0001104659-06-072952 Sample Contracts

SECURITIES PURCHASE AND EXCHANGE AGREEMENT
Securities Purchase and Exchange Agreement • November 9th, 2006 • Inovio Biomedical Corp • Surgical & medical instruments & apparatus • California

This Securities Purchase and Exchange Agreement (this “Agreement”) is dated as of September 15, 2006, among INOVIO BIOMEDICAL CORPORATION, a Delaware corporation (the “Company”), the Company’s wholly-owned subsidiary, INOVIO ASIA PTE LTD., a company incorporated in the Republic of Singapore (“IAPL”) 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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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 9th, 2006 • Inovio Biomedical Corp • Surgical & medical instruments & apparatus • California

This Agreement is being entered into pursuant to the Securities Purchase and Exchange Agreement, dated as of the date hereof, by and among the Company, its subsidiary, Inovio Asia Pte. Ltd., incorporated in the Republic of Singapore (“IAPL”), and the Purchasers (the “Purchase Agreement”).

LICENSE AGREEMENT
License Agreement • November 9th, 2006 • Inovio Biomedical Corp • Surgical & medical instruments & apparatus • California

This License Agreement (the “Agreement”) is entered into this 15th day of September 2006 (the “Effective Date”), by and between Inovio Biomedical Corporation, a corporation organized and existing under the laws of the State of California, U.S.A., and having a principal place of business at 11494 Sorrento Valley Road, San Diego, California, U.S.A. 92121 (“Inovio” or “Licensor”), and Inovio Asia Pte Ltd. , a corporation incorporated and existing under the laws of the Republic of Singapore and having a principal place of business at c/o Rajah & Tann, 4 Battery Road #26-01 Bank of China Building, Singapore, 049908 (“IAPL” or “Licensee”). Inovio and IAPL may each be referred to herein individually as a “Party” and collectively as the “Parties.”

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