CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS ARE MARKED WITH [*****] AND HAVE BEEN FILED SEPARATELY WITH THE SEC. ASSET PURCHASE AGREEMENT

Exhibit 10.1

CONFIDENTIAL TREATMENT REQUESTED.  OMITTED PORTIONS ARE MARKED WITH [*****] AND HAVE BEEN FILED SEPARATELY WITH THE SEC.

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of March 14, 2011, between OncoSec Medical Incorporated, a Nevada corporation, with the principal place of business at 8th Floor - 000 Xxxxxxxx Xxxxxx, Xxxx XX 00000 (the “Purchaser”), and Inovio Pharmaceuticals, Inc. (the “Company”), a Delaware corporation, with the principal place of business at 0000 Xxxxxx Xxxxxxx West, Xxxx 00, Xxxxx 000, Xxxx Xxxx, Xxxxxxxxxxxx 00000.

BACKGROUND

The Purchaser wishes to purchase from the Company, and the Company wishes to sell to the Purchaser, the Purchased Assets, subject to the Assumed Liabilities (as both terms are defined below), upon the terms and subject to the conditions set forth herein. Certain capitalized terms used herein and not defined at first instance shall have the respective meanings given to them in Article 13 hereof.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

ARTICLE 1

PURCHASE AND SALE

1.1 Purchased and Licensed Assets. At the Closing, the Company shall sell, transfer, convey and deliver to the Purchaser, free and clear of any and all Encumbrances other than the Permitted Encumbrances, all of the Company’s right, title and interest in and to all of the assets and properties related to the SECTA Technology and related assets, including the licensed intellectual property (the “Purchased Assets”).  The term “SECTA” means electroporation facilitated delivery of chemotherapeutic agents, or cytokines (as active agents), into tumors (or tumor margins) for the treatment and diagnosis of tumors.  “SECTA Technology” is used herein to refer to all SECTA related technologies, inventions, arts, processes, business methods, developments, patent rights, know-how, registrations, applications for registration, data, information (financial or otherwise), products, devices, documentation, engineering and quality documentation, moulds, machinery, diagrams and inventory and other intellectual, industrial, tangible or intangible property relating primarily to the Field of Use, whether or not patented or the subject of a patent application, including all trademarks, brands, trade secrets and know-how.  The “Field” or “Field of Use” is used herein interchangeably to refer to the use of electroporation to deliver chemotherapeutic agents and/or nucleic acids encoding cytokines for use as active agent only, into tumors and/or surrounding tissue (or tumor margin tissue) in humans for the treatment and diagnosis of benign and malignant tumors, and shall, among others, specifically exclude delivery by electroporation of any other gene or nucleic acid molecule. The Purchased Assets include, without limitation:

(a) all equipment, machinery, inventory and other tangible assets of the Company listed on Schedule A hereto; however, additionally, Company agrees to share with Purchaser the use of the following molds on mutually agreeable time and place, with any out of pocket costs being equally shared: Handle - Rough Left & Right family and Handle - 2nd shot family.

(b) Copies of all engineering and quality documentation of the Company listed on Schedule B hereto, provided the Company and Purchaser equally share related copying costs;

CONFIDENTIAL TREATMENT REQUESTED.  OMITTED PORTIONS ARE MARKED WITH [*****] AND HAVE BEEN FILED SEPARATELY WITH THE SEC.

(c) the Contracts set forth on Schedule C hereto (the “Assigned Contracts”); and

(d) all of the Company’s patents, including patent applications, and trade-marks, and all goodwill associated therewith, as set forth on Schedule D and Schedule E hereto, (the “Assigned IP”).

The Schedules attached hereto are the complete schedules known to the parties, and will be updated at the Closing.  Furthermore, the parties agree that any inadvertent entries or omissions from the attached Schedules shall be addressed through replacing any affected Schedules with replacement Schedules, which shall be signed by an authorized officer of both Company and Purchaser.

1.2 License Back. In partial consideration for the license to be granted pursuant to Section 1.3 below, the Purchaser shall grant the Company a fully paid-up, exclusive, worldwide license to the SECTA Technology-related Patents as set forth in Schedules D and E for application in the field of gene and/or nucleic acids (excluding those encoding cytokines) delivered by electroporation (the “Inovio Field”), such license to be in substantially the form of Schedule F hereto.

1.3 Additional License. In partial consideration for the license to be granted pursuant to Section 1.2 above, the Company shall grant the Purchaser a non-exclusive, worldwide license, including the right to sub-license without any further approval from the Company, in the Field for the non-SECTA Technology-related Patents of the Company as set forth in Schedule G and Schedule H such license to be in substantially the form of Schedule F hereto (the “Cross License”), provided that the Purchaser agrees to the following license terms:

(a) no upfront fees[*****];

(b) [*****] royalty on net sales of (i) products or services that are made or designed from or with the aid of; or (ii) uses of; the SECTA Technology, provided that such products, services, or uses are within the scope of the claims of the non-SECTA Technology Patents;

(c) the Purchaser shall pay and/or reimburse the Company for any amounts the Company owes to [*****] as a licensor, that is a direct result of this non-exclusive license to the Purchaser; and

(d) the Purchaser shall pay to Company [*****] of any fee or payment in cash or equity that Purchaser receives in return for a sublicense to a third party of the Non-Secta License, but excludes any amounts received by Purchaser as a form of investment or financing.

1.4 Assumption of Liabilities. It is hereby agreed that the Purchaser assumes no Liabilities of the Company that arose prior to the Closing (as hereinafter defined) including, but not limited to, any and all Liabilities arising out of or relating to the SECTA Technology of the Company (the “Products”) including, without limitation, claims under warranties and other product liability matters with respect thereto except that the Purchaser will assume (the “Assumed Liabilities”) any and all Liabilities under the Assigned Contracts and the Assigned IP which arise after the Closing including financial obligations for the prosecution and maintenance of all Patents within the Assigned IP, per Schedule D and E and any of the fees set out in Section 1.3, above.

ARTICLE 2

PURCHASE PRICE

2.1 Purchase Price.

(a) The consideration payable to the Company for the purchase of the Purchased Assets (the “Purchase Price”) shall be:

(i) Cash in an amount equal to $3,000,000 according to the following schedule:

Amount			Time Period
$	250,000		Closing Date (Closing Date payment referred to as “Closing Payment”)
$	750,000		earlier of:
			i) the Purchaser obtaining cumulative financing greater than $5,000,000, or
			ii) 6 months from Closing Date
$	500,000		first anniversary of the Closing Date
$	500,000		eighteen (18) months from the Closing Date
$	1,000,000		second anniversary of the Closing Date

(ii) The assumption by the Purchaser of the Assumed Liabilities at the Closing as set forth in Section 1.4 above at the time of Closing.

2.2 Allocation of the Purchase Price. On or prior to the Closing, the Purchaser and the Company shall agree upon an allocation of the Purchase Price, which shall be allocated among the Purchased Assets in accordance with the requirements of such Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”).  If the parties are unable to agree on an allocation, the parties agree to designate Ernst & Young Chartered Accountants (“E&Y”) as arbitrator of such allocation and E&Y’s decision shall be binding on the parties.  The expense and fees of the arbitrator shall be split equally between the Purchaser and the Company. The Purchaser and the Company shall each report the federal, state and local income and other tax consequences of the transactions contemplated by this Agreement in a manner consistent with such allocation, including the preparation and filing of Form 8594 with their respective federal income tax returns for the taxable year that includes the Closing Date, and neither the Purchaser nor the Company shall take any position or other action inconsistent with such allocation unless otherwise required by Section 1313(a) of the Code. In the event that the agreed upon allocation is disputed by any Governmental Authority, the party receiving notice of such dispute shall promptly notify and consult with the other parties hereto concerning resolution of such dispute, and shall keep such other parties apprised of the status of such dispute and the resolution thereof.

ARTICLE 3

CLOSING; DELIVERIES

3.1 Closing. The consummation of the purchase and sale of the Purchased Assets and the assignment and assumption of the Assumed Liabilities (the “Closing”) shall take place at the offices of the Company located at Xxxxxxxx 00, Xxxxx 000, 0000 Xxxxxx Xxxx Xxxx, Xxxx Xxxx, XX 00000 after the satisfaction or waiver of the conditions (excluding conditions that, by their terms, cannot be satisfied until the Closing Date) set forth in Article 8 and Article 9 hereof (the “Closing Date”), unless another time or date is agreed to by the parties hereto. The Closing shall be held at a mutually agreeable place and time.

3.2 Deliveries by the Purchaser. At the Closing, the Purchaser shall deliver or cause to be delivered the following to the Company:

(a) The Closing Payment, by wire transfer or bank draft of immediately available funds to an account designated by the Company at each installment time as stated in Section 2.1 (a);

(b) The Purchaser Closing Certificate (as defined in Section 9.3 hereof) and the Ancillary Agreements required to be executed by the Purchaser pursuant to Article 9 hereof, executed by the Purchaser; and

(c) Such other Contracts, certificates and documents as shall be contemplated hereby or as shall be reasonably requested by the Company.

3.3 Deliveries by the Company. At the Closing, the Company shall deliver or cause to be delivered the following to the Purchaser:

(a) The Company Closing Certificate (as defined in Section 8.3 hereof) and the Ancillary Agreements required to be executed by the Company pursuant to Article 8 hereof, executed by the Company;

(b) Any and all documents as may be reasonably requested by the Purchaser evidencing transfer of title including, but not limited to, documentation reflecting the transfer of the Purchased Assets as set forth in this Agreement and the execution of documentation to effect the transactions contemplated by this Agreement as evidenced by this Agreement and the Schedules hereto; and

(c) Such other Contracts, consents, certificates and documents as shall be contemplated hereby or as shall be reasonably requested by the Purchaser.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to the Purchaser as follows:

4.1 Authority; Enforceability. The execution, delivery and performance by the Company of this Agreement and each Ancillary Agreement to which it is a party, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary action on the part of the Company, including the Company’s Board of Directors. This Agreement has

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been, and each Ancillary Agreement to which the Company is a party will be, duly and validly executed and delivered by the Company and constitutes, and will constitute, the valid and binding obligation of the Company, enforceable against it in accordance with its respective terms. The Company has the requisite power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby.

4.2 Organization. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all requisite power and authority to carry on its business and to own, lease and/or use its assets and properties.

4.3 Consents; Non-Contravention.

(a) Except as stated herein, no other consent, approval, authorization, exemption or waiver of, or notice or filing with, any Person is required to be obtained, given or made, as applicable, by the Company in connection with the execution, delivery and performance by the Company of this Agreement or any Ancillary Agreement to which it is a party, or to consummate the transactions contemplated hereby and thereby.

(b) Except as set forth in this Section 4.3, the execution, delivery and performance by the Company of this Agreement and each Ancillary Agreement to which it is a party or by which it is bound and the consummation of the transactions contemplated hereby and thereby does not and will not, with or without the giving of notice or the lapse of time or both, (i) contravene, conflict with or violate any Legal Requirement to which the Company is subject; (ii) contravene, conflict with or violate any Order applicable to the Company; (iii) contravene, conflict with or violate any provision of the Governing Documents of the Company or (iv) contravene, conflict with, violate, result in a breach of, constitute a default under, result in or permit the termination or amendment of any provision of, or result in or permit the acceleration of the maturity or cancellation of performance of any obligation under, any Contract to which the Company is a party, other than any of the foregoing events that would not reasonably be expected to adversely affect (A) the validity or enforceability of this Agreement or any Ancillary Agreement or (B) the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements.

4.4 Title to Assets. The Company has good and valid title to all of the Purchased Assets, including the right to license, free and clear of any and all Encumbrances, except for the Permitted Encumbrances.

4.5 Litigation. There is no outstanding Order or Proceeding pending or, to the best knowledge of the Company, threatened, against or affecting the Purchased Assets.

4.6 Brokers. The Company has not retained any broker, finder or investment banking firm or any other Person to act on its behalf in connection with the transactions contemplated by this Agreement and, to the Company’s knowledge, no other Person is entitled to receive any brokerage commission, finder’s fee or other similar compensation in connection with the transactions contemplated by this Agreement and the Ancillary Agreements.

4.7 Intellectual Property. To the best of the knowledge of the Company there are no actions, or threats made in writing of such action, against Company for the infringement of intellectual property rights, including patents, of any third party related to the Purchased Assets.

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ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser hereby represents and warrants to the Company as follows:

5.1 Authority; Enforceability. The execution, delivery and performance by the Purchaser of this Agreement and each Ancillary Agreement to which it is a party, and the consummation by the Purchaser of the transactions contemplated hereby and thereby, have been duly authorized by all necessary action on the part of the Purchaser. This Agreement has been, and each Ancillary Agreement to which the Purchaser is a party will be, duly and validly executed and delivered by the Purchaser and constitutes, and will constitute, the valid and binding obligation of the Purchaser, enforceable against it in accordance with its respective terms.  The Purchaser has the requisite power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby.

5.2 Organization. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, and has all requisite power and authority to carry on its business and to own, lease and/or use its assets and properties.

5.3 Consents; Non-Contravention.

(a) Except as stated herein, no other consent, approval, authorization, exemption or waiver of, or notice or filing with, any Person is required to be obtained, given or made, as applicable, by the Purchaser in connection with the execution, delivery and performance by the Purchaser of this Agreement or any Ancillary Agreement to which it is a party, or to consummate the transactions contemplated hereby and thereby.

(b) Except as set forth in this Section 5.3, the execution, delivery and performance by the Purchaser of this Agreement and each Ancillary Agreement to which it is a party or by which it is bound and the consummation of the transactions contemplated hereby and thereby does not and will not, with or without the giving of notice or the lapse of time or both, (i) contravene, conflict with or violate any Legal Requirement to which the Purchaser is subject; (ii) contravene, conflict with or violate any Order applicable to the Purchaser; (iii) contravene, conflict with or violate any provision of the Governing Documents of the Purchaser or (iv) contravene, conflict with, violate, result in a breach of, constitute a default under, result in or permit the termination or amendment of any provision of, or result in or permit the acceleration of the maturity or cancellation of performance of any obligation under, any Contract to which the Purchaser is a party, other than any of the foregoing events that would not reasonably be expected to adversely affect (A) the validity or enforceability of this Agreement or any Ancillary Agreement or (B) the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements.

5.4 Brokers. The Purchaser has not retained any broker, finder or investment banking firm to act on its behalf in connection with the transactions contemplated by this Agreement and, to the Purchaser’s knowledge, no other Person is entitled to receive any brokerage commission, finder’s fee or other similar compensation in connection with the transactions contemplated by this Agreement.

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5.5 Litigation. There is no outstanding Order or Proceeding pending or, to the knowledge of the Purchaser, threatened, against or affecting the Purchaser.

5.6 Disclaimer of Warranties. The Purchaser acknowledges that, except as expressly set forth in Article 4 of this Agreement, the Company has not made any representations or warranties, express or implied, regarding the Company, the Purchased Assets or the Assumed Liabilities. The Purchaser further acknowledges that all warranties with regard to merchantability, fitness for a particular purpose, condition or design or arising by statute or otherwise in law are expressly excluded and that, except as otherwise set forth in Article 4 hereof, the Purchaser is accepting the Purchased Assets and the Assumed Liabilities on an “as-is where-is, with all faults” basis.

ARTICLE 6

COVENANTS OF THE COMPANY

6.1 Further Assurances. At any time or from time to time after the Closing, the Company shall, at the sole cost and expense of the Purchaser, execute and deliver any further instruments or documents and take all such further action as the Purchaser shall reasonably request to evidence the consummation of the transactions contemplated hereby.

6.2 Confidentiality of Agreement. The Company may disclose to any Person, the terms or existence of this Agreement, the Ancillary Agreements and the transactions contemplated hereby or thereby; however, the Company shall provide the Purchaser with prompt written notice of pending disclosure, so that the Purchaser may comment on the form of disclosure provided that if the Purchaser does not respond in a manner which would permit the Company to meet any statutory obligation to disclose the Purchaser understands that the Company can make such disclosure without receiving the Purchaser’s comments on the form of disclosure.

6.3 Books and Records. From the Closing Date until the second anniversary thereof, the Company shall provide the Purchaser with access to the business records, contracts and other information of the Company existing at the Closing Date and relating to the Purchased Assets and the Assumed Liabilities as is reasonably necessary for (a) the preparation for or the prosecution or defense of any Proceeding or investigation; (b) the preparation and filing of any tax return or election relating the Purchased Assets or the Assumed Liabilities and any audit by any taxing authority of any returns of the Purchaser relating thereto; and (c) the preparation and filing of any other documents required by any Governmental Authority to be prepared and filed by or on behalf of the Purchaser. The Purchaser shall reimburse the Company for all reasonable out-of-pocket costs and expenses incurred by the Company in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 6.3 shall be during normal business hours and upon reasonable notice and shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained therein.

6.4 Access. Prior to the Closing, the Company shall provide the Purchaser and advisors and other representatives reasonable access during regular business hours and upon reasonable notice to the Company’s properties, books and records and shall provide to the Purchaser such financial and operating data and other information concerning the Purchased Assets and Assumed Liabilities as the Purchaser shall from time to time reasonably request.

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6.5 Cooperation. Company agrees to fully cooperate with the Purchaser to support and not diminish in any way the SECTA Technology with respect to the conduct of current or future clinical studies, regulatory filings and reporting, press releases, presentations, patent prosecution, license agreements, CE certification, and other such documentation or legal papers, through the term of the Asset Purchase Agreement. Company will cooperate in all reasonable respects with the Purchaser or its successor in interest in the preparation of financial information required by the rules and regulations of Securities and Exchange Commission in connection with a potential filing of a registration statement pursuant to the Securities Act of 1933 of the United States, as amended, the Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, including, without limitation, providing financial and other information, records and documents relating to the SECTA Technology, providing access to Inovio’s personnel, advisors and accountants as may be necessary to prepare such required financial information, and generally cooperating with the Purchaser’s reasonable requests in order to facilitate such preparation. Inovio shall maintain all relevant documentation and materials associated with the design, implementation and production of products included in the Assets (e.g., applicators and generators) for technology transfer to the Purchaser upon the Closing Date.

6.6 Maintenance and Transfer of Inventory.  Company agrees to maintain the current inventory of oncology six needle applicators and MedPulser generators and clinical and regulatory data until transfer within thirty (30) days of the Closing Date, or other agreed upon transfer schedule. Company or its designee agrees to transfer all product inventory, files, drawings, exhibits, approvals and attachments related to the SECTA Technology, and related devices, in existence as of the Closing Date.  Furthermore, Company agrees to permit the Purchaser reasonable access to Company documentation and personnel to advance the SECTA Technology at no charge for up to a period of six (6) months after the Closing Date, provided such access consists of no more than nominal time and resources of Company.  Technical assistance beyond this period is to be mutually agreed upon including service fees paid to Company, but such fees shall be no higher than Company’s customary service rates.

6.7 Covenant Not to Xxx for Patent Infringement.  Company agrees and covenants not to xxx the Purchaser for patent infringement for the Purchaser’s practice in the Field based on patents owned or controlled (having rights to xxx) by Company and not a part of Schedules D, E, G and H herein provided the Purchaser has not breached any of its obligations under this Agreement. However, in return, the Purchaser agrees not to challenge the validity, ownership, inventorship, or other related right associated with a Company owned or licensed patent.

ARTICLE 7

COVENANTS OF THE PURCHASER

7.1 Further Assurances. At any time or from time to time after the Closing, the Purchaser shall, at the sole cost and expense of the Company, execute and deliver any further instruments or documents and take all such further action as the Company shall reasonably request to evidence the consummation of the transactions contemplated hereby.

7.2 Confidentiality of Agreement. The Purchaser may disclose to any Person, the terms or existence of this Agreement, the Ancillary Agreements and the transactions contemplated hereby or thereby;  however the Purchaser shall provide the Company with prompt written notice of pending disclosure, so that the Company may comment on the form of disclosure provided that if the Company does not respond in a manner which would permit the Purchaser to meet any statutory obligation to disclose then the Company understands that the Purchaser can make such disclosure without receiving the Company’s comments on the form of disclosure.

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7.3 Books and Records. The Purchaser shall provide the Company with access to the business records, contracts and other information of the Purchaser existing at the Closing Date and relating to the Purchased Assets and the Assumed Liabilities as is reasonably necessary for (a) the preparation for or the prosecution or defense of any Proceeding or investigation; (b) the preparation and filing of any tax return or election relating the Purchased Assets or the Assumed Liabilities and any audit by any taxing authority of any returns of the Company relating thereto and (c) the preparation and filing of any other documents required by any Governmental Authority to be prepared and filed by or on behalf of the Company. The Company shall reimburse the Purchaser for all reasonable out-of-pocket costs and expenses incurred by the Purchaser in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 7.3 shall be during normal business hours and upon reasonable notice and shall be subject to such reasonable limitations as the Purchaser may impose to preserve the confidentiality of information contained therein.

7.4 Purchase Price. Except with respect to the Closing Payment (the payment of which is addressed in Section 3.2(a), the Purchaser shall make all payments of the Purchase Price, by wire transfer of immediately available funds to an account designated by the Company from time to time, as and when the same shall become due, as specified in Section 2.1(a) hereof.

7.5 Covenant Not to Xxx for Patent Infringement.  The Purchaser agrees and covenants not to xxx Company for patent infringement for Company’s practice in the Inovio Field based on patents owned or controlled (having rights to xxx) by the Purchaser and not a part of Schedules D, E, G and H herein provided the Company has not breached any of its obligations under this Agreement. However, in return, Company agrees not to challenge the validity, ownership, inventorship, or other related right associated with a Purchaser owned or licensed patent.

ARTICLE 8

CONDITIONS TO THE PURCHASER’S OBLIGATIONS

The obligations of the Purchaser to consummate the transactions contemplated hereby at the Closing shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions:

8.1 Representations and Warranties True and Correct. All of the representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (i) on and as of the date of this Agreement and (ii) on and as of the Closing Date, as if made on and as of the Closing Date, except in both cases for representations and warranties that contain material adverse effect or other materiality qualifications, which shall be true and correct in all respects.

8.2 Covenants and Agreements Performed. The Company shall have performed or complied with, in all material respects, all covenants and obligations required by this Agreement to be performed or complied with by it prior to or on the Closing Date.

8.3 Company Closing Certificate. The Purchaser shall have been furnished with a certificate executed by the Company (the “Company Closing Certificate”), dated the Closing Date, certifying that the conditions set forth in Sections 8.1 and 8.2 with respect to the Company have been fulfilled at or prior to the Closing Date.

8.4 No Prohibition. No Legal Requirement or Order shall be in effect, or Proceeding pending or threatened, that restrains or prevents, or would restrain or prevent, the Purchaser from consummating the transactions contemplated hereby or would adversely affect the conduct of the Business substantially in the manner that the Business was being conducted immediately prior to the Closing.

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8.5 Assignment. The Company shall have executed an Assignment and Assumption Agreement substantially in the form of Schedule J hereto (the “Assignment”).

8.6 Intellectual Property Assignments. The Company shall have executed the Intellectual Property Assignment substantially in the form of Schedule J hereto (the “IP Assignment”).

ARTICLE 9

CONDITIONS TO THE COMPANY’S OBLIGATIONS

The obligations of the Company to consummate the transactions contemplated hereby at the Closing shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions:

9.1 Representations and Warranties True and Correct. All of the representations and warranties of the Purchaser contained in this Agreement shall be true and correct in all material respects (i) on and as of the date of this Agreement and (ii) on and as of the Closing Date, as if made on and as of the Closing Date, except in both cases for representations and warranties that contain material adverse effect or other materiality qualifications, which shall be true and correct in all respects.

9.2 Covenants and Agreements Performed. The Purchaser shall have performed or complied with, in all material respects, all covenants and agreements required by this Agreement to be performed or complied with by the Purchaser prior to or on the Closing Date.

9.3 Purchaser Closing Certificate. The Company shall have been furnished with a certificate executed by an officer of the Purchaser (the “Purchaser Closing Certificate”), dated the Closing Date, certifying that the conditions set forth in Sections 9.1 and 9.2 have been fulfilled at or prior to the Closing Date.

9.4 No Prohibition. No Legal Requirement or Order shall be in effect that restrains or prevents, or would restrain or prevent, the Company from consummating the transactions contemplated hereby.

9.5 Payment of Closing Payment. The Purchaser shall have delivered the Closing Payment to the Company in the manner set forth in Section 3.2(a).

9.6 Assignment. The Purchaser shall have executed the Assignment.

ARTICLE 10

TERMINATION PRIOR TO CLOSING; REORGANIZATION

10.1 Termination. This Agreement may be terminated at any time prior to the Closing:

(a) By the written consent of the Purchaser and the Company;

(b) By either the Purchaser or the Company, by giving written notice to the other, if the Closing has not occurred within six months from the date of execution of this Agreement; or

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(c) By either the Purchaser or the Company, by giving written notice to the other, if there has been a material breach of any provision of this Agreement by (i) the Company, in the case of notice from the Purchaser or (ii) the Purchaser, in the case of notice from the Company, provided, however, that the Person receiving such notice shall have the opportunity to cure any such breach within ten (10)  Business Days after the date the notice is provided before any such termination shall be effective.

10.2 Effect on Obligations. Termination of this Agreement pursuant to Section 10.1 hereof shall terminate all obligations of the parties hereunder, except for their obligations under Article 11 and Article 12 hereof and Sections 6.2 and 7.2 hereof.

ARTICLE 11

SURVIVAL; INDEMNIFICATION, CONFIDENTIALITY AND OFFSET

11.1 Survival. The covenants, agreements, representations and warranties contained herein shall survive the Closing until the expiration of the statute of limitations applicable thereto.

11.2 Indemnification.

(a) The Company shall indemnify and defend the Purchaser and each of its directors, officers, employees, agents and other Affiliates and their respective successors and assigns (together, the “Purchaser Indemnitees”), and shall hold each of them harmless from and against, all Losses that are incurred or suffered by any of them in connection with, arising out of or resulting from:

(i) Any misrepresentation or breach of any warranty made by the Company in this Agreement or any Ancillary Agreement;

(ii) Any breach of any covenant or obligation of the Company in this Agreement or any Ancillary Agreement; and

(iii) Claims by third parties respecting the Purchased Assets and the Assumed Liabilities which arise from acts or omissions occurring prior to the Closing.

(b) The Purchaser shall indemnify the Company and each of its directors, officers, employees, agents and other Affiliates, as applicable (together, the “Company Indemnitees”), and shall hold each of them harmless from and against, all Losses that are incurred or suffered by any of them in connection with, arising out of or resulting from:

(i) Any misrepresentation or breach of any warranty made by the Purchaser in this Agreement or any Ancillary Agreement;

(ii) Any breach of any covenant or obligation of the Purchaser in this Agreement or any Ancillary Agreement; and

(iii) Claims by third parties respecting the Purchased Assets and the Assumed Liabilities which arise from acts or omissions occurring after the Closing.

11

11.3 Notice of Indemnity Claims. If any Purchaser Indemnitee or Company Indemnitee entitled to or seeking indemnification hereunder (an “Indemnified Party”) (i) determines that any event, occurrence, fact, condition or Claim gives rise, or could reasonably be expected to give rise to, Losses for which such Indemnified Party is or may be entitled to, or may seek, indemnification under this Agreement; (ii) otherwise identifies an event, occurrence, fact, condition or Claim giving rise, or that could reasonably be expected to give rise, to a right of indemnification hereunder in favor of such Indemnified Party or (iii)with respect to any Third Party Claim, becomes aware of the assertion of any Claim or of the commencement of any Proceeding at law or in equity (any of the foregoing, an “Indemnity Claim”), such Indemnified Party shall promptly notify the party obligated to provide indemnification or from whom indemnification is being or will be sought (the “Indemnifying Party”) in writing of such Indemnity Claim (a “Claim Notice”), describing in reasonable detail the facts giving rise to the claim for indemnification under this Agreement and shall include in such Claim Notice the amount or the method of computation of the amount of such Indemnity Claim (if then known) and a reference to the provision of this Agreement upon which such Indemnity Claim is based; provided, however, that the failure of any Indemnified Party to give timely notice thereof shall not affect any of the Indemnified Party’s rights to indemnification hereunder nor relieve the Indemnifying Party from any of the Indemnified Party’s indemnification obligations hereunder, except to the extent the Indemnifying Party is actually prejudiced by such failure in the Indemnified Party’s defense of the Indemnity Claim. Any Claim Notice not relating to a Third Party Claim shall specify the nature of the Losses and the estimated amount thereof.

11.4 Third-Party Claims. Any obligation to provide indemnification hereunder with respect to any Proceeding by or against any Person other than any party hereto, including any Governmental Authority (a “Third Party Claim”), shall be subject to the following terms and conditions:

(a) Upon receipt of a Claim Notice in respect of any Third Party Claim, the Indemnifying Party shall be entitled, at its option and its sole cost and expense and upon written notice (the “Defense Notice”) to the Indemnified Party within 30 days of its receipt of such Claim Notice, to assume and control the defense, compromise, settlement and investigation of such Third Party Claim, and to employ and engage counsel reasonably acceptable to the Indemnified Party; provided, however, that the Indemnified Party may, at its option, participate in such defense, compromise, settlement and investigation at its sole cost and expense; provided, further, however, that if there exists a material conflict of interest between the Indemnified Party, on the one hand, and the Indemnifying Party, on the other hand, or if the Indemnified Party has been advised by counsel that there may be one or more defenses available to it that are different from or additional to those available to the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel at the cost and expense of the Indemnifying Party.

(b) If the Indemnifying Party fails to undertake the defense and investigation of any such Third Party Claim as provided in Section 11.4(a), the Indemnified Party against which such Indemnity Claim has been asserted shall have the right to undertake the defense, compromise, settlement and investigation of such Indemnity Claim on behalf of, and at the reasonable cost and expense of and for the account and risk of, the Indemnifying Party.

11.5 Settlement of Indemnity Claims. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party settle or compromise any Indemnity Claim or consent to the entry of any final Judgment that does not include as an unconditional term thereof the delivery by the claimant or plaintiff of a written release or releases from all Liability in respect of such Indemnity Claim of all Indemnified Parties affected by such Indemnity Claim and the sale relief for which are monetary damages that are paid in full by the Indemnifying Party.

12

11.6 Exclusive Remedy. The indemnification provisions of this Article 11 shall be the sole and exclusive remedy of each party hereto for any breach of any representation, warranty or pre-closing covenant and each party hereby waives its right to seek any other remedy therefor.

11.7 Confidentiality.  Each party shall maintain in confidence and not disclose to any third party any Confidential Information of the other party for the term of this Agreement and for five (5) years thereafter.  Each party shall ensure that its employees have access to Confidential Information of the other party only on a need-to-know basis, and are obligated to abide by such party’s obligations under this Agreement.  The foregoing obligation shall not apply to the below exceptions:

(a) information that is known to the receiving party prior to the time of disclosure, and was not received directly or indirectly from the disclosing party hereunder in violation of a confidentiality obligation, unless received subject to non-disclosure and non-use obligations, or independently developed by or for the receiving party, without exposure to or benefit of the disclosing party’s Confidential Information, in each case, to the extent evidenced by written records;

(b) information disclosed to the receiving party, without restriction, by a third party that has a right to make such disclosure;

(c) information that was or becomes patented, published or otherwise part of the public domain as a result of acts by the disclosing party or a third person developing or obtaining such information as a matter of right;

(d) information which the disclosing party permits, in writing, the receiving party to publicly disclose; and

(e) information required to be disclosed under any Legal Requirement.

If a receiving party is required to disclose any of the disclosing party’s Confidential Information by order of a governmental authority or a court of competent jurisdiction; the receiving party shall timely inform its disclosing party, reasonably cooperate at the disclosing parties expense with any reasonable action the disclosing party takes to attempt to obtain confidential treatment of such information by the authority or court, and limit its disclosure of such information to the extent practical.

ARTICLE 12

MISCELLANEOUS

12.1 Entire Agreement. This Agreement together with the Ancillary Agreements and the certificates delivered hereunder constitutes the sole understanding of the parties with respect to the subject matter hereof.

12.2 Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties hereto; provided however, that this Agreement may not be assigned (either by operation of law or otherwise) (a) by the Company without the prior written consent of the Purchaser or (b) by the Purchaser without the prior written consent of the Company; provided, however, that the Company may assign this Agreement to a successor in connection with a sale of its business.

13

12.3 Headings. The headings of the Articles, Sections, and paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction hereof.

12.4 Amendment; Modification and Waiver. No amendment, modification, or waiver of the terms of this Agreement shall be binding unless the same shall be in writing and duly executed by all of the parties hereto, except that any terms of this Agreement may be waived in writing at any time by the party that is entitled to the benefits of such waived term. No single waiver of any term of this Agreement shall be deemed to or shall constitute, absent an express statement otherwise, a continuous waiver of such term or a waiver of any other term hereof. No delay on the part of any party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof.

12.5 Expenses. Except as otherwise expressly provided herein, each of the parties hereto shall bear the expenses incurred by that party incident to this Agreement and the transactions contemplated hereby, including all fees and disbursements of counsel and accountants retained by such party, whether or not the transactions contemplated hereby shall be consummated.

12.6 Notices. Any notice, request, instruction, or other document to be given hereunder by any party hereto to any other party shall be in writing and shall be given by delivery in person, by electronic facsimile transmission, by a nationally recognized overnight courier or by registered or certified mail, postage prepaid (and shall be deemed given when delivered if delivered by hand, when transmission confirmation is received if sent by facsimile, three days after mailing if mailed, one Business Day after deposited for domestic delivery with a nationally recognized overnight courier service if delivered by overnight courier, and three Business Days after deposited for international delivery with an internationally recognized overnight courier service), as follows:

if to the Company, to:
Inovio Pharmaceuticals, Inc.
0000 Xxxxxx Xxxxxxx West
Building 18, Suite 400
Blue Xxxx, PA 19422
Attention: Xxxxxx Xxx
Fax No.: 000-000-0000

if to the Purchaser to:
OncoSec Medical Inc.
8th Floor - 000 Xxxxxxxx Xxxxxx
Xxxx XX 00000
Attention: Xxxxx X. Xxxxxxx
Fax No.: 000-000-0000

with a copy to:
Xxxxx Xxxxxx LLP
800 — 000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, XX X0X 0X0
Attention: Xxxxxxx Xxxxxx
Fax No.: 000-000-0000

or at such other address for a party as shall be specified by like notice.

14

12.7 Governing Law. Consent to Jurisdiction. This Agreement shall be construed in accordance with and governed by the laws of the Commonwealth of Pennsylvania applicable to agreements made and to be performed wholly within that jurisdiction and without regard to the principles of conflicts of law. Each party hereto, for itself and its successors and assigns, irrevocably agrees that any Proceeding arising out of or relating to this Agreement shall be instituted in the United States District Court for the Eastern District of Pennsylvania or in the absence of jurisdiction, the state courts of Philadelphia County, Pennsylvania, and generally and unconditionally accepts and irrevocably submits to the exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby from which no appeal has been taken or is available in connection with this Agreement. Each party, for such party and such party’s successors and assigns, irrevocably waives any objection such party may have now or hereafter to the laying of the venue of any such Proceeding, including any objection based on the grounds of forum non conveniens, in the aforesaid courts. Each of the parties, for such party and such party’s successors and assigns, irrevocably agrees that all process in any such Proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 12.6 of this Agreement or at such other address of which the other parties shall have been notified in accordance with the provisions of Section of this Agreement such service being hereby acknowledged by the parties to be effective and binding service in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by Law.

12.8 No Third Party Beneficiaries. This Agreement is intended and agreed to be solely for the benefit of the parties hereto and their permitted successors and assigns, and no other Person, including any employee of the Company shall be entitled to rely on this Agreement or accrue any Claim pursuant to, under, by, or through this Agreement.

12.9 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original and all of which shall constitute the same instrument.

12.10 Drafting of Agreement. Each party acknowledges that such party has had the opportunity to participate in the drafting of this Agreement and to review this Agreement with legal counsel of its choice, and there shall be no presumption that ambiguities shall be construed or interpreted against the drafter, and no presumptions made or inferences drawn because of the inclusion of a term not contained in a prior draft or the deletion of a term contained in a prior draft.

12.11 Savings Clause. If anyone or more of the terms hereof shall be adjudged, adjudicated, declared or deemed by a Governmental Authority to be invalid, illegal or void or unenforceable in any particular respect, this Agreement shall be construed as if the invalid, illegal, void or unenforceable term or part thereof had never been contained herein, and the remaining portions of this Agreement shall nonetheless continue in full force and effect. If one or more of the terms, or part thereof, of this Agreement shall, for any reason, be adjudged, adjudicated, declared or deemed by any Governmental Authority to be excessive, then such terms shall be deemed reformed to the maximum limitations permitted by applicable law, and this Agreement shall be construed, by limiting and reducing its terms, so as to be enforceable to the extent compatible with the applicable law.

15

ARTICLE 13

CERTAIN DEFINITIONS

13.1 “Affiliate” means, with respect to any Person, any Person directly or indirectly controlling, controlled by or under common control with, such Person. For the purposes of this definition, “control” (including, with correlative meaning, the terms “controlling,” “controlled by” and “under common control with”) shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

13.2 “Ancillary Agreements” means (a) the Xxxx of Sale and Assignment and Assumption Agreement; and (b) the Cross-License Agreement; (c) the IP Assignment; and (d) the any other document specifically identified therein as an Ancillary Agreement.

13.3 “Business Day” means any day other than a day on which banks in Philadelphia, Pennsylvania are required or authorized to be closed.

13.4 “Claim” means any claim, suit, demand, cause of action, chose in action, right of recovery or right of set-off of whatever kind or description asserted by the claimant against any Person.

13.5 “Code” means the Internal Revenue Code of 1986, as amended.

13.6 “Confidential Information” means all technical and business information, plans, inventions, developments, discoveries, improvements, software, know-how, procedures, methods, techniques, formulae, data, processes, studies, and other proprietary ideas, whether or not patentable or copyrightable, that a party hereto identifies as confidential or proprietary at the time it is delivered or communicated to the other party hereto, or any other information that should reasonably be recognizable by its nature to be confidential or trade secret information of a party (including, without limitation, information respecting such party’s business plans, sales and sales methods, customers and prospective customers).

13.7 “Contract” means any agreement, purchase order, sales order, contract or similar instrument, arrangement or commitment.

13.8 “Encumbrances” means liens, security interests, pledges, equities, proxies, claims, charges, adverse claims, mortgages, rights of first refusal, preemptive rights, restrictions, encumbrances, easements, covenants, licenses, options or title defects of any kind whatsoever.

13.9 “Governing Documents” means, with respect to the Company or the Purchaser, the articles or certificate of incorporation and the bylaws of the applicable corporation; (b) all Security holders’ Contracts, voting Contracts, voting trust Contracts, joint venture Contracts, registration rights Contracts or other Contracts or documents relating to the organization, management or operation of such corporation or relating to the rights, duties and obligations of the Security holders of any such corporation and (c) any amendment or supplement to any of the foregoing.

13.10 “Governmental Authority” means any government, court, department, authority, commission, board, bureau, agency or official or other regulatory, administrative authority, whether (in each case) federal, foreign, state or local.

13.11 “Governmental Authorization” means any permit, license or other authorization given or otherwise made available by or under the authority of any Governmental Authority or pursuant to any Legal Requirement and required to: (a) conduct the Business as currently conducted or (b) occupy, maintain, operate or use the Company’s assets or properties as currently maintained, operated or used.

16

13.12 “IRS” means the Internal Revenue Service.

13.13 “Legal Requirement” means any federal, state, local, municipal, foreign, international, multinational or other constitution, law, ordinance, principle of common law, code, regulation, statute or treaty.

13.14 “Losses” means any and all losses, Liabilities, damages (including incidental and consequential damages), penalties, obligations, awards, fines, deficiencies, interest, Claims, diminution in value, costs and expenses whatsoever (excluding attorneys’, consultants’ and other professional fees and disbursements) resulting from, arising out of or incident to any matter for which indemnification is provided under this Agreement.

13.15 “Liabilities” means with respect to any Person, means any liability or obligation of such Person of any kind, character or description, whether known or unknown, absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, executory, determined, determinable or otherwise, and whether or not the same is required to be accrued on the financial statements of such Person.

13.16 “Order” means any award, decision, injunction, judgment, order, ruling, subpoena or verdict entered, issued, made or rendered by any Governmental Authority or any arbitrator.

13.17 “Patents” is used herein to mean any U.S. and foreign patents, patent applications, and provisional patent applications; U.S. and foreign patents issued from such applications and from any divisional, continuations, or continuations-in-part; and any reissues thereof.

13.18 “Permitted Encumbrances” means minor imperfections of title, none of which, individually or in the aggregate, detract from the value of the affected assets or properties, or impairs the use of the affected assets or properties or Liens for taxes that are not yet due or payable.

13.19 “Person” means an individual, corporation, partnership, association, limited liability company, trust, unincorporated organization, Governmental Authority, other entity or group. For purposes of this definition, “group” means when two or more persons act as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of an issuer.

13.20 “Proceeding” means any action, arbitration, audit, hearing, investigation, litigation or suit commenced, brought, conducted or heard by or before, or otherwise involving, any Governmental Authority or arbitrator.

17

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed on its behalf as of the date first above written.

INOVIO PHARMACEUTICALS, INC.

/s/J. Xxxxxx Xxx

Name: J. Xxxxxx Xxx

Title: President and CEO

Date: March 14, 2011

ONCOSEC MEDICAL INCORPORATED

/s/Xxxxx X. Xxxxxxx

Name: Xxxxx X. Xxxxxxx

Title: President and CEO

Date: March 14, 2011

18

CONFIDENTIAL TREATMENT REQUESTED.  OMITTED PORTIONS ARE MARKED WITH [*****] AND HAVE BEEN FILED SEPARATELY WITH THE SEC.

SCHEDULE A

EQUIPMENT, MACHINERY, INVENTORY AND OTHER TANGIBLE ASSETS

[*****]

CONFIDENTIAL TREATMENT REQUESTED.  OMITTED PORTIONS ARE MARKED WITH [*****] AND HAVE BEEN FILED SEPARATELY WITH THE SEC.

[*****]

20

CONFIDENTIAL TREATMENT REQUESTED.  OMITTED PORTIONS ARE MARKED WITH [*****] AND HAVE BEEN FILED SEPARATELY WITH THE SEC.

[*****]

21

CONFIDENTIAL TREATMENT REQUESTED.  OMITTED PORTIONS ARE MARKED WITH [*****] AND HAVE BEEN FILED SEPARATELY WITH THE SEC.

[*****]

22

CONFIDENTIAL TREATMENT REQUESTED.  OMITTED PORTIONS ARE MARKED WITH [*****] AND HAVE BEEN FILED SEPARATELY WITH THE SEC.

[*****]

23

CONFIDENTIAL TREATMENT REQUESTED.  OMITTED PORTIONS ARE MARKED WITH [*****] AND HAVE BEEN FILED SEPARATELY WITH THE SEC.

[*****]

24

CONFIDENTIAL TREATMENT REQUESTED.  OMITTED PORTIONS ARE MARKED WITH [*****] AND HAVE BEEN FILED SEPARATELY WITH THE SEC.

[*****]

25

CONFIDENTIAL TREATMENT REQUESTED.  OMITTED PORTIONS ARE MARKED WITH [*****] AND HAVE BEEN FILED SEPARATELY WITH THE SEC.

[*****]

26

CONFIDENTIAL TREATMENT REQUESTED.  OMITTED PORTIONS ARE MARKED WITH [*****] AND HAVE BEEN FILED SEPARATELY WITH THE SEC.

[*****]

27

CONFIDENTIAL TREATMENT REQUESTED.  OMITTED PORTIONS ARE MARKED WITH [*****] AND HAVE BEEN FILED SEPARATELY WITH THE SEC.

[*****]

28

CONFIDENTIAL TREATMENT REQUESTED.  OMITTED PORTIONS ARE MARKED WITH [*****] AND HAVE BEEN FILED SEPARATELY WITH THE SEC.

[*****]

29

SCHEDULE B

ONGOING AND QUALITY DOCUMENTATION

Copies of the following Released SOPs

M00 Reference

M01 Assemblies

M02 PCB

M03 Specs

M06 Components

M07 Wiring

M09 Tooling

M11 Software

M12 Labels, Manual, IFU

M13 Equipment Maintenance & Metrology

M14 Mfg Procedures

M15 Protocols & Reports

M16 Validation Protocols and Reports

M20 Quality SOPs

Copies of the following Clinical Trial Documents

1. Related to the Medpulser Electroporation With Bleomycin Study to Treat Anterior Head and Neck Squamous Cell Carcinoma study (XxxxxxxxXxxxxx.xxx Identifier: NCT00198315)

2. Related to the Medpulser Electroporation With Bleomycin Study to Treat Posterior Head and Neck Squamous Cell Carcinoma study (XxxxxxxxXxxxxx.xxx Identifier: NCT00198328)

3. Related to the Study Using the Medpulser Electroporation System With Bleomycin to Treat Head and Neck Cancer (XxxxxxxxXxxxxx.xxx Identifier: NCT00198263)

4. Study Using the MedPulser Electroporation System With Bleomycin to Treat Cutaneous and Subcutaneous Cancer (XxxxxxxxXxxxxx.xxx Identifier: NCT00198276)

CONFIDENTIAL TREATMENT REQUESTED.  OMITTED PORTIONS ARE MARKED WITH [*****] AND HAVE BEEN FILED SEPARATELY WITH THE SEC.

SCHEDULE C

CONTRACTS

[*****]

SCHEDULE D

a. PATENTS

Inovio Ref #

Country

Type

Status

Serial No.

Filing Date

Patent No

Issue Date

GTI-8000

AU

PCT

Published

2007224275

02-Mar-2007

GTI-8000

CA

PCT

Published

2644163

02-Mar-2007

GTI-8000

CN

ORD

Published

20078014313

02-Mar-2007

GTI-8000

EP

PCT

Published

07751865.2

02-Mar-2007

GTI-8000

IN

ORD

Published

7486/DELNP/2008

03-Sep-2008

GTI-8000

JP

ORD

Published

2008-557431

02-Mar-2007

GTI-8000

KR

PCT

Published

7023591/2008

02-Mar-2007

GTI-8000

NO

PCT

Published

20084148

02-Mar-2007

GTI-8000

US

ORD

Published

11/713181

02-Mar-2007

GTI-8000

WO

ORD

Closed

PCT/US2007/005133

02-Mar-2007

b. TRADEMARKS

XXXXX

XX

0000000

9/5/2006

Pending

00 Nat.

MEDICAL APPARATUS FOR USE IN DELIVERING DRUGS OR GENES TO CELLULAR STRUCTURES BY MEANS OF ELECTROPORATION; AND INSTRUCTIONAL MANUALS SOLD AS A UNIT THEREWITH

SECTA

CN

5585035

9/4/2006

5585035

6/28/2009

Registered

10, 42 Int.

SURGICAL, MEDICAL, DENTAL AND VETERINARY APPARATUS AND INSTRUMENTS, ARTIFICIAL LIMBS, EYES AND TEETH; ORTHOPEDIC ARTICLES; SUTURE MATERIALS MEDICAL RESEARCH IN THE AREAS OF GENE THERAPY, ONCOLOGY AND DRUG DELIVERY

SECTA

EP

5292636

9/4/2006

Pending

09, 10, 16 Int.

Downloadable publications and instruction manuals; power supplies; cables; foot switches; electronic printers Medical apparatus for use in delivering drugs and genes to cellular structures; parts, fittings and accessories for the aforesaid goods Printed matter; stationery; books; instruction manuals; brochures; leaflets; instructional and teaching materials; journals; magazines; newsletters; reports and compilations; calendars, diaries and desk accessories

XXXXX

XX

0000000

9/1/2006

1483693

3/10/2010

Registered

10 Int.

MEDICAL APPARATUS FOR USE IN DELIVERING DRUGS OR GENES TO CELLULAR STRUCTURES BY MEANS OF ELECTROPORATION

33

SECTA

CH

5778412006

30-Aug-06

555693

30-Aug-06

Registered

10, 16 Int.

MEDICAL APPARATUS FOR USE IN DELIVERING DRUGS OR GENES TO CELLULAR STRUCTURES BY MEANS OF ELECTROPORATION; AND INSTRUCTIONAL MANUALS SOLD AS A UNIT THEREWITH : INSTRUCTIONAL MANUALS SOLD AS A UNIT FOR MEDICAL APPARATUS FOR USE IN DELIVERING DRUGS AND GENES TO CELLULAR STRUCTURES BY MEANS OF ELECTROPORATION

SECTA

TW

95044274

30-Aug-06

1272387

1-Aug-07

Registered

10 Int.

MEDICAL APPARATUS FOR USE IN DELIVERING DRUGS OR GENES TO CELLULAR STRUCTURES BY MEANS OF ELECTROPORATION; AND MANUALS USED IN CONNECTION THEREWITH

34

SCHEDULE E

Inovio Ref #

Cntry

Type

Status

Serial No.

Filing Date

Patent No.

Issue Date

GTI-1160

US

CIP

GRANTED

08/46756

6-Jun-95

5702359

30-Dec-97

GTI-1160

US

CON

GRANTED

09/427151

25-Oct-99

6451002

17-Sep-02

GTI-1160

US

CON

GRANTED

10/053861

17-Jan-02

6567694

20-May-03

GTI-1160

US

DIV

GRANTED

09/551327

18-Apr-00

6418341

9-Jul-02

GTI-1160

US

XXX

GRANTED

90/005590

15-Dec-99

5702359C1

28-Mar-06

GTI-1160

US

PCT

GRANTED

08/930168

10-Apr-95

5810762

22-Sep-98

GTI-1160

US

GRANTED

08/042039

1-Apr-93

5439440

8-Aug-95

GTI-1160

US

CIP

GRANTED

08/537265

29-Sep-95

5993434

00-Xxx-00

XXX-0000

US

CON

GRANTED

10/177560

21-Jun-02

6569149

27-May-03

GTI-1160

US

CON

GRANTED

10/213514

6-Aug-02

6763264

13-Jul-04

GTI-1160

MX

PCT

GRANTED

PA/A/1997/006929

10-Apr-95

218786

21-Jan-04

GTI-1160

MX

PCT

GRANTED

PA/A/1997/008316

22-May-96

248023

13-Aug-07

GTI-1160

KR

PCT

GRANTED

706014/97

10-Apr-95

247255

10-Dec-99

GTI-1160

KR

PCT

GRANTED

708424/97

22-May-96

260238

0-Xxx-00

XXX-0000

XX

PCT

GRANTED

530968/96

10-Apr-95

3338880

16-Aug-02

XXX-0000

XX

XXX

GRANTED

02008920.7

10-Apr-95

1240917

23-Jun-04

XXX-0000

XX

EPC

GRANTED

96916550.5

22-May-96

0874663

00-Xxx-00

XXX-0000

XX

EDV

GRANTED

02008920.7

10-Apr-95

1240917

23-Jun-04

GTI-1160

FR

EPC

GRANTED

96916550.5

22-May-96

0874663

29-Sep-99

GTI-1160

EP

DIV

GRANTED

02008920.7

10-Apr-95

1240917

23-Jun-04

GTI-1160

EP

PCT

GRANTED

96916550.5

22-May-96

0874663

29-Sep-99

XXX-0000

XX

XXX

GRANTED

02008920.7

10-Apr-95

1240917

23-Jun-04

GTI-1160

DE

EPC

GRANTED

96916550.5

22-May-96

69604509.5

29-Sep-99

35

GTI-1160

CN

PCT

GRANTED

96194608.3

22-May-96

ZL96194608.3

26-May-04

GTI-1160

CA

PCT

GRANTED

2216131

10-Apr-95

2216131

5-Feb-02

GTI-1160

CA

PCT

GRANTED

2218255

22-May-96

2218255

00-Xxx-00

XXX-0000

XX

GRANTED

98/7596

21-Aug-98

98/7596

31-Aug-99

GTI-1200

US

CIP

GRANTED

09/177678

22-Oct-98

6241701

5-Jun-01

GTI-1200

US

CON

GRANTED

09/861016

18-May-01

6516223

4-Feb-03

GTI-1200

US

DIV

GRANTED

09/189062

9-Nov-98

6233482

15-May-01

GTI-1200

US

DIV

GRANTED

09/189360

9-Nov-98

6181964

30-Jan-01

GTI-1200

US

DIV

GRANTED

09/189070

9-Nov-98

6068650

30-May-00

GTI-1200

US

GRANTED

08/905240

1-Aug-97

6055453

25-Apr-00

GTI-1200

US

CON

GRANTED

09/900601

5-Jul-01

7412284

12-Aug-08

GTI-1200

US

DIV

GRANTED

09/227417

8-Jan-99

6216034

10-Apr-01

GTI-1200

US

DIV

GRANTED

09/227416

8-Jan-99

6014584

11-Jan-00

GTI-1200

KR

PCT

GRANTED

00-0000-0000000

31-Jul-98

756252

00-Xxx-00

XXX-0000

XX

DIV

GRANTED

2002-57679

31-Jul-98

4180285

5-Sep-08

GTI-1200

HK

PCT

GRANTED

00106147.9

31-Jul-98

1027049

28-Apr-06

GTI-1200

CN

PCT

GRANTED

98801461.0

31-Jul-98

98801461.0

7-Sep-05

GTI-1200

CN-2

PCT

GRANTED

200510084733.9

31-Jul-98

1768873

28-Jan-11

XXX-0000

XX

XXX

XXXXXXX

0000000

31-Jul-98

2268026

29-Jul-03

GTI-1200

AU

PCT

GRANTED

86823/98

31-Jul-98

734343

27-Sep-01

GTI-1200

AU

PCT

GRANTED

17074/00

21-Oct-99

767814

11-Mar-04

GTI-1200

AR

GRANTED

P990105331

21-Oct-99

AR020932B1

30-May-06

GTI-1200

EP

PCT

GRANTED

98938256.9

31-Jul-98

999867

08-Sep-2010

XXX-0000

XX

XXX

XXXXXXX

00000000.0

31-Jul-98

999867

08-Sep-2010

GTI-1200

FR

PCT

GRANTED

98938256.9

31-Jul-98

999867

08-Sep-2010

36

XXX-0000

XX

PCT

GRANTED

98938256.9

31-Jul-98

999867

08-Sep-2010

GTI-1200

CN

DIV

GRANTED

200510084733.9

31-Jul-98

1768873

28-Jan-2011

GTI-1360

US

CIP

GRANTED

10/339708

8-Jan-03

7171264

30-Jan-07

GTI-1360

US

GRANTED

09/567404

8-May-00

6520950

18-Feb-03

GTI-1250

US

GRANTED

6120493

19-Sep-2000

GTI-1250

US

CON

GRANTED

6208893

27-Mar-2001

GTI-1110

US

CON

GRANTED

7181271

20-Feb-2007

GTI-1230

US

CON

GRANTED

6865416

08-Mar-2005

GTI-1230

US

GRANTED

6347247

12-Feb-2002

GTI-1230

EP

PENDING

99922830.7

07-May-1999

GTI-1250

US

GRANTED

6009347

28-Dec-1999

37

SCHEDULE F

FORM OF CROSS LICENSE AGREEMENT

38

SCHEDULE G

Inovio Ref #

Cntry

Type

Status

Serial No.

Filing Date

Patent No.

Issue Date

GTI-1130

AU

PCT

Granted

49883/99

13-Jul-1999

770092

27-May-2004

GTI-1130

CA

PCT

Published

2337652

13-Jul-1999

GTI-1130

EP

PCT

Published

99933937.7

13-Jul-1999

GTI-1130

US

ORD

Granted

09/352809

13-Jul-1999

6697669

24-Feb-2004

GTI-1130

US

CIP

Granted

10/165657

07-Jun-2002

6678556

13-Jan-2004

GTI-1130

US

CON

Granted

10/756946

13-Jan-2004

7570992

04-Aug-2009

GTI-1130

US

CIP

Granted

09/625825

26-Jul-2000

6654636

25-Nov-2003

GTI-1130

US

CIP

Granted

10/233007

30-Aug-2002

6972013

06-Dec-2005

GTI-1130

US

CON

Published

11/291459

30-Nov-2005

GTI-1370

AU

PCT

Granted

41771/00

23-Mar-2000

778736

14-Apr-2005

GTI-1370

EP

PCT

Published

00921451.1

23-Mar-2000

GTI-1370

TW

ORD

Granted

89105497

11-Apr-2000

NI-153798

06-Aug-2002

GTI-1370

US

DIV

Granted

10/215963

08-Aug-2002

7054685

30-May-2006

GTI-1370

US

ORD

Granted

09/535683

23-Mar-2000

6678558

13-Jan-2004

GTI-1530

AT

EPC

Granted

99966432.9

17-Dec-1999

1140283

08-Mar-2006

GTI-1530

AU

PCT

Granted

14354/95

13-Dec-1994

691237

27-Aug-1998

GTI-1530

AU

PCT

Granted

68821/98

02-Apr-1998

741399

14-Mar-2002

GTI-1530

AU

PCT

Granted

21969/00

17-Dec-1999

763535

06-Nov-2003

GTI-1530

CA

PCT

Granted

2185024

13-Dec-1994

2185024

08-May-2001

GTI-1530

CA

PCT

Published

2311474

02-Apr-1998

GTI-1530

CH

EPC

Granted

99966432.9

17-Dec-1999

1140283

08-Mar-2006

GTI-1530

DE

EPC

Granted

95905926.2

13-Dec-1994

P69426210.2

25-Oct-2000

GTI-1530

DE

EPC

Granted

98914475.3

02-Apr-1998

69806794.0

24-Jul-2002

GTI-1530

DE

EPC

Granted

99966432.9

17-Dec-1999

1140283

08-Mar-2006

GTI-1530

EP

PCT

Granted

95905926.2

13-Dec-1994

0751802

25-Oct-2000

GTI-1530

EP

PCT

Granted

98914475.3

02-Apr-1998

1028777

24-Jul-2002

GTI-1530

EP

PCT

Granted

99966432.9

17-Dec-1999

1140283

08-Mar-2006

GTI-1530

ES

EPC

Granted

99966432.9

17-Dec-1999

1140283

08-Mar-2006

00

XXX-0000

XX

XXX

Granted

95905926.2

13-Dec-1994

0751802

25-Oct-2000

XXX-0000

XX

EPC

Granted

98914475.3

02-Apr-1998

1028777

24-Jul-2002

GTI-1530

FR

EPC

Granted

99966432.9

17-Dec-1999

1140283

08-Mar-2006

XXX-0000

XX

EPC

Granted

95905926.2

13-Dec-1994

0751802

25-Oct-2000

XXX-0000

XX

EPC

Granted

98914475.3

02-Apr-1998

1028777

24-Jul-2002

XXX-0000

XX

EPC

Granted

99966432.9

17-Dec-1999

1140283

08-Mar-2006

GTI-1530

IT

EPC

Granted

95905926.2

13-Dec-1994

0751802

25-Oct-2000

GTI-1530

IT

EPC

Granted

99966432.9

17-Dec-1999

1140283

08-Mar-2006

GTI-1530

JP

PCT

Granted

525651/95

13-Dec-1994

3554935

21-May-2004

XXX-0000

XX

EPC

Granted

99966432.9

17-Dec-1999

1140283

08-Mar-2006

GTI-1530

TW

ORD

Granted

87106879

05-May-1998

NI-108036

01-Sep-1999

GTI-1530

US

CIP

Granted

08/219970

30-Mar-1994

5462520

31-Oct-1995

GTI-1530

US

ORD

Granted

07/931061

17-Aug-1992

5318514

07-Jun-1994

GTI-1530

US

CIP

Granted

08/310647

22-Sep-1994

5464386

07-Nov-1995

GTI-1530

US

CIP

Granted

08/552200

02-Nov-1995

5688233

18-Nov-1997

GTI-1530

US

CIP

Granted

08/964436

04-Nov-1997

6009345

28-Dec-1999

GTI-1530

US

CIP

Granted

09/213782

17-Dec-1998

5968006

19-Oct-1999

GTI-1540

DE

EPC

Granted

95925349.3

27-Jun-1995

69502733.6

27-May-1998

GTI-1540

EP

PCT

Granted

95925349.3

27-Jun-1995

0788392

27-May-1998

XXX-0000

XX

EPC

Granted

95925349.3

27-Jun-1995

0788392

27-May-1998

GTI-1540

US

CIP

Granted

08/328895

25-Oct-1994

6132419

17-Oct-2000

GTI-1540

US

CIP

Granted

08/304584

12-Sep-1994

5501662

26-Mar-1996

GTI-2010

AU

PCT

Pending

PCT/US2009/000273

28-Jun-2010

GTI-2010

CA

PCT

Pending

2710408

21-Jun-2010

GTI-2010

CN

PCT

Pending

PCT/US2009/000273

23-Jul-2010

GTI-2010

EP

PCT

Pending

09702445.9

16-Jan-2009

GTI-2010

IN

PCT

Pending

4726/DELNP/2010

30-Jun-2010

GTI-2010

JP

PCT

Pending

PCT/US2009/000273

15-Jul-2010

GTI-2010

KR

PCT

Pending

00-0000-0000000

16-Aug-2010

GTI-2010

US

ORD

Pending

12836163

14-Jul-2010

GTI-2010

WO

ORD

Published

PCT/US2009/000273

16-Jan-2009

40

GTI-5000

AT

EPC

Granted

98909691.2

03-Apr-1998

1023107

30-Aug-2006

GTI-5000

AU

PCT

Granted

69906/98

03-Apr-1998

733628

30-Aug-2001

GTI-5000

BE

EPC

Granted

98909691.2

03-Apr-1998

1023107

30-Aug-2006

GTI-5000

CA

PCT

Granted

2285056

03-Apr-1998

2285056

14-Dec-2004

GTI-5000

CH

EPC

Granted

98909691.2

03-Apr-1998

1023107

30-Aug-2006

GTI-5000

CN

PCT

Granted

98803980.X

03-Apr-1998

ZL98803980.X

24-Apr-2006

GTI-5000

DE

EPC

Granted

98909691.2

03-Apr-1998

DE69835761.2-08

30-Aug-2006

GTI-5000

DK

EPC

Granted

98909691.2

03-Apr-1998

1023107

30-Aug-2006

GTI-5000

EA

PCT

Granted

199900882

03-Apr-1998

002087

24-Dec-2001

GTI-5000

EP

PCT

Granted

98909691.2

03-Apr-1998

1023107

30-Aug-2006

GTI-5000

ES

EPC

Granted

98909691.2

03-Apr-1998

1023107

30-Aug-2006

GTI-5000

FR

EPC

Granted

98909691.2

03-Apr-1998

1023107

30-Aug-2006

XXX-0000

XX

EPC

Granted

98909691.2

03-Apr-1998

1023107

30-Aug-2006

GTI-5000

IE

EPC

Granted

98909691.2

03-Apr-1998

1023107

30-Aug-2006

GTI-5000

IT

EPC

Granted

98909691.2

03-Apr-1998

1023107

30-Aug-2006

GTI-5000

KR

PCT

Granted

1999-7009009

03-Apr-1998

427786

07-Apr-2004

GTI-5000

KZ

EUC

Granted

199900882

03-Apr-1998

2087

24-Dec-2001

GTI-5000

LU

EPC

Granted

98909691.2

03-Apr-1998

1023107

30-Aug-2006

GTI-5000

MX

PCT

Granted

999026

03-Apr-1998

253159

09-Jan-2008

XXX-0000

XX

EPC

Granted

98909691.2

03-Apr-1998

1023107

30-Aug-2006

GTI-5000

NO

PCT

Granted

19994820

03-Apr-1998

327806

28-Sep-2009

XXX-0000

XX

PCT

Granted

337853

03-Apr-1998

337853

08-Jul-2002

GTI-5000

RU

EUC

Granted

199900882

03-Apr-1998

2087

24-Dec-2001

GTI-5000

SE

EPC

Granted

98909691.2

03-Apr-1998

1023107

30-Aug-2006

GTI-5000

US

CIP

Granted

09/565140

05-May-2000

6261281

17-Jul-2001

GTI-5000

US

ORD

Granted

09/055084

03-Apr-1998

6110161

29-Aug-2000

GTI-5000

US

CON

Granted

10/141561

07-May-2002

6610044

26-Aug-2003

GTI-5000

US

CON

Granted

10/620271

14-Jul-2003

6958060

25-Oct-2005

GTI-5000

US

ORD

Allowed

12/070233

15-Feb-2008

GTI-5001

AU

DIV

Pending

2009202678

01-Jul-2009

GTI-5001

CA

PCT

Published

2491000

04-Jul-2003

41

GTI-5001

CN

PCT

Granted

03820724.9

04-Jul-2003

03820724.9

28-Apr-2010

GTI-5001

EA

PCT

Granted

200401558

04-Jul-2003

009203

28-Dec-2007

GTI-5001

EP

PCT

Published

03762794.0

04-Jul-2003

GTI-5001

HK

PCT

Published

05108751.7

04-Jul-2003

GTI-5001

IN

PCT

Pending

4137/DELNP/2004

04-Jul-2003

GTI-5001

JP

PCT

Granted

2004-518966

04-Jul-2003

4461012

19-Feb-2010

GTI-5001

JP

DIV

Published

2009-279074

09-Dec-2009

GTI-5001

MX

PCT

Granted

PA/A/2005/000155

04-Jul-2003

277428

21-Jul-2010

XXX-0000

XX

DIV

Granted

562306

04-Jul-2003

562306

08-Oct-2009

XXX-0000

XX

DIV

Granted

566578

04-Jul-2003

566578

12-Nov-2009

GTI-5001

RU

EUC

Granted

200401558

04-Jul-2003

9203

28-Dec-2007

GTI-5001

US

ORD

Granted

10/612304

03-Jul-2003

7328064

05-Feb-2008

GTI-5001

US

CON

Published

11/985825

00-Xxx-0000

XXX-0000

XX

PCT

Granted

2005/0058

04-Jul-2003

2005/0058

29-Mar-2006

GTI-7001

AU

PCT

Pending

2007215263

09-Feb-2007

GTI-7001

CA

PCT

Published

2635437

09-Feb-2007

GTI-7001

CA

ORD

Pending

2686855

16-May-2008

GTI-7001

CN

PCT

Pending

200780002313.9

09-Feb-2007

GTI-7001

EP

PCT

Published

07750450.4

09-Feb-2007

GTI-7001

EP

ORD

Published

08767759.7

20-Nov-2009

GTI-7001

IN

PCT

Pending

6100/DELNP/2008

11-Jul-2008

GTI-7001

JP

PCT

Published

2008-554405

09-Feb-2007

GTI-7001

KR

PCT

Published

7019463/2008

09-Feb-2007

GTI-7001

MX

PCT

Pending

MX/A/2008/008981

09-Feb-2007

GTI-7001

NO

PCT

Pending

20083811

09-Feb-2007

GTI-7001

US

ORD

Published

11/704591

09-Feb-2007

GTI-7001

US

CIP

Published

11/894653

20-Aug-2007

GTI-7001

WO

ORD

Published

PCT/US2008/006311

16-May-2008

GTI-1220

US

GRANTED

6027488

22-Feb-00

GTI-1220

US

DIV

GRANTED

6746441

08-Jun-04

GTI-1590

US

ORD

GRANTED

6192270

20-Feb-01

GTI-1560

US

ORD

GRANTED

6150148

21-Nov-00

42

SCHEDULE H

Inovio Ref #

Cntry

Type

Status

Publication

Filing Date

Patent No.

Issue Date

US

ORD

GRANTED

6528315

4-Mar-03

PCT

WO 99/01157

EP

GRANTED

WO 99/01157

0991425

30-Sep-05

AT

GRANTED

WO 99/01157

0991425

30-Sep-05

DE

GRANTED

WO 99/01157

0991425

30-Sep-05

FR

GRANTED

WO 99/01157

0991425

30-Sep-05

NO

GRANTED

WO 99/01157

0991425

30-Sep-05

GB

GRANTED

WO 99/01157

0991425

30-Sep-05

CH

GRANTED

WO 99/01157

0991425

30-Sep-05

GB

GRANTED

WO 99/01157

0991425

30-Sep-05

JP

WO 99/01157

MX

WO 99/01157

US

GRANTED

6939862

6-Sep-05

PCT

WO 99/001158

EP

GRANTED

WO 99/001158

0991426

GB

GRANTED

WO 99/001158

0991426

BE

GRANTED

WO 99/001158

0991426

FR

GRANTED

WO 99/001158

0991426

DE

GRANTED

WO 99/001158

0991426

IT

GRANTED

WO 99/001158

0991426

CH

GRANTED

WO 99/001158

0991426

NO

GRANTED

WO 99/001158

0991426

43

SCHEDULE I

XXXX OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT

THIS XXXX OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment”), dated as of March24, 2011 between OncoSec Medical Incorporated, a Nevada corporation, with the principal place of business at 8th Floor - 000 Xxxxxxxx Xxxxxx, Xxxx XX 00000 (the “Assignee”), and Inovio Pharmaceuticals, Inc., a Delaware corporation, with a principal place of business at 0000 Xxxxxx Xxxxxxx West, Xxxx 00, Xxxxx 000, Xxxx Xxxx, Xxxxxxxxxxxx 00000 (the “Assignor”).

WHEREAS, the Assignor and the Assignee, have entered into an Asset Purchase Agreement dated as of March 14, 2011 (the “Agreement”; unless other defined herein, capitalized terms shall be used herein as defined in the Asset Purchase Agreement);

WHEREAS, pursuant to the Agreement, the Assignor has agreed to sell, assign, convey, transfer and deliver the Purchased Assets to the Assignee, and in an effort to do so, the parties agreed to execute this Assignment to consummate the transactions contemplated by the Agreement;

WHEREAS, pursuant to the Agreement, the Assignee has agreed to assume the Assumed Liabilities; and

WHEREAS, capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth herein, and intending to be legally bound hereby, the parties hereto agree as follows:

5. Sale and Assignment of Purchased Assets. The Assignor, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, hereby sells, transfers, conveys and delivers to the Assignee, and the Assignee does hereby accept from the Assignor, all of the right, title and interest of the Assignor in and to all of the Purchased Assets, including the Assigned IP, free and clear of any and all Encumbrances, other than the Permitted Encumbrances. The Assignor also hereby transfers, conveys and delivers to the Assignee all the goodwill associated with the Assigned IP.

6. Assumption of Liabilities. The Assignee hereby assumes and agrees to pay, perform and discharge the Assumed Liabilities.

7. Modification and Waiver. No amendment, modification, or alteration of the terms or provisions of this Assignment shall be binding unless the same shall be in writing and duly executed by the parties hereto, except that any of the terms or provisions of this Assignment may be waived in writing at any time by the party that is entitled to the benefits of such waived terms or provisions. No single waiver of any of the provisions of this Assignment shall be deemed to or shall constitute, absent an express statement otherwise, a continuous waiver of such provision or a waiver of any other provision hereof (whether or not similar). No delay on the part of any party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof.

44

8. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the Commonwealth of Pennsylvania applicable to agreements made and to be performed wholly within that jurisdiction.

9. Disputes. The respective rights of the Assignor, on the one hand, and the Assignee, on the other, with respect to the Purchased Assets and the Assumed Liabilities assigned and assumed hereby shall be governed by the Agreement. In the event of a conflict between this Assignment and the Agreement, the Agreement shall control. All disputes between the Assignor and the Assignee arising out of the obligations of the parties under this Assignment or concerning the meaning or interpretation of any provisions contained herein shall be resolved in accordance with the Agreement.

10. Counterparts. This Assignment may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original and all of which shall constitute the same instrument.

INOVIO PHARMACEUTICALS, INC.

/s/ Xxxxxx Xxx

Name: J. Xxxxxx Xxx

Title: President and CEO

Date:

ONCOSEC MEDICAL INCORPORATED

/s/ Xxxxx Xxxxxxx

Name: Xxxxx X. Xxxxxxx

Title: President and CEO

Date: March 24, 2011

45

SCHEDULE J

FORM OF INTELLECTUAL PROPERTY ASSIGNMENT

ABSOLUTE ASSIGNMENT OF

WORLDWIDE

PATENT RIGHTS

This Assignment, effective 24th day of March, 2011 is made

BETWEEN

Inovio Pharmaceuticals, Inc., having a place of business at 0000 Xxxxxx Xxxxxxx West, Building 18, Xxxxx 000, Xxxx Xxxx, XX 00000

(hereinafter the “Assignor”)

AND

OncoSec Medical Incorporated, having a place of business at 8th Floor, 000 Xxxxxxxx Xxxxxx, Xxxx, XX 00000

(hereinafter the “Assignee”)

WHEREAS the Assignor owns absolutely the entire right, title and interest worldwide in all inventions (hereinafter the “Inventions”) disclosed or claimed in the utility patents and utility patent applications identified in Schedule “A”, which is attached hereto and incorporated herein, (hereinafter the “Patents”);

AND WHEREAS the Assignee wishes to own absolutely such entire right, title and interest in the Inventions and the Patents;

NOW THEREFORE, be it known that, for good and valuable consideration, the receipt and sufficiency of which the Assignor hereby acknowledges, the parties agree as follows:

1. Assignment.  The Assignor assigns absolutely to the Assignee, its lawful successors and assigns, the Assignor’s entire right, title, and interest in the Inventions and the Patents, including:

(a) all rights to claim domestic and foreign priority from any of the Patents, including claims based on ascendant, descendant, sibling or otherwise related patents and applications, including claims asserted pursuant to the Patent Cooperation Treaty and the Paris Convention for the Protection of Industrial Property;

46

(b) all domestic patents and patent applications related to any of the Patents, including divisionals, continuations, continuations-in-part, and reissues and any and all patents and patent applications claiming the Inventions, in which the Assignor has a right, title or interest;

(c) all patents and patent applications in foreign jurisdictions, including both national and regional jurisdictions, that claim priority from any of the Patents, or ascendant, descendant, sibling or otherwise related patents and applications, including divisionals, continuations, continuations-in-part, and reissues and any and all patents and patent applications claiming the Inventions, in which the Assignor has a right, title or interest; and

(d) all right to xxx for infringement, including past infringements.

(hereinafter collectively, the “Rights”).

2. Further Assurances.  The Assignor will, without further consideration:

(a) transfer of all related physical and electronic, including the electronic dockets related to the Patents;

(b) execute and deliver to the Assignee all documents that may be necessary or desirable to perfect the Assignee’s claim to the Rights, including additional patent applications and assignments;

(c) execute and deliver to the Assignee all documents that may be necessary or desirable in prosecuting the Rights, including in connection with any office action, interference, conflict or opposition proceeding relating to the Rights and cooperate with the Assignee in every way possible in obtaining evidence and going forward with such prosecution, office action, interference, conflict, opposition or other proceeding;

(d) testify in any legal proceeding relating to the Rights; and

generally do everything possible to aid the Assignee, its successors and assigns, to obtain and enforce the Rights, it being understood that any incidental expenses will be borne by the Assignee.

3. Trust.  Notwithstanding Paragraph 2, this Agreement will, without further act or formality, operate as a grant, assignment, transfer, conveyance and setting over to the Assignee of all of the property and rights referred to in Paragraph 1.  If any such property or rights are not effectively transferred to the Assignee, then the Assignor shall hold as bare trustee in trust for, and at the sole cost of the Assignee, all such property and rights until they are effectively transferred to the Assignee.

4. Authority.  The Assignor represents and warrants that it has the full authority to assign the Rights without encumbrance and that it has not executed and will not execute any conflicting agreement.

47

5. Enurement.  This Agreement shall enure to the benefit of and be binding upon the parties to this Agreement and their respective successors and assigns.

6. Government Intellectual Property Offices.  The Assignor authorizes and requests that any respective government intellectual property office issue to the Assignee any and all letters patent or certificates relating to the Rights.

7. Counterparts.  This Agreement may be signed in any number of counterparts or facsimile counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same document.

IN TESTIMONY WHEREOF, we have hereunto set our hands.

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AGREED TO BY THE ASSIGNOR:
Inovio Pharmaceuticals, Inc.
(Name of Assignor)		(Jurisdiction of Incorporation)
(Authorized Signatory)
(Printed Name)		(Date)
(Title)

0000 Xxxxxx Xxxxxxx West, Building 18, Xxxxx 000, Xxxx Xxxx, XX 00000
(Address of Assignor)

WITNESS:

On this                  day of                                     , 2011, before me personally appeared                                                               , an authorized signatory of Inovio Pharmaceuticals, Inc., who freely executed the foregoing instrument as the Assignor.

(Name of Witness)

(Signature of Witness)

(Address of Witness)

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ACCEPTED BY ASSIGNEE :
OncoSec Medical Incorporated
(Name of Assignee)		(Jurisdiction of Incorporation)
(Authorized Signatory)
(Printed Name)		(Date)
(Title)

8th Floor, 000 Xxxxxxxx Xxxxxx, Xxxx, XX 00000
(Address of Assignee)

WITNESS:

On this                  day of                                     , 2011, before me personally appeared                                                               , an authorized signatory of OncoSec Medical Incorporated, who freely executed the foregoing instrument as the Assignee.

(Name of Witness)

(Signature of Witness)

(Address of Witness)

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Schedule “A”

Patents and Patent Applications

[see schedule D and E from Asset Purchase Agreement]

51