EXHIBIT
10.64


 


ALLONGE


 


	
  Note:

  	
   

  	
  Convertible
  Subordinated Promissory Note dated [ORIGINAL DATE OF NOTE] (the “Note”)

  
	
   

  	
   

  	
   

  
	
  Borrower:

  	
   

  	
  VGX
  Pharmaceuticals, Inc. (the “Borrower”)

  
	
   

  	
   

  	
   

  
	
  Holder:

  	
   

  	
  [NAME OF HOLDER] (the “Holder”)

  
	
   

  	
   

  	
   

  
	
  Principal
  Sum:

  	
   

  	
  $[PRINCIPAL]

  



 


THIS ALLONGE TO CONVERTIBLE SUBORDINATED PROMISSORY
NOTE (this “Allonge”) is
made as of November        ,
2008, between the Borrower and the Holder. 
Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Note.


 


WHEREAS, on [ORIGINAL DATE OF NOTE], the Borrower issued the Note to the Holder in an aggregate principal amount equal to
the Principal Sum (as defined in the Note), all which remains outstanding as of
the date hereof;


 


WHEREAS, on  [AMENDMENT DATE], the Borrower and the Holder entered into an amendment pursuant to which certain provisions of the
Note were amended;


 


WHEREAS, on [FIRST ALLONGE DATE], the Borrower and the Holder entered into an
Allonge WHEREAS, the Borrower and the Holder now wish to
amend further certain provisions of the Note, as set forth herein.


 


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


 


1.             The
first sentence of Section 2 of the Note (titled “Maturity”) is hereby
amended and restated in its entirety to read as follows:  “Unless this Note has been converted pursuant
to Section 3 or repaid pursuant to Section 7 below, the entire unpaid
balance of the Principal Sum outstanding, together with all accrued, but
unpaid, interest and all other fees, costs and charges, if any, shall be due
and payable on December 30, 2009; provided, however, that such date shall be extended
one additional year, upon written notice of extension given either by the
Borrower to the Holder or by the Holder to the Borrower at any time prior to December 31,
2009 (such maturity date is hereafter referred to as the “Maturity Date”).


 


2.             Section 3
of the Note (titled “Conversion”) is hereby amended by deleting the additional
paragraphs thereto that were added pursuant to Section 1 of Allonge No. 1
and by adding the following additional paragraphs to such Section 3:


 

















 


“Notwithstanding
any provision to the contrary contained herein, if the Merger (as defined
below) is consummated, at any time from and after such consummation until the
Maturity Date or the repayment by the Borrower of the Principal Sum, together
with all accrued but unpaid interest thereon and all other fees, costs and
charges, if any (such period of time, the “Conversion Period”), this Note shall
be converted into shares of Acquiror Common Stock as follows:


 


(i)            At the option of the Holder,
one-half (1/2) of the Principal Sum outstanding hereunder, together with all
accrued but unpaid interest on such portion of the Principal Sum, and one-half
(1/2) of all other fees, costs and charges, if any, shall be converted into
that number of fully paid, validly issued and non-assessable shares of Acquiror
Common Stock (as defined below) as determined by the application of a
conversion price equal to $1.05 per share (as adjusted for any stock splits,
stock dividends, recapitalizations or the like with respect to such shares)
(the “Conversion Price”).  Such option shall be exercisable by
the Holder by providing written notice of conversion to the Company at any time
prior to the expiration of the Conversion Period.


 


(ii)           In the event that, at any time during
the Conversion Period, the average of the closing sales prices for one share of
Acquiror Common Stock as reported on the exchange on which Acquiror Common
Stock is traded for the five consecutive Trading Days (as defined below) at a
price per share equal to or greater than $2.10 per share (as adjusted for any
stock splits, stock dividends, recapitalizations or the like with respect to
such shares), one-half (1/2) of the Principal Sum outstanding hereunder,
together with all accrued but unpaid interest on such portion of the Principal
Sum and one-half (1/2) of all other fees, costs and charges, if any, under this
Note shall be converted into that number of fully paid, validly issued and
non-assessable shares of Acquiror Common Stock as determined by the application
of a conversion price per share equal to the Conversion Price.


 


No fractional
shares of Acquiror Common Stock shall be issued upon the conversion of this
Note.  With respect to any fraction of a
share of Acquiror Common Stock called for upon the conversion of this Note, a
cash amount equal to such fraction shall be paid to the Holder.


 


With respect to
any shares of Acquiror Common Stock issued in a conversion pursuant to clauses (i) or
(ii) above at any time from the date of the occurrence of the Merger through
the date that is 180 days after the such date, the Holder shall not (A) sell,
assign, exchange, transfer, pledge, hypothecate, distribute or otherwise
dispose of (other than by operation of law where the transferee remains subject
to and bound by the provisions of this paragraph) any such shares of Acquiror
Common Stock or any interest (including, without limitation, an option to buy
or sell) in any such shares, in whole or in part, and no such attempted
transfer shall be treated as effective for any purpose, or (B) engage in
any transaction with respect to such shares or any interest therein, the intent
or effect of which is the effective economic disposition of such shares
(including, but not limited to, engaging in put, call, short-sale, straddle or
similar market transactions), for a 


 


2

















 


period of time commencing
on the date of conversion through the date that is 180 days after the
occurrence of the Merger, provided, however, that such restrictions in the
foregoing clauses (A) and (B) shall lapse as to 50% of such shares 90
days after the date of the occurrence of the Merger.  The Holder agrees, promptly after the Company’s
or the Acquiror’s request, to enter into a written agreement to memorialize in
further detail the restrictions contained in this paragraph.


 


For purposes of
this Note, the “Merger” shall mean the merger transaction involving the
Borrower and Inovio Biomedical Corporation (the “Acquiror”), pursuant to an
Agreement and Plan of Merger dated as of July 7, 2008 by and among the
Borrower, the Acquiror and the other parties listed therein, as the same may be
amended and/or restated from time to time; “Acquiror Common Stock” shall mean
the common stock of the Acquiror; and “Trading Day” shall mean a day on which
trades occur on the exchange on which Acquiror Common Stock is traded and for
which a last sale price is reported for Acquiror Common Stock.”


 


3.             Effective
as of the time of the Merger, the conversion provisions set forth in Section 3
of the Note shall be deleted in their entirety. 
For the avoidance of doubt, the conversion provisions added to such Section 3
pursuant to this Allonge shall remain in full force and effect in the event of
such deletion.


 


4.             Effective at the time of the
Merger, the delivery dates for the financial statements contained in Section 6
of the Note (titled “Financial Reports”) are hereby modified so as to provide
that such financial statements shall be deliverable by the Company promptly
after they are required to be filed with the Securities and Exchange Commission
(and not before such date), notwithstanding anything to the contrary contained
in such Section 6.


 


5.             Effective as of the effective time
of the Merger, Section 9 of the Note (“Co-Sale Rights”) shall be deleted
in its entirety.


 


This Allonge is intended to be and shall remain
attached to, and shall constitute an integral part of, the Note from and after
the date hereof.  Except as modified
hereby, all of the terms and provisions of the Note are hereby ratified and
confirmed and, as amended by this Allonge, shall continue in full force and
effect.


 


3

















 


Intending to be legally bound hereby, each of the
undersigned have duly executed this Allonge as of the     day of
            , 2008.


 


 


	
   

  	
  VGX PHARMACEUTICALS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  J. Joseph Kim, Ph.D.

  
	
   

  	
   

  	
  President and Chief
  Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HOLDER

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  



 


4

















 


ADDENDUM
TO ALLONGE TO NOTE


 


	
  Note:

  	
   

  	
  Convertible
  Subordinated Promissory Note dated [ORIGINAL DATE OF NOTE] (the “Note”)

  
	
   

  	
   

  	
   

  
	
  Borrower:

  	
   

  	
  VGX
  Pharmaceuticals, Inc. (the “Borrower”)

  
	
   

  	
   

  	
   

  
	
  Holder:

  	
   

  	
  [NAME OF HOLDER] (the “Holder”)

  
	
   

  	
   

  	
   

  
	
  Principal
  Sum:

  	
   

  	
  $[PRINCIPAL]

  



 


The Borrower and the Holder previously executed an
Allonge dated November             ,
2008 relating to the Note.  Capitalized terms used but not defined herein
shall have the meanings ascribed to them in the Note.


 


The Borrower and the Holder agree, for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, to supplement the Allonge as follows:


 


1.             In the event that
the Holder elects to convert one-half (1/2) of the entire Principal Sum,
together with all accrued but unpaid interest on such portion of the Principal
Sum and one-half (1/2) of all other fees, costs and charges, if any, relating
to the Note, as provided in paragraph (i) of Section 3 of the Note
(titled “Conversion”), as amended by Section 2 of the Allonge, at the
Holder’s option, all remaining amounts of the Principal Sum, interest and other
fees, costs and charges, if any, relating to the Note shall, simultaneously
with such optional conversion, be converted into a number of fully paid,
validly issued and non-assessable shares of Acquiror Common Stock determined by
application of a conversion price per share equal to the Conversion Price.  Such option shall be exercisable by the
Holder by providing written notice of conversion to the Company of such
conversion elected pursuant to this paragraph 1 at the same time that the
notice of optional conversion required by the Note is provided by the Holder to
the Borrower.


 


2.             In the event that, at any time
during the Conversion Period, the average of the closing sales prices for one
share of Acquiror Common Stock as reported on the exchange on which Acquiror
Common Stock is traded for the five consecutive Trading Days (as defined below)
at a price per share equal to or greater than $2.10 per share (as adjusted for
any stock splits, stock dividends, recapitalizations or the like with respect
to such shares), all remaining amounts of the Principal Sum, interest and other
fees, costs and charges, if any, relating to the Note shall, simultaneously
with the automatic conversion provided in paragraph (ii) of Section 3
of the Note (titled “Conversion”), as amended by Section 2 of the Allonge,
be automatically converted into a number of fully paid, validly issued and
non-assessable shares of Acquiror Common Stock determined by application of a
conversion price per share equal to the Conversion Price.


 


5

















 


The provisions in the
Allonge regarding limitations on transfer of shares of Acquiror Common Stock
acquired upon conversion of the Note shall likewise apply to all shares of
Acquiror Common Stock acquired upon any conversion pursuant to this Addendum.


 


This Addendum is intended to
be and shall remain attached to, and shall constitute an integral part of, the
Allonge and the Note from and after the date hereof.  Except as modified hereby, all of the terms
and provisions of the Note and the Allonge are hereby ratified and confirmed
and, as supplemented by this Addendum, shall continue in full force and effect.


 


6

















 


Intending to be legally
bound hereby, each of the undersigned have duly executed this Addendum to
Allonge as of the      day of
                  ,
2008.


 


 


	
   

  	
  VGX PHARMACEUTICALS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  J. Joseph Kim, Ph.D.

  
	
   

  	
   

  	
  President and Chief
  Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HOLDER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


 


ALLONGE


 


	
  Note:

  	
   

  	
  Convertible
  Subordinated Promissory Note dated [ORIGINAL DATE OF NOTE] (the “Note”)

  
	
   

  	
   

  	
   

  
	
  Borrower:

  	
   

  	
  VGX
  Pharmaceuticals, Inc. (the “Borrower”)

  
	
   

  	
   

  	
   

  
	
  Holder:

  	
   

  	
  [NAME OF HOLDER] (the “Holder”)

  
	
   

  	
   

  	
   

  
	
  Principal
  Sum:

  	
   

  	
  $[PRINCIPAL]

  
	
   

  	
   

  	
   

  
	
  Coupon Rate:

  	
   

  	
  5%

  



 


THIS ALLONGE TO CONVERTIBLE SUBORDINATED PROMISSORY
NOTE (this “Allonge”) is
made as of November       , 2008, between the Borrower and the
Holder.  Capitalized terms used but not
defined herein shall have the meanings ascribed to them in the Note.


 


WHEREAS, [ORIGINAL DATE OF NOTE], the Borrower issued the Note to the Holder
in an aggregate principal amount equal to the Principal Sum (as defined in the
Note), all which remains outstanding as of the date hereof;


 


WHEREAS, on  [FIRST ALLONGE DATE], the Borrower and the Holder entered into an
Allonge (“Allonge No. 1”), pursuant to which certain provisions of the
Note were amended; and


 


7

















 


WHEREAS, the Borrower and the Holder now wish to amend further certain
provisions of the Note, as set forth herein.


 


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


 


1.             The
first sentence of Section 2 of the Note (titled “Maturity”) is hereby
amended and restated in its entirety to read as follows:  “Unless this Note has been converted pursuant
to Section 3 or repaid pursuant to Section 7 below, the entire unpaid balance of the Principal
Sum outstanding, together with all accrued, but unpaid, interest and all other
fees, costs and charges, if any, shall be due and payable on July 10, 2010
(the “Maturity Date”).


 


2.             Section 3
of the Note (titled “Conversion”) is hereby amended by deleting the additional
paragraphs thereto that were added pursuant to Section 1 of Allonge No. 1
and by adding the following additional paragraphs to such Section 3:


 


“Notwithstanding
any provision to the contrary contained herein, if the Merger (as defined
below) is consummated, at any time from and after such consummation until the
Maturity Date or the repayment by the Borrower of the Principal Sum (such
period of time, the “Conversion Period”), the entire Principal Sum, shall be converted into shares of
Acquiror Common Stock as follows:


 


(i)            At the option of the Holder, all of
the Principal Sum outstanding hereunder shall be converted into that number of fully paid, validly issued
and non-assessable shares of Acquiror Common Stock (as defined below) as
determined by the application of a conversion price equal to $1.05 per share
(as adjusted for any stock splits, stock dividends, recapitalizations or the like
with respect to such shares) (the “Conversion Price”).  Such option shall be exercisable by
the Holder by providing written notice of conversion to the Company at any time
prior to the expiration of the Conversion Period.


 


(ii)           In the event that, at any time during
the Conversion Period, the average of the closing sales prices for one share of
Acquiror Common Stock as reported on the exchange on which Acquiror Common
Stock is traded for the five consecutive Trading Days (as defined below) at a
price per share equal to or greater than $2.10 per share (as adjusted for any
stock splits, stock dividends, recapitalizations or the like with respect to
such shares), this Note shall be converted into that number of fully paid,
validly issued and non-assessable shares of Acquiror Common Stock at a
conversion price per share equal to the Conversion Price.


 


No fractional
shares of Acquiror Common Stock shall be issued upon the conversion of this
Note.  With respect to any fraction of a
share of Acquiror Common 


 


8

















 


Stock called for upon the
conversion of this Note, a cash amount equal to such fraction shall be paid to
the Holder.


 


With respect to
any shares of Acquiror Common Stock issued in a conversion pursuant to clauses (i) or
(ii) above at any time from the date of the occurrence of the Merger
through the date that is 180 days after the such date, the Holder shall not (A) sell,
assign, exchange, transfer, pledge, hypothecate, distribute or otherwise
dispose of (other than by operation of law where the transferee remains subject
to and bound by the provisions of this paragraph) any such shares of Acquiror
Common Stock or any interest (including, without limitation, an option to buy
or sell) in any such shares, in whole or in part, and no such attempted
transfer shall be treated as effective for any purpose, or (B) engage in
any transaction with respect to such shares or any interest therein, the intent
or effect of which is the effective economic disposition of such shares
(including, but not limited to, engaging in put, call, short-sale, straddle or
similar market transactions), for a period of time commencing on the date of
conversion through the date that is 180 days after the occurrence of the
Merger, provided, however, that such restrictions in the foregoing clauses (A) and
(B) shall lapse as to 50% of such shares 90 days after the date of the
occurrence of the Merger.  The Holder
agrees, promptly after the Company’s or the Acquiror’s request, to enter into a
written agreement to memorialize in further detail the restrictions contained
in this paragraph.


 


For purposes of
this Note, the “Merger” shall mean the merger transaction involving the
Borrower and Inovio Biomedical Corporation (the “Acquiror”), pursuant to an Agreement
and Plan of Merger dated as of July 7, 2008 by and among the Borrower, the
Acquiror and the other parties listed therein, as the same may be amended
and/or restated from time to time; “Acquiror Common Stock” shall mean the
common stock of the Acquiror; and “Trading Day” shall mean a day on which
trades occur on the exchange on which Acquiror Common Stock is traded and for
which a last sale price is reported for Acquiror Common Stock.”


 


3.             Effective
as of the time of the Merger, the conversion provisions set forth in Section 3
of the Note shall be deleted in their entirety. 
For the avoidance of doubt, the conversion provisions added to such Section 3
pursuant to this Allonge shall remain in full force and effect in the event of
such deletion.


 


4.             Effective at the time of the
Merger, the delivery dates for the financial statements contained in Section 6
of the Note (titled “Financial Reports”) are hereby modified so as to provide
that such financial statements shall be deliverable by the Company promptly
after they are required to be filed with the Securities and Exchange Commission
(and not before such date), notwithstanding anything to the contrary contained
in such Section 6.


 


5.             Effective as of the effective time
of the Merger, Section 9 of the Note (“Co-Sale Rights”) shall be deleted
in its entirety.


 


9

















 


This Allonge is intended to be and shall remain
attached to, and shall constitute an integral part of, the Note from and after
the date hereof.  Except as modified
hereby, all of the terms and provisions of the Note are hereby ratified and
confirmed and, as amended by this Allonge, shall continue in full force and
effect.


 


10














 


Intending to be legally bound hereby, each of the
undersigned have duly executed this Allonge as of the         
day of                               ,
2008.


 


 


	
   

  	
  VGX PHARMACEUTICALS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  J. Joseph Kim, Ph.D.

  
	
   

  	
   

  	
  President and Chief
  Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HOLDER

  
	
   

  	
   

  
	
   

  	
   

  



 


11

















 


ALLONGE


 


	
  Note:

  	
   

  	
  Convertible
  Subordinated Promissory Note dated
  [ORIGINAL DATE OF NOTE] (the “Note”)

  
	
   

  	
   

  	
   

  
	
  Borrower:

  	
   

  	
  VGX
  Pharmaceuticals, Inc. (the “Borrower”)

  
	
   

  	
   

  	
   

  
	
  Holder:

  	
   

  	
  [NAME OF HOLDER] (the
  “Holder”)

  
	
   

  	
   

  	
   

  
	
  Principal

  	
   

  	
   

  
	
  Sum:

  	
   

  	
  $[PRINCIPAL]

  



 


THIS ALLONGE TO CONVERTIBLE SUBORDINATED PROMISSORY
NOTE (this “Allonge”) is made as of October       ,
2008, between the Borrower and the Holder. 
Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Note.


 


WHEREAS, on [ORIGINAL DATE OF NOTE] the Borrower issued the Note
to the Holder in an aggregate principal
amount equal to the Principal Sum (as defined in the Note), all which remains
outstanding as of the date hereof;


 


WHEREAS, on [FIRST ALLONGE DATE], the Borrower and the
Holder entered into an Allonge (“Allonge No. 1”), pursuant to which
certain provisions of the Note were amended; and


 


WHEREAS, the Borrower and the
Holder now wish to amend further certain provisions of the Note, as set forth
herein.


 


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


 


1.             The
first sentence of Section 2 of the Note (titled “Maturity”) is hereby
amended and restated in its entirety to read as follows:  “Unless this Note has been converted pursuant
to Section 3 or repaid pursuant to Section 7 below, the entire unpaid
balance of the Principal Sum outstanding, together with all accrued, but
unpaid, interest and all other fees, costs and charges, if any, shall be due
and payable on October 24, 2010 (the “Maturity Date”).


 


2.             Section 3
of the Note (titled “Conversion”) is hereby amended by deleting the additional
paragraphs thereto that were added pursuant to Section 1 of Allonge No. 1
and by adding the following additional paragraphs to such Section 3:


 


“Notwithstanding
any provision to the contrary contained herein, if the Merger (as defined
below) is consummated, at any time from and after such consummation until the
Maturity Date or the repayment by the Borrower of the Principal Sum, together
with all accrued but unpaid interest thereon and all other fees, costs and
charges, if any (such 


 


12

















 


period of time, the “Conversion
Period”), the entire Principal Sum, together with all accrued but unpaid
interest thereon and all other fees, costs and charges, if any, shall be
converted into shares of Acquiror Common Stock as follows:


 


(i)            At the option of the Holder, all of
the Principal Sum outstanding hereunder, together with all accrued but unpaid
interest thereon and all other fees, costs and charges, if any, shall be
converted into that number of fully paid, validly issued and non-assessable
shares of Acquiror Common Stock (as defined below) as determined by the
application of a conversion price equal to $1.05 per share (as adjusted for any
stock splits, stock dividends, recapitalizations or the like with respect to
such shares) (the “Conversion Price”).  Such option shall be exercisable by
the Holder by providing written notice of conversion to the Company at any time
prior to the expiration of the Conversion Period.


 


(ii)           In the event that, at any time during
the Conversion Period, the average of the closing sales prices for one share of
Acquiror Common Stock as reported on the exchange on which Acquiror Common
Stock is traded for the five consecutive Trading Days (as defined below) at a
price per share equal to or greater than $2.10 per share (as adjusted for any
stock splits, stock dividends, recapitalizations or the like with respect to
such shares), this Note shall be converted into that number of fully paid,
validly issued and non-assessable shares of Acquiror Common Stock at a
conversion price per share equal to the Conversion Price.


 


No fractional
shares of Acquiror Common Stock shall be issued upon the conversion of this
Note.  With respect to any fraction of a
share of Acquiror Common Stock called for upon the conversion of this Note, a
cash amount equal to such fraction shall be paid to the Holder.


 


With respect to
any shares of Acquiror Common Stock issued in a conversion pursuant to clauses (i) or
(ii) above at any time from the date of the occurrence of the Merger
through the date that is 180 days after the such date, the Holder shall not (A) sell,
assign, exchange, transfer, pledge, hypothecate, distribute or otherwise
dispose of (other than by operation of law where the transferee remains subject
to and bound by the provisions of this paragraph) any such shares of Acquiror
Common Stock or any interest (including, without limitation, an option to buy or
sell) in any such shares, in whole or in part, and no such attempted transfer
shall be treated as effective for any purpose, or (B) engage in any
transaction with respect to such shares or any interest therein, the intent or
effect of which is the effective economic disposition of such shares
(including, but not limited to, engaging in put, call, short-sale, straddle or
similar market transactions), for a period of time commencing on the date of
conversion through the date that is 180 days after the occurrence of the
Merger, provided, however, that such restrictions in the foregoing clauses (A) and
(B) shall lapse as to 50% of such shares 90 days after the date of the
occurrence of the Merger.  The Holder
agrees, promptly after the Company’s or the Acquiror’s request, to enter into a
written agreement to memorialize in further detail the restrictions contained
in this paragraph.


 


13

















 


For purposes of
this Note, the “Merger” shall mean the merger transaction involving the
Borrower and Inovio Biomedical Corporation (the “Acquiror”), pursuant to an
Agreement and Plan of Merger dated as of July 7, 2008 by and among the
Borrower, the Acquiror and the other parties listed therein, as the same may be
amended and/or restated from time to time; “Acquiror Common Stock” shall mean
the common stock of the Acquiror; and “Trading Day” shall mean a day on which
trades occur on the exchange on which Acquiror Common Stock is traded and for
which a last sale price is reported for Acquiror Common Stock.”


 


3.             Effective as of the time of the Merger, the conversion provisions set forth in Section 3
of the Note shall be deleted in their entirety. 
For the avoidance of doubt, the conversion provisions added to such Section 3
pursuant to this Allonge shall remain in full force and effect in the event of
such deletion.


 


4.             Effective at the time of the
Merger, the delivery dates for the financial statements contained in Section 6
of the Note (titled “Financial Reports”) are hereby modified so as to provide
that such financial statements shall be deliverable by the Company promptly
after they are required to be filed with the Securities and Exchange Commission
(and not before such date), notwithstanding anything to the contrary contained
in such Section 6.


 


This Allonge is intended to be and shall remain
attached to, and shall constitute an integral part of, the Note from and after
the date hereof.  Except as modified
hereby, all of the terms and provisions of the Note are hereby ratified and confirmed
and, as amended by this Allonge, shall continue in full force and effect.


 


14

















 


Intending to be legally bound hereby, each of the
undersigned have duly executed this Allonge as of the         
day of                               ,
2008.


 


 


	
   

  	
  VGX PHARMACEUTICALS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  J. Joseph Kim, Ph.D.

  
	
   

  	
   

  	
  President and Chief
  Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HOLDER

  
	
   

  	
   

  
	
   

  	
   

  



 


15