0001104659-06-000909 Sample Contracts

FORM OF WARRANTS
Common Stock Purchase Warrant • January 6th, 2006 • Inovio Biomedical Corp • Surgical & medical instruments & apparatus • New York

THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, ASSIGNED OR TRANSFERRED, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION UNDER SAID ACT IS NOT REQUIRED.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 6th, 2006 • Inovio Biomedical Corp • Surgical & medical instruments & apparatus • New York

This Agreement is being entered into pursuant to the Securities Purchase Agreement, dated as of the date hereof, by and among the Company and the Purchasers (the “Purchase Agreement”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 6th, 2006 • Inovio Biomedical Corp • Surgical & medical instruments & apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of December 16, 2005, among INOVIO BIOMEDICAL CORPORATION, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”); and

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