Exhibit 4.1


August 3rd, 2007


	
  

  	
   

  	
  [ALVC Logo]          

  
	
   

  	
   

  	
   

  
	
  To:

  	
   

  	
  Dr. Avtar Dhillon

  
	
   

  	
   

  	
  President & CEO

  
	
   

  	
   

  	
  Inovio Biomedical Corporation

  
	
   

  	
   

  	
  11494 Sorrento Valley Road

  
	
   

  	
   

  	
  San Diego, CA 92121-1318

  
	
   

  	
   

  	
  USA

  
	
   

  	
   

  	
  Tel: 858-410-3117

  
	
   

  	
   

  	
  Fax: 858-597-0451

  



 


Dear Avtar:


This letter agreement (the “Agreement”)
will confirm the understanding and agreement between Asia Life Sciences
Venture Consulting Inc.  (“ALVC”) and Inovio Biomedical Corporation (the “Company” or “Inovio”) as
follows:


The Company hereby engages ALVC on a non-exclusive basis for the
purpose of (a) providing services on matters concerning investor and public
relations, including but not limited to making introductions to brokers,
analysts, institutional money managers, and other potential investors based in
the territory (“Territory,” as defined below); (b) identifying opportunities
for the license/sale (“License,” as defined below) of all or part of one of the
Company’s therapy programs (“Program,” as more fully described on Exhibit B
hereto); (c) advising the Company concerning opportunities for such License; and
(d) as involved in and as requested by the Company, participating on the
Company’s behalf in negotiations concerning such License.


1.               ALVC hereby
accepts the engagement described in paragraph 1 and, in that connection, agrees
to do the following, as requested by the Company:


(a)                                  prepare at Inovio’s request a descriptive
memorandum concerning the Program, which memorandum shall not be made available
to or used in discussions with prospective Licensees until both it and
its use for that purpose have been approved by the Company;


(b)                                 develop
and review with the Company, a list of parties, approved in advance by the
Company, who might be interested in Licensing the Program (the “List”) and
contact parties on the List only as approved by the Company; and


(c)                                  consult
with and advise the Company concerning opportunities for the License of the
Program which have been identified by ALVC and, if so requested by the Company,
participate on the Company’s behalf in negotiations for such License.













2.               For purposes of
this Agreement:


(a)                                  A
“License” of the Program shall mean any transaction or series or combination of
transactions (regardless of the form or structure thereof) within the Territory
whereby, directly or indirectly, control of or a material interest in the
Program is transferred for consideration.


(b)                                 The
“Territory” is defined herein as North and South America, Europe, Asia, the
countries of the former Soviet Union, the Middle East, and Africa. ALVC hereby
acknowledges that the Territory may overlap with the geographical territory
covered by the Company’s other consulting arrangements and that the Company may
already be in contact with certain prospective Licensees in one or more
segments of the Territory through other channels.


3.


(a)          The Company and ALVC
shall mutually agree on the names of parties whom ALVC plans to contact
concerning a License, which parties shall be set forth as the “List” as memorialized
on Exhibit A hereto.


Beginning from the date of execution of this Agreement
(the “Execution Date”), ALVC will on a regular basis, but no less frequently
than once every 30 calendar days, provide written statements (“Periodic Reports”)
to the Company with respect to parties it has contacted and parties that have
contacted it in connection with the possible License of the Program.  The inclusion on the List of any parties that
have independently contacted ALVC in connection with a possible License shall
be at the Company’s discretion; the Company shall always have the right to
exclude a prospective Licensee from the List, whether because it deems such
prospective Licensee unsuitable or because it is already in contact with such
prospective Licensee through other channels. 
Each Periodic Report will be deemed complete and accurate as submitted,
if within five business days after submission (i) ALVC has not submitted to the
Company any corrections or addenda thereto and (ii) the Company has not
submitted any questions or requests for corrections or addenda thereto to ALVC.


The parties will amend the List from time to time to
add the names of parties as to which the Company, in its sole discretion, has
given ALVC explicit, written, prior authorization to approach on the 













Company’s behalf. 
(Such parties shall either have been named by ALVC on a Periodic Report
to the Company or shall have been identified by the Company to ALVC.)  ALVC shall not approach any potential
licensee on the Company’s behalf until it receives explicit, written, prior
authorization to do so from the Company.


(b)         The Company covenants to
make available to ALVC all information concerning the Program which ALVC
reasonably requests in connection with the performance of its obligations hereunder,
to the extent the Company has the legal right to disclose such
information.  All such information
provided by or on behalf of the Company shall be reasonably complete and
accurate and not misleading, and ALVC shall be entitled to reasonably rely upon
the accuracy and completeness of all such information without independent
verification.  The Company shall continue
to advise ALVC regarding any material developments or matters relating to the
Program which occur during the term of ALVC’s engagement hereunder, to the
extent the Company has the legal right to do so.  ALVC shall not be at liberty to disclose any
information regarding the Program, other than the information provided by the
Company pre-approved for such disclosure, to any third party, including any
prospective Licensee, until such third party has entered into a Confidential
Disclosure Agreement with the Company, in substantially the form attached
hereto as Exhibit C.  ALVC further
covenants to return any and all materials and information regarding the Program
promptly upon any termination of this Agreement, including seeking return of
any materials


4.               The Company may
refuse to discuss or negotiate a License with any party for any reason
whatsoever and may terminate negotiations with any prospective Licensee at any
time.


5.               As compensation for
the services rendered by ALVC hereunder, the Company shall pay ALVC as follows:


(a)          Non-Refundable Retainer
Fee - Non-refundable fee payable by the issuance and delivery in two tranches
of up to 230,000 shares of common stock
of the Company (the “Company Shares”) and warrants to purchase up to 150,000
shares of the common stock of the Company exercisable for five years from the
date of issuance (the “Company Warrants”), as follows:


i.               The market value
for the Company Shares shall be (i) the closing price per share of the Company’s
common stock as reported on AMEX on the day prior to the Execution Date, or
(ii) the closing price per share of the Company’s common 













stock as reported on the
AMEX on the Execution Date, if such execution occurs after 4:00 p.m. Eastern
Time.  The exercise price of the Company
Warrants shall be USD$3.00 per share.


ii.            On the third business
day after the Effective Date, as defined in Section 5(a)(v) below, (the “First
Delivery Date”), the Company shall deliver to ALVC 115,000 Company Shares and
75,000 Company Warrants.


iii.            ALVC’s first Periodic
Report shall be delivered to the Company no sooner than the first business day
after the Effective Date and no later than the thirtieth (30th) day after the Execution Date; within
five (5) business days from the date of the Company’s receipt of such Periodic
Report, the Company shall deliver to ALVC another 115,000 Company Shares and
75,000 Company Warrants (the “Second Delivery Date”).


iv.           In the event ALVC fails to submit the first
Periodic Report within the thirty-day period from the Execution Date, the
Company shall have no obligation to deliver the balance of the Company Shares
and Company Warrants until such time as a satisfactory Periodic Report is
received by the Company. In the event the Company chooses to terminate the
Agreement prior to the delivery of the first Periodic Report, the Company shall
have no obligation to deliver the balance of the Company Shares and Company
Warrants.  Under no circumstances will
the Company have any obligation to pay the balance of the non-refundable
retainer in cash or using consideration other than the Company Shares and
Company Warrants.


v.              Within two days of the
Execution Date, the Company shall file with the Securities and Exchange
Commission (the “SEC”) a prospectus supplement relating to the issuance and
sale of the Company Shares and Company Warrants to be issued by it pursuant
hereto, including the shares of common stock underlying the Company Warrants,
and the Company shall deliver the same to ALVC along with its base prospectus dated May 25, 2006 that the
Company heretofore filed with the SEC, and ALVC  shall acknowledge receipt thereof in writing.  Within two days of the Execution Date, the
Company shall provide official notice of this Agreement to the American Stock
Exchange (“AMEX”) and request approval for the additional listing of the shares
of common stock issuable pursuant hereto; no Company Shares or Company Warrants
shall be issued and delivered until the Company receives official notice of
such approval from AMEX (the “Effective Date”).













vi.           ALVC hereby represents and warrants to the Company that (i) it is
acquiring the Company Shares and Company Warrants for its own account for
investment and not with a present view towards the distribution thereof; provided, however, that by making the foregoing
representation, ALVC  does
not agree to hold the Company Shares and Company Warrants for any minimum or
other specific term and reserves the right to dispose of the Company Shares and
Company Warrants at any time; (ii) ALVC
does not have any contract, understanding, or arrangement with any person to
sell, transfer, or grant participation to such person or any third person with
respect to the Company Shares and Company Warrants; and (iii) from the date 30
days prior to the Execution Date through 48 hours after the earlier of the Second
Delivery Date or termination of this Agreement, there will be no short selling
of Inovio stock by ALVC or by any of its principals, managers, members, or
affiliates.  For purposes of this Section 5(a)(vi), a “Short Sale”
by a ALVC or one of the individuals listed above means a sale of the Company’s
common stock that is marked as a short sale and that is executed at a time when
the selling party has no equivalent offsetting long position in the Company’s
common stock.  For purposes of determining whether ALVC or an individual
has an equivalent offsetting long position in the common stock, all common
stock and all common stock that would be issuable upon conversion or exercise
in full of all common stock equivalents then held by such selling party
(assuming that such common stock equivalents were then fully convertible or
exercisable, notwithstanding any provisions to the contrary, and giving effect
to any conversion or exercise price adjustments scheduled to take effect in the
future) shall be deemed to be held long by such selling party.


(b)         The Company shall have no
obligation to make any other payments to ALVC hereunder with respect to any consideration
received under any License, sale of product, or acquisition considered or
entered into with any party, whether or not on the List, regardless of whether
such License or other sales or acquisition arrangement is executed during the
term of ALVC’s engagement hereunder or at any time following the effective
termination of ALVCs engagement hereunder.


6.               The Company shall
reimburse ALVC upon request for its reasonable professional and legal fees incurred
in connection with its engagement hereunder. Members of ALVC will  travel economy class.  To be eligible for such reimbursement, any
expense in excess of $100 shall require prior written authorization of the
Company.













7.               In acknowledgment
of the proprietary information likely to be obtained by ALVC with regard to the
Company and its opportunities, ALVC represents that it currently does not
represent and covenants that during the term of this Agreement it  will not represent any other entity
engaged in the field of electroporation.


8.               The
Company shall:


(a)                                  Indemnify
ALVC and hold it harmless against any and all losses, claims, damages or
liabilities actually incurred by ALVC as a result of third-party claims against
ALVC in connection with the rendering of services by ALVC hereunder or the
rendering of additional services by ALVC as requested in writing by the Company
that are related to the services rendered hereunder, expressly excluding,
however, any losses, claims, damages, or liabilities incurred in connection
with a dispute between the parties in connection with any alleged breach by a
party of its obligations hereunder, and any losses, claims, damages or
liabilities resulting from the negligence or willful misconduct of ALVC; and


(b)                                 Reimburse
ALVC for any reasonable legal or other expenses actually incurred by it in
connection with investigating, preparing to defend or defending, or providing
evidence in or preparing to serve or serving as a witness with respect to, any
third-party lawsuits, investigations, claims or other proceedings in connection
with the rendering of services by ALVC hereunder or the rendering of additional
services by ALVC, as requested by the Company in writing, that are related to
the services rendered hereunder, expressly excluding, however, any expenses incurred
in connection with a dispute between the parties in connection with any alleged
breach by a party of its obligations hereunder), or resulting from the
negligence or willful misconduct of ALVC.


The Company agrees that the indemnification and
reimbursement commitments set forth in this paragraph 9 shall apply whether or
not ALVC is a formal party to any such lawsuits, investigations, claims or
other proceedings and that such commitments shall extend upon the terms set
forth in this paragraph to any controlling person, affiliate, director,
officer, or employee of ALVC (each, with ALVC, an “Indemnified Person”).  The Company further agrees that, without ALVC’s
prior written consent, it will not enter into any settlement of a lawsuit,
claim or other proceeding arising out of the transactions 













contemplated by this Agreement and materially
involving ALVC’s interests, which consent will not unreasonably be withheld.


In connection with the foregoing, the Company at its
own expense shall provide legal counsel for itself and the Indemnified Persons,
which in the absence of irreconcilable conflict may be one and the same.


9.               Except as
contemplated by the terms hereof or as required by applicable law or pursuant
to an order entered or subpoena issued by a court of competent jurisdiction,
ALVC shall keep confidential all material non-public information provided to it
by the Company, and shall not disclose such information to any third party,
other than such of its employees and advisors as ALVC determines to have a need
to know, and provided that such employees and advisors are informed of and
agreed to be bound by this section and the other provisions relating to the
access of ALVC to the Company’s proprietary information found in paragraphs
4(b) and 8.


10.         The term of ALVC’s
engagement hereunder shall be twenty-four (24) months from the Execution Date,
unless terminated sooner as set forth below. 
Subject to the provisions of paragraphs 4, 5(b), 8, 9, 12 and 13, which
shall survive any termination or expiration of this Agreement, either party may
terminate ALVC’s engagement hereunder at any time by giving the other party at
least thirty (30) days prior written notice. Immediately upon receipt of such
notice, ALVC shall cease all activity on the Company’s behalf, and ALVC shall
neither solicit nor accept any solicitations of interest in the Program from
third parties.  Following termination,
the Company shall owe ALVC no further fees, except as set forth in paragraph 5
and 6.


11.         Nothing in this
Agreement, expressed or implied, is intended to confer or does confer on any
person or entity other than the parties hereto or their respective successors
and assigns, and to the extent expressly set forth herein, the Indemnified
Persons, any rights or remedies under or by reason of this Agreement or as a
result of the services to be rendered by ALVC hereunder.  The parties acknowledge that ALVC is not
acting as an agent of the Company or in a fiduciary capacity with respect to
the Company and that ALVC is not assuming any duties or obligations other than
those expressly set forth in this Agreement.


12.         The invalidity or
unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provisions of this Agreement, which
shall remain in full force and effect.













13.         This Agreement may not be
amended or modified except in writing signed by each of the parties and shall
be governed by and construed and enforced in accordance with the laws of the
State of California. Any right to trial by jury with respect to any lawsuit,
claim or other proceeding arising out of or relating to this Agreement or the
services to be rendered by ALVC hereunder is expressly and irrevocably waived
to the extent possible under applicable law.


14.         The parties acknowledge
that ALVC’s duty to perform services hereunder is not transferable or assumable
by any third party, including any individual affiliated with or any successor
entity to ALVC, without the prior written consent of the Company; if ALVC shall
become unable to perform the services contemplated by this agreement due to
insolvency, bankruptcy, dissolution, or liquidation, the Company may immediately
terminate this agreement at its discretion, regardless of the notice
requirement in Section 10 and with no further payment or other obligations to
ALVC.













If the foregoing correctly sets forth the
understanding and agreement between ALVC and the Company, please so indicate in
the space provided for that purpose below, whereupon this letter shall
constitute a binding agreement as of the date hereof.


	
  

  	
  Asia Life Sciences
  Venture Consulting Inc.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  

  	
  By: 

  	
  /s/ Vincent Lum

  	
  Date: 

  	
  Aug 3/07

  	
   

  
	
   

  	
   

  	
  Vincent Lum,
  Managing Partner

  	
   

  	
   

  	
   

  



 


	
  AGREED:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Inovio Biomedical Corporation

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:   /s/ Avtar Dhillon

  	
   

  	
  Date:  

  	
  8/3/07

  	
   

  
	
  Name: Avtar Dhillon, MD

  	
   

  	
   

  
	
  Title: President and CEO

  	
   

  	
   

  
					



 


[EXHIBITS, WHICH ARE NOT RELEVANT TO THE ISSUANCE AND
SALE OF INOVIO SHARES, WARRANTS OR WARRANT SHARES, THE CONSIDERATION THEREFOR
OR THE TERMS THEREOF HAVE BEEN OMITTED]