subject to approval of certain legal matters by
Skadden, Arps, Slate, Meagher & Flom, counsel for the Underwriters. It is
expected that delivery of the shares of Common Stock offered hereby will be made
against payment therefor on or about                     , 1996 at the offices
of J.P. Morgan Securities Inc., 60 Wall Street, New York, New York.
 
J.P.  MORGAN & CO.
                             MONTGOMERY SECURITIES
   
                                                            SALOMON BROTHERS INC
    
            , 1996

<PAGE>   4
 
                                    [GRAPH]
 
                        Cell Aging and Cell Immortality
 
NORMAL DIVIDING CELLS
Telomeres, the repeated sequences of DNA located at the ends of chromosomes,
shorten throughout a normal cell's replicative lifespan and thus, the Company
has shown, act as a molecular "clock" of cellular aging.
 
SENESCENT (OLD) CELLS
Geron and its collaborators have shown that when telomeres reach a certain short
length, cells stop dividing and become senescent. Senescent cells display an
altered pattern of gene expression relative to replicatively young cells that
leads to an imbalance in the production of proteins and other cell products.
 
CANCER CELLS
Cancer cells escape senescence by reactivating a germ line enzyme called
telomerase that enables them to maintain telomere length, thereby conferring
cellular (replicative) immortality.
 
PRIMORDIAL STEM CELLS
Telomerase is also found in primordial stem cells. These cells are germ line
cells that are unique in that they are both immortal, consistent with their
normal telomerase expression, and capable of differentiation into any and all
cell types and tissues in the body.

<PAGE>   5
 
No person has been authorized to give any information or to make any
representations not contained in this Prospectus and, if given or made, such
information or representations must not be relied upon as having been authorized
by the Company or any Underwriter. This Prospectus does not constitute an offer
to sell, or a solicitation of an offer to buy, the Common Stock in any
jurisdiction to any person to whom it is unlawful to make such offer or
solicitation. Neither the delivery of this Prospectus nor any sale made
hereunder shall under any circumstances create any implication that there has
been no change in the affairs of the Company subsequent to the date hereof.
 
No action has been or will be taken in any jurisdiction by the Company or by any
Underwriter that would permit a public offering of the Common Stock or
possession or distribution of this Prospectus in any jurisdiction where action
for the purpose is required, other than in the United States. Persons into whose
possession this Prospectus comes are required by the Company and the
Underwriters to inform themselves about and to observe any restrictions as to
the offering of the Common Stock and the distribution of this Prospectus.
 
                               TABLE OF CONTENTS
   

<TABLE>
<CAPTION>
                                             PAGE
<S>                                          <C>
Prospectus Summary.........................     4
Risk Factors...............................     7
Special Note Regarding Forward-Looking
  Statements...............................    14
Kyowa Hakko Stock Purchase.................    14
The Company................................    14
Use of Proceeds............................    15
Dividend Policy............................    15
Capitalization.............................    16
Dilution...................................    17
Selected Financial Data....................    18

Management's Discussion and Analysis of
  Financial Condition and Results of
  Operations...............................    19
 
<CAPTION>
                                             PAGE
<S>                                          <C>
 
Business...................................    22
Management.................................    36
Investment Company Act Considerations......    44
Certain Transactions.......................    45
Principal Stockholders.....................    47
Description of Capital Stock...............    49
Shares Eligible for Future Sale............    50
Underwriting...............................    52
Legal Matters..............................    53
Experts....................................    53
Additional Information.....................    53
Index to Financial Statements..............   F-1
</TABLE>

    
 
UNTIL            , 1996 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL DEALERS
EFFECTING TRANSACTIONS IN THE COMMON STOCK, WHETHER OR NOT PARTICIPATING IN THIS
DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO
THE OBLIGATIONS OF DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS
AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
 
The Company intends to furnish its stockholders with annual reports containing
audited financial statements examined by its independent auditors and will make
available quarterly reports containing interim unaudited financial statements
for each of the first three quarters of each fiscal year.
 
Geron and the Geron logo are trademarks of the Company. All other brand names or
trademarks appearing in this Prospectus are the property of their respective
holders.
 
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK AT
A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
TRANSACTIONS MAY BE EFFECTED ON THE NASDAQ NATIONAL MARKET OR OTHERWISE. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. SEE "UNDERWRITING."
 
                                        3

<PAGE>   6
 

                               PROSPECTUS SUMMARY
 
The following summary is qualified in its entirety by, and should be read in
conjunction with, the more detailed information and financial statements, and
notes thereto, appearing elsewhere in this Prospectus. Except as otherwise noted
herein, all information in this Prospectus (i) assumes no exercise of the
Underwriters' over-allotment option, (ii) assumes the issuance of shares of
Common Stock with an aggregate purchase price equal to $2.5 million (208,333
shares at an assumed initial public offering price of $12.00 per share) to Kyowa
Hakko Kogyo Co., Ltd. ("Kyowa Hakko") at a price per share equal to the Price to
Public of the Common Stock offered hereby ("the Kyowa Hakko Stock Purchase"),
(iii) assumes the issuance of 12,055 shares of Common Stock to be issued upon
the exercise of outstanding warrants upon the closing of the Offering, (iv)
assumes the filing of the Company's Amended and Restated Certificate of
Incorporation, authorizing a class of 3,000,000 shares of undesignated Preferred
Stock and effecting the 1-for-3.4 reverse stock split with respect to the Common
Stock and (v) reflects the conversion of all outstanding shares of the Company's
Preferred Stock, in accordance with the terms thereof, into shares of Common
Stock upon the closing of the Offering.
 

                                  THE COMPANY
 
Geron is a biopharmaceutical company exclusively focused on discovering and
developing therapeutic and diagnostic products based upon common biological
mechanisms underlying cancer and other age-related diseases. As the pioneer in
researching these mechanisms, the Company focuses on telomeres, which are
structures at the ends of chromosomes that the Company has shown act as a
molecular "clock" of cellular aging, and telomerase, an enzyme which appears to
stop the "clock" and lead to cellular immortality. The Company and its
collaborators have established that these mechanisms play a role in cancer and
many other age-related diseases and conditions, and thus the Company believes it
has a broadly applicable, proprietary platform for discovering and developing
novel small molecule therapeutics and diagnostics for such diseases. The most
advanced of the Company's three therapeutic programs is in the area of
telomerase inhibition for the treatment of cancer. Geron will continue to build
upon its leadership position in the field of telomere biology and telomerase
regulation by selectively collaborating with companies and research institutions
and by aggressively pursuing an extensive patent portfolio. The Company owns or
has certain exclusive rights to three issued United States patents and 52 United
States patent applications.
 
Cancer and other age-related diseases and conditions, including skin aging,
atherosclerosis, osteoporosis and Alzheimer's disease, are difficult and costly
to diagnose and treat. In many cases, entirely effective means of treating and
diagnosing these diseases and conditions are not currently available. Further,
with the progressive "graying" of the population, the incidence of cancer and
other age-related diseases and conditions is expected to increase and to place a
steadily growing financial burden on the health care system. Significant
improvements in the treatment and diagnosis of these diseases and conditions are
expected to offer attractive commercial opportunities. For example, the current
cancer drug therapy market in the United States is over $3.8 billion having
grown at an annual compounded rate in excess of 15% between 1985 and 1995.
 
Geron's scientific approach focuses on telomere shortening and telomerase
regulation as common biological mechanisms underlying cancer and other
age-related diseases and conditions. Geron and its collaborators have
demonstrated both in vivo and in vitro that telomeres, the repeated sequences of
DNA located at the ends of chromosomes, shorten throughout a normal cell's
replicative lifespan. The Company and its collaborators have also shown that
when telomeres reach a certain short length, cells stop dividing and become
senescent. Senescent cells display an altered pattern of gene expression
relative to replicatively young cells that leads to an imbalance in the
production of proteins and other cell products. This imbalance, which occurs in
many tissues throughout the body, can have a direct and destructive effect on
surrounding tissues and appears to contribute to age-related diseases and
conditions.
 
Cancer cells escape senescence and maintain an extended ability to divide
through mutations. Geron and its collaborators have shown that for most
cancerous tumors to attain life threatening size, or for cancer to metastasize
throughout the body, cancer cells must become immortal through an alteration
which prevents their telomeres from shortening with each division. In almost all
cases examined to date, a germ line enzyme called telomerase is abnormally
reactivated in these cancer cells to repair their telomeres with each cell
division, thereby conferring cellular immortality. Geron has shown telomerase to
be present in all of the over 20 types of cancer that it has studied, including
breast, prostate, lung, colon, and bladder cancers. The Company believes that
telomerase inhibition has the potential to be a universal and highly specific
cancer therapy. Geron has identified several series of small molecule compounds
that selectively inhibit telomerase.
 
                                        4

<PAGE>   7
 
In order to develop novel therapeutic and diagnostic products, the Company is
focused on three programs:
 
- - Telomerase Inhibition and Detection Geron's goal is to develop both small
  molecule telomerase inhibitors as potentially universal and highly specific
  cancer therapies and telomerase assays for the detection of cancer. Geron has
  demonstrated in vitro with a small molecule compound that telomerase
  inhibition results in renewed telomere shortening in cancer cells and eventual
  cancer cell death. Geron is currently optimizing a number of small molecule
  compounds as potential telomerase inhibitors in order to select a lead
  compound for preclinical development. With one of its collaborators, the
  Company has initiated studies of these small molecule compounds in animal
  models of human tumor growth. The Company has established a research and
  development collaboration with Kyowa Hakko, a leading oncology company in
  Japan, for the development and commercialization in certain Asian countries of
  a telomerase inhibitor for the treatment of cancer. The Company has retained
  all rights to a telomerase inhibitor outside these countries.
 
  The Company believes that telomerase is a universal and highly specific marker
  of cancer and that its detection and quantification may have significant
  clinical utility for cancer diagnosis, prognosis, monitoring and screening. In
  the research use only market, the Company has licensed its telomerase
  detection technologies to Oncor, Inc., Boehringer Mannheim GmbH and Dako
  Corporation. In May 1996, Oncor began commercial sale of the Company's
  proprietary Telomeric Repeat Amplification Protocol ("TRAP") assay for use in
  cancer research. The Company has also established collaborations with Dianon
  Systems, Inc. and Ventana Medical Systems, Inc. primarily for additional
  technology development and clinical assessment.
 
- - Cell Senescence Modulation Geron seeks to develop therapeutics to treat
  age-related diseases and conditions through modulation of the biological
  processes leading to and regulating cell senescence. The Company is pursuing
  two distinct approaches to modulate cell senescence. The objective of the Cell
  Lifespan Extension program is to slow telomere loss, thereby extending the
  period of normal cell replication and delaying the destructive onset of cell
  senescence. Geron and its collaborators have demonstrated that telomere length
  and replicative senescence can be modulated with synthetic compounds. This
  research is initially directed at T cell therapy and bone marrow
  transplantation applications. The Genomics of Aging program applies
  proprietary genomics techniques to target and modulate the destructive genetic
  changes that occur in senescent cells. The Company has identified genes that
  are differentially expressed by replicatively young versus senescent cells and
  mortal versus immortal cells. This program is initially focused on skin aging
  and atherosclerosis.
 
- - Primordial Stem Cell Therapies Geron seeks to generate a broad array of cell
  types from primordial stem cells ("PS cells") for cellular transplantation. PS
  cells are germ line cells that are unique in that they are both immortal,
  consistent with their normal telomerase expression, and capable of
  differentiation into any and all types of cells and tissues in the body. The
  Company is in the early stages of research directed towards growing and
  differentiating PS cells. This program is initially focused on differentiating
  PS cells into cardiomyocytes for the treatment of congestive heart failure and
  neurons for the treatment of Parkinson's disease.
 
The Company's strategy combines the following key elements: focusing on
fundamental mechanisms of cellular aging and cellular immortality to treat
cancer and other age-related diseases and conditions; developing high value
programs based on its common scientific platform; selectively pursuing strategic
collaborations; retaining the ability to develop and market products
independently; and enhancing its proprietary leadership position in the field.
 

                                  RISK FACTORS
 
Prospective investors should carefully consider "Risk Factors" immediately
following this Prospectus Summary.
 
                                  THE OFFERING
 
   

<TABLE>
<S>                                                 <C>
COMMON STOCK OFFERED..............................  2,500,000 shares
COMMON STOCK TO BE OUTSTANDING AFTER
  THE OFFERING(1).................................  10,196,155 shares
USE OF PROCEEDS BY THE COMPANY....................  For research and development, acquisition of laboratory
                                                    and other equipment, working capital and other general
                                                    corporate purposes. See "Use of Proceeds."
NASDAQ NATIONAL MARKET SYMBOL.....................  "GERN"
</TABLE>

    
 
- ---------------
 
(1) Based on shares outstanding as of May 31, 1996. Includes (i) shares of
Common Stock with an aggregate purchase price equal to $2.5 million (208,333
shares of Common Stock at an assumed initial public offering price of $12.00 per
share) to be issued in the Kyowa Hakko Stock Purchase and (ii) 12,055 shares of
Common Stock to be issued upon the exercise of outstanding warrants upon the
closing of the Offering. Does not include (i) 1,437,977 shares of Common Stock
issuable upon exercise of options outstanding as of May 31, 1996, (ii) 56,248
shares of Common Stock issuable upon exercise of outstanding warrants expected
to remain outstanding after the Offering and (iii) an aggregate of 1,080,781
shares of Common Stock reserved for future grant under the Company's 1992 Stock
Option Plan, 1996 Directors' Stock Option Plan and 1996 Employee Stock Purchase
Plan. See "Capitalization," "Management -- Stock Plans," "Description of Capital
Stock" and Notes 6 and 10 of Notes to Financial Statements.
 
                                        5

<PAGE>   8
 
                             SUMMARY FINANCIAL DATA
 

<TABLE>
<CAPTION>
                                  ----------------------------------------------------------------------------
<S>                               <C>             <C>       <C>       <C>        <C>         <C>       <C>
                                      INCEPTION                                                   THREE MONTHS
                                  (NOVEMBER 28,                                                          ENDED
                                       1990) TO                 YEARS ENDED DECEMBER 31,             MARCH 31,
Dollars in thousands, except       DECEMBER 31,   --------------------------------------     -----------------
share and per share data                   1991                1993       1994      1995                  1996
                                  -------------      1992   -------   --------   -------               -------
                                                  -------                                       1995
                                                                                             -------
STATEMENT OF OPERATIONS DATA:
Revenues -- contract............  $          --   $    --   $    --   $     --   $ 5,490     $    --   $ 1,335
Operating expenses:
  Research and development......             47       726     3,975      8,099    11,321       2,455     3,294
  General and administrative....             52       661     2,220      2,397     2,888         573       681
                                        -------   -------   -------    -------   -------     -------   -------
     Total operating expenses...             99     1,387     6,195     10,496    14,209       3,028     3,975
                                        -------   -------   -------    -------   -------     -------   -------
Loss from operations............            (99)   (1,387)   (6,195)   (10,496)   (8,719)     (3,028)   (2,640)
Interest and other income.......              2        27       351        638       919         167       306
Interest and other expense......             --        --      (103)      (320)     (399)        (93)     (101)
                                        -------   -------   -------    -------   -------     -------   -------
  Net loss......................  $         (97)  $(1,360)  $(5,947)  $(10,178)  $(8,199)    $(2,954)  $(2,435)
                                        =======   =======   =======    =======   =======     =======   =======
Pro forma net loss per share
  (1)...........................                                                 $ (1.03)              $ (0.30)
Shares used in computing pro
  forma net loss per share
  (1)...........................                                                 7,954,863             8,009,240
</TABLE>

 

<TABLE>
<CAPTION>
                                                                              ----------------------------
<S>                                                                           <C>          <C>
                                                                                     MARCH 31, 1996
                                                                              ----------------------------
                                                                                ACTUAL
                                                                              --------
Dollars in thousands                                                                       AS ADJUSTED (2)
                                                                                           ---------------
BALANCE SHEET DATA:
Cash, cash equivalents and short-term investments...........................  $ 13,939     $        43,515
Working capital.............................................................    12,490              42,066
Total assets................................................................    18,101              47,677
Noncurrent portion of capital lease obligations and equipment loans.........     1,471               1,471
Accumulated deficit.........................................................   (28,221)            (28,221)
Total stockholders' equity..................................................    14,662              44,238
</TABLE>

 
- ---------------
(1) See Note 1 of Notes to Financial Statements for information concerning
calculation of pro forma net loss per share.
(2) Adjusted to reflect (i) the sale of 2,500,000 shares of Common Stock offered
hereby at an assumed initial public offering price of $12.00 per share, after
deducting estimated underwriting discounts and offering expenses, (ii) the
issuance of shares of Common Stock with an aggregate purchase price equal to
$2.5 million (208,333 shares at an assumed initial public offering price of
$12.00 per share) in the Kyowa Hakko Stock Purchase and (iii) the issuance of
12,055 shares of Common Stock upon the exercise of outstanding warrants upon the
closing of the Offering, and the application of the estimated net proceeds
therefrom. See "Use of Proceeds."
 
   
                          SECOND QUARTER 1996 RESULTS
    
 
   
The following information is based on preliminary data relating to the three
months ended June 30, 1996 and is subject to revision. For the three months
ended June 30, 1996, the Company expects to recognize revenues of approximately
$1.6 million compared to revenues of $1.4 million recognized in the three months
ended June 30, 1995. The Company expects a net loss for the three months ended
June 30, 1996 of approximately $2.5 million, or $(0.31) per share, compared to a
net loss of $1.9 million, or $(0.24) per share, for the three months ended June
30, 1995. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Second Quarter 1996 Results."
    
 
                                        6

<PAGE>   9
 

                                  RISK FACTORS
 
An investment in the shares of Common Stock offered hereby involves a high
degree of risk. Accordingly, prospective investors should consider carefully the
following factors, together with the information contained in this Prospectus,
in evaluating the Company and its business before purchasing the shares of
Common Stock offered hereby. This Prospectus contains forward-looking statements
that involve risk and uncertainty. Actual results and the timing of certain
events could differ materially from those projected in the forward-looking
statements as a result of the risk factors set forth below and other factors
discussed elsewhere in this Prospectus. See "Special Note Regarding
Forward-Looking Statements."
 
TECHNOLOGICAL UNCERTAINTY
 
   
The study of the mechanisms of cellular aging and cellular immortality,
including telomere biology and telomerase, is a relatively new area of research,
and there can be no assurance that this research will lead to the discovery or
development of any therapeutic or diagnostic product. If and when potential lead
drug compounds or product candidates are identified through the Company's
research programs, they will require significant preclinical and clinical
testing prior to regulatory approval in the United States and elsewhere, and
there can be no assurance that any of these efforts will result in a product
that can be marketed. Because of the significant additional scientific,
regulatory and commercial milestones necessary for the Company's research
programs to be successful, there can be no assurance that any program will not
be abandoned after significant resources have been expended. The abandonment of
any research program could have a material adverse effect on the Company.
    
 
   
As a result of its drug discovery efforts to date, the Company has identified
compounds in in vitro studies that demonstrate potential for inhibiting
telomerase in vivo. However, additional development efforts will be required
prior to the selection of a lead compound for preclinical development and
clinical trials as a telomerase inhibitor for cancer. If and when selected, a
lead compound may prove to have undesirable and unintended side effects or other
characteristics affecting its efficacy or safety that may prevent or limit its
commercial use. For example, telomerase is active in reproductive cells and
transiently expressed in certain hematopoietic (blood), skin and
gastrointestinal cells. There can be no assurance that any product based on the
inhibition of telomerase will not adversely affect such cells and result in
unacceptable side effects. In addition, it is expected that telomerase
inhibition will have delayed efficacy as telomeres resume normal shortening and,
as a result, will in most cases be used in conjunction with traditional cancer
therapies. There can be no assurance that the delayed efficacy of a telomerase
inhibitor will not have a material adverse effect on the preclinical and
clinical development, ability to obtain regulatory approval, or marketability of
a telomerase inhibitor for the treatment of cancer. The abandonment of the
Telomerase Inhibition and Detection program would have a material adverse effect
on the Company.
    
 
With respect to the development and commercial application of the Company's
proprietary telomerase detection technology, there is, as yet, insufficient
clinical data to confirm its full utility to diagnose, prognose, monitor or
screen for cancer. Although the Company's licensee, Oncor, Inc. ("Oncor") has
commenced the sale of a diagnostic kit for research use, additional development
work and regulatory consents will be necessary prior to the introduction of
tests for clinical use. The Company's Cell Lifespan Extension program, designed
to modulate telomere length, is at an early stage of development. While telomere
length and replicative capacity have been extended in vitro, there can be no
assurance that the Company will discover a compound that will modulate telomere
length or increase replicative capacity effectively for clinical use. With
respect to the Company's Genomics of Aging program, the Company has identified
certain genes that are expressed differentially in senescent cells versus
replicatively young cells. However, the Company has not identified any compounds
that have been demonstrated to modulate such gene expression, and there can be
no assurance that any such compound will be discovered or developed. The
Company's Primordial Stem Cell Therapies program is also at a very early stage.
While primate PS cells have recently been isolated and allowed to differentiate
into numerous cell types, there can be no assurance that the Company's efforts
in this program will result in any commercial applications.
 
The Company may become aware of technology controlled by third parties that is
advantageous to the Company's business. There can be no assurance that the
Company will be able to acquire or license such technology on reasonable terms,
if at all. In the event that the Company is unable to acquire such technology,
the Company may be required to expend significant time and resources to develop
similar technology, and there can be no assurance that it will be successful in
this regard. If the Company cannot acquire or develop necessary technology, it
may be prevented from pursuing its business objectives. Moreover, a competitor
of the Company could acquire or license such technology. Any such event would
have a material adverse effect on the Company. See "Business -- Research
Programs" and "-- Patents, Proprietary Technology and Trade Secrets."
 
EARLY STAGE OF DEVELOPMENT
 
Geron is at an early stage in the development of therapeutic and diagnostic
products. The Company has not yet selected a lead compound for any of its drug
development programs. In order to identify and select such a compound, it must
have access to sufficient numbers of chemical compounds and resources, of which
there can be no assurance. Products that may result from the Company's research
and development programs are not expected to be commercially available for a
significant number of years, if at all. The Company's program to identify a
telomerase inhibitor is currently at the drug discovery stage, while the
Company's other programs are
 
                                        7

<PAGE>   10
 
   
currently focused on research efforts prior to drug discovery or preclinical
development. It is difficult to predict when, if ever, the Company will select a
lead compound for drug development as a telomerase inhibitor. In addition, there
can be no assurance that the Company's other programs will move beyond their
current stage. Assuming the Company's research advances and the Company is able
to identify and select a lead compound for telomerase inhibition, certain
preclinical development efforts will be necessary to determine whether the
potential product has sufficient safety to enter clinical trials. If such a
potential product receives authorization from the United States Food and Drug
Administration ("FDA") to enter clinical trials, then it may be subjected to a
multiphase, multicenter clinical study to determine its safety and efficacy. It
is not possible to predict the length or extent of clinical trials or the period
of any required patient follow-up, but it is presently expected to extend a
number of years. Assuming clinical trials of any potential product are
successful and other data are satisfactory, the Company will submit an
application to the FDA and appropriate regulatory bodies in other countries to
seek permission to market the product. Typically, the review process at the FDA
takes several years, and there can be no assurance that the FDA will approve the
Company's application or will not require additional clinical trials or other
data prior to approval. Furthermore, even if such approval is ultimately
obtained, delays in the approval process could have a material adverse effect on
the Company. In addition, there can be no assurance that any potential product
will be capable of being produced in commercial quantities at a reasonable cost
or that such product will be successfully marketed. Based on the foregoing, the
Company does not anticipate being able to commence marketing of any therapeutic
products for many years, if at all. There can be no assurance that any of the
Company's product development efforts will be successfully completed, that
regulatory approvals will be obtained, or that the Company's products, if any,
will achieve market acceptance. See "Business -- Research Programs" and
"-- Government Regulation."
    
 
DEPENDENCE ON STRATEGIC AND RESEARCH COLLABORATIONS
 
   
The Company's strategy for the development, clinical testing and
commercialization of its products includes entering into collaborations with
corporate partners, licensors, licensees and others, and is dependent upon the
subsequent success of these other parties in performing their respective
responsibilities. The success of any collaboration depends on the continued
cooperation of its partners, as to which there can be no assurance. The amount
and timing of resources to be devoted to activities by its collaborators are not
within the direct control of the Company. There can be no assurance that such
partners will perform their obligations as expected or that the Company will
derive any revenue from such arrangements. There can also be no assurance that
the Company's current collaborators or any future collaborators will not pursue
existing or alternative technologies in preference to those being developed in
collaboration with the Company.
    
 
The Company currently has no manufacturing infrastructure and no marketing or
sales organization, and intends to rely in substantial part on its current and
future strategic partners for the manufacture of any product and the principal
marketing and sales responsibilities for any such product. To the extent the
Company chooses not to or is unable to establish such arrangements, the Company
will require substantially greater capital to undertake its own manufacturing,
marketing and sales of any product.
 
In April 1995, the Company entered into a License and Research Collaboration
Agreement with Kyowa Hakko (the "Kyowa Hakko Agreement") for the development and
commercialization in certain Asian countries of a telomerase inhibitor for the
treatment of cancer. Under the collaboration, Kyowa Hakko provides certain
funding for the Company's research and development activities and is responsible
for all clinical, regulatory, manufacturing, marketing and sales efforts and
expenses in the covered territory. The Kyowa Hakko Agreement provides that Kyowa
Hakko will not pursue research and development independent of its collaboration
with Geron with respect to telomerase inhibition for the treatment of cancer in
humans until April 24, 1999, at the earliest. The Kyowa Hakko Agreement also
provides in general that, while Geron exercises significant control during the
research phase, Kyowa Hakko exercises significant control during the development
and commercialization phases of the collaboration. There can be no assurance
that the collaboration will be successful. The Company has also entered into
licensing arrangements with several diagnostic companies for the Company's
telomerase detection technology. However, because these licenses are limited to
the research use only market, such arrangements are not expected to generate
significant commercial revenues.
 
There can be no assurance that the Company will be able to negotiate additional
strategic arrangements in the future on acceptable terms, if at all, or that
such strategic arrangements will be successful. In the absence of such
arrangements, the Company may encounter significant delays in introducing any
product into certain markets or find that the research, development,
manufacture, marketing or sale of any product in such markets is adversely
affected. In the event that the Company does not enter into such arrangements,
it may be materially adversely affected.
 
The Company has relationships with collaborators and scientific advisors at
academic and other institutions, some of whom conduct research at the Company's
request. These collaborators and scientific advisors are not employees of the
Company and may have commitments to, or consulting or advisory contracts with,
other entities that may limit their availability to the Company. The Company has
limited control over the activities of these collaborators and advisors and,
except as otherwise required by its collaboration and consulting agreements, can
expect only limited amounts of their time to be dedicated to the Company's
activities. See "Business -- Research Programs," "-- Strategic Collaborations"
and "-- Research Collaborations."
 
                                        8

<PAGE>   11
 
DEPENDENCE ON PROPRIETARY TECHNOLOGY AND UNCERTAINTY OF PATENT PROTECTION
 
Geron's success will depend in part on its ability to obtain and enforce its
patents and maintain trade secrets, both in the United States and in other
countries. As of May 31, 1996, Geron owned, had licensed exclusively or held an
option to license exclusively three issued United States patents that expire in
2012 and 2013 and 52 United States patent applications, plus certain counterpart
foreign patent applications. The patent positions of pharmaceutical and
biopharmaceutical companies, including the Company, are highly uncertain and
involve complex legal and technical questions for which legal principles are not
firmly established. There can be no assurance that the Company has developed or
will continue to develop products or processes that are patentable or that
patents will issue from any of the pending applications, including patent
applications that have been allowed. There can also be no assurance that the
Company's current patents, or patents that issue on pending applications, will
not be challenged, invalidated or circumvented, or that the rights granted
thereunder will provide proprietary protection or competitive advantages to the
Company. Because (i) patent applications in the United States are maintained in
secrecy until patents issue, (ii) patent applications are not generally
published until many months or years after they are filed and (iii) publication
of technological developments in the scientific and patent literature often
occurs long after the date of such developments, the Company cannot be certain
that it was the first to invent the subject matter covered by the patent
applications or that it was the first to file patent applications for such
inventions. Litigation to establish the validity of patents, to defend against
patent infringement claims of others and to assert infringement claims against
others can be expensive and time consuming even if the outcome is favorable to
the Company. If the outcome of patent prosecution or litigation is unfavorable
to the Company, the Company could be materially adversely affected.
 
Patent law relating to the scope and enforceability of claims in the fields in
which the Company operates is still evolving. The degree of future protection
for the Company's proprietary rights, therefore, is highly uncertain. In this
regard, there can be no assurance that independent patents will issue from each
of the 52 United States patent applications referenced above, which include many
interrelated applications directed to common or related subject matter. The
Company is aware of certain patent applications that have been filed by others
with respect to telomerase and telomere length. In this regard, Iowa State
University has filed United States and corresponding foreign patent applications
claiming methods and reagents relating to the RNA component of human telomerase,
and Isis Pharmaceuticals, Inc. has filed United States and corresponding foreign
patent applications relating to oligonucleotide-like reagents asserted to have
telomere length modulating activity. In addition, there are a number of issued
patents and pending applications owned by others directed to differential
display, stem cell and other technologies relevant to the Company's research,
development and commercialization efforts. There can be no assurance that the
Company's technology can be developed and commercialized without a license to
such patents or that such patent applications will not be granted priority over
patent applications filed by the Company. Furthermore, there can be no assurance
that others will not independently develop similar or alternative technologies
to those of the Company, duplicate any of the Company's technologies, or design
around the patented technologies developed by the Company or its licensors, any
of which may have a material adverse effect on the Company.
 
   
The commercial success of the Company depends significantly on its ability to
operate without infringing patents and proprietary rights of others. There can
be no assurance that the Company's technologies do not and will not infringe the
patents or proprietary rights of others. In the event of such infringement, the
Company may be enjoined from pursuing research, development or commercialization
of its potential products or may be required to obtain licenses to these patents
or other proprietary rights or to develop or obtain alternative technologies.
There can be no assurance that the Company will be able to obtain alternative
technologies or any required license on commercially favorable terms, if at all,
and if any such license is or alternative technologies are not obtained, the
Company may be delayed or prevented from pursuing the development of certain of
its potential products. The Company's breach of an existing license or failure
to obtain or delay in obtaining alternative technologies or a license to any
technology that it may require to develop or commercialize its products may have
a material adverse effect on the Company. In this regard, the Company is
currently in discussions with a research institution with respect to a research
collaboration for the development of certain technology related to its
Primordial Stem Cell Therapies program. A third party has notified the Company
that if the Company enters into such an arrangement, the Company will violate
the rights of such third party. Although the Company believes that such an
arrangement may be important to the Primordial Stem Cell Therapies program, the
Company does not believe that it is essential to such program or the Company. As
of the date of this Prospectus, the Company has made no decision whether to
enter into such an arrangement and, in any event, must yet complete scientific
and legal due diligence and successfully negotiate the terms of such an
arrangement, as to which there can be no assurance. If such an arrangement is
entered into, the Company believes it has substantial defenses to any claims
that might be asserted by such third party.
    
 
Litigation may also be necessary to enforce any patents issued or licensed to
the Company or to determine the scope and validity of another's proprietary
rights. The Company could incur substantial costs if litigation is required to
defend itself in patent suits brought by third parties or if Geron initiates
such suits. There can be no assurance that the Company's issued or licensed
patents would be held valid or infringed in a court of competent jurisdiction or
that a patent held by another will be held invalid or not infringed in such
court. An adverse outcome in litigation or an interference to determine priority
or other proceeding in a court or patent office could subject
 
                                        9

<PAGE>   12
 
the Company to significant liabilities to other parties, require disputed rights
to be licensed from other parties or require the Company to cease using such
technology, any of which could have a material adverse effect on the Company.
 
Geron also relies on trade secrets to protect its proprietary technology,
especially in circumstances in which patent protection is not believed to be
appropriate or obtainable. Geron attempts to protect its proprietary technology
in part by confidentiality agreements with its employees, consultants and
certain contractors. There can be no assurance that these agreements will not be
breached, that the Company would have adequate remedies for any breach, or that
the Company's trade secrets will not otherwise become known or be independently
discovered by competitors.
 
The Company is party to various license agreements which give it rights to use
certain technologies in its research, development and commercialization
activities. Disputes have arisen and may continue to arise as to the
inventorship and corresponding rights in know-how and inventions resulting from
the joint creation or use of intellectual property by the Company and its
licensors, research collaborators and consultants. There can be no assurance
that the Company will be able to continue to license such technologies on
commercially reasonable terms, if at all, or to maintain the exclusivity of its
exclusive licenses. In this regard, the Company's license with the licensing arm
of the University of Wisconsin-Madison for PS cells derived from primates is
currently exclusive for two years and non-exclusive thereafter. The failure of
the Company to maintain exclusive or other rights to such technologies could
have a material adverse effect on the Company. See "Business -- Patents,
Proprietary Technology and Trade Secrets."
 
FUTURE CAPITAL NEEDS; UNCERTAINTY OF ADDITIONAL FUNDING
 
   
The Company will require substantial capital resources in order to conduct its
operations. The Company's future capital requirements will depend on many
factors, including, among others, continued scientific progress in its research
and development programs; the magnitude and scope of these activities; the
ability of the Company to maintain and establish strategic arrangements for
research, development, clinical testing, manufacturing and marketing; progress
with preclinical and clinical trials; the time and costs involved in obtaining
regulatory approvals; the costs involved in preparing, filing, prosecuting,
maintaining, defending and enforcing patent claims; or the potential for new
technologies and products. The Company intends to seek such additional funding
through collaborative arrangements, public or private equity or debt financings
and capital lease transactions; however, there can be no assurance that
additional financing will be available on acceptable terms, if at all.
Additional equity financings could result in significant dilution to
stockholders after this Offering. Further, in the event that additional funds
are obtained through arrangements with collaborative partners, such arrangements
may require the Company to relinquish rights to certain of its technologies,
product candidates or products that the Company would otherwise seek to develop
or commercialize itself. If sufficient capital is not available, the Company may
be required to delay, reduce the scope of or eliminate one or more of its
research or development programs, each of which would have a material adverse
effect on the Company. Based on current projections, the Company estimates that
its existing capital resources, the net proceeds from the Offering, the proceeds
from the Kyowa Hakko Stock Purchase, payments under the Kyowa Hakko Agreement,
interest income and equipment financing will be sufficient to fund its current
and planned operations through 1998. There can be no assurance that the
assumptions underlying such estimates are correct or that such funds will be
sufficient to meet the capital needs of the Company during such period. In
addition, a substantial amount of the payments to be made by Kyowa Hakko are
dependent upon the achievement by the Company of development and regulatory
milestones and there can be no assurance that such milestones will be achieved.
See "Use of Proceeds" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations."
    
 
HISTORY OF OPERATING LOSSES; ACCUMULATED DEFICIT
 
   
Geron has incurred net operating losses in every year of operation since its
inception in 1990. As of March 31, 1996, the Company had an accumulated deficit
of approximately $28.2 million. Losses have resulted principally from costs
incurred in connection with the Company's research and development activities
and from general and administrative costs associated with the Company's
operations. The Company expects to incur additional operating losses over the
next several years as the Company's research and development efforts and
preclinical testing are expanded and clinical testing is commenced.
Substantially all of the Company's revenues to date have been research support
payments under the Kyowa Hakko Agreement. The Company's right to receive
research support payments under the Kyowa Hakko Agreement is scheduled to expire
in April 1998. In addition, the Company is unable to determine at this time the
level of the revenue to be received from the sale of diagnostic products and
does not expect to receive significant revenues from the sale of the research
use only kits. The Company's ability to achieve profitability is dependent on
its ability, alone or with others, to successfully select therapeutic compounds
for development, obtain the required regulatory consents and manufacture and
market any resulting products. There can be no assurance when or if the Company
will receive revenues from product sales or achieve profitability. Failure to
generate significant additional revenues and achieve profitability could impair
the Company's ability to sustain operations.
    
 
SUBSTANTIAL COMPETITION; RISK OF TECHNOLOGICAL OBSOLESCENCE
 
The pharmaceutical and biopharmaceutical industries are intensely competitive.
The Company believes that certain pharmaceutical and biopharmaceutical companies
as well as certain research organizations currently engage in or have in the
past engaged in efforts related
 
                                       10

<PAGE>   13
 
   
to the biological mechanisms of cell aging and cell immortality, including the
study of telomeres and telomerase. In addition, other products and therapies
that could compete directly with the products that the Company is seeking to
develop and market currently exist or are being developed by pharmaceutical and
biopharmaceutical companies, and by academic and other research organizations.
Many companies are also developing alternative therapies to treat cancer and, in
this regard, are competitive with the Company. The pharmaceutical companies
developing and marketing such competing products have significantly greater
financial resources and expertise in research and development, manufacturing,
preclinical and clinical testing, obtaining regulatory approvals and marketing
than the Company. Smaller companies may also prove to be significant
competitors, particularly through collaborative arrangements with large and
established companies. Academic institutions, government agencies and other
public and private research organizations may also conduct research, seek patent
protection and establish collaborative arrangements for research, clinical
development and marketing of products similar to those of the Company. These
companies and institutions compete with the Company in recruiting and retaining
qualified scientific and management personnel as well as in acquiring
technologies complementary to the Company's programs. There is also competition
for access to libraries of compounds to use for screening. Any inability of the
Company to secure and maintain access to sufficiently broad libraries of
compounds for screening potential targets would have a material adverse effect
on the Company. In addition to the above factors, Geron will face competition
with respect to product efficacy and safety, the timing and scope of regulatory
consents, availability of resources, reimbursement coverage, price and patent
position, including potentially dominant patent positions of others. There can
be no assurance that competitors will not develop more effective or more
affordable products, or achieve earlier patent protection or product
commercialization than the Company or that such products will render the
Company's products obsolete. See "Business -- Competition."
    
 
DEPENDENCE ON KEY PERSONNEL
 
The Company is highly dependent on the principal members of its scientific and
management staff, the loss of whose services might significantly delay or
prevent the achievement of research, development or business objectives. The
Company maintains "key person" life insurance policies for Mr. Eastman, Dr.
Harley and Dr. West, each with a face value of $1.0 million and with the Company
designated as sole beneficiary. Except for Mr. Eastman, Dr. Harley and Dr. West,
the Company does not maintain "key person" life insurance on any officer,
employee or consultant of the Company. In addition, the Company relies on
consultants and advisors, including the members of its Scientific Advisory Board
and Clinical Advisory Board, to assist the Company in formulating its research
and development strategy. Retaining and attracting qualified scientific and
management personnel, consultants and advisors is critical to the Company's
success. The Company faces competition for qualified individuals from numerous
pharmaceutical, biopharmaceutical and biotechnology companies, as well as
academic and other research institutions. There can be no assurance that the
Company will be able to attract and retain such individuals on acceptable terms,
if at all, and the failure to do so would have a material adverse effect on the
Company. See "Business -- Scientific and Clinical Advisors" and "Management."
 
ETHICAL, LEGAL AND SOCIAL IMPLICATIONS OF PRIMORDIAL STEM CELL THERAPIES
 
The Company's Primordial Stem Cell Therapies program may involve the use of PS
cells that would be derived from human embryonic tissue, and therefore may raise
certain ethical, legal and social issues regarding the appropriate utilization
of this tissue. The use of embryonic tissue in scientific research is an issue
of national interest. Many research institutions, including certain of the
Company's scientific collaborators, have adopted policies regarding the ethical
use of these types of human tissue. These policies may have the effect of
limiting the scope of research conducted in this area, resulting in reduced
scientific progress. In addition, the United States government and its agencies
currently do not fund research which involves the use of such tissue and may in
the future regulate or otherwise restrict its use. The inability of the Company
to conduct research on these cells due to such factors as government regulation
or otherwise could have a material adverse effect on the program. In the event
the Company's research related to PS cell therapies becomes the subject of
adverse commentary or publicity, the Company's name and goodwill could be
adversely affected. See "Business -- Research Programs."
 
GOVERNMENT REGULATION
 
   
The preclinical testing and clinical trials of any products developed by the
Company or its collaborative partners and the manufacturing, labeling, sale,
distribution, marketing, advertising and promotion of any new products resulting
therefrom are subject to regulation by federal, state and local governmental
authorities in the United States, the principal one of which is the FDA, and by
similar agencies in other countries in which products developed by the Company
or its collaborative partners may be tested and marketed (each of such federal,
state, local and other authorities and agencies, a "Regulatory Agency"). Any
product developed by the Company or its collaborative partners must receive all
relevant Regulatory Agency approvals or clearances, if any, before it may be
marketed in a particular country. The regulatory process, which includes
extensive preclinical testing and clinical trials of each product in order to
establish its safety and efficacy, is uncertain, can take many years and
requires the expenditure of substantial resources. Data obtained from
preclinical and clinical activities are susceptible to varying interpretations
which could delay, limit or prevent Regulatory Agency approval or clearance. In
addition, delays or rejections may be encountered based upon changes in
Regulatory Agency policy during the period of product development and/or the
period of review of any application for Regulatory Agency approval or clearance
for a
    
 
                                       11

<PAGE>   14
 
   
product. Delays in obtaining Regulatory Agency approvals or clearances could
adversely affect the marketing of any products developed by the Company or its
collaborative partners, impose costly procedures upon the Company's and its
collaborative partners' activities, diminish any competitive advantages that the
Company or its collaborative partners may attain and adversely affect the
Company's ability to receive royalties and generate revenues and profits. There
can be no assurance that, even after such time and expenditures, any required
Regulatory Agency approvals or clearances will be obtained for any products
developed by or in collaboration with the Company. Moreover, if Regulatory
Agency approval or clearance for a new product is obtained, such approval or
clearance may entail limitations on the indicated uses for which it may be
marketed that could limit the potential market for any such product.
Furthermore, approved products and their manufacturers are subject to continual
review, and discovery of previously unknown problems with a product or its
manufacturer may result in restrictions on such product or manufacturer,
including withdrawal of the product from the market. In general, failure to
comply with FDA requirements can result in severe civil and criminal penalties,
including but not limited to recall or seizure of product, injunction against
manufacture, distribution, sales and marketing, and criminal prosecution. See
"Business -- Government Regulation."
    
 
NO ASSURANCE OF MARKET ACCEPTANCE; UNCERTAINTY OF PHARMACEUTICAL PRICING; IMPACT
OF HEALTH CARE REFORM MEASURES
 
There can be no assurance that any products successfully developed by the
Company or its collaborative partners, if approved for marketing, will achieve
market acceptance. The products which the Company is attempting to develop will
compete with a number of traditional drugs and therapies manufactured and
marketed by major pharmaceutical companies, as well as new products currently
under development by such companies and others. The degree of market acceptance
of any products developed by the Company will depend on a number of factors,
including the establishment and demonstration in the medical community of the
clinical efficacy and safety of the Company's product candidates, their
potential advantage over alternative treatment methods and reimbursement
policies of government and third-party payors. There is no assurance that
physicians, patients or the medical community in general will accept and utilize
any products that may be developed by the Company or its collaborative partners.
 
In both domestic and foreign markets, sales of the Company's products, if any,
will depend in part on the availability of reimbursement from third party payors
such as government health administration authorities, private health insurers,
health maintenance organizations, pharmacy benefit management companies and
other organizations. Both federal and state governments in the United States and
foreign governments continue to propose and pass legislation designed to contain
or reduce the cost of health care through various means. Legislation and
regulations affecting the pricing of pharmaceuticals and other medical products
may change or be adopted before any of the Company's potential products are
approved for marketing. Cost control initiatives could decrease the price that
the Company receives for any product it may develop in the future and have a
material adverse effect on the Company. In addition, third-party payors are
increasingly challenging the price and cost-effectiveness of medical products
and services. Significant uncertainty exists as to the reimbursement status of
newly approved health care products, including pharmaceuticals. There can be no
assurance that the Company's potential products will be considered cost
effective or that adequate third-party reimbursement will be available to enable
Geron to maintain price levels sufficient to realize an appropriate return on
its investment in product development. In any such event, the Company may be
materially adversely affected.
 
REGULATIONS RELATING TO THE ENVIRONMENT AND HAZARDOUS MATERIALS
 
   
The Company's research and development activities involve the controlled use of
hazardous materials, chemicals and various radioactive compounds. As a
consequence, the Company is subject to numerous environmental and safety laws
and regulations. There can be no assurance that the Company will not be required
to incur significant costs to comply with current or future environmental laws
and regulations, or that the Company will not be adversely affected by the cost
of compliance with such laws and regulations. Although the Company believes that
its safety procedures for using, handling, storing and disposing of such
materials comply with the standards prescribed by state and federal regulations,
the risk of accidental contamination or injury from these materials cannot be
eliminated. In the event of such an accident, the Company's use of these
materials could be curtailed by state or federal authorities, the Company could
be held liable for any damages that result, and any such liability could have a
material adverse effect on the Company.
    
 
POTENTIAL PRODUCT LIABILITY CLAIMS; ABSENCE OF INSURANCE
 
Although the Company believes it does not currently have any exposure to product
liability claims, the Company's future business will expose it to potential
product liability risks that are inherent in the testing, manufacturing and
marketing of human therapeutic and diagnostic products. The Company currently
has no clinical trial liability insurance and there can be no assurance that it
will be able to obtain and maintain such insurance for any of its clinical
trials. In addition, there can be no assurance that the Company will be able to
obtain or maintain product liability insurance in the future on acceptable terms
or with adequate coverage against potential liabilities.
 
CONTROL BY MANAGEMENT AND CURRENT STOCKHOLDERS
 
Upon completion of the Offering, executive officers and directors of the
Company, together with entities affiliated with them, will own or control
approximately 42.9% of the outstanding shares of Common Stock (approximately
41.5% if the Underwriters' over-allotment
 
                                       12

<PAGE>   15
 
option is exercised in full) and will be able to continue its significant
influence with regard to the election of the Company's Board of Directors and
other corporate actions requiring stockholder approval, as well as significantly
influence the direction and policies of the Company. See "Principal
Stockholders" and "Underwriting."
 
POTENTIAL ADVERSE MARKET IMPACT OF SHARES ELIGIBLE FOR FUTURE SALE
 
   
Sales of substantial amounts of the Common Stock in the public market after the
Offering could adversely affect the market price of the Common Stock. Upon
completion of the Offering and the Kyowa Hakko Stock Purchase, the Company will
have outstanding 10,196,155 shares of Common Stock. All of the 2,500,000 shares
sold in the Offering will be freely transferable as of the date of this
Prospectus by persons other than "affiliates" of the Company without restriction
or further registration under the Securities Act of 1933, as amended (the
"Securities Act"). Kyowa Hakko has agreed not to sell the shares of Common Stock
to be issued in the Kyowa Hakko Stock Purchase for a period of one year from the
commencement of the Offering, after which time such shares will be freely
transferable in accordance with Regulation S promulgated under the Securities
Act. The remaining 7,487,822 shares of Common Stock that will be outstanding
upon completion of the Offering (the "Restricted Shares") will be held by
officers, directors, employees, consultants and other stockholders of the
Company. The Restricted Shares were sold by the Company in reliance upon
exemptions from the registration requirements of the Securities Act and are
"restricted securities" under the Securities Act. The officers, directors,
employees and stockholders of the Company, who together hold the Restricted
Shares, have agreed not to sell their shares without the prior written consent
of J.P. Morgan Securities Inc. for a period of 180 days from the date of this
Prospectus. Beginning 180 days after commencement of the Offering, approximately
6,282,240 Restricted Shares that are subject to lock-up agreements (as described
above) will become eligible for sale in the public market subject to Rule 144
and Rule 701 under the Securities Act. The remaining approximately 1,205,582
Restricted Shares, which are also subject to such lock-up agreements, will have
been held for less than two years upon the expiration of such lock-up agreements
and will become eligible for sale under Rule 144 at various dates thereafter as
the holding period provisions of Rule 144 are satisfied. As of May 31, 1996,
1,437,977 shares were issuable upon exercise of currently outstanding options
and, taking into account the effect of the lock-up agreements with the holders
of options, 501,929 of such shares will be fully vested and eligible for sale in
the public markets beginning 180 days after commencement of the Offering,
subject, in the case of sales by affiliates, to the volume, manner of sale,
notice and public information requirements of Rule 144. Certain holders of
shares of Common Stock and securities convertible into or exercisable for shares
of Common Stock have certain registration rights under a registration rights
agreement among such holders and the Company. The shares of Common Stock covered
by these registration rights include 6,889,978 outstanding shares of Common
Stock and 56,248 shares of Common Stock issuable upon exercise of outstanding
warrants. These registration rights have been waived in connection with the
Offering but will, subject to the lock-up agreements referred to above, continue
to apply to the aforementioned shares of Common Stock upon completion of the
Offering. In addition, following completion of the Offering, the Company intends
to register under the Securities Act approximately 2,518,758 shares of Common
Stock subject to outstanding stock options or reserved for issuance under the
Company's 1992 Stock Option Plan, 1996 Directors' Stock Option Plan and 1996
Employee Stock Purchase Plan. See "Management -- Stock Plans" and "Shares
Eligible for Future Sale."
    
 
ABSENCE OF PRIOR TRADING MARKET; POSSIBLE VOLATILITY OF STOCK PRICE
 
Prior to the Offering, there has been no public market for the Common Stock, and
there can be no assurance that an active trading market for the Common Stock
will develop or that shares of Common Stock can be resold at or above the
initial public offering price after the Offering. The initial public offering
price of the Common Stock will be established by negotiation between the Company
and the Representatives of the Underwriters. There has been a history of
significant volatility in the market prices for shares of biopharmaceutical
companies, and it is likely that the market price of the Common Stock will be
similarly volatile. Prices for the Common Stock following the Offering may be
influenced by many factors, including the depth of the market for the Common
Stock, investor perception of the Company, fluctuations in the Company's
operating results and market conditions relating to the biopharmaceutical and
pharmaceutical industries. In addition, the market price of the Common Stock may
be influenced by announcements of technological innovations, new commercial
products or clinical progress or the lack thereof by the Company, its
collaborative partners or its competitors. In addition, announcements concerning
regulatory developments, developments with respect to proprietary rights and the
Company's collaborations as well as other factors could also have a significant
impact on the Company's business and the market price of the Common Stock.
Finally, future sales of substantial amounts of Common Stock by existing
stockholders could also adversely affect the prevailing price of the Common
Stock. See "Description of Capital Stock," "Shares Eligible for Future Sale" and
"Underwriting."
 
EFFECT OF CERTAIN CHARTER AND BYLAW PROVISIONS; CERTAIN ANTI-TAKEOVER PROVISIONS
 
Upon completion of the Offering, the Company's Board of Directors will have the
authority to issue up to 3,000,000 shares of undesignated Preferred Stock and to
determine the rights, preferences, privileges and restrictions of such shares
without further vote or action by the Company's stockholders. The rights of the
holders of Common Stock will be subject to, and may be adversely affected by,
the rights of the holders of any Preferred Stock that may be issued in the
future. The issuance of Preferred Stock could have the effect of making it more
difficult for a third party to acquire a majority of the outstanding voting
stock of the Company. The Company has no
 
                                       13

<PAGE>   16
 
present plans to issue shares of Preferred Stock. In addition, upon completion
of the Offering, certain provisions of the Company's charter documents,
including the elimination of the ability of stockholders to take actions by
written consent and the staggered election of the Company's Board of Directors,
and certain provisions of Delaware law could delay or make difficult a merger,
tender offer or proxy contest involving the Company. These provisions could also
limit the price that investors are willing to pay in the future for shares of
Common Stock. See "Description of Capital Stock."
 
DILUTION; ABSENCE OF DIVIDENDS
 
The initial public offering price is expected to be substantially higher than
the net tangible book value per share of Common Stock. Investors purchasing
shares of Common Stock in the Offering will, therefore, incur immediate and
substantial dilution. Assuming an initial public offering price of $12.00 per
share, the immediate dilution to purchasers of shares of Common Stock in the
Offering will be $7.58 per share of Common Stock or 63.2%. Additional dilution
is likely to occur upon the exercise of options and warrants granted by the
Company. The Company has never paid cash dividends on its capital stock and does
not anticipate paying cash dividends in the foreseeable future. See "Dilution"
and "Dividend Policy."
 
               SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
 
Certain statements contained or incorporated by reference in this Prospectus,
including without limitation, statements containing the words "believes,"
"anticipates," "expects" and words of similar import, constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995 (the "Reform Act"). Such forward-looking
statements involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of Geron, or
industry results, to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements. Such factors include, among others, the following: technological
uncertainty; the early stage of the Company's research programs; dependence on
strategic collaborations; dependence on proprietary technology and uncertainty
of patent protection; the availability and terms of capital to fund the
expansion of Geron's business; history of operating losses; substantial
competition; dependence on key personnel; existing government regulations and
changes in, or the failure to comply with, government regulations; legislative
proposals for healthcare reform; the ability to attract and retain qualified
personnel; and other factors referenced in this Prospectus. Certain of these
factors are discussed in more detail elsewhere in this Prospectus, including,
without limitation, under the captions "Prospectus Summary," "Risk Factors,"
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," and "Business." Given these uncertainties, prospective investors
are cautioned not to place undue reliance on such forward-looking statements.
Geron disclaims any obligation to update any such factors or to publicly
announce the result of any revisions to any of the forward-looking statements
contained herein to reflect future events or developments.
 
                           KYOWA HAKKO STOCK PURCHASE
 
Pursuant to the Kyowa Hakko Agreement, Kyowa Hakko has agreed to purchase from
the Company, simultaneously with the closing of the Offering, that number of
shares of Common Stock that is equal to $2.5 million divided by the initial
public offering price of the Common Stock. Such shares of Common Stock are being
sold by the Company in reliance on Regulation S promulgated under the Securities
Act. Assuming an initial public offering price of $12.00 per share, Kyowa Hakko
is obligated to purchase 208,333 shares of Common Stock. Kyowa Hakko has agreed
not to sell the shares of Common Stock to be issued in the Kyowa Hakko Stock
Purchase for a period of one year from the commencement of the Offering. The
Underwriters are not involved in the sale of shares of Common Stock to Kyowa
Hakko.
 

                                  THE COMPANY
 
The Company was incorporated in Delaware in November 1990. The Company's
principal executive offices are located at 200 Constitution Drive, Menlo Park,
California 94025, and its telephone number is (415) 473-7700. In this
Prospectus, unless the context otherwise indicates, the terms "Company" and
"Geron" refer to Geron Corporation.
 
                                       14

<PAGE>   17
 

                                USE OF PROCEEDS
 
The net proceeds to the Company from the sale of the 2,500,000 shares of Common
Stock offered hereby are estimated to be $27.0 million ($31.2 million if the
Underwriters over-allotment option is exercised in full), assuming an initial
public offering price of $12.00 per share, after deducting estimated
underwriting discounts and other offering expenses payable by the Company. In
addition, the proceeds to the Company from the Kyowa Hakko Stock Purchase will
be $2.5 million.
 
The Company presently expects to use a portion of the net proceeds from the
Offering and the Kyowa Hakko Stock Purchase (i) to fund approximately $21.7
million of research and development expense, (ii) to fund approximately $1.0
million of laboratory and other equipment purchases and leasehold improvements
and (iii) for other working capital and general corporate purposes. The Company
may also use a portion of such net proceeds to acquire or invest in businesses
that are complementary to those of the Company, although no such acquisitions
are planned or being negotiated as of the date of this Prospectus, and no
portion of the net proceeds has been allocated for any specific acquisition. The
actual amount and timing of these expenditures will depend on numerous factors,
including the progress of the Company's research and development programs.
Pending such uses, the Company intends to invest such funds in short-term,
investment grade interest-bearing debt obligations. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations -- Liquidity and
Capital Resources."
 
Based on current projections, the Company estimates that its existing capital
resources, the net proceeds from the Offering, the proceeds from the Kyowa Hakko
Stock Purchase, payments under the Kyowa Hakko Agreement, interest income and
equipment financing will be sufficient to fund its current and planned
operations through 1998.
 

                                DIVIDEND POLICY
 
The Company has never paid cash dividends on its capital stock and does not
anticipate paying cash dividends in the foreseeable future, but intends instead
to retain its capital resources for reinvestment in its business. Any future
determination to pay cash dividends will be at the discretion of the Board of
Directors and will be dependent upon the Company's financial condition, results
of operations, capital requirements and such other factors as the Board of
Directors deems relevant.
 
                                       15

<PAGE>   18
 

                                 CAPITALIZATION
 
The following table sets forth as of March 31, 1996 (i) the actual
capitalization of the Company, (ii) the pro forma capitalization of the Company,
giving effect to the conversion of all series of Preferred Stock into Common
Stock upon the closing of the Offering and (iii) the pro forma capitalization as
adjusted to reflect (a) the sale of 2,500,000 shares of Common Stock offered
hereby at an assumed initial public offering price of $12.00 per share, after
deducting estimated underwriting discounts and offering expenses, (b) the
issuance of shares of Common Stock with an aggregate purchase price equal to
$2.5 million (208,333 shares at an assumed initial public offering price of
$12.00 per share) in the Kyowa Hakko Stock Purchase and (c) the issuance of
12,055 shares of Common Stock upon the exercise of outstanding warrants upon the
closing of the Offering, and the application of the estimated net proceeds
therefrom. See "Use of Proceeds."
 

<TABLE>
<CAPTION>
                                                             ----------------------------------------------
<S>                                                          <C>                <C>              <C>
                                                                             MARCH 31, 1996
                                                             ----------------------------------------------
                                                                 ACTUAL
                                                             ----------                                  AS
Dollars in thousands, except share data                                          PRO FORMA         ADJUSTED
                                                                                ----------       ----------
Noncurrent portion of capital lease obligations and
  equipment loans....................................        $    1,471         $    1,471       $    1,471
Stockholders' equity:
  Preferred stock, $0.001 par value: 6,410,759 shares
     authorized, 6,364,274 shares issued and
     outstanding, actual; 3,000,000 shares
     authorized, none issued or outstanding, pro
     forma and as adjusted...........................                 6                 --               --
  Common stock, $0.001 par value: 10,294,117 shares
     authorized, 929,390 shares issued and
     outstanding, actual; 25,000,000 shares
     authorized, pro forma and adjusted; 7,293,664
     shares issued and outstanding, pro forma,
     10,014,052 shares issued and outstanding, as
     adjusted(1).....................................                 1                  7               10
  Additional paid-in capital.........................            43,191             43,191           72,764
  Notes receivable from stockholders.................              (303)              (303)            (303)
  Deferred compensation..............................               (12)               (12)             (12)
  Accumulated deficit................................           (28,221)           (28,221)         (28,221)
                                                             ----------         ----------       ----------
  Total stockholders' equity.........................            14,662             14,662           44,238
                                                             ----------         ----------       ----------
     Total capitalization............................        $   16,133         $   16,133       $   45,709
                                                             ==========         ==========       ==========
</TABLE>

 
- ---------------
(1) Does not include (i) 375,000 shares of Common Stock subject to the
Underwriters' over-allotment option, (ii) 1,055,421 shares of Common Stock
issuable upon the exercise of outstanding options as of March 31, 1996 at a
weighted average exercise price of $0.77 per share under the Company's 1992
Stock Option Plan and (iii) 56,248 shares of Common Stock issuable upon exercise
of warrants expected to remain outstanding after the Offering, which are
exercisable at a weighted average exercise price of $7.93. As of May 31, 1996,
1,437,977 shares of Common Stock were issuable upon exercise of outstanding
options at a weighted average exercise price of $1.32. See "Management -- Stock
Plans," "Description of Capital Stock" and Notes 6 and 10 of Notes to Financial
Statements.
 
                                       16

<PAGE>   19
 
                                    DILUTION
 
The pro forma net tangible book value of the Company as of March 31, 1996 was
$14.7 million or $2.01 per share. Pro forma net tangible book value per share
represents the total tangible assets of the Company reduced by the Company's
total liabilities and divided by the number of shares of Common Stock
outstanding (on a pro forma basis to give effect to the conversion of all shares
of the Preferred Stock). Without taking into account any changes in net tangible
book value after March 31, 1996, other than to give effect to (i) the sale of
2,500,000 shares of Common Stock offered hereby at an assumed initial public
offering price of $12.00 per share, after deducting estimated underwriting
discounts and offering expenses, (ii) the issuance of shares of Common Stock
with an aggregate purchase price equal to $2.5 million (208,333 shares at an
assumed initial public offering price of $12.00 per share) in the Kyowa Hakko
Stock Purchase and (iii) the issuance of 12,055 shares of Common Stock upon the
exercise of outstanding warrants upon the closing of the Offering, and the
application of the estimated net proceeds therefrom, the pro forma net tangible
book value of the Company at March 31, 1996 would have been $44.2 million, or
$4.42 per share. This represents an immediate increase in net tangible book
value of $2.41 per share to existing stockholders and an immediate dilution in
net tangible book value of $7.58 per share to purchasers of the Common Stock
offered hereby. The following table illustrates this per share dilution:
 

<TABLE>
<S>                                                                                  <C>           <C>
Assumed initial public offering price per share                                                    $      12.00
Net tangible book value per share as of March 31, 1996                               $2.01
Increase in net tangible book value per share attributable to new investors           2.41
                                                                                     -----
Pro forma net tangible book value per share, as adjusted after the
  Offering                                                                                               4.42
                                                                                                   -------------
Dilution per share to purchasers of the Common Stock offered hereby                                   $  7.58
                                                                                                      =======
</TABLE>

 
The following table sets forth on a pro forma basis as of March 31, 1996 the
differences between (i) the number and percentage of shares of Common Stock
purchased from the Company, assuming conversion of all outstanding shares of
Preferred Stock into Common Stock, (ii) the total consideration (assuming an
initial public offering price of $12.00 per share) and percentage of total
consideration paid to the Company and (iii) the average price per share paid by
existing stockholders and by new investors:
 

<TABLE>
<CAPTION>
                                              ----------------------------------------------------------------
<S>                                           <C>          <C>         <C>           <C>         <C>
                                                  SHARES PURCHASED
                                              --------------------       TOTAL CONSIDERATION
                                                                       ---------------------     AVERAGE PRICE
                                                  NUMBER   PERCENT                   PERCENT         PER SHARE
                                              ----------   -------                   -------     -------------
                                                                            AMOUNT
                                                                       -----------
Existing stockholders                          7,293,664      73%      $43,331,000      57%         $  5.94
Purchasers of the Common Stock offered
  hereby                                       2,500,000      25        30,000,000      40            12.00
Kyowa Hakko Stock Purchase                       208,333       2         2,500,000       3            12.00
Shares to be issued upon exercise of
  warrants                                        12,055      --            51,000      --             4.23
                                               ---------   -----            ------   -----
  Total                                       10,014,052     100%      $75,882,000     100%
                                               =========   =====            ======   =====
</TABLE>

 
The foregoing tables and discussion do not include (i) 375,000 shares of Common
Stock subject to the Underwriters' over-allotment option, (ii) 1,055,421 shares
of Common Stock issuable upon the exercise of outstanding options as of March
31, 1996 at a weighted average exercise price of $0.77 per share under the
Company's 1992 Stock Option Plan and (iii) 56,248 shares of Common Stock
issuable upon exercise of warrants expected to remain outstanding after the
Offering, which are exercisable at a weighted average exercise price of $7.93.
As of May 31, 1996, 1,437,977 shares of Common Stock were issuable upon exercise
of outstanding options at a weighted average exercise price of $1.32. See
"Management -- Stock Plans," "Description of Capital Stock" and Notes 6 and 10
of Notes to Financial Statements.
 
                                       17

<PAGE>   20
 
                            SELECTED FINANCIAL DATA
 
The following selected financial data for the period from inception (November
28, 1990) to December 31, 1991, and for the four years ended December 31, 1995,
are derived from the financial statements of Geron Corporation audited by Ernst
& Young LLP. The financial data for the three month periods ended March 31, 1995
and 1996 are derived from unaudited financial statements. The unaudited
financial statements include all adjustments, consisting of normal recurring
accruals, which the Company considers necessary for a fair presentation of the
financial position and the results of operations for these periods. Operating
results for the three months ended March 31, 1996 are not necessarily indicative
of the results that may be expected for the entire year ending December 31,
1996. The financial data is qualified in its entirety by, and the data should be
read in conjunction with, Management's Discussion and Analysis of Financial
Condition and Results of Operations and the financial statements, including the
related notes thereto, included elsewhere herein.
 

<TABLE>
<CAPTION>
                              ---------------------------------------------------------------------------------
<S>                           <C>              <C>       <C>       <C>        <C>           <C>       <C>
                                   INCEPTION
                               (NOVEMBER 28,
                                    1990) TO
                                DECEMBER 31,
                              --------------
                                        1991                                                 THREE MONTHS ENDED
                              --------------                   YEARS ENDED DECEMBER 31,               MARCH 31,
Dollars in thousands, except                   ----------------------------------------     -------------------
share and per share data                                    1993       1994        1995                    1996
                                                  1992   -------   --------   ---------        1995   ---------
                                               -------                                      -------
STATEMENTS OF OPERATIONS
  DATA:
Revenues -- contract........  $           --   $    --   $    --   $     --   $   5,490     $    --   $   1,335
Operating expenses:
  Research and
     development............              47       726     3,975      8,099      11,321       2,455       3,294
  General and
     administrative.........              52       661     2,220      2,397       2,888         573         681
                                        ----   -------   -------   --------   ---------     -------   ---------
     Total operating
       expenses.............              99     1,387     6,195     10,496      14,209       3,028       3,975
                                        ----   -------   -------   --------   ---------     -------   ---------
Loss from operations........             (99)   (1,387)   (6,195)   (10,496)     (8,719)     (3,028)     (2,640)
Interest and other income...               2        27       351        638         919         167         306
Interest and other
  expense...................              --        --      (103)      (320)       (399)        (93)       (101)
                                        ----   -------   -------   --------   ---------     -------   ---------
Net loss....................  $          (97)  $(1,360)  $(5,947)  $(10,178)  $  (8,199)    $(2,954)  $  (2,435)
                                        ====   =======   =======   ========   =========     =======   =========
Pro forma net loss per
  share(1)..................                                                  $   (1.03)              $   (0.30)
Shares used in computing pro
  forma net loss per
  share(1)..................                                                  7,954,863               8,009,240
</TABLE>

 

<TABLE>
<CAPTION>
                                                 ------------------------------------------------------------
<S>                                              <C>    <C>       <C>       <C>        <C>          <C>
                                                                                   DECEMBER 31,
                                                 ----------------------------------------------
                                                 1991
                                                 ----
                                                                                                    MARCH 31,
                                                                                                    ---------
Dollars in thousands                                       1992      1993       1994       1995
                                                        -------   -------   --------   --------          1996
                                                                                                    ---------
BALANCE SHEET DATA:
Cash, cash equivalents and short-term
  investments..................................  $  1   $ 1,259   $11,931   $ 13,915   $ 15,553     $  13,939
Working capital................................     2     1,114    10,247     12,410     12,115        12,490
Total assets...................................    30     1,670    14,406     17,072     19,749        18,101
Noncurrent portion of capital lease obligations
  and equipment loans..........................     0       117     1,360      1,647      1,654         1,471
Accumulated deficit............................   (98)   (1,457)   (7,405)   (17,604)   (25,773)      (28,221)
Total stockholders' equity.....................    29     1,288    11,293     13,689     14,308        14,662
</TABLE>

 
- ---------------
(1) See Note 1 of Notes to Financial Statements for information concerning the
    calculation of pro forma net loss per share.
 
   
SECOND QUARTER 1996 RESULTS
    
 
   
The following information is based on preliminary data relating to the three
months ended June 30, 1996 and is subject to revision. For the three months
ended June 30, 1996, the Company expects to recognize revenues of approximately
$1.6 million compared to revenues of $1.4 million recognized in the three months
ended June 30, 1995. The Company expects a net loss for the three months ended
June 30, 1996 of approximately $2.5 million, or $(0.31) per share, compared to a
net loss of $1.9 million, or $(0.24) per share, for the three months ended June
30, 1995. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Second Quarter 1996 Results."
    
 
                                       18

<PAGE>   21
 

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
This Prospectus contains forward-looking statements which involve risks and
uncertainties. Actual results may differ materially from those projected in the
forward-looking statements. See "Special Note Regarding Forward-Looking
Statements." Factors that might cause such a difference include, but are not
limited to, those discussed in "Risk Factors."
 
OVERVIEW
 
Geron is a biopharmaceutical company exclusively focused on discovering and
developing therapeutic and diagnostic products based upon the common biological
mechanisms underlying cancer and other age-related diseases.
 
The Company has entered into a strategic collaboration with Kyowa Hakko to
develop and commercialize a telomerase inhibitor in certain Asian countries for
the treatment of cancer. Pursuant to the Kyowa Hakko Agreement, the Company
received research support payments of $7.0 million in 1995 and $4.0 million in
1996. The research payments are recorded as deferred revenue and recognized as
revenue as the related costs are incurred. Geron is entitled to receive
additional annual research support payments of $4.0 million and $1.0 million in
1997 and 1998, respectively. Further, the Agreement provides that Kyowa Hakko
will pay for all clinical expenses associated with product approvals in the
territory covered by the Agreement. Geron is also entitled to receive milestone
payments upon the achievement of certain milestones related to drug development
and regulatory progress totaling $11.5 million and royalty payments on product
sales. Kyowa Hakko also agreed to purchase $2.5 million of Common Stock in
connection with the Company's initial public offering. The Company has also
entered into collaborative agreements with Ventana Medical Systems, Inc.
("Ventana") and Dianon Systems, Inc. ("Dianon") to develop telomerase diagnostic
technology and royalty-bearing licensing agreements with Oncor, Boehringer
Mannheim GmbH ("Boehringer Mannheim")and Dako Corporation ("Dako") for the sale
of diagnostic kits solely for the research use only market. In May 1996, Oncor
commenced commercial sale of the Company's proprietary telomerase assay for use
in cancer research. The Company does not expect revenue from the sale of any
diagnostics kits for the research use only market to be significant. See
"Business -- Strategic Collaborations."
 
The Company also has entered into a number of collaborations with academic
institutions and others to sponsor research in exchange for commercial rights to
technology developed as a result of such research. In general, these agreements
provide for research payments by the Company over one to three years and are
renewable at the option of the Company. The Company has made research payments
of $315,000, $954,000, $930,000 and $833,000 in the three months ended March 31,
1996 and in 1995, 1994 and 1993, respectively. The Company currently is
committed to make research payments of $1.1 million, $275,000 and $75,000
pursuant to existing research collaborations in 1996, 1997 and 1998,
respectively. See "Business -- Research Collaborations."
 
   
The Company has incurred significant losses since inception, with an accumulated
deficit of approximately $28.2 million as of March 31, 1996, due primarily to
ongoing expenditures related to its research and development programs. The
Company's results of operations have fluctuated from period to period and may
continue to fluctuate in the future based upon the timing and composition of
funding under various collaborative agreements, as well as the progress of its
research and development efforts. Results of operations for any period may be
unrelated to results of operations for any other period. In addition, historical
results should not be viewed as indicative of future operating results. Geron is
subject to risks common to companies in its industry, including risks inherent
in its research and development efforts, reliance upon collaborative partners,
enforcement of patent and proprietary rights, need for future capital, potential
competition and uncertainty of regulatory approval or clearance. In order for a
product to be commercialized based on the Company's research, it will be
necessary for Geron and its collaborators to conduct preclinical tests and
clinical trials, demonstrate efficacy and safety of the Company's product
candidates, obtain regulatory approvals or clearances and enter into
manufacturing, distribution and marketing arrangements, as well as obtain market
acceptance. The Company does not expect to receive revenues or royalties based
on therapeutic products for many years.
    
 
RESULTS OF OPERATIONS
 
Three Months Ended March 31, 1996 and 1995
 
Revenues  The Company recognized revenues of $1.3 million for the three months
ended March 31, 1996, compared to no revenues for the three months ended March
31, 1995. The revenues were research support payments under the Kyowa Hakko
Agreement. The Company expects to recognize $4.0 million of additional research
funding revenue from the Kyowa Hakko Agreement during 1996. There were no
revenues from the diagnostic agreements in either three month period.
 
Research and Development Expenses  The Company's research and development
expenses were $3.3 million for the three months ended March 31, 1996, compared
to $2.5 million for the three months ended March 31, 1995. The growth was
largely due to expenses related to additional personnel, expanded patent related
activities and greater purchases of research materials and laboratory supplies
for the expansion of the Company's research programs. The Company expects
research and development expenses to increase in the future as a result of
continued efforts under its research programs and the amortization of deferred
compensation. The Company
 
                                       19

<PAGE>   22
 
intends to record and amortize, over the related vesting periods, deferred
compensation representing the difference between the price of certain options
granted and the deemed fair market value of the underlying Common Stock at the
time of grant. These options generally vest over a five-year period. The
amortization of deferred compensation in future periods will aggregate
approximately $1.3 million as the related options vest, a portion of which will
be classified as research and development expenses.
 
General and Administrative Expenses  General and administrative expenses were
$681,000 for the three months ended March 31, 1996, compared to $573,000 for the
three months ended March 31, 1995. The increase was primarily due to greater
compensation expense related to additional personnel and increased legal, travel
and other expenses related to business development. The Company expects general
and administrative expenses to increase in the future to support the expansion
of its business development activities, the amortization of deferred
compensation and increased expenses associated with being a public company.
 
Interest and Other Income  Interest income was $200,000 for the three months
ended March 31, 1996, compared to $151,000 for the three months ended March 31,
1995. This increase was due to an increase in average cash balances in 1996
related to proceeds received from the sale of equity securities and research
funding received under the Kyowa Hakko Agreement. The Company expects interest
income to increase in 1996 due to an increase in average cash balances as a
result of the consummation of the Offering and the Kyowa Hakko Stock Purchase.
In addition to interest earned on excess cash balances, Geron received payments
from government grants totaling $106,000 for the three months ended March 31,
1996, compared to $16,000 for the three months ended March 31, 1995. The Company
does not expect revenues from government grants to be significant in the
foreseeable future.
 
Interest and Other Expense  Interest and other expense was $101,000 for the
three months ended March 31, 1996 compared to $93,000 for the three months ended
March 31, 1995. This increase was due to an increase in capital lease balances
outstanding in 1995.
 
Net Loss  Net loss was $2.4 million for the three months ended March 31, 1996,
compared to $3.0 million for the three months ended March 31, 1995. This
decrease was primarily attributable to the recognition of research funding
revenue from the Kyowa Hakko Agreement.
 
Years Ended December 31, 1995, 1994 and 1993
 
Revenues  The Company recognized $5.5 million in research funding revenue from
the Kyowa Hakko Agreement for the year ended December 31, 1995. No revenues were
recognized prior to 1995.
 
Research and Development Expenses  The Company's research and development
expenses were $11.3 million, $8.1 million and $4.0 million in the years ended
December 31, 1995, 1994 and 1993, respectively. The increases were primarily due
to greater expenses associated with additional personnel hired to support the
Company's growing research efforts and related research materials and laboratory
supplies.
 
General and Administrative Expenses  The Company's general and administrative
expenses were $2.9 million, $2.4 million and $2.2 million in the years ended
December 31, 1995, 1994 and 1993, respectively. Expenses increased as a result
of the increase in compensation, and benefits paid to and the costs related to
the hiring of additional personnel.
 
Interest and Other Income  Interest income was $643,000, $440,000 and $312,000
for the years ended December 31, 1995, 1994 and 1993, respectively. The
increases were primarily due to increases in average cash balances as a result
of the sale of equity securities. Income received from government grants was
$276,000, $198,000 and $39,000 for the years ended December 31, 1995, 1994 and
1993, respectively.
 
Interest and Other Expense  Interest and other expense was $399,000, $320,000
and $103,000 for the years ended December 31, 1995, 1994, and 1993,
respectively. This increase was due to higher outstanding capital lease balances
in 1994 and 1995.
 
Net Loss  Net loss was $8.2 million, $10.2 million and $5.9 million in the years
ended December 31, 1995, 1994 and 1993, respectively. The decrease in net loss
from 1994 to 1995 was the result of the recognition of revenue from research
support payments from the Kyowa Hakko Agreement. The increase in net loss from
1993 to 1994 was due to the expansion of the Company's research and development
programs.
 
The Company has not generated taxable income to date. At December 31, 1995, the
Company had federal and state net operating loss carryforwards of approximately
$24.3 million and $4.4 million, respectively. The carryforwards expire at
various dates beginning in 2006 through 2010 if not utilized. Future utilization
of the carryforwards may be limited in any one fiscal year pursuant to the
Internal Revenue Code and similar state provisions. As a result of the annual
limitation, a portion of these carryforwards may expire before becoming
available to reduce the Company's federal income tax liabilities.
 
                                       20

<PAGE>   23
 
LIQUIDITY AND CAPITAL RESOURCES
 
The Company has financed its operations since inception primarily through
private placements of preferred equity securities, funds provided under the
Kyowa Hakko Agreement and equipment financing. As of March 31, 1996, the Company
had received approximately $42.9 million in net proceeds from the sale of equity
securities and $7.0 million pursuant to the Kyowa Hakko Agreement.
 
Cash and investments at March 31, 1996 were $13.9 million compared to $15.6
million at December 31, 1995. The Company's funds are currently invested in
short-term, investment grade interest-bearing debt obligations. In April 1996,
the Company received $4.0 million in research funding under the Kyowa Hakko
Agreement.
 
Net cash used in operations in 1995 was $6.3 million, compared to $10.1 million
in 1994. Net cash used in operations declined due to the receipt of research
funding under the Kyowa Hakko Agreement which more than offset an increase in
research and development expenditures. Net cash used in operations increased to
$4.2 million for the three months ended March 31, 1996 from $3.1 million for the
three months ended March 31, 1995 as a result of expanded research and
development programs. The Company expects net cash used in operations to
increase for the year 1996 over 1995.
 
Through March 31, 1996, the Company had invested approximately $4.3 million in
property and equipment, of which approximately $4.0 million was financed through
equipment financing. The present value of obligations under equipment financing
at March 31, 1996 was $2.5 million. Minimum annual principal payments due under
the equipment financing facility are expected to total approximately $996,000,
$895,000 and $582,000 in 1996, 1997 and 1998, respectively. The Company made
principal payments under the equipment financing facility of $233,000 in the
three months ended March 31, 1996 and $769,000 in 1995. The Company expects its
capital expenditures in 1996 to be approximately $2.7 million, consisting of
approximately $1.7 million for leasehold improvements and approximately $1.0
million for laboratory and other equipment purchases. On May 1, 1996, the
Company renewed its existing committed equipment financing facility to provide
for an incremental $2.0 million availability. The commitment period for
additional drawdowns ends on April 30, 1997.
 
The Company presently expects to use a portion of the net proceeds from the
Offering and the proceeds from the Kyowa Hakko Stock Purchase (i) to fund
approximately $21.7 million of research and development expense, (ii) to fund
approximately $1.0 million for laboratory and other equipment purchases and
leasehold improvements and (iii) for other working capital and general corporate
purposes. Based on current projections, the Company estimates that its existing
capital resources, the net proceeds from the Offering, the Kyowa Hakko Stock
Purchase, payments under the Kyowa Hakko Agreement, interest income and
equipment financing will be sufficient to fund its current and planned
operations through 1998. There can be no assurance, however, that changes in the
Company's research and development plans or other changes affecting the
Company's operating expenses will not result in the expenditure of available
resources before such time, and in any event, the Company will need to raise
substantial additional capital to fund its operations in future periods. The
Company intends to seek additional funding through collaborative arrangements,
public or private equity or debt financings, capital lease transactions or other
financing sources that may be available. If additional funds are raised by
issuing equity securities, substantial dilution to existing stockholders may
result. However, there can be no assurance that additional financing will be
available on acceptable terms, if at all. If adequate funds are not available,
the Company may be required to delay, reduce the scope of, or eliminate one or
more of its research or development programs or to obtain funds through
collaborative arrangements that are on unfavorable terms or that may require the
Company to relinquish rights to certain of its technologies, product candidates
or products that the Company would otherwise seek to retain.
 
   
SECOND QUARTER 1996 RESULTS
    
 
   
The following information is based on preliminary data relating to the three
months ended June 30, 1996 and is subject to revision. The Company expects to
recognize revenues of approximately $1.6 million for the three months ended June
30, 1996 compared to revenues of $1.4 million recognized in the three months
ended June 30, 1995. This increase in revenues is primarily attributable to an
increase in research funding revenue. The Company estimates that research and
development expenses increased to approximately $3.4 million for the three
months ended June 30, 1996 compared to $2.8 million for the three months ended
June 30, 1995. The Company estimates that general and administrative expenses
increased to approximately $856,000 for the three months ended June 30, 1996
compared to $741,000 for the three months ended June 30, 1995. These increases
in expenses reflect the continued impact of the factors discussed in "Results of
Operations -- Three Months Ended March 31, 1996 and 1995." The Company estimates
that net loss for the three months ended June 30, 1996 was approximately $2.5
million compared to $1.9 million for the three months ended June 30, 1995.
    
 
                                       21

<PAGE>   24
 

 
                                   BUSINESS
 
Geron is a biopharmaceutical company exclusively focused on discovering and
developing therapeutic and diagnostic products based upon common biological
mechanisms underlying cancer and other age-related diseases. As the pioneer in
researching these mechanisms, the Company focuses on telomeres, which are
structures at the ends of chromosomes that the Company has shown act as a
molecular "clock" of cellular aging, and telomerase, an enzyme which appears to
stop the "clock" and lead to cellular immortality. The Company and its
collaborators have established that these mechanisms play a role in cancer and
many other age-related diseases and conditions, and thus the Company believes it
has a broadly applicable, proprietary platform for discovering and developing
novel small molecule therapeutics and diagnostics for such diseases. The most
advanced of the Company's three therapeutic programs is in the area of
telomerase inhibition for the treatment of cancer. Geron will continue to build
upon its leadership position in the field of telomere biology and telomerase
regulation by selectively collaborating with companies and research institutions
and by aggressively pursuing an extensive patent portfolio. The Company owns or
has certain exclusive rights to three issued United States patents and 52 United
States patent applications.
 
Cancer and other age-related diseases and conditions, including skin aging,
atherosclerosis, osteoporosis and Alzheimer's disease, are difficult and costly
to diagnose and treat. In many cases, entirely effective means of treating and
diagnosing these diseases and conditions are not currently available. Further,
with the progressive "graying" of the population, the incidence of cancer and
other age-related diseases and conditions is expected to increase and to place a
steadily growing financial burden on the health care system. Significant
improvements in the treatment and diagnosis of these conditions and diseases are
expected to offer attractive commercial opportunities. For example, the current
cancer drug therapy market in the United States is over $3.8 billion having
grown at an annual compounded rate in excess of 15% between 1985 and 1995.
 
Geron's scientific approach focuses on telomere shortening and telomerase
regulation as common biological mechanisms underlying cancer and other
age-related diseases and conditions. Geron and its collaborators have
demonstrated both in vivo and in vitro that telomeres, the repeated sequences of
DNA located at the ends of chromosomes, shorten throughout a normal cell's
replicative lifespan. The Company and its collaborators have also shown that
when telomeres reach a certain short length, cells stop dividing and become
senescent. Senescent cells display an altered pattern of gene expression
relative to replicatively young cells that leads to an imbalance in the
production of proteins and other cell products. This imbalance, which occurs in
many tissues throughout the body, can have a direct and destructive effect on
surrounding tissues and appears to contribute to age-related diseases and
conditions.
 
Cancer cells escape senescence and maintain an extended ability to divide
through mutations. Geron and its collaborators have shown that for most
cancerous tumors to attain life threatening size, or for cancer to metastasize
throughout the body, cancer cells must become immortal through an alteration
which prevents their telomeres from shortening with each division. In almost all
cases examined to date, a germ line enzyme called telomerase is abnormally
reactivated in these cancer cells to repair their telomeres with each cell
division, thereby conferring cellular immortality. Geron has shown telomerase to
be present in all of the over 20 types of cancer that it has studied, including
breast, prostate, lung, colon and bladder cancers. The Company believes that
telomerase inhibition has the potential to be a universal and highly specific
cancer therapy. Geron has identified several series of small molecule compounds
that selectively inhibit telomerase. With one of its collaborators, the Company
has initiated studies of these small molecule compounds in animal models of
human tumor growth.
 
In order to develop novel therapeutic and diagnostic products, the Company is
initially focused on three programs: (i) Telomerase Inhibition and
Detection -- developing both telomerase inhibitors as potentially universal and
highly specific cancer therapies and telomerase assays for the detection of
cancer; (ii) Cell Senescence Modulation -- delaying the onset of cell senescence
and regulating the pattern of destructive gene expression in senescent cells;
and (iii) Primordial Stem Cell Therapies -- generating a broad array of cell
types from PS cells for cellular transplantation. In support of these programs,
the Company employs advanced drug discovery technologies, including proprietary
assays, high throughput screening, combinatorial chemistry, proprietary
differential gene expression techniques, protein purification and gene
sequencing to discover and design novel small molecule therapeutics and
diagnostic tools.
 
The Company's strategy combines the following key elements: focusing on
fundamental mechanisms of cellular aging and cellular immortality to treat
cancer and other age-related diseases and conditions; developing high value
programs based on its common scientific platform; selectively pursuing strategic
collaborations; retaining the ability to develop and market products
independently; and enhancing its proprietary leadership position in the field.
 
                                       22

<PAGE>   25
 
SCIENTIFIC BACKGROUND: CELLULAR AGING AND CELLULAR IMMORTALIZATION
 
Cells are the building blocks for all tissues in the human body. Cell division
plays an important role in the normal growth, maintenance and repair of human
tissue. However, cell division is a limited process in that cells generally
divide only 60 to 100 times in the course of their normal lifespans. Once cells
reach the end of their replicative capacity, they senesce. Cellular aging or
senescence, although influenced by environmental factors, is a genetically
determined process. Geron and its collaborators have demonstrated that
telomeres, the repeated sequences of DNA at the ends of each chromosome, are key
genetic elements involved in this process. Telomeres are necessary for
protecting chromosomes from degradation and fusion. Each time a normal cell
divides, however, telomeres shorten because cells are unable to replicate fully
these repeated DNA sequences. Thus, Geron believes that telomeres serve as a
molecular "clock" governing normal cell replication and lifespan.
 
                                      LOGO
 
Geron has demonstrated that once telomeres reach a certain short length, cell
division is halted, which is known as cell senescence. Although senescent cells
have stopped dividing, these cells are still metabolically active and
demonstrate an altered pattern of gene expression. Specifically, in senescent
cells, some genes expressed by young and healthy cells are turned off and other
genes are turned on, creating an imbalance of proteins and other cell products
that has a direct and potentially destructive effect on the surrounding tissue.
Geron believes that this cellular dysfunction, which occurs in numerous tissues
throughout the body, causes or contributes to age-related diseases and
conditions.
 
The converse of cell senescence occurs in cancer cells. Normal cells have the
potential to become cancerous if random mutations activate various oncogenes and
deactivate tumor suppressor genes. With each mutation, pre-cancerous cells
become increasingly aberrant and uncontrolled, and may begin to generate a tumor
mass. The Company believes, however, that most cells which undergo such changes
are eliminated when telomere shortening leads to either cell senescence or
chromosomal instability and cell death. Geron and its collaborators' research
indicates that for most cancerous tumors to attain life threatening size, or for
cancer to metastasize throughout the body, cancer cells must become immortal,
through activation of telomerase.
 
                                       23

<PAGE>   26
 
Telomerase is a complex germ line enzyme, composed of RNA and protein
components, that maintains telomere length by replacing the DNA that is lost
each time a cell divides. The result is that telomeres do not shorten and cell
death is averted. Geron's research has shown that telomerase is abnormally
reactivated in all of the major cancer types and that, conversely, it is not
present in most normal cell types. Telomerase enables cancer cells to maintain
telomere length, providing them with indefinite replicative capacity or cellular
immortality.
 
                                      LOGO
 
Telomerase is expressed in certain normal cells. Telomerase is present at high
levels and telomeres are very long in reproductive cells. It is widely believed
that telomerase is active in these germ line cells to ensure that the full
genetic code is passed from generation to generation. Telomerase is also present
at very low levels in certain hematopoietic (blood), skin and gastrointestinal
cells and may function to give these cells increased replicative capacity.
However, these cells still age and gradually lose telomeres, suggesting that
telomerase may not be essential for their normal functioning.
 
PS cells are germ line cells that appear for only a short period after
fertilization. These cells quickly differentiate into the many types of cells
found in the body. PS cells are the only known normal cells which are immortal
and have the potential to differentiate into any cell or tissue in the body.
Prior to differentiation, PS cells express telomerase activity. Studies
indicate, however, that once PS cells have differentiated into specialized
tissues or cells, telomerase activity is repressed and the differentiated cells
are destined to follow the senescence pathway.
 
MARKET OPPORTUNITY
 
Cancer and other age-related diseases and conditions, including skin aging,
atherosclerosis, osteoporosis and Alzheimer's disease, are difficult and costly
to diagnose and treat. In many cases, entirely effective means of treating and
diagnosing these diseases and conditions are not currently available. Further,
with the progressive "graying" of the population, the incidence of cancer and
other age-related diseases and conditions is expected to increase and to place a
steadily growing financial burden on the health care system. By the year 2010,
the over-65 population in the United States is expected to double to
approximately 64 million people and worldwide this population will increase to
over one billion. Significant improvements in the treatment and diagnosis of
these diseases and conditions are expected to offer attractive commercial
opportunities.
 
                                       24

<PAGE>   27
 
Cancer
The incidence of cancer increases dramatically with age. Eighty-five percent of
cancers diagnosed occur in people over the age of 50. People over the age of 65
have, on average, a ten times greater risk of dying from cancer than the
under-65 population.
 
In the United States, over ten million people alive today have a history of
cancer and, in 1996, an estimated 1.4 million people will be diagnosed with
cancers of the lung, colon, breast, prostate, pancreas, ovary, kidney, and
bladder, along with lymphomas and leukemia and other cancers. Despite
significant medical advances, cancer researchers and clinicians have had little
impact on cancer mortality rates. In 1996, cancer is expected to claim 555,000
lives, or approximately 25% of the total projected deaths in the United States.
Within the next decade, largely because of population aging, cancer may become
the leading cause of death in most industrialized nations.
 
Cancer therapy relies heavily on three treatment modalities: surgery, to remove
the tumor mass; radiation, to destroy tumor localized to a small region; and
chemotherapy, to eliminate tumor cells in diffuse parts of the body. Surgery is
an invasive procedure that may not remove the entire cancer, and the use of
radiation is limited to certain areas of the body. While drug therapies are less
invasive than surgery or radiation, many drugs used to treat cancer generally
attack rapidly dividing cells indiscriminately, damaging normal as well as
cancer cells. The current cancer drug therapy market in the United States is
over $3.8 billion having grown at an annual compounded rate in excess of 15%
between 1985 and 1995. Even when a drug is effective initially against a
particular cancer, it is usually not effective against other types of cancer
and, over time, the particular cancer can become resistant to that drug and
progress. The Company believes that a telomerase inhibitor could overcome these
limitations and potentially be a universal and highly specific drug therapy for
cancer.
 
Other Age-related Diseases and Conditions
Age-related diseases and conditions are those whose incidence increases
dramatically with age and include chronic diseases and conditions, such as skin
aging, atherosclerosis, osteoporosis and Alzheimer's disease. There are
significant unmet medical needs associated with these diseases and conditions.
Many current therapies simply address the symptoms of these diseases and
conditions. Despite the limitation of current therapies, drugs and medical
devices targeting these diseases and conditions represent some of the largest
selling pharmaceuticals and devices. For example, the United States market for
cardiovascular drugs is approximately $10 billion, while the market for drugs
addressing osteoporosis and osteoarthritis is approximately $5 billion. The
market for retinoids used for skin therapy exceeds $3 billion. The Company's
focus on cellular aging and cellular immortality is designed to produce
therapeutics and diagnostics that address these diseases and conditions,
focusing on their causes rather than their symptoms.
 
STRATEGY
 
Geron's strategy is to become the leading biopharmaceutical company exclusively
focused on discovering and developing therapeutic and diagnostic products based
upon common biological mechanisms underlying cancer and other age-related
diseases and conditions. The key elements of this strategy include:
 
Focus on Fundamental Mechanisms of Cellular Aging and Cellular
Immortality  Geron focuses its research and development on fundamental
mechanisms of cellular aging and cellular immortality. These include telomere
shortening and telomerase regulation. As the pioneer in researching and
modulating these mechanisms, which affect many tissues of the body, the Company
believes it has established a broadly applicable, proprietary platform for
discovering and developing novel small molecule therapeutics and diagnostics for
cancer and other age-related diseases and conditions.
 
Develop High Value Programs with a Common Scientific Platform  Geron's strategy
is to leverage its expertise in cellular aging and cellular immortality to
develop those programs which offer the highest likelihood and shortest
development path for therapeutic and diagnostic products. Geron is currently
pursuing three research and development programs: (i) the inhibition and
detection of telomerase for the treatment and diagnosis of cancer; (ii) cell
senescence modulation for T cell therapy, bone marrow transplantation, skin
aging and atherosclerosis; and (iii) primordial stem cell therapies for cell
transplantation. The Company is employing advanced and proven drug discovery
technologies in support of these programs.
 
Pursue Strategic Collaborations  Geron has established and will continue to
selectively establish collaborations with pharmaceutical and diagnostic
companies and leading academic institutions to enhance its research, development
and commercialization capabilities. Geron has entered into a strategic alliance
with Kyowa Hakko, a leading oncology company in Japan, for the development and
marketing in certain Asian countries of a telomerase inhibitor to treat cancer.
In addition, the Company has established technology and clinical development
collaborations with leading diagnostic companies. Finally, Geron has formed
numerous research and clinical collaborations with the leading experts in the
fields of cellular aging and cellular immortality.
 
Retain the Ability to Develop and Market Products Independently  Geron believes
that its broad scientific platform will continue to generate opportunities for a
variety of collaborative arrangements. The Company intends to retain significant
rights to develop and market key therapeutic and diagnostic applications of any
discoveries it makes in its research programs.
 
                                       25

<PAGE>   28
 
Enhance Proprietary Leadership Position  Geron intends to maintain its
scientific leadership and accelerate its research programs by continuing to
attract and retain leaders in the fields of cellular aging and cellular
immortality, either as employees or research collaborators. In addition, the
Company is aggressively pursuing a broad and extensive patent portfolio to
protect its proprietary technology, including its drug discovery and diagnostic
development technologies. To date, the Company owns or has certain exclusive
rights to three issued United States patents and 52 United States patent
applications, as well as a number of corresponding foreign applications.
 
RESEARCH PROGRAMS
 
Geron is applying its proprietary scientific platform to discover and develop
novel therapeutics and diagnostics for cancer and other age-related diseases and
conditions. In support of its programs, the Company employs advanced drug
discovery technologies including proprietary assays, high-throughput screening,
combinatorial chemistry, proprietary differential gene expression techniques,
protein purification and gene sequencing.
 
Telomerase Inhibition and Detection
Geron seeks to develop a small molecule telomerase inhibitor, which, by blocking
the activity of telomerase, will allow cancer cell telomeres to resume
shortening ultimately leading to cancer cell death. In addition, the Company
seeks to develop telomerase as a marker for cancer diagnosis, prognosis,
monitoring and screening.
 
Telomerase is not present in most normal cells and as a result these cells age
through telomere shortening. In contrast, telomerase is abnormally active in
cancer cells causing telomere length to be maintained, which in turn appears to
confer immortality to cancer cells in malignant tumors. Research has shown that
telomerase is present in all of the over 20 different cancer types that Geron
and its collaborators have studied, including the ten most prevalent cancers of
prostate, breast, lung, colon, bladder, uterus, and ovary, along with lymphomas,
melanomas and oral cancers. In all of these cancers, the majority of tumor
samples contain telomerase. Because telomerase is present in all cancer types
evaluated and is not biologically active in most normal cells, telomerase
appears to be a universal and highly specific marker of cancer. These
characteristics combine to make telomerase an attractive target for inhibition
to treat cancer, and for detection to diagnose cancer.
 
Therapeutics  Geron's research has demonstrated that a telomerase inhibitor
blocks cancer cells from using telomerase to maintain telomere length. As a
result, the telomeres in the cancer cells resume shortening as the cells
continue to divide, reaching a certain short length, at which point the cancer
cells die. Specifically, Geron scientists have blocked human telomerase in tumor
cell lines in vitro using both a small molecule compound and an antisense
compound to the human telomerase RNA component. In both experiments, blocking
telomerase led to telomere shortening and cancer cell death. Based on these
results, Geron is aggressively pursuing the identification of a number of
telomerase inhibitors as potential lead compounds for preclinical and clinical
development. While it has identified several strategies for inhibiting
telomerase activity, Geron is primarily focused on developing a small molecule
inhibitor. The Company believes the small molecule approach will produce a
development candidate with a more favorable commercial profile -- oral
bioavailabilty, compound stability and low manufacturing cost. With one of its
collaborators, the Company has initiated studies of these small molecule
compounds in animal models of human tumor growth.
 
To advance this program, Geron has established proprietary screening technology,
a structurally diverse library of small molecules and medicinal chemistry
capabilities. Specifically, the Company has developed a substantial automated
high throughput screening effort for the identification of telomerase inhibitors
using proprietary assays based on human telomerase. Geron has used this
proprietary screening capability to screen over 80,000 diverse small molecule
candidates that Geron has either acquired or created through its internal
combinatorial chemistry capabilities. As a result of its screening efforts,
Geron has identified several classes of compounds that demonstrate telomerase
inhibition and is actively pursuing structure/activity relationship studies to
develop lead compounds. Geron believes that these screens provide a strong
competitive advantage in view of the extreme difficulty and specialized skills
required for their development and use. The United States Patent and Trademark
Office has recently allowed a patent application on one of Geron's telomerase
inhibitor screens.
 
Geron believes that blocking telomerase activity will cause the affected cancer
cells to resume telomere shortening through cell division and thus lose their
immortality. When telomeres reach a certain short length, the cells will die.
Telomerase inhibition is therefore expected to have delayed efficacy as cancer
cell telomeres resume normal shortening. Although Geron envisions that a
telomerase inhibitor could be effective as a stand-alone treatment in certain
cases, it is expected that in most cases a telomerase inhibitor will be used in
conjunction with traditional anti-cancer therapies. There can be no assurance
that the delayed efficacy of a telomerase inhibitor will not have a material
adverse effect on the preclinical and clinical development or marketability of a
telomerase inhibitor for the treatment of cancer.
 
                                       26

<PAGE>   29
 
Although the Company believes that a telomerase inhibitor will be an effective
cancer therapeutic for a broad range of cancers, there may be certain
limitations to its use. Because telomerase is present in reproductive cells, a
telomerase inhibitor, like most current cancer agents, may have a negative
impact on such cells. Telomerase is also transiently expressed in certain cells
in the hematopoietic (blood), skin and gastrointestinal tract. However, Geron
scientists and others have demonstrated that these tissues age and show gradual
telomere shortening during the course of cell division. As a result, the Company
believes that telomerase is not biologically critical for these tissues and that
telomerase inhibitors are unlikely to have a significant negative effect on
them. There can be no assurance that any product based on the inhibition of
telomerase will not adversely affect such cells and result in unacceptable side
effects.
 
Geron has established a strategic alliance with Kyowa Hakko, a leading oncology
company in Japan, for the development and commercialization in certain Asian
countries of a telomerase inhibitor for the treatment of cancer. The Company has
also established research collaborations for the study of telomerase inhibition
with the National Cancer Institute and the Sloan-Kettering Institute for Cancer
Research, and for the study of telomerase biology with Cold Spring Harbor
Laboratory.
 
Diagnostics  The Company believes that telomerase is a universal and highly
specific marker of cancer and, therefore, the detection and quantification of
telomerase may have significant clinical utility for cancer diagnosis. While
most current cancer diagnostics apply to a single or limited number of cancer
types, telomerase-based diagnostics could potentially address a broad range of
cancer types. The Company also believes that the availability of
telomerase-based diagnostics for cancer will enhance the commercial opportunity
for a telomerase inhibitor by increasing the understanding of clinicians of the
biological mechanisms underlying telomerase activity.
 
The Company has developed several proprietary assays for the detection of
telomerase based on its activity or components. The first generation assay is
the Telomeric Repeat Amplification Protocol ("TRAP") assay which detects
telomerase activity in malignant tumor tissue. The second generation assay
detects the RNA component of human telomerase, which was first cloned by Geron
scientists. This RNA technology enables the Company to use proprietary in situ
hybridization and other detection methods to detect the presence of telomerase.
The Company is the exclusive licensee of an issued United States patent which it
believes covers cancer diagnostic applications of its TRAP technology, and the
United States Patent and Trademark Office has allowed one of Geron's patent
applications relating to the RNA component of telomerase.
 
Geron is conducting clinical evaluations to assess the full potential of its
telomerase detection technology. Preliminary data from a number of studies
indicate telomerase levels correlate with clinical outcome in cancer patients.
In the event evaluations of a larger number of patients continue to present
favorable results, the Company intends to proceed to full scale development of
its telomerase detection technology as a novel and important diagnostic for
numerous cancers.
 
Oncor and Boehringer Mannheim have licensed the Company's TRAP assay and Dako
has licensed the Company's RNA detection technology on a non-exclusive basis for
sale to the research use only market. Oncor commenced commercial sale of the
TRAP-ezeTM kit in May 1996. Although the Company does not expect significant
royalties from the sale of these kits, their use is expected to stimulate
additional, more reliable studies of telomerase activity by academic
laboratories. The Company has also concluded collaborative agreements with
Dianon and Ventana for additional technology development and clinical
assessment. In each of its clinical diagnostic agreements, Geron has retained
significant development and commercialization rights. The Company has also
established research collaborations for the study of telomerase detection with
The Cleveland Clinic, the University of Texas, San Antonio and The University of
Texas Southwestern Medical Center at Dallas.
 
Cell Senescence Modulation -- Regulation of Cellular Aging
Geron seeks to develop therapeutics to modulate the biological processes leading
to and regulating cell aging or senescence. Telomere shortening occurs as cells
divide, which, Geron believes, eventually triggers the destructive genetic
changes found in senescent cells. The Company is pursuing two distinct
approaches to modulate cell senescence: (i) extending cell lifespan by slowing
telomere loss, thereby extending the period of normal cell replication and
delaying the destructive onset of cell senescence and (ii) applying proprietary
genomics and screening techniques to target and modulate the destructive genetic
changes that occur in senescent cells. Geron has entered into research
collaborations with several research institutions to support its cell senescence
modulation program, including Lawrence Berkeley Laboratory, Stanford University,
Baylor College of Medicine, Aarhus University (Denmark), the University of
Groningen (The Netherlands) and the University of Washington.
 
Cell Lifespan Extension  Geron believes that maintaining telomere length will
extend cell lifespan by delaying the onset of cell senescence. The Company and
its collaborators have demonstrated in vitro that telomere length and
replicative senescence can be modulated with synthetic compounds. The Company's
initial focus is on the transient activation of telomerase to maintain telomere
length and postpone cell senescence without immortalizing an otherwise mortal
cell. As the first and fundamental step in this program, the Company is working
to complete the cloning of telomerase and its regulators. Geron has already
cloned, and has received an allowance for a United States patent application
relating to, the RNA component of human telomerase. Geron believes that the
cloning of the telomerase enzyme and its regulators may also provide the Company
with next generation telomerase inhibitor screens, new reagents for telomerase
detection and other markers useful in cancer diagnosis.
 
                                       27

<PAGE>   30
 
The initial therapeutic target of the cell lifespan extension effort is ex vivo
applications such as T cell therapy and bone marrow transplantation to treat
cancer or immune dysfunctions in the elderly. Ex vivo cell therapies typically
involve the extraction of certain cells from a patient, expansion of the number
of cells ex vivo and the reintroduction of the cells into the patient to
strengthen the patient's immune system. Current cell therapies have several
limitations, including, Geron believes, senescence of transplanted cells before
they can benefit the patient. Geron believes this is attributable in part to the
premature senescence of cells during the expansion process or during growth in
vivo. Geron's approach to extending cell lifespan could improve ex vivo therapy
by allowing enhanced expansion of extracted cells and the reintroduction to the
patient of cells with greater replicative capacity.
 
Genomics of Aging  The goal of Geron's Genomics of Aging program is to treat
age-related diseases and conditions by modulating the destructive pattern of
gene expression that occurs in cells as they reach the end of their replicative
capacity, or become senescent. Geron's approach to genomics is unique in that it
focuses on the differences in gene expression between replicatively young and
senescent cells. Geron believes there is a significant advantage in defining
differences in gene expression between young and senescent cells and then
utilizing senescent cells in drug discovery screens. Most genomics companies use
diseased tissue, which is complex in structure and varies from patient to
patient for research and drug discovery. By comparison, Geron believes that
senescent cells are more representative of the disease process and provide a
homogeneous and reproducible population of cells for both gene and drug
discovery.
 
Geron has developed proprietary high throughput genetic analysis techniques
called "Enhanced Differential Display" and "Subtractive Differential Display."
These technologies have enabled the Company to identify genes, including those
which express products at low levels, that are differentially expressed by
replicatively young versus senescent cells and mortal versus immortal cells. The
Company is using these gene targets and their products to design automated
screens to discover small molecule drugs that counteract the destructive effects
caused by these genes and their gene products.
 
The Company's Genomics of Aging program is targeted at a wide range of
age-related diseases and conditions, including skin aging, atherosclerosis,
osteoporosis and Alzheimer's disease. Geron's initial focus is on skin aging and
atherosclerosis.
 
- -Skin aging  Geron and its collaborators have established that when dermal
 fibroblasts age, or senesce, they undergo numerous changes in gene expression.
 Geron and its collaborators have discovered over 100 gene markers of genes that
 are differentially expressed in replicatively young versus senescent dermal
 fibroblasts. Some of these gene products appear to be destructive to the
 extracellular matrix. The Company believes that these and other changes
 contribute to the characteristic age-related atrophy of skin. Reversing or
 offsetting the effects of such altered gene expression in senescent fibroblasts
 by targeted and cell-based drug discovery could provide an effective treatment
 for dermal atrophy in aging adults. The Company is establishing automated
 screens to discover small molecule modulators of gene expression in senescent
 cells.
 
- -Atherosclerosis  Atherosclerotic plaques frequently form in blood vessels at
 areas of turbulent blood flow. Geron and its collaborators have shown that
 endothelial cells lining arteries with turbulent blood flow, where cell
 turnover and thus cell division is high, have shorter telomeres than cells in
 regions with less blood turbulence and cell turnover. Further, some gene
 products differentially expressed in senescent endothelial cells have been
 shown to play a role in atherosclerosis. The Company believes that altering
 expression of the senescence-associated genes and their products in the
 vascular endothelium could provide a unique and effective therapy for
 atherosclerosis.
 
Primordial Stem Cell Therapies
Geron seeks to generate a broad array of cell types from PS cells for cellular
transplantation. PS cells are germ line cells that are unique in that they are
both immortal, consistent with their normal telomerase expression, and capable
of differentiation into any and all types of cells and tissues in the body. The
Company believes that PS cells offer significant advantages over other stem
cells, which can differentiate only into a limited array of cell types, an
example being the hematopoietic stem cell which is capable of becoming only
blood cells. In addition, PS cells, unlike other stem cells, are immortal and
can potentially be expanded and grown indefinitely. Finally, these cells may be
used repeatedly for transplantation and they can be thoroughly characterized and
shown to be free of viruses or other pathogens.
 
   
Initially, Geron plans to pursue transplantation applications using PS cells
derived from non-human primates. These cells were recently derived for the first
time at the University of Wisconsin-Madison and are currently licensed
exclusively to Geron. These cells have been shown to differentiate into numerous
cell types that could be useful clinically. There are many strong similarities
between these primate tissues and human tissues that may prevent the rejection
seen with transplantation from other species. The Company is in the early stages
of research directed towards differentiating PS cells for transplantation in
circumstances in which the risk of histoincompatibility will be minimized.
Specifically, the Company is focused on cardiomyocytes for the treatment of
congestive heart failure and neurons for the treatment of Parkinson's disease.
See "Risk Factors -- Dependence on Proprietary Technology and Uncertainty of
Patent Protection."
    
 
                                       28

<PAGE>   31
 
STRATEGIC COLLABORATIONS
 
Geron believes that its broad scientific platform will generate significant
opportunities for a variety of strategic collaborative arrangements. Geron has
established and will continue to selectively establish collaborations with
leading pharmaceutical and diagnostic companies to enhance research, development
and commercialization capabilities and fund operating expenses thereby reducing
equity capital requirements. In each of these strategic collaborations, the
Company will seek to retain significant rights to participate in the commercial
success of its products and to develop and market therapeutic and diagnostic
applications resulting from its discoveries.
 
Kyowa Hakko Collaboration
In April 1995, the Company entered into a License and Research Collaboration
Agreement with Kyowa Hakko. Under the Kyowa Hakko Agreement, Kyowa Hakko agreed
to provide $16.0 million of research funding over four years to support the
Company's program to discover and develop in certain Asian countries a
telomerase inhibitor for the treatment of cancer. In addition, the Company is
entitled to receive future payments totaling $11.5 million upon the achievement
of certain contractual milestones relating to drug development and regulatory
progress, and royalty payments on product sales. Kyowa Hakko also agreed to
purchase $2.5 million of Common Stock in connection with the Company's initial
public offering. Under the Kyowa Hakko Agreement, Geron exercises significant
control during the research phase and Kyowa Hakko exercises significant control
during the development and commercialization phases. Kyowa Hakko will pay for
all clinical expenses associated with product approval in the covered territory.
The Company granted Kyowa Hakko an exclusive license in certain Asian countries
to develop, manufacture and sell products resulting from the collaboration for
the treatment of human cancer. These countries are China, Hong Kong, India,
Indonesia, Kampuchea, Korea, Japan, Laos, Malaysia, Myan Mar, the Philippines,
Singapore, Taiwan, Thailand and Vietnam. Geron has retained all rights to a
telomerase inhibitor outside these countries. The Kyowa Hakko Agreement provides
that Kyowa Hakko will not pursue research and development independent of its
collaboration with Geron with respect to telomerase inhibition for the treatment
of cancer in humans until April 24, 1999, at the earliest. Kyowa Hakko may
terminate the agreement only in the event of breach or bankruptcy by Geron or in
the event that both parties agree that it is no longer reasonably practical to
pursue further research and development of an inhibitor of telomerase.
 
Dianon Collaboration
Geron has entered into a development agreement with Dianon pursuant to which the
parties will jointly develop telomerase detection technology and perform
clinical studies in order to demonstrate the full utility of telomerase as a
cancer diagnostic and prognostic marker. The agreement expires in January 1997,
unless extended by the parties. Each company will generally be responsible for
its respective expenses during the term of the agreement. Geron granted Dianon a
non-exclusive right to license the Geron telomerase technology to provide
clinical reference or anatomical pathology laboratory services and a first right
of negotiation to license Geron's technology for exclusive use in diagnostic
test services through January 1997.
 
Other Collaborations
   
Geron has entered into a development and license agreement with Ventana for
development and commercialization of the Company's telomerase detection
technology to make and sell licensed products solely for use on Ventana systems.
Ventana and Geron will share any profits resulting from this arrangement. Geron
has entered into non-exclusive royalty-bearing license agreements with Oncor and
Boehringer Mannheim for use of the Company's TRAP assay as a kit for research
use only on a worldwide basis excluding Japan. Oncor commenced commercial sale
of the TRAP-ezeTM kit in May 1996. The Company has also entered into a
non-exclusive royalty-bearing license agreement with Dako for use of Geron's RNA
detection technology for research use only on a worldwide basis.
    
 
RESEARCH COLLABORATIONS
 
The Company has entered into and intends to continue to selectively enter into
research agreements with leading academic and research institutions in order to
significantly enhance its research and development capabilities. Under these
agreements, the Company generally provides funding for scientific research in
exchange for exclusive commercial rights to such research. In each of these
agreements, the Company seeks to retain rights to develop and market
applications of any discoveries made under such collaborations by obtaining
options to license exclusively any technology developed under such programs,
including issued patents or patent applications filed in connection with such
programs.
 
The Company has established collaborations for the study of telomeres and
telomerase and the discovery and development of a telomerase inhibitor with the
National Cancer Institute, the Sloan-Kettering Institute for Cancer Research,
Cold Spring Harbor Laboratory, The University of Texas Southwestern Medical
Center at Dallas, The Cleveland Clinic and the University of Texas, San Antonio.
In support of its Cell Senescence Modulation program, Geron has established
collaborations with Lawrence Berkeley Laboratory, Stanford University, Baylor
College of Medicine, Aarhus University (Denmark), University of Groningen (The
Netherlands) and the University of Washington. Geron has established an
exclusive license and collaboration agreement in support of its PS Cell
Therapies program with the licensing arm of the University of Wisconsin-Madison.
 
                                       29

<PAGE>   32
 
PATENTS, PROPRIETARY TECHNOLOGY AND TRADE SECRETS
 
As of May 31, 1996, the Company owned, had exclusively licensed or held an
option to exclusively license three United States patents that expire in 2012
and 2013 and 52 pending United States patent applications, as well as six
corresponding international filings under the Patent Cooperation Treaty and nine
pending foreign national patent applications. Protection of the Company's
proprietary compounds and technology is important to the Company's business. The
Company's policy is to seek, when appropriate, patent protection for its lead
compounds, gene discoveries, screening technologies and certain other
proprietary technologies through licensing and by filing patent applications in
the United States and certain other countries. The Company believes its patent
filings and patent licenses and options may provide protection for its drug
discovery and diagnostics development programs and its patent applications
disclose useful discoveries in the field of telomere biology and telomerase
regulation as well as cellular senescence and cellular immortality. The
Company's screening efforts have resulted in the identification of several
compounds that inhibit human telomerase in vitro and the Company has filed
United States patent applications on certain of these chemical classes of
telomerase inhibitors. The Company has licensed an issued United States patent
relating to telomerase activity-based cancer diagnostic methods and has several
United States patent applications pending that are directed to the TRAP assay.
The Company's in situ telomerase RNA detection technology is the subject of
several patent applications. The patent application relating to reagents used in
the assay has received a notice of allowance from the United States Patent and
Trademark Office. The Company has also filed patent applications on its
technologies for identifying genes that are differentially expressed in
different cell types or at different stages of cellular development, and the
United States Patent and Trademark Office has recently allowed claims relating
to the Company's "Enhanced Differential Display" technology.
 
   
While the Company believes its patents and patent applications provide
competitive advantage in its efforts to discover, develop and market useful
therapeutic and diagnostic products, the patent positions of pharmaceutical and
biopharmaceutical companies, including the Company, are highly uncertain and
involve complex legal and technical questions for which legal principles are not
firmly established. There can be no assurance that the Company has developed or
will continue to develop products or processes that are patentable or that
patents will issue from any of the pending applications, including patent
applications that have been allowed. There can also be no assurance that the
Company's current patents, or patents that issue on pending applications, will
not be challenged, invalidated or circumvented, or that the rights granted
thereunder will provide proprietary protection or competitive advantages to the
Company. Because (i) patent applications in the United States are maintained in
secrecy until patents issue, (ii) patent applications are not generally
published until many months or years after they are filed and (iii) publication
of technological developments in the scientific and patent literature often
occur long after the date of such developments, the Company cannot be certain
that it was the first to invent the subject matter covered by the patent
applications or that it was the first to file patent applications for such
inventions. Litigation to establish the validity of patents, to defend against
patent infringement claims of others and to assert infringement claims against
others can be expensive and time consuming even if the outcome is favorable to
the Company. If the outcome of patent prosecution or litigation is unfavorable
to the Company, the Company could be materially adversely affected.
    
 
Patent law relating to the scope and enforceability of claims in the technology
fields in which the Company operates is still evolving. The degree of future
protection for the Company's proprietary rights, therefore, is highly uncertain.
In this regard, there can be no assurance that independent patents will issue
from each of the 52 United States patent applications referenced above, which
include many interrelated applications directed to common or related subject
matter. The Company is aware of certain patent applications that have been filed
by others with respect to telomerase and telomere length. In this regard, Iowa
State University has filed United States and corresponding foreign patent
applications claiming methods and reagents relating to the RNA component of
human telomerase, and Isis Pharmaceuticals, Inc. has filed United States and
corresponding foreign patent applications relating to oligonucleotide-like
reagents asserted to have telomere length modulating activity. In addition,
there are a number of issued patents and pending applications owned by others
directed to differential display, stem cell and other technologies relating to
the Company's research, development and commercialization efforts. There can be
no assurance that the Company's technology can be developed and commercialized
without a license to such patents or that patent applications will not be
granted priority over patent applications filed by the Company. Furthermore,
there can be no assurance that others will not independently develop similar or
alternative technologies to those of the Company, duplicate any of the Company's
technologies, or design around the patented technologies developed by the
Company or its licensors, any of which may have a material adverse effect on the
Company.
 
The commercial success of the Company depends significantly on its ability to
operate without infringing patents and proprietary rights of others. There can
be no assurance that the Company's technologies do not and will not infringe the
patents or proprietary rights of others. In the event of such infringement, the
Company may be enjoined from pursuing research, development or commercialization
of its potential products or may be required to obtain licenses to these patents
or other proprietary rights or to develop or obtain alternative technology.
There can be no assurance that the Company will be able to obtain alternative
technologies or any required license on commercially favorable terms, if at all,
and if any such license is or alternative technologies are not obtained, the
Company may be delayed or prevented from pursuing the development of certain of
its potential products. The Company's breach of an existing license or failure
to obtain or delay in obtaining alternative technologies or a license to any
technology that it may require to develop or
 
                                       30

<PAGE>   33
 
   
commercialize its products may have a material adverse effect on the Company. In
this regard, the Company is currently in discussions with a research institution
with respect to a research collaboration for the development of certain
technology related to its Primordial Stem Cell Therapies program. A third party
has notified the Company that if the Company enters into such an arrangement,
the Company will violate the rights of such third party. Although the Company
believes that such an arrangement may be important to the Primordial Stem Cell
Therapies program, the Company does not believe that it is essential to such
program or the Company. As of the date of this Prospectus, the Company has made
no decision whether to enter into such an arrangement and, in any event, must
yet complete scientific and legal due diligence and successfully negotiate the
terms of such an arrangement, as to which there can be no assurance. If such an
arrangement is entered into, the Company believes it has substantial defenses to
any claims that might be asserted by such third party.
    
 
Litigation may also be necessary to enforce any patents issued or licensed to
the Company or to determine the scope and validity of another's proprietary
rights. The Company could incur substantial costs if litigation is required to
defend itself in patent suits brought by third parties or if Geron initiates
such suits. There can be no assurance that the Company's issued or licensed
patents would be held valid or infringed in a court of competent jurisdiction or
that a patent held by another will be held invalid or not infringed in such
court. An adverse outcome in litigation or an interference to determine priority
or other proceeding in a court or patent office could subject the Company to
significant liabilities to other parties, require disputed rights to be licensed
from other parties or require the Company to cease using such technology, any of
which could have a material adverse effect on the Company.
 
Geron also relies on trade secrets to protect its proprietary technology,
especially in circumstances in which patent protection is not believed to be
appropriate or obtainable. Geron attempts to protect its proprietary technology
in part by confidentiality agreements with its employees, consultants and
certain contractors. There can be no assurance that these agreements will not be
breached, that the Company would have adequate remedies for any breach, or that
the Company's trade secrets will not otherwise become known or be independently
discovered by competitors.
 
The Company is party to various license agreements which give it rights to use
certain technologies in its research, development and commercialization
activities. Disputes have arisen and may continue to arise as to the
inventorship and corresponding rights in know-how and inventions resulting from
the joint creation or use of intellectual property by the Company and its
licensors, research collaborators and consultants. There can be no assurance
that the Company will be able to continue to license such technologies on
commercially reasonable terms, if at all, or to maintain its exclusive licenses.
In this regard, the Company's license with the licensing arm of the University
of Wisconsin-Madison for PS cells derived from primates is currently exclusive
for two years and non-exclusive thereafter. The failure of the Company to
maintain exclusive or other rights to such technologies could have a material
adverse effect on the Company. See "Risk Factors -- Patents, Proprietary
Technology and Trade Secrets."
 
SCIENTIFIC AND CLINICAL ADVISORS
 
The Company has consulting agreements with a number of leading academic
scientists and clinicians who serve as members of its Scientific Advisory Board
("SAB"), Clinical Advisory Board ("CAB", and together with the SAB, the
"Advisory Boards") or as consultants. These individuals are distinguished
scientists and clinicians with expertise in the areas of genetics of aging, cell
senescence, telomerase, cell biology and molecular biology.
 
The SAB was established to consult with the Company with respect to scientific
programs and strategies. The individuals also provide important contacts
throughout the broader scientific community. The SAB meets as a whole
approximately once a year and in smaller groups to focus on certain scientific
issues on a more frequent basis. Individual members are called upon on an ad hoc
basis as appropriate. The CAB was established to help the Company define
clinical targets and diseases. The CAB meets on an as-needed basis.
 
Each member of the Advisory Boards has entered into an agreement with the
Company covering the terms of his or her position as a member of the Advisory
Board. Each member provides services on an as-needed basis. Most members of the
Advisory Boards have entered into separate agreements with the Company covering
additional consultation above and beyond their activities as Advisory Board
members. Certain Advisory Board members hold options to purchase or have
purchased Common Stock of the Company. In addition, members of the Advisory
Board generally receive a fee of $1,000 for attending each Advisory Board
meeting and are reimbursed for out-of-pocket expenses incurred in attending each
meeting. Most members of the Advisory Boards are employed by institutions other
than the Company and may have commitments to, or consulting or advisory
agreements with, other entities that may limit their availability to the
Company.
 
The Company's scientific and clinical advisors and consultants include the
following individuals:
 
ELIZABETH BLACKBURN, PH.D., is a Professor and Chair of the Department of
Microbiology and Immunology at the University of California at San Francisco and
a member of the National Academy of Sciences. Dr. Blackburn is known for her
pioneering characterization of telomeres and for her co-discovery of telomerase
with Dr. Carol Greider in 1985 and subsequent characterization of this important
enzyme.
 
                                       31

<PAGE>   34
 
GUNTER K. BLOBEL, M.D., PH.D., is an investigator at the Howard Hughes Medical
Institute, Rockefeller University and a member of the SAB. Dr. Blobel is a
member of the National Academy of Sciences, the recipient of the 1993 Lasker
Award, and past president of the American Society for Cell Biology. He is well
known for his work in protein translocation and is now turning much of his
research focus to nuclear trafficking.
 
DAVID BOTSTEIN, PH.D., is Professor and Chairman of the Department of Genetics,
Stanford University School of Medicine. He was elected to the National Academy
of Sciences in 1981 and to the Institute of Medicine in 1993. His current
research activities include studies of yeast genetics and cell biology and
linkage mapping of human genes predisposing to manic-depressive illness and the
development and maintenance of the Saccharomyces Genome Database on the World
Wide Web. He has received numerous awards, including the Eli Lilly Award in
Microbiology (1978), the Genetics Society of America Medal (1985), and the Allen
Award of the American Society of Human Genetics (1989). Dr. Botstein has served
on numerous committees including the NAS/NRC study on the Human Genome Project
(1987-88), the NIH Program Advisory Panel on the Human Genome (1989-90) and the
Advisory Council of the National Center for Human Genome Research (1990-1995).
 
ROBERT N. BUTLER, M.D., is a gerontologist and psychiatrist with broad
experience in aging research and advocacy. In 1982, he founded the first, and
still the only, department of geriatrics at a United States medical
school -- the Department of Geriatrics and Adult Development at the Mount Sinai
Medical Center -- where he continues to serve as Professor. Since 1990, he has
also been Director of the International Longevity Centers. In 1975, he became
the founding director of the National Institute on Aging of the National
Institutes of Health, a position he held until 1982. He currently serves on the
National Advisory Council of the National Institute on Aging and a member of the
Company's CAB. Dr. Butler also serves as editor-in-chief of the journal
Geriatrics and is the author of approximately 300 scientific and medical
articles. In 1976, he won the Pulitzer Prize for his book, Why Survive? Being
Old in America.
 
JUDITH CAMPISI, PH.D., is a Senior Scientist and Acting Chair, Department of
Cancer Biology, Lawerence Berkeley National Laboratory. She has been an
Established Investigator of the American Heart Association and currently has a
MERIT Award from the National Institute on Aging, and serves on the NIA Board of
Scientific Counselors. Her major interest is the cell and molecular biology of
senscense and tumorigenesis.
 
VINCENT CRISTOFALO, PH.D., is a Professor of Pathology and Laboratory Medicine,
and Director of the Center for Gerontological Research, Medical College of
Pennsylvania and Hahnemann University and a member of the Company's SAB. In
addition, he is professor emeritus at the University of Pennsylvania and adjunct
professor at The Wistar Institute. He sits on the Board of Scientific Counselors
of the National Institute on Aging and the Department of Veterans Affairs
Geriatrics and Gerontology Advisory Committee, as well as numerous editorial
boards.
 
CAROL GREIDER, PH.D., is a Senior Staff Scientist at the Cold Spring Harbor
Laboratory and a member of the Company's SAB. She is known for her co-discovery
of telomerase with Dr. Elizabeth Blackburn. Her pioneering work on the molecular
mechanisms of this enzyme and its role in cellular immortalization is widely
recognized.
 
DOUGLAS HANAHAN, PH.D., is a Professor of Biochemistry in the Department of
Biochemistry and Biophysics and Associate Director of the Hormone Research
Institute, University of California, San Francisco and a member of the Company's
SAB. His major research interests are the cellular and genetic mechanisms of
tumor development and autoimmunity. Prior to joining UCSF in 1988, Dr. Hanahan
was with the Cold Spring Harbor Laboratory for nine years, where he developed
technologies for recombinant DNA and molecular cloning, and established
transgenic mouse models to study cancer and autoimmune diseases.
 
LEONARD HAYFLICK, PH.D., is a Professor of Anatomy at the University of
California, School of Medicine, San Francisco, and is a member of the Company's
SAB. Dr. Hayflick is best known for his pioneering work in tissue culture where
he discovered the finite replicative capacity of normal human cells which he
interpreted as aging at the cell level. This phenomenon is known as the
"Hayflick Limit" and Dr. Hayflick is widely known as the "father" of cellular
gerontology. Dr. Hayflick has published over 200 papers and is the recipient of
numerous national and international research awards and honors, was President of
the Gerontological Society of America, is editor-in-chief of Experimental
Gerontology, was a founding member of the Council of the National Institute on
Aging, and recently authored the popular book, "How and Why We Age."
 
ERIC LANDER, PH.D., is a Professor of Biology at the Massachusetts Institute of
Technology and serves as the Director of the Whitehead Institute/MIT Center for
Genome Research. Dr. Lander is active in several organizations involved in human
genetics research, including serving on the board of directors for the Genetic
Society of America, acting as former chair of the Genome Research Review
Committee for NIH's National Center for Human Genome Research and the Company's
SAB. He brings broad experience in human and mammalian genetic research.
 
GEORGE M. MARTIN, M.D., is Professor of Pathology, Adjunct Professor of
Genetics, Director of Alzheimer's Disease Research Center, University of
Washington School of Medicine and a member of the Company's CAB. He has held
various positions in the
 
                                       32

<PAGE>   35
 
departments of pathology and genetics at the University of Washington School of
Medicine since 1957, and was appointed director of the Alzheimer Disease
Research Center in 1985. Dr. Martin's recent awards include a Research Medal
granted by the American Aging Association in 1992 and the Robert W. Kleemeier
Award given by the Gerontological Society of America in 1993.
 
MALCOLM MOORE, PH.D., is a Professor of Biology at the Sloan-Kettering Division,
Cornell Graduate School of Medical Sciences. He is also currently incumbent of
the Enid A. Haupt Chair of Cell Biology, Memorial Sloan-Kettering Cancer Center.
Dr. Moore most recently received the William B. Coley Award For Distinguished
Research in Immunology by the Cancer Research Institute (June 1995).
 
JERRY W. SHAY, PH.D., is a Professor of Cell Biology and Neuroscience, The
University of Texas Southwestern Medical Center at Dallas and a member of the
Company's SAB. Dr. Shay's research focuses on molecular mechanisms of
tumorigenesis and immortalization with a particular emphasis on cancer of the
breast.
 
JAMES D. WATSON, PH.D., is the President of Cold Spring Harbor Laboratory and a
member of the Company's SAB. Dr. Watson is the former head of the NIH Human
Genome Project and is famous for his 1953 discovery with Francis Crick of the
double helical structure of DNA, for which he received the Nobel Prize.
 
WOODRING E. WRIGHT, M.D., PH.D., is a Professor of Cell Biology and
Neuroscience, The University of Texas Southwestern Medical Center at Dallas and
a member of the Company's SAB. He is widely recognized as a leading molecular
biologist working in the field of cellular senescence and on the molecular basis
of muscle development.
 
BUSINESS ADVISORS
 
The Company has also established a Business Advisory Board to advise it on
strategic business matters. Each member of the Business Advisory Board has
entered into an agreement with the Company covering the terms of his position
and provides services on an as-needed basis up to four days per year. Both
members hold options to purchase or have purchased Common Stock of the Company.
Neither member receives cash compensation for his services but each member is
reimbursed for out-of-pocket expenses incurred in connection with his service to
the Company. The members of the Company's Business Advisory Board are:
 
JACK L. BOWMAN has over 30 years of health care management experience, most
recently as company group chairman of Johnson & Johnson. Prior to Johnson &
Johnson, Mr. Bowman was with American Cyanamid, where his positions included
President of Lederle Laboratories, and Ciba-Geigy Pharmaceuticals.
 
ROBERT A. SWANSON is a founder of Genentech, Inc., served as its Chief Executive
Officer from 1976 to 1990, and has been Chairman of the Board since 1990. Prior
to forming Genentech, Mr. Swanson was a partner with Kleiner & Perkins venture
capital partnership in San Francisco, and from 1970 to 1974, he was an
investment officer with Citicorp Venture Capital Ltd. He serves on the Board of
Fellows of the Faculty of Medicine at Harvard University and is a member of the
Biology Visiting Committee of, and has served as a Trustee for, the
Massachusetts Institute of Technology. Mr. Swanson is a member of the Royal
Swedish Academy of Engineering Sciences and a member of the Board of Molten
Metal Technology, Inc.
 
GOVERNMENT REGULATION
 
   
Regulation by governmental entities in the United States and other countries
will be a significant factor in the preclinical and clinical testing,
production, labeling, sale, distribution, marketing, advertising and promotion
of any products developed by the Company or its strategic partners. Most of the
Company's or its strategic partners' products will require regulatory approval
or clearance by governmental agencies prior to commercialization. The nature and
the extent to which such regulation may apply to the Company or its strategic
partners will vary depending on the nature of any such products. Generally,
biological drugs and non-biological drugs are regulated more rigorously than
medical devices. In particular, human pharmaceutical therapeutic products,
including a telomerase inhibitor, are subject to rigorous preclinical and
clinical testing and other requirements by the FDA in the United States and
similar health authorities in foreign countries. Various federal and, in some
cases, state statutes and regulations also govern or influence the
manufacturing, safety, labeling, distribution, storage, record keeping and
marketing of such products. The process of obtaining these approvals or
clearances is uncertain and the process and the subsequent compliance with
appropriate federal and foreign statutes and regulations are time consuming and
require the expenditure of substantial resources.
    
 
   
Generally, in order to gain FDA pre-market approval for a biopharmaceutical
product, a company first must conduct extensive preclinical studies in the
laboratory and in animal model systems to gain preliminary information on a
product's potential efficacy and to identify any safety problems. The results of
these studies are submitted as a part of an investigational new drug application
("IND"), which must become effective before human clinical trials of an
investigational drug can start. In order to commercialize any products, the
Company or its strategic partners will be required to sponsor and file an IND
and will be responsible for initiating and overseeing a series of clinical
studies to demonstrate the safety, purity, efficacy and potency in the case of
biological drugs, or safety and efficacy in the case of non-biological drugs
that are necessary to obtain FDA approval of any such products. Clinical trials
are normally done in three phases (Phase I -- safety and pharmacologic
assessment; Phase II -- a small efficacy study; and Phase III -- 200-1000
    
 
                                       33

<PAGE>   36
 
   
patient studies to provide substantial evidence of safety and effectiveness)
which generally take three to six or more years to complete. After completion of
clinical trials of a new product, FDA marketing approval must be obtained. If
the product is classified as a non-biological drug, the Company or its strategic
partner will be required to file a new drug application ("NDA") and receive
approval before commercial marketing of the drug. In the case of a biological
drug, an Establishment License Application ("ELA") and Product License
Application ("PLA") must be filed with and approved by the FDA before marketing
can occur. If a given recombinant product is considered to be a
well-characterized biological drug under the FDA's new program, only a
Biological License Application ("BLA") combining elements of an ELA and a PLA
may be required. These testing and approval processes require substantial time
and effort and there can be no assurance that any such approval will be granted
on a timely basis, if at all. NDAs or PLAs/ELAs submitted to the FDA can take,
on average, two to five years to receive approval, and the FDA must confirm that
good laboratory, clinical, and manufacturing practices were maintained as well
as determine that safety, purity, efficacy and potency (in the case of a
biological drug) or safety and efficacy (in the case of a non-biological drug)
have been established. If questions arise during the FDA review process,
approval can take more than five years. Even if FDA regulatory approvals are
obtained, a marketed product is subject to continual review, and later discovery
of previously unknown problems or failure to comply with the applicable
regulatory requirements may result in restrictions on the marketing of a product
or withdrawal of the product from the market as well as possible civil or
criminal sanctions, including but not limited to recall or seizure of product,
injunction against manufacture, distribution, sales and marketing, and criminal
prosecution. For marketing outside the United States, the Company will also be
subject to foreign regulatory requirements governing human clinical trials and
marketing approval for pharmaceutical products. The requirements governing the
conduct of clinical trials, product licensing, pricing and reimbursement vary
widely from country to country.
    
 
   
Any diagnostic products to be developed by the Company or its strategic partners
are likely to be regulated by the FDA as medical devices rather than drugs. The
nature of the FDA requirements applicable to such medical diagnostic devices
depends on their classification by the FDA. A diagnostic device developed by the
Company or a strategic partner would initially be classified as a Class III
device, and would most likely require pre-market approval. Obtaining pre-market
approval involves the costly and time-consuming process, comparable to that for
new drugs, of conducting laboratory studies, obtaining an investigational device
exemption to conduct clinical tests, filing a pre-market approval application
("PMA"), and obtaining review and approval of the PMA by the FDA. Such review
and approval may take 12-18 months or more. The process from laboratory to
clinical studies to FDA review and approval of a PMA, which approval cannot be
assured on a timely basis, if at all, can take several years or more.
    
 
   
Both drugs and devices are subject to FDA current good manufacturing practice
regulations ("GMPs"), often even at the clinical trial stages. Both drug and
device GMPs specify extensive validation and record keeping requirements,
including the maintenance of product compliance files, as well as require
compliance with various standards governing personnel, equipment and raw
materials, including product stability requirements. There can be no assurance
that the Company or its collaborators or contract manufacturers, if any, will be
able to maintain compliance with the GMP regulations on a continuing basis.
Failure to maintain GMP compliance or compliance with other FDA requirements
could have a material adverse effect on the Company's business.
    
 
   
The Company's research and development activities involve the controlled use of
hazardous materials, chemicals and various radioactive materials. The Company is
subject to federal, state and local laws and regulations governing the use,
storage, handling and disposal of such materials and certain waste products.
Although the Company believes that its safety procedures for using, handling,
storing and disposing of such materials comply with the standard prescribed by
state and federal laws and regulations, the risk of accidental contamination or
injury from these materials cannot be completely eliminated. In the event of
such an accident, the Company's use of these materials could be curtailed by
state or federal authorities, the Company could be held liable for any damages
that result and any liability could exceed the resources of the Company.
    
 
COMPETITION
 
The pharmaceutical and biopharmaceutical industries are intensely competitive.
The Company believes that certain pharmaceutical and biopharmaceutical companies
as well as certain research organizations currently engage in or have in the
past engaged in efforts related to the biological mechanisms of cell aging and
cell immortality, including the study of telomeres and telomerase. In addition,
other products and therapies that could compete directly with the products that
the Company is seeking to develop and market currently exist or are being
developed by pharmaceutical and biopharmaceutical companies, and by academic and
other research organizations. Many companies are also developing alternative
therapies to treat cancer and, in this regard, are competitive with the Company.
The pharmaceutical companies developing and marketing such competing products
have significantly greater financial resources and expertise in research and
development, manufacturing, preclinical and clinical testing, obtaining
regulatory consents and marketing than the Company. Smaller companies may also
prove to be significant competitors, particularly through collaborative
arrangements with large and established companies. Academic institutions,
government agencies and other public and private research organizations may also
conduct research, seek patent protection and establish collaborative
arrangements for research, clinical development and marketing of products
similar to those of the Company. These companies and institutions compete with
the Company in recruiting and retaining qualified scientific and management
personnel as well as in acquiring technologies complementary to the Company's
programs. There is also competition for access to libraries of compounds to use
for screening. Any inability of the Company to secure and maintain access to
sufficiently broad libraries of compounds for screening potential targets would
have a material adverse effect on the Company. In
 
                                       34

<PAGE>   37
 
addition to the above factors, Geron will face competition with respect to
product efficacy and safety, the timing and scope of regulatory consents,
availability of resources, reimbursement coverage, price and patent position,
including potentially dominant patent positions of others. There can be no
assurance that competitors will not develop more effective or more affordable
products, or achieve earlier patent protection or product commercialization than
the Company or that such products will render the Company's products obsolete.
 
EMPLOYEES
 
The Company had 82 full-time employees at May 31, 1996, of whom 33 hold M.D. or
Ph.D. degrees and 18 hold other advanced degrees. Of the total workforce, 68 are
engaged in, or directly support, the Company's research and development
activities and 14 are engaged in business development, finance and
administration. The Company also retains outside consultants. None of the
Company's employees is covered by a collective bargaining agreement, nor has the
Company experienced work stoppages. The Company considers relations with its
employees to be good.
 
FACILITIES
 
Geron currently leases approximately 17,000 square feet of office space at 194
Constitution Drive and 200 Constitution Drive, Menlo Park, California. The
Company's lease for such office space expires in January 1998, with an option to
renew the lease for two additional periods of two and one-half years each.
Minimum annual payments under this lease are approximately $279,000 in 1996,
$290,000 in 1997, and $24,000 in 1998. The Company may use this space for
general office and biomedical research and development purposes. In March 1996,
the Company entered into a lease for an additional 24,000 square feet of office
space at 230 Constitution Drive, Menlo Park, California, of which it expects to
take possession on or about November 1996. The Company's lease for such office
space expires in January 2002, with an option to renew the lease for two
additional periods of two and one-half years each. Minimum annual payments under
this new lease are approximately $51,000 in 1996, $303,000 in 1997, $315,000 in
1998, $327,000 in 1999, $340,000 in 2000 and $296,000 in 2001. The Company may
use this space for general office and biomedical research and development
purposes. The Company believes that its existing facilities are adequate to meet
its requirements for the near term and that additional space will be available
on commercially reasonable terms if needed.
 
LEGAL PROCEEDINGS
 
The Company is not a party to any material legal proceedings.
 
                                       35

<PAGE>   38
 

                                   MANAGEMENT
 
EXECUTIVE OFFICERS AND DIRECTORS
 
The following table sets forth certain information with respect to the executive
officers and directors of the Company as of May 31, 1996:
 

<TABLE>
<CAPTION>
             NAME              AGE                                      POSITION
- -----------------------------------         ----------------------------------------------------------------
<S>                            <C>          <C>
Ronald W. Eastman                44         President, Chief Executive Officer and Director
David L. Greenwood               44         Chief Financial Officer, Treasurer and Secretary
Richard T. Haiduck               48         Vice President of Corporate Development
Calvin B. Harley, Ph.D.          43         Vice President of Research
Jeryl L. Hilleman                38         Vice President of Operations
Kevin R. Kaster, Esq.            36         Vice President of Intellectual Property and Chief Patent Counsel
Daniel J. Levitt, M.D., Ph.D.    48         Vice President of Drug Development and Chief Medical Officer
Michael D. West, Ph.D.           43         Vice President of New Technologies and Director
Alexander E. Barkas,             48         Chairman of the Board of Directors
  Ph.D.(1)(2)
Brian H. Dovey(1)                54         Director
Charles M. Hartman               54         Director
Thomas D. Kiley, Esq.(2)         53         Director
Patrick F. Latterell             38         Director
Robert B. Stein, M.D., Ph.D.     45         Director
</TABLE>

 
- ---------------
 
(1) Member of the Compensation Committee.
(2) Member of the Audit Committee.
 
RONALD W. EASTMAN has served as President, Chief Executive Officer and Director
of the Company since May 1993. From 1978 until joining the Company, Mr. Eastman
was employed with American Cyanamid Co., most recently as a Vice President and
General Manager of Lederle Laboratories, American Cyanamid's pharmaceutical
business. Mr. Eastman holds a B.A. from Williams College and an M.B.A. from
Columbia University.
 
DAVID L. GREENWOOD has served as Chief Financial Officer, Treasurer and
Secretary of the Company since July 1995. From 1979 until joining the Company,
Mr. Greenwood held various management positions with J.P. Morgan & Co.
Incorporated, an international banking firm, and its subsidiaries, J.P. Morgan
Securities Inc. and Morgan Guaranty Trust Company of New York. Mr. Greenwood
holds a B.A. from Pacific Lutheran University and an M.B.A. from Harvard
Business School.
 
RICHARD T. HAIDUCK has served as Vice President of Corporate Development of the
Company since October 1993. From March 1991 until joining the Company, Mr.
Haiduck was employed by ASB Meditest, a mobile medical testing company, as
Senior Vice President of Field Operations. From December 1989 to February 1991,
he was Chief Executive Officer of Lifescreen, Inc., a health screening company,
and from 1975 to 1989, Mr. Haiduck held various positions with Abbott
Laboratories, Inc., a pharmaceutical company. Mr. Haiduck holds a B.S. from
Miami University and an M.B.A. from Xavier University.
 
CALVIN B. HARLEY, PH.D., has served as Vice President of Research of the Company
since May 1994. From April 1993 to May 1994, Dr. Harley was Director, Cell
Biology of the Company. Dr. Harley was an Associate Professor from 1989 until
joining the Company, and an Assistant Professor from 1982 to 1989, of
Biochemistry at McMaster University. Dr. Harley also was the Chair of the
Canadian Association on Gerontology, Division of Biological Sciences from
October 1989 to October 1991 and Chairman Elect from 1987 to 1989. Dr. Harley
holds a B.S. from University of Waterloo and a Ph.D. from McMaster University,
and conducted postdoctoral work at the University of Sussex and the University
of California, San Francisco.
 
JERYL L. HILLEMAN has served as Vice President of Operations of the Company
since July 1995. From June 1992 until July 1995, Ms. Hilleman served as Vice
President of Administration and Finance of the Company. From 1987 until joining
the Company, Ms. Hilleman served as Vice President, Finance and Operations of
Cytel Corporation, a biotechnology company. Ms. Hilleman holds an A.B. from
Brown University and an M.B.A. from the Wharton Graduate School of Business.
 
KEVIN R. KASTER, ESQ., has served as Vice President of Intellectual Property and
Chief Patent Counsel of the Company since June 1994. From September 1991 until
joining the Company, Mr. Kaster was employed with Affymax, N.V., a biotechnology
company, as Director, Intellectual Property. From May 1988 until September 1991,
Mr. Kaster was a patent attorney with Cetus Corporation, a biotechnology
company. Prior to his employment with Cetus Corporation, he served as an
Associate Biologist and then as a Patent
 
                                       36

<PAGE>   39
 
Technician with Eli Lilly and Company, a pharmaceutical company. Mr. Kaster
holds a B.S. in Chemistry and Molecular Biology from Vanderbilt University and a
J.D. from Indiana University.
 
DANIEL J. LEVITT, M.D., PH.D., has served as Vice President of Drug Development
and Chief Medical Officer of the Company since February 1995. From 1990 until
joining the Company, Dr. Levitt held various positions at Sandoz Pharma Ltd., a
pharmaceutical company, most recently as Worldwide Head of Oncology Clinical
Research and Development. From 1986 to 1990, Dr. Levitt held various positions
with Hoffman-LaRoche, a pharmaceutical company, including Director of Clinical
Oncology and Immunology. He received post graduate training in Pediatrics at
Yale-New Haven Hospital and in Immunology and Oncology at the University of
Alabama-Birmingham Hospitals. Dr. Levitt was an Assistant Professor of
Pediatrics and Immunology at the University of Chicago Pritzker School of
Medicine from 1980 through 1983, and was a founding Scientist of the Guthrie
Research Institute. Dr. Levitt holds a B.A. from Brandeis University and an M.D.
and Ph.D. in Biology from the University of Chicago Pritzker School of Medicine.
 
MICHAEL D. WEST, PH.D., the founder of the Company, has served as a Director of
the Company since November 1990 and as Vice President of New Technologies of the
Company since October 1993. From February 1993 until October 1993, Dr. West
served as Executive Vice President of Business Development of the Company, and
from March 1992 until February 1993, he was Executive Vice President and Chief
Scientific Officer of the Company. From November 1990 until March 1992, Dr. West
served as President of the Company. Prior to joining the Company, Dr. West was a
Senior Research Scientist at The University of Texas Southwestern Medical Center
at Dallas in the Department of Cell Biology and Neuroscience and, from 1989 to
1990, was a Postdoctoral Research Fellow in the same department. Dr. West holds
a B.S. from Rensselaer Polytechnic Institute, an M.S. from Andrews University
and a Ph.D. from Baylor College of Medicine.
 
ALEXANDER E. BARKAS, PH.D., has served as Chairman of the Board since July 1993
and as a Director of the Company since March 1992. From March 1992 until May
1993, he served as President and Chief Executive Officer of the Company. He has
been a partner of Kleiner Perkins Caufield & Byers, a venture capital investment
firm, since 1991, prior to which he was a retained consultant to such firm for
two years. Dr. Barkas is also a director of Connective Therapeutics, Inc. and
several privately held medical technology companies. He holds a B.A. from
Brandeis University and a Ph.D. from New York University.
 
BRIAN H. DOVEY has served as a Director of the Company since June 1993. Mr.
Dovey has been a general partner of Domain Associates, a venture capital
investment firm, since 1988. From 1986 to 1988, Mr. Dovey was President of Rorer
Group, Inc. (now Rhone Poulenc Rorer, Inc.), a pharmaceutical company. Mr. Dovey
is also a director of Athena Neurosciences, Inc., Resound Corporation, NABI,
Creative BioMolecules, Inc., Vivus, Inc., Connective Therapeutics, Inc. and
several privately held companies. He holds a B.A. from Colgate University and an
M.B.A. from Harvard Business School.
 
CHARLES M. HARTMAN has served as a Director of the Company since August 1992. He
has been a general partner of CW Group, a venture capital partnership, since
1983. From 1965 to 1983, Mr. Hartman held a number of positions with Johnson &
Johnson. He is also a director of SUGEN, Inc., Ribozyme Pharmaceuticals, Inc.
and several privately held life sciences companies. He is also a director of the
Hastings Center, a nonprofit organization dedicated to the study of ethics in
medicine and the life sciences. Mr. Hartman holds a B.S. in Chemistry from Notre
Dame University and an M.B.A. from the University of Chicago.
 
THOMAS D. KILEY, ESQ., has served as a Director of the Company since September
1992. He has been self-employed since 1988 as an attorney, consultant and
investor. From 1980 to 1988, he was an officer of Genentech, Inc., a
biotechnology company, serving variously as Vice President and General Counsel,
Vice President for Legal Affairs and Vice President for Corporate Development.
From 1969 to 1980, he was with the Los Angeles law firm of Lyon & Lyon and was a
partner in such firm from 1975 to 1980. Mr. Kiley is also a director of Athena
Neurosciences, Inc., Pharmacyclics, Inc., Connective Therapeutics, Inc.,
Cardiogenesis Corporation and certain privately held biotechnology and other
companies. Mr. Kiley holds a B.S. in Chemical Engineering from Pennsylvania
State University and a J.D. from George Washington University.
 
PATRICK F. LATTERELL has served as a Director of the Company since March 1992.
Mr. Latterell is a General Partner of Venrock Associates, a venture capital
investment group, which he joined in 1989. From 1985 to 1989, he was a General
Partner at Rothschild Ventures Inc., a venture capital firm, where he was
responsible for its healthcare ventures. Prior to joining Rothschild, Mr.
Latterell was Manager of Corporate Development with Syntex Corporation, a
pharmaceutical company. Mr. Latterell is also a director of Biocircuits
Corporation, Pharmacyclics, Inc., Vical, Inc. and several privately held
biomedical companies. Mr. Latterell holds S.B. degrees in Biological Sciences
and Economics from the Massachusetts Institute of Technology and an M.B.A. from
Stanford Business School.
 
ROBERT B. STEIN, M.D., PH.D., has served as a Director of the Company since
April 1996. Since August 1993, Dr. Stein has been Senior Vice President and
Chief Scientific Officer of Ligand Pharmaceuticals Inc., a pharmaceutical
company, and from May 1990 to August 1993, he was Vice President of Research at
Ligand. From 1982 to 1990, Dr. Stein held various positions with Merck, Sharp,
and Dohme Research Laboratories, a pharmaceutical company, including Senior
Director and Head of the Department of Pharmacology from 1989 to 1990. Dr. Stein
holds a B.S. in Biology and Chemistry from Indiana University and an M.D. and
Ph.D. in Physiology and Pharmacology from Duke University.
 
                                       37

<PAGE>   40
 
BOARD OF DIRECTORS COMMITTEES, COMPENSATION OF DIRECTORS AND OTHER INFORMATION
 
The following directors were elected pursuant to a voting agreement, dated as of
March 20, 1992 and amended August 21, 1992 and June 3, 1993, between the Company
and certain stockholders of the Company: Drs. Barkas and West and Messrs. Dovey,
Hartman and Latterell. Upon the closing of the Offering, this voting agreement
will terminate pursuant to a separate agreement among the parties thereto.
 
The Company's Amended and Restated Bylaws provide for a classified Board of
Directors, which may have the effect of deterring hostile takeovers or delaying
changes in control or management of the Company. For purposes of determining
their terms of office, directors are divided into three classes: Class I, Class
II and Class III. Each director serves for a term ending on the date of the
third annual meeting of stockholders following the annual meeting at which the
director is elected, or until his or her earlier death, resignation or removal.
The initial Class I directors, Dr. West and Messrs. Hartman and Latterell, will
hold office until the 1997 annual meeting of stockholders; the initial Class II
directors, Messrs. Dovey, Eastman and Kiley, will hold office until the 1998
annual meeting of stockholders; and the initial Class III directors, Drs. Barkas
and Stein, will hold office until the 1999 annual meeting of stockholders. The
officers of the Company are appointed annually and serve at the discretion of
the Board of Directors.
 
Directors currently receive no cash fees for services provided in that capacity
but are reimbursed for out-of-pocket expenses incurred in connection with
attendance at meetings of the Board of Directors. The 1996 Director's Stock
Option Plan, under which current and future nonemployee directors will be
eligible to receive stock options in consideration for their services, was
adopted by the Board of Directors in June 1996 and will be submitted for
approval by the stockholders prior to the closing of the Offering. The 1996
Director's Stock Option Plan provides that each person who first becomes a
nonemployee director of the Company after the date of the Offering shall be
granted a nonstatutory stock option to purchase 25,000 shares of Common Stock
(the "First Option") on the date on which the optionee first becomes a
nonemployee director of the Company. The First Option will not be granted to
individuals currently serving as nonemployee directors as of the date of the
Offering. Thereafter, on the date of each annual meeting of the Company's
stockholders, each nonemployee director (including directors who were not
granted a First Option prior to the date of such annual meeting) shall be
granted an option to purchase 5,000 shares of Common Stock (a "Subsequent
Option") if, on such date, he or she has served on the Board of Directors for at
least six months. See "Management -- Stock Plans."
 
The Board of Directors currently has an Audit Committee and a Compensation
Committee. The Audit Committee, which was formed in May 1996, oversees the
actions taken by the Company's independent auditors and reviews the Company's
financial and accounting controls. The Audit Committee is currently composed of
Dr. Barkas and Mr. Kiley. The Compensation Committee was formed in August 1993
to review and approve the compensation and benefits for the Company's executive
officers, administer the Company's stock plans and make recommendations to the
Board of Directors regarding such matters. The Compensation Committee is
currently composed of Dr. Barkas and Mr. Dovey. No interlocking relationship
exists between the Board of Directors or Compensation Committee and the board of
directors or compensation committee of any other company, nor has any such
interlocking relationship existed in the past. See "Certain Transactions."
 
LIMITATION OF LIABILITY AND INDEMNIFICATION MATTERS
 
The Company's Amended and Restated Certificate of Incorporation limits the
liability of directors to the maximum extent permitted by Delaware law. Delaware
law provides that a director of a corporation will not be personally liable for
monetary damages for breach of such individual's fiduciary duties as a director
except for liability (i) for any breach of such director's duty of loyalty to
the corporation, (ii) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (iii) for unlawful
payments of dividends or unlawful stock repurchases or redemptions as provided
in Section 174 of the Delaware General Corporation Law or (iv) for any
transaction from which a director derives an improper personal benefit.
 
The Company's Amended and Restated Bylaws provide that the Company will
indemnify its directors and may indemnify its officers, employees and other
agents to the full extent permitted by law. The Company believes that
indemnification under its Bylaws covers at least negligence and gross negligence
on the part of an indemnified party and permits the Company to advance expenses
incurred by an indemnified party in connection with the defense of any action or
proceeding arising out of such party's status or service as a director, officer,
employee or other agent of the Company upon an undertaking by such party to
repay such advances if it is ultimately determined that such party is not
entitled to indemnification.
 
The Company has entered into separate indemnification agreements with each of
its directors and officers. These agreements require the Company, among other
things, to indemnify such director or officer against expenses (including
attorneys' fees), judgments, fines and settlements (collectively, "Liabilities")
paid by such individual in connection with any action, suit or proceeding
arising out of such individual's status or service as a director or officer of
the Company (other than Liabilities arising from willful misconduct or conduct
that is knowingly fraudulent or deliberately dishonest) and to advance expenses
incurred by such individual in connection with any proceeding against such
individual with respect to which such individual may be entitled to
indemnification by the Company. The
 
                                       38

<PAGE>   41
 
Company believes that its Certificate of Incorporation and Bylaw provisions and
indemnification agreements are necessary to attract and retain qualified persons
as directors and officers.
 
At present the Company is not aware of any pending or threatened litigation or
proceeding involving any director, officer, employee or agent of the Company in
which indemnification will be required or permitted.
 

EXECUTIVE COMPENSATION
 
The following table sets forth certain compensation paid by the Company during
the year ended December 31, 1995 to the Company's Chief Executive Officer and
the Company's four other most highly compensated executive officers whose total
cash compensation exceeded $100,000 (collectively, the "Named Executive
Officers").
 
SUMMARY COMPENSATION TABLE
 

<TABLE>
<CAPTION>
                                         -----------------------------------------------------------------------
                                                            ANNUAL COMPENSATION
                                                  ----------------------------------------         LONG-TERM
                                                                                                 COMPENSATION
                                                                                                    AWARDS
                                                                                               -----------------
                                         -------------------------------------------------     -----------------
                                                                                OTHER             SECURITIES
                                                                               ANNUAL             UNDERLYING
NAME AND PRINCIPAL POSITION (1)          YEAR      SALARY       BONUS      COMPENSATION(2)        OPTIONS(#)
- ---------------------------------------  -----    ---------    --------    ---------------     -----------------
<S>                                      <C>      <C>          <C>         <C>                 <C>
Ronald W. Eastman                         1995    $ 214,750    $ 38,660    $        30,000                68,235
  President and Chief Executive Officer
Richard T. Haiduck                        1995      169,000      30,420             18,000                26,921
  Vice President of Corporate
     Development
Calvin B. Harley, Ph.D.                   1995      154,897      27,890             18,000                28,928
  Vice President of Research
Jeryl L. Hilleman                         1995      139,285      26,650              9,000                25,709
  Vice President of Operations
Daniel J. Levitt, M.D., Ph.D.(3)          1995      136,581      28,490             10,000                79,417
  Vice President of Drug Development
     and Chief Medical Officer
</TABLE>

 
- ---------------
(1) Mr. Greenwood, the Company's Chief Financial Officer, Treasurer and
Secretary, joined the Company in July 1995 and currently receives an annual base
salary of $184,100. Had he been employed with the Company for the entire year
ended December 31, 1995, Mr. Greenwood would have been a Named Executive
Officer.
(2) Other annual compensation consists solely of monthly housing allowances.
(3) Dr. Levitt joined the Company in March 1995 and currently receives an annual
base salary of $197,200.
 
                                       39

<PAGE>   42
 
The following table provides certain information regarding options granted to
the Named Executive Officers during the year ended December 31, 1995. No stock
appreciation rights were granted to these individuals during the year.
 
OPTION GRANTS IN LAST FISCAL YEAR
 

<TABLE>
<CAPTION>
                            -----------------------------------------------------------------------------------------
                                                   INDIVIDUAL GRANTS
                            ----------------------------------------------------------------    POTENTIAL REALIZABLE
                                                    PERCENT OF                                    VALUE AT ASSUMED
                                                 TOTAL OPTIONS                                  ANNUAL RATES OF STOCK
                            NUMBER OF SHARES        GRANTED TO                                   PRICE APPRECIATION
                                  UNDERLYING      EMPLOYEES IN     EXERCISE OR                   FOR OPTION TERM(4)
                                     OPTIONS            FISCAL      BASE PRICE    EXPIRATION    ---------------------
           NAME             GRANTED(#)(1)(2)           YEAR(3)          ($/SH)          DATE      5%($)        10%($)
- --------------------------  ----------------     -------------     -----------    ----------    -------     ---------
<S>                         <C>                  <C>               <C>            <C>           <C>         <C>
Ronald W. Eastman                     68,235              14.2%    $      0.82       7/27/05    $35,017     $  88,740
Richard T. Haiduck                    26,921               5.6            0.82       7/27/05     13,816        35,012
Calvin B. Harley, Ph.D.               28,928               6.0            0.82       7/27/05     14,845        37,621
Jeryl L. Hilleman                     25,709               5.4            0.82       7/27/05     13,193        33,435
Daniel J. Levitt, M.D.,
  Ph.D.                               79,417              16.5            0.82       7/27/05     40,755       103,282
</TABLE>

 
- ---------------
(1) These stock options, which were granted under the 1992 Stock Option Plan,
are immediately exercisable for all option shares, but any shares purchased
under the option are subject to repurchase by the Company at the original
exercise price per share upon the cessation of the optionee's employment with
the Company. The Company's repurchase right generally lapses at the rate of
1/10th of the total number of shares at the end of the first six month period
after the commencement of the optionee's employment with the Company and 1/60th
of the total number of shares at the end of each month thereafter. The maximum
term of each option grant is ten years from the date of grant. The exercise
price is equal to the fair market value of the underlying stock on the grant
date.
 
(2) On April 30, 1996, the Board of Directors granted stock options to the above
Named Executive Officers as follows: Mr. Eastman, 91,761 shares; Mr. Haiduck,
25,489 shares; Dr. Harley, 25,489 shares; Ms. Hilleman, 25,489 shares; and Dr.
Levitt, 31,861 shares. In addition, on such date, the Board of Directors granted
a stock option to Mr. Greenwood for 42,482 shares. All of the foregoing options
will vest over a five-year period from the date of grant and are exercisable at
$2.04, the fair market value per share on the date of grant as determined by the
Board of Directors.
 
(3) Based on an aggregate of 479,883 options granted by the Company in the year
ended December 31, 1995 to employees of the Company, including the Named
Executive Officers.
 
(4) The 5% and 10% assumed annual rates of compounded stock price appreciation
are mandated by the Securities and Exchange Commission. There is no assurance
provided to any executive officer or any other holder of the Company's
securities that the actual stock price appreciation over the ten year option
term will be at the assumed 5% and 10% levels or at any other defined level.
Unless the market price of the Common Stock appreciates over the option term, no
value will be realized from the option grants made to the executive officers.
 
                                       40

<PAGE>   43
 
The following table sets forth information with respect to options exercised
during the year ended December 31, 1995 by the Named Executive Officers.
 
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
 

<TABLE>
<CAPTION>
                             ---------------------------------------------------------------------------------------------
                                                          NUMBER OF SECURITIES UNDERLYING          VALUE OF UNEXERCISED
                                                               UNEXERCISED OPTIONS AT              IN-THE-MONEY OPTIONS
                               SHARES                        FISCAL YEAR-END (#)(1)(2)         AT FISCAL YEAR-END ($)(2)(3)
                             ACQUIRED ON      VALUE       --------------------------------   --------------------------------
           NAME              EXERCISE(#)   REALIZED($)    EXERCISABLE(4)    UNEXERCISABLE    EXERCISABLE(4)    UNEXERCISABLE
- ---------------------------  -----------   ------------   ---------------   --------------   ---------------   --------------
<S>                          <C>           <C>            <C>               <C>              <C>               <C>
Ronald W. Eastman                132,352   $     63,000           164,622                0   $           840   $            0
Richard T. Haiduck                33,823          1,150            52,361                0                 0                0
Calvin B. Harley, Ph.D.                0              0            75,508                0             1,850                0
Jeryl L. Hilleman                 29,411         14,000            66,343                0               554                0
Daniel J. Levitt, M.D.,
  Ph.D.                                0              0            79,417                0                 0                0
</TABLE>

 
- ---------------
(1) No stock appreciation rights were granted to the Named Executive Officers
during the fiscal year ended December 31, 1995.
(2) As of December 31, 1995, Mr. Greenwood held options to purchase 73,529
shares at an exercise price of $0.82 per share, all of which were then
exercisable. During the year ended December 31, 1995, Mr. Greenwood did not
exercise any options.
(3) Based on the fair market value of the Common Stock as of December 31, 1995,
as determined by the Board of Directors ($0.82 per share), minus the per share
exercise price, multiplied by the number of shares underlying the option.
(4) These stock options, which were granted under the 1992 Stock Option Plan,
are immediately exercisable for all option shares, but any shares purchased
under the option are subject to repurchase by the Company at the original
exercise price per share upon the cessation of the optionee's employment with
the Company. The Company's repurchase right generally lapses at the rate of
1/10th of the total number of shares at the end of the first six month period
after the commencement of the optionee's employment with the Company and 1/60th
of the total number of shares at the end of each month thereafter.
 
STOCK PLANS
 
1992 Stock Option Plan
   
The Company's 1992 Stock Option Plan (the "Stock Option Plan") was adopted by
the Board of Directors in May 1992 and approved by the stockholders in July
1992. In April 1996, the Stock Option Plan was amended by the Board of Directors
to increase the number of shares of Common Stock authorized for issuance
thereunder. In June 1996, the Stock Option Plan was amended by the Board of
Directors to comply with certain requirements of Rule 16b-3 of the Securities
Exchange Act of 1934, as amended, and the Internal Revenue Code of 1986, as
amended (the "Code"). A total of 2,554,411 shares of Common Stock have been
authorized for issuance under the Stock Option Plan plus an automatic increase
on the first trading day of the 1997, 1998, 1999, 2000 and 2001 calendar years
of an additional number of shares equal to 2% of the number of shares of Common
Stock outstanding on December 31 of the immediately preceding calendar year,
with no such annual increase to exceed 300,000 shares. As of May 31, 1996,
options to purchase a total of 585,653 shares of Common Stock had been
exercised, options to purchase a total of 1,437,977 shares at a weighted average
exercise price of $1.32 per share were outstanding, and 530,781 shares remained
available for future option grants. Upon the effective date of the Offering, the
Company will grant options under the Stock Option Plan to purchase an aggregate
of 194,491 shares to employees, officers, directors and consultants of the
Company, including the following executive officers: Mr. Eastman, 35,297 shares;
Mr. Greenwood, 16,341 shares; Mr. Kaster, 12,256 shares; Dr. Levitt, 12,256
shares; Dr. West, 12,256 shares; Mr. Haiduck, 9,805 shares; Dr. Harley, 9,805
shares; and Ms. Hilleman, 9,805 shares. These options will have an exercise
price equal to the initial public offering price and will vest over a five-year
period from the vesting commencement date.
    
 
The Stock Option Plan provides for the grant to employees of the Company
(including officers and employee directors) of "incentive stock options" within
the meaning of Section 422 of the Code and for the grant of nonstatutory stock
options to employees and consultants of the Company. To the extent an optionee
would have the right in any calendar year to exercise for the first time one or
more incentive stock options for shares having an aggregate fair market value
(under all plans of the Company and determined for each share as of the date the
option to purchase the share was granted) in excess of $100,000, any such excess
options will be treated as nonstatutory stock options.
 
The Stock Option Plan is administered by the Board of Directors or a committee
of the Board of Directors (the "Administrator"). A committee of nonemployee
directors grants options to Section 16 insiders. The Administrator determines
the terms of options granted under the Stock Option Plan, including the number
of shares subject to the option, exercise price, term and exercisability.
However, in
 
                                       41

<PAGE>   44
 
no event may any one person participating in the Stock Option Plan receive
options in any calendar year beginning with the 1996 calendar year for more than
500,000 shares. The exercise price of all incentive stock options granted under
the Stock Option Plan must be at least equal to the fair market value of the
Common Stock of the Company on the date of grant. The exercise price of all
nonstatutory stock options must equal at least 85% of the fair market value of
the Common Stock on the date of grant. The exercise price of any incentive stock
option granted to an optionee who owns stock representing more than 10% of the
voting power of the Company's outstanding capital stock (a "10% Stockholder")
must equal at least 110% of the fair market value of the Common Stock on the
date of grant. Payment of the exercise price may be made in cash, promissory
notes or other consideration determined by the Administrator. The Administrator
determines the term of options. The term of a stock option granted under the
Stock Option Plan may not exceed ten years; provided, however, that the term of
an incentive stock option may not exceed five years for 10% Stockholders. No
option may be transferred by the optionee other than by will or the laws of
descent or distribution, except that a nonstatutory stock option may be assigned
in accordance with the terms of a qualified domestic relations order.
 
Each option may be exercised during the lifetime of the optionee only by such
optionee or a transferee under a qualified domestic relations order. Options
granted under the Stock Option Plan generally are immediately exercisable, and
the shares purchasable under such options are subject to repurchase by the
Company at their original exercise price, which repurchase rights generally
lapse in a series of installments at the rate of 10% of the total number of
shares after the six month period from the date of grant, and approximately
1.67% each month thereafter. In addition, the Stock Option Plan provides that
the Administrator, in its sole discretion, may assist any optionee in the
exercise of an option by authorizing the extension of a loan from the
Corporation to such optionee or by permitting such optionee to pay the exercise
price in installments over a period of years.
 
In the event an optionee ceases to be employed by the Company for any reason
other than death or disability, each outstanding option held by such optionee
will remain exercisable for the three-month period following the date of such
cessation of employment. Should the optionee's employment terminate by reason of
disability, each outstanding option will remain exercisable for the six month
period following the date of such cessation of employment. Should the disability
be deemed a permanent disability or should the optionee's employment terminate
by reason of death, options held by such optionee will remain exercisable for 12
months following such cessation of employment. The Board will have full power
and authority to extend the period of time for which the option is to remain
exercisable following the optionee's termination of service.
 
In the event of certain transactions involving changes in control of the
Company, the Stock Option Plan requires that each outstanding option will
accelerate so that each option will be fully exercisable for all of the shares
subject to such option immediately prior to the effective date of the
transaction. In addition, upon the occurrence of such a transaction, the Stock
Option Plan provides that all of the outstanding repurchase rights of the
Company with respect to shares of Common Stock acquired upon exercise of options
granted under the Stock Option Plan will terminate. The Administrator has the
authority to amend or terminate the Stock Option Plan as long as such action
does not adversely affect any outstanding option and provided that stockholder
approval will be required for an amendment to increase the number of shares
subject to the Stock Option Plan, to materially modify the eligibility
requirements for the grant of options under the Stock Option Plan, to materially
increase the benefits accruing to participants under the Stock Option Plan, or
to increase the annual limitation on grants to participants under the Stock
Option Plan. If not terminated earlier, the Stock Option Plan will terminate in
2002.
 
1996 Employee Stock Purchase Plan
The Company's 1996 Employee Stock Purchase Plan (the "Stock Purchase Plan") was
adopted by the Board of Directors in June 1996 and will be submitted for
approval by the stockholders prior to the closing of the Offering. A total of
300,000 shares of Common Stock has been reserved for issuance under the Stock
Purchase Plan. If approved by the stockholders, the Stock Purchase Plan, which
is intended to qualify under Section 423 of the Code, will be implemented by a
series of offering periods of 12 months duration, with new offering periods
(other than the first offering period) commencing on or about January 1 and July
1 of each year. Each offering period consists of two consecutive purchase
periods of six months' duration, with the last day of such period being
designated a purchase date. The first such offering period is expected to
commence on the date of the Offering and continue through June 30, 1997, with
the first purchase date occurring on December 31, 1996 and subsequent purchase
dates to occur every six months thereafter. The Stock Purchase Plan is intended
to be administered by the Board of Directors or by a committee appointed by the
Board of Directors. Under the Stock Purchase Plan, employees (including officers
and employee directors) of the Company, or of any majority owned subsidiary
designated by the Board of Directors, are eligible to participate if they are
employed by the Company or any such subsidiary for at least 20 hours per week
and more than five months per year. No employee will be allowed to participate
in an offering period if, as a result of such participation, such employee would
own stock or options to purchase stock possessing 5% or more of the voting power
or value of all classes of stock of the Company. The Stock Purchase Plan permits
eligible employees to purchase Common Stock through payroll deductions, which
may not exceed 10% of an employee's compensation and other Stock Purchase Plan
limitations, at a price equal to the lower of 85% of the fair market value of
the Common Stock at the beginning of the offering period or the purchase date.
If the fair market value of the Common Stock on a purchase date is less than the
fair market value at the beginning of the offering period, a new 12 month
offering period will immediately begin on the first business day following the
purchase date with a new fair
 
                                       42

<PAGE>   45
 
market value. Employees may end their participation in the offering at any time
during the offering period, and participation ends automatically on termination
of employment with the Company. In addition, participants may decrease their
level of payroll deductions once during an offering period.
 
The Stock Purchase Plan provides that in the event of a merger of the Company
with or into another corporation or a sale of substantially all of the Company's
assets, each right to purchase stock under the plan will be assumed or an
equivalent right substituted by the successor corporation unless the Board of
Directors shortens the offering period so that employees' rights to purchase
stock under the plan are exercised prior to the merger or sale of assets. Under
the Stock Purchase Plan, the Board of Directors has the power to amend or
terminate the plan as long as such action does not adversely affect any
outstanding rights to purchase stock thereunder. If not terminated earlier, the
Stock Purchase Plan will have a term of 20 years.
 
1996 Directors' Stock Option Plan
The Company's 1996 Directors' Stock Option Plan (the "Directors' Plan") was
adopted by the Board of Directors in June 1996 and will be submitted for
approval by the stockholders prior to the closing of the Offering. A total of
250,000 shares of Common Stock has been reserved for issuance under the
Directors' Plan. The Directors' Plan provides for the automatic and
nondiscretionary grant of nonstatutory stock options to nonemployee directors of
the Company. The Directors' Plan is designed to work automatically without
administration; however, to the extent administration is necessary, it will be
performed by the Board of Directors.
 
The Directors' Plan provides that each person who first becomes a nonemployee
director of the Company after the date of the Offering will be granted a
nonstatutory stock option to purchase 25,000 shares of Common Stock (the "First
Option") on the date on which the optionee first becomes a nonemployee director
of the Company. The First Option will not be granted to individuals serving as
nonemployee directors as of the date of the Offering. Thereafter, on the date of
each annual meeting of the Company's stockholders, each nonemployee director
(including directors who were not granted a First Option prior to the date of
such annual meeting) will be granted an option to purchase 5,000 shares of
Common Stock (a "Subsequent Option") if, on such date, he or she has served on
the Board of Directors for at least six months.
 
The Directors' Plan sets neither a maximum nor a minimum number of shares for
which options may be granted to any one nonemployee director, but does specify
the number of shares that may be included in any grant and the method of making
a grant. No option granted under the Directors' Plan is transferable by the
optionee other than by will or the laws of descent or distribution or pursuant
to a qualified domestic relations order, and each option is exercisable, during
the lifetime of the optionee, only by such optionee or a transferee under a
qualified domestic relations order. The Directors' Plan provides that the First
Option will become exercisable in installments as to 33 1/3% of the total number
of shares subject to the First Option on each of the first, second and third
anniversaries of the date of grant of the First Option; each Subsequent Option
will become exercisable in full on the first anniversary of the date of grant of
that Subsequent Option. The exercise price of all stock options granted under
the Directors' Plan will be equal to the fair market value of a share of the
Company's Common Stock on the date of grant of the option. Options granted under
the Directors' Plan have a term of ten years.
 
If a nonemployee director ceases to serve as a director, he or she may exercise
his or her option within 90 days after such date, but only to the extent such
option is exercisable. In the event a nonemployee director is unable to continue
to serve as a director as a result of his or her total and permanent disability,
he or she may exercise his or her option within six months from the date of such
termination, but only to the extent such option is exercisable. In the event of
a director's death while serving as a director or within three months of
termination of such service, options may be exercised at any time within six
months following the date of death, but only to the extent of the right to
exercise that had accrued at the time of death unless the director died while
serving on the Board, in which case the option is exercisable to the extent of
the right to exercise that would have accrued had the director continued living
and remained a director without interruption for 12 months after the date of
death.
 
Under the Directors' Plan, in the event of the dissolution or liquidation of the
Company, a sale of all or substantially all of the assets of the Company, the
merger of the Company with or into another corporation in which the Company is
not the surviving corporation or any other capital reorganization in which more
than 50% of the shares of the Company entitled to vote are exchanged, the
Company will give to each nonemployee director either (i) a reasonable time
within which to exercise the option, including any part of the option that would
not otherwise be exercisable, prior to the effectiveness of any such transaction
at the end of which time the Option will terminate, or (ii) the right to
exercise the option, including any part of the option that would not otherwise
be exercisable (or receive a substitute option with comparable terms) as to an
equivalent number of shares of stock of the corporation succeeding the Company
or acquiring its business by reason of any such transaction. The Board of
Directors may amend or terminate the Directors' Plan; provided, however, that no
such action may adversely affect any outstanding option, and the provisions
regarding the grant of options under the plan may be amended only once in any
six-month period, other than to comport with changes in the Code or the Employee
Retirement Income Security Act of 1974, as amended. If not terminated earlier,
the Directors' Plan will have a term of ten years.
 
                                       43

<PAGE>   46
 
EMPLOYMENT AGREEMENTS
 
In February 1995, the Company entered into a letter agreement with Dr. Levitt,
pursuant to which Dr. Levitt agreed to serve as Vice President of Drug
Development for the Company. Under the terms of the agreement, Dr. Levitt
received a starting salary of $15,833 per month and is eligible to receive an
annual December bonus of up to 20% of his calendar year gross compensation. Dr.
Levitt's employment with the Company is "at-will" and may be terminated by Dr.
Levitt or the Company at any time for any reason with or without cause. In the
event the Company terminates Dr. Levitt without cause, the Company has agreed to
pay Dr. Levitt's salary for one year. Under the terms of the agreement, Dr.
Levitt was entitled to receive and has been granted an option to purchase 73,529
shares of Common Stock at the fair market value of such shares at the time of
the option grant.
 
                     INVESTMENT COMPANY ACT CONSIDERATIONS
 
The Investment Company Act of 1940, as amended (the "1940 Act"), requires the
registration of, and imposes various substantive restrictions on, certain
companies that engage primarily, or propose to engage primarily, in the business
of investing, reinvesting, or trading in securities, or that fail certain
statistical tests regarding the composition of assets and sources of income, and
are not primarily engaged in businesses other than investing, holding, owning or
trading securities. The Company believes that under the provisions of the 1940
Act, it is, and it intends to remain, primarily engaged in businesses other than
investing, reinvesting, owning, holding, or trading in securities. The Company
will seek temporarily to invest the proceeds of the Offering and the Kyowa Hakko
Stock Purchase, pending their use as described under "Use of Proceeds", and to
apply the proceeds of the Offering and the Kyowa Hakko Stock Purchase in the
manner described under "Use of Proceeds" so as to avoid becoming subject to the
registration requirements of the 1940 Act. Such investment is likely to result
in the Company's obtaining lower yields on the funds invested than might be
available in the securities market generally. However, there can be no assurance
that such investments and utilization can be made, or that any other exemption
would be available, so as to enable the Company to avoid the registration
requirements of the 1940 Act. If the Company were required to register as an
investment company under the 1940 Act, it would become subject to substantial
regulations with respect to its capital structure, management, operations,
transactions with affiliated persons (as defined in the 1940 Act) and other
matters. Application of the provisions of the 1940 Act would have a material
adverse effect on the Company. Rules have been proposed, but not yet adopted, to
exempt biotechnology companies from the 1940 Act provided they comply with
certain conditions relating to the development of their businesses and
investment of cash.
 
                                       44

<PAGE>   47
 

                              CERTAIN TRANSACTIONS
 
The price per share and number of shares presented herein give effect to the
1-for-3.4 reverse stock split which will be effected prior to the closing of the
Offering.
 
Since January 1993, the Company has issued in private placement transactions
(collectively, the "Private Placement Transactions") shares of Preferred Stock
as follows: an aggregate of 1,477,919 shares of Series A Preferred Stock at
$3.40 per share in March 1993; an aggregate of 1,429,228 shares of Series B
Preferred Stock at $7.65 per share in June 1993 and November 1993; an aggregate
of 1,550,851 shares of Series C Preferred Stock at $8.16 per share in June 1994,
July 1994, October 1995, January 1996 and May 1996; and an aggregate of
1,150,883 shares of Series D Preferred Stock at $10.20 per share in November
1995, December 1995, January 1996 and February 1996.
 
All of the Preferred Stock issued in the Private Placement Transactions will
convert into Common Stock on a 1-for-1 basis upon the closing of the Offering.
The following table summarizes the shares of Preferred Stock purchased by
executive officers, directors and 5% stockholders of the Company and persons and
entities associated with them in the Private Placement Transactions:
 

<TABLE>
<CAPTION>
                                                           ---------------------------------------------------
                                                           SERIES A      SERIES B      SERIES C      SERIES D
                                                           PREFERRED     PREFERRED     PREFERRED     PREFERRED
                                                             STOCK         STOCK         STOCK         STOCK
                                                           ---------     ---------     ---------     ---------
<S>                                                        <C>           <C>           <C>           <C>
INVESTOR
DIRECTORS AND EXECUTIVE OFFICERS
Thomas D. Kiley, Esq.                                             --        14,705        15,318         9,803
Jeryl L. Hilleman                                              7,352            --            --            --
ENTITIES AFFILIATED WITH DIRECTORS
Entities affiliated with CW Group
  (Charles M. Hartman)(1)                                    288,234       164,585       122,549        24,509
Domain Partners II, L.P.
  (Brian H. Dovey)                                                --       370,370       220,588        24,509
Entities affiliated with Kleiner Perkins Caufield & Byers
  (Alexander E. Barkas, Ph.D.)(2)                            366,176       196,078       159,313        34,313
Entities affiliated with Venrock Associates
  (Patrick F. Latterell)(3)                                  307,352       183,899       140,931        24,509
OTHER 5% STOCKHOLDERS
Oxford Venture Fund III, Limited Partnership                 259,411        65,358            --            --
  and Oxford Venture Fund III-A, Limited Partnership
The Aetna Casualty & Surety Company(4)                       220,588       101,307        12,255            --
Biotechnology Investments Limited                                 --       185,185       110,294        98,039
</TABLE>

 
- ---------------
 
(1) Entities affiliated with CW Group include CW Ventures II, L.P. and CW R&D II
    (Financial Fund).
(2) Entities affiliated with Kleiner Perkins Caufield & Byers include Kleiner
Perkins Caufield & Byers VI and KPCB VI Founders' Fund.
(3) Entities affiliated with Venrock Associates include Venrock Associates and
    Venrock Associates II, L.P.
(4) These shares were subsequently transferred to The Aetna Life Insurance
Company, an affiliate of The Aetna Casualty and Surety Company.
 
In April 1996, the Company entered into a Consulting Agreement with Thomas D.
Kiley, a Director of the Company, pursuant to which Mr. Kiley agreed to provide
such advice and consultation as reasonably requested by the Company to its
officers and scientists on the direction, implementation and operations of its
scientific programs and business plans. As compensation for his services under
this agreement, Mr. Kiley has received an option to purchase 7,352 shares of
Common Stock at an exercise price of $2.04 per share, with vesting over a five
year period. Unless otherwise terminated by either the Company or Mr. Kiley,
this agreement will expire on April 10, 2001.
 
In May 1993, the Company provided an interest-free loan to Jeryl L. Hilleman,
Vice President of Operations, in the principal amount of $50,000, due May 20,
1996, pursuant to a note secured by a second deed of trust to Ms. Hilleman's
residence in Palo Alto, California. On May 20, 1996, the Company agreed to
extend the due date of this note to the earlier of May 22, 1997 or nine months
following the closing of an initial public offering of the Common Stock, with an
interest rate of 6% per annum, beginning as of May 21, 1996. In addition, in
connection with the exercise of an option to purchase Common Stock granted
pursuant to the Stock Option Plan, in March 1995, the Company provided a loan to
Ms. Hilleman, pursuant to a note secured by a stock pledge agreement, in the
 
                                       45

<PAGE>   48
 
principal amount of $9,900, with an interest rate of 7.07%, due upon the earlier
of March 10, 1998 or 30 days following any sale of the shares of Common Stock
purchased with the loan by Ms. Hilleman.
 
In July 1993, the Company provided a loan to Michael D. West, Vice President of
New Technologies and a Director of the Company, in the principal amount of
$55,000, with an interest rate of 3.95%, due July 7, 1996, pursuant to a note
secured by stock pledge agreement. On May 20, 1996, the Company agreed to extend
the due date of this note to the earlier of July 7, 1997 or nine months
following the closing of an initial public offering of the Company's Common
Stock, with an interest rate of 6.0% per annum, beginning as of July 8, 1996.
 
In July 1993, the Company provided an interest-free loan to Ronald W. Eastman,
President, Chief Executive Officer and a Director of the Company, in the
principal amount of $161,200, pursuant to a note secured by a second deed of
trust to Mr. Eastman's residence in Monte Sereno, California. The entire
outstanding principal balance under such note was repaid by Mr. Eastman in
August 1993. In addition, in connection with the exercise of an option to
purchase Common Stock granted pursuant to the Stock Option Plan, in March 1995,
the Company provided a loan to Mr. Eastman, pursuant to a note secured by a
stock pledge agreement, in the principal amount of $44,550, with an interest
rate of 7.07%, due upon the earlier of March 6, 1998 or 30 days following any
sale of the shares of Common Stock purchased with the loan by Mr. Eastman.
 
In December 1993, the Company provided an interest-free loan to Calvin B.
Harley, Vice President of Research, in the principal amount of $150,000, due
December 1, 1996, pursuant to a note secured by a second deed of trust to Dr.
Harley's residence in Palo Alto, California. In addition, in connection with the
exercise of an option to purchase Common Stock granted pursuant to the Stock
Option Plan, in October 1994, the Company provided a loan to Dr. Harley,
pursuant to a note secured by a stock pledge agreement, in the principal amount
of $14,850, with an interest rate of 5.91%, due upon the earlier of October 20,
1997 or 30 days following any sale of the shares of Common Stock purchased with
the loan by Dr. Harley.
 
In July 1995, the Company provided an interest-free loan to Daniel J. Levitt,
Vice President of Drug Development and Chief Medical Officer, in the principal
amount of $120,000, pursuant to a note secured by a second deed of trust to Dr.
Levitt's residence in San Francisco, California. Pursuant to the terms of the
note, the principal balance will be forgiven in four equal annual installments
of $30,000. As of May 31, 1996, $90,000 in principal amount remained outstanding
under such note. In addition, under Dr. Levitt's February 1995 employment
agreement, the Company agreed to purchase his former residence for $400,000 in
the event the residence was not sold by June 30, 1995. The Company purchased the
residence in June 1995 and resold it in July 1995 for $250,000.
 
In September 1995, the Company provided two loans to David L. Greenwood, Chief
Financial Officer, Treasurer and Secretary, one in the principal amount of
$200,000, with an interest rate of 6.00%, due September 30, 1996, and the other
in the principal amount of $120,000, interest-free, due on the earlier of
September 30, 1998 or nine months following the closing of an initial public
offering of the Common Stock. Both loans were made pursuant to notes secured by
a second deed of trust to Mr. Greenwood's residence in Monte Sereno, California.
As of May 31, 1996, an aggregate of $200,000 in principal amount under such
notes remained outstanding.
 
In connection with the exercise of an option to purchase Common Stock granted
pursuant to the Stock Option Plan, in February 1995, the Company provided a loan
to Richard T. Haiduck, Vice President of Corporate Development, pursuant to a
note secured by a stock pledge agreement, in the principal amount of $26,335,
with an interest rate of 7.30%, due upon the earlier of February 27, 1998 or 30
days following any sale of the shares of Common Stock purchased with the loan by
Mr. Haiduck.
 
                                       46

<PAGE>   49
 
                             PRINCIPAL STOCKHOLDERS
 
The following table sets forth certain information regarding the beneficial
ownership of the Common Stock as of May 31, 1996 and as adjusted to reflect the
sale of shares offered hereby and assuming conversion of all outstanding shares
of the Preferred Stock, as to (i) each person (or group of affiliated persons)
known by the Company to own beneficially more than 5% of the outstanding Common
Stock, (ii) each of the Company's directors, (iii) each of the Named Executive
Officers and (iv) all directors and executive officers of the Company as a
group.
 

<TABLE>
<CAPTION>
                                                                           -----------------------------------------
                                                                                   SHARES BENEFICIALLY OWNED(1)
                                                                           ---------------------------------------------
                                                                                            PERCENT           PERCENT
                                                                                            PRIOR TO           AFTER
                 NAME AND ADDRESS OF BENEFICIAL HOLDER                      NUMBER        THE OFFERING      THE OFFERING
- ------------------------------------------------------------------------   ---------      ------------      ------------
<S>                                                                        <C>            <C>               <C>
Kleiner Perkins Caufield & Byers VI(2)                                       983,082             13.15%             9.64%
  2750 Sand Hill Road
  Menlo Park, California 94025
Venrock Associates(3)                                                        832,421             11.13              8.16
  30 Rockefeller Plaza, Room 5508
  New York, New York 10112
CW Ventures II, L.P.(4)                                                      743,993              9.95              7.30
  1041 Third Avenue
  New York, New York 10021
Domain Partners II, L.P.                                                     635,074              8.50              6.23
  One Palmer Square, Suite 515
  Princeton, New Jersey 08542
Oxford Venture Fund III, Limited Partnership and                             454,471              6.08              4.46
  Oxford Venture Fund III-A, Limited Partnership(5)
  315 Post Road West
  Westport, Connecticut 06880
The Aetna Life Insurance Company                                             444,442              5.95              4.36
  City Place
  Hartford, Connecticut 06156
Biotechnology Investments Limited                                            403,321              5.40              3.96
  St. Peter Port House, Sausmarez Street
  St. Peter Port, Guernsey GX13PH
Alexander E. Barkas, Ph.D.(2)(6)                                           1,035,431             13.79             10.13
Brian H. Dovey(7)                                                            660,073              8.83              6.47
Charles M. Hartman(4)(8)                                                     766,050             10.22              7.50
Thomas D. Kiley, Esq.(9)                                                      79,529              1.06                 *
Patrick F. Latterell(3)(10)                                                  854,478             11.41              8.37
Robert B. Stein, M.D., Ph.D.(11)                                               7,352                 *                 *
Ronald W. Eastman(12)                                                        388,733              5.03              3.72
Richard T. Haiduck(13)                                                       111,673              1.49              1.09
Calvin B. Harley, Ph.D.(14)                                                  145,114              1.92              1.41
Jeryl L. Hilleman(15)                                                        131,535              1.74              1.28
Daniel J. Levitt, M.D., Ph.D.(16)                                            111,278              1.47              1.08
Michael D. West, Ph.D.(17)                                                   271,409              3.59              2.64
All Directors and executive officers as a group (14 persons)(18)           4,774,987             56.83             42.93
</TABLE>

 
- ---------------
 *  Represents beneficial ownership of less than 1% of the Common Stock.
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. In computing the number of shares
beneficially owned by a person and the percentage of ownership of that person,
shares of Common Stock subject to options held by that person that are currently
exercisable or exercisable within 60 days of May 31, 1996 are deemed
outstanding. Such shares, however, are not deemed outstanding for the purpose of
computing the percentage ownership of each other person. The persons named in
this table have sole voting and investment power with respect to all shares of
Common Stock shown as beneficially owned by them, subject to community property
laws where applicable and except as indicated in the other footnotes to this
table.
(2) Includes 862,181 shares held by Kleiner Perkins Caufield & Byers VI and
120,901 shares held by KPCB VI Founders' Fund. Alexander E. Barkas, a Director
of the Company, is a limited partner of KPCB VI Associates, the general partner
of Kleiner Perkins Caufield & Byers VI and KPCB VI Founders' Fund, and as such,
may be deemed to share voting and investment power with respect to such shares.
Dr. Barkas disclaims beneficial ownership of such shares except to the extent of
his pecuniary interest in such shares.
(3) Includes 574,674 shares held by Venrock Associates and 257,747 shares held
by Venrock Associates II, L.P . Patrick F. Latterell, a Director of the Company,
is a general partner of Venrock Associates and Venrock Associates II, L.P. and,
as such, may be
 
                                       47

<PAGE>   50
 
deemed to share voting and investment power with respect to such shares. Mr.
Latterell disclaims beneficial ownership of such shares except to the extent of
his pecuniary interest in such shares.
(4) Includes 434,834 shares held by CW Ventures II, L.P. and 309,159 shares held
by CW R&D II (Financial Fund), L.P. Charles M. Hartman, a Director of the
Company, is a general partner of CW Ventures and CW R&D II (Financial Fund) and,
as such, may be deemed to share voting and investment power with respect to such
shares. Mr. Hartman disclaims beneficial ownership with respect to such shares
except to the extent of his pecuniary interest in such shares.
(5) Includes 363,578 shares held by Oxford Venture Fund III, Limited Partnership
("Oxford III") and 90,893 shares held by Oxford Venture Fund III Adjunct,
Limited Partnership ("Oxford III-A"). Oxford Partners III, Limited Partnership
is the general partner of Oxford III. Oxford Partners III-A, Limited Partnership
is the general partner of Oxford III-A.
(6) Includes 22,056 shares held directly by Alexander E. Barkas and 29,411
shares issuable upon the exercise of outstanding options held by Dr. Barkas
exercisable within 60 days of May 31, 1996, at which date no shares were vested.
Also includes 882 shares issuable upon the exercise of outstanding options held
by Lynda Wijcik, the spouse of Dr. Barkas, exercisable within 60 days of May 31,
1996, at which date all of such shares were fully vested. The address of Dr.
Barkas is c/o Kleiner Perkins Caufield & Byers, 2750 Sand Hill Road, Menlo Park,
California 94025.
(7) Includes 635,074 shares held by Domain Partners II, L.P. and 24,999 shares
held by Domain Associates. By contractual arrangement, Domain Associates acts as
the U.S. Capital Advisor to Biotechnology Investments Limited ("BIL"). Domain
Associates and its partners have no voting and investment power over BIL's
shares and disclaim beneficial ownership of these shares. Brian H. Dovey, a
Director of the Company, is a general partner of Domain Associates and a general
partner of the general partner of Domain Partners II, L.P. Mr. Dovey disclaims
beneficial ownership of such shares up and to the extent of his pecuniary
interest in such shares. The address of Mr. Dovey is c/o Domain Associates, One
Palmer Square, Suite 515, Princeton, New Jersey 08542.
(8) Includes 22,057 shares issuable upon the exercise of outstanding options
held by Charles M. Hartman exercisable within 60 days of May 31, 1996, at which
date 2,696 shares were fully vested. The address of Mr. Hartman is c/o CW
Ventures, 1041 Third Avenue, New York, New York 10021.
(9) Includes 7,352 shares held directly by Thomas D. Kiley, 14,705 shares held
by the Kiley Family Partnership and 32,473 shares held by the Thomas D. Kiley
and Nancy L.M. Kiley Revocable Trust under Agreement dated August 7, 1981. Also
includes 24,999 shares issuable upon the exercise of outstanding options held by
Mr. Kiley exercisable within 60 days of May 31, 1996, at which date 368 shares
were fully vested.
(10) Includes 7,352 shares held by the Patrick Latterell Living Trust, of which
Patrick F. Latterell is trustee, and 14,705 shares issuable upon the exercise of
outstanding options held directly by Mr. Latterell exercisable within 60 days of
May 31, 1996, at which date no shares were vested. The address of Mr. Latterell
is c/o Venrock Associates, 755 Page Mill Road, Suite A230, Palo Alto, California
94304.
(11) Represents 7,352 shares issuable upon the exercise of outstanding options
held by Robert B. Stein exercisable within 60 days of May 31, 1996, at which
date no shares were vested.
(12) Includes an aggregate of 29,409 shares held by Patricia Eastman, the spouse
of Ronald W. Eastman, as custodian for Mr. Eastman's three minor children. Also
includes 102,941 shares held directly by Mr. Eastman and 256,383 shares issuable
upon the exercise of outstanding options held by Mr. Eastman exercisable within
60 days of May 31, 1996, at which date 56,753 shares were fully vested. The
address of Mr. Eastman is c/o Geron Corporation, 200 Constitution Drive, Menlo
Park, California 94025.
(13) Includes 86,184 shares held directly by Richard T. Haiduck and 25,489
shares issuable upon the exercise of outstanding options held by Mr. Haiduck
exercisable within 60 days of May 31, 1996, at which date 2,549 shares were
fully vested.
(14) Includes 44,117 shares held by the Harley Family Trust and 100,997 shares
issuable upon the exercise of outstanding options held by Calvin B. Harley
exercisable within 60 days of May 31, 1996, at which date 25,906 shares were
fully vested.
(15) Includes 1,470 shares held by Craig Albright as Trustee of the Colin M.
Albright 1991 Trust, 1,470 shares held by Craig Albright as Trustee of the Evan
M. Albright 1991 Trust and 1,470 shares held by Craig Albright as Trustee of the
Caroline V. Albright 1995 Trust. Also includes 7,352 shares held by the
Hilleman/Albright Family Trust. Also includes 27,941 shares held directly by
Jeryl L. Hilleman and 91,832 shares issuable upon the exercise of outstanding
options held by Ms. Hilleman exercisable within 60 days of May 31, 1996, at
which date 25,590 shares were fully vested.
(16) Includes 26,087 shares held directly by Daniel J. Levitt and 85,191 shares
issuable upon the exercise of outstanding options held by Dr. Levitt exercisable
within 60 days of May 31, 1996, at which date 5,953 shares were fully vested.
(17) Includes 194,765 shares held directly by Michael D. West as of June 7,
1996. Subsequent to May 31, 1996, Dr. West disposed of 88,235 shares. Also
includes 76,644 shares issuable upon the exercise of outstanding options held by
Dr. West exercisable within 60 days of May 31, 1996, at which date 21,814 shares
were fully vested. Additionally, Dr. West has agreed to transfer 8,823 shares to
a charitable trust. After the transfer of such 8,823 shares, Dr. West will have
no voting or investment power over such shares. Effective as of the date of such
transfer, Dr. West disclaims beneficial ownership of such shares.
(18) Includes 21,329 shares held directly by Kevin R. Kaster, an executive
officer of the Company. Also includes 74,992 shares and 116,011 shares issuable
upon the exercise of outstanding options held by Mr. Kaster and David L.
Greenwood, an executive officer of the Company, respectively, exercisable within
60 days of May 31, 1996, at which date 4,820 shares and 18,954 shares,
respectively, were fully vested.
 
                                       48

<PAGE>   51
 

                          DESCRIPTION OF CAPITAL STOCK
 
Upon completion of the Offering, the authorized capital stock of the Company
will consist of 25,000,000 shares of Common Stock, $0.001 par value, and
3,000,000 shares of Preferred Stock, $0.001 par value. The price and per share
information presented herein give effect to the 1-for-3.4 reverse stock split
with respect to the Common Stock to be effected prior to the closing of the
Offering, and the conversion of all outstanding shares of Preferred Stock into
shares of Common Stock upon the closing of the Offering.
 
COMMON STOCK
 
As of May 31, 1996, there were 7,475,767 shares of Common Stock outstanding that
were held of record by approximately 122 stockholders, after giving effect to
the conversion of all outstanding shares of the Company's Series A, Series B,
Series C and Series D Preferred Stock into shares of Common Stock at a
one-to-one ratio. There will be 10,196,155 shares of Common Stock outstanding
(assuming no exercise of the Underwriters' over-allotment option) following the
sale of the shares of Common Stock offered hereby and the Kyowa Hakko Stock
Purchase. See "Management -- Stock Plans."
 
The holders of Common Stock are entitled to one vote per share on all matters to
be voted upon by the stockholders. Subject to preferences that may be applicable
to any outstanding shares of Preferred Stock, the holders of Common Stock are
entitled to receive ratably such dividends, if any, as may be declared from time
to time by the Board of Directors out of funds legally available therefor. See
"Dividend Policy." In the event of a liquidation, dissolution or winding up of
the Company, the holders of Common Stock are entitled to share ratably in all
assets remaining after payment of liabilities, subject to preferences applicable
to shares of Preferred Stock, if any, then outstanding. The Common Stock has no
preemptive or conversion rights or other subscription rights. There are no
redemption or sinking fund provisions available to the Common Stock. All
outstanding shares of Common Stock are, and the shares of Common Stock to be
sold in the Offering will be, fully paid and nonassessable.
 
PREFERRED STOCK
 
Effective upon the closing of the Offering, the Company will be authorized to
issue 3,000,000 shares of undesignated Preferred Stock. The Board of Directors
will have the authority to issue the undesignated Preferred Stock in one or more
series, and to designate the powers, preferences and rights, and the
qualifications, limitations and restrictions granted to or imposed upon any
wholly unissued series of undesignated Preferred Stock and to fix the number of
shares constituting any series and the designation of such series without any
further vote or action by the stockholders. The issuance of Preferred Stock may
have the effect of delaying, deferring or preventing a change in control of the
Company without further action by the stockholders and may adversely affect the
market price and the voting and other rights of the holders of Common Stock. At
present, the Company has no plans to issue any shares of Preferred Stock.
 
WARRANTS AND OTHER RIGHTS
 
The Company has granted a right to purchase 9,703 shares of Common Stock at an
exercise price of $3.40 per share and has outstanding a warrant exercisable for
2,352 shares of Common Stock at an exercise price of $7.65 per share, both of
which will expire, if not exercised, upon the closing of the Offering. The
Company expects this right to purchase Common Stock and the outstanding warrant
to be exercised upon the closing of this Offering. The Company also has
outstanding warrants exercisable for 9,190 shares of Common Stock at an exercise
price of $9.38 per share which expire on June 30, 1999, and outstanding a
warrant exercisable for 47,058 shares of Common Stock at an exercise price of
$7.65 per share which will expire on in February 2004.
 
REGISTRATION RIGHTS OF CERTAIN HOLDERS
 
The holders of 6,880,275 shares of Common Stock, the holders of warrants
exercisable for 56,248 additional shares of Common Stock and the holder of an
option exercisable for 9,703 additional shares of Common Stock (the "Registrable
Securities") or their transferees are entitled to certain rights with respect to
the registration of such shares under the Securities Act. These rights are
provided under the terms of an agreement between the Company and the holders of
Registrable Securities. Subject to certain limitations in the agreement, the
holders of at least 75% of the Registrable Securities may require, on two
occasions at any time after three months from the effective date of the
Offering, that the Company use its best efforts to register the Registrable
Securities for public resale. If the Company registers any of its Common Stock
either for its own account or for the account of other security holders, the
holders of Registrable Securities are entitled to include their shares of Common
Stock in the registration. A holder's right to include shares in an underwritten
registration is subject to the ability of the underwriters to limit the number
of shares included in the Offering. Holders of Registrable Securities holding at
least 15% of the Company's outstanding shares of capital stock may also require
the Company to register all or a portion of their Registrable Securities on Form
S-3 when use of such form becomes available to the Company, provided, among
other limitations, that the proposed aggregate selling price, net of
underwriting discounts and commissions,
 
                                       49

<PAGE>   52
 
is at least $500,000. All fees, costs and expenses of such registrations,
excluding those incurred with respect to registrations on Form S-3, must be
borne by the Company and all selling expenses (including underwriting discounts,
selling commissions and stock transfer taxes) relating to Registrable Securities
must be borne by the holders of the securities being registered. All fees,
costs, and expenses (excluding selling expenses) for the first four
registrations on Form S-3 shall be borne by the Company and, thereafter, by the
holders of the securities being registered (including selling expenses).
 
ANTI-TAKEOVER PROVISIONS OF DELAWARE LAW
 
The Company is subject to the provisions of Section 203 of the Delaware Law. In
general, the statute prohibits a publicly held Delaware corporation from
engaging in a "business combination" with an "interested stockholder" for a
period of three years after the date that the person became an interested
stockholder unless (with certain exceptions) the business combination or the
transaction in which the person became an interested stockholder is approved in
a prescribed manner. Generally, a "business combination" includes a merger,
asset or stock sale or other transaction resulting in a financial benefit to the
stockholder, and an "interested stockholder" is a person who, together with
affiliates and associates, owns (or within three years prior, did own) 15% or
more of the corporation's outstanding voting stock. This provision may have the
effect of delaying, deferring or preventing a change in control of the Company
without further action by the stockholders. In addition, upon completion of the
Offering, certain provisions of the Company's charter documents, including a
provision eliminating the ability of stockholders to take actions by written
consent, may have the effect of delaying or preventing changes in control or
management of the Company, which could have an adverse effect on the market
price of the Company's Common Stock. The Company's stock option and purchase
plans generally provide for assumption of such plans or substitution of an
equivalent option of a successor corporation or, alternatively, at the
discretion of the Board of Directors, exercise of some or all of the options
stock, including nonvested shares, or acceleration of vesting of shares issued
pursuant to stock grants, upon a change of control or similar event. The Board
of Directors has authority to issue up to 3,000,000 shares of Preferred Stock
and to fix the rights, preferences, privileges and restrictions, including
voting rights, of these shares without any further vote or action by the
stockholders. The rights of the holders of the Common Stock will be subject to,
and may be adversely affected by, the rights of the holders of any Preferred
Stock that may be issued in the future. The issuance of Preferred Stock, while
providing desirable flexibility in connection with possible acquisitions and
other corporate purposes, could have the effect of making it more difficult for
a third party to acquire a majority of the outstanding voting stock of the
Company, thereby delaying, deferring or preventing a change in control of the
Company. Furthermore, such Preferred Stock may have other rights, including
economic rights senior to the Common Stock, and, as a result, the issuance of
such Preferred Stock could have a material adverse effect on the market value of
the Common Stock. The Company has no present plan to issue shares of Preferred
Stock.
 
TRANSFER AGENT AND REGISTRAR
 
The Transfer Agent and Registrar for the Common Stock is U.S. Stock Transfer
Corporation.
 
                        SHARES ELIGIBLE FOR FUTURE SALE
 
   
Upon completion of the Offering and the Kyowa Hakko Stock Purchase, the Company
will have 10,196,155 shares of Common Stock outstanding, assuming no exercise of
outstanding warrants and options after May 31, 1996. Of these shares, the
2,500,000 shares sold in the Offering will be freely transferable without
restriction under the Securities Act unless they are held by "affiliates" of the
Company as that term is defined in Rule 144 under the Securities Act. Kyowa
Hakko has agreed not to sell the shares of Common Stock to be issued in the
Kyowa Hakko Stock Purchase for a period of one year from the commencement of the
Offering, after which time such shares will be freely transferable in accordance
with Regulation S promulgated under the Securities Act. The remaining 7,487,822
shares of Common Stock (the "Restricted Shares") held by officers, directors,
employees, consultants and other stockholders of the Company were sold by the
Company in reliance on exemptions from the registration requirements of the
Securities Act and are "restricted securities" within the meaning of Rule 144
under the Securities Act and may not be sold publicly unless they are registered
under the Securities Act or are sold pursuant to Rule 144 or another exemption
from registration.
    
 
The officers, directors, employees and stockholders of the Company, who together
hold the Restricted Shares, have agreed not to sell their shares without the
prior written consent of J.P. Morgan Securities Inc. for a period of 180 days
from the date of this Prospectus. Beginning 180 days after commencement of the
Offering, approximately 6,282,240 Restricted Shares that are subject to lock-up
agreements (as described below under "Underwriting") will become eligible for
sale in the public market subject to Rule 144 and Rule 701 under the Securities
Act. The remaining approximately 1,205,582 Restricted Shares, which are also
subject to such lock-up agreements, will have been held for less than two years
upon the expiration of such lock-up agreements and will become eligible for sale
under Rule 144 at various dates thereafter as the holding period provisions of
Rule 144 are satisfied.
 
In general, under Rule 144 as currently in effect, a person (or persons whose
shares are aggregated) who has beneficially owned Restricted Shares for at least
two years, including persons who may be deemed "affiliates" of the Company, is
entitled to sell, within any three month period commencing 90 days after the
Offering, a number of shares that does not exceed the greater of 1% of the
number
 
                                       50

<PAGE>   53
 
of shares of Common Stock then outstanding (approximately 101,961 shares
immediately after the Offering, assuming no exercise of the Underwriters'
over-allotment option) or the average weekly trading volume of the Common Stock
as reported through the Nasdaq National Market during the four calendar weeks
preceding the filing of a Form 144 with respect to such sale. Sales under Rule
144 are also subject to certain manner of sale provisions and notice
requirements and to the availability of current public information about the
Company. In addition, a person who is not deemed to have been an affiliate of
the Company at any time during the 90 days preceding a sale, and who has
beneficially owned for at least three years the shares proposed to be sold,
would be entitled to sell such shares under Rule 144(k) without regard to the
requirements described above.
 
   
Under Rule 701 under the Securities Act, any employee, officer or director of or
consultant to the Company, who is not an affiliate of the Company, and who
purchased shares pursuant to a written compensatory plan or contract, including
the Stock Option Plan, is entitled to sell such shares without having to comply
with the public information, holding period, volume limitation or notice
provisions of Rule 144, and affiliates of the Company are permitted to sell such
shares without having to comply with the Rule 144 holding period restrictions,
in each case commencing 90 days after the Offering.
    
 
The Company presently intends to file a registration statement under the
Securities Act on Form S-8 to register approximately 2,518,758 shares of Common
Stock subject to outstanding stock options or reserved for issuance under the
Stock Option Plan and the Directors' Plan, as well as shares reserved for
issuance under the Purchase Plan. As of May 31, 1996, 1,437,977 shares were
issuable upon exercise of currently outstanding options and, taking into account
the effect of the lock-up agreements with the holders of options, 501,929 of
these shares were fully vested and eligible for sale in the public markets
beginning 180 days after commencement of the Offering, subject, in the case of
sales by affiliates, to the volume, manner of sale, notice and public
information requirements of Rule 144. See "Management -- Stock Plans."
 
The holders of 6,880,275 shares of Common Stock, the holders of warrants
exercisable for 56,248 additional shares of Common Stock and the holder of an
option exercisable for 9,703 additional shares of Common Stock (and such
holders' permitted transferees) are entitled to certain rights with respect to
the registration of such shares under the Securities Act. See "Description of
Capital Stock -- Registration Rights of Certain Holders." Registration of such
shares under the Securities Act would result in such shares becoming freely
tradable without restriction under the Securities Act (except for shares
purchased by affiliates of the Company) immediately upon the effectiveness of
such registration. If such holders, by exercising their demand registration
rights, cause a larger number of securities to be registered and sold in the
public market, such sales could have an adverse effect on the market price for
the Common Stock. If the Company were to include in a Company-initiated
registration any Registrable Securities pursuant to the exercise of piggyback
registration rights, such sales may have an adverse effect on the Company's
ability to raise needed capital.
 
Prior to the Offering, there has been no public market for the Common Stock of
the Company. No predictions can be made of the effect if any, that the sale or
availability for sale of shares of additional Common Stock will have on the
market price of the Common Stock. Nevertheless, sales of a substantial amount of
such shares by existing stockholders or by stockholders purchasing in the
Offering could have a negative impact on the market price of the Common Stock.
 
                                       51

<PAGE>   54
 

                                  UNDERWRITING
 
Under the terms and subject to the conditions contained in an Underwriting
Agreement dated the date of this Prospectus (the "Underwriting Agreement"), the
Underwriters named below, for whom J.P. Morgan Securities Inc., Montgomery
Securities and Salomon Brothers Inc are acting as representatives (the
"Representatives"), have severally agreed to purchase, and the Company has
agreed to sell to them, the respective numbers of shares of Common Stock set
forth opposite their names below. Under the terms and conditions of the
Underwriting Agreement, the Underwriters are obligated to take and pay for all
such shares of Common Stock, if any are taken. Under certain circumstances, the
commitments of nondefaulting Underwriters may be increased as set forth in the
Underwriting Agreement.
 

<TABLE>
<CAPTION>
                                                                                           ----------------
                                      UNDERWRITERS                                         NUMBER OF SHARES
                                                                                           ----------------
<S>                                                                                        <C>
J.P. Morgan Securities Inc. .............................................................
Montgomery Securities....................................................................
Salomon Brothers Inc.....................................................................
                                                                                               ---------
  Total..................................................................................
                                                                                               =========
</TABLE>

 
The Underwriters propose initially to offer the Common Stock directly to the
public at the price set forth on the cover page of this Prospectus and to
certain dealers at such price less a concession not in excess of $          per
share. The Underwriters may allow, and such dealers may reallow, a concession
not in excess of $          per share to certain other dealers. After the
initial public offering of the Common Stock, the public offering price and such
concession may be changed.
 
The Company has granted to the Underwriters an option, expiring at the close of
business on the 30th day after the date of this Prospectus, to purchase up to
375,000 additional shares of Common Stock at the initial public offering price,
less the underwriting discount. The Underwriters may exercise such option solely
for the purpose of covering over-allotments, if any. To the extent the
Underwriters exercise the option, each Underwriter will have a firm commitment,
subject to certain conditions, to purchase approximately the same percentage of
such additional shares as the number set forth next to such Underwriter's name
in the preceding table bears to the total number of shares of Common Stock
offered hereby.
 
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act.
 
Except for the shares of Common Stock to be sold by the Company to Kyowa Hakko
in the Kyowa Hakko Stock Purchase, the Company, its officers, directors and
stockholders have agreed, subject to certain exceptions, not to, directly or
indirectly, (i) sell, grant any option to purchase or otherwise transfer or
dispose of any shares of Common Stock or securities convertible into or
exchangeable or exercisable for shares of Common Stock or file a registration
statement under the Securities Act with respect to the foregoing or (ii) enter
into any swap or other agreement or transaction that transfers, in whole or in
part, the economic consequence of ownership of the Common Stock, without the
prior written consent of J.P. Morgan Securities Inc., for a period of 180 days
after the date of this Prospectus. The foregoing does not prohibit the Company's
issuance of shares pursuant to the exercise of the Underwriters over-allotment
option or under the Stock Option Plan, the Directors' Plan or the Stock Purchase
Plan. The Company is not aware that any party to such agreement has requested a
consent from J.P. Morgan Securities Inc., and J.P. Morgan Securities Inc. has
advised the Company that it has no current intention to give such consent,
although there can be no assurance that it will not do so. In addition, Kyowa
Hakko has agreed not to sell the shares of Common Stock to be issued in the
Kyowa Hakko Stock Purchase for a period of one year from the commencement of the
Offering.
 
   
The Common Stock has been approved for quotation on the Nasdaq National Market
under the symbol "GERN," subject only to official notice of issuance.
    
 
The Underwriters have advised the Company that they do not expect that sales to
accounts over which they exercise discretionary authority will exceed 5% of the
shares offered hereby.
 
Prior to the Offering, there has been no public market for the Common Stock. The
initial public offering price for the shares of Common Stock offered hereby will
be determined through negotiations among the Company and the Underwriters. Among
the factors to be considered in making such determination are the history of and
the prospects for the industry in which the Company operates, an assessment of
the Company's management, the present operations of the Company, the historical
results of operations of the Company,
 
                                       52

<PAGE>   55
 
the prospects for future earnings of the Company, the general conditions of the
securities markets at the time of the Offering and the prices of similar
securities of generally comparable companies.
 
There can be no assurance that an active trading market will develop for the
Common Stock or that the Common Stock will trade in the public market subsequent
to the Offering at or above the initial public offering price.
 
From time to time in the ordinary course of their respective businesses, the
Representatives and their respective affiliates may in the future provide
investment banking and other financial services to the Company and its
affiliates.
 

                                 LEGAL MATTERS
 
The validity of the Common Stock offered hereby will be passed upon for the
Company by its counsel, Venture Law Group, A Professional Corporation, Menlo
Park, California. Joshua L. Green, a director of Venture Law Group, is Assistant
Secretary of the Company. Certain legal matters in connection with the Offering
will be passed upon for the Underwriters by Skadden, Arps, Slate, Meagher &
Flom, Los Angeles, California. As of the date of this Prospectus, certain
directors and employees of Venture Law Group beneficially own 2,041 shares of
Common Stock.
 

                                    EXPERTS
 
The financial statements of the Company at December 31, 1994 and 1995 and for
the three years in the period ended December 31, 1995 appearing in this
Prospectus and Registration Statement have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon appearing elsewhere
herein, and are included in reliance upon such report given upon the authority
of such firm as experts in accounting and auditing.
 
   
The statements in this Prospectus set forth under the captions "Risk
Factors -- Dependence on Proprietary Technology and Uncertainty of Patent
Protection" and "Business -- Patents, Proprietary Technology and Trade Secrets,"
excluding the last five sentences of the fourth paragraph included in each such
section, have been passed upon by Townsend and Townsend and Crew LLP, Palo Alto,
California, patent counsel to the Company, as experts on such matters, and are
included herein in reliance upon the review and approval of such firm.
    
 
   
The statements in this Prospectus set forth in the last five sentences of the
fourth paragraph in each of "Risk Factors -- Dependence on Proprietary
Technology and Uncertainty of Patent Protection" and "Business -- Patents,
Proprietary Technology and Trade Secrets" have been passed upon by Lyon & Lyon,
Los Angeles, California, special counsel to the Company, as experts on such
matters, and are included herein in reliance upon the review and approval of
such firm.
    
 
                             ADDITIONAL INFORMATION
 
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-1 under the Securities Act with
respect to the Common Stock offered hereby (the "Registration Statement"). This
Prospectus does not contain all of the information set forth in the Registration
Statement and the exhibits and schedules thereto. For further information with
respect to the Company and such Common Stock, reference is made to the
Registration Statement and the exhibits and schedules thereto filed as a part
thereof. Statements contained herein as to the contents of any documents are not
necessarily complete. In each instance, reference is made to the copy of such
document filed as an exhibit to the Registration Statement, and each such
statement is qualified in its entirety by such reference. Copies of the
Registration Statement, including exhibits and schedules filed therewith, may be
inspected without charge at the Commission's principal office in Washington,
D.C. or obtained at prescribed rates from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. The Commission
maintains a World Wide Web site on the Internet at http://www.sec.gov that
contains reports, proxy and information statements and other information
regarding companies that file electronically with the Commission. The Company
has filed the Registration Statement, including the exhibits and schedules
thereto, electronically with the Commission via the Commission's Electronic Data
Gathering, Analysis, and Retrieval (EDGAR) system. The Company intends to
distribute to its stockholders annual reports containing audited financial
statements and will make available copies of quarterly reports for the first
three quarters of each fiscal year containing unaudited interim financial
information.
 
                                       53

<PAGE>   56
 
                               GERON CORPORATION
 

                         INDEX TO FINANCIAL STATEMENTS
 

<TABLE>
<CAPTION>
                                                                                                     PAGE
                                                                                                     -----
<S>                                                                                                  <C>
Report of Ernst & Young LLP, Independent Auditors.................................................     F-2
Balance Sheets....................................................................................     F-3
Statements of Operations..........................................................................     F-4
Statements of Stockholders' Equity................................................................     F-5
Statements of Cash Flows..........................................................................     F-6
Notes to Financial Statements.....................................................................     F-7
</TABLE>

 
                                       F-1

<PAGE>   57
 

               REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
 
The Board of Directors and Stockholders
Geron Corporation
 
We have audited the accompanying balance sheets of Geron Corporation at December
31, 1994 and 1995, and the related statements of operations, stockholders'
equity, and cash flows for the three years in the period ended December 31,
1995. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
 
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Geron Corporation at December
31, 1994 and 1995 and the results of its operations and its cash flows for the
three years in the period ended December 31, 1995, in conformity with generally
accepted accounting principles.
 
                                            ERNST & YOUNG LLP
 
   
                                            /s/  ERNST & YOUNG LLP
    
 
Palo Alto, California
February 9, 1996, except as to

Note 10 as to which the date
   
is July 25, 1996
    
 
                                       F-2

<PAGE>   58
 
                               GERON CORPORATION
 
                                 BALANCE SHEETS
 

<TABLE>
<CAPTION>
                                                               -------------------------------------------------
<S>                                                            <C>         <C>         <C>         <C>
                                                                   DECEMBER 31,
                                                               ---------------------                   PRO FORMA
                                                                                                   STOCKHOLDERS'
                                                                    1994                               EQUITY AT
                                                               ---------               MARCH 31,       MARCH 31,
(In thousands, except share and per share amounts)                              1995        1996            1996
                                                                           ---------   ---------   -------------
                                                                                              (UNAUDITED)
ASSETS
Current assets:
  Cash and cash equivalents                                    $   6,523   $  12,542   $   8,404
  Short-term investments                                           7,392       3,011       5,535
  Other current assets                                               231         349         519
                                                               ---------   ---------   ---------
          Total current assets                                    14,146      15,902      14,458
Property and equipment, net                                        2,382       2,746       2,561
Notes receivable from officers                                       273         817         799
Deposits and other assets                                            271         284         283
                                                               ---------   ---------   ---------
                                                               $  17,072   $  19,749   $  18,101
                                                                ========    ========    ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                             $     454   $     500   $     342
  Accrued compensation                                               330         445         235
  Accrued liabilities                                                314         513         412
  Deferred revenue                                                    --       1,335          --
  Current portion of capital lease obligations and equipment
     loans                                                           638         994         979
                                                               ---------   ---------   ---------
          Total current liabilities                                1,736       3,787       1,968
Noncurrent portion of capital lease obligations and equipment
  loans                                                            1,647       1,654       1,471
Commitments
Stockholders' equity:
  Preferred stock -- Issuable in series, $0.001 par value;
     5,438,944, 6,410,759 and 6,410,759 shares authorized at
     December 31, 1994 and 1995 and March 31, 1996,
     respectively; 5,212,411, 6,071,390 and 6,364,274 shares
     issued and outstanding at December 31, 1994, December
     31, 1995 and March 31, 1996, respectively (none pro
     forma); (liquidation preference of $39,925,862 at
     December 31, 1995 and $42,911,861 at March 31, 1996)              5           6           6     $      --
  Common stock, $0.001 par value; 8,823,529, 10,294,117 and
     10,294,117 shares authorized at December 31, 1994 and
     1995 and March 31, 1996, respectively; 642,162, 929,089
     and 929,390 shares issued and outstanding at December
     31, 1994 and 1995 and March 31, 1996, respectively
     (7,293,664 shares pro forma)                                      1           1           1             7
  Additional paid-in capital                                      31,325      40,205      43,191        43,191
  Notes receivable from stockholders                                 (38)       (131)       (303)         (303)
  Deferred compensation                                               --          --         (12)          (12)
  Accumulated deficit                                            (17,604)    (25,773)    (28,221)      (28,221)
                                                               ---------   ---------   ---------   -------------
          Total stockholders' equity                              13,689      14,308      14,662     $  14,662
                                                                                                   ===========
                                                               ---------   ---------   ---------
                                                               $  17,072   $  19,749   $  18,101
                                                                ========    ========    ========
</TABLE>

 
   
                            See accompanying notes.
    
 
                                       F-3

<PAGE>   59
 
                               GERON CORPORATION
 
                            STATEMENTS OF OPERATIONS
 

<TABLE>
<CAPTION>
                                        ----------------------------------------------------------------------
<S>                                     <C>            <C>            <C>            <C>            <C>
                                                YEARS ENDED DECEMBER 31,
                                        ----------------------------------------
                                              1993                                      THREE MONTHS ENDED
                                        ----------                                           MARCH 31,
(In thousands, except share and per                                                  -------------------------
share amounts)                                               1994           1995                          1996
                                                       ----------     ----------           1995     ----------
                                                                                     ----------
                                                                                            (UNAUDITED)
Revenues -- contract                    $       --     $       --     $    5,490     $       --     $    1,335
Operating expenses:
  Research and development                   3,975          8,099         11,321          2,455          3,294
  General and administrative                 2,220          2,397          2,888            573            681
                                        ----------     ----------     ----------     ----------     ----------
          Total operating expenses           6,195         10,496         14,209          3,028          3,975
                                        ----------     ----------     ----------     ----------     ----------
Loss from operations                        (6,195)       (10,496)        (8,719)        (3,028)        (2,640)
Interest and other income                      351            638            919            167            306
Interest and other expense                    (103)          (320)          (399)           (93)          (101)
                                        ----------     ----------     ----------     ----------     ----------
Net loss                                $   (5,947)    $  (10,178)    $   (8,199)    $   (2,954)    $   (2,435)
                                        ==========     ==========     ==========     ==========     ==========
Pro forma net loss per share (Note 1)                                 $    (1.03)                   $    (0.30)
                                                                      ==========                    ==========
Shares used in computing pro forma net
  loss per share (Note 1)                                              7,954,863                     8,009,240
                                                                      ==========                    ==========
</TABLE>

 
   
                            See accompanying notes.
    
 
                                       F-4

<PAGE>   60
 
                               GERON CORPORATION
 
                       STATEMENTS OF STOCKHOLDERS' EQUITY
 

<TABLE>
<CAPTION>
                                    ---------------------------------------------------------------------------------------
<S>                            <C>         <C>      <C>        <C>      <C>          <C>          <C>         <C>        <C>
                                  PREFERRED STOCK
                               ------------------
                                                                                          NOTES
                                  SHARES                                             RECEIVABLE                             TOTAL
                               ---------                 COMMON STOCK   ADDITIONAL         FROM    DEFERRED    ACCUMU-      STOCK
(In thousands, except share                         -----------------      PAID IN       STOCK-   COMPENSA-      LATED   HOLDERS'
and per share amounts)                     AMOUNT              AMOUNT      CAPITAL      HOLDERS        TION    DEFICIT     EQUITY
                                           ------     SHARES   ------   ----------   ----------   ---------   --------   --------
                                                    --------
  Balances at December 31,
    1992                         757,353     $1      463,221     $1      $  2,745      $   --       $  --     $ (1,458)  $  1,289
    Issuance of Series A
      convertible preferred
      stock                    1,477,919      1           --     --         5,024          --          --           --      5,025
    Issuance of common stock
      upon exercise of
      options                         --     --       27,916     --             9          --          --           --          9
    Issuance of Series B
      convertible preferred
      stock net of issuance
      costs of $40             1,394,947      1           --     --        10,631          --          --           --     10,632
    Issuance of common stock          --     --       29,409     --            23          --          --           --         23
    Issuance of Series B
      convertible preferred
      stock                       34,281     --           --     --           262          --          --           --        262
    Net loss                          --     --           --     --            --          --          --       (5,947)    (5,947)
                                             --                  --
                               ---------            --------            ----------   ----------   ---------   --------   --------
  Balances at December 31,
    1993                       3,664,500      3      520,546      1        18,694          --          --       (7,405)    11,293
    Issuance of Series C
      convertible preferred
      stock, net of issuance
      costs of $64             1,547,911      2           --     --        12,565          --          --           --     12,567
    Issuance of common stock
      upon exercise of
      options                         --     --      121,616     --            66         (38)         --           --         28
    Net change in unrealized
      gain (loss) on
      available-for-sale
      securities                      --     --           --     --            --          --          --          (21)       (21)
    Net loss                          --     --           --     --            --          --          --      (10,178)   (10,178)
                                             --                  --
                               ---------            --------            ----------   ----------   ---------   --------   --------
  Balances at December 31,
    1994                       5,212,411      5      642,162      1        31,325         (38)         --      (17,604)    13,689
    Issuance of Series C
      convertible preferred
      stock                          245     --           --     --             2          --          --           --          2
    Issuance of common stock
      to certain research
      institutions                    --     --       32,352     --            26          --          --           --         26
    Issuance of Series D
      convertible preferred
      stock, net of issuance
      costs of $28               858,734      1           --     --         8,730          --          --           --      8,731
    Issuance of common stock
      upon exercise of
      options                         --     --      252,370     --           120         (97)         --           --         23
    Net issuance of common
      stock                           --     --        2,205     --             2           4          --           --          6
    Net change in unrealized
      gain (loss) on
      available-for-sale
      securities                      --     --           --     --            --          --          --           30         30
    Net loss                          --     --           --     --            --          --          --       (8,199)    (8,199)
                                             --                  --
                               ---------            --------            ----------   ----------   ---------   --------   --------
  Balances at December 31,
    1995                       6,071,390      6      929,089      1        40,205        (131)         --      (25,773)    14,308
    Issuance of Series D
      convertible preferred
      stock, net of issuance
      costs of $13
      (unaudited)                292,149     --           --     --         2,967        (180)         --           --      2,787
    Issuance of Series C
      convertible preferred
      stock (unaudited)              735     --           --     --             6          --          --           --          6
    Issuance of common stock
      upon exercise of
      options, net
      (unaudited)                     --     --          301     --             1           8          --           --          9
    Deferred compensation
      related to certain
      options and stock
      purchase rights granted
      to employees and
      consultants (unaudited)         --     --           --     --            12          --         (12)          --         --
    Net change in unrealized
      gain (loss) on
      available-for-sale
      securities (unaudited)          --     --           --     --            --          --          --          (13)       (13)
    Net loss (unaudited)              --     --           --     --            --          --          --       (2,435)    (2,435)
                                             --                  --
                               ---------            --------            ----------   ----------   ---------   --------   --------
  Balances at March 31, 1996
    (unaudited)                6,364,274     $6      929,390     $1      $ 43,191      $ (303)      $ (12)    $(28,221)  $ 14,662
                               =========   =======  ========   =======  =========    =========    =========   ========   ========
</TABLE>

 
   
                            See accompanying notes.
    
 
                                       F-5

<PAGE>   61
 
                               GERON CORPORATION
 
                            STATEMENTS OF CASH FLOWS
 

<TABLE>
<CAPTION>
                                                   ---------------------------------------------------------------
<S>                                                <C>          <C>           <C>          <C>          <C>
                                                         YEARS ENDED DECEMBER 31,
                                                   -------------------------------------
                                                                                             THREE MONTHS ENDED
                                                         1993                                     MARCH 31,
                                                   ----------                              -----------------------
(In thousands)                                                         1994         1995                      1996
                                                                -----------   ----------                ----------
                                                                                                 1995
                                                                                           ----------
                                                                                                 (UNAUDITED)
Cash flows from operating activities
  Net loss                                         $   (5,947)  $   (10,178)  $   (8,199)  $   (2,954)  $   (2,435)
  Adjustments to reconcile net loss to net cash
     used in operating activities:
     Depreciation and amortization                        196           558          780          170          221
     Issuance of common and preferred stock in
       exchange for in-process technology,
       services rendered and research agreements           --            --           82           --            6
     Changes in assets and liabilities:
       Other current assets                               (50)         (164)        (118)           1         (170)
       Notes receivable from officers                    (155)          (18)        (544)         (93)          18

       Deposits and other assets                         (206)            7          (13)          (1)          --
       Accounts payable                                   941          (627)          46         (105)        (158)
       Accrued compensation                               120           210          114         (154)        (210)
       Accrued liabilities                                 74           148          199           66         (101)
       Deferred revenue                                    --            --        1,335           --       (1,335)
                                                   ----------   -----------   ----------   ----------   ----------
Net cash used in operating activities                  (5,027)      (10,064)      (6,318)      (3,070)      (4,164)
                                                   ----------   -----------   ----------   ----------   ----------
Cash flows from investing activities
  Capital expenditures                                   (846)          (78)        (482)         (37)         (15)
  Purchases of short-term investments                 (66,414)           --           --           --           --
  Purchases of securities available-for-sale               --        (5,975)      (7,579)      (1,302)      (6,037)
  Sales of short-term investments                      56,531            --           --           --           --
  Proceeds from sales of securities
     available-for-sale                                    --         8,645          500           --           --
  Proceeds from maturities of securities
     available-for-sale                                    --            --       11,490        6,425        3,500
                                                   ----------   -----------   ----------   ----------   ----------
Net cash (used in) provided by investing
  activities                                          (10,729)        2,592        3,929        5,086       (2,552)
                                                   ----------   -----------   ----------   ----------   ----------
Cash flows from financing activities
  Proceeds from equipment loans                           750            35          471           20           15
  Payments of obligations under capital leases
     and equipment loans                                 (157)         (483)        (769)        (159)        (233)
  Proceeds from issuance of preferred stock            15,919        12,567        8,681           --        2,787
  Proceeds from issuance of common stock                   32            28           25            2            9
                                                   ----------   -----------   ----------   ----------   ----------
Net cash provided by (used in) financing
  activities                                           16,544        12,147        8,408         (137)       2,578
                                                   ----------   -----------   ----------   ----------   ----------
Net increase (decrease) in cash and cash and cash
  equivalents                                             788         4,675        6,019        1,879       (4,138)
Cash and cash equivalents at beginning of period        1,060         1,848        6,523        6,523       12,542
                                                   ----------   -----------   ----------   ----------   ----------
Cash and cash equivalents at end of period         $    1,848   $     6,523   $   12,542   $    8,402   $    8,404
                                                   ==========   ===========   ==========   ==========   ==========
</TABLE>

 
   
                            See accompanying notes.
    
 
                                       F-6

<PAGE>   62
 
                               GERON CORPORATION
 
                         NOTES TO FINANCIAL STATEMENTS
 
    (INFORMATION AS OF MARCH 31, 1996 AND FOR THE THREE-MONTH PERIODS ENDED
                     MARCH 31, 1995 AND 1996 IS UNAUDITED)
 
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Organization
Geron Corporation (the "Company") was incorporated in the State of Delaware on
November 28, 1990. Through April 21, 1995, prior to the signing of the Company's
collaborative agreement (see Note 7), the Company was in the development stage.
Geron is a biopharmaceutical company exclusively focused on discovering and
developing therapeutic and diagnostic products based upon common biological
mechanisms underlying cancer and other age-related diseases. Principal
activities to date have included obtaining financing, recruiting management and
technical personnel, securing operating facilities and conducting research and
development. The Company has no therapeutic products currently available for
sale and does not expect to have any therapeutic products commercially available
for sale for several years. These factors indicate that the Company's ability to
continue its research and development activities is dependent upon the ability
of management to obtain additional financing as required.
 
Interim Financial Information
In the opinion of management, the interim financial statements have been
prepared on the same basis as the annual financial statements and include all
accruals consisting of normal recurring adjustments which the Company considers
necessary for a fair presentation of the financial position at such date and the
operating results and cash flows for those periods. Results for the interim
period are not necessarily indicative of the results to be expected for the
entire year.
 
Net Loss Per Share
Except as noted below, historical net loss per share is computed using the
weighted average number of common shares outstanding. Common equivalent shares
from stock options, convertible preferred stock and warrants are excluded from
the computation as their effect is antidilutive, except that, pursuant to the
Securities and Exchange Commission Staff Accounting Bulletins, common and common
share equivalent shares issued during the period beginning 12 months prior to
the proposed initial filing of the Company's Registration Statement at prices
substantially below the assumed public offering price have been included in the
calculation as if they were outstanding for all periods presented (using the
treasury stock method and the assumed public offering price for stock options
and warrants and the if-converted method for convertible preferred stock).
 
Historical net loss per share information is as follows:
 

<TABLE>
<CAPTION>
                                                    ---------------------------------------------------------
<S>                                                 <C>         <C>         <C>         <C>         <C>
                                                                                         THREE MONTHS ENDED
                                                        YEARS ENDED DECEMBER 31,              MARCH 31,
                                                    ---------------------------------   ---------------------
                                                         1993        1994        1995                    1996
                                                    ---------   ---------   ---------               ---------
                                                                                             1995
                                                                                        ---------
                                                                                             (UNAUDITED)
Net loss per share                                  $   (2.47)  $   (4.13)  $   (2.99)  $   (1.13)  $   (0.87)
                                                    =========   =========   =========   =========   =========
Shares used in computing historical net loss per
  share                                             2,409,497   2,465,726   2,742,452   2,612,380   2,796,829
                                                    =========   =========   =========   =========   =========
</TABLE>

 
Pro forma net loss per share has been computed as described above and also gives
effect to the conversion of convertible preferred shares issued more than 12
months prior to the initial filing of the Registation Statement that will
automatically convert upon completion of the Company's initial public offering
("IPO") (using the if-converted method). Such shares are included from the
original date of issuance.
 
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
 
Revenue Recognition
   
Contract revenue consists of revenue from one collaboration agreement. The
Company recognizes research and development revenue as the related costs are
incurred. Milestone fees are recognized upon completion of specified milestones
according to contract terms. Deferred revenue represents the portion of research
payments received which have not been earned.
    
 
                                       F-7

<PAGE>   63
 
                               GERON CORPORATION
 
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
 
    (INFORMATION AS OF MARCH 31, 1996 AND FOR THE THREE-MONTH PERIODS ENDED
                     MARCH 31, 1995 AND 1996 IS UNAUDITED)
 
Depreciation and Amortization
The Company records property and equipment at cost and calculates depreciation
using the straight-line method over the estimated useful lives of the assets,
generally five years. Furniture and equipment leased under capital leases is
amortized over the useful lives of the assets.
 
Future Accounting Changes
In October 1995, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards 123 ("SFAS 123"), "Accounting for
Stock-Based Compensation," that will be effective for the Company's 1996 fiscal
year. SFAS 123 allows companies which have stock-based compensation arrangements
with employees to adopt a new fair-value basis of accounting for stock options
and other equity instruments, or to continue to apply the existing accounting
rules under APB Opinion 25, "Accounting for Stock Issued to Employees," but with
additional financial statement disclosure. The Company has elected to continue
to account for stock-based compensation arrangements under APB Opinion 25 and,
therefore, expects the adoption of SFAS 123 to have no material impact on its
financial position, results of operations or cash flows.
 
2. FINANCIAL INSTRUMENTS
 
Cash Equivalents and Short-Term Investments
The Company considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents. The Company places its
cash and cash equivalents in money market funds, commercial paper, corporate
master notes, and repurchase agreements with United States ("U.S.") financial
institutions. The Company's short-term investments include corporate notes and
U.S. Government bonds with maturities ranging from 3 to 12 months.
 
The Company classifies its marketable debt securities as available-for-sale.
Available-for-sale securities are recorded at fair value with unrealized gains
and losses reported in the accumulated deficit. Fair values for investment
securities are based on quoted market prices, where available. If quoted market
prices are not available, fair values are based on quoted market prices of
comparable instruments. Realized gains and losses are included in interest and
other income and are derived using the specific identification method for
determining the cost of securities sold and have been immaterial to date.
Declines in market value judged other-than-temporary result in a charge to
interest income. Dividend and interest income are recognized when earned.
 
The following is a summary of available-for-sale securities at December 31, 1994
and 1995 and March 31, 1996 (in thousands):
 

<TABLE>
<CAPTION>
                                                                          ---------------------------------
                                                                                ESTIMATED FAIR VALUE
                                                                          ---------------------------------
                                                                             DECEMBER 31,
                                                                          ------------------     MARCH 31,
                             (In thousands)                                1994       1995       ----------
                                                                          ------     -------        1996
                                                                                                 ----------
                                                                                                 (UNAUDITED)
<S>                                                                       <C>        <C>         <C>
Cash and cash equivalents:
  Money market fund                                                       $1,721     $ 9,674     $    5,370
  Commercial paper                                                           990          --            500
  Corporate master notes and repurchase agreements                         2,987       2,115          2,140
                                                                          ------     -------         ------
                                                                          $5,698     $11,789     $    8,010
                                                                          ======     =======         ======
Short-term investments:
  U.S. Government bonds, U.S. Treasury bills, notes and strips            $5,585     $ 1,001     $       --
  Corporate notes                                                          1,807       2,010          5,535
                                                                          ------     -------         ------
                                                                          $7,392     $ 3,011     $    5,535
                                                                          ======     =======         ======
</TABLE>

 
As of December 31, 1994 and 1995 and March 31, 1996, the difference between the
fair value and the amortized cost of available-for-sale securities was
immaterial. As of December 31, 1994 and 1995 and March 31, 1996, the average
portfolio duration was approximately three months, and the contractual maturity
of any single investment did not exceed one year.
 
   
Management of the Company believes it has established guidelines for investment
of its excess cash relative to diversification and maturities that maintain
safety and liquidity.
    
 
                                       F-8

<PAGE>   64
 
                               GERON CORPORATION
 
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
 
    (INFORMATION AS OF MARCH 31, 1996 AND FOR THE THREE-MONTH PERIODS ENDED
                     MARCH 31, 1995 AND 1996 IS UNAUDITED)
 
Notes Receivable from Officers
The Company held notes receivable of $273,000, $817,000 and $799,000 from
officers of the Company at December 31, 1994 and 1995 and March 31, 1996,
respectively. These notes, generally bearing no interest, are collateralized by
certain personal assets of the officers and are generally due upon the earlier
of nine months after the closing of an initial public offering ("IPO") of the
Company's common stock or three years from the date of the notes.
 
Other Fair Value Disclosures
At March 31, 1996, the fair value of the notes receivable from officers is
$679,000 ($700,000 at December 31, 1995). The fair value was estimated using
discounted cash flow analyses, using interest rates currently being offered for
loans with similar terms of borrowers of similar credit quality.
 
The fair market value of the equipment loans approximates the carrying value of
$832,000 at March 31, 1996 ($896,000 at December 31, 1995). The fair value was
estimated using discounted cash flow analyses, based on the Company's current
incremental borrowing rates for similar types of borrowing arrangements.
 
3. PROPERTY AND EQUIPMENT
 
Property and equipment is comprised of the following:
 

<TABLE>
<CAPTION>
                                                                       ------------------------------------
<S>                                                                    <C>          <C>          <C>
                                                                            DECEMBER 31,
                                                                       -----------------------   MARCH 31,
                                                                             1994                ----------
                                                                       ----------
(In thousands)                                                                            1995         1996
                                                                                    ----------   ----------
                                                                                                 (UNAUDITED)
Furniture and equipment                                                $      567   $      907   $      916
Lab equipment                                                               1,668        2,445        2,472
Leasehold improvements                                                        889          915          915
                                                                       ----------   ----------   ----------
                                                                            3,124        4,267        4,303
Less accumulated depreciation and amortization                               (742)      (1,521)      (1,742)
                                                                       ----------   ----------   ----------
                                                                       $    2,382   $    2,746   $    2,561
                                                                       ==========   ==========   ==========
</TABLE>

 
Property and equipment at December 31, 1994 and 1995 and March 31, 1996 includes
assets under capitalized leases of approximately $2,058,000, $2,719,000 and
$2,739,000, respectively. Accumulated amortization related to leased assets was
approximately $443,000, $987,000 and $1,255,000, at December 31, 1994 and 1995
and March 31, 1996, respectively.
 
4. CAPITAL LEASE OBLIGATIONS AND EQUIPMENT LOANS
 
At December 31, 1995, the Company has lease and equipment loan credit lines
available of $1,546,000, of which approximately $787,000 was unused and
available. Under the terms of the master lease agreement, ownership of the
leased equipment will transfer to the Company at the end of the lease term.
 
   
On May 1, 1996, the Company renewed its existing committed equipment lease and
loan credit facility to provide for an incremental $2,000,000 availability. The
commitment period for additional drawdowns ends on April 30, 1997.
    
 
                                       F-9

<PAGE>   65
 
                               GERON CORPORATION
 
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
 
    (INFORMATION AS OF MARCH 31, 1996 AND FOR THE THREE-MONTH PERIODS ENDED
                     MARCH 31, 1995 AND 1996 IS UNAUDITED)
 
As of December 31, 1995, future minimum lease payments under capital leases and
principal payments on equipment loans are as follows:
 

<TABLE>
<CAPTION>
                                                                                      ---------------------
                                                                                      CAPITAL     EQUIPMENT
(In thousands)                                                                        LEASES        LOANS
                                                                                      -------     ---------
<S>                                                                                   <C>         <C>
Years ending December 31:
  1996                                                                                $   904      $   297
  1997                                                                                    623          386
  1998                                                                                    477          141
  1999                                                                                    123           72
                                                                                      -------     ---------
Total minimum lease and principal payments, respectively                                2,127      $   896
                                                                                                  ========
Amount representing interest                                                             (375)
                                                                                      -------
Present value of future lease payments                                                  1,752
Current portion of capital lease obligations                                             (697)
                                                                                      -------
Noncurrent portion of capital lease obligations                                       $ 1,055
                                                                                       ======
</TABLE>

 
The obligations under the equipment loans are secured by the equipment financed,
bear interest at fixed rates of approximately 13% and are due in monthly
installments through December 1999. In December 1993, in conjunction with the
equipment loan agreement, the Company issued a warrant to purchase 2,352 shares
of common stock at $7.65 per share. The warrant is exercisable immediately, may
be exercised on a net exercise basis and expires on the earliest of December 23,
1999, an initial public offering with gross proceeds to the Company in excess of
$18,000,000, a merger or reorganization with or into another corporation or
entity or a sale of all or substantially all of the Company's assets.
 
5. OPERATING LEASES AND OTHER COMMITMENTS
 
On February 1, 1994, the Company leased a facility under a five-year
noncancelable operating lease. Future minimum payments as of December 31, 1995
under the noncancelable operating lease are approximately $279,000 in 1996,
$290,000 in 1997 and $24,000 in 1998. Rent expense under operating leases was
approximately $273,000 for each of the years ended December 31, 1994 and 1995
and $68,000 for the three months ended March 31, 1995 and 1996. The Company has
the option to extend the term of the lease for one additional period of five
years.
 
In March 1996, the Company entered into a lease for additional space of which it
will take possession in November 1996. The term of the lease is five years, with
an option to renew the lease for two consecutive terms of two and one-half years
each. Future minimum lease payments under the new lease are approximately
$51,000 in 1996, $303,000 in 1997, $315,000 in 1998, $327,000 in 1999, $340,000
in 2000 and $296,000 in 2001.
 
   
The Company has also entered into a number of collaborations with academic
institutions and others to sponsor research in exchange for commercial rights to
any technology developed as a result of such research. In general, these
agreements provide for research payments over one to three years and can be
renewed at the option of the Company. The Company has made research payments of
$833,000, $930,000, $954,000, and $315,000 in 1993, 1994, 1995 and the three
months ended March 31, 1996, respectively. The Company is currently committed to
make research payments of $1,100,000, $275,000, and $75,000, pursuant to
existing research collaborations in 1996, 1997 and 1998, respectively.
    
 
                                      F-10

<PAGE>   66
 
                               GERON CORPORATION
 
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
 
    (INFORMATION AS OF MARCH 31, 1996 AND FOR THE THREE-MONTH PERIODS ENDED
                     MARCH 31, 1995 AND 1996 IS UNAUDITED)
 
6.  STOCKHOLDERS' EQUITY
 
Convertible Preferred Stock
Preferred stock is issuable in series, with the rights and preferences
designated by series. The shares designated and outstanding are as follows:
 

<TABLE>
<CAPTION>
                                      -----------------------------------------------------------------------
<S>                                   <C>            <C>            <C>            <C>             <C>
                                                                      ISSUANCE
                                                                     PRICE AND                           NON-
                                                                    LIQUIDATION         AMOUNT     CUMULATIVE
                                                         SHARES     PREFERENCE         PAID IN       DIVIDEND
                                          SHARES     ISSUED AND           (PER         (NET OF         AMOUNT
                                      DESIGNATED     OUTSTANDING        SHARE)        ISSUANCE      PER SHARE
                                      ----------     ----------     ----------          COSTS)     ----------
                                                                                   -----------
                                                                                   (IN THOUSANDS)
Series A Convertible                   2,244,998      2,235,272         $ 3.40     $     7,600         $ 0.34
Series B Convertible                   1,429,240      1,429,228           7.65          10,894           0.77
Series C Convertible                   1,764,706      1,547,911           8.16          12,567           0.82
                                       ---------      ---------                        -------
Balances at December 31, 1994          5,438,944      5,212,411                         31,061
Series C Convertible                    (204,656)           245           8.16               2           0.82
Series D Convertible                   1,176,471        858,734          10.20           8,731           1.02
                                       ---------      ---------                        -------
Balances at December 31, 1995          6,410,759      6,071,390                         39,794
Series C Convertible (unaudited)               -            735           8.16               6           0.82
Series D Convertible (unaudited)               -        292,149          10.20           2,787           1.02
                                       ---------      ---------                        -------
Balances at March 31, 1996
  (unaudited)                          6,410,759      6,364,274                    $    42,587
                                       =========      =========                        =======
</TABLE>

 
Each share of preferred stock is entitled to voting rights equivalent to the
number of shares of common stock into which such shares can be converted, and is
convertible, at the option of the holder, into one share of common stock,
subject to certain antidilution adjustments. Conversion is automatic upon the
closing of a firm commitment underwritten public offering pursuant to an
effective registration statement under the Securities Act of 1933 ("initial
public offering"), which results in a price per share of not less than $17.00
(adjusted for any recapitalizations) and aggregate offering proceeds of not less
than $7,500,000. Conversion is also automatic upon the election of 66% or
greater of the outstanding shares of preferred stock.
 
Preferred stockholders have certain rights of first refusal which allow them to
participate ratably in any future issuances of stock to maintain their original
ownership percentages. This right terminates upon an initial public offering. No
dividends have been declared through March 31, 1996.
 
In April 1993, the Company granted an option to purchase 9,703 shares of Series
A convertible preferred stock at $3.40 per share. The option is exercisable
through the earlier of an initial public offering or April 2000, and may be
exercised on a net exercise basis.
 
In February 1994, in conjunction with a research agreement, the Company issued a
warrant to purchase 47,058 shares of common stock at $7.65 per share. The
warrant is exercisable through February 2004.
 
In June 1994, in conjunction with the Series C preferred stock financing, the
Company issued warrants to purchase 9,190 shares of Series C preferred stock at
$9.38 per share. These warrants are exercisable through June 1999.
 
1992 Stock Option Plan
   
The 1992 Stock Option Plan (the "Stock Option Plan") was adopted in July 1992.
The options granted under the Stock Option Plan may be either incentive stock
options or nonstatutory stock options. As of December 31, 1995 and March 31,
1996, the Company has authorized 1,730,882 shares of common stock for issuance
under the Stock Option Plan. Options granted under the Stock Option Plan expire
no later than ten years from the date of grant. For incentive stock options and
nonqualified stock options, the option price shall be at least 100% and 85%,
respectively, of the fair market value on the date of grant. If, at the time the
Company grants an incentive stock option, and the optionee directly or by
attribution owns stock possessing more than 10% of the total combined voting
    
 
                                      F-11

<PAGE>   67
 
                               GERON CORPORATION
 
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
 
    (INFORMATION AS OF MARCH 31, 1996 AND FOR THE THREE-MONTH PERIODS ENDED
                     MARCH 31, 1995 AND 1996 IS UNAUDITED)
 
power of all classes of stock of the Company, the option price shall be at least
110% of the fair market value and shall not be exercisable more than five years
after the date of grant.
 
Options under the plan are immediately exercisable; however, the shares issued
are subject to repurchase rights which lapse in a series of installments
measured from the vesting commencement date of the option. Options generally
vest over a period of five years from the date of grant, with one-tenth vesting
after six months and the remainder vesting ratably over the following 54 months.
Options may be granted with different vesting terms from time to time.
 
Under the Stock Option Plan, employees may exercise options in exchange for a
note payable to the Company. As of December 31, 1995 and March 31, 1996, notes
receivable from stockholders of $131,000 and $123,000, respectively, were
outstanding. These notes generally bear interest at 6% and are due and payable
in one lump sum on the earlier of 30 days after the date the maker transfers for
value any of the shares of the Company's common stock purchased with the note or
three years from the date of the note. Unvested shares are subject to repurchase
by the Company at the original purchase price.
 
Aggregate option activity is as follows:
 

<TABLE>
<CAPTION>
                                                          ---------------------------------------------------------
<S>                                                       <C>             <C>         <C>           <C>
                                                                                                OUTSTANDING OPTIONS
                                                                 SHARES   -----------------------------------------
                                                              AVAILABLE                 PRICE PER
                                                              FOR GRANT                     SHARE         AGGREGATE
                                                          -------------               -----------   ---------------
                                                                          NUMBER OF
                                                                             SHARES
                                                                          ---------
                                                                                                     (IN THOUSANDS)
Balance at December 31, 1993                                  128,724       475,715   $0.34-$0.78   $           218
  Additional shares authorized                              1,098,529             -         $   -                 -
  Options granted                                            (519,682)      519,682   $0.78-$0.82               419
  Options exercised                                                 -      (121,616)  $0.34-$0.78               (66)
  Options canceled                                             11,184       (11,184)  $0.34-$0.78                (4)
                                                          -------------   ---------                 ---------------
Balance at December 31, 1994                                  718,755       862,597   $0.34-$0.82               567
  Options granted                                            (492,908)      492,908         $0.82               402
  Options exercised                                                 -      (252,370)  $0.34-$0.82              (120)
  Options canceled                                             35,486       (35,486)  $0.34-$0.82               (25)
                                                          -------------   ---------                 ---------------
Balance at December 31, 1995                                  261,333     1,067,649   $0.34-$0.82               824
  Options granted (unaudited)                                  (8,271)        8,271         $1.02                 8
  Options exercised (unaudited)                                     -        (2,017)  $0.34-$0.82                (2)
  Options canceled (unaudited)                                 18,482       (18,482)  $0.78-$0.82               (15)
                                                          -------------   ---------                 ---------------
Balance at March 31, 1996 (unaudited)                         271,544     1,055,421   $0.34-$1.02   $           815
                                                           ==========     =========                    ============
</TABLE>

 
At December 31, 1995 and March 31, 1996, options to purchase 272,165 shares and
328,432 shares, respectively, were exercisable. At December 31, 1995 and March
31, 1996, there were 138,785 shares and 111,185 shares outstanding,
respectively, subject to repurchase under the Stock Option Plan.
 
At December 31, 1995 and March 31, 1996, 7,468,675 shares and 7,759,542 shares,
respectively, of common stock are reserved for issuances upon exercise of
options currently outstanding and options available for grant under the Stock
Option Plan, conversion of outstanding convertible preferred stock and exercise
of warrants.
 
Through March 31, 1996, the Company recorded deferred compensation expense for
the difference between the exercise price and the deemed fair value of the
Company's common stock, related to shares issued pursuant to stock purchase
rights and options granted in 1996. This deferred compensation expense
aggregates approximately $12,000 and will be amortized over the related vesting
period.
 
7. COLLABORATIVE AGREEMENT
 
   
In April 1995, the Company entered into a license and research collaboration
agreement with Kyowa Hakko Kogyo Co., Ltd. ("Kyowa Hakko"). Under the agreement,
the Company granted an exclusive license to Kyowa Hakko to make, use and sell
products based on
    
 
                                      F-12

<PAGE>   68
 
                               GERON CORPORATION
 
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
 
    (INFORMATION AS OF MARCH 31, 1996 AND FOR THE THREE-MONTH PERIODS ENDED
                     MARCH 31, 1995 AND 1996 IS UNAUDITED)
 
telomerase inhibition technology within a specified territory in exchange for
royalty payments, payments for certain research and development activities and
payments due on achieving specified development milestones. Costs associated
with research and development activities attributable to products being
developed under this agreement for the year ended December 31, 1995 and for the
three months ended March 31, 1996 were $6,900,000 and $1,900,000 respectively.
Under this agreement, revenues of approximately $5,500,000 and $1,335,000 were
recognized in the year ended December 31, 1995 and in the three months ended
March 31, 1996. No milestone payments have been received or earned to date.
 
8. INCOME TAXES
 
As of December 31, 1995, the Company had federal net operating loss
carryforwards of approximately $24,300,000 and state net operating loss
carryforwards of approximately $4,400,000. The federal net operating loss
carryforwards will expire at various dates beginning in 2006 through 2010, if
not utilized.
 
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes.
 
Significant components of the Company's deferred tax assets as of December 31
are as follows:
 

<TABLE>
<CAPTION>
                                                                              ----------------------------
<S>                                                                           <C>       <C>       <C>
                                                                                      DECEMBER 31,
                                                                              ----------------------------
                                                                                 1993
                                                                              -------
(In thousands)                                                                             1994       1995
                                                                                        -------   --------
Net operating loss carryforward                                               $ 2,500   $ 5,800   $  8,800
Research credits (expiring 2006-2010)                                             300       700      1,200
Capitalized research and development                                              100       400        500
Other -- net                                                                      100       100        300
                                                                              -------   -------   --------
Total deferred tax assets                                                       3,000     7,000     10,800
Valuation allowance for deferred tax assets                                    (3,000)   (7,000)   (10,800)
                                                                              -------   -------   --------
Total                                                                         $    --   $    --   $     --
                                                                              =======   =======   ========
</TABLE>

 
Because of the Company's lack of earnings history, the deferred tax assets have
been fully offset by a valuation allowance. The valuation allowance increased by
$2,400,000, $4,000,000 and $3,800,000 during the years ended December 31, 1993,
1994 and 1995, respectively.
 
Utilization of the net operating loss and credit carryforwards may be subject to
a substantial annual limitation due to the ownership change provisions of the
Internal Revenue Code of 1986. The annual limitation may result in the
expiration of net operating losses and credits before utilization.
 
9. STATEMENT OF CASH FLOWS DATA
 

<TABLE>
<CAPTION>
                                                           --------------------------------------------------
<S>                                                        <C>         <C>        <C>        <C>        <C>
                                                                    YEARS ENDED                THREE MONTHS
                                                                   DECEMBER 31,
                                                           -----------------------------          ENDED
                                                              1993                              MARCH 31,
                                                           -------       1994       1995     ----------------
(In thousands)                                                         ------     ------                 1996
                                                                                                        -----
                                                                                               1995
                                                                                             ------
                                                                                               (UNAUDITED)
Supplementary Information
  Interest paid                                            $    76     $  290     $  359     $   80     $  91
Supplementary Investing and Financing Activities
  Equipment acquired under capital leases                  $ 1,003     $  988     $  661     $  352     $  20
  Notes issued to stockholders                             $    --     $   38     $   93     $   95     $ 180
  Net unrealized gain (loss) on available-for-sale         $    --     $  (21)    $   30     $   16     $ (13)
     securities
</TABLE>

 
   
                                      F-13
    

<PAGE>   69
 
                               GERON CORPORATION
 
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
 
    (INFORMATION AS OF MARCH 31, 1996 AND FOR THE THREE-MONTH PERIODS ENDED
                     MARCH 31, 1995 AND 1996 IS UNAUDITED)
 
10. SUBSEQUENT EVENTS
 
The Board of Directors has authorized the Company to proceed with an IPO. In
connection with the IPO, and upon approval by a two-thirds majority of the
holders of the Company's convertible preferred stock, all of the Company's
convertible preferred stock outstanding as of March 31, 1996 will be converted
into 6,364,274 shares of common stock. The pro forma effect of these conversions
has been reflected on the accompanying unaudited pro forma balance sheet
assuming they had occurred at March 31, 1996.
 
   
In June 1996, the Board of Directors approved a 1-for-3.4 reverse common stock
split. All share and per share amounts have been adjusted to reflect this stock
split retroactively. In connection with this stock split, the Board of Directors
also approved a change in the authorized number of shares of Preferred Stock.
This reverse split and change in the authorized number of shares of Preferred
Stock was effected on July 23, 1996. At that same meeting, the Board of
Directors adopted the 1996 Employee Stock Purchase Plan (the "Stock Purchase
Plan") and reserved an aggregate of 300,000 shares of Common Stock for issuance
thereunder. In addition, the Board of Directors adopted the 1996 Directors'
Stock Option Plan (the "Directors' Plan") and reserved an aggregate of 250,000
shares of Common Stock for issuance thereunder. The Stock Purchase Plan and the
Directors' Plan were approved by the stockholders in July 1996.
    
 
In April 1996, the Board of Directors authorized an increase in the number of
shares available under the Stock Option Plan of 823,529 shares and granted
options under the Stock Option Plan to purchase 540,869 shares of common stock
at an exercise price of $2.04 per share. These options were granted to provide
additional incentives to retain management, key employees and consultants and to
offset the dilution caused by the new shares issued in the initial public
offering. The deemed fair value of common stock at this date was $4.42 per
share. The Company will record approximately $1,300,000 of deferred compensation
related to these options in the quarter ended June 30, 1996. This amount will be
amortized over the vesting period of individual options, generally a 60-month
period.
 
In June 1996, the Board of Directors amended the Stock Option Plan to comply
with certain requirements of Rule 16b-3 of the Securities Exchange Act of 1934,
as amended, and the Internal Revenue Code of 1986, as amended.
 
   
In July 1996, the Compensation Committee of the Board of Directors granted
options to purchase an aggregate of 194,491 shares of Common Stock to employees,
officers, directors and consultants of the Company, such grants to be effective
upon the effective date of the Offering. These options will have an exercise
price equal to the initial public offering price and will vest over a five-year
period from the vesting commencement date.
    
 
                                      F-14

<PAGE>   70
 
                                  Inside Back
 
Direct visualization of telomeric DNA in replicatively young and senescent
cells. Chromosomes from young skin cells (photo a) after doubling 24 times
(Population Doubling Level 24, "PDL 24") are stained to display the telomeric
DNA. The telomere is stained bright yellow while the rest of the chromosome is
red. Chromosomes from senescent cells (photo b) at PDL 82 show a marked loss of
terminal sequences such that numerous chromosomes have no detectable telomeric
DNA.

<PAGE>   71
 
                                Back Gatefold #1
 
        Replicatively young cells (photo a) and senescent cells (photo
        b) differ in their patterns of gene expression. Using
        proprietary genomics technologies, Geron has identified over 100
        gene markers of genes that are differentially expressed in the
        course of cell senescence. Genes that were initially identified
        as being changed during cell senescence in the laboratory have
        been shown to be altered in parallel fashion in actual aging
        skin. In young skin (photo c) the gene PGRN-1716 is clearly
        expressed (stained white), in contrast to old skin (photo d)
        where it is expressed at lower levels. Geron uses such markers
        to develop high throughput screens for the discovery of novel
        therapeutics for age-related diseases and conditions.

<PAGE>   72
 
                                Back Gatefold #2
 
In contrast to normal breast tissue (photo a), tissue from breast cancer (photo
b) reacts to a probe for the RNA component of human telomerase, staining
telomerase positive cells purple. As one of Geron's proprietary assays for
detecting telomerase expression, this in situ hybridization technology enables a
clinical pathologist to identify telomerase positive cancer cells and is
expected to enhance significantly the accuracy of traditional means of
diagnosing cancer.

<PAGE>   73

                              OUTSIDE BACK COVER

                                      LOGO

<PAGE>   74
 
                   APPENDIX -- DESCRIPTION OF GRAPHIC IMAGES
 
FRONT COVER: LOGO:
 
A stylized hourglass wrapped in a three dimensional double helix, with the name
Geron centered at the narrow portion of the hourglass.
 
INSIDE FRONT:
 
Graphic entitled "Geron's Therapeutic Approaches." At center of graphic is
picture of Normal Dividing Cell showing telomeres breaking off of a DNA strand.
Center graphic has following captions: "Normal Dividing Cells; Telomeres Shorten
with Cell Division; Telomerase Off." Arrows from center graphic point to upper
left ("Cancer") and upper right ("Age-Related Diseases"). At upper left of
graphic is picture of three round cancer cells with following captions: "Cancer
Cells; Telomeres Maintained-Replicative Immortality; Telomerase On." At upper
right is picture of one senescent cell with following captions: "Senescent (Old)
Cells; Altered Gene Expression; Telomerase Off." At bottom of graphic, with
arrow pointing to center picture, is "Cell Transplantation" with picture of
Primordial Stem cell with following captions "Primordial Stem Cells, Naturally
Immortal-Total Differentiation Capability; Telomerase On."
 
FIGURE 1:
 
Graphic showing a normal dividing cell with the telomeres breaking off of a DNA
strand, with the following caption: Normal Dividing Cells; Telomeres Shorten
with Cell Division; Telomerase Off.
 
FIGURE 2:
 
Graphic showing a normal dividing cell with telomeres breaking off of a DNA 
strand with an arrow to these cancer cells with attached telomeres. The normal
cell has the following caption: Normal Dividing Cells; Telomeres Shorten with
Cell Division; Telomerase Off. The cancer cells have the following caption:
Telomeres Maintained-Replicative Immortality; Telomerase On.
 
INSIDE BACK COVER (Gatefold):
 
A. Four photographs marked a, b, c, and d. Photos a and b show the different
patterns of expressed genes in young (photo a) and senescent (photo b) cells
under a microscope. Photos c and d show the different patterns of expressed
genes in young (photo c) and old (photo d) skin.

B. Two photos marked a and b showing normal breast tissue (photo a) and
cancerous breast tissue (photo b) as seen under a microscope utilizing
telomerase as a stain.

C. Two photos marked a and b showing glowing telomeres in young skin cells
(photo a) and senescent cells (photo b).

OUTSIDE BACK COVER:
 
Logo: same as front.

<PAGE>   75
 

 
                                   PART II
 
                     INFORMATION NOT REQUIRED IN PROSPECTUS
 

ITEM 13.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
 
The following table sets forth the costs and expenses, other than underwriting
discounts and commissions, payable by the Company in connection with the sale of
Common Stock being registered. All amounts are estimates except the registration
fee, the NASD filing fee and the Nasdaq National Market listing fee.
 

<TABLE>
<CAPTION>
                                                                                                  AMOUNT
                                                                                                TO BE PAID
                                                                                                ----------
<S>                                                                                             <C>
Registration Fee                                                                                 $  13,750
NASD Filing Fee                                                                                      4,488
Nasdaq National Market Listing Fee                                                                  42,980
Printing and Engraving Expenses                                                                    110,000
Legal Fees and Expenses                                                                            275,000
Accounting Fees and Expenses                                                                       110,000
Blue Sky Qualification Fees and Expenses                                                            20,000
Directors and Officers' Liability Insurance                                                        250,000
Transfer Agent and Registrar Fees                                                                   10,000
Miscellaneous Fees and Expenses                                                                     38,782
                                                                                                ----------
  Total                                                                                          $ 875,000
                                                                                                  ========
</TABLE>

 

ITEM 14.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
Section 145 of the Delaware General Corporation Law authorizes a court to award,
or a corporation's Board of Directors to grant, indemnity to directors and
officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933, as amended (the "Securities
Act"). Article XI of the Registrant's Amended and Restated Certificate of
Incorporation (Exhibit 3.3 hereto) provides for indemnification of its directors
and officers to the maximum extent permitted by the Delaware General Corporation
Law and Article VII, Section 6 of the Registrant's Amended and Restated Bylaws
(Exhibit 3.4 hereto) provides for indemnification of its directors, officers,
employees and other agents to the maximum extent permitted by the Delaware
General Corporation Law. In addition, the Registrant has entered into
Indemnification Agreements (Exhibit 10.1 hereto) with its directors and officers
containing provisions which are in some respects broader than the specific
indemnification provisions contained in the Delaware General Corporation Law.
The indemnification agreements may require the Company, among other things, to
indemnify its directors against certain liabilities that may arise by reason of
their status or service as directors (other than liabilities arising from
willful misconduct of culpable nature), to advance their expenses incurred as a
result of any proceeding against them as to which they could be indemnified, and
to obtain directors' insurance if available on reasonable terms. Reference is
also made to Section 7 of the Underwriting Agreement contained in Exhibit 1.1
hereto, indemnifying officers and directors of the Company against certain
liabilities.
 

ITEM 15.  RECENT SALES OF UNREGISTERED SECURITIES
 
(a) Since May 31, 1993, the Company has sold and issued the following
unregistered securities (without payment of any selling commission to any
person), as adjusted to give effect to the Company's reverse stock split to be
effected prior to the closing of the Offering, pursuant to which one share of
Common Stock will be reissued for each 3.4 shares of Common Stock:
 
     (1) The Company has sold and issued 559,184 shares of its Common Stock at
     an aggregate offering price of $356,747 to directors, officers, employees
     and consultants pursuant to the exercise of options under the Stock Option
     Plan;
 
     (2) In June 1993, the Company sold and issued to certain investors
     1,394,948 shares of its Series B Preferred Stock for an aggregate of
     $10,671,437.25 in cash, and 29,409 shares of its Common Stock for an
     aggregate of $23,000.00 in cash. In November 1993, the Company also sold
     and issued an additional 34,280 shares of its Series B Preferred Stock for
     an aggregate of $262,248.75 in cash;
 
     (3) During the period from June 1994 through July 1994, the Company sold
     and issued to certain investors an aggregate of 1,547,911 shares of its
     Series C Preferred Stock for an aggregate of $12,631,010.40 in cash. From
     October 1995 through
 
                                      II-1

<PAGE>   76
 
     May 1996, the Company also sold and issued an additional 2,940 shares of
     its Series C Preferred Stock for an aggregate of $13,124.25 in payment of
     past services rendered by StratiPoint Group, Inc., a consultant to the
     Company;
 
     (4) During the period from November 1995 through February 21, 1996, the
     Company issued and sold to certain investors an aggregate of 1,150,883
     shares of its Series D Preferred Stock for an aggregate of $11,739,165.00
     in cash;
 
     (5) In December 1993, the Company issued a warrant to Lease Management
     Services, Inc. to purchase 2,352 shares of its Common Stock at an exercise
     price of $7.65 per share in connection with an equipment financing
     agreement;
 
     (6) In February 1994, the Company issued a warrant to Cold Spring Harbor
     Laboratory to purchase 47,058 shares of its Common Stock at an exercise
     price of $7.65 per share in connection with a research agreement;
 
     (7) In April 1995, as part of the Kyowa Hakko Agreement, Kyowa Hakko agreed
     to purchase from the Company $2.5 million of Common Stock in connection
     with the Offering. Assuming an initial public offering price of $12.00 per
     share, Kyowa Hakko is obligated to purchase 208,333 shares of Common Stock.
 
     (8) In June 1994, the Company issued warrants to purchase an aggregate of
     9,190 shares of its Series C Preferred Stock at an exercise price of $9.38
     per share in connection with its Series C Preferred Stock financing; and
 
     (9) On June 12, 1996, the Company's Board of Directors approved a 1-for-3.4
     reverse stock split of the Common Stock, which has been submitted to the
     stockholders for approval.
 
The sales and issuances of securities in the transactions described in paragraph
(1) were deemed to be exempt from registration under the Securities Act by
virtue of Rule 701 promulgated thereunder in that they were offered and sold
either pursuant to written compensatory benefit plans or pursuant to a written
contract relating to compensation, as provided by Rule 701.
 
The sales and issuances of securities in the transactions described in
paragraphs (2) through (6) and (8) above were deemed to be exempt from
registration under the Securities Act in reliance on Section 4(2) thereof as
transactions by an issuer not involving any public offering.
 
The transaction described in paragraph (7) is deemed to be exempt from
registration under the Securities Act in reliance on Regulation S promulgated
thereunder.
 
The transaction described in paragraph (9) is deemed to be exempt under the
Securities Act because no "sale" occurred in connection with such transaction
pursuant to Section 2(3) and Rule 145 thereunder.
 
Appropriate legends are affixed to the stock certificates issued in the
aforementioned transactions. In all such transactions, all recipients of
securities represented their intention to acquire the securities for investment
only and not with a view to or for sale in connection with any distribution
thereof and all recipients either received adequate information about the
Registrant or had access, through employment or other relationships, to such
information.
 
(b) There were no underwritten offerings employed in connection with any of the
transactions set forth in Item 15(a).
 

ITEM 16.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 
(A) EXHIBITS
 
   

<TABLE>
<S>        <C>
 1.1**     Form of Underwriting Agreement
 3.1**     Amended and Restated Certificate of Incorporation of Registrant
 3.2**     Bylaws of Registrant
 3.3**     Form of Amended and Restated Certificate of Incorporation to be filed with the Delaware
           Secretary of State to effect the Company's 1-for-3.4 reverse stock split
 3.4**     Form of Amended and Restated Bylaws to be effective upon the closing of the Offering
 4.1**     Form of Common Stock Certificate
 5.1**     Opinion of Venture Law Group, A Professional Corporation
10.1**     Form of Indemnification Agreement
10.2**     1992 Stock Option Plan
10.3**     1996 Employee Stock Purchase Plan
10.4**     1996 Directors' Stock Option Plan
10.5**     Investors' Rights Agreement dated November 10, 1995 among the Registrant and certain security
           holders of the Registrant
</TABLE>

    
 
                                      II-2

<PAGE>   77
 
   

<TABLE>
<S>        <C>
10.6+**    Agreement with Respect to Option dated August 31, 1992 between the Registrant and Cold Spring
           Harbor Laboratory and Amendments No. 1 and 2 thereto dated May 3, 1993 and January 1994
10.7+**    Patent License Agreement dated September 8, 1992 between the Registrant and University of
           Texas Southwestern Medical Center at Dallas
10.8+**    Sponsored Research Agreement dated as of September 8, 1992 between the Registrant and
           University of Texas Southwestern Medical Center at Dallas
10.9+**    Exclusive License Agreement dated February 2, 1994 between the Registrant and the Regents of
           the University of California
10.10+**   License and Research Collaboration Agreement dated April 24,1995 between the Registrant and
           Kyowa Hakko Kogyo Co., Ltd. and Amendment No. 1 thereto dated July 15, 1995
10.11+**   Standard Nonexclusive License Agreement dated January 1, 1996 between the Registrant and
           Wisconsin Alumni Research Foundation
10.12**    Business Park Lease dated March 25, 1996 between the Registrant and David D. Bohannon
           Organization
10.13**    Business Park Lease dated January 20, 1993 between the Registrant and David D. Bohannon
           Organization and Amendments Nos. 1, 2 and 3 thereto dated July 26, 1993, February 22, 1994
           and March 25, 1996, respectively
10.14**    Equipment Financing Agreement dated January 5, 1992 between the Registrant and Lease
           Management Services, Inc.
10.15**    Master Lease Agreement dated January 5, 1993 between the Registrant and Lease Management
           Services, Inc.
10.16**    Note Secured by Stock Pledge Agreement dated July 7, 1993 between the Registrant and Michael
           West and Amendment thereto dated May 20, 1996
10.17**    Employment Letter Agreement dated February 15, 1995 between the Registrant and Daniel Levitt
10.18**    Note Secured by Second Deed of Trust dated July 1, 1995 between the Registrant and Daniel
           Levitt and Amendment thereto dated May 31, 1996
10.19**    Note Secured by Second Deed of Trust dated May 20, 1993 between the Registrant and Jeryl Lynn
           Hilleman and Amendment thereto dated May 20, 1996
10.20**    Note Secured by Second Deed of Trust dated December 1993 between the Registrant and Calvin B.
           Harley
10.21**    Note Secured by Second Deed of Trust dated September 30, 1995 between the Registrant and
           David L. Greenwood
10.22**    Note Secured by Second Deed of Trust dated September 30, 1995 between the Registrant and
           David L. Greenwood
10.23**    Common Stock Warrant dated May 4, 1994, issued by the Registrant to Cold Spring Harbor
           Laboratory
10.24**    Series C Preferred Stock Purchase Warrants issued to certain investors on June 29, 1994
11.1**     Statement of Computation of Net Loss per Share
23.1       Consent of Ernst & Young LLP, Independent Auditors (see page II-6)
23.2**     Consent of Counsel (included in Exhibit 5.1)
23.3       Consent of Townsend and Townsend and Crew LLP
23.4       Consent of Lyon & Lyon
24.1**     Power of Attorney (see page II-5)
27.1**     Financial Data Schedule
</TABLE>

    
 
- ---------------
 
** Previously filed.
 
 + Certain portions of this Exhibit have been omitted for which confidential
   treatment has been requested and filed separately with the Securities and
   Exchange Commission.
 
(B) FINANCIAL STATEMENT SCHEDULES
 
Financial statement schedules are omitted because the information required to be
set forth therein is not applicable or is shown in the financial statements or
notes thereto.
 
                                      II-3

<PAGE>   78
 

ITEM 17.  UNDERTAKINGS
 
The undersigned Registrant hereby undertakes to provide to the Underwriters at
the closing specified in the Underwriting Agreement, certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.
 
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the Registrant
pursuant to the provisions referenced in Item 14 of this Registration Statement
or otherwise, the Registrant has been advised that, in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act, and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered hereunder, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
 
The undersigned registrant hereby undertakes that:
 
     (1) For purposes of determining any liability under the Securities Act, the
     information omitted from the form of prospectus filed as part of this
     Registration Statement in reliance upon Rule 430A and contained in a form
     of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
     497(h) under the Securities Act shall be deemed to be part of this
     Registration Statement as of the time it was declared effective; and
 
     (2) For the purpose of determining any liability under the Securities Act,
     each post-effective amendment that contains a form of prospectus shall be
     deemed to be a new registration statement relating to the securities
     offered therein, and the offering of such securities at that time shall be
     deemed to be the initial bona fide offering thereof.
 
                                      II-4

<PAGE>   79
 

                                   SIGNATURES
 
   
Pursuant to the requirements of the Securities Act of 1933, Registrant has duly
caused this Amendment to the Registration Statement on Form S-1 to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Menlo
Park, State of California, on this 26th day of July, 1996.
    
 
                                        GERON CORPORATION
 
                                        By: /s/ Ronald W. Eastman
 
                                         ---------------------------------------
                                         Ronald W. Eastman
                                         (President and Chief Executive Officer)
 
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated:
 
   

<TABLE>
<CAPTION>
                SIGNATURE                                         TITLE                            DATE
- ------------------------------------------    ----------------------------------------------  --------------
<C>                                           <S>                                             <C>
          /s/ Ronald W. Eastman               President, Chief Executive Officer               July 26, 1996
- ------------------------------------------    and Director (Principal Executive Officer)
            Ronald W. Eastman
         /s/ David L. Greenwood*              Chief Financial Officer, Treasurer and           July 26, 1996
- ------------------------------------------    Secretary (Principal Financial and Accounting
            David L. Greenwood                Officer)
         /s/ Alexander E. Barkas*             Director                                         July 26, 1996
- ------------------------------------------
           Alexander E. Barkas
           /s/ Brian H. Dovey*                Director                                         July 26, 1996
- ------------------------------------------
              Brian H. Dovey
         /s/ Charles M. Hartman*              Director                                         July 26, 1996
- ------------------------------------------
            Charles M. Hartman
           /s/ Thomas D. Kiley*               Director                                         July 26, 1996
- ------------------------------------------
             Thomas D. Kiley
        /s/ Patrick F. Latterell*             Director                                         July 26, 1996
- ------------------------------------------
           Patrick F. Latterell
           /s/ Robert B. Stein*               Director                                         July 26, 1996
- ------------------------------------------
             Robert B. Stein
           /s/ Michael D. West*               Director                                         July 26, 1996
- ------------------------------------------
             Michael D. West
        *By: /s/ Ronald W. Eastman
- ------------------------------------------
            Ronald W. Eastman
             Attorney-in-Fact
</TABLE>

    
 
                                      II-5

<PAGE>   80
 
          CONSENT OF ERNST & YOUNG LLP, INDEPENDENT PUBLIC ACCOUNTANTS
 
   
We consent to the reference to our firm under the captions "Selected Financial
Data" and "Experts" and to the use of our report dated February 9, 1996, except
as to Note 10 as to which the date is July 25, 1996, in the Registration
Statement (Form S-1) and the related Prospectus of Geron Corporation for the
registration of 2,875,000 shares of its Common Stock.
    
 
   
                                            ERNST & YOUNG LLP
    
 
   
                                            /s/  ERNST & YOUNG LLP
    
   
PALO ALTO, CALIFORNIA
    
   
JULY 25, 1996
    
 
                                      II-6

<PAGE>   81
 

                               INDEX TO EXHIBITS
 
   

<TABLE>
<CAPTION>
EXHIBIT
 NUMBER
- --------
<C>        <S>
  1.1**    Form of Underwriting Agreement
  3.1**    Amended and Restated Certificate of Incorporation of Registrant
  3.2**    Bylaws of Registrant
  3.3**    Form of Amended and Restated Certificate of Incorporation to be filed with the Delaware
           Secretary of State to effect the Company's 1-for-3.4 reverse stock split
  3.4**    Form of Amended and Restated Bylaws to be effective upon the closing of the Offering
  4.1**    Form of Common Stock Certificate
  5.1**    Opinion of Venture Law Group, A Professional Corporation
 10.1**    Form of Indemnification Agreement
 10.2**    1992 Stock Option Plan
 10.3**    1996 Employee Stock Purchase Plan
 10.4**    1996 Directors' Stock Option Plan
 10.5**    Investors' Rights Agreement dated November 10, 1995 among the Registrant and certain security
           holders of the Registrant
 10.6+**   Agreement with Respect to Option dated August 31, 1992 between the Registrant and Cold Spring
           Harbor Laboratory and Amendments No. 1 and 2 thereto dated May 3, 1993 and January 1994
 10.7+**   Patent License Agreement dated September 8, 1992 between the Registrant and University of
           Texas Southwestern Medical Center at Dallas
 10.8+**   Sponsored Research Agreement dated as of September 8, 1992 between the Registrant and
           University of Texas Southwestern Medical Center at Dallas
 10.9+**   Exclusive License Agreement dated February 2, 1994 between the Registrant and the Regents of
           the University of California
10.10+**   License and Research Collaboration Agreement dated April 24,1995 between the Registrant and
           Kyowa Hakko Kogyo Co., Ltd. and Amendment No. 1 thereto dated July 15, 1995
10.11+**   Standard Nonexclusive License Agreement dated January 1, 1996 between the Registrant and
           Wisconsin Alumni Research Foundation
 10.12**   Business Park Lease dated March 25, 1996 between the Registrant and David D. Bohannon
           Organization
 10.13**   Business Park Lease dated January 20, 1993 between the Registrant and David D. Bohannon
           Organization and Amendments No. 1, 2 and 3 thereto dated July 26, 1993, February 22, 1994 and
           March 25, 1996, respectively
 10.14**   Equipment Financing Agreement dated January 5, 1992 between the Registrant and Lease
           Management Services, Inc.
 10.15**   Master Lease Agreement dated January 5, 1993 between the Registrant and Lease Management
           Services, Inc.
 10.16**   Note Secured by Stock Pledge Agreement dated July 7, 1993 between the Registrant and Michael
           West and Amendment thereto dated May 20, 1996
 10.17**   Employment Letter Agreement dated February 15, 1995 between the Registrant and Daniel Levitt
 10.18**   Note Secured by Second Deed of Trust dated July 1, 1995 between the Registrant and Daniel
           Levitt and Amendment thereto dated May 31, 1996
 10.19**   Note Secured by Second Deed of Trust dated May 20, 1993 between the Registrant and Jeryl Lynn
           Hilleman and Amendment thereto dated May 20, 1996
 10.20**   Note Secured by Second Deed of Trust dated December 1993 between the Registrant and Calvin B.
           Harley
 10.21**   Note Secured by Second Deed of Trust dated September 30, 1995 between the Registrant and David
           L. Greenwood
 10.22**   Note Secured by Second Deed of Trust dated September 30, 1995 between the Registrant and David
           L. Greenwood
 10.23**   Common Stock Warrant dated May 4, 1994 issued by the Registrant to Cold Spring Harbor
           Laboratory
 10.24**   Series C Preferred Stock Purchase Warrants issued to certain investors on June 29, 1994
 11.1**    Statement of Computation of Net Loss per Share
 23.1      Consent of Ernst & Young LLP, Independent Auditors (see page II-6)
 23.2**    Consent of Counsel (included in Exhibit 5.1)
 23.3      Consent of Townsend and Townsend and Crew LLP
 23.4      Consent of Lyon & Lyon
 24.1**    Power of Attorney (see page II-5)
 27.1**    Financial Data Schedule
</TABLE>

    
 
- ---------------
 
** Previously filed.
 
 + Certain portions of this Exhibit have been omitted for which confidential
   treatment has been requested and filed separately with the Securities and
   Exchange Commission.





<PAGE>   1
 
                                                                    EXHIBIT 23.3
 
                   CONSENT OF TOWNSEND AND TOWNSEND AND CREW
 
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-1) and the related Prospectus of Geron
Corporation for the registration of shares of its Common Stock.
 
                                     TOWNSEND AND TOWNSEND AND CREW
 
   
                                     /s/  TOWNSEND AND TOWNSEND AND CREW
    
 
Palo Alto, California
   
July 25, 1996
    





<PAGE>   1
 
                                                                    EXHIBIT 23.4
 
                             CONSENT OF LYON & LYON
 
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-1) and the related Prospectus of Geron
Corporation for the registration of shares of its Common Stock.
 
                                     LYON & LYON
 
   
                                     /s/ LYON & LYON
    
LOS ANGELES, CALIFORNIA
   
JULY 25, 1996