PURCHASE AGREEMENT



        This PURCHASE AGREEMENT (the "Agreement") is made as of March 5, 2002

(the "Effective Date"), by and between Geron Corporation, a Delaware corporation

("Buyer") and Lynx Therapeutics, Inc., a Delaware corporation ("Seller").



                                    RECITALS



        A.     Seller owns certain proprietary technology relating to

oligonucleotide N3'-}P5' phosphoramidates, their manufacture, and their uses in

a variety of fields ("Amidate Technology").



        B.     Buyer desires to acquire from Seller, and Seller desires to

transfer to Buyer on the terms and conditions set forth herein, Seller's right,

title and interest to certain patents and patent applications owned by Seller

and incorporating the Amidate Technology.



                                    AGREEMENT



        NOW, THEREFORE, in consideration of the foregoing recitals and the

mutual covenants, representations, warranties, conditions, and agreement

hereinafter expressed, the parties hereby agree as follows:



                                    ARTICLE I

                                   DEFINITIONS



        1.1    "Affiliate" means any person, corporation, partnership, limited

liability company, limited liability partnership, joint venture, association,

company, or other legal entity that directly, or indirectly through one or more

intermediaries, controls, is controlled by, or is under common control with, the

referenced party. In this definition, "control" means the possession, direct or

indirect, of the power to direct or cause the direction of the management and

policies of a party, whether through ownership of securities, by contract, or

otherwise.



        1.2    "Amidate Product" means any product which contains, incorporates,

is based upon, is derived in whole or in part from, or is made with the use of,

any one or more of the Lynx Patents.



        1.3    "Lynx Patents" means the patents and patent applications listed

on Exhibit B hereto; and with respect to U.S. patents and applications; any

division, continuation, continuation-in-part, substitute, renewal, reissue,

extension, confirmation, reexamination, registration, patent term extension or

supplemental protection certificate thereof; all foreign equivalents of any of

the foregoing patents and applications; and all patents issuing on any of the

foregoing applications.



        1.4    "Northwestern Patents" means the patents and patent applications

listed on Exhibit C hereto; and with respect to U.S. patents and applications;

any division, continuation, continuation-in-part, substitute, renewal, reissue,

extension, confirmation, reexamination,





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registration, patent term extension or supplemental protection certificate

thereof; all foreign equivalents of any of the foregoing patents and

applications; and all patents issuing on any of the foregoing applications.



        1.5    "Northwestern License" means the license agreement dated October

27, 1993 between the Seller and Northwestern University ("Northwestern"), which

is attached hereto as Exhibit D, pursuant to which Northwestern licensed to the

Seller certain rights to the Northwestern Patents.



        1.6    "Patent Assignment" means the form of instrument attached hereto

as Exhibit A.



        1.7    "Sublicenses" means, collectively, (i) the license agreement

dated as of June 15, 1998 between the Seller and Cruachem, Inc., which is

attached hereto as Exhibit E, and (ii) the license agreement dated as of January

29, 1999 between the Seller and JBL Scientific, Inc., which is attached hereto

as Exhibit F, pursuant to each of which Seller has sublicensed certain rights

under the Lynx Patents and the Northwestern Patents.



                                   ARTICLE II

                                PURCHASE AND SALE



        2.1    Lynx Patents. Seller hereby sells, assigns, conveys, and

transfers to Buyer, all right, title and interest of the Seller in and to the

Lynx Patents. For the avoidance of doubt, the agreement to assign, convey and

transfer in the preceding sentence (i) is subject to the rights granted to the

sublicensees under the Sublicenses, and (ii) does not include any assignment,

conveyance, transfer of, or any other interest in, any rights in or to the

Northwestern Patents.



        2.2    Northwestern Patents and License. Seller hereby, assigns,

conveys, and transfers to Buyer, all right, title and interest of the Seller in

and to the Northwestern Patents and the Northwestern License. For the avoidance

of doubt, the agreement to assign, convey and transfer in the preceding sentence

(i) is subject to the terms and conditions of the Northwestern License,

including Section 9.1 of the Northwestern License; (ii) is subject to the rights

granted to the sublicensees under the Sublicenses, and (iii) does not include

any assignment, conveyance, transfer of, or any other interest in, any rights in

or to the Lynx Patents. Seller will promptly seek and diligently pursue

Northwestern's unconditional consent to this assignment, will keep Buyer

regularly informed of its progress in obtaining such consent, and will use its

best efforts to obtain such consent by no later than [*]. If Northwestern does

not consent unconditionally to the assignment by [*], Buyer may, at any time

thereafter by written notice to Seller, obtain from Seller, in lieu of the

assignment of the Northwestern Patents and the Northwestern License, an

exclusive sublicense under the Northwestern License, subject to its terms and

conditions and subject to the Sublicenses, on the terms and conditions specified

in Exhibit G attached hereto. The parties acknowledge that Seller has not been

able to provide Buyer with all relevant documents with respect to the

Northwestern Patents, and as a result Buyer has not been able to perform

complete due diligence with respect to the Northwestern Patents. Within [*] days

of the Effective Date, Seller will provide to Buyer complete file histories of

the Northwestern Patents, and Buyer will have [*] days thereafter to perform

such due diligence. If Buyer concludes as a result of such due diligence that

the value of the Northwestern Patents is substantially different than Buyer

believed, Buyer will so notify Seller within [*] days after Seller provides such

complete file histories, and Seller and Buyer will negotiate in good faith

concerning an appropriate adjustment of the terms of this Agreement, provided

that the purchase price





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payable under Section 2.5 will not be changed.



        2.3    Sublicenses. Seller hereby, assigns, conveys, and transfers to

Buyer, all right title and interest of the Seller in and to the Sublicenses,

subject to their terms.



        2.4    Deliveries of Seller. Simultaneously with execution of this

Agreement, Seller shall execute and deliver the Patent Assignment to Buyer.

Within five (5) days after the Effective Date, Seller will deliver to Buyer

originals or complete and accurate copies of all documents in Seller's

possession, custody, or control relating to the Lynx Patents or the Northwestern

Patents. If Seller has documents that, in Seller's reasonable judgment, would be

necessary or useful in defending any of the Lynx Patents or the Northwestern

Patents against claims of invalidity, Seller will deliver such documents to

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