Exhibit
4.24


EXHIBIT A


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, AND THE TRANSFEREE
HAS COMPLIED WITH THE REQUIREMENTS OF SECTION 3.1 HEREOF.


Warrant No.
W-2006-WT-•


COMMON STOCK
PURCHASE WARRANT


To Purchase [                        ]
Shares of Common Stock of


INOVIO BIOMEDICAL
CORPORATION


THIS IS TO CERTIFY
THAT •, or its 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 $2.87 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 most recent
practicable date, 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 (the fees of which shall be paid by 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.


“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 $2.87 per share of Common Stock.



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“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 January 14, 2011.


“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).


 “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.


“Securities
Purchase and Exchange Agreement” means that certain Securities Purchase and
Exchange Agreement dated as of September 15, 2006  among
the Company, its subsidiary Inovio Asia Pte. Ltd., and the other parties named
therein, pursuant to which this Warrant was originally issued.


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


 “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 



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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. 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.


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, and (iii) the Registration Statement (as such term is defined
in the Registration Rights Agreement) 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 



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and Exchange
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.  If, at the
time of the surrender of this Warrant in connection with any transfer of this
Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock,
as applicable, shall not be registered under the Securities Act, the Company
may require, as a condition of allowing such transfer, (i) that the Holder or
transferee of this Warrant or the Warrant Stock as the case may be, furnish to
the Company a written opinion of counsel that is reasonably acceptable to the
Company to the effect that such transfer may be made without registration under
the Securities Act, (ii) that the Holder or transferee execute and deliver to
the Company an investment letter in form and substance acceptable to the
Company and substantially in the form attached as Exhibit C hereto and
(iii) that the transferee be (A) an “accredited investor” as defined in Rule
501(a) promulgated under the Securities Act, (B) a non-US Person (within the
meaning of Regulation S promulgated under the Securities Act, or (C) an
affiliate of the Holder, as defined and applied under Rule 501(b) of Regulation
D under the Securities Act.  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 



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new Warrant on the books
of the Company.


3.2.          Restrictive Legends. 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 or has been registered under an effective registration statement
for resale, shall be stamped or otherwise imprinted with legends in
substantially the following form:


“THE SECURITIES
EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (TOGETHER WITH THE REGULATIONS PROMULGATED THEREUNDER, THE “SECURITIES
ACT”), OR ANY STATE OR OTHER SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR
SALE, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF
WITHIN THE UNITED STATES (AS THAT TERM IS DEFINED IN REGULATION S PROMULGATED
UNDER THE SECURITIES ACT) OR TO A U.S. PERSON (AS THAT TERM IS DEFINED IN
REGULATION S) IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER
SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS, UNLESS AN EXEMPTION FROM
SUCH REGISTRATION IS AVAILABLE.  HEDGING
TRANSACTIONS INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN
COMPLIANCE WITH THE SECURITIES ACT.  ANY
PERSON ACCEPTING ANY INTEREST IN THE SECURITIES REPRESENTS THAT IT IS NOT A
U.S. PERSON AND IS ACQUIRING SUCH SECURITIES IN AN OFFSHORE TRANSACTION
PURSUANT TO RULE 903 OR 904 OF REGULATION S.”


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.          (a) 
Stock Dividends, Subdivisions and Combinations. 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,


 



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(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.


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)           Reclassification.  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,



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(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 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 



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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 of this Warrant exercises the
Warrant during such time, then the 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 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 the price to be paid per share 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 



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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 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, 



 10
 









(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 by 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;


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 in 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 in 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 in 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
14.2.


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 of 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 



 11
 









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, 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.             Registration
Rights. The resale of the Warrant Stock shall be registered in accordance
with the terms and conditions contained in that certain Registration Rights 



 12
 









Agreement dated of even
date hereof, among the Holder, the Company and the other parties named therein
(the “Registration Rights Agreement”). The Holder acknowledges that
pursuant to the Registration Rights Agreement, the Company has the right to
request that the Holder furnish information regarding such Holder and the
distribution of the Warrant Stock as is required by law or the Commission to be
disclosed in the Registration Statement (as such term is defined in the Registration
Rights Agreement), and the Company may exclude from such registration the
shares of Warrant Stock acquirable hereunder if Holder fails to furnish such
information within a reasonable time prior to the filing of each Registration
Statement, supplemented prospectus included therein and/or amended Registration
Statement.


10.           Supplying Information. Upon
any default by the Company of its obligations hereunder or under the
Registration Rights Agreement or the Securities Exchange and Purchase
Agreement, the Company shall cooperate with the Holder in supplying such
information as may be reasonably necessary for such Holder to complete and file
any information reporting forms presently or hereafter required by the
Commission as a condition to the availability of an exemption from the
Securities Act for the sale of any Warrant or Common Stock.


11.           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 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.


12.           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.


13.           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.


14.           Miscellaneous.


14.1.        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 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.


 



 13















14.2.        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:

  Fax:

  	
  (858) 597-6006

  (858) 597-0451

  
	
   

  
	
  [Insert Address for Holder ]

  
				



 


14.3.        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.


14.4.        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.


14.5.        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.


14.6.        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.



 14
 









14.7.        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 14.2.


[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:
                              ,
  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)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (State) (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
 









EXHIBIT C


FORM OF INVESTMENT
REPRESENTATION LETTER


In connection with the acquisition of [warrants (the “Warrants”)
to purchase           shares of
common stock of Inovio Biomedical Corporation (the “Company”), par value $0.001
per share (the “Common Stock”)][         
shares of common stock of Inovio Biomedical Corporation (the “Company”), par
value $0.001 per share (the “Common Stock”) issued upon the exercise of
warrants by               
(the “Securities”)], by                                
(the “Holder”) from                                
(the “Transferor”):


The Holder hereby represents and warrants to the
Company that it (a) (i) is an “Accredited Investor” as that term is defined in
Rule 501 of Regulation D promulgated under the Securities Act of 1933, as
amended (the “Securities Act”), (ii) is a “Qualified Institutional Buyer”
within the meaning of Rule 144A(a)(1) of the Securities Act, or (iii) is an “affiliate”
of the Transferor as that term is defined in Rule 501 of Regulation D; and (b)
has the ability to bear the economic risks of such Holder’s prospective
investment, including a complete loss of Holder’s investment in the [Warrants
and the shares of Common Stock issuable upon the exercise thereof
(collectively, the “Securities”)][Securities].


The Holder, by acceptance of the [Warrants][Securities],
represents and warrants to the Company that it shall only transfer the
Securities (i) in a transaction meeting the requirements of Regulation S under
the Securities Act, including without limitation, where the offer (A) is not
made to a person in the United States and either (x) at the time the buy order
is originated, the buyer is outside the United States or the Company and any
person acting on the undersigned’s behalf reasonably believe that the buyer is
outside the United States, or (y) the transaction is executed in, on or through
the facilities of a designated offshore securities market and neither the
seller nor any person acting on the undersigned’s behalf knows that the
transaction has been pre-arranged with a buyer in the United States, and (B) no
direct selling efforts shall be made in the United States by the buyer, an
affiliate or any person acting on their behalf, or (ii) in a transaction
registered under the Securities Act or pursuant to an exemption from such
registration.


The Holder acknowledges that (i) the issuance of the
Securities by the Company has  not been
registered under the Act, (ii) the Securities are “restricted securities” and
the certificate(s) representing the Securities shall bear the following legend,
or a similar legend to the same effect, unless (i) [in the case of the shares
of Common Stock underlying the Warrants, such shares][the Securities] shall
have been registered for resale by the Holder under the Act and effectively
been disposed of in accordance with a registration statement that has been
declared effective; or (ii) in the opinion of counsel for the Company such
Securities may be sold without registration under the Act.  The Securities shall bear the following
legend:


“THE SECURITIES
EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (TOGETHER WITH THE REGULATIONS PROMULGATED THEREUNDER, THE “SECURITIES
ACT”), OR ANY STATE OR OTHER SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR
SALE, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR 



 19
 









OTHERWISE DISPOSED
OF WITHIN THE UNITED STATES (AS THAT TERM IS DEFINED IN REGULATION S
PROMULGATED UNDER THE SECURITIES ACT) OR TO A U.S. PERSON (AS THAT TERM IS
DEFINED IN REGULATION S) IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
FILED UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS, UNLESS AN
EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. 
ANY PERSON ACCEPTING ANY INTEREST IN THE SECURITIES REPRESENTS THAT IT
IS NOT A U.S. PERSON AND IS ACQUIRING SUCH SECURITIES IN AN OFFSHORE
TRANSACTION PURSUANT TO RULE 903 OR 904 OF REGULATION S.  HEDGING TRANSACTIONS INVOLVING SUCH
SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”



 20
 









IN WITNESS WHEREOF, the Holder has caused this
Investment Representation Letter to be executed in its corporate name by its
duly authorized officer this         
day of                       
200   .


[Name]


	
  By

  	
   

  	
  

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  



 



 21