EX-4.1






Exhibit 4.1




REGISTRATION RIGHTS AGREEMENT




REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 25, 2005 (the “Effective
Date”), by and among GENETRONICS BIOMEDICAL CORPORATION, a corporation organized under the laws of
the State of Delaware (the “Company”), and the undersigned (the “Shareholders”).




WHEREAS:



A. The Company and the Shareholders have entered into a Stock Purchase Agreement dated January
25, 2005 (the “Stock Purchase Agreement”) capitalized terms used herein and not otherwise defined
herein shall have the respective meanings set forth in the Stock Purchase Agreement). In connection
with the Stock Purchase Agreement, the Company has agreed, upon the terms and subject to the
conditions contained therein, to issue to the Shareholders shares of the Company’s Series D
Preferred Stock, $0.001 par value (the “Preferred Stock”). The Preferred Stock consists of the
following shares: (i) shares issuable to the Shareholders immediately upon the Closing of the Stock
Purchase Agreement (the “Closing Shares”) and (ii) shares issuable to the Shareholders upon the
achievement of certain milestones set forth in section 1.4 of the Stock Purchase Agreement (the
“Milestone Shares”). The Preferred Stock shall be automatically converted into shares of the
Company’s common stock, par value $0.001 (the “Common Stock”) at the times and upon the terms and
conditions set forth in the Stock Purchase Agreement. The shares of Common Stock issuable upon
conversion of the Closing Shares held by the Shareholders are referred to herein as the
“Genetronics Closing Shares.” The shares of Common Stock issuable upon conversion of the Milestone
Shares held by the Shareholders are referred to herein as the “Genetronics Milestone Shares.”



B. To induce the Shareholders to execute and deliver the Stock Purchase Agreement, the Company
has agreed to provide certain registration rights under the Securities Act of 1933, as amended, and
the rules and regulations thereunder, or any similar successor statute (collectively, the
“Securities Act”), and applicable state securities laws;



NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and the Shareholders, intending to be legally bound, hereby agree as
follows:




1. DEFINITIONS.




As used in this Agreement, the following terms shall have the following meanings:



(i) “Shareholders” shall have the meaning set forth in the introductory paragraph of this
Agreement and shall include any transferees or assignees who agree to become bound by the
provisions of this Agreement in accordance with Section 9 hereof.



(ii) “register,” “registered,” and “registration” refer to a registration effected by
preparing and filing a Registration Statement or Statements in compliance with the Securities Act
and pursuant to Rule 415 under the Securities Act or any successor rule providing for offering
securities on a continuous basis (“Rule 415”), and the declaration or ordering of effectiveness of
such Registration Statement by the United States Securities and Exchange Commission (the “SEC”).




(iii) “Registrable Closing Securities” means the Genetronics Closing Shares.




(iv) “Registrable Milestone Securities” means the Genetronics Milestone Shares.



(v) “Registrable Securities” means the Genetronics Closing Shares and the Genetronics
Milestone Shares.



(vi) “Registration Statement” means one or more registration statements of the Company under
the Securities Act registering all of the Registrable Securities, including the Closing
Registration Statements, any Uncovered Closing Shares Amendments, Uncovered Closing Shares
Registration Statements, Milestone Registration Statements, any Uncovered Milestone Shares
Amendments and any Uncovered Milestone Shares Registration Statements (each, as defined below).




2. REGISTRATION.



a. Mandatory Closing Share Registration. The Company shall file with the United
States Securities and Exchange Commission (“SEC”), on the date which is on or before Ninety (90)
calendar days after the Closing Date (the “Closing Share Filing Deadline”) a Registration Statement
on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is
then available to effect a registration of the Registrable Securities) covering the resale of the
Genetronics Closing Shares (the “Closing Registration Statement”) which shall become effective
within One Hundred Eighty (180) calendar days after the Closing Date. The Registrable Closing
Securities included in each Closing Registration Statement shall be registered on behalf of the
Shareholders as set forth in Section 11(k) hereof. The Closing Registration Statement (and each
amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall
be provided to the Shareholders and their counsel at least two (2) Business Days prior to its
filing or other submission. If for any reason (including, but not limited to, a determination by
the staff of the SEC that all or any portion of the Registrable Closing Securities cannot be
included in each Closing Registration Statement (an “SEC Determination”)) the Closing Registration
Statement declared effective by the SEC does not include all of the Registrable Closing Securities
(any such shares that are not included being the “Uncovered Closing Shares”), the Company shall
prepare and file with the SEC, as soon as practicable, but in any event prior to the tenth (10th)
business day after becoming aware of the existence of any Uncovered Closing Shares (such date
referred to herein as the “Uncovered Closing Share Filing Deadline”), either (a) an amendment (the
“Uncovered Closing Shares Amendment”) to the Closing Registration Statement effecting a
registration of the Uncovered Closing Shares or (b) a registration statement which registers the
Uncovered Closing Shares (the “Uncovered Closing Shares Registration Statement”). The Uncovered
Closing Shares Amendment or the Uncovered Closing Shares Registration Statement (and each amendment
or supplement thereto, and each request for acceleration of effectiveness thereof) shall be
provided to the Shareholders and their counsel at least concurrently with its filing or other
submission. The Company shall use its reasonable efforts to cause the Closing Registration
Statements and the Uncovered Closing Shares Amendment or the Uncovered Closing Shares Registration
Statement to become effective as soon as practicable after the filing thereof. The Company shall
use its reasonable efforts to cause the Closing Registration Statement required to be filed
pursuant to this Section 2(a) to become effective as soon as practicable, but, as to any Uncovered
Closing Shares Amendment or Uncovered Closing Shares Registration Statement, in no event later than
the 60th day after the Uncovered Closing Shares Filing Deadline.



b. Mandatory Milestone Share Registration. The Company shall file with the SEC, on
the date which is on or before Ninety (90) calendar days after the issuance of any Milestone Shares
(the “Milestone Share Filing Deadline”) a Registration Statement on Form S-3 (or, if Form S-3 is
not then available, on such form of Registration Statement as is then available to effect a
registration of the Registrable Securities) covering the resale of the Genetronics Milestone Shares
(the “Milestone Registration Statement”) which shall become effective within One Hundred Eighty
(180) calendar days after the Closing Date. The Registrable Milestone Securities included in each
Milestone Registration Statement shall be registered on behalf of the Shareholders as set forth in
Section 11(k) hereof. The Milestone Registration Statement (and each amendment or supplement
thereto, and each request for acceleration of effectiveness thereof) shall be provided to the
Shareholders and their counsel at least two (2) Business Days prior to its filing or other
submission. If for any reason (including, but not limited to, a determination by the staff of the
SEC that all or any portion of the Registrable Milestone Securities cannot be included in each
Milestone Registration Statement (an “SEC Determination”)) the Milestone Registration Statement
declared effective by the SEC does not include all of the Registrable Milestone Securities (any
such shares that are not included being the “Uncovered Milestone Shares”), the Company shall
prepare and file with the SEC, as soon as practicable, but in any event prior to the tenth (10th)
business day after becoming aware of the existence of any Uncovered Milestone Shares (such date
referred to herein as the “Uncovered Milestone Share Filing Deadline”), either (a) an amendment
(the “Uncovered Milestone Shares Amendment”) to the Milestone Registration Statement effecting a
registration of the Uncovered Milestone Shares or (b) a registration statement which registers the
Uncovered Milestone Shares (the “Uncovered Milestone Shares Registration Statement”). The
Uncovered Milestone Shares Amendment or the Uncovered Milestone Shares Registration Statement (and
each amendment or supplement thereto, and each request for acceleration of effectiveness thereof)
shall be provided to the Shareholders and their counsel at least concurrently with its filing or
other submission. The Company shall use its reasonable efforts to cause the Milestone Registration
Statements and the Uncovered Milestone Shares Amendment or the Uncovered Milestone Shares
Registration Statement to become effective as soon as practicable after the filing thereof. The
Company shall use its reasonable efforts to cause the Milestone Registration Statement required to
be filed pursuant to this Section 2(b) to become effective as soon as practicable, but, as to any
Uncovered Milestone Shares Amendment or Uncovered Milestone Shares Registration Statement, in no
event later than the 60th day after the Uncovered Milestone Shares Filing Deadline.



c. Notwithstanding any other provision of this Agreement to the contrary, a registration
pursuant to Section 2(a) or 2(b) hereof shall not be deemed to have been effected (i) unless the
Registration Statement filed in connection therewith becomes effective or (ii) if after such
Registration Statement has become effective, it becomes subject to any stop order, or an injunction
or other order or decree of the SEC or other governmental agency or court is issued for any reason
other than a misrepresentation or an omission by a Shareholder, which injunction, order or decree
prohibits or otherwise has a material adverse effect on the offer and sale of the Registrable
Securities so registered prior to the completion of the distribution thereof in accordance with the
plan of distribution set forth in such Registration Statement.



d. Eligibility for Form S-3. The Company represents and warrants that it is eligible
to register the resale of Registrable Securities on a registration statement on Form S-3 under the
Securities Act, and that the Company is not aware of any facts or circumstances (including without
limitation any required approvals or waivers or any circumstances that may delay or prevent the
obtaining of accountant’s consents) that would prohibit or delay the preparation and filing of a
registration statement on Form S-3 with respect to the Registrable Securities provided that such
registration is not deemed a “primary offering”, in which case the Company could face potential
qualification problems regarding the requirement of having an aggregate market value held by
non-affiliates of $75 million or more. The Company shall use its reasonable efforts to file all
reports required to be filed by the Company with the SEC in a timely manner so as to maintain or,
if applicable, regain its eligibility for the use of Form S-3.




3. OBLIGATIONS OF THE COMPANY.



In connection with the registration of the Registrable Securities, the Company shall have the
following obligations:



a. The Company shall prepare and file with the SEC, (i) on or before the Closing Share Filing
Deadline or the Uncovered Closing Share Filing Deadline, as applicable with respect to the Closing
Shares, and (ii) on or before the Milestone Share Filing Deadline or the Uncovered Milestone Share
Filing Deadline, as applicable with respect to the Milestone Shares, the Registration Statements
required by Sections 2(a) and 2(b) and shall use its reasonable efforts to cause each such
Registration Statement to become effective as soon as practicable after such filing. The Company
shall use its best efforts to keep each such Registration Statement effective pursuant to Rule 415
until the earliest of: (i) a period of 24 months from the date the Registration Statement becomes
effective, (ii) all shares are sold or (iii) all shares are capable of being sold under Rule 144(k)
of the Securities Act (the “Registration Period”). In the event that the sale of Registrable
Securities by one or more Shareholders is determined by the SEC to constitute a primary offering,
upon the written request from time to time of any such Shareholder, the Company shall as promptly
as practicable cause a Registration Statement to be amended and/or one or more additional
Registration Statements (which may be requested on a sequential basis) to be filed (as specified by
the applicable Shareholders) and to be declared effective; and take all other actions reasonably
requested by such Shareholders to effectuate the offering of Registrable Securities. If a
Registration Statement is not filed on Form S-3, the Company shall, as soon as it is eligible to do
so, file a post-effective amendment on Form S-3 to the Registration Statement to the extent
permitted by the SEC or, if not so permitted, file a new Registration Statement on Form S-3 to
permit sales of the Registrable Securities pursuant to Rule 429 under the Securities Act; and the
Company shall use its reasonable efforts to cause such post-effective amendment or Registration
Statement to become effective as soon as possible. Each Registration Statement (including any
amendments or supplements thereto and prospectuses contained therein and all documents incorporated
by reference therein) filed pursuant to this Agreement (i) shall comply in all material respects
with the requirements of the Securities Act and the rules and regulations of the SEC promulgated
thereunder and (ii) shall not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein, or necessary to make the statements therein not
misleading. The financial statements of the Company included in the Registration Statement or
incorporated by reference therein will comply as to form in all material respects with applicable
accounting requirements and the published rules and regulations of the SEC applicable with respect
thereto. Such financial statements shall be prepared in accordance with U.S. generally accepted
accounting principles, consistently applied, during the periods involved (except (i) as may be
otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of
unaudited interim statements, to the extent they may not include footnotes or may be condensed or
summary statements) and shall fairly present in all material respects the consolidated financial
position of the Company and its consolidated subsidiaries as of the dates thereof and the
consolidated results of their operations and cash flows for the periods then ended (subject, in the
case of unaudited statements, to immaterial year-end adjustments).



b. The Company shall prepare and file with the SEC such amendments (including post-effective
amendments) and supplements to the Registration Statement and the prospectus used in connection
with the Registration Statement as may be necessary to keep the Registration Statement effective at
all times during the Registration Period, and, during such period, comply with the provisions of
the Securities Act with respect to the disposition of all Registrable Securities of the Company
covered by the Registration Statement. Notwithstanding any provision in this Agreement to the
contrary, the Company’s obligations hereunder to file a Registration Statement, to have the same
declared effective and to keep a registration statement continuously in effect under the Securities
Act shall be suspended (a “Grace Period”) if the fulfillment of such obligations would require the
Company to make a disclosure that would, in the reasonable judgment of the Company’s Board of
Directors, have a material adverse effect on the financial condition or operations of the Company
or a material adverse effect on the future prospects of the Company or its stockholders; provided,
that the Registration Statement shall be suspended for a total of no more than Sixty (60) days
during any twelve (12) month period, which Sixty (60) days shall not be consecutive. The provisions
of Section 2(b) hereof shall not be applicable during and shall be tolled as a result of any Grace
Period.



c. The Company shall furnish to each Shareholder whose Registrable Securities are included in
the Registration Statement (i) promptly after the same is prepared and publicly distributed, filed
with the SEC, or received by the Company, one copy of the Registration Statement and any amendment
thereto, each preliminary prospectus and prospectus and each amendment or supplement thereto. In
the case of the Registration Statement referred to in Section 2(a), the Company shall furnish to
each Shareholder which requests (i) a copy of any request to accelerate the effectiveness of any
Registration Statement or amendment thereto, (ii) on the date of effectiveness of the Registration
Statement or any amendment thereto, a notice stating that the Registration Statement or amendment
has been declared effective, and (iii) such number of copies of a prospectus, including a
preliminary prospectus, and all amendments and supplements thereto and such other documents as such
Shareholder may reasonably request in order to facilitate the disposition of the Registrable
Securities owned by such Shareholder. In responding to comments from the staff of the SEC, the
Company shall cooperate with any Shareholder that notifies the Company that it desires to be
consulted with respect to such process. Such cooperation shall solely consist of providing any
such Shareholder with a reasonable opportunity to comment on the text and substance of proposed
written responses to the extent such comment relates to such investor or its plan of distribution
of the Registrable Securities. To the extent that issues raised by the staff of the SEC have an
impact primarily on any such investor rather than the Company, the Company shall give reasonable
deference to such Shareholder’s requests with respect to the process and substance of responses
with respect to such issues.



d. The Company shall use its reasonable efforts to (i) register and qualify the Registrable
Securities covered by the Registration Statement under such other securities or “blue sky” laws of
such jurisdictions in the United States as each Shareholder who holds Registrable Securities being
offered reasonably requests, (ii) prepare and file in those jurisdictions such amendments
(including post-effective amendments) and supplements to such registrations and qualifications as
may be necessary to maintain the effectiveness thereof during the Registration Period, (iii) take
such other actions as may be necessary to maintain such registrations and qualifications in effect
at all times during the Registration Period, and (iv) take all other actions reasonably necessary
or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided,
however, that the Company shall not be required in connection therewith or as a condition thereto
to (a) qualify to do business in any jurisdiction where it would not otherwise be required to
qualify but for this Section 3(d), (b) subject itself to general taxation in any such jurisdiction,
(c) file a general consent to service of process in any such jurisdiction, (d) provide any
undertakings that cause the Company undue expense or burden, or (e) make any change in its
certificate of incorporation or bylaws, which in each case the Board of Directors of the Company
determines to be contrary to the best interests of the Company and its stockholders.



e. As promptly as practicable after becoming aware of such event, the Company shall notify
each Shareholder by telephone or facsimile of the happening of any event, of which the Company has
knowledge, as a result of which the prospectus included in the Registration Statement, as then in
effect, includes an untrue statement of a material fact or omission to state a material fact
required to be stated therein or necessary to make the statements therein not misleading, and use
its reasonable efforts promptly to prepare a supplement or amendment to the Registration Statement
to correct such untrue statement or omission and deliver such number of copies of such supplement
or amendment to each Shareholder as such Shareholder may reasonably request.



f. The Company shall use its reasonable efforts to prevent the issuance of any stop order or
other suspension of effectiveness of a Registration Statement, and, if such an order is issued, to
obtain the withdrawal of such order at the earliest practicable date (including in each case by
amending or supplementing such Registration Statement). The Company shall immediately notify by
telephone or facsimile each Shareholder who holds Registrable Securities being sold of the issuance
of such order and the resolution thereof (and if such Registration Statement is supplemented or
amended, deliver such number of copies of such supplement or amendment to each Shareholder as such
Shareholder may reasonably request).



g. The Company shall make available for inspection by (i) any Shareholder whose Registrable
Securities are included in a Registration Statement and (ii) one firm of attorneys and one firm of
accountants or other agents retained by the Shareholders (collectively, the “Inspectors”) all
pertinent financial and other records (including an earnings statement which satisfies the
provisions of Section 11(a) of the Securities Act), and pertinent corporate documents and
properties of the Company, as shall be reasonably deemed necessary by each Inspector to enable each
Inspector to exercise its due diligence responsibility, and cause the Company’s officers, directors
and employees to supply all information which any Inspector may reasonably request for purposes of
such due diligence.



h. The Company shall hold in confidence and not make any disclosure of information concerning
a Shareholder provided to the Company unless (i) disclosure of such information is necessary to
comply with federal or state securities laws, (ii) the disclosure of such information is necessary
to avoid or correct a misstatement or omission in any Registration Statement, (iii) the release of
such information is ordered pursuant to a subpoena or other order from a court or governmental body
of competent jurisdiction, (iv) such information has been made generally available to the public
other than by disclosure in violation of this Agreement, or (v) such Shareholder consents to the
form and content of any such disclosure. The Company agrees that it shall, upon learning that
disclosure of such information concerning a Shareholder is sought in or by a court or governmental
body of competent jurisdiction or through other means, give prompt notice to such Shareholder prior
to making such disclosure, and allow the Shareholder, at its expense, to undertake appropriate
action to prevent disclosure of, or to obtain a protective order for, such information.



i. The Company shall use its reasonable efforts to promptly either (i) secure the designation
and quotation, of all the Registrable Securities covered by the Registration Statement on The
Nasdaq Stock Market, or (ii) cause all the Registrable Securities covered by the Registration
Statement to be listed on the NYSE or the AMEX or another national securities exchange and on each
additional national securities exchange on which securities of the same class or series issued by
the Company are then listed, if any, if the listing of such Registrable Securities is then
permitted under the rules of such exchange.



j. The Company shall provide a transfer agent and registrar, which may be a single entity, for
the Registrable Securities not later than the effective date of the Registration Statement.



k. The Company shall timely provide the Shareholders who hold Registrable Securities being
offered with certificates (not bearing any restrictive legends) representing Registrable Securities
to be offered pursuant to the Registration Statement and enable such certificates to be in such
denominations or amounts, as the case may be, as the Shareholders may reasonably request and
registered in such names as the Shareholders may request.



l. At the request of a Shareholder who holds a majority-in-interest of the Registrable
Securities, the Company shall prepare and file with the SEC such amendments (including
post-effective amendments) and supplements to a Registration Statement and the prospectus used in
connection with the Registration Statement each as approved by the Company, which approval shall
not be unreasonably withheld or delayed, as may be necessary in order to change the plan of
distribution set forth in such Registration Statement.



m. The Company shall comply with applicable federal and state securities laws and regulations
related to the Registration Statement and offering and sale of securities.




4. OBLIGATIONS OF THE SHAREHOLDERS.



In connection with the registration of the Registrable Securities, the Shareholders shall have
the following obligations:



a. It shall be a condition precedent to the obligations of the Company to complete the
registration pursuant to this Agreement with respect to the Registrable Securities of a particular
Shareholder (or any damages to such Shareholder) that such Shareholder shall furnish to the Company
such information regarding itself, the Registrable Securities held by it and the intended method of
disposition of the Registrable Securities held by it as shall be reasonably required to effect the
registration of such Registrable Securities and shall execute such documents in connection with
such registration as the Company may reasonably request. At least five (5) Business Days prior to
the first anticipated filing date of the Registration Statement, the Company shall notify each
Shareholder of any information the Company requires from each such Shareholder.



b. Each Shareholder, by such Shareholder’s acceptance of the Registrable Securities, agrees to
cooperate with the Company as reasonably requested by the Company in connection with the
preparation and filing of the Registration Statement hereunder, unless such Shareholder has
notified the Company in writing of such Shareholder’s election to exclude all of such Shareholder’s
Registrable Securities from the Registration Statement.




5. EXPENSES OF REGISTRATION.



The Company shall pay (or reimburse the Shareholders for) all fees and expenses incident to
the performance of or compliance with this Agreement by the Company, including without limitation
(a) all registration and filing fees and expenses, including without limitation those related to
filings with the Commission, any trading market and in connection with applicable state securities
or Blue Sky laws, (b) printing expenses (including without limitation expenses of printing
certificates for Registrable Securities and of printing prospectuses requested by the
Shareholders), (c) messenger, telephone and delivery expenses, (d) fees and disbursements of
counsel for the Company, (e) fees and expenses of all other Persons retained by the Company in
connection with the consummation of the transactions contemplated by this Agreement, and (f) all
listing fees to be paid by the Company to the trading market.




6. INDEMNIFICATION.



In the event any Registrable Securities are included in a Registration Statement under this
Agreement:



a. To the extent permitted by law, the Company will indemnify, hold harmless and defend (i)
each Shareholder who holds such Registrable Securities, and (ii) the directors, officers, partners,
members, employees and agents of such Shareholder and each person who controls any Shareholder
within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), if any (each, an “Indemnified Person”), against any joint
or several losses, claims, damages, liabilities or expenses (collectively, together with actions,
proceedings or inquiries by any regulatory or self-regulatory organization, whether commenced or
threatened, in respect thereof, “Claims”) to which any of them may become subject insofar as such
Claims arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a
material fact in a Registration Statement or the omission or alleged omission to state therein a
material fact required to be stated or necessary to make the statements therein not misleading,
(ii) any untrue statement or alleged untrue statement of a material fact contained in any
preliminary prospectus if used prior to the effective date of such Registration Statement, or
contained in the final prospectus (as amended or supplemented, if the Company files any amendment
thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein
any material fact necessary to make the statements made therein, in light of the circumstances
under which the statements therein were made, not misleading, or (iii) any violation or alleged
violation by the Company of the Securities Act, the Exchange Act, any state securities law, or any
rule or regulation thereunder relating to the offer or sale of the Registrable Securities (the
matters in the foregoing clauses (i) through (iii) being, collectively, “Violations”). Subject to
the restrictions set forth in Section 6(c) with respect to the number of legal counsel, the Company
shall reimburse the Shareholders and each other Indemnified Person, promptly as such expenses are
incurred and are due and payable, for any reasonable legal fees or other reasonable expenses
incurred by them in connection with investigating or defending any such Claim. Notwithstanding
anything to the contrary contained herein, the indemnification agreement contained in this Section
6(a): (i) shall not apply to a Claim arising out of or based upon a Violation which occurs in
reliance upon and in conformity with information furnished in writing to the Company by such
Indemnified Person expressly for use in the Registration Statement or any such amendment thereof or
supplement thereto; (ii) shall not apply to amounts paid in settlement of any Claim if such
settlement is effected without an unconditional release of the Company and all of its controlling
persons, employees and agents, or without the prior written consent of the Company, which consent
shall not be unreasonably withheld; and (iii) with respect to any prospectus, shall not inure to
the benefit of any Indemnified Person if the untrue statement or omission of material fact
contained in such prospectus was corrected on a timely basis in the prospectus, as then amended or
supplemented, if such corrected prospectus was timely made available by the Company pursuant to
Section 3(c) hereof, and the Indemnified Person was promptly advised in writing not to use the
incorrect prospectus prior to the use giving rise to a Violation and such Indemnified Person,
notwithstanding such advice, used it. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of the Indemnified Person and shall survive
the transfer of the Registrable Securities by the Shareholders pursuant to Section 9.



b. In connection with any Registration Statement in which a Shareholder is participating, each
such Shareholder agrees severally and not jointly to indemnify, hold harmless and defend, to the
same extent and in the same manner set forth in Section 6(a), the Company, each of its directors,
each of its officers who signs the Registration Statement, its employees, agents, attorneys and
each person, if any, who controls the Company within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act, and any other stockholder selling securities pursuant to the
Registration Statement or any of its directors or officers or any person who controls such
stockholder within the meaning of the Securities Act or the Exchange Act (collectively and together
with an Indemnified Person, an “Indemnified Party”), against any Claim to which any of them may
become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such Claim
arises out of or is based upon any Violation, in each case to the extent (and only to the extent)
that such Violation occurs in reliance upon and in conformity with written information furnished to
the Company by such Shareholder expressly for use in connection with such Registration Statement;
and subject to Section 6(c) such Shareholder will reimburse any reasonable legal or other expenses
(promptly as such expenses are incurred and are due and payable) reasonably incurred by them in
connection with investigating or defending any such Claim; provided, however, that the indemnity
agreement contained in this Section 6(b) shall not apply to amounts paid in settlement of any Claim
if such settlement is effected without an unconditional release of such Shareholder and all of its
controlling persons, employees and agents, or without the prior written consent of such
Shareholder, which consent shall not be unreasonably withheld. Notwithstanding anything to the
contrary contained herein, the indemnification agreement contained in this Section 6(b) with
respect to any preliminary prospectus shall not inure to the benefit of any Indemnified Party if
the untrue statement or omission of material fact by the Shareholder contained in the preliminary
prospectus was corrected on a timely basis in the prospectus, as then amended or supplemented, and
the Indemnified Party failed to utilize such corrected prospectus.



c. Promptly after receipt by an Indemnified Person or Indemnified Party under this Section 6
of notice of the commencement of any action (including any governmental action), such Indemnified
Person or Indemnified Party shall, if a Claim in respect thereof is made against any indemnifying
party under this Section 6, deliver to the indemnifying party a written notice of the commencement
thereof, and the indemnifying party shall have the right to assume control of the defense thereof
with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the
Indemnified Party, as the case may be; provided, however, that such indemnifying party shall not be
entitled to assume such defense and an Indemnified Person or Indemnified Party shall have the right
to retain its own counsel with the reasonable fees and expenses to be paid by the indemnifying
party, if, in the reasonable opinion of counsel retained by the indemnifying party, the
representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying
party would be inappropriate due to actual or potential conflicts of interest between such
Indemnified Person or Indemnified Party and any other party represented by such counsel in such
proceeding or the actual or potential defendants in, or targets of, any such action include both
the Indemnified Person or the Indemnified Party and the indemnifying party and any such Indemnified
Person or Indemnified Party reasonably determines that there may be legal defenses available to
such Indemnified Person or Indemnified Party which are in conflict with those available to such
indemnifying party. The indemnifying party shall pay for only one separate legal counsel for all
Indemnified Persons or the Indemnified Parties, as applicable, and such legal counsel shall be
selected by Shareholders holding a majority-in-interest of the Registrable Securities included in
the Registration Statement to which the Claim relates, if the Shareholders are entitled to
indemnification hereunder, or by the Company, if the Company is entitled to indemnification
hereunder, as applicable. The failure to deliver written notice to the indemnifying party within a
reasonable time of the commencement of any such action shall not relieve such indemnifying party of
any liability to the Indemnified Person or Indemnified Party under this Section 6, except to the
extent that the indemnifying party is actually prejudiced in its ability to defend such action.
The indemnification required by this Section 6 shall be made by periodic payments of the amount
thereof during the course of the investigation or defense, as such expense, loss, damage or
liability is incurred and is due and payable.




7. CONTRIBUTION.



To the extent any indemnification by an indemnifying party is prohibited or limited by law,
the indemnifying party agrees to make the maximum contribution with respect to any amounts for
which it would otherwise be liable under Section 6 to the fullest extent permitted by law;
provided, however, that (i) no contribution shall be made under circumstances where the maker would
not have been liable for indemnification under the fault standards set forth in Section 6, (ii) no
person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any other person who was not guilty of such
fraudulent misrepresentation, and (iii) contribution (together with any indemnification or other
obligations under this Agreement) by any seller of Registrable Securities shall be limited in
amount to the net amount of proceeds received by such seller from the sale of such Registrable
Securities.




8. REPORTS UNDER THE EXCHANGE ACT.



With a view to making available to the Shareholders the benefits of Rule 144 promulgated under
the Securities Act or any other similar rule or regulation of the SEC that may at any time permit
the Shareholders to sell securities of the Company to the public without registration (“Rule 144”),
the Company agrees to:



a. file with the SEC in a timely manner and make and keep available all reports and other
documents required of the Company under the Securities Act and the Exchange Act so long as the
Company remains subject to such requirements (it being understood that nothing herein shall limit
the Company’s obligations under Section 5(c) of the Stock Purchase Agreement) and the filing and
availability of such reports and other documents as is required for the applicable provisions of
Rule 144; and



b. furnish to each Shareholder so long as such Shareholder owns Registrable Securities,
promptly upon request, (i) a written statement by the Company that it has complied with the
reporting requirements of Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the
most recent annual or quarterly report of the Company and such other reports and documents so filed
by the Company, and (iii) such other information as may be reasonably requested to permit the
Shareholders to sell such securities pursuant to Rule 144 without registration.




9. ASSIGNMENT OF REGISTRATION RIGHTS.



The rights of the Shareholders hereunder, including the right to have the Company register
Registrable Securities pursuant to this Agreement, shall be assignable by each Shareholder to any
transferee of all or any portion of the Registrable Securities if: (i) the Shareholder agrees in
writing with the transferee or assignee to assign such rights, and a copy of such agreement is
furnished to the Company after such assignment, (ii) the Company is furnished with written notice
of (a) the name and address of such transferee or assignee and (b) the securities with respect to
which such registration rights are being transferred or assigned, (iii) following such transfer or
assignment, the further disposition of such securities by the transferee or assignee is restricted
under the Securities Act and applicable state securities laws, (iv) the transferee or assignee
agrees in writing with the Company to be bound by all of the provisions contained herein, and (v)
such transfer shall have been made in accordance with the applicable requirements of the Stock
Purchase Agreement. In addition, and notwithstanding anything to the contrary contained in this
Agreement or the Stock Purchase Agreement, the Genetronics Shares may be pledged, and all rights of
the Shareholders under this Agreement or any other agreement or document related to the transaction
contemplated hereby may be assigned, without further consent of the Company, to a bona fide pledgee
in connection with an Shareholder’s margin or brokerage accounts.




10. AMENDMENT OF REGISTRATION RIGHTS.



Provisions of this Agreement may be amended and the observance thereof may be waived (either
generally or in a particular instance and either retroactively or prospectively), by Shareholders
who hold fifty-one percent (51%) in interest of the Registrable Securities or, in the case of a
waiver, with the written consent of the party charged with the enforcement of any such provision.
Any amendment or waiver effected in accordance with this Section 10 shall be binding upon each
Shareholder and the Company.




11. MISCELLANEOUS.



a. A person or entity is deemed to be a holder of Registrable Securities whenever such person
or entity owns of record such Registrable Securities. If the Company receives conflicting
instructions, notices or elections from two or more persons or entities with respect to the same
Registrable Securities, the Company shall act upon the basis of instructions, notice or election
received from the registered owner of such Registrable Securities.



b. Any notices required or permitted to be given under the terms of this Agreement shall be
sent by certified or registered mail (return receipt requested) or delivered personally or by
courier or by confirmed telecopy, and shall be effective five (5) days after being placed in the
mail, if mailed, or upon receipt or refusal of receipt, if delivered personally or by courier or
confirmed telecopy, in each case addressed to a party. The addresses for such communications shall
be:




If to the Company:




Genetronics Biomedical Corporation


11199 Sorrento Valley Road


San Diego, CA 92121-1334


Attention: Mr. Peter Kies, Chief Financial Officer


Facsimile No.: 858-597-0451




With a copy to:




Kirkpatrick & Lockhart Nicholson Graham LLP


10100 Santa Monica Blvd, 7th Floor


Los Angeles, California 90067


Telephone (310) 552-5000


Fax (310) 552-5001


Attention: Thomas Poletti, Esq.



If to a Shareholder, at such address as such Shareholder shall have provided in writing to the
Company or such other address as such Shareholder furnishes by notice given in accordance with this
Section 11(b).



Each party hereto may from time to time change its address or facsimile number for notices
under this Section 11(b) by giving at least ten (10) days’ prior written notice of such changed
address or facsimile number, in the case of the Shareholders to the Company, and in the case of the
Company to all of the Shareholders.



c. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or
delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.



d. Governing Law; Venue; Waiver Of Jury Trail. ALL QUESTIONS CONCERNING THE
CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA. THE COMPANY AND
PURCHASERS HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS
SITTING IN THE CITY OF LOS ANGELES, STATE OF CALIFORNIA FOR THE ADJUDICATION OF ANY DISPUTE BROUGHT
BY THE COMPANY OR ANY PURCHASER HEREUNDER, IN CONNECTION HEREWITH OR WITH ANY TRANSACTION
CONTEMPLATED HEREBY OR DISCUSSED HEREIN (INCLUDING WITH RESPECT TO THE ENFORCEMENT OF ANY OF THE
TRANSACTION DOCUMENTS), AND HEREBY IRREVOCABLY WAIVE, AND AGREE NOT TO ASSERT IN ANY SUIT, ACTION
OR PROCEEDING BROUGHT BY THE COMPANY OR ANY PURCHASER, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT
TO THE JURISDICTION OF ANY SUCH COURT, OR THAT SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH
PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN
ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF VIA REGISTERED OR CERTIFIED MAIL OR
OVERNIGHT DELIVERY (WITH EVIDENCE OF DELIVERY) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES
TO IT UNDER THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT
SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY
WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW. THE COMPANY AND PURCHASERS HEREBY
WAIVE ALL RIGHTS TO A TRIAL BY JURY.



e. This Agreement and the Stock Purchase Agreement (including all schedules and exhibits
thereto) constitute the entire agreement among the parties hereto with respect to the subject
matter hereof and thereof. There are no restrictions, promises, warranties or undertakings, other
than those set forth or referred to herein and therein. This Agreement and the Stock Purchase
Agreement supersede all prior agreements and understandings among the parties hereto and thereto
with respect to the subject matter hereof and thereof.



f. Subject to the requirements of Section 9 hereof, this Agreement shall inure to the benefit
of and be binding upon the successors and assigns of each of the parties hereto.



g. The headings in this Agreement are for convenience of reference only and shall not form
part of or effect the interpretation of this Agreement.



h. This Agreement may be executed in two or more counterparts, all of which shall be
considered one and the same agreement and shall become effective when counterparts have been signed
by each party and delivered to the other party. This Agreement, once executed by a party, may be
delivered to the other parties hereto by facsimile transmission of a copy of this Agreement bearing
the signature of the party so delivering this Agreement. In the event any signature is delivered
by facsimile transmission, the party using such means of delivery shall cause the manually executed
signature page(s) hereof to be physically delivered to the other party within five (5) days of the
execution hereof..



i. Each party shall do and perform, or cause to be done and performed, all such further acts
and things, and shall execute and deliver all such other agreements, certificates, instruments and
documents, as the other party may reasonably request in order to carry out the intent and
accomplish the purposes of this Agreement and the consummation of the transactions contemplated
hereby.



j. All consents, approvals and other determinations to be made by the Shareholders pursuant to
this Agreement shall be made by the Shareholders holding more than fifty-one percent (51%) of the
Registrable Securities then held by all Shareholders.



k. The initial number of Registrable Securities included on any Registration Statement and
each increase to the number of Registrable Securities included thereon shall be registered on
behalf of each Shareholder pro rata based on the number of Registrable Securities held by each
Shareholder at the time of such establishment or increase, as the case may be. In the event a
Shareholder shall sell or otherwise transfer any of such holder’s Registrable Securities, each
transferee shall be deemed to have registered on its behalf a pro rata portion of the number of
Registrable Securities included on a Registration Statement for such transferor. Any shares of
Common Stock included on a Registration Statement on behalf of any person or entity which does not
hold any Registrable Securities shall be deemed registered on behalf of the remaining Shareholders,
pro rata based on the number of shares of Registrable Securities then held by such Shareholders.



l. For purposes of this Agreement, the term “Business Day” means any day other than a Saturday
or Sunday or a day on which banking institutions in the State of New York or California are
authorized or obligated by law, regulation or executive order to close.



m. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction,
such invalidity or unenforceability shall not affect the validity or enforceability of the
remainder of this Agreement or the validity or enforceability of this Agreement in any other
jurisdiction.



n. This Agreement is intended for the benefit of the parties hereto and their respective
permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be
enforced by any other person.



[Remainder of Page Intentionally Left Blank]




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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of
the date first above written.



GENETRONICS BIOMEDICAL CORPORATION



By: /s/ Avtar Dhillon


Name: Avtar Dhillon

Title: President and Chief Executive Officer



SHAREHOLDERS:



TERJE LOMO



By: /s/ Terje Lomo


Name: Terje Lomo



KS TEKNOINVEST VII



By: /s/ Andreas Mollatt


Name: Andreas Mollatt


Title: By Proxy



OJADA AS



By: /s/ Erik G. Braathen


Name: Erik G. Braathen


Title: Director



SELVAAG INVEST AS



By: /s/ Jens Petter Falch


Name: Jens Petter Falch


Title: By Special Authority



IACOB MATHIESEN



By: /s/ Iacob Mathiesen


Name: Iacob Mathiesen



WINGANA AS



By: /s/ Espen Stavdal


Name: Espen Stavdal


Title: By Special Authority



LAGOPUS AS



By: /s/ Espen Stavdal


Name: Espen Stavdal


Title: By Special Authority




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