exhibit 10. 1 exhibit 10. 1 confidential treatment has been requested for portions of this exhibit. the copy filed herewith omits the information subject to the confidentiality request. omissions are designated as *. a complete, unredacted version of this exhibit has been filed separately with the securities and exchange commission. confidential treatment has been requested for portions of this exhibit. the copy filed herewith omits the information subject to the confidentiality request. omissions are designated as *. a complete, unredacted version of this exhibit has been filed separately with the securities and exchange commission. execution copy research, development and commercialization license agreement by and between merck & co., inc. and geron corporation table of contents 1. definitions 2. research program ; clinical development program 2. 1 research program 2. 2 conduct of research 2. 3 joint research committee 2. 4 clinical development of non - dc products 2. 5 records and reports 2. 6 program patent rights and program know - how 2. 7 ae reporting 3. license ; option ; development and commercialization 3. 1 license grants 3. 2 research license and option for dc products 3. 3 license and option grants to geron 3. 4 no implied licenses ; retained rights 3. 5 diligence in development and commercialization 3. 6 option of geron to co - promote in the united states 3. 7 bankruptcy 4. confidentiality and publication 4. 1 nondisclosure obligation 4. 2 geron know - how 4. 3 publication 4. 4 publicity / use of names / disclosure of terms 5. payments ; royalties and reports 5. 1 license fee 5. 2 option fee 5. 3 milestone payments 5. 4 royalties for non - dc products 5. 5 reports ; payment of royalty 5. 6 audits 5. 7 payment exchange rate 5. 8 income tax withholding 6. representations and warranties ; covenants 6. 1 representations and warranties 6. 2 representation and covenant by geron related to colorado agreement 6. 3 limitation of liability. 7. indemnification ; insurance 7. 1 indemnification by geron 7. 2 indemnification by merck 7. 3 notification of claims ; conditions to indemnification obligations 7. 4 insurance 8. patent provisions 8. 1 geron patent rights 8. 2 licensed program patent rights 8. 3 patent term restoration 9. term and termination 9. 1 term and expiration