**Exhibit4.24**

**EXHIBIT A**

**THIS WARRANT AND THE SECURITIESREPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,AS AMENDED, AND MAY NOT BE OFFERED, SOLD, ASSIGNED OR TRANSFERRED, IN THEABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR UNLESS THECOMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THECOMPANY THAT REGISTRATION UNDER SAID ACT IS NOT REQUIRED, AND THE TRANSFEREEHAS COMPLIED WITH THE REQUIREMENTS OF SECTION 3.1 HEREOF.**

Warrant No.W-2006-WT-•

COMMON STOCKPURCHASE WARRANT

To Purchase **[                        ]**Shares of Common Stock of

INOVIO BIOMEDICALCORPORATION

THIS IS TO CERTIFYTHAT •, or its registered assigns (the “Holder”), is entitled,during the Exercise Period (as hereinafter defined), to purchase from InovioBiomedical Corporation, a Delaware corporation (the “Company”), theWarrant Stock (as hereinafter defined and subject to adjustment as providedherein), in whole or in part, at a purchase price of $2.87 per share, all onand subject to the terms and conditions hereinafter set forth.

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

“AppraisedValue” means, in respect of any share of Common Stock on any date hereinspecified, the fair saleable value of such share of Common Stock (determinedwithout giving effect to the discount for (i) a minority interest or (ii) anylack of liquidity of the Common Stock or to the fact that the Company may haveno class of equity registered under the Exchange Act) as of the most recentpracticable date, based on the value of the Company on a fully-diluted basis,as determined by a nationally recognized investment banking firm selected bythe Company’s Board of Directors and having no prior relationship with theCompany (the fees of which shall be paid by the Company).

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

“Change ofControl” means the (i) acquisition by an individual or legal entity orgroup (as set forth in Section 13(d) of the Exchange Act) of more than one-halfof the voting rights or equity interests in the Company; or (ii) sale,conveyance, or other disposition of all or substantially all of the assets,property or business of the Company or (iii) the merger into or consolidationwith any other corporation (other than a wholly owned subsidiary corporationwhere the Company is the surviving entity) or (iv) effectuation of anytransaction or series of related transactions where holders of the Company’svoting securities prior to such transaction or 

----

series of transactionsfail to continue to hold at least 50% of the voting power of the Company.

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

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

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

“Current MarketPrice” means, in respect of any share of Common Stock on any date hereinspecified,

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

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

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

or

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

“CurrentWarrant Price” means, in respect of a share of Common Stock at any dateherein specified, the price at which a share of Common Stock may be purchasedpursuant to this Warrant on such date. Until the Current Warrant Price isadjusted pursuant to the terms herein, the initial Current Warrant Price shallbe $2.87 per share of Common Stock.

2

----

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

“ExercisePeriod” means the period during which this Warrant is exercisable pursuantto Section 2.1.

“ExpirationDate” means January 14, 2011.

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

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

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

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

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

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

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

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

“Warrant Stock”means the •  shares of Common Stockto be purchased upon the exercise hereof, subject to adjustment as providedherein.

2.             Exercise of Warrant.

2.1.          Manner of Exercise. From andafter the Closing Date, and until 5:00 P.M., California time, on the ExpirationDate (the “Exercise Period”), the Holder may exercise this 

3

----

Warrant, on any BusinessDay, for all or any part of the number of shares of Warrant Stock purchasablehereunder.

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

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

2.2.          Mandatory Exercise.  The Company may request that the Holderexercise this Warrant (the “Mandatory Exercise”) within thirty (30)Business Days after the date of the Mandatory Exercise Notice (as definedbelow) by delivering a written notice to the Holder at such address as theHolder shall have provided to the Company in writing pursuant to Section 14.2hereof (the “Mandatory Exercise Notice”); provided that (i) the DailyMarket Price for twenty (20) of the thirty (30) Trading Days ending on the dateof the Mandatory Exercise Notice (as defined below), is equal to or greaterthan 250% of the Current Warrant Price, (ii) sufficient shares of Common Stockof the Company are authorized and reserved for issuance upon the full exerciseof this Warrant, and (iii) the Registration Statement (as such term is definedin the Registration Rights Agreement) shall be effective, current and availablefor use by the Holder in connection with sales of the Warrant Stock at alltimes from the date of the Mandatory Exercise Notice through the MandatoryExercise Termination Date, and (iv) the Company is not in default of anymaterial provision of any Transaction Document (as defined in the SecuritiesPurchase 

4

----

and ExchangeAgreement).  The Mandatory ExerciseNotice shall set forth the Current Warrant Price and the Daily Market Price foreach of the previous twenty (20) Trading Days immediately preceding the date ofthe Mandatory Exercise Notice and shall state that this Warrant may beexercised in conformity with this Section 2.2 within thirty (30) BusinessDays.  The last day of suchthirty-Business Day period is hereinafter referred to as the “MandatoryExercise Termination Date”.  To theextent the Holder fails to exercise this Warrant by 5:00 pm California time ofthe Mandatory Exercise Termination Date, then (i) this Warrant shall be deemedterminated for all purposes and (ii) the Holder shall deliver to the Companythis Warrant marked “cancelled” (but the failure of the Holder to deliver thisWarrant to the Company for cancellation shall not affect the termination ofthis Warrant as of the Mandatory Exercise Termination Date).

2.3.          Fractional Shares. The Companyshall not be required to issue a fractional share of Common Stock upon exerciseof any Warrant. As to any fraction of a share which the Holder of one or moreWarrants, the rights under which are exercised in the same transaction, wouldotherwise be entitled to purchase upon such exercise, the Company shall pay anamount in cash equal to the Current Market Price per share of Common Stock onthe date of exercise multiplied by such fraction.

3.             Transfer, Division andCombination.

3.1.          Transfer. The Warrants and theWarrant Stock shall be transferable, subject to compliance with all applicablelaws, including, but not limited to the federal and state securities laws, andthe following limitations.  If, at thetime of the surrender of this Warrant in connection with any transfer of thisWarrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock,as applicable, shall not be registered under the Securities Act, the Companymay require, as a condition of allowing such transfer, (i) that the Holder ortransferee of this Warrant or the Warrant Stock as the case may be, furnish tothe Company a written opinion of counsel that is reasonably acceptable to theCompany to the effect that such transfer may be made without registration underthe Securities Act, (ii) that the Holder or transferee execute and deliver tothe Company an investment letter in form and substance acceptable to theCompany and substantially in the form attached as Exhibit C hereto and(iii) that the transferee be (A) an “accredited investor” as defined in Rule501(a) promulgated under the Securities Act, (B) a non-US Person (within themeaning of Regulation S promulgated under the Securities Act, or (C) anaffiliate of the Holder, as defined and applied under Rule 501(b) of RegulationD under the Securities Act.  Transfer ofthis Warrant and all rights hereunder, in whole or in part, in accordance withthe foregoing provisions, shall be registered on the books of the Company to bemaintained for such purpose, upon surrender of this Warrant at the principaloffice of the Company referred to in Section 2.1 or the office or agencydesignated by the Company pursuant to Section 12, together with a writtenassignment of this Warrant substantially in the form of Exhibit B heretoduly executed by the Holder or its agent or attorney and funds sufficient topay any transfer taxes payable upon the making of such transfer. Upon suchsurrender and, if required, such payment, the Company shall execute and delivera new Warrant or Warrants in the name of the assignee or assignees and in thedenomination specified in such instrument of assignment, and shall issue to theassignor a new Warrant evidencing the portion of this Warrant not so assigned,and this Warrant shall promptly be cancelled. Following a transfer thatcomplies with the requirements of this Section 3.1, the Warrant may beexercised by a new Holder for the purchase of shares of Common Stock regardlessof whether the Company issued or registered a 

5

----

new Warrant on the booksof the Company.

3.2.          Restrictive Legends. Eachcertificate for Warrant Stock initially issued upon the exercise of thisWarrant, and each certificate for Warrant Stock issued to any subsequenttransferee of any such certificate, unless, in each case, such Warrant Stock iseligible for resale without registration pursuant to Rule 144(k) under theExchange Act or has been registered under an effective registration statementfor resale, shall be stamped or otherwise imprinted with legends insubstantially the following form:

“THE SECURITIESEVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACTOF 1933, AS AMENDED (TOGETHER WITH THE REGULATIONS PROMULGATED THEREUNDER, THE “SECURITIESACT”), OR ANY STATE OR OTHER SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FORSALE, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OFWITHIN THE UNITED STATES (AS THAT TERM IS DEFINED IN REGULATION S PROMULGATEDUNDER THE SECURITIES ACT) OR TO A U.S. PERSON (AS THAT TERM IS DEFINED INREGULATION S) IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED UNDERSAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS, UNLESS AN EXEMPTION FROMSUCH REGISTRATION IS AVAILABLE.  HEDGINGTRANSACTIONS INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS INCOMPLIANCE WITH THE SECURITIES ACT.  ANYPERSON ACCEPTING ANY INTEREST IN THE SECURITIES REPRESENTS THAT IT IS NOT AU.S. PERSON AND IS ACQUIRING SUCH SECURITIES IN AN OFFSHORE TRANSACTIONPURSUANT TO RULE 903 OR 904 OF REGULATION S.”

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

4.             Adjustments. The number ofshares of Common Stock for which this Warrant is exercisable, and the price atwhich such shares may be purchased upon exercise of this Warrant, shall besubject to adjustment from time to time as set forth in this Section 4. TheCompany shall give the Holder notice of any event described below whichrequires an adjustment pursuant to this Section 4 in accordance with Sections5.1 and 5.2.

4.1.          (a) Stock Dividends, Subdivisions and Combinations. If at any timewhile this Warrant is outstanding the Company shall:

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

 

6

----

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

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

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

(2)           the Current Warrant Price shall beadjusted to equal:

(A)          the Current Warrant Price in effect atthe time of the record date for such dividend or distribution or of theeffective date of such subdivision or combination, multiplied by the number ofshares of Common Stock into which this Warrant is exercisable immediately priorto the adjustment, divided by

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

Any adjustmentmade pursuant to clause (i) of this paragraph shall become effectiveimmediately after the record date for the determination of stockholdersentitled to receive such dividend or distribution, and any adjustment pursuantto clauses (ii) or (iii) of this paragraph shall become effective immediatelyafter the effective date of such subdivision or combination.

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

4.2.          Certain Other Distributions. Ifat any time while this Warrant is outstanding the Company shall cause theholders of its Common Stock to be entitled to receive any dividend or otherdistribution of:

(i)            cash,

7

----

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

(iii)          any warrants or other rights tosubscribe for or purchase any evidences of its indebtedness, any shares ofstock of any class or any other securities or property or assets of any naturewhatsoever, then:

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

(2)           the Current Warrant Price in effectimmediately prior to the record date fixed for determination of stockholdersentitled to receive such distribution shall be adjusted to equal (x) theCurrent Warrant Price multiplied by the number of shares of Common Stockacquirable upon exercise of this Warrant immediately prior to the adjustment,divided by (y) the number of shares of Common Stock acquirable upon exercise ofthis Warrant immediately after such adjustment. A reclassification of theCommon Stock (other than a change in par value, or from par value to no parvalue or from no par value to par value) into shares of Common Stock and sharesof any other class of stock shall be deemed a distribution by the Company tothe holders of its Common Stock of such shares of such other class of stockwithin the meaning of this Section 4.2 and, if the outstanding shares of CommonStock shall be changed into a larger or smaller number of shares of CommonStock as a part of such reclassification, such change shall be deemed asubdivision or combination, as the case may be, of the outstanding shares ofCommon Stock within the meaning of Section 4.1.

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

(a) WhenAdjustments to Be Made. The adjustments required by Section 4 shall be madewhenever and as often as any specified event requiring an adjustment shalloccur, except that any that would otherwise be required may be postponed(except in the case of a subdivision or combination of shares of the CommonStock, as provided for in Section 4.1) up to, but not beyond the date ofexercise if such adjustment either by itself or with other adjustments notpreviously made adds or subtracts less than 1% of the shares of Common Stockinto which this Warrant is exercisable immediately prior to the making of suchadjustment. Any adjustment representing a change of less than such minimumamount (except as aforesaid) which is postponed shall be carried forward andmade as soon as such adjustment, together with other 

8

----

adjustments required bythis Section 4 and not previously made, would result in a minimum adjustment oron the date of exercise. For the purpose of any adjustment, any specified eventshall be deemed to have occurred at the close of business on the date of itsoccurrence.

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

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

(d)  Escrow of Stock. If after any propertybecomes distributable pursuant to Section 4 by reason of the taking of anyrecord of the holders of Common Stock, but prior to the occurrence of the eventfor which such record is taken, the Holder of this Warrant exercises theWarrant during such time, then the Holder shall continue to be entitled toreceive any shares of Common Stock issuable upon exercise hereunder by reasonof such adjustment and such shares or other property shall be held in escrowfor the Holder by the Company to be issued to the Holder of this Warrant uponand to the extent that the event actually takes place. Notwithstanding any otherprovision to the contrary herein, if the event for which such record was takenfails to occur or is rescinded, then such escrowed shares shall be canceled bythe Company and escrowed property returned to the Company.

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

(a) upon requestof Holder delivered to the Company within 10 days of receipt of notice of suchChange of Control pursuant to Section 5.2, to have the Company (or any suchsuccessor or surviving entity) purchase this Warrant from the Holder for anaggregate purchase price, payable in cash on the effective date of consummationof such Change of Control, equal to the product of (i) the difference betweenthe the price to be paid per share in the Change of Control transaction and theCurrent Warrant Price, multiplied by (ii) the number of shares of Common Stockissuable upon exercise of this Warrant immediately prior to the consummation ofsuch Change of Control; or

(b)  if pursuant to the terms of such Change ofControl, shares of common stock of the successor or acquiring corporation,and/or any cash, shares of stock or other securities or property of any naturewhatsoever (including warrants or other subscription or purchase rights) inaddition to or in lieu of common stock of the successor or acquiringcorporation (“Other Property”), are to be received by or distributed tothe holders of Common Stock of the Company, and the Holder shall not have electedto have this Warrant purchased by the Company pursuant to Section 4.4(a) above,then the Holder of this Warrant shall have the right thereafter to receive,upon the exercise of the Warrant, the number of shares of common stock of thesuccessor or 

9

----

acquiring corporation orof the Company, if it is the surviving corporation, and/or the Other Propertyreceivable upon or as a result of such Change of Control by a holder of thenumber of shares of Common Stock into which this Warrant is exercisable immediatelyprior to such event.

(c)  In case of any such Change of Controldescribed above, to the extent this Warrant has not been fully purchased by theCompany pursuant to Section 4.4(a) above, the successor or acquiringcorporation (if other than the Company) shall expressly assume the due andpunctual observance and performance of each and every covenant and condition ofcontained in this Warrant to be performed and observed by the Company and allthe obligations and liabilities hereunder, subject to such modifications as maybe deemed appropriate (as determined by resolution of the Board of Directors ofthe Company) in order to provide for adjustments of shares of the Common Stockinto which this Warrant is exercisable which shall be as nearly equivalent as practicableto the adjustments provided for in Section 4. The foregoing provisions of thisSection 4 shall similarly apply to successive Change of Control transactions.

4.5.          Other Action Affecting Common Stock.In case at any time or from time to time the Company shall take any action inrespect of its Common Stock, other than the payment of dividends permitted bySection 4 or any other action described in Section 4, then, unless such actionwill not have a materially adverse effect upon the rights of the Holder of thisWarrant, the number of shares of Common Stock or other stock into which thisWarrant is exercisable and/or the purchase price thereof shall be adjusted insuch manner as may be equitable in the circumstances; provided, that the mereauthorization or issuance of additional shares of capital stock of the Company(other than pursuant to a stock dividend) shall not be considered any action inrespect of its Common Stock.

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

4.7.          Stock Transfer Taxes. The issueof stock certificates upon exercise of this Warrant shall be made withoutcharge to the Holder for any tax in respect of such issue. The Company shallnot, however, be required to pay any tax which may be payable in respect of anytransfer involved in the issue and delivery of shares in any name other thanthat of the Holder of this Warrant, and the Company shall not be required toissue or deliver any such stock certificate unless and until the person orpersons requesting the issue thereof shall have paid to the Company the amountof such tax or shall have established to the satisfaction of the Company thatsuch tax has been paid.

5.             Notices to Warrant Holders.

5.1.          Certificate as to Adjustments.Upon the occurrence of each adjustment or readjustment of the Current WarrantPrice, the Company, at its expense, shall promptly compute such adjustment orreadjustment in accordance with the terms hereof and prepare and furnish to theHolder of this Warrant a certificate setting forth such adjustment orreadjustment and showing in detail the facts upon which such adjustment orreadjustment is based. The Company shall, upon the written request at any timeof the Holder of this Warrant, furnish or cause to be furnished to such Holdera like certificate setting forth (i) such adjustments and readjustments, 

10

----

(ii) the Current WarrantPrice at the time in effect and (iii) the number of shares of Common Stock andthe amount, if any, or other property which at the time would be received uponthe exercise of Warrants owned by such Holder.

5.2.          Notice of Corporate Action. Ifat any time:

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

(b)           there shall be any capitalreorganization of the Company, any reclassification or recapitalization of thecapital stock of the Company or any Change of Control by consolidation ormerger of the Company with, or any sale, transfer or other disposition of allor substantially all the property, assets or business of the Company to,another corporation, or

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

then, in any one or moreof such cases, the Company shall give to the Holder (i) at least 20 days’ priorwritten notice of the date on which a record date shall be selected for suchdividend, distribution or right or for determining rights to vote in respect ofany such reorganization, reclassification, merger, consolidation, sale,transfer, disposition, dissolution, liquidation or winding up, and (ii) in thecase of any such Change in Control, reorganization, reclassification, merger,consolidation, sale, transfer, disposition, dissolution, liquidation or windingup, at least 20 days’ prior written notice of the date when the same shall takeplace. Such notice in accordance with the foregoing clause also shall specify(i) the date on which any such record is to be taken for the purpose of suchdividend, distribution or right, the date on which the holders of Common Stockshall be entitled to any such dividend, distribution or right, and the amountand character thereof, and (ii) the date on which any such Change in Control,reorganization, reclassification, merger, consolidation, sale, transfer,disposition, dissolution, liquidation or winding up is to take place and thetime, if any such time is to be fixed, as of which the holders of Common Stockshall be entitled to exchange their shares of Common Stock for securities orother property deliverable upon such Change in Control, reorganization,reclassification, merger, consolidation, sale, transfer, disposition,dissolution, liquidation or winding up. Each such written notice shall besufficiently given if addressed to the Holder at the last address of the Holderappearing on the books of the Company and delivered in accordance with Section14.2.

5.3.          No Rights as Stockholder. ThisWarrant does not entitle the Holder to any voting or other rights as astockholder of the Company prior to exercise and payment of the Warrant Pricein accordance with the terms hereof.

6.             No Impairment. The Companyshall not by any action, including, without limitation, amending its certificateof incorporation or bylaws or through any reorganization, transfer of assets,consolidation, merger, dissolution, issue or sale of securities or any other 

11

----

voluntary action, avoidor seek to avoid the observance or performance of any of the terms of thisWarrant, but will at all times in good faith assist in the carrying out of allsuch terms and in the taking of all such actions as may be necessary orappropriate to protect the rights of the Holder against impairment. Withoutlimiting the generality of the foregoing, the Company will (a) not increase thepar value of any shares of Common Stock receivable upon the exercise of thisWarrant above the amount payable therefor upon such exercise immediately priorto such increase in par value, (b) take all such action as may be necessary orappropriate in order that the Company may validly and legally issue fully paidand nonassessable shares of Common Stock upon the exercise of this Warrant, and(c) use its best efforts to obtain all such authorizations, exemptions orconsents from any public regulatory body having jurisdiction thereof as may benecessary to enable the Company to perform its obligations under this Warrant.Upon the request of the Holder, the Company will at any time during the periodthis Warrant is outstanding acknowledge in writing, in form satisfactory to theHolder, the continuing validity of this Warrant and the obligations of theCompany hereunder.

7.             Reservation and Authorization ofCommon Stock; Registration With Approval of Any Governmental Authority.From and after the Closing Date, the Company shall at all times reserve andkeep available for issue upon the exercise of Warrants such number of itsauthorized but unissued shares of Common Stock as will be sufficient to permitthe exercise in full of all outstanding Warrants. All shares of Common Stockwhich shall be so issuable, when issued upon exercise of any Warrant andpayment therefor in accordance with the terms of such Warrant, shall be dulyand validly issued and fully paid and nonassessable, and not subject topreemptive rights. Before taking any action which would cause an adjustmentreducing the Current Warrant Price below the then par value, if any, of theshares of Common Stock issuable upon exercise of the Warrants, the Companyshall take any corporate action which may be necessary in order that theCompany may validly and legally issue fully paid and non-assessable shares ofsuch Common Stock at such adjusted Current Warrant Price. Before taking anyaction which would result in an adjustment in the number of shares of CommonStock for which this Warrant is exercisable or in the Current Warrant Price,the Company shall obtain all such authorizations or exemptions thereof, orconsents thereto, as may be necessary from any public regulatory body or bodieshaving jurisdiction thereof. If any shares of Common Stock required to bereserved for issuance upon exercise of Warrants require registration orqualification with any governmental authority under any federal or state lawbefore such shares may be so issued (other than as a result of a prior orcontemplated distribution by the Holder of this Warrant), the Company will ingood faith and as expeditiously as possible and at its expense endeavor tocause such shares to be duly registered.

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

9.             RegistrationRights. The resale of the Warrant Stock shall be registered in accordancewith the terms and conditions contained in that certain Registration Rights 

12

----

Agreement dated of evendate hereof, among the Holder, the Company and the other parties named therein(the “Registration Rights Agreement”). The Holder acknowledges thatpursuant to the Registration Rights Agreement, the Company has the right torequest that the Holder furnish information regarding such Holder and thedistribution of the Warrant Stock as is required by law or the Commission to bedisclosed in the Registration Statement (as such term is defined in the RegistrationRights Agreement), and the Company may exclude from such registration theshares of Warrant Stock acquirable hereunder if Holder fails to furnish suchinformation within a reasonable time prior to the filing of each RegistrationStatement, supplemented prospectus included therein and/or amended RegistrationStatement.

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

11.           Loss or Mutilation. Uponreceipt by the Company from the Holder of evidence reasonably satisfactory toit of the ownership of and the loss, theft, destruction or mutilation of thisWarrant and indemnity reasonably satisfactory to it and reimbursement to theCompany of all reasonable expenses incidental thereto and in case of mutilationupon surrender and cancellation hereof, the Company will execute and deliver inlieu hereof a new Warrant of like tenor to the Holder; provided, however, thatin the case of mutilation, no indemnity shall be required if this Warrant inidentifiable form is surrendered to the Company for cancellation.

12.           Office of the Company. As longas any of the Warrants remain outstanding, the Company shall maintain an officeor agency (which may be the principal executive offices of the Company) wherethe Warrants may be presented for exercise, registration of transfer, divisionor combination as provided in this Warrant.

13.           Limitation of Liability. Noprovision hereof, in the absence of affirmative action by the Holder topurchase shares of Common Stock, and no enumeration herein of the rights orprivileges of the Holder hereof, shall give rise to any liability of the Holderfor the purchase price of any Common Stock, whether such liability is assertedby the Company or by creditors of the Company.

14.           Miscellaneous.

14.1.        Nonwaiver and Expenses. No courseof dealing or any delay or failure to exercise any right hereunder on the partof the Holder shall operate as a waiver of such right or otherwise prejudiceHolder’s rights, powers or remedies. If the Company fails to make, when due,any payments provided for hereunder, or fails to comply with any other provisionof this Warrant, the Company shall pay to the Holder such amounts as shall besufficient to cover any third party costs and expenses including, but notlimited to, reasonable attorneys’ fees, including those of appellateproceedings, incurred by the Holder in collecting any amounts due pursuanthereto or in otherwise enforcing any of its rights, powers or remedieshereunder.

 

13

----

14.2.        Notice Generally. Any and allnotices or other communications or deliveries required or permitted to beprovided hereunder shall be in writing and shall be deemed given and effectiveon the earliest of (a) one Trading Day after the date of transmission, if suchnotice or communication is delivered via facsimile at the facsimile number setforth on the signature pages attached hereto prior to 2:00 p.m. (San Diegotime) on a Trading Day, (b) two Trading Days after the date of transmission, ifsuch notice or communication is delivered via facsimile at the facsimile numberset forth on the signature pages attached hereto on a day that is not a TradingDay or later than 2:00 p.m. (San Diego time) on any Trading Day, (c) the fourthTrading Day following the date of shipment, if sent by internationallyrecognized overnight courier service, or (d) upon actual receipt by the partyto whom such notice is required to be given. The address for such notices and communications shall be as set forthbelow.  The Company shall, concurrentlywith providing any notice in the manner set forth in the preceding twosentences, transmit a copy of such notice (which copy shall not, by itself, bedeemed to constitute notice hereunder) by email to such email address as is set forth below.
| Addresses for Notice:                                 |                                 |
|-------------------------------------------------------|--------------------------------------|
|                                                  |
| Inovio Biomedical Corporation                         |
| Attention:                                            | Peter Kies   Chief Financial Officer |
| 11494 Sorrento Valley Road   San Diego, CA 92121-1334 |                                 |
| Telephone:  Fax:                                      | (858) 597-6006  (858) 597-0451       |
|                                                  |
| *[Insert Address for Holder ]*                        |
|                                                       |                                      |  |  |

##  

14.3.        Successors and Assigns. Subjectto compliance with the provisions of Section 3.1, this Warrant and the rightsevidenced hereby shall inure to the benefit of and be binding upon thesuccessors of the Company and the successors and assigns of the Holder. Theprovisions of this Warrant are intended to be for the benefit of all Holdersfrom time to time of this Warrant, and shall be enforceable by any such Holder.

14.4.        Amendment. This Warrant may bemodified or amended or the provisions of this Warrant waived with the writtenconsent of both the Company and the Holder.

14.5.        Severability. Wherever possible,each provision of this Warrant shall be interpreted in such manner as to beeffective and valid under applicable law, but if any provision of this Warrantshall be prohibited by or invalid under applicable law, such provision shall bemodified to the extent of such prohibition or invalidity and with the aim ofeffecting the intent of the parties to the maximum extent possible, withoutinvalidating the remainder of such provision or the remaining provisions ofthis Warrant.

14.6.        Headings. The headings used inthis Warrant are for the convenience of reference only and shall not, for anypurpose, be deemed a part of this Warrant.

14

----

14.7.        Governing Law. This Warrant andthe transactions contemplated hereby shall be deemed to be consummated in theState of California and shall be governed by and interpreted in accordance withthe local laws of the State of California without regard to the provisionsthereof relating to conflicts of laws. The Company hereby irrevocably consentsto the exclusive jurisdiction of the State and Federal courts located in LosAngeles, California in connection with any action or proceeding arising out ofor relating to this Warrant. In any such litigation the Company agrees that theservice thereof may be made by certified or registered mail directed to theCompany pursuant to Section 14.2.

[Signature PageFollows]

15

----

IN WITNESSWHEREOF, Inovio Biomedical Corporation has caused this Warrant to be executedby its duly authorized officer and attested by its Secretary.
| Dated:                              ,  2007 |   |   |                                                                 |   |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|----------------------------------------------------------------------|--------|
|                                                                                                                                                                                    |   |   |                                                                 |   |
|                                                                                                                                                                                    |   |   | INOVIO BIOMEDICAL CORPORATION                                        |   |
|                                                                                                                                                                                    |   |   |                                                                 |   |
|                                                                                                                                                                                    |   |   | By:                                                                  |   |
|                                                                                                                                                                                    |   |   | Name: Avtar Dhillon   Title: President & Chief Executive Officer |   |
|                                                                                                                                                                                    |   |   |                                                                 |   |
| Attest:                                                                                                                                                                                 |   |   |                                                                 |   |
|                                                                                                                                                                                    |   |   |                                                                 |   |
|                                                                                                                                                                                    |   |   |                                                                 |   |
| By:                                                                                                                                                                                     |   |   |                                                                 |   |
| Name: Douglas Murdock                                                                                                                                                                   |   |   |                                                                 |   |
| Title: Secretary                                                                                                                                                                        |   |   |                                                                 |   |
|                                                                                                                                                                                         |        |        |                                                                      |        |  |  |

 

16

----

EXHIBIT A

SUBSCRIPTION FORM

[To be executedonly upon exercise of Warrant]

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

2.             Please issue a certificate orcertificates representing said shares in the name of the undersigned or in suchother name as is specified below:
|        |   |      |
|--------|--------|-----------|
|        |   | (Name)    |
|   |   |      |
|   |   |      |
|   |   |      |
|   |   | (Address) |

 

[and, if such shares ofCommon Stock shall not include all of the shares of Common Stock issuable asprovided in this Warrant, that a new Warrant of like tenor and date for thebalance of the shares of Common Stock issuable hereunder be delivered to theundersigned.]
|                                 |   |
|---------------------------------|--------|
| (Name of Registered Owner)      |   |
|                            |   |
|                            |   |
| (Signature of Registered Owner) |   |
|                            |   |
|                            |   |
| (Street Address)                |   |
|                            |   |
|                            |   |
| (State) (Country) (Postal Code) |   |

 

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

17

----

EXHIBIT B

ASSIGNMENT FORM

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

 
|                                    |   |        |
|------------------------------------|--------|--------|
|                               |   |   |
|                               |   |   |
|                               |   |   |
|                               |   |   |
| (Name and Address of Assignee)     |   |   |
|                               |   |   |
|                               |   |   |
| (Number of Shares of Common Stock) |   |   |

 

and does hereby irrevocably constitute and appoint               attorney-in-fact to register such transfer on the books of the Company,maintained for the purpose, with full power of substitution in the premises.
| Dated:                  |   |        |   |
|-------------------------|--------|--------|--------|
|                    |   |   |
|                    |   |   |
| (Print Name and  Title) |   |   |
|                    |   |   |
|                    |   |   |
| (Signature)             |   |   |
|                    |   |   |
|                    |   |   |
| (Witness)               |   |   |

 

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

18

----

EXHIBIT C

FORM OF INVESTMENTREPRESENTATION LETTER

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

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

The Holder, by acceptance of the [Warrants][Securities],represents and warrants to the Company that it shall only transfer theSecurities (i) in a transaction meeting the requirements of Regulation S underthe Securities Act, including without limitation, where the offer (A) is notmade to a person in the United States and either (x) at the time the buy orderis originated, the buyer is outside the United States or the Company and anyperson acting on the undersigned’s behalf reasonably believe that the buyer isoutside the United States, or (y) the transaction is executed in, on or throughthe facilities of a designated offshore securities market and neither theseller nor any person acting on the undersigned’s behalf knows that thetransaction has been pre-arranged with a buyer in the United States, and (B) nodirect selling efforts shall be made in the United States by the buyer, anaffiliate or any person acting on their behalf, or (ii) in a transactionregistered under the Securities Act or pursuant to an exemption from suchregistration.

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

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

19

----

OTHERWISE DISPOSEDOF WITHIN THE UNITED STATES (AS THAT TERM IS DEFINED IN REGULATION SPROMULGATED UNDER THE SECURITIES ACT) OR TO A U.S. PERSON (AS THAT TERM ISDEFINED IN REGULATION S) IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENTFILED UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS, UNLESS ANEXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. ANY PERSON ACCEPTING ANY INTEREST IN THE SECURITIES REPRESENTS THAT ITIS NOT A U.S. PERSON AND IS ACQUIRING SUCH SECURITIES IN AN OFFSHORETRANSACTION PURSUANT TO RULE 903 OR 904 OF REGULATION S.  HEDGING TRANSACTIONS INVOLVING SUCHSECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”

20

----

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

[Name]
| By     |   |        |   |
|--------|--------|--------|--------|
| Name:  |   |   |
| Title: |   |   |

 

21

----