EX-10.1






Exhibit 10.1




STOCK PURCHASE AGREEMENT

by and among

GENETRONICS BIOMEDICAL CORPORATION,

a Delaware corporation,




INOVIO AS,

a Norway corporation,




and




the shareholders of INOVIO AS.




Dated January 25, 2005




1




Table of Contents




Page




1. TERMS OF ACQUISITION.



	 	 	 	 	 
	1.1	 	Sale and Purchase of Shares.

	 
	 	 	 	 
	1.2

	 	Purchase Price.
	 	

	 
	 	 	 	 
	1.3	 	Payment of Purchase Price.

	 
	 	 	 	 
	1.4

1.5

	 	1.3.1

1.3.2

1.3.3

1.3.4

1.3.5

1.3.6

Additional Payments.

1.4.1

1.4.2

1.4.3

1.4.4

1.4.5

1.4.6

1.4.7

Closing.

1.5.1

1.5.2

1.5.3
	 	Ordinary Shareholders.

Founders.

Institutional Shareholders.

Series D Stock.

Automatic Conversion

Issue Taxes



Second Payment

Third Payment

Valuation of Shares of Series D Stock

Automatic Conversion of Second and Third Payment Shares

Cash Alternative Option for Ordinary Shareholders

Cash Alternative Payments to Non-Exempt Sellers

Escrow



Closing Date.

Buyer’s Ancillary Agreements.

Sellers’ Ancillary Agreements.







2. REPRESENTATIONS AND WARRANTIES.



	 	 	 	 	 
	2.1	 	Representations and Warranties of the Company and the Sellers.

	 
	 	 	 	 
	
 
	 	2.1.1

2.1.2

2.1.3

2.1.4

2.1.5

2.1.6

2.1.7

2.1.8

2.1.9

2.1.10

2.1.11

2.1.12

2.1.13

2.1.14

2.1.15

2.1.16

2.1.17

2.1.18
	 	Capitalization.

Organization, Good Standing and Power.

Authority.

Interests in Other Entities.

Governmental Authorizations; Third Party Consents.

Financial Statements.

Absence of Undisclosed Liabilities.

Absence of Certain Changes.

Tax Matters.

Legal Proceedings; Orders.

Compliance with Applicable Law; Certain Payments.

Environmental Matters.

Permits.

Title to Properties.

Accounts Receivable; Accounts Payable, Fixed Assets; Inventory.

Intellectual Properties.

Domain Names.

Insurance.








	 	2.1.19	 	Bank Accounts; Credit Cards; Corporate Accounts and Powers of
Attorney.	 





	 	 	 	 	 
	
 
	 	2.1.20

2.1.21

2.1.22

2.1.23

2.1.24

2.1.25

2.1.26

2.1.27

2.1.28
	 	Employee Arrangements.

Certain Business Matters.

Contracts.

Brokers.

Disclosure.

Affiliated Transactions.

Claims Against the Company.

Principal Place of Business.

Disclosure Schedules.
	 
	 	 	 	 
	2.2	 	Representations and Warranties of the Sellers.

	 
	 	 	 	 
	
 
	 	2.2.1

2.2.2

2.2.3

2.2.4

2.2.5

2.2.6

2.2.7
	 	Capacity; Validity.

Sellers’ Stock Ownership.

Investor Representations

Financial Acumen

Investment Intent

Restrictions on Resale

Legend
	 
	 	 	 	 
	2.3	 	Representations and Warranties with Respect to Buyer.

	 
	 	 	 	 
	
 
	 	2.3.1

2.3.2

2.3.3

2.3.4

2.3.5

2.3.6

2.3.7

2.3.8

2.3.9

2.3.10
	 	Organization and Good Standing.

Capitalization.

Title

Authority; No Conflict.

Listing

Investment Intent.

Certain Proceedings and Other Business Matters.

Brokers and Finders.

Disclosure.

SEC Filings.







3. COVENANTS



	 	 	 
	3.1

3.2

3.3

3.4

3.5

3.6

3.7

3.8

3.9

3.10

3.11

	 	Investigation by Buyer.

Books and Records.

Carry on in Ordinary Course.

Financial Support.

Right to Nominate Board Observer.

Other Transactions.

Consents.

Supplemental Disclosure.

Public Announcements.

Compliance with Securities Laws.

Termination of Certain Agreements.







4. CONDITIONS TO CLOSING



	 	 	 
	5

6

7

	 	4.1Conditions of Buyer’s Obligation to Close.

4.1.1Financial Statements.

4.1.2Approval by Board.

4.1.3All Inovio Shares.

4.1.4Agreements and Conditions.

4.1.5Representations and Warranties.

4.1.6No Legal Proceedings.

4.1.7Closing Certificate.

4.1.8Absence of Material Adverse Effect.

4.1.9Governmental and Third Party Approvals.

4.1.10Consents.

4.1.11Review of Intellectual Property.

4.1.12Opinion of Counsel.

4.1.13Closing Deliveries.

4.1.14Employment Agreement.

4.1.15Lock-Up Agreements.

4.1.16Registration Rights Agreement.

4.1.17Escrow Agreement.

4.1.18Due Diligence.

4.2Conditions of the Sellers’ and the Company’s Obligations to Close.

4.2.1Agreements and Conditions.

4.2.2Representations and Warranties.

4.2.3No Legal Proceedings.

4.2.4Absence of Material Adverse Effect

4.2.5Closing Certificate.

4.2.6Governmental Approvals.

4.2.7Consents.

4.2.8Opinion of Counsel.

4.2.9Closing Deliveries.

4.2.10Certificate of Designations.

4.2.11Employment Agreement.

4.2.12Registration Rights Agreement.

4.2.13Escrow Agreement.

FURTHER ASSURANCES.

CERTAIN TAXES.

INDEMNIFICATION.








	 	7.1	 	Survival of Representations; Right to Indemnification Not Affected by
Knowledge.	 






	 	7.2	 	Indemnification and Payment of Damages by the Company and the Founders
and the Institutional Shareholders.	 





	 	 	 
	8

9

10

11

	 	7.3Indemnification and Payment of Damages by Buyer.

7.4Time and Amount Limitations.

7.5Procedures for Indemnification – Third Party Claims.

7.6Procedure for Indemnification – Other Claims.

ESCROW.

NON-COMPETITION; CONFIDENTIALITY

9.1Non-Competition.

9.2No Competing Interests.

9.3Non-Solicitation.

9.4Non-Disruption.

9.5Confidentiality.

9.6Remedies upon Breach.

MISCELLANEOUS PROVISIONS.

10.1Notification.

10.2Execution in Counterparts.

10.3Notices.

10.4Amendments.

10.5Entire Agreement.

10.6Applicable Law.

10.7Termination.

10.8Effects of Termination.

10.9Headings.

10.10Fees and Disbursements.

10.11Assignment.

10.12Binding Effect; Benefits.

10.13Severability.

DEFINITIONS.







2




STOCK PURCHASE AGREEMENT




THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made this 25th day of January 2005, by and
among Genetronics Biomedical Corporation, a Delaware corporation (“Buyer”), Inovio AS, a company
organized under the laws of Norway (the “Company”), Iacob Mathiesen, Terje LØmo (Messrs.
Mathiesen and Lømo, together, the “Founders”), the parties listed on Schedule A
attached hereto (the “Institutional Shareholders”) and the parties listed on Schedule A.1
attached hereto (the “Ordinary Shareholders”) (the Founders, the Institutional Shareholders, and
the Ordinary Shareholders, collectively, the “Sellers” and each individually, a “Seller”).



W I T N E S S E T H :




WHEREAS, the Company is principally engaged in the business of developing drug delivery
solutions based on electroproration of skeletal muscles for gene therapy and for DNA vaccination
(the “Business”);



WHEREAS, the Sellers are presently the owners of all of the 512,460 issued and outstanding
ordinary shares, Norway Kroner 1 par value per share of the Company (the “Inovio Shares”), which
represent all of the issued and outstanding share capital of the Company; and



WHEREAS, the Sellers desire to sell all of the Inovio Shares to Buyer and Buyer desires to
purchase all of the Inovio Shares from Sellers, all in the manner and subject to the terms and
conditions hereinafter set forth.



NOW, THEREFORE, in consideration of the premises and the representations, warranties,
covenants and agreements herein contained, the Parties hereby agree as follows:




1. TERMS OF ACQUISITION.



1.1 Sale and Purchase of Shares. On the terms and subject to the conditions of this
Agreement, at the Closing Date (as defined in Section 1.5 below), each Seller shall sell, transfer,
convey, assign and deliver to Buyer, and Buyer shall purchase, acquire and accept from Sellers all
of the Inovio Shares including all rights, title and interest of Sellers, legal and equitable,
beneficially and of record, in and to the Inovio Shares (the “Acquisition”). The Inovio Shares
shall be delivered at the Closing to Buyer, by way of an irrevocable instruction to the account
holder of the Company in Verdipapirsentralen (the “VPS”) in which the account holder is instructed
to transfer the Inovio Shares to Buyer in the VPS free and clear of all liens, claims, security
interests and encumbrances of any nature whatsoever.



1.2 Purchase Price. The purchase price (the “Purchase Price”) for the Inovio Shares
shall equal Ten Million Dollars ($10,000,000 USD). The Purchase Price shall be payable in cash and
shares of Buyer’s Series D Preferred Stock, $0.001 USD par value per share, (“Series D Stock”) as
set forth in Section 1.3, below.




1.3 Payment of Purchase Price.



1.3.1 Ordinary Shareholders. At the Closing, Buyer shall pay each Ordinary Shareholder the
sum of Nineteen Dollars and Fifty-One Cents ($19.51 USD) in cash for each respective Inovio Share
as set forth in Schedule A.1.



1.3.2 Founders. At the Closing, Buyer shall pay each Founder the sum of Five Dollars and
Fifty-Nine Cents ($5.59 USD) in cash for each respective Inovio Share held by such Founder. On the
Closing Date, Buyer shall also issue to each Founder such number of shares of Series D Stock as
shall equal Thirteen Dollars and Ninety-Two Cents ($ 13.92 USD) for each respective Inovio Share
held by such Founder.



1.3.3 Institutional Shareholders. At the Closing, Buyer shall pay each Institutional
Shareholder the sum of Five Dollars and Fifty-Nine Cents ($5.59 USD) in cash for each respective
Inovio Share held by such Institutional Shareholder. On the Closing Date, Buyer shall also issue
to each Institutional Shareholder such number of shares of Series D Stock as shall equal Thirteen
Dollars and Ninety-Two Cents ($ 13.92 USD) for each respective Inovio Share held by such
Institutional Shareholder.



1.3.4 Series D Stock. The value of the Series D Stock for purposes of calculating the number
of shares of Series D Stock to be issued to the Founders and the Institutional Shareholders
pursuant to Section 1.3.2 and 1.3.3, above, shall equal the average closing price of Buyer’s
common stock on the American Stock Exchange (the “AMEX”) during the thirty (30) trading day period
immediately preceding this Agreement’s Date or the Company’s stock exchange announcement of this
transaction (whichever comes first). The Series D Stock shall have such rights and preferences as
set forth in the Certificate of Designations of Rights and Preferences of the Series D Preferred
Stock attached hereto as Exhibit 1.3.4 and incorporated herein by this reference (the
“Certificate of Designations”).



1.3.5 Automatic ConversionUpon the first to occur of (i) the date which is twelve (12) months
from the Closing or (ii) the release of the shares of Series D Stock pursuant to the terms of the
applicable Lock-Up Agreement, each share of the applicable percentage of the Series D Stock issued
to the Founders and the Institutional Shareholders pursuant to Sections 1.3.2 and 1.3.3 shall
automatically convert and become one (1) fully paid, validly issued and nonassessable share of
Buyer’s common stock, free and clear of any liens, claims or encumbrances, provided,
however, that if the registration statement relating to such shares filed by the Buyer pursuant
to Section 2(a) of the Registration Rights Agreement has not become effective, the Founders and
Institutional Shareholders, may, in their sole discretion, elect to delay the conversion of the
shares of Series D Stock until such time that the registration statement becomes effective; and
provided, further, that if a common stock stock dividend, stock split, share combination, exchange
of shares, recapitalization, consolidation, reorganization, or liquidation of or by Buyer shall
occur prior to the conversion of all of the Series D Stock into Buyer’s common stock, Buyer shall
adjust the common stock conversion ratio of the remaining, unconverted shares of the Series D Stock
to reflect the equity of the applicable transaction. Buyer shall notify each holder of the Series
D Stock of the conversion. Upon notification, each holder shall promptly surrender his shares to
Buyer or to Buyer’s designated transfer agent, duly for transfer. However, surrender of Series D
Stock shall not be necessary to effectuate a conversion pursuant to this Section 1.3.5. The
conversion pursuant to this Section 1.3.5 shall be deemed to have been made immediately prior to
the close of business on the conversion date and the Founders or Institutional Shareholders
entitled to receive the shares of Buyer’s common stock issuable upon such conversion shall be
treated for all purposes as the record holder on such date.



1.3.6 Issue TaxesBuyer will pay any issue, documentary, stamp or other taxes, including any
income, franchise or similar taxes, that may be payable in respect of any issue or delivery of
Buyer’s common stock upon conversion of the Series D Stock pursuant to Sections 1.3.5 and 1.4.4 of
this Agreement. The holder of any Series D Stock will pay any tax that is due because the shares of
common stock issuable upon conversion thereof are issued in a name other than such holder’s name.



1.4 Additional Payments.1.4.1 Second PaymentIn the event Buyer (and the Company)
receives Payment Commitments (defined below) of at least an aggregate sum of Eight Million Dollars
($8,000,000 USD) in which at least One Million Dollars ($1,000,000) shall arise from upfront
payments, in connection with the closing of one or more IP Contracts (defined below) with third
parties prior to September 30, 2006 and subsequent to the Closing Date involving the Company
Proprietary Assets set forth in Schedule 2.1.16(i) and any continuation and continuation in part of
any such Company Proprietary Assets; then Buyer shall issue to the Sellers pro rata, based upon the
number of Inovio Shares held by each Seller on the Closing Date, additional shares of Series D
Stock having an aggregate value of Two Million Dollars ($2,000,000 USD) (the “Second Payment”).
The Buyer shall distribute the Second Payment to the Sellers no later than the thirtieth day
following the closing of the IP Contract causing the aggregate sum to be Eight Million Dollars
($8,000,000 USD) (the “Second Payment Date”).



“Payment Commitments” include but are not limited to upfront payments, milestone payments and
research and development support paid by third parties, exclusive of any future product royalty
payments. Future payments to be made to the Buyer under the IP Contracts shall be calculated based
on the contracted value and not on a net present value basis. Upfront payments and milestone
payments shall for calculation purposes be included in the threshold calculation notwithstanding
whether the conditions for such payments is being met or not (“Payment Commitments”).



“IP Contracts” include, but are not limited to, third party agreements relating to joint
venture agreements, merger agreements (in which a third party contributes cash in the Joint
Venture/Merger is to be deemed as the value of the Payment Commitment), research agreements,
technology access agreements, technology license agreements, product license agreements,
distribution agreements and marketing agreements in which Buyer receives or is promised Payment
Commitments.



In case Buyer transfers or licenses any of the Company Proprietary Assets as set out in
Schedule 2.1.16(i) and any continuation and continuation in part of any such Company Proprietary
Assets to a subsidiary then the obligations as set out herein shall apply as if the Buyer where the
owner/licenseholder of such Company Proprietary Assets and any continuation and continuation in
part of any such Company Proprietary Assets.



Included in the calculation of the Eight Million Dollars threshold set out above, is any
Payment Commitments in IP Contracts obtained by the Company from the date of signing this Agreement
and until September 30, 2006.



In case Buyer sells any of the Company Proprietary Assets set forth in Schedule 2.1.16(i) and
any continuation and continuation in part of any such Company Proprietary Assets to a third party,
then the purchase price for such Company Proprietary Assets and any continuation and continuation
in part of any such Company Proprietary Assets shall be deemed to constitute the Payment
Commitments for such Company Proprietary Assets and any continuation and continuation in part of
any such Company Proprietary Assets and shall be included in the basis of calculation of the value
threshold set out above. In case the purchase price constitutes more than just payment for the
Company Proprietary Assets and any continuation and continuation in part of any such Company
Proprietary Assets, then the total purchase price shall for calculation purposes be deemed to
constitute the Payment Commitment to be taken into consideration when deciding the value threshold
set out above.



In case the Buyer enters into agreements with third parties granting such party a right to
develop products based on the Company Proprietary Asset set forth in Schedule 2.1.16(i) and any
continuation and continuation in part of any such Company Proprietary Assets, against the Buyer
retaining ownership to either all or some of the product rights, then the Buyer’s product rights
shall be allocated a net present value, and such net present value shall be deemed to constitute
the Payment Commitments for such product rights, and be included in the calculation of the value
threshold set out above; provided, however, that such product has completed a United States Food
and Drug approved Phase II clinical trial. The Seller and the Buyer may both appoint an expert
valuator to decide upon the net present value in case the Parties can not agree upon the net
present value. The Buyer is obliged to provide the valuators with necessary information to be able
to assess the net present value of the product rights. Such net present value assessment shall be
conducted within 90 days from a claim for a net present value evaluation is raised by either of the
Party. The net present value shall be the average between the Seller and the Buyer valuator’s
price. Such net present value shall be firm and final between the Parties. Both Parties shall bear
its own costs in appointing a third party valuator.



1.4.2 Third PaymentIn the event Buyer (and the Company) receives Payment Commitments (as for
the receipt of at least an aggregate sum of Sixteen Million Dollars ($16,000,000) in which at least
Two Million Dollars ($ 2,000,000) shall arise from upfront payments (including the Eight Million
Dollars ($ 8,000,000) from the Second Payment and the One Million Dollars ($ 1,000,000) in up
front payments) prior to September 30, 2006 and subsequent to the Closing Date involving the
Company Proprietary Assets as set out in Schedule 2.1.16(i) and any continuation and continuation
in part of any such Company Proprietary Assets; in connection with the closing of one or more of
the IP Contracts; then Buyer shall issue to the Sellers pro rata, based upon the number of Inovio
Shares held by each Seller on the Closing Date, additional shares of Series D Stock having an
aggregate value of One Million Dollars ($1,000,000 USD) (the “Third Payment”). The Buyer shall
distribute the Third Payment to the Sellers no later than the thirtieth day following the date of
receipt by Buyer of the closing of the IP Contract (the “Third Payment Date”).



Included in the calculation of the Sixteen Million Dollars threshold set out above, is any
Payment Commitments in IP Contracts obtained by the Company from the date of signing this Agreement
and until September 30, 2006.



The calculation of the Third Payment and the value threshold shall be made on the same
criteria as the calculation of the Second Payment as set out in Section 1.4.1 above.



1.4.3 Valuation of Shares of Series D StockThe value of each share of Series D Stock issued in
connection with the Second Payment shall equal the average of the closing price of Buyer’s common
stock on the AMEX for the thirty (30) trading day period immediately preceding the Second Payment
Date. The value of each share of Series D Stock issued in connection with the Third Payment shall
equal the average of the closing price of Buyer’s common stock on the AMEX for the thirty (30)
trading day period immediately preceding the Third Payment Date.



1.4.4 Automatic Conversion of Second and Third Payment SharesThe shares of Series D Stock
issued in connection with the Second Payment and the Third Payment, respectively, shall
automatically convert and become one (1) fully paid, validly issued and nonassessable share of
Buyer’s common stock, free and clear of any liens, claims or encumbrances, as follows: Fifty
percent (50%) on the date which is three (3) months from the Second Payment Date or the Third
Payment Date, as applicable and fifty percent (50%) on the date which is six (6) months from the
Second Payment Date or the Third Payment Date, as applicable; provided, however, that if
the registration statement relating to such shares filed by the Buyer pursuant to Section 2(b) of
the Registration Rights Agreement has not become effective, the Founders and Institutional
Shareholders, may, in their sole discretion, elect to delay the conversion of the shares of Series
D Stock until such time that the registration statement becomes effective; and provided, further,
that if a common stock stock dividend, stock split, share combination, exchange of shares,
recapitalization, consolidation, reorganization, or liquidation of or by Buyer shall occur prior to
the conversion of all of the Series D Stock into Buyer’s common stock, Buyer shall adjust the
common stock conversion ratio of the remaining, unconverted shares of the Series D Stock to reflect
the equity of the applicable common stock subsequent to conversion. Buyer shall notify each holder
of the Series D Stock of the conversion. Upon notification, each holder shall promptly surrender
his shares to Buyer or to Buyer’s designated transfer agent, duly endorsed for transfer. However,
surrender of Series D Stock shall not be necessary to effectuate a conversion pursuant to this
Section 1.4.4. The conversion pursuant to this Section 1.4.4 shall be deemed to have been made
immediately prior to the close of business on the conversion date and the Founders or Institutional
Shareholders entitled to receive the shares of Buyer’s common stock issuable upon such conversion
shall be treated for all purposes as the record holder on such date.



1.4.5 Cash Alternative Option for Ordinary ShareholdersBuyer shall offer each Ordinary
Shareholder the right to receive the equivalent cash value in U.S. currency in lieu of shares of
Series D Stock for its portion of the Second Payment (if any) and the Third Payment (if any), and
the amounts paid by Buyer as a consequence thereof shall reduce the aggregate number of shares of
Series D Stock to be issued to such Ordinary Shareholder.



1.4.6 Cash Alternative Payments to Non-Exempt SellersNotwithstanding the foregoing, Buyer
shall have the option, in its sole discretion, to distribute to each Non-Exempt Seller the
equivalent cash value in U.S. currency in lieu of shares of Series D Stock for such Non-Exempt
Seller’s portion of the First Payment, the Second Payment (if any) and the Third Payment (if any),
and the amounts paid by Buyer as a consequence thereof shall reduce the aggregate number of shares
of Series D Stock to be issued to such Non-Exempt Seller.



1.4.7 EscrowOn the Closing Date, Buyer shall deposit with the Bank of New York, as escrow
agent pursuant to the terms of the Escrow Agreement, Forty Percent (40%) of the shares of Series D
Stock to be delivered by Buyer to the Founders and the Institutional Shareholders as set forth in
Sections 1.3.2 and 1.3.3. as further set forth in Schedule 1.4.7 for each of the Founders
and the Institutional Shareholders.




1.5 Closing.



1.5.1 Closing Date.The closing of the Acquisition (the “Closing”) shall take place at the
offices of Buyer’s counsel, Kirkpatrick & Lockhart Nicholson Graham LLP, located at 10100 Santa
Monica Boulevard, Los Angeles, California 90067, and concurrently at the offices of the Company,
located at Forskningsveien 2A, 0373, Postbox 180 — Vinderen, 0319 OSLO, Norway on January 25, 2005
(the “Closing Date”) or at such other time as shall be agreed upon in writing by Buyer and the
Founders and Institutional Shareholders.



1.5.2 Buyer’s Ancillary Agreements. Subject to the terms and conditions set forth in this
Agreement, at the Closing, Buyer shall take, or cause to be taken, the following actions:



(i) Buyer shall execute the Registration Rights Agreement by and among Buyer, the Founders and
the Institutional Shareholders in the form attached hereto as Exhibit 1.5.2(i) and
incorporated herein by this reference (the “Registration Rights Agreement”),



(ii) Buyer shall execute the Escrow Agreement by and among Buyer, the Founders and the
Institutional Shareholders in the form attached hereto as Exhibit 1.5.2(ii) and
incorporated herein by this reference (the “Escrow Agreement”),



(iii) Buyer shall execute the Employment Agreement between Buyer and Iacob Mathiesen in the
form attached hereto as Exhibit 1.5.2(iii) and incorporated herein by this reference (the
“Employment Agreement”),




(iv) Buyer shall file with the Secretary of State of Delaware the Certificate of Designations.



1.5.3 Sellers’ Ancillary Agreements. Subject to the terms and conditions set forth in this
Agreement, and in addition to those actions set forth in Section 1.1 above, at the Closing, the
appropriate Sellers shall take, or cause to be taken, the following actions:



(i) The Founders and the Institutional Shareholders shall execute the Lock-Up Agreements by
and among the Founders and the Institutional Shareholders in the form attached hereto as
Exhibit 1.5.3(i) and incorporated herein by this reference (the “Lock-Up Agreements”),



(ii) The Founders and the Institutional Shareholders shall execute the Registration Rights
Agreement,




(iii) The Founders and the Institutional Shareholders shall execute the Escrow Agreement,




(iv) Iacob Mathiesen shall execute the Employment Agreement, and



(v) The Sellers shall deliver to the Buyer an irrevocable instruction to the Company’s account
holder in VPS instructing the account holder to register Buyer as the owner of the Inovio Shares
free and clear of all liens and encumbrances.




2. REPRESENTATIONS AND WARRANTIES.



2.1 Representations and Warranties of the Company and the Sellers. The Company, the
Founders and the Institutional Shareholders in proportion to their shareholding in the Company,
hereby severally represent and warrant to Buyer as follows:



2.1.1 Capitalization. The authorized share capital of the Company currently consists of
516,260 shares of Inovio Shares, of which 512,460 shares are issued and outstanding and owned by
the Sellers and of which 3,800 shares are held by the Company in its treasury. At the Closing, the
authorized share capital of the Company will consist of 516,260 Inovio Shares of which 512,460
shares will be issued and outstanding and owned by the Sellers. In addition, the Company has
124,294 warrants to subscribe for Inovio Shares at a subscription price of NOK 90 outstanding (the
“Warrants”), all of which shall be cancelled by the warrant holders prior to the Closing Date. The
number of shares of the Inovio Shares owned beneficially or of record by each of the Sellers, and
the number of Warrants and the names of each holder of the Warrants is set forth on Schedule
2.1.1 hereto. All issued and outstanding shares of the Inovio Shares have been duly authorized
and validly issued and are fully paid and nonassessable. Except as set forth on Schedule
2.1.1 hereto there are no outstanding obligations, options, warrants, rights, calls,
commitments, conversion rights, plans or other agreements of any character to which the Company is
a party or otherwise bound which provide for the purchase or issuance by the Company of any
authorized but not outstanding, or authorized and outstanding, shares of the capital of the
Company. There is no personal liability attached to the Inovio Shares. No person has any
preemptive or similar rights in respect of any securities of the Company. The sale of Inovio
Shares by the Sellers as provided herein shall, upon consummation of the transactions contemplated
hereby, vest Buyer with good and marketable title to the Inovio Shares, free and clear of all
liens, charges, claims and encumbrances.



2.1.2 Organization, Good Standing and Power. The Company is a corporation duly organized,
validly existing and in good standing and authorized to exercise its corporate powers, rights and
privileges under the laws of Norway with full corporate power and authority to own, lease and
operate its properties and to carry on the Business as presently conducted by it. Schedule
2.1.2 hereto sets forth all states and other jurisdictions in which the Company is registered
as duly qualified and in good standing to do business as a foreign company. There are no other
states or jurisdictions in which the character and location of the properties owned or leased by
it, or the conduct of the Business makes any such registration necessary. The Company’s minute
books contain complete and accurate records of all meetings and other material actions, including,
without limitation, actions by unanimous written consent of the Sellers and the board of directors
of the Company.



2.1.3 Authority. The execution and delivery by the Company and the Sellers of the Executed
Agreements, the performance by the Company and the Sellers (to the extent that it is a party
thereto) of their obligations under the Executed Agreements, and the consummation of the
transactions contemplated by the Executed Agreements, have been duly and validly authorized by all
necessary action on the part of the Company and the Sellers, and the Company and the Sellers have
all necessary power with respect thereto. The Executed Agreements are, or when executed and
delivered by the Company and the Sellers shall be, the valid and binding obligations of the Company
and the Sellers, enforceable in accordance with their respective terms, except to the extent that
enforceability may be limited by general equitable principles or the operation of bankruptcy,
insolvency, reorganization, moratorium or similar laws. Neither the execution and delivery by the
Company and the Sellers of the Executed Agreements, nor the consummation of the transactions
contemplated thereby, nor the performance by the Company and the Sellers of their obligations under
the Executed Agreements, shall (nor with the giving of notice or the lapse of time or both would)
(i) conflict with or result in a breach of any provision of the Articles of Association, (ii) give
rise to a default, or any right of termination, cancellation or acceleration, or otherwise result
in a loss of contractual benefits to the Company or the Sellers, under any of the terms, conditions
or provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or
obligation to which the Company or any of the Sellers is a party or by which the Company or any of
the Sellers or any of its properties or assets may be bound, (iii) violate any order, writ,
injunction, decree, law, statute, rule or regulation applicable to the Company or any of its
respective properties or assets, (iv) result in the creation or imposition of any lien, claim,
restriction, charge or encumbrance upon any of the properties or assets of the Company, or (v) to
the Knowledge of the Company, interfere with or otherwise adversely affect the ability of Buyer to
carry on the Business as now conducted by the Company.



2.1.4 Interests in Other Entities. Except as set forth on Schedule 2.1.4 hereto, the
Company does not (i) own, directly or indirectly, of record or beneficially, any shares of voting
stock or other equity securities of any other corporation or entity, (ii) have any ownership
interest, direct or indirect, of record or beneficially, in any entity, or (iii) have any
obligation, direct or indirect, present or contingent, to purchase or subscribe for any interest
in, advance or loan moneys to, or in any way make investments in, any person or entity, or to share
any profits or capital investments in other persons or entities, or both.



2.1.5 Governmental Authorizations; Third Party Consents. Except as set forth on Schedule
2.1.5 hereto, no approval, consent, compliance, exemption, authorization or other action by, or
notice to or filing with, any Governmental Body or any other person or entity, and no lapse of a
waiting period, is necessary or required to be obtained by the Company or any Founder or
Institutional Shareholder in connection with the execution, delivery or performance by any of them,
of this Agreement, any of the Executed Agreements or the transactions contemplated hereby and
thereby.



2.1.6 Financial Statements. Prior to Closing, the Company shall deliver to Buyer true and
correct copies of (i) its audited balance sheets for its fiscal years ended December 31, 2004,
2003, 2002 and 2001 and, in each case, the related statements of income, changes in stockholders’
equity, retained earnings and cash flows for the 12-month periods then ended, together with the
report thereon of Price Waterhouse Coopers, who are independent certified public accountants
licensed to practice before the SEC (the “Audited Financial Statements”), and (ii) unaudited
balance sheet as at the Closing Date, and the related statements of income, retained earnings and
cash flow for the period since December 31, 2004 then ended (the “Interim Financial Statements”).
All of such financial statements, together with those delivered to Buyer pursuant to Section 3.2
hereof, including any notes thereto, were, or will be, prepared in accordance with generally
accepted accounting principles applied on a consistent basis throughout the periods involved and
fairly present in all material respects the financial position and cash flows of the Company at,
and the results of its operations for, the periods covered thereby. The books and records of the
Company are in all material respects true and correct, have been maintained in accordance with good
business practices, and accurately reflect the basis for the financial condition and results of
operations of the Company as set forth in the financial statements.



2.1.7 Absence of Undisclosed Liabilities. The Company does not have any liabilities,
commitments or obligations, whether accrued, absolute, contingent or otherwise, that have not been
(i) in the case of liabilities, commitments and obligations of a type customarily reflected on the
balance sheet of the Company, reflected on the Interim Financial Statements in accordance with
generally accepted accounting principles, or incurred, consistent with past practice, in the
ordinary course of business since December 31, 2004 and that are not material either individually
or in the aggregate or (ii) in the case of all other types of liabilities and obligations, as set
forth on Schedule 2.1.7 hereto.



2.1.8 Absence of Certain Changes. Except as and to the extent set forth on Schedule
2.1.8 hereto, since December 31, 2004, the Company has not:



(i) suffered any material adverse change in its working capital, condition (financial or
otherwise), assets, liabilities, business, operations or prospects;



(ii) incurred any material liabilities or obligations except items incurred in the ordinary
course of business and consistent with past practice, none of which exceeds $50,000 USD (counting
obligations or liabilities arising from one transaction or a series or similar transactions, and
all periodic installments or payments under any lease or other agreement providing for periodic
installments or payments, as a single obligation or liability), or experienced any increase in, or
change in any assumption underlying or methods of calculating, any bad debt, contingency or other
reserves;



(iii) paid, discharged or satisfied any claim, liabilities or obligations (absolute, accrued,
contingent or otherwise) other than the payment, discharge or satisfaction in the ordinary course
of business and consistent with past practice of liabilities and obligations reflected or reserved
against on the balance sheets of the Company or incurred in the ordinary course of business and
consistent with past practice since December 31, 2004;



(iv) permitted or allowed any of its property or assets (real, personal or mixed, tangible or
intangible) to be subjected to any mortgage, pledge, lien, security interest, encumbrance,
restriction or charge of any kind, other than taxes and general and special assessments not in
default and payable without penalty of interest;



(v) written off as uncollectible any notes or accounts receivable, except for write-offs in
the ordinary course of business and consistent with past practice, none of which are material;



(vi) canceled any debts or waived or suffered to lapse any claims or rights of substantial
value, or sold, transferred, or otherwise disposed of any of its properties or assets (real,
personal or mixed, tangible or intangible), except in the ordinary course of business and
consistent with past practice;



(vii) disposed of or suffered to lapse any rights to use any domain name, patent, trademark,
trade name or copyright, or disposed of or disclosed (except as necessary in the ordinary conduct
of the Business) to any person any trade secret, formula, process or know-how;



(viii) granted any material general increase in the compensation of officers or employees
(including any such increase pursuant to any bonus, pension, profit-sharing or other plan or
commitment) or any increase in the compensation payable or to become payable to any officer or
employee, and, no such increase is customary on a periodic basis or is required by agreement or
understanding;



(ix) made any single capital expenditure or commitment in excess of $50,000 USD for additions
to property, plant, equipment or intangible assets or made aggregate capital expenditures and
commitments in excess of $50,000 USD, for additions to property, plant, equipment or intangible
assets;



(x) redeemed any shares of its issued share capital or declared, paid or set aside for payment
any dividend or other distribution in respect of its issued share capital;




(xi) made any change in any method of accounting or accounting practice;



(xii) paid, loaned or advanced any amount to, or sold, transferred or leased any properties or
assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement or
arrangement with, any of its officers, directors, debtholders, employees or Sellers or any
Affiliate or Associate of any of its officers, directors, noteholders, employees or Sellers;



(xiii) paid any amount in respect of debt for borrowed money except for regularly scheduled
payments of principal and interest in accordance with the terms thereof;



(xiv) granted any stock option or right to purchase shares of capital stock of the Company;
issued any security convertible into such capital stock; or granted any registration rights;
purchased, redeemed, retired, or otherwise acquired any shares of such capital stock;




(xv) amended the Company’s Articles of Association;



(xvi) entered into, suffered any termination of, or received notice of termination of (A) any
license, distributorship, dealer, sales representative, joint venture, credit, or similar
agreement, or (B) any agreement, contract, obligation, promise, or undertaking (whether written or
otherwise and whether express or implied) or transaction involving a total remaining commitment by
or to the Company of at least $50,000 USD;



(xvii) agreed, whether in writing or otherwise, to take any action described in this Section
unless such action is specifically excepted from this Section 2.1.8 or set forth on Schedule
2.1.8 hereto.




2.1.9 Tax Matters. Except as set forth on Schedule 2.1.9 hereto:



(i) the Company has filed with the appropriate Governmental Bodies all tax returns and reports
required to be filed by it (“Returns”), has paid in full or made adequate provision for the payment
of all Taxes, together with interest, penalties, assessments and deficiencies owed by it (whether
or not shown on any Returns), and all such Returns were correct and complete in all respects;



(ii) the Company is not currently the beneficiary of any extension of time within which to
file any Returns;



(iii) the Company has previously provided Buyer with true and complete copies of all such
Returns filed within the past three (3) years;




(iv) there are no filed or other known tax liens upon any property or assets of the Company;



(v) the Company has not waived any statute of limitations in respect of Taxes or executed or
filed with any governmental authority any agreement extending the period for the assessment or
collection of any Taxes, and it is not a party to any pending or, to the Company’s or the Sellers’
Knowledge, threatened action or proceeding by any Governmental Body for the assessment or
collection of Taxes;



(vi) there is no unresolved written claim by a Governmental Body in any jurisdiction where the
Company does not file Returns that the Company is or may be subject to taxation by such
jurisdiction;




(vii) there has been no examination or audit with respect to Taxes with respect to any year;



(viii) the Company has withheld and paid all Taxes required to have been withheld and paid in
connection with amounts paid or owing to any employee, independent contractor, creditor, the
Sellers or other third party;



(ix) the unpaid Taxes of the Company (A) did not, as of the most recent fiscal month end,
exceed the reserve for Tax liability (other than any reserve for deferred Taxes established to
reflect timing differences between book and Tax income) set forth on the face of the Interim
Financial Statements (rather than any notes thereto) and (B) do not exceed that reserve as adjusted
for the passage of time through the Closing Date in accordance with the past custom and practice of
the Company in filing its Tax Returns.




2.1.10 Legal Proceedings; Orders.




(i) Except as set forth on Schedule 2.1.10 hereto there is no pending Proceeding:



(A) that has been commenced by or against the Company or a Seller or that otherwise relates to
or may affect the Business, or any assets owned or used by the Company; or



(B) that challenges, or that may have the effect of preventing, delaying, making illegal, or
otherwise interfering with, the transaction contemplated by the Executed Agreements.



To the Knowledge of the Founders and the Institutional Shareholders and the Company or any of
their respective Affiliates or Associates, (1) no such Proceeding has been threatened or is likely
to be asserted, commenced, taken, or otherwise pursued in the future, and (2) no event has occurred
or circumstance exists that may give rise to or serve as a basis for the commencement of any such
Proceeding. The Company has delivered to Buyer copies of all pleadings, correspondence, and other
documents relating to each Proceeding listed in Schedule 2.1.10. The Proceedings listed in
Schedule 2.1.10 are not likely to give rise to, individually or in the aggregate, a Company
Material Adverse Effect.




(ii) Except as set forth in Schedule 2.1.10:



(A) there is no Order to which the Company, or any of the assets owned or used by the Company,
is subject;



(B) neither the Founder nor the Institutional Shareholders are subject to any Order that
relates to the Business, or any of the assets owned or used by, the Company; and



(C) no officer, director, agent, or employee of the Company is subject to any Order that
prohibits such officer, director, agent or employee from engaging in or continuing any conduct,
activity, or practice relating to the Business.




	 	(iii)	 	Except as set forth in Schedule
2.1.10:





(A) the Company is, and at all times has been, in full compliance with all of the terms and
requirements of each Order to which it, or any of the assets owned or used by it, is or has been
subject;



(B) no event has occurred or circumstance exists that may constitute or result in (with or
without notice or lapse of time) a violation of or failure to comply with any term or requirement
of any Order to which the Company, or any of the assets owned or used by the Company, is subject;
and



(C) the Company has not received any notice or other communication (whether oral or written)
from any Governmental Body or any other person or entity regarding any actual, alleged, possible,
or potential violation of, or failure to comply with, any term or requirement of any Order to which
the Company, or any of the assets owned or used by the Company, is or has been subject.



2.1.11 Compliance with Applicable Law; Certain Payments. Except as set forth in Schedule
2.1.11, the Company is, and at all times since its formation has been, in compliance with all
Laws promulgated by any Governmental Body applicable to the Company or to the conduct of the
Business or operations of the Company or to the use of its properties and assets, including,
without limitation, all Environmental Laws (as defined in Section 2.1.12 hereof), all tax, ERISA,
privacy, employment and human rights Laws. The Company has not received any written notices of
violation or alleged violation of any Laws by the Company. Neither the Company nor any director,
officer, agent, or employee of the Company, or any other person associated with or acting for or on
behalf of the Company, has directly or indirectly (i) made any contribution, gift, bribe, rebate,
payoff, influence payment, kickback, or other payment to any person, entity or organization,
private or public, regardless of form, whether in money, property, or services (A) to obtain
favorable treatment in securing business, (B) to pay for favorable treatment for business secured,
(C) to obtain special concessions or for special concessions already obtained, for or in respect of
the Company or any Affiliate or Associate of the Company, or (D) in violation of any Laws, or (ii)
established or maintained any fund or asset that has not been recorded in the books and records of
the Company.




2.1.12 Environmental Matters.




(i) Except as set forth on Schedule 2.1.12 hereto:



(A) neither the Company nor its operations or the real property leased by the Company as set
forth on Schedule 2.1.14 hereto (the “Facilities”) are subject to any outstanding written
order, consent decree or settlement agreement with any person relating to (1) any Environmental
Laws (as defined in subsection (iii) below), (2) any Environmental Claim (as defined in subsection
(iii) below), or (3) any Hazardous Materials Activity (as defined in subsection (iii) below);



(B) there are, and to the Company’s and the Founders and the Institutional Shareholders’
Knowledge, have been no conditions, occurrences, or Hazardous Materials Activity that could
reasonably be expected to form the basis of an Environmental Claim against the Company;



(C) neither the Company nor, to the Company’s and the Founders and the Institutional
Shareholders’ Knowledge, any predecessor of the Company, has filed at any time any notice under any
Environmental Law indicating past or present treatment of Hazardous Materials (as defined in
subsection (iii) below) at the Facilities, and none of the Company’s operations involves the
generation, transportation, treatment, storage, or disposal of hazardous waste; and



(D) compliance with all current or reasonably foreseeable future requirements pursuant to or
under Environmental Laws will not, individually or in the aggregate, have a reasonable possibility
of giving rise to a Company Material Adverse Effect.



(ii) Notwithstanding anything in this Section 2.1.12 to the contrary, no event or condition
has occurred or is occurring with respect to the Company relating to any Environmental Law, any
Release (as defined in subsection (iii) below) of Hazardous Materials, or any Hazardous Material
Activity, including any matter disclosed on Schedule 2.1.12 hereto.




(iii) The following terms used in this Section 2.1.12 shall have the following meanings:



(A) “Environmental Laws” shall mean any and all current or future statutes, ordinances,
orders, rules, regulations, guidance documents, judgments, governmental authorizations, or any
other requirements of governmental authorities relating to (1) environmental matters, including
those relating to any Hazardous Materials Activity, (2) the generation, use, storage,
transportation or disposal of Hazardous Materials, or (3) occupational safety and health,
industrial hygiene, land use or the protection of human, plant, or animal health or welfare, in any
manner applicable to the Company.



(B) “Environmental Claim” shall mean any investigation, notice, notice of violation, claim,
action, suit, proceeding, demand, abatement order or other order or directive (conditional or
otherwise), by any Governmental Body or any other person, arising (1) pursuant to or in connection
with any actual or alleged violation of any Environmental Law, (2) in connection with any Hazardous
Materials or any actual or alleged Hazardous Materials Activity, or (3) in connection with any
actual or alleged damage, injury, threat or harm to health, safety, natural resources or the
environment.



(C) “Hazardous Materials” shall mean (1) any chemical, material or substance at any time
defined as or included in the definition of “hazardous substances”, “hazardous wastes”, “hazardous
materials”, “extremely hazardous waste”, “acutely hazardous waste”, “radioactive waste”,
“biohazardous waste”, “pollutant”, “toxic pollutant”, “contaminant”, “restricted hazardous waste”,
“infectious waste”, “toxic substances”, or any other term or expression intended to define, list or
classify substances by reason of properties harmful to health, safety or the indoor or outdoor
environment (including harmful properties such as ignitability, corrosivity, reactivity,
carcinogenicity, toxicity, reproductive toxicity, “TCLP toxicity” or “EP toxicity” or words of
similar import under any applicable Environmental Laws), (2) any oil, petroleum, petroleum fraction
or petroleum derived substance, (3) any drilling fluids, produced waters and other wastes
associated with the exploration, development or production of crude oil, natural gas or geothermal
resources, (4) any flammable substances or explosives, (5) any radioactive materials, (6) any
asbestos-containing materials, (7) urea formaldehyde foam insulation, (8) electrical equipment that
contains oil or dielectric fluid containing polychlorinated biphenyls, (9) pesticides, and (10) any
other chemical, material or substance, exposure to which is prohibited, limited or regulated by
governmental authority or that may or could pose a hazard to the health and safety of the owners,
occupants or any other persons in the vicinity of the Facilities or to the indoor or outdoor
environment.



(D) “Hazardous Materials Activity” shall mean any past, current, proposed or threatened
activity, event or occurrence involving any Hazardous Materials, including the use, manufacture,
possession, storage, holding, presence, existence, location, Release, threatened Release,
discharge, placement, generation, transportation, processing, construction, treatment, abatement,
removal, remediation, disposal, disposition or handling of any Hazardous Materials, and any
corrective action or response action with respect to any of the foregoing.



(E) “Release” shall mean any release, spill, emission, leaking, pumping, pouring, injection,
escaping, deposit, disposal, discharge, dispersal, dumping, leaching or migration of Hazardous
Materials into the indoor or outdoor environment (including, without limitation, the abandonment or
disposal of any barrels, containers or other closed receptacles containing any Hazardous
Materials), including the movement of any Hazardous Materials through the air, soil, surface water
or ground water.



2.1.13 Permits. A list of all permits, approvals, licenses, certificates, franchises,
authorizations, consents and orders (“Permits”) necessary to the operation of the business of the
Company in the manner in which it is presently conducted is set forth on Schedule 2.1.13
hereto. All such Permits are valid and remain in full force and effect. The Company has not
engaged in any activity that would cause revocation or suspension of any such Permits and no action
or proceeding looking to or contemplating the revocation or suspension of any thereof is pending or
threatened. To the Knowledge of the Company and the Founders and the Institutional Shareholders,
no Permits (other than as set forth on Schedule 2.1.13 hereto) will be required to permit
the Company to continue the Business substantially in the manner as it is presently conducted after
the consummation of the transactions contemplated hereby.



2.1.14 Title to Properties. The assets set forth on the Interim Financial Statements are all
of the material assets that are necessary for the conduct of the Business as currently conducted by
the Company. Except as set forth on Schedule 2.1.14 hereto, the Company has good title to
all of the properties and assets (real, personal and mixed, tangible and intangible) reflected on
the Interim Financial Statements or thereafter acquired or that it purports to own free and clear
of all mortgages, liens, pledges, charges or encumbrances of any nature whatsoever, except those
referred to in the Interim Financial Statements. Schedule 2.1.14 hereto sets forth a true
and correct list setting forth, and brief description of, all (i) leases (whether by or to the
Company) and contracts and commitments for the purchase or sale or lease (whether as lessor or
lessee) of the Company with respect to real property and (ii) leases (whether by or to the Company)
and title retention or conditional sales agreements and other security devices (whether as lessor
or lessee) of the Company with respect to items of personal property. All leases set forth on
Schedule 2.1.14 hereto are valid, binding and enforceable in accordance with their terms,
and are in full force and effect, except to the extent that enforceability may be limited by
general equitable principles or the operation of bankruptcy, insolvency, reorganization, moratorium
or similar laws; there are no existing defaults by the Company thereunder and no event has occurred
that (whether with or without notice, lapse of time or both) would constitute a default by the
Company thereunder. All lessors under such leases have consented (where such consent is necessary)
to the consummation of the transactions contemplated by this Agreement without requiring
modification of the rights and obligations of the Company thereunder. All of the tangible property
(whether leased) of the Company in excess of $10,000 is set forth on Schedule 2.1.14
hereto.




2.1.15 Accounts Receivable; Accounts Payable, Fixed Assets; Inventory.



(i) Schedule 2.1.15(i)(a) hereto sets forth a true and correct list of the Company’s
accounts receivable as of December 31, 2004, and aging with respect thereto. All of the accounts
receivable of the Company reflected on Schedule 2.1.15(i)(a) hereto, together with those
delivered to Buyer pursuant to Section 3.2 hereof, are good and collectible in the ordinary course
of business at the aggregate recorded amounts thereof, less the amount of the reserve for bad
accounts reflected therein, and are not subject to any offsets. A true and correct list of the
Company’s accounts receivable as of the Closing Date, and aging with respect thereto, will be added
to Schedule 2.1.15(i)(a) hereto at the Closing. The accounts receivable of the Company
added after the date hereof to Schedule 2.1.15(i)(a) hereto when added will be good and
collectible in the ordinary course of business at the aggregate amounts recorded on the books of
account, less the amount of the reserve for bad accounts reflected therein (which reserve has been
established on a basis consistent with prior practice and in accordance with generally accepted
accounting principles) and will not subject to any offsets. Schedule 2.1.15(i)(b) hereto
contains a true and correct list of the Company’s accounts payable as of December 31, 2004. All
such accounts payable were incurred in the ordinary course of business for goods or services
received by the Company. A true and correct list of the Company’s accounts payable as of the
Closing Date will be added to Schedule 2.1.15(i)(b) hereto at the Closing. All such
accounts payable added after the date hereof to Schedule 2.1.15(i)(b) shall have been
incurred in the ordinary course of business for goods or services received by the Company.



(ii) Schedule 2.1.15(ii) hereto contains a true and correct list of all machinery,
equipment and other fixed assets of the Company (the “Equipment”). Each such item of Equipment is
in good operating condition, normal wear and tear excepted, and is adequate for the use to which it
is being put. Each such item has been maintained, in all material respects, in accordance with
prudent business practice and no such maintenance has been deferred.



(iii) Schedule 2.1.15(iii) hereto contains a true and correct list of all inventory of
the Company and all items to be delivered to the Business for such inventory after the Closing that
are subject to purchase commitments outstanding at the Closing, consist of items that are, or upon
delivery will be of a quality and quantity presently usable and saleable in the ordinary course of
business.




2.1.16 Intellectual Properties.



(i) Schedule 2.1.16(i) hereto sets forth, with respect to each Proprietary Asset (as
defined below) owned by the Company and registered by the Company with any Governmental Body for
which a registration application has been filed by the Company with any Governmental Body, (A) a
brief description of such Proprietary Asset and (B) the names of the jurisdictions covered by the
applicable registration or application. Schedule 2.1.16(i) identifies and provides a brief
description of all other Proprietary Assets owned by the Company that are material to the business
of the Company. (each of the foregoing a “Company Proprietary Asset” and collectively, the “Company
Proprietary Assets”) Schedule 2.1.16(i) identifies any Contract containing any ongoing royalty or
payment obligations with respect to each Proprietary Asset that is licensed or otherwise made
available to the Company by any person and is material to the business of the Company (except for
any Proprietary Asset that is licensed to the Company under any third party software license
generally available to the public), and identifies the Contract under which such Proprietary Asset
is being licensed or otherwise made available to the Company. Except with regard to any Proprietary
Asset with respect to which a registration or registration application has been the subject of a
notice of abandonment as set forth in Schedule 2.1.16(i), the Company has good, valid and
marketable title to all of the Company Proprietary Assets identified in Schedule 2.1.16(i), free
and clear of all encumbrances, except for any lien for current taxes not yet due and payable. The
Company has a valid right to use, license and otherwise exploit all Company Proprietary Assets.
Except as set forth in Schedule 2.1.16(i), the Company has not developed jointly with any other
person any Company Proprietary Asset with respect to which such other person has any rights. Except
as set forth in Schedule 2.1.16(i), there is no Company Contract pursuant to which any person has
any right (whether or not currently exercisable) to use, license or otherwise exploit any Company
Proprietary Asset.



(ii) Except as disclosed in Schedule 2.1.16(ii), the Company has taken necessary measures and
precautions to protect and maintain the confidentiality, secrecy and value of all Company
Proprietary Assets. Without limiting the generality of the foregoing, (A) all current and former
employees of the Company have executed and delivered to the Company an agreement that is
substantially identical to the form of Employment Agreements previously delivered by the Company to
Buyer and (B) all current and former consultants and independent contractors to the Company have
executed and delivered to the Company an agreement that is substantially identical to the form of
Consultant Agreement previously delivered to Buyer. No current or former employee, officer,
director, shareholder, consultant or independent contractor has any right, claim or interest in or
with respect to any Company Proprietary Asset save for the employees mandatory rights under the
Norwegian Employee Inventor Act..




(iii) Except as disclosed in Schedule 2.1.16(iii):



(A) All patents, trademarks, service marks and copyrights held by the Company are to the
Company’s Knowledge valid, enforceable and subsisting;



(B) No Proceeding has been brought or threatened against the Company alleging that the Company
Proprietary Assets infringe or misappropriate any Proprietary Asset owned by any other person.



(iv) Except as disclosed in Schedule 2.1.16(iv) the Company has not: (A) licensed any of the
Company’s Proprietary Assets to any Person on an exclusive basis, or (B) entered into any covenant
not to compete or Contract limiting its ability to exploit fully any Company’s Proprietary Assets
or to transact business in any market or geographical area or with any person (except for any
Proprietary Asset that is licensed to the Company under any third party software license generally
available to the public and except for limitations included in any Contract identified in Schedule
2.1.22).



(v) Except as set forth in Schedule 2.1.16(v), the Company has not disclosed or delivered to
any person (other than to an employee or other person who has executed a Confidential Disclosure
Agreement), or permitted the disclosure or delivery to any escrow agent or other person, of any
source code relating to any Company Proprietary Asset owned by the Company (“Company Source Code”).
There is no contract pursuant to which the Company has deposited or is required to deposit with
an escrow holder or any other person any Company Source Code. Neither the execution of this
Agreement or the executed agreements nor the consummation of any of the transactions contemplated
hereby and thereby will cause or result in the release or disclosure of any Company Source Code
relating to any Company Proprietary Asset.



2.1.17 Domain Names. Schedule 2.1.17 hereto sets forth a complete list of all domain
names owned or used by the Company in the conduct of the Business. No officer, director or
employee of the Company, the Founders or the Institutional Shareholders, or any of their Affiliates
or Associates, and no Founder or Institutional Shareholder, has any ownership or other interest in
the domain names. None of the domain names, to the Knowledge of the Sellers, infringes any
trademarks, trademark rights, trade names, trade name rights or service marks of others. The
Company has not obtained rights to any domain name in violations of any Laws.



2.1.18 Insurance. Schedule 2.1.18 hereto contains a complete and correct list of all
policies of insurance in which the Company or its officers or directors (in such capacity) is an
insured party, beneficiary or loss payable payee. Copies of all such policies have been previously
provided to Buyer. Such policies are in full force and effect.



2.1.19 Bank Accounts; Credit Cards; Corporate Accounts and Powers of Attorney. Schedule
2.1.19 hereto contains a complete and correct list showing (i) the name of each bank in which
the Company has an account or safe deposit box and the names of all persons authorized to draw
thereon or have access thereto, (ii) the names of all credit card issuers with whom the Company has
an account and the names of all persons authorized to use such accounts or have access thereto,
(iii) the names of all cellular telephone, phone card or other corporate accounts with whom the
Company has an account and the names of all persons authorized to use such accounts or have access
thereto and (iv) the names of all persons, if any, holding powers of attorney from the Company.



2.1.20 Employee Arrangements. Except as set forth on Schedule 2.1.20 hereto, the
Company has (i) no union, collective bargaining, employment, management, severance or consulting
agreements, oral or written, to which the Company is a party or is otherwise bound, and (ii) no
deferred compensation agreements, pension and retirement plans, profit-sharing plans, stock
purchase and stock option plans, oral or written. Schedule 2.1.20 hereto sets forth a true
and correct list of all compensation, incentive, bonus, severance, golden parachute, disability,
hospitalization, medical insurance, life insurance and other employee benefit plans, programs or
arrangements maintained by the Company or under which the Company has any obligations (other than
obligations to make current wage or salary payments) in respect of, or that otherwise cover, any of
the current or former officers, employees or consultants of the Company, or their beneficiaries
(each an “Employee Benefit Plan” and collectively the “Employee Benefit Plans”). The Company has
delivered to Buyer true and complete copies of each Employee Benefit Plan, the most recent summary
plan description and all material employee communications. The execution and performance of the
transactions contemplated by this Agreement will not (either alone or upon the occurrence of any
additional or subsequent event) constitute an event under any Employee Benefit Plan or individual
agreement that will or may result in any payment, acceleration, vesting or increase in benefits.
Each Employee Benefit Plan has, at all times, been operated and maintained in accordance with
applicable law and each such Plan’s terms. All contributions to and payments from the Employee
Benefit Plans that may have been required to be made in accordance with the Employee Benefit Plans
and applicable law have been made or are properly accrued and reflected on the balance sheets or
the books and records of the Company. Schedule 2.1.20 hereto sets forth a true and correct
list of the names, compensation and all accrued and unused vacation and sick time of all persons
employed by the Company.



2.1.21 Certain Business Matters. Except as set forth on Schedule 2.1.21 hereto, (i)
the Company is not a party to or bound by any distributorship, dealership, sales agency, franchise
or similar agreement that relates to the sale, distribution or servicing of any of its material
assets or services related thereto, (ii) the Company does not have any sole-source supplier of
significant goods or services (other than utilities) with respect to which practical alternative
sources are not available on comparable terms and conditions, (iii) there are not pending and, to
the Company’s Knowledge, there are not threatened, any labor negotiations involving or affecting
the Company or the Business and, to the Company’s Knowledge, no organizing activities involving
union representation exist in respect of any of its employees, (iv) the Company neither gives nor
is bound by any express warranties relating to its products or services and, to the Knowledge of
the Company, there has been no assertion of any breach of warranties, (v) the Company is not a
party to or bound by any agreement that limits its freedom to compete in any line of business or
with any person or entity, (vi) to the Company’s Knowledge, no employee of the Company is a party
to or bound by any agreement that limits his/her freedom to compete in any line of business or with
any person or entity, (vii) to the Company’s Knowledge, the Company is not a party to or bound by
any agreement that, based on current economic circumstances, will result in a loss when performed
(provided, however, that in calculating such loss, if any, the allocation of the
applicable research and development costs shall not be included) and (viii) the Company is not a
party to or bound by any agreement or involved in any transaction in which any officer, director,
debtholder or the Sellers, or any Affiliate or Associate of any such person has, or had when made,
a direct or indirect material interest.




2.1.22 Contracts.



(i) Schedule 2.1.22 identifies each Contract as of the date hereof. For purposes of
this Agreement, each of the following Contracts (to the extent the Company has (or may have) any
liability or any obligations thereunder or with respect thereto after the date of this Agreement)
shall be deemed to constitute a “Material Contract”:



(A) any Contract relating to the employment of, or the performance of services by, any
employee or consultant (other than any offer letter provided to any employee of the Company which
provides for “at will” employment and other than employee or consultant Contracts involving less
than $50,000 USD in annual payments that can be terminated by the Company (without penalty) upon
delivery of 60 days or less notice ); any Contract pursuant to which the Company is or may become
obligated to make any severance, termination or similar payment to any current or former employee
or director; and any Contract pursuant to which the Company is or may become obligated to make any
bonus or similar payment (other than payments with respect of salary) in excess of $25,000 USD to
any current or former employee or director;



(B) any Contract, with the exception of standard purchase orders which contain warranties with
a term of less than 12 months, (1) with any customer of the Company; or (2) with respect to the
distribution or marketing of any product of the Company;



(C) each Contract creating or involving any agency relationship, distribution arrangement or
franchise relationship;



(D) each Contract creating or relating to any partnership or joint venture or any sharing of
revenues, profits, losses, costs or liabilities;



(E) each Contract granting rights to manufacture, produce, assemble, license, market, or sell
the Company’s products or services for or to any other person or otherwise affecting the Company’s
exclusive right to develop, manufacture, assemble, distribute, market or sell its products or
services (to the extent such right is exclusive);



(F) any Contract pursuant to which any third party licenses to the Company (or otherwise
permits the Company to use) any intellectual property that is incorporated as a component of any
product of any of the Company or is otherwise material to the business of any of the Company (other
than “off the shelf” or other software used in the business of any of the Company (but not
incorporated as a component of any product of the Company) which is generally available through
regular commercial distribution channels on standard terms and conditions, as modified for the
Company’s operations);



(G) any Contract relating to (1) the license of any Company Proprietary Asset from the Company
or (2) the development of any Company Proprietary Asset;



(H) any Contract (other than the Company’s Articles of Association) which provides for
indemnification of any officer, director, employee or agent;



(I) any Contract that cannot be terminated by the Company (without penalty) with ten (10) days
or less notice and imposing any restriction on the right or ability of the Company: (1) to compete
with any other person, (2) to acquire ownership of or rights to any product or other asset or any
services from any other person, (3) to solicit, hire or retain any person as an employee,
consultant or independent contractor, (4) to develop, sell, supply, distribute, offer, support or
service any product or any technology or other asset to or for any other person, (E) to perform
services for any other person or (5) to transact business or deal in any other manner with any
other person;



(J) any Contract (1) relating to the acquisition, issuance, voting, registration, sale or
transfer of any securities, (2) providing any person with any preemptive right, right of
participation, right of maintenance or any similar right with respect to any securities or (3)
providing the Company with any right of first refusal with respect to, or right to purchase or
otherwise acquire, any securities;



(K) any Contract incorporating or relating to any guaranty or similar obligation, except for
standard purchase orders entered into in the ordinary course of business;




(L) any Contract relating to any currency hedging;




(M) any Contract imposing any confidentiality obligation on the Company;



(N) any Contract to which any Governmental Body is a party, and any other Contract directly or
indirectly benefiting any Governmental Body (including any subcontract or other Contract between
the Company and any contractor or subcontractor to any Governmental Body), except for standard
purchase orders entered into in the ordinary course of business for the license, maintenance or
service of products;



(O) any Contract with obligations in excess of $50,000 USD that has a term of more than 60
days and that may not be terminated by the Company (without penalty) within 60 days after the
delivery of a termination notice by the Company;



(P) any Contract requiring that the Company give any notice or provide any information to any
person prior to considering or accepting any acquisition proposal or similar proposal, or prior to
entering into any discussions, agreement, arrangement or understanding relating to any acquisition
transaction or similar transaction;



(Q) any Contract that contemplates or involves the payment or delivery of cash or other
consideration in an amount or having a value in excess of $50,000 USD in the aggregate, or
contemplates or involves the performance of services by the Company having a value in excess of
$50,000 USD in the aggregate in any given year; and



® any Contract (not otherwise identified in subparagraphs (A) through (Q) of this
Section 2.1.22(i)), if a breach of such Contract would be reasonably likely to have a
Company Material Adverse Effect.



(ii) the Company has delivered or made available to Buyer and to Kirkpatrick & Lockhart
Nicholson Graham LLP an accurate and complete copy of (A) each Material Contract; (B) each Contract
(to the extent that the Company has (or may have) any liability or obligations thereunder or with
respect thereto after the date of this Agreement) of the type referred to in Section
2.1.16(i); (C) each Contract (to the extent that the Company has (or may have) any liability or
obligations thereunder or with respect thereto after the date of this Agreement) with any customer
of the Company; and (D) each other Contract (not otherwise identified in (A) through (C) of this
Subsection 2.1.22(ii)) that is material to the Business.



(iii) each Contract is valid and in full force and effect, and is enforceable in accordance
with its terms, subject to (A) laws of general application relating to bankruptcy, insolvency and
the relief of debtors, and (B) applicable rules of law governing specific performance, injunctive
relief and other equitable remedies.



(iv) (A) the Company has not violated or breached in any material respect, or committed any
default under, any Contract; and, to the Knowledge of the Company, no other person has materially
violated or breached, or committed any material default under, any Contract (except to the extent
cured by the other person); (B) no event has occurred, and no circumstance or condition exists,
that (with or without notice or lapse of time) will, or could reasonably be expected to, (1) result
in a violation or breach in any material respect of any of the provisions of any Contract, (2) give
any person the right to declare a default or exercise any material remedy under any Contract, (3)
give any person the right to receive or require a material rebate, chargeback or penalty under any
Contract, (4) give any person the right to accelerate the maturity or performance of any Contract,
or (5) give any person the right to cancel, terminate or modify in any material respect any
Contract; and (C) the Company has not received any notice or other communication regarding any
actual or possible violation or breach of, or default under, any Contract.



2.1.23 Brokers. No agent, broker, person or firm acting on behalf of the Company or under the
authority of any of the foregoing, is or shall be entitled to a brokerage commission, finder’s fee,
or other like payment in connection with any of the transactions contemplated hereby, from the
Company.



2.1.24 Disclosure. To the Knowledge of the Company and the Founders and the Institutional
Shareholders, no representation or warranty made by the Company or the Founders and the
Institutional Shareholders herein or in any of the Executed Agreements contains any untrue
statement of a material fact or omits or will omit to state a material fact necessary in order to
make the statements therein not misleading.



2.1.25 Affiliated Transactions. Except as set forth on Schedule 2.1.25 hereto, no
Seller (i) is a party to any agreement, contract, obligation, promise, undertaking or transaction
(whether written or otherwise and whether express or implied) with or involving the Company or any
Associate or Affiliate of the Company, or (ii) has any claim, monetary or otherwise, of any sort
against the Company.



2.1.26 Claims Against the Company. Except as set forth on Schedule 2.1.26 hereto, the
Company has, save for accrued holiday payment to its employees from 2004 to become payable in 2005,
no debts, obligations or liabilities owing to the Sellers and, to the knowledge of the Company,
nothing exists that could give rise to a claim by the Sellers of any such debts, obligation or
liability of the Company to the Sellers.



2.1.27 Principal Place of Business. The Company’s principal place of business is located at
Inovio AS, Forskningsveien 2A, 0373, Postbox 180 – Vinderen, 0319 OSLO, Norway.



2.1.28 Disclosure Schedules. All schedules to this Agreement are integral parts to this
Agreement. Nothing in a schedule shall be deemed adequate to disclose an exception to a
representation or warranty made herein, unless the schedule identifies the exception with
reasonable particularity and describes the relevant facts in reasonable detail, including by
explicit cross-reference to another schedule to this Agreement. Without limiting the generality of
the foregoing, the mere listing, or inclusion of a copy, of a document or other item shall not be
deemed adequate to disclose an exception to a representation or warranty made herein, unless the
representation or warranty is being made in connection with the existence of the document or other
item itself. The Company and the Sellers are responsible for preparing and arranging the schedules
corresponding to the lettered and numbered paragraphs contained herein. Disclosure made in a
specific schedule shall not be deemed to have been disclosed with respect to any other schedule
unless an explicit cross-reference appears.



2.1.29 No Products Shipped or Manufactured Prior to Closing Date. The Company did not ship or
manufacture any products prior to the Closing Date.



2.2 Representations and Warranties of the Sellers. Each of the Sellers severally, in
proportion to their shareholding in the Company, represents and warrants to Buyer as follows:



2.2.1 Capacity; Validity. Such Seller has the legal capacity to execute and deliver the
Executed Agreements (to the extent such Seller is a party thereto) and to consummate the
transactions contemplated thereby. The Executed Agreements are, or when executed and delivered by
the delivering parties shall be, the valid and binding obligations of such Seller, enforceable in
accordance with their respective terms, except to the extent that enforceability may be limited by
general equitable principles or the operation of bankruptcy, insolvency, reorganization, moratorium
or similar laws. Neither the execution and delivery by the Sellers (to the extent that they are
parties thereto) of the Executed Agreements, nor the consummation of the transactions contemplated
thereby, nor the performance by the Sellers (to the extent that they are parties thereto) of their
respective obligations under the Executed Agreements, shall (nor with the giving of notice or the
lapse of time or both would) conflict with or result in a breach of any provision of the Articles
of Association of the Sellers.



2.2.2 Sellers’ Stock Ownership. Such Seller holds of record and beneficially owns the number
of shares of Inovio Shares set forth next to its name on Schedule 2.1.1 hereto, and except
as set forth on Schedule 2.2.2 hereto, such shares are free and clear of any restrictions
on transfer, claims, taxes, security interests, options, warrants, rights, contracts, calls,
commitments, equities and demands. Such Seller is not a party to (or has otherwise waived all
rights under) any option, warrant, right, contract, call, put, or other agreement or commitment
providing for the disposition or acquisition of any Inovio Shares (other than this Agreement).
Except as set forth on Schedule 2.2.2 hereto, such Seller is not a party to (or has
otherwise terminated) any voting trust, proxy, or other agreement or understanding with respect to
the voting of any Inovio Shares.



2.2.3 Investor Representations. Except with respect to the Sellers listed on Schedule
2.2.3 (the “Non-Exempt Sellers”), each Seller is not a resident of the United States.



2.2.4 Financial Acumen. Each Founder and Institutional Shareholder has such knowledge, skill
and experience in business, financial and investment matters such that Founder or Institutional
Shareholder is capable of evaluating the merits and risks of owning the Series D Stock. To the
extent necessary, each Founder and Institutional Shareholder has retained, at its own expense, and
relied upon, appropriate professional advice regarding the investment, tax and legal merits and
consequences of this Agreement and owning the shares of Series D Stock. Each Founder and
Institutional Shareholder meets any additional or different suitability standards imposed by the
jurisdiction of such Founder or Institutional Shareholder’s residence.



2.2.5 Investment Intent. Each Founder and Institutional Shareholder is acquiring the shares
of Series D Stock solely for its own beneficial account, for investment purposes, and not with a
view to, or for resale in connection with, any distribution of the shares of Series D Stock. Each
Founder and Institutional Shareholder understands that the shares of Series D Stock have not been
registered under the Securities Act or any state securities laws by reason of specific exemptions
under the provisions thereof which depend in part upon the investment intent of the Founder and
Institutional Shareholder and of the other representations of the Founder and Institutional
Shareholder in this Agreement. Each Founder and Institutional Shareholder understands that Buyer
is relying upon the representations and warranties contained in this Agreement (and any other
supplemental information) for the purpose of determining whether this transaction meets the
requirements for such exemptions.



2.2.6 Restrictions on Resale. Each Founder and Institutional Shareholder understands that the
shares of Series D Stock are “restricted securities” under the applicable United States securities
laws and that the Securities Act and the rules of the SEC provide in substance that each Founder
and Institutional Shareholder may dispose of the shares of Series D Stock only pursuant to an
effective registration statement under the Securities Act or an exemption therefrom and subject to
the additional restrictions set forth in this Agreement and the additional agreements referenced
herein. Upon the automatic conversion of the Series D Stock into shares of common stock, the Buyer
hereby acknowledges and agrees to cause such shares of common stock to be registered with the SEC
within the time frames and in accordance with the terms and conditions set forth in the
Registration Rights Agreement.



2.2.7 Legend. Each Founder and Institutional Shareholder understands that each share of
Series D Stock delivered pursuant to this Agreement shall bear a legend in substantially the
following form:




“THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES
LAWS, AND MAY NOT BE SOLD OR TRANSFERRED OR OFFERED FOR SALE OR TRANSFER UNLESS A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS
WITH RESPECT TO SUCH SECURITIES IS THEN IN EFFECT, OR IN THE OPINION OF COUNSEL
ACCEPTABLE TO GENETRONICS BIOMEDICAL CORPORATION, SUCH REGISTRATION UNDER THE
SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS IS NOT REQUIRED.”



2.3 Representations and Warranties with Respect to Buyer. Buyer hereby represents and
warrants to, and covenants and agrees with, the Sellers as follows:



2.3.1 Organization and Good Standing. Buyer is a company duly organized, validly existing,
and in good standing under the laws of the State of Delaware.




2.3.2 Capitalization.



The authorized share capital of the Buyer is 300,000,000 shares, of which 21,555,220 are
issued and outstanding. The issued shares at December 31, 2004 were distributed as follows among
four (4) classes of shares: 18,420,427 shares of common stock, par value $0.001; 291 Series A
preferred shares; 110 Series B preferred shares; and 1,040 Series C preferred shares.



2.3.3 TitleThe shares of Series D Stock when issued to the Founders and the Institutional
Shareholders pursuant to this Agreement, shall be fully paid, validly issued and non-assessable
shares, free and clear of all liens, charges, claims and encumbrances.




2.3.4 Authority; No Conflict.



(i) This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable
against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of this
Agreement or the Executed Agreements, the Executed Agreements will constitute the legal, valid, and
binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms.
Buyer has the absolute and unrestricted right, power, and authority to execute and deliver this
Agreement and the Executed Agreements and to perform its obligations thereunder.



(ii) Except as set forth in Schedule 2.3.4, neither the execution and delivery of this
Agreement by Buyer nor the consummation or performance of any of the transactions contemplated by
this Agreement or the Executed Agreements by Buyer will give any person or entity the right to
prevent, delay, or otherwise interfere with any of such transactions pursuant to: (A) any provision
of Buyer’s Amended and Restated Certificate of Incorporation or Bylaws; (B) any resolution adopted
by the board of directors or the shareholders of Buyer;(C) any Laws or Order to which Buyer may be
subject; or (D) any agreement to which Buyer is a party or by which Buyer may be bound.



Except as set forth in Schedule 2.3.4, Buyer is not and will not be required to obtain
any consent from any person or entity in connection with the execution and delivery of this
Agreement or the Executed Agreements or the consummation or performance of any of the transactions
contemplated therein.



2.3.5 ListingBuyer currently meets the continuing eligibility requirements for listing on the
AMEX and has not received any notice from such market or the NASD that it does not currently
satisfy such requirements or that such continued listing is in any way threatened. Buyer has taken
no action designed to, or which, to the knowledge of Buyer, would reasonably be expected to have
the effect of, terminating the registration of Buyer’s common stock under the Securities Act or
delisting the Buyer’s common stock from the AMEX.



2.3.6 Investment Intent. Buyer is acquiring the Inovio Shares for its own account and not
with a view to their distribution within the meaning of Section 2(11) of the Securities Act.



2.3.7 Certain Proceedings and Other Business Matters. There is no pending Proceeding that has
been commenced against Buyer and that challenges, or may have the effect of preventing, delaying,
making illegal, or otherwise interfering with, any of the transaction contemplated by the Executed
Agreements. To Buyer’s Knowledge, no such proceeding has been threatened, or is likely to be
asserted, commenced, taken, or otherwise pursued in the future.



Furthermore, there are no pending or threatened Proceedings that Buyer is aware of or
expecting, relating to Buyer’s business or its intellectual property rights.



2.3.8 Brokers and Finders. Buyer and its officers and agents have incurred no obligation or
liability, contingent or otherwise, for brokerage or finders’ fees or agents’ commissions or other
similar payment in connection with this Agreement and will indemnify and hold Sellers harmless from
any such payment alleged to be due by or through Buyer as a result of the action of Buyer or its
officers or agents.



2.3.9 Disclosure. To the Knowledge of Buyer, no representation or warranty made by Buyer
herein or in any of the Executed Agreements contains any untrue statement of a material fact or
omits or will omit to state a material fact necessary in order to make the statements therein not
misleading.



2.3.10 SEC Filings. All statements, reports, schedules, forms and other documents required to
have been filed by Buyer with the SEC and all such statements, reports, schedules, forms and other
documents (the “Buyer SEC Documents”), have been so filed on a timely basis. As of the time it was
filed with the SEC (or if amended or superseded by a filing prior to the date of this Agreement,
then on the date of such filing): (i) each of the Buyer SEC Documents complied in all material
respects with the applicable requirements of the Securities Act or the Exchange Act (as the case
may be); and (ii) none of the Buyer SEC Documents contained any untrue statement of a material fact
or omitted to state a material fact required to be stated therein or necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not misleading.



2.3.11 Reservation of Stock Issuable upon Conversion. Buyer will at all times reserve and
keep available out of its authorized but unissued common stock a sufficient number of shares of
Buyer’s common stock for the purposes of effecting the conversion of the Series D Stock. Buyer
promptly will take such corporate action as may, in the opinion of its counsel, be necessary to
increase its authorized but unissued shares of common stock to such number of shares as will be
sufficient for such purpose, including without limitation engaging its best efforts to obtain any
requisite stockholder approval.




3. COVENANTS



3.1 Investigation by Buyer. Buyer has, prior to the Closing Date and subject to this
Section 3.1, through its representatives (including its counsel, accountants and consultants) made
such investigations of the properties, the intellectual property rights, offices and operations of
the Company and such audit of the financial condition of the Company as it deems necessary or
advisable in connection with the transactions contemplated hereby, including, without limitation,
any investigation enabling it to familiarize itself with such properties, offices, operations and
financial condition; such investigation shall not, however, affect the Company’s or the Sellers’
representations, warranties and agreements hereunder. The Company and the Sellers have permitted
Buyer and its authorized representatives, from and after the date hereof, complete access,
following reasonable prior notice, to all books, records, and properties of the Company, including,
but not limited to, clinical trial data and regulatory submissions, to all Returns of the Company,
and Buyer has the right to make copies thereof and excerpts therefrom. The Company and Sellers
have cooperated fully with Buyer in connection with its due diligence investigation. Buyer has
been furnished inter alia with the information that is set out and listed in the due diligence list
set out in Schedule 3.1, which information shall be copied and delivered to Buyer at
Closing. The Company has furnished Buyer with such financial and operating data and other
information with respect to the Company as Buyer has from time to time reasonably requested. Buyer
will treat, and will cause its employees and representatives to treat, all information obtained
from the Company in the course of the due diligence review in strict confidence, except to the
extent any such information is required to be disclosed to governmental authorities or pursuant to
legal process or where such information is already in the public domain or becomes in the public
domain through no fault of Buyer. In the event the Acquisition is not concluded, Buyer agrees to
return all written materials theretofore furnished by the Company.



3.2 Books and Records. The Company shall, from and after the date hereof until the
Closing or earlier termination hereof, make available to Buyer all financial statements, trial
balances, accounts receivable and accounts payable records, and fixed asset details for a period of
up to three (3) fiscal years, including, without limitation, any and all documents necessary for
Buyer’s accountants to conduct an audit for such time period. Buyer shall have the right to have
audited financial statements prepared at Buyer’s cost and the Company and the Founders and
Institutional Shareholders shall use commercially reasonable efforts to cooperate and assist Buyer
in preparing such audited financial statements, including executing any documents required by the
auditors (the “Audit”). Each of Buyer and the Company shall use commercially reasonable efforts to
cooperate with such auditors to enable the Audit to be completed by no later than December 1, 2004.
The Company shall not destroy or dispose of any books, records or files relating to the Business
or the Company to the extent that they pertain to the Business prior to the Closing Date.




3.3 Carry on in Ordinary Course.



3.3.1 Except with Buyer’s prior written consent, the Company shall carry on the Business
diligently and substantially in the same manner as heretofore conducted, and shall not: (i) enter
into or agree to enter into any extraordinary transaction, contract, lease or commitment; (ii)
declare any dividends, nor make any distributions or payments to the Sellers other than employment
compensation; (iii) redeem any capital stock of the Company or issue any capital stock or enter
into any agreement that grants a right to acquire any of the capital stock of the Company; (iv)
increase the compensation of any employee of the Company, other than ordinary year-end increases or
enter into any severance agreement or employment agreement with any employee of the Company; (v)
loan or advance any amounts to any officer, director, the Sellers or employee of the Company or
enter into any agreement with any of the foregoing or any person related to any of the foregoing;
(vi) acquire or dispose of any assets, other than in the ordinary course of business; (vii)
encumber or commit to encumber any of its assets; (viii) take any action, or suffer any action to
be taken, that could cause any of the representations or warranties of the Founders and the
Institutional Shareholders or the Company contained herein not to be true and correct on and as of
the Closing Date; (ix) repay (including by way of offset) any indebtedness except for regularly
scheduled payments thereof in accordance therewith; or (x) enter into any agreement to take any of
the foregoing actions.



3.3.2 Except with the Sellers’ prior written consent, from the date hereof until the Closing
Buyer shall carry on its business diligently and substantially in the same manner as heretofore
conducted, and shall not: (i) change its line of business or enter into any new line of business;
(ii) incur any indebtedness in an amount greater, in the aggregate, than $350,000 USD, all of which
shall be unsecured.



3.4 Financial Support. Buyer, at its sole discretion, may continue certain operations
of the Company in Norway.



3.5 Right to Nominate Board Observer. The Founders and the Institutional Shareholders
shall have the right to nominate one (1) non-voting observer (the “Board Observer”) to the Board of
Directors of Buyer for a period of two (2) years after the Closing, which shall be acceptable to
Buyer; provided, however, that such Board Observer must sign a non-disclosure agreement
satisfactory to Buyer, in its sole discretion. Buyer shall not be responsible for the costs and
expenses of the Board Observer incurred in traveling to and attending meetings of the Board of
Directors of Buyer.



3.6 Other Transactions. The Company, the Founders and the Institutional Shareholders
shall not, and shall cause the Company’s managers, officers, employees, agents and Affiliates or
Associates not to, directly or indirectly, solicit or initiate the submission of proposals from, or
solicit, encourage, entertain or enter into any arrangement, agreement or understanding with, or
engage in any negotiations with, or furnish any information to, any person, other than Buyer or a
representative thereof, with respect to the acquisition of all or any part of the Business or
assets of the Company or any of its securities prior to the earlier of the Closing or the
termination hereof in accordance herewith. Should the Company or any of its Affiliates or
Associates, during such period, receive any offer or inquiry relating to such acquisition, or
obtain information that such an offer is likely to be made, they will provide Buyer with immediate
written notice thereof.




3.7 Consents.



3.7.1 The Founders and the Institutional Shareholders shall cause the Company to, and the
Company shall, use its best efforts to obtain in writing, prior to the Closing Date, all consents,
approvals, waivers, authorizations and orders necessary or reasonably required in order to permit
the Company and the Sellers to effectuate this Agreement and to consummate the transactions
contemplated hereby, including, without limitation, those consents set forth on Schedule
2.1.5 hereto (collectively, “Company Consents”). All Company Consents will be in writing and
copies thereof will be delivered to Buyer promptly after the Company’s receipt thereof but no later
than immediately prior to Closing.



3.7.2 Buyer shall use its best efforts to obtain in writing, prior to the Closing Date, all
consents, approvals, waivers, authorizations and orders necessary or reasonably required in order
to permit Buyer to effectuate this Agreement and to consummate the transactions contemplated
hereby. All Buyer consents will be in writing and copies thereof will be delivered to the Sellers
promptly after Buyer’s receipt thereof but no later than immediately prior to Closing.



3.8 Supplemental Disclosure. The Parties agree that, with respect to their
representations and warranties made in this Agreement, they shall have a continuing obligation to
promptly provide detailed disclosure to each other with respect to any matter hereafter arising or
discovered that, if existing or known at the date of this Agreement and on the Closing Date, would
have been required to be set forth on or described in the Schedules hereto; provided,
however, that none of such disclosures shall be deemed to modify, amend or supplement the
representations and warranties of the disclosing party or the schedules hereto unless the Party to
whom such disclosure(s) are made shall have consented thereto in writing, unless such disclosures
are the result of any changes that shall have occurred in the ordinary course of such disclosing
party’s business and do not result (or in the reasonable opinion of Buyer, is reasonably likely to
result) in a Company Material Adverse Effect, in which case, such disclosing Party may modify,
amend or supplement such representations and warranties without such consent; and provided
further, that such disclosures shall not, under any circumstances, be permitted to cure any
breaches caused at the time such representations or warranties were initially made.



3.9 Public Announcements. The Founder, the Institutional Shareholders, the Company
and Buyer agree that they will consult with each other before issuing any press releases or
otherwise making any public statements with respect to this Agreement and the transactions
contemplated hereby, and any press release or any public statement shall be subject to mutual
agreement of the Parties, except as may be required by the disclosure obligations of Buyer or its
affiliates under applicable securities laws.



3.10 Compliance with Securities Laws. From and after the Closing Date, the Founders
and the Institutional Shareholders shall cooperate with and assist Buyer, at Buyer’s expense, to
the extent reasonably necessary to enable Buyer to comply with its reporting obligations under the
U.S. federal securities laws, insofar as such reporting relates to the Company and periods prior to
the Closing Date. The Company’s financial records shall be adequate to permit the financial
statements of the Company to be audited to the extent necessary to fulfill Buyer’s reporting
obligations, both in connection with its periodic filings and any future financings by Buyer, in
each case without unreasonable effort or expense.



3.11 Termination of Certain Agreements. The Company and the Sellers shall, without
causing or incurring any obligation or liability of or to the Company, take such action, or cause
such actions to be taken, to terminate its warrant agreements for having issued 124,294 shares in
the Company.




4. CONDITIONS TO CLOSING



4.1 Conditions of Buyer’s Obligation to Close. The obligation of Buyer to close under
this Agreement is subject to the satisfaction of the following conditions, any of which may be
waived by Buyer in writing at or prior to Closing:



4.1.1 Financial Statements. Buyer shall have received the Audited Financial Statements and
the Interim Financial Statements.



4.1.2 Approval by Board. The Acquisition shall have been approved by the Board of Directors
of Buyer and those of the Sellers that are incorporated entities.



4.1.3 All Inovio Shares. All outstanding options, warrants, and other rights to acquire
capital stock of the Company shall have been exercised or terminated on or prior to the closing of
the transaction. The Sellers shall tender one hundred percent (100%) of the Inovio Shares to Buyer
for purchase at the Closing Date.



4.1.4 Agreements and Conditions. On or before the Closing Date, the Founders and the
Institutional Shareholders and the Company shall have complied with and duly performed in all
material respects all agreements, covenants and conditions on their part to be complied with and
performed pursuant to or in connection with this Agreement on or before the Closing Date.



4.1.5 Representations and Warranties. The representations and warranties of the Founders and
the Institutional Shareholders and the Company contained in this Agreement, or otherwise made in
connection with the transactions contemplated hereby, shall be true and correct in all material
respects (other than representations and warranties that contain materiality standards, which
representations and warranties shall be true and correct in all respects) on and as of the Closing
Date with the same force and effect as though such representations and warranties had been made on
and as of the Closing Date (except that any representation and warranty made as of a specified date
shall continue to be true and correct on and as of such date).



4.1.6 No Legal Proceedings. No Proceeding shall have been instituted or threatened to
restrain or prohibit the transactions contemplated hereby, and on the Closing Date there will be no
Proceedings pending or threatened against or affecting the Company that involve a demand for any
judgment or liability, whether or not covered by insurance, and that may result in a Company
Material Adverse Effect.



4.1.7 Closing Certificate. Buyer shall have received a certificate dated the Closing Date and
executed by the Founders and the Institutional Shareholders and an authorized officer of the
Company to the effect that the conditions expressed in Sections 4.1.2, 4.1.4, 4.1.5 and 4.1.6 have
been fulfilled.



4.1.8 Absence of Material Adverse Effect. The Company shall conduct the Business in the
ordinary course prior to the Closing Date and shall have not suffered a Company Material Adverse
Effect.



4.1.9 Governmental and Third Party Approvals. All consents, authorizations or approvals
required to be obtained from, or deemed necessary or desirable by, any Governmental Bodies or any
third parties, in connection with the consummation by the Company of the transactions contemplated
by this Agreement and the operation of the Business of the Company by Buyer shall have been
obtained.



4.1.10 Consents. Buyer shall have received all Company Consents necessary to effectuate this
Agreement and to consummate the transactions contemplated hereby.



4.1.11 Review of Intellectual Property. Buyer shall have completed satisfactory review of the
Company’s intellectual property.



4.1.12 Opinion of Counsel. The Sellers shall have furnished Buyer with a favorable opinion of
Wiersholm, Mellbye & Bech, counsel for the Company and the Sellers, dated as of the Closing Date,
in form and substance reasonable satisfactory to Buyer in the form attached hereto as Exhibit
4.1.12.



4.1.13 Closing Deliveries. Buyer shall have received at or prior to the Closing all documents
set forth in this Section 4.1 and such other documents, instruments, or certificates as Buyer may
reasonably request, including, without limitation, a certificate signed by an authorized
representative of the Company attesting to the authenticity of the resolutions authorizing the
transactions contemplated by this Agreement.




4.1.14 Employment Agreement. Iacob Mathiesen shall have executed the Employment Agreement.



4.1.15 Lock-Up Agreements. The Founders and the Institutional Shareholders shall have
executed the Lock-Up Agreements.



4.1.16 Registration Rights Agreement. Each Founder and the Institutional Shareholder shall
have executed the Registration Rights Agreement.



4.1.17 Escrow Agreement. Each Founder and the Institutional Shareholder shall have executed
the Escrow Agreement.



4.1.18 Due Diligence. Buyer shall be satisfied with the results of its due diligence
investigation of the Company.



4.2 Conditions of the Sellers’ and the Company’s Obligations to Close. The
obligations of the Sellers and the Company to close under this Agreement are subject to the
following conditions any of which may be waived by the Company in writing at or prior to Closing:



4.2.1 Agreements and Conditions. On or before the Closing Date, Buyer shall have complied
with and duly performed in all material respects all agreements, covenants and conditions on their
respective parts to be complied with and performed pursuant to or in connection with this Agreement
on or before the Closing Date.



4.2.2 Representations and Warranties. The representations and warranties of Buyer contained
in this Agreement, shall be true and correct in all material respects (other than representations
and warranties that contain materiality standards, which representations and warranties shall be
true and correct in all respects) on and as of the Closing Date with the same force and effect as
though such representations and warranties had been made on and as of the Closing Date (except that
any representation and warranty made as of a specified date shall continue to be true and correct
on and as of such date).



4.2.3 No Legal Proceedings. No Proceeding shall have been instituted or threatened to
restrain or prohibit the transactions contemplated hereby.



4.2.4 Absence of Material Adverse EffectBuyer shall have conducted its business in the
ordinary course prior to the Closing Date and Buyer’s business shall have not suffered a material
adverse effect.



4.2.5 Closing Certificate. The Sellers shall have received a certificate dated the Closing
Date and executed by authorized officers of Buyer to the effect that the conditions contained in
Sections 4.2.1, 4.2.2 and 4.2.3 have been fulfilled.



4.2.6 Governmental Approvals. All consents, authorizations or approvals required to be
obtained from any governmental agencies, departments, bureaus, commissions and similar bodies, in
connection with the consummation by Buyer of the transactions contemplated by this Agreement shall
have been obtained.



4.2.7 Consents. The Sellers shall have received all Buyer consents necessary to effectuate
this Agreement and to consummate the transactions contemplated hereby.



4.2.8 Opinion of Counsel. Buyer shall have furnished the Company and the Sellers with a
favorable opinion of Kirkpatrick & Lockhart Nicholson Graham LLP, counsel for Buyer, dated as of
the Closing Date, in form and substance reasonably satisfactory to the Sellers in the form attached
hereto as Exhibit 4.2.8.



4.2.9 Closing Deliveries. The Company and the Sellers shall have received at or prior to the
Closing all documents set forth in this Section 4.2 and such other documents, instruments, or
certificates as the Company or the Sellers may reasonably request, including, without limitation,
(i) the Lock-Up Agreements countersigned by Buyer, and (ii) a certificate signed by authorized
representatives of Buyer attesting to the authenticity of the resolutions authorizing the
transactions contemplated by this Agreement.



4.2.10 Certificate of Designations. Buyer shall have filed with the Secretary of State of
Delaware the Certificate of Designations relating to the Series D Stock.




4.2.11 Employment Agreement. Buyer shall have executed the Employment Agreement.



4.2.12 Registration Rights Agreement. Buyer shall have executed the Registration Rights
Agreement.




4.2.13 Escrow Agreement. Buyer shall have executed the Escrow Agreement.



5 FURTHER ASSURANCES. From time to time after the Closing, and without further consideration,
the Company shall execute and deliver such other instruments of conveyance, assignment, transfer
and delivery and take such other actions as Buyer may reasonably request in order more effectively
to transfer to and to place Buyer in possession or control of, all of the rights, properties,
assets and businesses intended to be transferred hereunder, to assist in the collection of any and
all such rights, properties and assets, and to enable Buyer to exercise and to enjoy all of the
rights and benefits of the Company with respect thereto.



6 CERTAIN TAXES. The Sellers will, at their own expense, file all necessary Returns and other
documentation with respect to all transfer, documentary, sales, use, stamp, registration and other
Taxes and fees arising in respect of the Sellers, and, if required by applicable law, Buyer will,
and will cause its affiliates to, join in the execution of any such Returns and other
documentation.




7 INDEMNIFICATION.



7.1 Survival of Representations; Right to Indemnification Not Affected by Knowledge.
All representations, warranties, covenants, and obligations in this Agreement and the schedules
hereto, and any other certificate or document delivered pursuant to this Agreement will survive the
Closing. The right to indemnification, payment of Damages (as defined in Section 7.2) or other
remedy based on such representations, warranties, covenants, and obligations will not be affected
by any investigation conducted with respect to, or any Knowledge acquired (or capable of being
acquired) at any time, whether before or after the execution and delivery of this Agreement or the
Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such
representation, warranty, covenant, or obligation. The waiver of any condition based on the
accuracy of any representation or warranty, or on the performance of or compliance with any
covenant or obligation, will not affect the right to indemnification, payment of Damages, or other
remedy based on such representations, warranties, covenants, and obligations.



7.2 Indemnification and Payment of Damages by the Company and the Founders and the
Institutional Shareholders. The Company, the Founders and the Institutional Shareholders in
proportion to their shareholding in the Company, will severally indemnify and hold harmless Buyer
(the “Indemnified Person”) harmless for, and will pay to the Indemnified Person the amount of, any
loss, liability, claim, damage (excluding incidental and consequential damages), expense (including
costs of investigation and defense and reasonable attorneys’ fees) or diminution of value, whether
or not involving a third-party claim (collectively, “Damages”), arising, directly or indirectly,
from or in connection with:



7.2.1 any breach of any representation or warranty made by the Company, the Founders or the
Institutional Shareholders in this Agreement, the schedules hereto, or any other certificate or
document delivered by the Company pursuant to this Agreement;



7.2.2 any breach of any representation or warranty made by the Company or the Founders and the
Institutional Shareholders in this Agreement as if such representation or warranty were made on and
as of the Closing Date, other than any such breach that is disclosed in the schedules attached to
this Agreement;



7.2.3 any breach by either the Founders, the Institutional Shareholders or the Company of any
covenant or obligation of such Founder, Institutional Shareholder or the Company in this Agreement;



7.2.4 any claim by any person for brokerage or finder’s fees or commissions or similar
payments based upon any agreement or understanding alleged to have been made by any such person
with either Seller or the Company (or any person acting on their behalf) in connection with any of
the transactions contemplated by the Executed Agreements.



7.3 Indemnification and Payment of Damages by Buyer. Buyer will indemnify and hold
harmless Sellers, and will pay to Sellers the amount of any Damages arising, directly or
indirectly, from or in connection with (a) any breach of any representation or warranty made by
Buyer in this Agreement or in any certificate delivered by Buyer pursuant to this Agreement, or (b)
any breach by Buyer of any covenant or obligation of Buyer in this Agreement.



7.4 Time and Amount Limitations. If the Closing occurs, the Founders and the
Institutional Shareholders will have no obligation for indemnification under Section 7.2 with
respect to any representation or warranty, or covenant or obligation to be performed and complied
with prior to the Closing Date, unless on or before a date within twelve (12) calendar months of
the Closing Date Buyer notifies the Founders and the Institutional Shareholders of a claim
specifying the factual basis of that claim in reasonable detail to the extent then known by Buyer.
The Founders and the Institutional Shareholders’ maximum liability under the representations and
warranties set forth under Section 2.1 shall be limited to the value of the Series D Stock subject
to the Escrow Agreement and under Section 2.2 shall be limited to the Purchase Price. Buyer’s
maximum liability under the representations and warranties set forth under Section 2.3 shall be
limited to an amount equal to the value of the Series D Stock subject to the Escrow Agreement;
provided, however, the Company, the Founders and the Institutional Shareholders will have no
liability (for indemnification or otherwise) with respect to the matters described in Sections
7.2.1, 7.2.2 or 7.2.3 until the total of all Damages with respect to such matters exceeds $50,000
USD, in which case the Company, the Founders and the Institutional Shareholders shall be severally
in proportion to their shareholding in the Company liable for the amount by which such Damages
exceeds $0 USD. The Ordinary Shareholders shall have no liability for any breach of any of the
representation and warranties set out in this Agreement, save for the warranty with regard to the
Ordinary Shareholders’ correct ownership of their respective Inovio Shares. For such liability the
Ordinary Shareholders maximum liability shall be equal the value of their respective Inovio Shares
as set out in this Agreement. If the Closing occurs, Buyer will have no obligation for
indemnification under Section 7.3 with respect to any representation or warranty, or covenant or
obligation to be performed and complied with prior to the Closing Date, unless on or before a date
within twelve (12) calendar months of the Closing Date, Sellers notify Buyer of a claim specifying
the factual basis of that claim in reasonable detail to the extent then known by Sellers.



7.5 Procedures for Indemnification – Third Party Claims.



7.5.1 Promptly after receipt by an indemnified party under Section 7.2 or 7.3 of notice of the
commencement of any Proceeding against it, such indemnified party will, if a claim is to be made
against an indemnifying party under such Section, give notice to the indemnifying party of the
commencement of such claim, but the failure to notify the indemnifying party will not relieve the
indemnifying party of any liability that it may have to any indemnified party, except to the extent
that the indemnifying party demonstrates that the defense of such action is prejudiced by the
indemnifying party’s failure to give such notice.



7.5.2 If any Proceeding referred to in Section 7.5.1 is brought against an indemnified party
and it gives notice to the indemnifying party of the commencement of such Proceeding, the
indemnifying party will, unless the claim involves Taxes, be entitled to participate in such
Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to
such Proceeding and the indemnified party determines in good faith that joint representation would
be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the
indemnified party of its financial capacity to defend such Proceeding and provide indemnification
with respect to such Proceeding), to assume the defense of such Proceeding with counsel
satisfactory to the indemnified party and, after notice from the indemnifying party to the
indemnified party of its election to assume the defense of such Proceeding, the indemnifying party
will not, as long as it diligently conducts such defense, be liable to the indemnified party under
this Section 7 for any fees of other counsel or any other expenses with respect to the defense of
such Proceeding, in each case subsequently incurred by the indemnified party in connection with the
defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying
party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of
this Agreement that the claims made in that Proceeding are within the scope of and subject to
indemnification; (ii) no compromise or settlement of such claims may be effected by the
indemnifying party without the indemnified party’s consent unless (A) there is no finding or
admission of any violation of Laws or any violation of the rights of any person or entity and no
effect on any other claims that may be made against the indemnified party, and (B) the sole relief
provided is monetary damages that are paid in full by the indemnifying party; and (iii) the
indemnified party will have no liability with respect to any compromise or settlement of such
claims effected without its consent. If notice is given to an indemnifying party of the
commencement of any Proceeding and the indemnifying party does not, within ten days after the
indemnified party’s notice is given, give notice to the indemnified party of its election to assume
the defense of such Proceeding, the indemnifying party will be bound by any determination made in
such Proceeding or any compromise or settlement effected by the indemnified party.



7.5.3 Notwithstanding the foregoing, if an indemnified party determines in good faith that
there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other
than as a result of monetary damages for which it would be entitled to indemnification under this
Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive
right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be
bound by any determination of a Proceeding so defended or any compromise or settlement effected
without its consent (which may not be unreasonably withheld).



7.6 Procedure for Indemnification – Other Claims. A claim for indemnification for any
matter not involving a third-party claim may be asserted by notice to the party from whom
indemnification is sought.



8 ESCROW. Buyer and the Sellers shall enter into the Escrow Agreement in the form attached
hereto as Exhibit 1.5.2(ii).




9 NON-COMPETITION; CONFIDENTIALITY



9.1 Non-Competition. Following the Closing Date and for a period of two (2) years
thereafter (the “Non-Competition Period”), the Founders shall not, directly or indirectly: (a)
engage in any business or activity that competes with the Business, anywhere in the world; or (b)
have an interest in any business or activity that competes with the Business, in any capacity,
including, without limitation, as an investor, partner, stockholder, officer, director, principal,
agent, employee, or creditor; provided, however, that nothing herein shall prevent
the purchase or ownership by the Founders of less than 3% of the outstanding equity securities of
any class of securities of a company registered under Section 12 of the Exchange Act.



9.2 No Competing Interests. Each Founder hereby represents and warrants to Buyer that
it has less than 3% ownership or other interest in any business or activity that competes, directly
or indirectly, with the Business.



9.3 Non-Solicitation. During the Non-Competition Period, the Sellers shall not,
directly or indirectly, hire, offer to hire, divert, entice away, solicit or in any other manner
persuade or attempt to persuade (“Solicitation”) any person who is, or was, at any time within the
twelve (12) months prior to the Closing Date, an employee, agent, licensor, licensee, customer, or
supplier of the Company or any of its affiliates to discontinue, cease or alter his, her or its
relationship therewith.



9.4 Non-Disruption. During the Non-Competition Period, the Sellers shall not,
directly or indirectly, interfere with, disrupt or attempt to disrupt any present or prospective
relationship, contractual or otherwise, between the Company or any of its affiliates, on the one
hand, and any of its customers, suppliers or employees, on the other hand.



9.5 Confidentiality. The Founders and the Institutional Shareholders shall not at any
time, directly or indirectly, use, communicate, disclose or disseminate any Confidential
Information (as defined below) in any manner whatsoever (except to his personal financial or legal
advisors and as may be required under legal process by subpoena or other court order;
provided, that the Company or the Founders and the Institutional Shareholders will take
reasonable steps to give Buyer sufficient prior written notice in order to contest such requirement
or order). “Confidential Information” means any and all information (oral or written) relating to
the Buyer or any person controlling, controlled by, or under common control with Buyer or any of
their respective activities, including, but not limited to, the terms of this Agreement,
information relating to trade secrets, proprietary information, software, software codes,
advertising, sales, marketing and other materials customers and supplier lists, data processing
reports, customer sales analyses, invoice, price lists or information, and information pertaining
to any governmental investigation, except such information that is generally known in the industry
or in the public domain (such information not being deemed to be in the public domain merely
because it is embraced by more general information that is in the public domain), other than as a
result of a breach of the provisions hereof.



9.6 Remedies upon Breach. The Founders and the Institutional Shareholders acknowledge
and agree that: (a) Buyer shall be irreparably injured in the event of a breach by the Founders or
the Institutional Shareholders (as the case may be) of any of the obligations under this Section 9;
(b) monetary damages shall not be an adequate remedy for such breach; (c) Buyer shall be entitled
to injunctive relief, in addition to any other remedy that it may have, in the event of any such
breach; and (d) the existence of any claims that the Company or the Founders and the Institutional
Shareholders may have against Buyer, whether under this Agreement or otherwise, shall not be a
defense to the enforcement by Buyer of any of its rights under this Agreement.




10 MISCELLANEOUS PROVISIONS.



10.1 Notification. Each Party hereto shall give the other Party or Parties hereto
prompt written notice of: (a) the existence of any fact or the occurrence of any event that
constitutes, or with the giving of notice or the passage of time or both would constitute, a breach
of any representation or warranty of the Party giving such notice made herein or pursuant hereto;
and (b) the taking of any action by the Party giving such notice that would breach or violate, or
constitute a default under, any agreement or covenant of such Party made herein or pursuant hereto.
The giving of any such notice shall not affect, modify or limit in any way any representation,
warranty, agreement or covenant of the Parties made herein or pursuant hereto.



10.2 Execution in Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed an original, but all of which together shall constitute one and the same
document.



10.3 Notices. All notices required or permitted hereunder shall be in writing and
shall be sufficiently given if: (a) hand delivered (in which case the notice shall be effective
upon delivery); (b) telecopied, provided that in such case a copy of such notice shall be
concurrently sent by registered or certified mail, return receipt requested, postage prepaid (in
which case the notice shall be effective two (2) days following dispatch); (c) delivered by Express
Mail, Federal Express or other internationally recognized courier service (in which case the notice
shall be effective one (1) business day following dispatch); or (d) delivered or mailed by
registered or certified mail, return receipt requested, postage prepaid (in which case the notice
shall be effective five (5) days following dispatch), to the Parties at the following addresses
and/or telecopier numbers, or to such other address or number as a Party hereto shall specify by
written notice to the others in accordance with this Section 10.3.




If to Buyer, to:




Genetronics Biomedical Corporation


11199 Sorrento Valley Road


San Diego, California 92121-1334, USA


(858) 410-3122


Attn:




With a copy (which shall not constitute notice) to:




Kirkpatrick & Lockhart Nicholson Graham LLP


10100 Santa Monica Boulevard, 7th Floor


Los Angeles, California 90067


Facsimile No.: (310) 552-5001


Attn: Thomas J. Poletti, Esq.




If to the Company or the Sellers, to:




Teknoinvest Management AS


Grev Wedelsplass 5,


N-0151 OSLO,


Norway


Attn: Andreas Mollatt




With a copy (which shall not constitute notice) to:




Wiersholm, Mellbye & Bech


Advokatfirma AS


P.O. Box 1400


N-0115 Vika


Oslo, Norway


Attn: Erling Lind



10.4 Amendments. This Agreement may be amended or modified at any time prior to the
Closing Date, but only by a written instrument executed by all of the Parties hereto.



10.5 Entire Agreement. This Agreement (together with the other agreements,
certificates, instruments and documents delivered pursuant hereto and the schedules attached
hereto) constitutes the entire agreement among the Parties hereto with respect to the subject
matter hereof, and supersedes all prior term sheets, agreements and understandings, oral and
written, among the Parties hereto with respect to the subject matter hereof.



10.6 Applicable Law. This Agreement and the legal relations among the Parties hereto
shall be governed by and construed in accordance with the laws of the State of California.



Except as otherwise provided in this Agreement, any dispute, claim or controversy arising out
of or relating to this Agreement, or the interpretation or breach thereof shall be resolved by
mandatory binding expedited arbitration in accordance with the rules set out by the London Court of
International Arbitration (the “Arbitration Rules”) in effect the time the dispute arises. The
arbitration court shall be composed by three (3) arbitrators to be appointed in accordance with the
Arbitration Rules. The arbitration proceedings shall be conducted in the City of London, United
Kingdom. The language to be used in the proceedings shall be English. Each of the Parties may
initiate such an arbitration pursuant to the Arbitration Rules. The arbitration shall be held in
London (the “Arbitration Forum”). The Company, the Sellers, and Buyer shall abide by any decision
rendered in such arbitration, and that any court having jurisdiction may enforce such a decision.
Each of the Parties submits to the non-exclusive personal jurisdiction of the courts of the
Arbitration Forum as an appropriate place for compelling arbitration or giving legal confirmation
of any arbitration award, and irrevocably waives any objection which it may now or hereafter have
to the venue of any such enforcement proceeding brought in any of said courts and any claim of
inconvenient forum. Service of process for all arbitration proceedings may be made in accordance
with the Arbitration Rules and shall be deemed effective as provided therein.



10.7 Termination. This Agreement may be terminated at any time prior to the Closing
Date by any of the following:




10.7.1 By mutual written agreement of the Parties hereto;



10.7.2 By either Buyer, the Company, or the Sellers, if the Closing has not occurred by
January 31, 2005, upon written notice by such terminating Party, provided that at the time such
notice is given a material breach of this Agreement by such terminating Party shall not be the
principal reason for the Closing’s failure to occur;



10.7.3 Subject to the provisions of Section 10.8 hereof, by Buyer, by written notice to the
Company and the Sellers, if there has been a material violation or breach of any of the Sellers’ or
the Company’s covenants or agreements made herein or in connection herewith or if any
representation or warranty of the Sellers or the Company made herein or in connection herewith
proves to be materially inaccurate or misleading;



10.7.4 Subject to the provisions of Section 10.8 hereof, by the Company, by written notice to
Buyer, if there has been a material violation or breach of any of Buyer’s covenants or agreements
made herein or in connection herewith or if any representation or warranty of Buyer made herein or
in connection herewith proves to be materially inaccurate or misleading;



10.8 Effects of Termination. If this Agreement is terminated as provided in Section
10.7 hereof, then this Agreement shall forthwith become void and there shall be no liability or
obligation on the part of any Party hereto (or any of their respective the stockholders, officers,
directors or employees); provided, however, that if Buyer terminates this Agreement
pursuant to Section 10.7.3 hereof, or the Company and the Sellers terminate this Agreement pursuant
to Section 10.7.4 hereof, the non-terminating Party shall remain liable for any breach hereof.



10.9 Headings. The headings contained herein are for the sole purpose of convenience
of reference, and shall not in any way limit or affect the meaning or interpretation of any of the
terms or provisions of this Agreement.



10.10 Fees and Disbursements. Buyer shall pay its own expenses, and the fees and
disbursements of the counsel, accountants or auditors retained by it (including the fees and
expenses of accountants in connection with the preparation of the financial statements of the
Company) in connection with the preparation, execution, delivery and performance of this Agreement.
The fees and expenses and disbursements of the counsel to the Company and the Sellers shall be
paid by the Sellers; provided, however, that up to $50,000 USD of expenses incurred by the Company
for legal and advisory fees, due diligence and the Closing of this Agreement may be paid by the
Company.



10.11 Assignment. The rights and obligations set forth in this Agreement may not be
assigned or delegated by the Company or the Sellers without the prior written consent of Buyer.



10.12 Binding Effect; Benefits. This Agreement shall inure to the benefit of, and be
binding upon, the Parties hereto and their respective heirs, legal representatives, successors and
permitted assigns. Nothing in this Agreement, express or implied, is intended to confer upon any
person other than the Parties hereto and their respective heirs, legal representatives, successors
and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this
Agreement.



10.13 Severability. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.




11 DEFINITIONS.




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




i. “Acquisition” shall have the meaning set forth in Section 1.1.




	 	ii.	 	“Affiliate,” means a person or entity that directly, or
indirectly through one or more intermediaries, controls or is controlled by, or
is under common control with, a specified person or entity.






iii. “AMEX” shall have the meaning set forth in Section 1.3.4.




	 	iv.	 	“Arbitration Forum” shall have the meaning set forth in Section
10.6.






	 	v.	 	“Arbitration Rules” shall have the meaning set forth in Section
10.6.






	 	vi.	 	“Associate,” when used to indicate a relationship with any
person, means (1) a corporation or organization of which such person is an
officer or partner or is, directly or indirectly, the beneficial owner of 10
percent or more of any class of equity securities, (2) any trust or other
estate in which such person has a substantial beneficial interest or as to
which such person serves as trustee or in a similar capacity, and (3) any
relative or spouse of such person, or any relative of such spouse, who has the
same home as such person or who is a director or officer of the corporation or
organization referred in (1).






vii. “Audit” shall have the meaning set forth in Section 3.2.




	 	viii.	 	“Audited Financial Statements” shall have the meaning set
forth in Section 2.1.6.






	 	ix.	 	“Board Observer” shall have the meaning set forth in Section
3.5.






	 	x.	 	“Business” shall have the meaning set forth in the recitals of
this Agreement.






	 	xi.	 	“Buyer” shall have the meaning set forth in the first paragraph
of this Agreement.






	 	xii.	 	“Buyer SEC Documents” shall have the meaning set forth in
Section 2.3.10.






	 	xiii.	 	“Certificate of Designations” shall have the meaning set forth
in Section 1.3.4.






xiv. “Closing” shall have the meaning set forth in Section 1.5.1.




	 	xv.	 	“Closing Date” shall have the meaning set forth in Section
1.5.1.






	 	xvi.	 	“Company” shall have the meaning set forth in the first
paragraph of this Agreement.






	 	xvii.	 	“Company Consents” shall have the meaning set forth in Section
3.7.1.






	 	xviii.	 	“Company Material Adverse Effect” means a material adverse effect to or on
the business, assets, operations, financial condition, properties, or prospects
of the Company.






	 	xix.	 	“Company Proprietary Asset” shall have the meaning set forth in
Section 2.1.16(i).






	 	xx.	 	“Company Source Code” shall have the meaning set forth in
Section 2.1.16(v).






	 	xxi.	 	“Confidential Information” shall have the meaning set forth in
Section 9.5.






	 	xxii.	 	“Consulting Agreement” shall have the meaning set forth in
Section 1.5.2(iv).






	 	xxiii.	 	“Contract” means any contract, agreement, lease, mortgage, note, commitment,
obligation and undertaking to which the Company is a party or otherwise bound.






xxiv. “Damages” shall have the meaning set forth in Section 7.2.




	 	xxv.	 	“Employee Benefit Plan” shall have the meaning set forth in
Section 2.1.20.






	 	xxvi.	 	“Employment Agreement” shall have the meaning set forth in
Section 1.5.2(iii).






	 	xxvii.	 	“Environmental Claim” shall have the meaning set forth in Section
2.1.12(iii)(B).






	 	xxviii.	 	“Environmental Laws” shall have the meaning set forth in Section
2.1.12(iii)(A).






	 	xxix.	 	“Equipment” shall have the meaning set forth in Section
2.1.15(ii).






	 	xxx.	 	“ERISA” means the U.S. Employee Retirement Income Security Act
of 1974, as amended.






	 	xxxi.	 	“Escrow Agreement” shall have the meaning set forth in Section
1.5.2(ii).






xxxii. “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.




	 	xxxiii.	 	“Executed Agreements” means this Agreement and all of the agreements,
schedules, exhibits, documents and instruments specifically provided for under
this Agreement to be executed and/or delivered by the Company and the Sellers.






xxxiv. “Facilities” shall have the meaning set forth in Section 2.1.12(i)(A).




	 	xxxv.	 	“Founders” shall have the meaning set forth in the first
paragraph of this Agreement.






	 	xxxvi.	 	“Governmental Body” means any: (i) nation, state, commonwealth, province,
territory, county, municipality, district or other jurisdiction of any nature;
(ii) federal, state, local, municipal, foreign or other government; or (iii)
governmental or quasi-governmental authority of any nature (including any
governmental division, department, agency, commission, instrumentality,
official, ministry, fund, foundation, center, organization, unit, body or
entity and any court or other tribunal).






	 	xxxvii.	 	“Hazardous Materials” shall have the meaning set forth in Section
2.1.12(iii)(C).






	 	xxxviii.	 	“Hazardous Materials Activity” shall have the meaning set forth in Section
2.1.12(iii)(D).






xxxix. “Indemnified Person” shall have the meaning set forth in Section 7.2.




	 	xl.	 	“Inovio Shares” shall have the meaning set forth in the
recitals of this Agreement.






	 	xli.	 	“Insitutional Shareholders” shall have the meaning set forth in
the first paragraph of this Agreement.






	 	xlii.	 	“Interim Financial Statements” shall have the meaning set
forth in Section 2.1.6.






	 	xliii.	 	“Knowledge” means knowledge of a particular fact or other matter; for
purposes of this Agreement, a person will be deemed to have knowledge of a
particular fact or other matter if (1) such individual is actually aware of
such fact or other matter; or (2) a prudent individual could be expected to
discover or otherwise become aware of such fact or other matter.






	 	xliv.	 	“Laws” means any federal, state, local and foreign laws,
statutes, ordinances, regulations, or administrative rulings.






	 	xlv.	 	“Lock-Up Agreements” shall have the meaning set forth in
Section 1.5.3(i).






	 	xlvi.	 	“Material Contract” shall have the meaning set forth in
Section 2.1.22(i).






xlvii. “NOK” means Norway Kroner.




xlviii. “Non-Competition Period” shall have the meaning set forth in Section 9.1.




	 	xlix.	 	“Non-Exempt Seller” shall have the meaning set forth in
Section 2.2.3.






	 	l.	 	“Order” means any award, decision, injunction, judgment, order,
ruling, subpoena, or verdict entered, issued, made or rendered by any court,
administrative agency or other Governmental Body or by any arbitrator.






	 	li.	 	“Ordinary Shareholders” shall have the meaning set forth in the
first paragraph of this Agreement.





	 	 	 
	lii.

liii.

liv.

	 	“Parties” means the parties to this Agreement.

“Payment Commitments” shall have the meaning set forth in Section 1.4.1.

“Permits” shall have the meaning set forth in Section 2.1.13.








	 	lv.	 	“Proceeding” means any action, arbitration, audit, hearing,
investigation, litigation, suit, proceeding (whether civil, criminal,
administrative, investigative, or informal) commenced, brought, conducted or
heard by or before, or otherwise involving any Governmental Body or arbitrator.






	 	lvi.	 	“Proprietary Asset” means any: (a) patent, patent application,
trademark (whether registered or unregistered), trademark application, trade
name, fictitious business name, service mark (whether registered or
unregistered), service mark application, copyright (whether registered or
unregistered), copyright application, maskwork, maskwork application, trade
secret, know-how, customer list, computer system, computer software, computer
program, source code, software algorithm, invention, design, blueprint,
engineering drawing, technology, proprietary right or other intellectual
property right or intangible asset; or (b) right to use or exploit any of the
foregoing.






	 	lvii.	 	“Purchase Price” shall have the meaning set forth in Section
1.2.






lviii. “Registration Rights Agreement” shall have the meaning in Section 1.5.2(i).



	 	 	 
	lix.“Release” shall have the meaning set forth in Section 2.1.12(iii)(E).

	 
	 	 
	lx.“Returns” shall have the meaning set forth in Section 2.1.9.

	 
	 	 
	lxi.“SEC” means the U.S. Securities and Exchange Commission.

	 
	 	 
	lxii.

	 	“Second Payment” shall have the meaning set forth in Section 1.4.1.








lxiii. “Second Payment Date” shall have the meaning set forth in Section 1.4.1.




	 	lxiv.	 	“Securities Act” means the U.S. Securities Act of 1933, as
amended.






	 	lxv.	 	“Sellers” shall have the meaning set forth in the first
paragraph of this Agreement.





	 	 	 
	lxvi.

lxvii.

lxviii.

	 	“Series D Stock” shall have the meaning set forth in Section 1.2.

“Solicitation” shall have the meaning set forth in Section 9.3.

“Strategic Alliances” shall have the meaning set forth in Section 1.4.1.








	 	lxix.	 	“Taxes” means taxes of every nature, including, but not
limited to, income, sales, franchise and withholding taxes.





	 	 	 
	lxx.

lxxi.

lxxii.

lxxiii.

	 	“Third Payment” shall have the meaning set forth in Section 1.4.2.

“Third Payment Date” shall have the meaning set forth in Section 1.4.2.

“VPS” shall have the meaning set forth in Section 1.1.

“Warrants” shall have the meaning set forth in Section 2.1.1.







[SIGNATURE PAGE FOLLOWS]

3


IN WITNESS WHEREOF, the parties hereto have executed this Stock
Purchase Agreement the day and year first above written.



	 	 	 
	GENETRONICS BIOMEDICAL CORPORATION
	a Delaware company

	 	

	 
	 	 
	By:

	 	/s/ Avtar Dhillon
	
 
	 	 
	 
	 	 
	
 
	 	Name: Avtar Dhillon

Title: President and Chief Executive

Officer
	 
	 	 
	INOVIO A.S.

a Norway corporation

	 	



	 
	 	 
	By:

	 	/s/ Erling Lind
	
 
	 	 
	 
	 	 
	
 
	 	Name: Erling Lind

Title: As Per Special Authority
	 
	 	 
	THE SELLERS:

	 	

	 
	 	 
	KS TEKNOINVEST VII

	 	

	 
	 	 
	By:

	 	/s/ Bjorn Bjorn
	
 
	 	 
	 
	 	 
	
 
	 	Name: Bjorn Bjorn

General Manager
	 
	 	 
	OJADA AS

	 	

	 
	 	 
	By:

	 	/s/ Erik G. Braathen
	
 
	 	 
	 
	 	 
	
 
	 	Name: Erik G. Braathen

Director
	 
	 	 
	LAGOPUS AS

	 	

	 
	 	 
	By:

	 	/s/ Espen Stavdal
	
 
	 	 
	 
	 	 
	
 
	 	Name: Espen Stavdal

By Special Authority
	 
	 	 
	WINGANA AS

	 	

	 
	 	 
	By:

	 	/s/ Espen Stavdal
	
 
	 	 
	 
	 	 
	
 
	 	Name: Espen Stavdal

By Special Authority
	 
	 	 
	SELVAAG INVEST AS

	 	

	 
	 	 
	By:

	 	/s/ Jens Petter Falch
	
 
	 	 
	 
	 	 
	
 
	 	Name: Jens Petter Falch

By Special Authority
	 
	 	 
	IACOB MATHIESEN

	 	

	 
	 	 
	By:

	 	/s/ Iacob Mathiesen
	
 
	 	 
	 
	 	 
	
 
	 	Name: Iacob Mathiesen







	 	 	 





	 	 	 
	TERJE LOMO	 	 
	By: /s/ Terje Lomo

	 
	 	 
	 

	 
	 	 
	Name: Terje Lomo

	 
	 	 
	ALLEGRO AS

	 	

	 
	 	 
	By: /s/ Erling Lind

	 
	 	 
	 

	 
	 	 
	Name: Erling Lind

	 
	 	 
	Chairman

	 
	 	 
	CAROLINE HORSFIELD

	 	

	 
	 	 
	By: /s/ Caroline Horsfield

	 
	 	 
	 

	 
	 	 
	Name: Caroline Horsfield

	 
	 	 
	CLAES WAHLESTEDT

	 	

	 
	 	 
	By: /s/ Andreas Mollatt

	 
	 	 
	 

	 
	 	 
	Name: Andreas Mollatt, By

	 
	 	 
	Proxy

	 
	 	 
	BJARNE BOGEN

	 	

	 
	 	 
	By: /s/ Andreas Mollatt

	 
	 	 
	 

	 
	 	 
	Name: Andreas Mollatt, By

	 
	 	 
	Proxy

	 
	 	 
	TORUNN TJELLE

	 	

	 
	 	 
	By: /s/ Andreas Mollatt

	 
	 	 
	 

	 
	 	 
	Name: Andreas Mollatt, By

	 
	 	 
	Proxy

	 
	 	 
	EIRIK GRONNEVIK

	 	

	 
	 	 
	By: /s/ Andreas Mollatt

	 
	 	 
	 

	 
	 	 
	Name: Andreas Mollatt, By

	 
	 	 
	Proxy

	 
	 	 
	STIG TOLLEFSEN

	 	

	 
	 	 
	By: /s/ Andreas Mollatt

	 
	 	 
	 

	 
	 	 
	Name: Andreas Mollatt, By

	 
	 	 
	Proxy

	 
	 	 
	KNUT S. REKDAHL

	 	

	 
	 	 
	By: /s/ Andreas Mollatt

	 
	 	 
	 

	 
	 	 
	Name: Andreas Mollatt, By

	 
	 	 
	Proxy

	 
	 	 
	FORSKNINGSPARKEN

	 	

	 
	 	 
	By: /s/ Andreas Mollatt

	 
	 	 
	 

	 
	 	 
	Name: Andreas Mollatt, By

	 
	 	 
	Proxy








4




EXHIBIT 1.3.4




CERTIFICATE OF DESIGNATIONS





5






EXHIBIT 1.5.2(i)




REGISTRATION RIGHTS AGREEMENT







6






EXHIBIT 1.5.2(ii)




ESCROW AGREEMENT





7






EXHIBIT 1.5.2(iii)




EMPLOYMENT AGREEMENT










8






EXHIBIT 1.5.3(i)




LOCK-UP AGREEMENTS







9






EXHIBIT 4.1.12




Legal Opinion of Wiersholm, Mellbye & Bech





10






EXHIBIT 4.2.8




Legal Opinion of Kirkpatrick & Lockhart Nicholson Graham LLP





11






SCHEDULE A




Inovio AS Shareholders




Iacob Mathiesen



Terje Lomo



Lagopus AS



Wingana AS



AS Selvaag Invest



Ojada AS



KS Teknoinvest VII



Forskningsparken AS



Knut S. Rekdahl



Allegro AS



Eirik Grønevik



Claes Wahlestedt



Stig Tollefsen



Torunn Tjelle



Caroline Horsfield



Bjarne Bogen




12