Exhibit
4.2


THIS WARRANT MAY NOT BE
TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER (I)
COMPLIES WITH STATE AND FEDERAL SECURITIES LAWS, (II) IS TO A NON-”U.S. PERSON”
AS DEFINED IN REGULATION S AS PROMULGATED UNDER THE SECURITIES ACT, AND (III)
IS ONLY TO A PERSON THAT AT THE TIME OF TRANSFER QUALIFIES AS (X) AN “ACCREDITED
INVESTOR” WITHIN THE MEANING OF RULE 501(A) OF REGULATION D UNDER THE
SECURITIES ACT, (Y) A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF
RULE 144A(A)(1) OF THE SECURITIES ACT OR (Z) TO AN AFFILIATE OF SUCH PURCHASER
AS THE TERM “AFFILIATE” IS DEFINED AND APPLIED UNDER RULE 501(B) OF REGULATION
D UNDER THE SECURITIES ACT.


Warrant No.        


COMMON STOCK
PURCHASE WARRANT


To Purchase [             ]  Shares
of Common Stock of

INOVIO BIOMEDICAL CORPORATION


THIS IS TO CERTIFY
THAT Asia Life Sciences Venture Consulting, Inc., or registered assigns (the “Holder”),
is entitled, during the Exercise Period (as hereinafter defined), to purchase
from Inovio Biomedical Corporation, a Delaware corporation (the “Company”),
the Warrant Stock (as hereinafter defined and subject to adjustment as provided
herein), in whole or in part, at a purchase price of $3.00 per share, all on
and subject to the terms and conditions hereinafter set forth.


1.                                       Definitions.  As used in this Warrant, the following terms
have the respective meanings set forth below:


“Appraised
Value” means, in respect of any share of Common Stock on any date herein
specified, the fair saleable value of such share of Common Stock (determined
without giving effect to the discount for (i) a minority interest or (ii) any
lack of liquidity of the Common Stock or to the fact that the Company may have
no class of equity registered under the Exchange Act) as of the last day of the
most recent fiscal month ending prior to such date specified, based on the
value of the Company on a fully-diluted basis, as determined by a nationally
recognized investment banking firm selected by the Company’s Board of Directors
and having no prior relationship with the Company.


“Business Day”
means any day except Saturday, Sunday and any day that shall be a legal holiday
or a day on which banking institutions in the State of California generally are
authorized or required by law or other government actions to close.


“Change of
Control” means the (i) acquisition by an individual or legal entity or
group (as set forth in Section 13(d) of the Exchange Act) of more than one-half
of the voting rights or equity interests in the Company; or (ii) sale, conveyance,
or other disposition of all or substantially all of the assets, property or
business of the Company or (iii) the merger into or 













consolidation with any
other corporation (other than a wholly owned subsidiary corporation where the
Company is the surviving entity) or (iv) effectuation of any transaction or
series of related transactions where holders of the Company’s voting securities
prior to such transaction or series of transactions fail to continue to hold at
least 50% of the voting power of the Company.


“Closing Date”
means the date on which this Warrant is duly executed by the Company and
delivered to the Holder hereof.


“Commission”
means the Securities and Exchange Commission or any other federal agency then
administering the Securities Act and other federal securities laws.


“Common Stock”
means (except where the context otherwise indicates) the Common Stock, $0.001
par value per share, of the Company as constituted on the Closing Date, and any
capital stock into which such Common Stock may thereafter be changed or
converted, and shall also include shares of common stock of any successor or
acquiring corporation (and/or Other Property) received by or distributed to the
holders of Common Stock of the Company in the circumstances contemplated by
Section 4.4.


“Current Market
Price” means, in respect of any share of Common Stock on any date herein
specified,


(1)                                  if
there shall not then be a public market for the Common Stock, the higher of


(a) the book value
per share of Common Stock at such date, and


(b) the Appraised
Value per share of Common Stock at such date,


or


(2)                                  if
there shall then be a public market for the Common Stock, the higher of (x) the
book value per share of Common Stock at such date, and (y) the average of the
daily market prices for the 20 consecutive Trading Days immediately before such
date. The daily market price (the “Daily Market Price”) for each such
Trading Day shall be (i) the closing price on such day on the principal stock
exchange (including Nasdaq) on which such Common Stock is then listed or
admitted to trading, or quoted, as applicable, (ii) if no sale takes place on
such day on any such exchange, the last reported closing price on such day as
officially quoted on any such exchange (including Nasdaq), (iii) if the Common
Stock is not then listed or admitted to trading on any stock exchange, the last
reported closing bid price on such day in the over-the-counter market, as
furnished by the National Association of Securities Dealers Automatic Quotation
System or the National Quotation Bureau, Inc., (iv) if neither such corporation
at the time is engaged in the business of reporting such prices, as furnished
by any similar firm then engaged in such business, or (v) if there is no such
firm, as furnished by any member of the NASD selected mutually by the Holder
and the Company or, if they cannot agree upon such selection, as selected by
two such members of the NASD, one of which shall be selected by the Holder and
one of which shall be selected by the Company.



 2
 









“Current Warrant
Price” means, in respect of a share of Common Stock at any date herein
specified, the price at which a share of Common Stock may be purchased pursuant
to this Warrant on such date. Until the Current Warrant Price is adjusted
pursuant to the terms herein, the initial Current Warrant Price shall be $3.00 per
share of Common Stock.


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, or any similar federal
statute, and the rules and regulations of the Commission thereunder, all as the
same shall be in effect from time to time.


“Exercise
Period” means the period during which this Warrant is exercisable pursuant
to Section 2.1.


“Expiration
Date” means 2012(1).


“Letter
Agreement” means that certain Letter Agreement dated as of July 13, 2007 among
the Company and Asia Life Sciences Venture Consulting, Inc., pursuant to which
this Warrant was originally issued.


“NASD”
means the National Association of Securities Dealers, Inc., or any successor
corporation thereto.


“Other Property”
has the meaning set forth in Section 4.4.


“Person”
means any individual, sole proprietorship, partnership, joint venture, trust,
incorporated organization, association, corporation, limited liability company,
institution, public benefit corporation, entity or government (whether federal,
state, county, city, municipal or otherwise, including, without limitation, any
instrumentality, division, agency, body or department thereof).


“Prospectus
Supplement” means the prospectus supplement to be filed with the Commission
pursuant to Rule 424 under the Securities Act relating to the offer and sale of
the Company’s securities, including the Warrant and Warrant Stock, as listed in
the form of prospectus included in the Registration Statement.


“Registration
Statement” means the registration statement filed with the Commission on
Form S-3 (File No. 333-134084) under the Securities Act and the rules and
regulations of the Commission thereunder, declared effective as of May 25,
2006, and such amendments to such registration statement as have been filed as
of the date of this Agreement, the exhibits and any schedules thereto, the
documents incorporated by reference therein and the documents and information
otherwise deemed to be a part thereof or included therein, including the
Prospectus Supplement and any post-effective amendment(s).


 “Securities Act” means the Securities
Act of 1933, as amended, or any similar federal statute, and the rules and
regulations of the Commission thereunder, all as the same shall be in effect at
the time.






(1) [Insert date five years after date of issuance of
this Warrant].



 3
 









“Trading Day”
means any day on which the primary market on which shares of Common Stock are
listed is open for trading.


“Transfer”
means any disposition of any Warrant or Warrant Stock or of any interest in
either thereof, which would constitute a sale thereof within the meaning of the
Securities Act.


“Warrants”
means this Warrant and all warrants issued upon transfer, division or
combination of, or in substitution for, any thereof. All Warrants shall at all
times be identical as to terms and conditions and date, except as to the number
of shares of Common Stock for which they may be exercised.


“Warrant Price”
means an amount equal to (i) the number of shares of Common Stock being
purchased upon exercise of this Warrant pursuant to Section 2.1, multiplied by
(ii) the Current Warrant Price.


“Warrant Stock”
means the [               ] shares of Common Stock to be
purchased upon the exercise hereof, subject to adjustment as provided herein.


2.                                       Exercise
of Warrant.


2.1.                              Manner
of Exercise. From and after the Closing Date, and until 5:00 P.M.,
California time, on the Expiration Date (the “Exercise Period”), the
Holder may exercise this Warrant, on any Business Day, for all or any part of
the number of shares of Warrant Stock purchasable hereunder.


In order to
exercise this Warrant, in whole or in part, the Holder shall deliver to the
Company at its principal office or at the office or agency designated by the
Company pursuant to Section 12, (i) a written notice of Holder’s election to
exercise this Warrant, which notice shall specify the number of shares of
Warrant Stock to be purchased, (ii) payment of the Warrant Price as provided
herein and (iii) this Warrant. Such notice shall be substantially in the form
of the subscription form appearing at the end of this Warrant as Exhibit A
duly executed by the Holder or its agent or attorney in fact. Upon receipt
thereof, the Company shall, as promptly as practicable, and in any event within
three Business Days thereafter, execute or cause to be executed and deliver or
cause to be delivered to the Holder a certificate or certificates representing
the aggregate number of full shares of Warrant Stock issuable upon such
exercise, together with cash in lieu of any fraction of a share, as hereinafter
provided. The stock certificate or certificates so delivered shall be, to the
extent possible, in such denomination or denominations as the Holder shall
request in the notice and shall be registered in the name of the Holder or such
other name as shall be designated in the notice. This Warrant shall be deemed
to have been exercised and such certificate or certificates shall be deemed to
have been issued, and the Holder or any other Person so designated to be named
therein shall be deemed to have become a Holder of record of such shares for
all purposes, as of the date when the notice, together with the payment of the
Warrant Price and this Warrant, is received by the Company as described above.
If this Warrant shall have been exercised in part, the Company shall, at the
time of delivery of the certificate or certificates representing Warrant Stock,
deliver to the Holder a new Warrant evidencing the rights of the Holder to
purchase the unpurchased shares of Common Stock called for by this Warrant,
which new Warrant shall in all other respects be identical with this Warrant,
or at the request of the Holder, appropriate notation may be made on this
Warrant and the same returned to the Holder.



 4
 









Payment of the
Warrant Price may be made at the option of the Holder by: (i) certified or
official bank check payable to the order of the Company or (ii) wire transfer
to the account of the Company.  All
shares of Common Stock issuable upon the exercise of this Warrant pursuant to
the terms hereof shall be validly issued and, upon payment of the Warrant
Price, shall be fully paid and nonassessable.


2.2                                 Mandatory
Exercise.  The Company may request
that the Holder exercise this Warrant (the “Mandatory Exercise”) within
thirty (30) Business Days after the date of the Mandatory Exercise Notice (as
defined below) by delivering a written notice to the Holder at such address as
the Holder shall have provided to the Company in writing pursuant to Section
14.2 hereof (the “Mandatory Exercise Notice”); provided that (i) the
Daily Market Price for twenty (20) of the thirty (30) Trading Days ending on
the date of the Mandatory Exercise Notice (as defined below), is equal to or
greater than 250% of the Current Warrant Price, (ii) sufficient shares of Common
Stock of the Company are authorized and reserved for issuance upon the full
exercise of this Warrant, (iii) the Registration Statement shall be effective,
current and available for use by the Holder in connection with sales of the
Warrant Stock at all times from the date of the Mandatory Exercise Notice
through the Mandatory Exercise Termination Date, and (iv) the Company is not in
default of any material provision of any Transaction Document (as defined in
the Securities Purchase Agreement).  The
Mandatory Exercise Notice shall set forth the Current Warrant Price and the
Daily Market Price for each of the previous twenty (20) Trading Days
immediately preceding the date of the Mandatory Exercise Notice and shall state
that this Warrant may be exercised in conformity with this Section 2.2 within
thirty (30) Business Days.  The last day
of such thirty-Business Day period is hereinafter referred to as the “Mandatory
Exercise Termination Date”.  To the
extent the Holder fails to exercise this Warrant by 5:00 pm California time of
the Mandatory Exercise Termination Date, then (i) this Warrant shall be deemed
terminated for all purposes and (ii) the Holder shall deliver to the Company
this Warrant marked “cancelled” (but the failure of the Holder to deliver this
Warrant to the Company for cancellation shall not affect the termination of
this Warrant as of the Mandatory Exercise Termination Date).


2.3.                              Fractional
Shares. The Company shall not be required to issue a fractional share of
Common Stock upon exercise of any Warrant. As to any fraction of a share which
the Holder of one or more Warrants, the rights under which are exercised in the
same transaction, would otherwise be entitled to purchase upon such exercise,
the Company shall pay an amount in cash equal to the Current Market Price per
share of Common Stock on the date of exercise multiplied by such fraction.


3.                                       Transfer,
Division and Combination.


3.1.                              Transfer.
The Warrants and the Warrant Stock shall be transferable, subject to compliance
with all applicable laws, including, but not limited to the federal and state
securities laws and the following limitations. 
This Warrant may not be transferred, assigned or otherwise disposed of
unless such transfer (i) is to a non-”U.S. person” as defined in Regulation S
as promulgated under the Securities Act, and (ii) is only to a person that at
the time of transfer 



 5
 









qualifies as (x) an “accredited
investor” within the meaning of Rule 501(a) of Regulation D under the
Securities Act, (y) a “qualified institutional buyer” within the meaning of
Rule 144A(a)(1) of the Securities Act or (z) to an affiliate of such the Holder
as the term “affiliate” is defined and applied under Rule 501(b) of Regulation
D under the Securities Act.   Any
transferee of this Warrant must also agree in writing to be subject to the same
obligations and make the same representations as the Holder did pursuant to the
Letter Agreement at the time of the Holder’s initial acquisition of the
Warrant.  Transfer of this Warrant and
all rights hereunder, in whole or in part, in accordance with the foregoing
provisions, shall be registered on the books of the Company to be maintained
for such purpose, upon surrender of this Warrant at the principal office of the
Company referred to in Section 2.1 or the office or agency designated by the
Company pursuant to Section 12, together with a written assignment of this
Warrant substantially in the form of Exhibit B hereto duly executed by
the Holder or its agent or attorney and funds sufficient to pay any transfer taxes
payable upon the making of such transfer. Upon such surrender and, if required,
such payment, the Company shall execute and deliver a new Warrant or Warrants
in the name of the assignee or assignees and in the denomination specified in
such instrument of assignment, and shall issue to the assignor a new Warrant
evidencing the portion of this Warrant not so assigned, and this Warrant shall
promptly be cancelled. Following a transfer that complies with the requirements
of this Section 3.1, the Warrant may be exercised by a new Holder for the
purchase of shares of Common Stock regardless of whether the Company issued or
registered a new Warrant on the books of the Company.


In connection with
any transfer of the Warrant Stock other than pursuant to the Registration
Statement, Rule 144 or to the Company, the Company may require the transferor
thereof to provide to the Company an opinion of counsel selected by the
transferor and reasonably acceptable to the Company, the form and substance of
which opinion and shall be reasonably satisfactory to the Company, to the
effect that such transfer does not require further registration of such
transferred Warrant Stock under the Securities Act.  As a condition of transfer, any such
transferee shall agree in writing to be subject to the same obligations and
makes the same representations as the Holder did pursuant to the Letter
Agreement at the time of the Holder’s initial acquisition of the right to the
Warrant Stock.


3.2.                              Restrictive
Legends. To the extent the Warrant is exercised at such time as the
Registration Statement is not effective, current and available for use by the
Holder in connection with the sale of all shares of the Common Stock issuable
pursuant to this Warrant, each certificate for Warrant Stock initially issued
upon the exercise of this Warrant, and each certificate for Warrant Stock
issued to any subsequent transferee of any such certificate, unless, in each
case, such Warrant Stock is eligible for resale without registration pursuant
to Rule 144(k) under the Exchange Act, shall be stamped or otherwise imprinted
with a legend in substantially the following form:


“THE SECURITIES REPRESENTED BY THIS CERTIFICATE 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.”



 6
 









3.3.                              Division
and Combination; Expenses; Books. This Warrant may be divided or combined
with other Warrants upon presentation hereof at the aforesaid office or agency
of the Company, together with a written notice specifying the names and
denominations in which new Warrants are to be issued, signed by the Holder or
its agent or attorney. Subject to compliance with Section 3.1 as to any
transfer which may be involved in such division or combination, the Company
shall execute and deliver a new Warrant or Warrants in exchange for the Warrant
or Warrants to be divided or combined in accordance with such notice. The
Company shall prepare, issue and deliver at its own expense the new Warrant or
Warrants under this Section 3. The Company agrees to maintain, at its aforesaid
office or agency, books for the registration and the registration of transfer
of the Warrants.


4.                                       Adjustments.
The number of shares of Common Stock for which this Warrant is exercisable, and
the price at which such shares may be purchased upon exercise of this Warrant,
shall be subject to adjustment from time to time as set forth in this Section
4. The Company shall give the Holder notice of any event described below which
requires an adjustment pursuant to this Section 4 in accordance with Sections
5.1 and 5.2.


4.1.                              Stock
Dividends, Subdivisions and Combinations; Reclassifications.


(a)                                  If
at any time while this Warrant is outstanding the Company shall:


(i)                                     declare
a dividend or make a distribution on its outstanding shares of Common Stock in
shares of Common Stock,


(ii)                                  subdivide
its outstanding shares of Common Stock into a larger number of shares of Common
Stock, or


(iii)                               combine
its outstanding shares of Common Stock into a smaller number of shares of
Common Stock, then:


(1)                                              the
number of shares of Common Stock acquirable upon exercise of this Warrant
immediately after the occurrence of any such event shall be adjusted to equal
the number of shares of Common Stock which a record holder of the same number
of shares of Common Stock that would have been acquirable under this Warrant
immediately prior to the record date for such dividend or distribution or the
effective date of such subdivision or combination would own or be entitled to
receive after such record date or the effective date of such subdivision or
combination, as applicable, and


(2)                                              the
Current Warrant Price shall be adjusted to equal:


(A)                                                the
Current Warrant Price in effect at the time of the record date for such
dividend or distribution or of the effective date of such subdivision or
combination, multiplied by the number of shares of Common Stock into which this
Warrant is exercisable immediately prior to the adjustment, divided by


(B)                                                  the
number of shares of Common Stock into which this Warrant is exercisable
immediately after such adjustment.



 7
 









Any adjustment
made pursuant to clause (i) of this paragraph shall become effective
immediately after the record date for the determination of stockholders
entitled to receive such dividend or distribution, and any adjustment pursuant
to clauses (ii) or (iii) of this paragraph shall become effective immediately
after the effective date of such subdivision or combination.


(b)                                 If
the Company, by reclassification of securities or otherwise, shall change any
of the securities as to which purchase rights under this Warrant exist into the
same or a different number of securities of any other class or classes or other
assets or property, this Warrant shall thereafter represent the right to
acquire such number and kind of securities or other assets or property as would
have been issuable as the result of such change with respect to the securities
that were subject to the purchase rights under this Warrant immediately prior
to such reclassification or other change and the Current Warrant Price
therefore shall be appropriately adjusted, all subject to further adjustment as
provided in this Section 4.  In any
such reclassification, appropriate provision shall be made with respect to the
rights and interests of the Holder to the end that the provisions hereof
(including, without limitation, provisions for the number of securities
purchasable or receivable upon the exercise of this Warrant) shall thereafter
be applicable, as nearly as may be, in relation to any securities or other
assets or property thereafter deliverable upon the exercise of this Warrant.


4.2.                              Certain
Other Distributions. If at any time while this Warrant is outstanding the
Company shall cause the holders of its Common Stock to be entitled to receive
any dividend or other distribution of:


(i)                                     cash,


(ii)                                  any
evidences of its indebtedness, any shares of stock of any class or any other
securities or property or assets of any nature whatsoever (other than cash or
additional shares of Common Stock as provided in Section 4.1 hereof), or


(iii)                               any
warrants or other rights to subscribe for or purchase any evidences of its
indebtedness, any shares of stock of any class or any other securities or
property or assets of any nature whatsoever, then:


(1)                                  the
number of shares of Common Stock acquirable upon exercise of this Warrant shall
be adjusted to equal the product of the number of shares of Common Stock
acquirable upon exercise of this Warrant immediately prior to the record date
for such dividend or distribution, multiplied by a fraction (x) the numerator
of which shall be the Current Warrant Price per share of Common Stock at the
date of taking such record and (y) the denominator of which shall be such
Current Warrant Price minus the amount allocable to one share of Common Stock
of any such cash so distributable and of the fair value (as determined in good
faith by the Board of Directors of the Company) of any and all such evidences
of indebtedness, shares of stock, other securities or property or warrants or
other subscription or purchase rights so distributable; and


(2)                                  the
Current Warrant Price in effect immediately prior to the record date fixed for
determination of stockholders entitled to receive such distribution shall be 



 8
 









adjusted to equal (x) the Current Warrant Price
multiplied by the number of shares of Common Stock acquirable upon exercise of
this Warrant immediately prior to the adjustment, divided by (y) the number of
shares of Common Stock acquirable upon exercise of this Warrant immediately
after such adjustment. A reclassification of the Common Stock (other than a
change in par value, or from par value to no par value or from no par value to
par value) into shares of Common Stock and shares of any other class of stock
shall be deemed a distribution by the Company to the holders of its Common
Stock of such shares of such other class of stock within the meaning of this
Section 4.2 and, if the outstanding shares of Common Stock shall be changed
into a larger or smaller number of shares of Common Stock as a part of such
reclassification, such change shall be deemed a subdivision or combination, as
the case may be, of the outstanding shares of Common Stock within the meaning
of Section 4.1.


4.3.                              Other
Provisions Applicable to Adjustments. The following provisions shall be
applicable to the making of adjustments of the number of shares of Common Stock
into which this Warrant is exercisable and the Current Warrant Price provided
for in Section 4:


(a)  When Adjustments to Be Made. The
adjustments required by Section 4 shall be made whenever and as often as any specified
event requiring an adjustment shall occur, except that any that would otherwise
be required may be postponed (except in the case of a subdivision or
combination of shares of the Common Stock, as provided for in Section 4.1) up
to, but not beyond the date of exercise if such adjustment either by itself or
with other adjustments not previously made adds or subtracts less than 1% of
the shares of Common Stock into which this Warrant is exercisable immediately
prior to the making of such adjustment. Any adjustment representing a change of
less than such minimum amount (except as aforesaid) which is postponed shall be
carried forward and made as soon as such adjustment, together with other
adjustments required by this Section 4 and not previously made, would result in
a minimum adjustment or on the date of exercise. For the purpose of any
adjustment, any specified event shall be deemed to have occurred at the close
of business on the date of its occurrence.


(b)  Fractional Interests. In computing
adjustments under this Section 4, fractional interests in Common Stock shall be
taken into account to the nearest 1/100th of a share.


(c)  When Adjustment Not Required. If the
Company undertakes a transaction contemplated under this Section 4 and as a
result takes a record of the holders of its Common Stock for the purpose of
entitling them to receive a dividend or distribution or subscription or
purchase rights or other benefits contemplated under this Section 4 and shall,
thereafter and before the distribution to stockholders thereof, legally abandon
its plan to pay or deliver such dividend, distribution, subscription or
purchase rights or other benefits contemplated under this Section 4, then
thereafter no adjustment shall be required by reason of the taking of such
record and any such adjustment previously made in respect thereof shall be
rescinded and annulled.


(d)  Escrow of Stock. If after any property
becomes distributable pursuant to Section 4 by reason of the taking of any
record of the holders of Common Stock, but prior to the occurrence of the event
for which such record is taken, the Holder exercises the Warrant during such
time, then such Holder shall continue to be entitled to receive any shares of
Common Stock issuable upon exercise hereunder by reason of such adjustment and
such shares or other property 



 9
 









shall be held in escrow
for the Holder by the Company to be issued to the Holder of this Warrant upon
and to the extent that the event actually takes place. Notwithstanding any
other provision to the contrary herein, if the event for which such record was
taken fails to occur or is rescinded, then such escrowed shares shall be
canceled by the Company and escrowed property returned to the Company.


4.4.                              Change
of Control. If there shall occur a Change of Control, then the Holder of
this Warrant shall be entitled, at such Holder’s option, either:


(a)  upon request of Holder delivered to the
Company within 10 days of receipt of notice of such Change of Control pursuant
to Section 5.2, to have the Company (or any such successor or surviving entity)
purchase this Warrant from the Holder for an aggregate purchase price, payable
in cash on the effective date of consummation of such Change of Control, equal
to the product of (i) the difference between the price to be paid in the Change
of Control transaction and the Current Warrant Price, multiplied by (ii) the
number of shares of Common Stock issuable upon exercise of this Warrant
immediately prior to the consummation of such Change of Control; or


(b)  if pursuant to the terms of such Change of
Control, shares of common stock of the successor or acquiring corporation, and/or
any cash, shares of stock or other securities or property of any nature
whatsoever (including warrants or other subscription or purchase rights) in
addition to or in lieu of common stock of the successor or acquiring
corporation (“Other Property”), are to be received by or distributed to
the holders of Common Stock of the Company, and the Holder shall not have
elected to have this Warrant purchased by the Company pursuant to Section
4.4(a) above, then the Holder of this Warrant shall have the right thereafter
to receive, upon the exercise of the Warrant, the number of shares of common
stock of the successor or acquiring corporation or of the Company, if it is the
surviving corporation, and/or the Other Property receivable upon or as a result
of such Change of Control by a holder of the number of shares of Common Stock
into which this Warrant is exercisable immediately prior to such event.


(c)  In case of any such Change of Control
described above, to the extent this Warrant has not been fully purchased by the
Company pursuant to Section 4.4(a) above, the successor or acquiring
corporation (if other than the Company) shall expressly assume the due and
punctual observance and performance of each and every covenant and condition of
contained in this Warrant to be performed and observed by the Company and all
the obligations and liabilities hereunder, subject to such modifications as may
be deemed appropriate (as determined by resolution of the Board of Directors of
the Company) in order to provide for adjustments of shares of the Common Stock
into which this Warrant is exercisable which shall be as nearly equivalent as
practicable to the adjustments provided for in Section 4.  The foregoing provisions of this Section 4
shall similarly apply to successive Change of Control transactions.


4.5.                              Other
Action Affecting Common Stock. In case at any time or from time to time the
Company shall take any action in respect of its Common Stock, other than the
payment of dividends permitted by Section 4 or any other action described in
Section 4, then, unless such action will not have a materially adverse effect
upon the rights of the holder of this Warrant, the number of shares of Common
Stock or other stock into which this Warrant is exercisable and/or 



 10
 









the purchase price
thereof shall be adjusted in such manner as may be equitable in the
circumstances; provided, that the mere authorization or issuance of additional shares
of capital stock of the Company (other than pursuant to a stock dividend) shall
not be considered any action in respect of its Common Stock.


4.6.                              Certain
Limitations. Notwithstanding anything herein to the contrary, the Company
agrees not to enter into any transaction that, by reason of any adjustment
hereunder, would cause the Current Warrant Price to be less than the par value
per share of Common Stock.


4.7.                              Stock
Transfer Taxes. The issue of stock certificates upon exercise of this
Warrant shall be made without charge to the Holder for any tax in respect of
such issue. The Company shall not, however, be required to pay any tax which
may be payable in respect of any transfer involved in the issue and delivery of
shares in any name other than that of the Holder of this Warrant, and the
Company shall not be required to issue or deliver any such stock certificate
unless and until the person or persons requesting the issue thereof shall have
paid to the Company the amount of such tax or shall have established to the
satisfaction of the Company that such tax has been paid.


5.                                       Notices
to Warrant Holders.


5.1.                              Certificate
as to Adjustments. Upon the occurrence of each adjustment or readjustment
of the Current Warrant Price, the Company, at its expense, shall promptly
compute such adjustment or readjustment in accordance with the terms hereof and
prepare and furnish to the Holder of this Warrant a certificate setting forth
such adjustment or readjustment and showing in detail the facts upon which such
adjustment or readjustment is based. The Company shall, upon the written
request at any time of the Holder of this Warrant, furnish or cause to be
furnished to such Holder a like certificate setting forth (i) such adjustments
and readjustments, (ii) the Current Warrant Price at the time in effect and
(iii) the number of shares of Common Stock and the amount, if any, or other
property which at the time would be received upon the exercise of Warrants
owned by such Holder.


5.2.                              Notice
of Corporate Action. If at any time:


(a)                                  the
Company shall take a record of the holders of its Common Stock for the purpose
of entitling them to receive a dividend (other than a cash dividend payable out
of earnings or earned surplus legally available for the payment of dividends
under the laws of the jurisdiction of incorporation of the Company) or other
distribution, or any right to subscribe for or purchase any evidences of its
indebtedness, any shares of stock of any class or any other securities or
property, or to receive any other right, or


(b)                                 there
shall be any capital reorganization of the Company, any reclassification or
recapitalization of the capital stock of the Company or any Change of Control
or any consolidation or merger of the Company with, or any sale, transfer or
other disposition of all or substantially all the property, assets or business
of the Company to, another corporation, or


(c)                                  there
shall be a voluntary or involuntary dissolution, liquidation or winding up of
the Company;



 11















then, in any one or more
of such cases, the Company shall give to the Holder (i) at least 20 days’ prior
written notice of the date on which a record date shall be selected for such
dividend, distribution or right or for determining rights to vote in respect of
any such reorganization, reclassification, merger, consolidation, sale,
transfer, disposition, dissolution, liquidation or winding up, and (ii) in the
case of any such Change of Control, reorganization, reclassification, merger,
consolidation, sale, transfer, disposition, dissolution, liquidation or winding
up, at least 20 days’ prior written notice of the date when the same shall take
place. Such notice in accordance with the foregoing clause also shall specify
(i) the date on which any such record is to be taken for the purpose of such
dividend, distribution or right, the date on which the holders of Common Stock
shall be entitled to any such dividend, distribution or right, and the amount
and character thereof, and (ii) the date on which any such Change of Control,
reorganization, reclassification, merger, consolidation, sale, transfer,
disposition, dissolution, liquidation or winding up is to take place and the
time, if any such time is to be fixed, as of which the holders of Common Stock
shall be entitled to exchange their shares of Common Stock for securities or
other property deliverable upon such Change of Control, reorganization,
reclassification, merger, consolidation, sale, transfer, disposition,
dissolution, liquidation or winding up. Each such written notice shall be
sufficiently given if addressed to the Holder at the last address of the Holder
appearing on the books of the Company and delivered in accordance with Section
12.2.


5.3.                              No
Rights as Stockholder.  This Warrant
does not entitle the Holder to any voting or other rights as a stockholder of
the Company prior to exercise and payment for the Warrant Price in accordance
with the terms hereof.


6.                                       No
Impairment.  The Company shall not by
any action, including, without limitation, amending its certificate of
incorporation or bylaws or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any
of the terms of this Warrant, but will at all times in good faith assist in the
carrying out of all such terms and in the taking of all such actions as may be
necessary or appropriate to protect the rights of the Holder against
impairment. Without limiting the generality of the foregoing, the Company will
(a) not increase the par value of any shares of Common Stock receivable upon
the exercise of this Warrant above the amount payable therefor upon such
exercise immediately prior to such increase in par value, (b) take all such
action as may be necessary or appropriate in order that the Company may validly
and legally issue fully paid and nonassessable shares of Common Stock upon the
exercise of this Warrant, and (c) use its best efforts to obtain all such
authorizations, exemptions or consents from any public regulatory body having
jurisdiction thereof as may be necessary to enable the Company to perform its
obligations under this Warrant. Upon the request of the Holder, the Company
will at any time during the period this Warrant is outstanding acknowledge in
writing, in form satisfactory to the Holder, the continuing validity of this
Warrant and the obligations of the Company hereunder.


7.                                       Reservation
and Authorization of Common Stock; Registration With Approval of Any
Governmental Authority. From and after the Closing Date, the Company shall
at all times reserve and keep available for issue upon the exercise of Warrants
such number of its authorized but unissued shares of Common Stock as will be
sufficient to permit the exercise in full of all outstanding Warrants. All
shares of Common Stock which shall be so issuable, when issued upon exercise of
any Warrant and payment therefor in accordance with the terms of such Warrant, 



 12
 









shall be duly and validly
issued and fully paid and nonassessable, and not subject to preemptive rights.
Before taking any action which would cause an adjustment reducing the Current
Warrant Price below the then par value, if any, of the shares of Common Stock
issuable upon exercise of the Warrants, the Company shall take any corporate
action which may be necessary in order that the Company may validly and legally
issue fully paid and non-assessable shares of such Common Stock at such
adjusted Current Warrant Price. Before taking any action which would result in
an adjustment in the number of shares of Common Stock for which this Warrant is
exercisable or in the Current Warrant Price, the Company shall obtain all such
authorizations or exemptions thereof, or consents thereto, as may be necessary
from any public regulatory body or bodies having jurisdiction thereof. If any
shares of Common Stock required to be reserved for issuance upon exercise of
Warrants require registration or qualification with any governmental authority
under any federal or state law before such shares may be so issued (other than
as a result of a prior or contemplated distribution by the Holder of this
Warrant), the Company will in good faith and as expeditiously as possible and
at its expense endeavor to cause such shares to be duly registered.


8.                                       Taking
of Record; Stock and Warrant Transfer Books.  In the case of all dividends or other
distributions by the Company to the holders of its Common Stock with respect to
which any provision of Section 4 refers to the taking of a record of such
holders, the Company will in each such case take such a record and will take
such record as of the close of business on a Business Day. The Company will not
at any time, except upon dissolution, liquidation or winding up of the Company,
close its stock transfer books or Warrant transfer books so as to result in
preventing or delaying the exercise or transfer of any Warrant.


9.                                       Loss
or Mutilation.  Upon receipt by the
Company from the Holder of evidence reasonably satisfactory to it of the ownership
of and the loss, theft, destruction or mutilation of this Warrant and indemnity
or security reasonably satisfactory to it and reimbursement to the Company of
all reasonable expenses incidental thereto and in case of mutilation upon
surrender and cancellation hereof, the Company will execute and deliver in lieu
hereof a new Warrant of like tenor to the Holder; provided, however, that in
the case of mutilation, no indemnity shall be required if this Warrant in
identifiable form is surrendered to the Company for cancellation.


10.                                 Office
of the Company.  As long as any of
the Warrants remain outstanding, the Company shall maintain an office or agency
(which may be the principal executive offices of the Company) where the
Warrants may be presented for exercise, registration of transfer, division or
combination as provided in this Warrant.


11.                                 Limitation
of Liability.  No provision hereof,
in the absence of affirmative action by the Holder to purchase shares of Common
Stock, and no enumeration herein of the rights or privileges of the Holder
hereof, shall give rise to any liability of the Holder for the purchase price
of any Common Stock, whether such liability is asserted by the Company or by
creditors of the Company.


12.                                 Miscellaneous.


12.1.                        Nonwaiver
and Expenses.  No course of dealing
or any delay or failure to exercise any right hereunder on the part of the
Holder shall operate as a waiver of such right or otherwise 



 13
 









prejudice Holder’s
rights, powers or remedies. If the Company fails to make, when due, any payments
provided for hereunder, or fails to comply with any other provision of this
Warrant, the Company shall pay to the Holder such amounts as shall be
sufficient to cover any third party costs and expenses including, but not
limited to, reasonable attorneys’ fees, including those of appellate
proceedings, incurred by the Holder in collecting any amounts due pursuant
hereto or in otherwise enforcing any of its rights, powers or remedies
hereunder.


12.2.                        Notice
Generally.  Any and all notices or
other communications or deliveries required or permitted to be provided
hereunder shall be in writing and shall be deemed given and effective on the
earliest of (a) one Trading Day after the date of transmission, if such notice
or communication is delivered via facsimile at the facsimile number set forth
on the signature pages attached hereto prior to 2:00 p.m. (San Diego time) on a
Trading Day, (b) two Trading Days after the date of transmission, if such
notice or communication is delivered via facsimile at the facsimile number set
forth on the signature pages attached hereto on a day that is not a Trading Day
or later than 2:00 p.m. (San Diego time) on any Trading Day, (c) the fourth
Trading Day following the date of shipment, if sent by internationally
recognized overnight courier service, or (d) upon actual receipt by the party
to whom such notice is required to be given. 
The address for such notices and communications shall be as set forth
below.  The Company shall, concurrently
with providing any notice in the manner set forth in the preceding two
sentences, transmit a copy of such notice (which copy shall not, by itself, be
deemed to constitute notice hereunder) 
by email to such email address as is set forth below.


	
  Addresses for Notice:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Inovio
  Biomedical Corporation

  	
   

  	
   

  
	
  Attention:

  	
  Peter Kies

  	
   

  	
   

  
	
   

  	
  Chief Financial
  Officer

  	
   

  	
   

  
	
  11494 Sorrento
  Valley Road

  	
   

  	
   

  
	
  San Diego, CA
  92121-1334

  	
   

  	
   

  
	
  Telephone:

  	
  (858) 597-6006

  	
   

  	
   

  
	
  Fax:

  	
  (858) 597-0451

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Asia Life
  Sciences Venture Consulting, Inc.

  	
   

  	
   

  
	
  Attention:
  Vincent Lum, Managing Partner

  	
   

  	
   

  
	
  #208-5455 West
  Boulevard

  	
   

  	
   

  
	
  Vancouver, B.C.,
  Canada V6M 3W5

  	
   

  	
   

  
	
  Telephone: (   )
       -     

  	
   

  	
   

  
	
  Fax: (   )
        -     

  	
   

  	
   

  



 


12.3.                        Successors
and Assigns. Subject to compliance with the provisions of Section 3.1, this
Warrant and the rights evidenced hereby shall inure to the benefit of and be
binding upon the successors of the Company and the successors and assigns of
the Holder. The provisions of this Warrant are intended to be for the benefit
of all Holders from time to time of this Warrant, and shall be enforceable by
any such Holder.



 14
 









12.4.                        Amendment.
 This Warrant may be modified or amended
or the provisions of this Warrant waived with the written consent of both the
Company and the Holder.


12.5.                        Severability.
 Wherever possible, each provision of
this Warrant shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Warrant shall be prohibited
by or invalid under applicable law, such provision shall be modified to the
extent of such prohibition or invalidity and with the aim of effecting the
intent of the parties to the maximum extent possible, without invalidating the
remainder of such provision or the remaining provisions of this Warrant.


12.6.                        Headings.
 The headings used in this Warrant are
for the convenience of reference only and shall not, for any purpose, be deemed
a part of this Warrant.


12.7.                        Governing
Law.  This Warrant and the
transactions contemplated hereby shall be deemed to be consummated in the State
of California and shall be governed by and interpreted in accordance with the
local laws of the State of California without regard to the provisions thereof
relating to conflicts of laws. The Company hereby irrevocably consents to the
exclusive jurisdiction of the State and Federal courts located in Los Angeles,
California in connection with any action or proceeding arising out of or
relating to this Warrant. In any such litigation the Company agrees that the
service thereof may be made by certified or registered mail directed to the
Company pursuant to Section 12.2.


[Signature Page
Follows]



 15
 









IN WITNESS
WHEREOF, Inovio Biomedical Corporation has caused this Warrant to be executed
by its duly authorized officer and attested by its Secretary.


Dated: August     , 2007


	
  

  	
  INOVIO BIOMEDICAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Avtar Dhillon

  
	
   

  	
  Title:

  	
  President & Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
   

  	
   

  	
   

  	
   

  
	
  Name: Douglas
  Murdock

  	
   

  	
   

  
	
  Title: Secretary

  	
   

  	
   

  
						



 



 16
 









EXHIBIT A


SUBSCRIPTION FORM


[To be executed
only upon exercise of Warrant]


1.                                       The
undersigned hereby elects to purchase        shares
of the Common Stock of Inovio Biomedical Corporation pursuant to the terms of
the attached Warrant, and tenders herewith payment of the purchase price of
such shares in full.


2.                                       Please
issue a certificate or certificates representing said shares in the name of the
undersigned or in such other name as is specified below:


	
  

  	
   

  	
   

  
	
   

  	
  (Name)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Address)

  	
   

  



 


[and, if such shares of
Common Stock shall not include all of the shares of Common Stock issuable as
provided in this Warrant, that a new Warrant of like tenor and date for the
balance of the shares of Common Stock issuable hereunder be delivered to the undersigned.]


	
  

  	
   

  
	
  (Name of
  Registered Owner)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Signature of
  Registered Owner)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Street Address)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Country)(Postal
  Code)

  	
   

  



 


NOTICE: The signature on this subscription must
correspond with the name as written upon the face of the Warrant in every
particular, without alteration or enlargement or any change whatsoever.



 17
 









EXHIBIT B


ASSIGNMENT FORM


FOR VALUE RECEIVED the undersigned registered owner of
this Warrant for the purchase of shares of common stock of Inovio Biomedical
Corporation hereby sells, assigns and transfers unto the Assignee named below
all of the rights of the undersigned under this Warrant, with respect to the
number of shares of common stock set forth below:


	
  

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Name and Address
  of Assignee)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Number of
  Shares of Common Stock)

  	
   

  



 


and does hereby irrevocably constitute and appoint             
attorney-in-fact to register such transfer on the books of the Company,
maintained for the purpose, with full power of substitution in the premises.


	
  Dated:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Print Name and
  Title)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Signature)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Witness)

  	
   

  



 


NOTICE: The signature on this assignment must
correspond with the name as written upon the face of the Warrant in every particular,
without alteration or enlargement or any change whatsoever.



 18