1 1 0 2 Annual Report

Geron Corporation Corporation Geron Geron Corporation Corporation Geron

Corporate Information • Corporate Information Annual 2011 Report • Annual 2011 Report Board of Directors Geron is a biopharmaceutical company devel- Board of DirectorsHoyoung Huh, m.d., ph.d. Thomas Hofstaetter, ph.d. John A. Scarlett, m.d. Chairman of the Board Former President, CEO and President and CEO Chairman Director Geron Corporation Hoyoung Huh, m.d., ph.d. Thomas Hofstaetter, ph.d. John A. Scarlett, m.d. oping first-in-class therapies for cancer. The CytomX Therapeutics, Inc. VaxInnate Corporation Chairman of the Board Former President, CEO and PresidentRobert and CEO J. Spiegel, m.d., facp Chairman Karin Eastham Director Thomas D. Kiley, Esq. Geron CorporationFormer Senior Vice President and company has two lead product candidates in CytomX Therapeutics, IndependentInc. Director VaxInnate CorporationAttorney Chief Medical Officer Robert J.Schering-Plough Spiegel, m.d., facp ph d clinical development, imetelstat and GRN1005. Karin Eastham Edward V. Fritzky Thomas D. Kiley,V. Bryan Esq. Lawlis, . . Former Senior Vice President and Former Chairman, CEO and President President, CEO and Director Independent Director Immunex Corporation Attorney Itero Biopharmaceuticals, LLC Chief Medical Officer Schering-Plough Imetelstat is a telomerase inhibitor that is Edward V. Fritzky V. Bryan Lawlis, ph.d. Former Chairman, CEO and President Independent Director being evaluated in four Phase 2 clinical trials: Immunex CorporationOfficers John A. Scarlett, m.d. Stephen N. Rosenfield, j.d. Melanie I. Nallicheri metastatic breast cancer, advanced non-small President, Chief Executive Executive Vice President, General Senior Vice President, Corporate Officer, and Director Counsel, and Corporate Secretary Development Officers cell lung cancer, essential thrombocythemia Graham K. Cooper David J. Earp, j.d., ph.d. Olivia K. Bloom, cpa John A. Scarlett, m.d.Executive Vice President, FinanceStephen & N. Rosenfield,Senior Vice jPresident,.d. Corporate Melanie ViceI. Nallicheri President, Chief Accounting and multiple myeloma. GRN1005 is a peptide- President, Chief ExecutiveBusiness Development, andExecutive Vice President,Transactions, General and Senior ViceOfficer, President, and Treasurer Corporate Chief Financial Officer Chief Legal Officer Officer and Director Counsel and Corporate Secretary Development drug conjugate that is designed to transport a Stephen M. Kelsey, m.d., f.r.c.p., Melissa A. Kelly Behrs Graham K. Cooper f.r.c.path David J. Earp, jSenior.d., ph Vice.d. President, Strategic Olivia K. Bloom Executive Vice President,Executive Finance Vice & President, HeadSenior of Vice President,Portfolio Corporate Management, and ProductVice President, Chief Accounting proven anti-cancer drug, paclitaxel, across the Business Development,Research and & Development, Transactions,and andDevelopment & Manufacturing Officer and Treasurer Chief Financial OfficerChief Medical Officer Chief Legal Officer blood-brain barrier by targeting low-density Stephen M. Kelsey, m.d., f.r.c.p., Melissa A. Kelly Behrs lipoprotein receptor-related proteins (LRPs), f.r.c.path Stockholder InformationSenior Vice President, Strategic Executive Vice President, Head of Portfolio Management and Product Company Offices Transfer Agent & Registrar Legal Counsel Research & Development and Development & Manufacturing specifically LRP-1. GRN1005 is being evaluated Geron Corporation Computershare Trust Latham & Watkins llp Chief Medical Officer 230 Constitution Drive Company, n.a. 140 Scott Drive Menlo Park, CA 94025 250 Royall Street Menlo Park, CA 94025 in two Phase 2 clinical trials: brain metastases (650) 473-7700 – tel Canton, MA 02021 Stockholder Information(650) 473-7750 – fax (800) 962-4284 – tel Investor Relations arising from breast cancer and brain metasta- [email protected] – email (303) 262-0700 – fax Anna Krassowska, ph.d. www.geron.com www.computershare.com Company Offices Transfer Agent & Registrar Legal Counsel(650) 473-7765 – tel ses arising from non-small cell lung cancer. [email protected] – email Geron Corporation Stock Listing ComputershareIndependent Trust Auditors Latham & Watkins llp 230 Constitution DriveGeron Corporation commonCompany, n.a. Ernst & Young llp 140 Scott Drive Menlo Park, CA 94025stock is traded on The Nasdaq250 Royall Global Street275 Shoreline Drive, Suite 600 Menlo Park, CA 94025 Select Market® under the ticker Redwood City, CA 94065 (650) 473-7700 – tel Canton, MA 02021 symbol GERN. (650) 473-7750 – fax (800) 962-4284 – tel Investor Relations 2 0 1 1 Annual Report [email protected] – email (303) 262-0700 – fax Anna Krassowska, ph.d. www.geron.com www.computershare.com (650) 473-7765 – tel [email protected] – email Stock Listing Independent Auditors Geron Corporation common Ernst & Young llp stock is traded on The Nasdaq Global 275 Shoreline Drive, Suite 600 Select Market® under the ticker Redwood City, CA 94065 symbol GERN. 22 00 11 11 AnnualAnnual ReportReport

229204_Geron_AR_CVR_R5.indd 1 3/30/12 2:23 PM Geron Corporation Corporation Geron Geron Corporation Corporation Geron

229204_Geron_AR_CVR_R5.indd 1 3/30/12 2:23 PM DearDear Stockholder, Stockholder,

20112011 was was a ayear year of of significant significant change change for for Geron.Geron. InIn the the fourth fourth quarter quarter of of 2011, 2011, we we initiated initiated two two clinical clinical trials trials of of GRN1005: GRN1005: one one in in patients patients with with brain brain metastases from breast cancer, and a second trial in patients with brain metastases from non-small cell For many years, Geron was known as a leader in the development of therapies derived from human metastases from breast cancer, and a second trial in patients with brain metastases from non-small cell For many years, Geron was known as a leader in the development of therapies derived from human lung cancer. Our goal for GRN1 0 0 5 in 2012 is to enroll sufficient patients into these studies to enable us embryonic stem cells. In November 2011, we made the decision to focus on the development of our novel, lung cancer. Our goal for GRN1 0 0 5 in 2012 is to enroll sufficient patients into these studies to enable us embryonic stem cells. In November 2011, we made the decision to focus on the development of our novel, toto report report top-line top-line data data by by mid-2013. mid-2013. If If we we can can confirm confirm the the results results of ofthe the PhasePhase 1 1trials trials in in ourour larger larger PhasePhase 2 2 clinical-stage oncology programs, and to divest the company’s stem cell programs. This decision was made clinical-stage oncology programs, and to divest the company’s stem cell programs. This decision was made program,program, and and identify identify relevant relevant patient patient subpopulations subpopulations in in which which activity activity is is the the highest, highest, we we believe believe after a strategic review of our cash position, as well as the costs, timelines and clinical, manufacturing and after a strategic review of our cash position, as well as the costs, timelines and clinical, manufacturing and GRN1005GRN1005 would would have have significant significant potentialpotential value value as as a atreatment treatment for for metastatic metastatic cancer. cancer. regulatoryregulatory complexities complexities associated associated with with our our research research and and clinical-stage clinical-stage programs. programs. Narrowing Narrowing our our technol technol- - I joined Geron in September last year, drawn by the novelty of the programs and the quality of the people. ogyogy and and therapeutic therapeutic focus focus should should enable enable us us to to reach reach important important near-term near-term value value inflection inflection pointspoints associated associated I joined Geron in September last year, drawn by the novelty of the programs and the quality of the people. With the decision to focus on oncology, we lost many valued stem cell colleagues, whom we thank for their withwith our our oncology oncology programs, programs, with with minimal minimal near-term near-term financing financing requirements. requirements. With the decision to focus on oncology, we lost many valued stem cell colleagues, whom we thank for their contributionscontributions and and wish wish great great professional professional success success in in the the future. future. Recently, Recently, we we recruited recruited some some key key individuals individuals Today,Today, we we have have two two first-in-class first-in-class oncologyoncology productproduct candidates candidates in in clinical clinical development:development: imetelstat, imetelstat, a a propripropri- - toto strengthen strengthen our our management management team. team. We We are are dedicated dedicated to to meeting meeting the the highest highest professional professional standards standards etaryetary telomerase telomerase inhibitor, inhibitor, and and GRN1005, GRN1005, a apeptide-drug peptide-drug conjugate conjugate that that is is designed designed to to transport transport a aproven proven forfor oncology oncology drug drug development development and and building building a ahigh high performance performance organization, organization, based based on on a aculture culture of of anti-canceranti-cancer drug, drug, paclitaxel, paclitaxel, across across the the blood-brain blood-brain barrier. barrier. We We believe believe that that each each of of these these product product candi candi- - responsibility,responsibility, accountability accountability and and transparency. transparency. If If we we accomplish accomplish this, this, I amI am confident confident that that wewe willwill advance advance datesdates may may be be capable capable of of addressing addressing unmet unmet medical medical needs needs of of patients patients with with cancer. cancer. thethe development development of of innovative innovative therapeutics therapeutics that that address address the the unmet unmet medical medical needs needs of of patients patients with with cancer cancer and also meet our overarching goal: to build substantial value for our stockholders to reward them for the Geron was founded on visionary ideas that telomere biology and the enzyme telomerase would be important and also meet our overarching goal: to build substantial value for our stockholders to reward them for the Geron was founded on visionary ideas that telomere biology and the enzyme telomerase would be important investmentinvestment they they have have made made in in Geron. Geron. inin medicine. medicine. Telomerase Telomerase confers confers the the capacity capacity for for limitless limitless cell cell proliferation, proliferation, which which is is required required for for malig malig- - nantnant tumor tumor growth. growth. As As such, such, it it is is a akey key molecular molecular target target in in oncology. oncology. However, However, since since the the unique unique structure structure InIn closing, closing, I Iwould would like like to to remember remember Dr. Dr. Alexander Alexander Barkas, Barkas, our our founding founding Chairman, Chairman, who who passed passed away away ofof telomerase telomerase did did not not render render it it an an easy easy target target for for typical typical small small molecule molecule medicines, medicines, a amore more innovative innovative unexpectedlyunexpectedly in in 2011. 2011. Alex Alex was was a avisionary visionary and and his his dedication dedication to to Geron Geron was was an an inspiration inspiration for for many many in in the the company. We mourn his loss. approachapproach was was needed. needed. This This led led Geron’s Geron’s scientists scientists to to develop develop proprietary proprietary chemistry chemistry to to create create potent potent telom telom- - company. We mourn his loss. erase inhibitors that are stable and have good bioavailability. Our lead product candidate, imetelstat, was erase inhibitors that are stable and have good bioavailability. Our lead product candidate, imetelstat, was ThankThank you you for for your your continued continued support. support. developeddeveloped in-house in-house by by Geron’s Geron’s research research group group and and has has been been shown shown to to inhibit inhibit tumor tumor growth growth in in numerous numerous preclinicalpreclinical models models of of a abroad broad range range of of human human cancers. cancers. Imetelstat Imetelstat was was also also shown shown to to inhibit inhibit telomerase telomerase and and achieveachieve target target blood blood levels levels in in Phase Phase 1 1clinical clinical studies, studies, thus thus enabling enabling Phase Phase 2 2trials. trials. Now,Now, we we are are at at the the point point of of discovering discovering whether whether inhibiting inhibiting telomerase telomerase in in cancer cancer with with imetelstat imetelstat will will have have thethe clinical clinical impact impact predicted predicted by by the the science. science. In In 2010, 2010, Geron Geron launched launched an an ambitious ambitious Phase Phase 2 2imetelstat imetelstat clini clini- - calcal program. program. We We based based our our choice choice of of indications indications and and the the design design of of the the trials trials on on key key observations observations from from the the preclinicalpreclinical and and Phase Phase 1 1studies studies of of imetelstat, imetelstat, as as well well as as certain certain implications implications of of the the drug’s drug’s mechanism mechanism of of JohnJohn A. A. Scarlett, Scarlett, M.D. M.D. actionaction as as a atelomerase telomerase inhibitor. inhibitor. We We are are evaluating evaluating the the efficacy efficacy of of imetelstatimetelstat inin twotwo randomized randomized trials: trials: oneone PresidentPresident & & Chief Chief Executive Executive Officer Officer inin patients patients with with metastatic metastatic breast breast cancer, cancer, and and one one in in patients patients with with advanced advanced non-small non-small cell cell lung lung cancer. cancer. We We areare also also conducting conducting two two smaller smaller single-arm single-arm studies studies to to evaluate evaluate imetelstat’s imetelstat’s activity activity against against cancer cancer progeni progeni- - tortor cells: cells: one one in in patients patients with with essential essential thrombocythemia, thrombocythemia, and and one one in in patients patients with with multiple multiple myeloma. myeloma. OurOur goal goal for for imetelstat imetelstat in in is is clear: clear: to to enroll enroll patients patients into into these these clinical clinical trials trials to to enable enable us us to to report report top- top- lineline data data by by the the end end of of the the year. year. If If the the data data are are positive, positive, we we will will be be in in a avery very good good business business position, position, with with ExceptExcept for for the the historical historical information information contained contained herein, herein, this this letter letter to to stockholders stockholders contains contains forward-looking forward-looking statements statements made made pursuant pursuant a substantial intellectual property portfolio around telomerase, our proprietary chemistry and imetelstat, toto the the “safe “safe harbor” harbor” provisions provisions of of the the Private Private Securities Securities Litigation Litigation Reform Reform Act Act of of 1995. 1995. Investors Investors are are cautioned cautioned that that without without limita limitation,tion, a substantial intellectual property portfolio around telomerase, our proprietary chemistry and imetelstat, the following statements in this letter to stockholders regarding Geron’s plans or expectations for or of: (a) dates in 2012 or 2013 to enroll and the only telomerase inhibitor in clinical development today. the following statements in this letter to stockholders regarding Geron’s plans or expectations for or of: (a) dates in 2012 or 2013 to enroll and the only telomerase inhibitor in clinical development today. patientspatients or or to to report report top-line top-line data data from from any any of of the the Phase Phase 2 2clinical clinical trials; trials; (b) (b) prospects prospects for for the the clinical clinical success success of of any any of of the the product product Our second oncology program, GRN1005, holds promise as a treatment for patients whose cancer has candidatescandidates and and success success of of the the business; business; and and (c) (c) having having sufficient sufficient cash cash to tofund fund the the Company Company through through near-term near-term value value inflection inflection points points Our second oncology program, GRN1005, holds promise as a treatment for patients whose cancer has associated with the oncology programs with minimal near-term financing requirements, constitute forward-looking statements. These metastasized to the brain. This is a particularly difficult area of oncology, in part because the blood-brain associated with the oncology programs with minimal near-term financing requirements, constitute forward-looking statements. These metastasized to the brain. This is a particularly difficult area of oncology, in part because the blood-brain statementsstatements involve involve risks risks and and uncertainties uncertainties that that can can cause cause actual actual results results to to differ differ materiallymaterially from from those those in in such such forward-looking forward-looking state state- - barrierbarrier prevents prevents the the effective effective deliverydelivery of of mostmost anti-cancer anti-cancer drugsdrugs to to the the brain.brain. AsAs a result,a result, there there are are currently currently ments.ments. These These risks risks and and uncertainties, uncertainties, include include withoutwithout limitation, limitation, regarding: regarding: (a) (a) dates dates to to enroll enroll patients patients or orreport report top-line top-line data – data – delays delays nono drug drug therapies therapies approved approved for for brain brain metastases, metastases, and and the the therapies therapies that that are are used used have have only only modest modest activity. activity. inin enrollment, enrollment, delays delays caused caused by by institutional institutional review review boards boards or or regulatory regulatory agencies, agencies, shortage shortage of of supply, supply, dependence dependence on on clinical clinical trial trial col col- - Radiation-based therapy is the standard of care, but it is toxic and does not generally achieve a durable laborators,laborators, insufficient insufficient number number of of progression progression events, events, and and safety safety issues; issues; (b) (b) clinical clinical success success of ofthe the product product candidates candidates and and success success of ofthe the Radiation-based therapy is the standard of care, but it is toxic and does not generally achieve a durable business – those risks and uncertainties inherent in the development of potential therapeutic products such as successful clinical trial response. business – those risks and uncertainties inherent in the development of potential therapeutic products such as successful clinical trial response. results,results, and and challenges challenges to to or or enforcement enforcement of of Geron’s Geron’s intellectual intellectual property property rights; rights; and and (c) (c) having having sufficient sufficient cash cash to tofund fund the the Company Company throughthrough near-term near-term value value inflection inflection points points associated associated withwith the the oncology oncology programs programs withwith minimalminimal near-term near-term financing financing requirements – requirements – GRN1005GRN1005 is is comprised comprised of of a aproprietary proprietary peptide, peptide, Angiopep-2, Angiopep-2, to to which which are are attached attached three three molecules molecules of of unanticipatedunanticipated expenses, expenses, such such as as those those related related to to clinical clinical trials, trials, manufacturing, manufacturing, litigation litigation and and challenges challenges to to or or enforcement enforcement of of Geron’s Geron’s paclitaxel, a proven chemotherapeutic agent. This peptide-drug conjugate was designed to use a known paclitaxel, a proven chemotherapeutic agent. This peptide-drug conjugate was designed to use a known intellectualintellectual property property rights. rights. More More detailed detailed additional additional information information and and factors factors that that could could cause cause actual actual results results to to differ differ materiallymaterially from from physiologicphysiologic transport transport mechanism, mechanism, LRP-1, LRP-1, to to deliver deliver paclitaxel paclitaxel across across the the blood-brain blood-brain barrier barrier and and into into tumors tumors thosethose in in the the forward-looking forward-looking statements statements are are contained contained in in Geron’s Geron’s periodic periodic reports reports filed filed withwith the the Securities Securities and and Exchange Exchange Commission Commission inin the the brain. brain. Phase Phase 1 1clinical clinical trial trial data data showed showed encouraging encouraging evidence evidence of of anti-cancer anti-cancer activity, activity, not not only only inside inside underunder the the heading heading “Risk “Risk Factors,” Factors,” including including the the Annual Annual Report Report on on Form Form 10-K 10-K for for the the year year ended ended December December 31, 31, 2011. 2011. Geron Geron is isproviding providing the brain, but also outside the brain in patients with advanced solid tumors with brain metastases. As a thethe information information in in this this stockholder stockholder letter letter as as of of March March 29, 29, 2012. 2012. Undue Undue reliance reliance should should not not be be placed placed on on forward-looking forward-looking statements, statements, the brain, but also outside the brain in patients with advanced solid tumors with brain metastases. As a which speak only as of the date they are made, and the facts and assumptions underlying the forward-looking statements may change. consequence, we are studying the effect of GRN1005 not only on brain metastases, but also on metastatic which speak only as of the date they are made, and the facts and assumptions underlying the forward-looking statements may change. consequence, we are studying the effect of GRN1005 not only on brain metastases, but also on metastatic ExceptExcept as as required required by by law, law, Geron Geron disclaims disclaims any any obligation obligation to to update update these these forward-looking forward-looking statements statements to to reflect reflect future future information, information, diseasedisease outside outside the the brain. brain. eventsevents or or circumstances. circumstances.

GeronGeron 2011 2011 Annual Annual Report Report GeronGeron 2011 2011 Annual Annual Report Report

229204_Geron_AR_CVR_R5.indd 2 3/30/12 2:23 PM DearDear Stockholder, Stockholder,

GeronGeron 2011 2011 Annual Annual Report Report GeronGeron 2011 2011 Annual Annual Report Report

229204_Geron_AR_CVR_R5.indd 2 3/30/12 2:23 PM Geron Corporation Corporation Geron Geron Corporation Corporation Geron

229204_Geron_AR_CVR_R5.indd 1 3/30/12 2:23 PM