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  Exhibit 10.22    
    


 EMPLOYMENT AGREEMENT  


        This Employment Agreement (the "Agreement") is made this 5th day of December, 2008, by and between Inovio
Biomedical Corporation, a Delaware corporation (the "ParentCo"), Genetronics, Inc., a California corporation ("Genetronics") (ParentCo and Genetronics, together with their respective parents,
subsidiaries and affiliates, collectively referred to as the "Company") and Michael Fons (the "Employee"), currently residing at 6043 De La Rosa Lane, Oceanside, California. The
Company or Employee are sometimes referred to herein as "party" or collectively the "parties". 


 RECITALS  


        WHEREAS, Employee was employed by the Company, and entered into that certain Employment Agreement dated August 31, 2007 with the
Company (the "Genetronics Employment Agreement") to serve as Vice President, Corporate Development of the Company, and has served continuously in that position since such appointment; 


        WHEREAS,
Company now desires to enter into a merger transaction with VGX Pharmaceuticals, Inc. pursuant to the terms of that certain Agreement and Plan of Merger by and among
ParentCo and VGX Pharmaceuticals, Inc., (the "Merger Agreement"); 


        WHEREAS,
the parties wish to provide for Employee to serve as Vice President, Corporate Development of the Company, commencing as of, and contingent upon the occurrence of, the Closing
Date, as such term is defined in the Merger Agreement, such Closing Date is referred to in this Agreement as the "Effective Date"; 



        WHEREAS,
the parties acknowledge that the closing of the merger referenced above will not trigger any severance or change of control provisions contained in the Genetronics Employment
Agreement; 


        WHEREAS,
the Company wishes to employ and the Employee has agreed to supply his service in the capacity of Vice President, Corporate Development, on the terms and conditions set out in
this Agreement, which shall supersede and replace all prior written, oral, or implied agreements, if any, between employee and the Company, including the Genetronics Employment Agreement;  provided, however, the Employee shall remain bound by any confidentiality, invention assignment, non-solicit and non-compete
agreement(s) previously executed in favor of the Company, to the extent such ancillary agreements exist. 


        NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and the continued employment of Employee by the
Company under this Agreement, the parties agree as follows: 


 Article 1.    Employment  


        1.1    Employment:    The Company hereby employs the Employee as of the Effective Date to
serve as Vice President, Corporate Development, or in such other capacity as may be mutually agreed to by the parties, and the Employee accepts such employment, upon the terms and subject to the
conditions set forth in this Agreement. 


        1.2    Duties:    The Employee shall perform such duties as are
customarily associated with his then current title or titles, consistent with the Bylaws of the Company and as required by Senior Vice President, Business Development of the Company. Said duties shall
be performed at the Company's place of business located at 11494 Sorrento Valley Road, San Diego, California, or at such place or places as the Company shall reasonably designate or as
shall be reasonably appropriate and necessary to the discharge of the Employee's duties in connection with his employment, but subject to the 


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provisions
of Section 4.3.6 of this Agreement. The Company and the Employee agree that the duties may be replaced, superseded or supplemented from time to time by the Senior Vice President,
Business Development, but subject to the provisions of Section 4.3.1.3 of this Agreement. 


        1.3    Hours:    During the term of the Employee's employment with
Company, the Employee will devote his best efforts and substantially all of his business time and attention to the performance of his duties hereunder and to the business and affairs of the Company,
except for vacation periods as set forth herein, or for such reasonable time periods to voluntarily perform charitable or civic duties by Employee. The Employee will duly, punctually and faithfully
observe the Company's general employment policies and practices, including, without limitation, any and all rules, regulations, policies and/or procedures which the Company may now or hereafter
establish governing the conduct of its business. In addition, the Employee will carry out his duties honestly, in good faith and in the best interest of the Company. 



        1.4    Change of Control:    In the event of a Change of Control (as defined below), and
except as provided in Section 4.3, the Company shall continue to engage the Employee, and the Employee shall continue to serve the Company, in the same capacity and have the same authority,
responsibilities and status as he had as of the date immediately prior to the change of control, and under the same terms and conditions as set forth in this Agreement. For the purposes of this
Agreement, a "Change of Control" shall be deemed to have occurred when: 



        1.4.1  a
majority of the directors elected at any annual or special general meeting of shareholders of the Company are not individuals nominated by the Company's then
incumbent Board of Directors ("Board"); 


        1.4.2  there
is occurrence of an event whereby any person or entity becomes the beneficial owner of shares representing 50% or more of the combined voting power of the voting
securities of the Company; or 


        1.4.3  there
is a merger or consolidation of the Company with one or more corporations as a result of which, immediately following such merger or consolidation, the
shareholders of the Company as a group, as they were immediately prior to such event, will hold less than a majority of the outstanding capital stock of the surviving corporation. 




        1.5    Previous Agreements:    The parties hereby agree, that all previous employment,
consulting or other similar agreements covering the same subject matter of this Agreement, whether written, verbal or implied between the Company and the Employee, including the Genetronics Employment
Agreement, are hereby cancelled, superseded and replaced by this Agreement, and shall be of no further force or effect. 


 Article 2.    Compensation  


        2.1    Salary:    Subject to subsection 2.2, for his services
hereunder, the Employee shall receive a salary, payable in such regular intervals as shall be determined by the Company commencing on the Effective Date of this Agreement, which shall be at the rate
of not less than U.S. $200,000 per year (the "Salary"). 


        2.2    Salary Increases:    The rate of Salary provided for in Section 2.1 shall be
reviewed by the Board not less often than annually and shall be increased from time to time and in such amount as the Board, in its sole discretion, may determine. 


        2.3    Discretionary Bonus:    Beginning in 2008, the Company will, within 120 days of
the end of the 2007 fiscal year and each subsequent fiscal year, determine the annual bonus (the "Bonus"), if any, earned by the Employee for that fiscal year, based on the Employee's achievement of
milestones agreed to by the Chief Executive Officer and/or Sr. Vice President, Business Development and the 


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Employee.
Within 60 days of the beginning of each fiscal year, the Sr. Vice President, Business Development and the Employee shall agree to the Employee's milestones and the amount of bonus,
which will be awarded to the Employee if one or more milestones are achieved. In the Company's sole discretion it may pay the Bonus in cash, shares of the Company or stock options of the Company, or
any combination thereof, and it may pay the Bonus in a lump sum or instalments, equal or otherwise, over the course of the fiscal year immediately following the year for which the bonus was earned. 


        2.4    Withholding:    All payments of Salary, Bonuses and other compensation pursuant to this
Agreement shall be subject to withholding taxes and statutory deductions as required by law. The Company shall be entitled to deduct from the Salary, Bonus and any other compensation due to the
Employee, and to remit to the required governmental authority, any amount that it may be required by law or regulation to deduct, retain and remit, and may deduct other amounts as authorized by the
Employee. 


        2.5    Stock Options:    In addition to the compensation provided for in section 2.1 of
this Agreement, the Employee shall be entitled to such stock options as may be approved by the Board of ParentCo in its sole discretion from time to time, subject to regulatory approval and subject to
the terms and conditions set out in the Inovio Biomedical Corporation 2007 Omnibus Incentive Plan, or any other stock option plans subsequently adopted by the Company applicable to the Employee's
position, including all terms and conditions regarding vesting and exercise of options upon termination or other events. 



        2.6    Payment Upon Closing of Merger Transaction:    Upon the Effective Date of the
above-referenced merger transaction with VGX Pharmaceuticals, Inc., the Employee shall receive a closing payment equal to three (3) months of the Employee's annual Salary at the
Effective Date. 


 Article 3.    Fringe Benefits  


        3.1    Participation in Plans:    The Employee shall be entitled to all additional fringe
benefits, including, but not limited to, life and health insurance programs that may be generally available to other employees of the Company. All matters of eligibility for coverage of benefits under
any plan or plans of health, hospitalization, life or other insurance provided by the Company shall be determined in accordance with the provisions of the insurance policies and/or applicable benefit
plans. The Company shall not be liable to the Employee, or his beneficiaries or successors, for any amount payable or claimed to be payable under any plan or policy of insurance, which is not paid to
any of the Company's other employees. 


        3.2    Vacation:    The Employee shall be entitled to paid vacation during each calendar year,
depending upon the length of the Employee's employment with the Company (including prior length of employment with Genetronics), in accordance with the vacation accrual schedules and applicable
vacation policies and procedures of the Company, including the maximum cap on accrual, as applied to other employees of the Company and which may be changed from time to time by the Company, but the
paid vacation shall not be less than the amount of vacation Employee was entitled to receive from the Company as of the Effective Date. 


        3.3    Business Expenses:    The parties acknowledge that the Employee may incur, from time to
time, for the benefit of the Company and in furtherance of the Company's business, various business expenses. The Company agrees that it shall either pay such reasonable expenses directly, or
reimburse the Employee for such reasonable expenses incurred by the Employee. The Employee agrees to submit to the Company original receipts of all expenses paid by Employee and such other
documentation as may be reasonably necessary to substantiate that all expenses paid or reimbursed hereunder were reasonably
related to the performance of his or her duties, pursuant to the provisions of any applicable expense reimbursement policies and procedures that the Company may implement for time to time. 


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 Article 4.    Term and Termination of Employment  


        4.1    Condition Precedent:    The obligations of the parties under this Agreement shall
commence only upon the happening of the Effective Date as defined above, and the obligations of the Company under this Agreement are subject to the fulfillment of the condition that the Employee
execute an agreement with the Company governing intellectual property in the form attached hereto as Exhibit "A". 


        4.2    Initial Term and Renewal:    The initial term of this Agreement shall be for a period
of two (2) years commencing on the Effective Date (the "Initial Term"), unless terminated earlier pursuant to the provisions of Section 4.3 of this Agreement. This Agreement shall
automatically renew for an additional one (1) year period of employment on the expiration date of the Initial Term, and on each successive anniversary date thereafter (each such date, an
"Expiration Date"), unless either party gives written notice to the other party at least ninety (90) days prior to any Expiration Date that the Agreement is not being renewed and shall
terminate on that Expiration Date. The Initial Term and each successive one year period thereafter during which Employee shall perform services pursuant to this Agreement shall be referred to herein
as the "Term." 


        4.3    Termination:    



        4.3.1    The Employee's Right to Terminate:    The Employee may terminate his obligations
under this Agreement during the Term: 



        4.3.1.1  at
any time upon providing six weeks notice in writing to the Company; or 


        4.3.1.2  upon
a material breach or default of any term of this Agreement by the Company, including any reduction in salary, if such material breach or default has not been
remedied within 15 days after
written notice of the material breach or default has been delivered by the Employee to the Company, or 



        4.3.1.3  for
"Good Reason" during the Initial Term or during any one year period immediately after a Change of Control. "Good Reason" shall mean any of the following, without
the Employee's written consent: (a) Employee ceases to report directly to the Vice President, Business Development of the Company, or (b) any other material reduction in the Employee's
duties, position, authority or responsibilities with the Company relative to the duties, position, authority or responsibilities in effect immediately prior to such reduction; provided that Company
has not cured or remedied such Good Reason within 15 days after written notice of the Good Reason from the Employee. 




        4.3.2    Company's Right to Terminate for "Cause":    The Company may immediately terminate
the Employee's employment for "Cause" under this Agreement at any time during the Term upon the occurrence of any of the following events: 



        4.3.2.1  the
Employee acting unlawfully, dishonestly, in bad faith or grossly negligent with respect to the business of the Company as determined by the Board; or 



        4.3.2.2  the
Employee committing any crime or fraud against the Company or its property or the conviction of Employee of any felony offense or crime reasonably likely to
bring discredit upon the Employee or the Company; or 


        4.3.2.3  a
material breach or default of any term of this Agreement by the Employee if such material breach or default has not been remedied within 30 days after
written notice of the material breach or default has been delivered by the Company to the Employee. 




        4.3.3    Company's Right to Terminate Without Cause:    The Company may terminate the
Employee's employment under this Agreement at any time during the Term at the discretion of 



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the
Company, without Cause, after the Employee has received two weeks prior written notice from the Company. 



        4.3.4    Other Termination:    The Employee's employment under this Agreement shall also
terminate upon the occurrence of the following: 



        4.3.4.1  the
Employee's employment under this Agreement shall automatically terminate upon the occurrence of the death of the Employee during the Term of this Agreement; or 


        4.3.4.2  notice
of termination from the Company after the Employee has become permanently disabled, or disabled for a period exceeding 180 consecutive days or 180 days
calculated on a cumulative basis over any one year period during the Term of this Agreement, such that Employee is no longer able to perform the essential functions of his job even with reasonable
accommodation pursuant to applicable law. 




        4.3.5    Compensation Due to the Employee on Termination:    In the event of the termination
of the Employee's employment under this Agreement pursuant to any provision as set forth above, the Company shall pay to the Employee on the date of termination only the amount of Salary pursuant to
subsection 2.1 of this Agreement that is earned but unpaid as of the date of termination, as well as any accrued but unused vacation pay, and any unreimbursed business expenses incurred as of
the termination date pursuant to subsection 3.3 of this Agreement, but Employee shall not be entitled to receive any other payments, compensation or benefits from the Company under this
Agreement, except as expressly set forth below: 



        4.3.5.1  if
terminated by the Employee pursuant to subsection 4.3.1.2 due to a material breach or default by the Company, or for Good Reason pursuant to
subsection 4.3.1.3, or if terminated by the Company without Cause pursuant to subsection 4.3.3, the Company shall pay to the Employee the following additional amounts: 



        (a)   a
severance payment in an amount equal to six (6) months of the Employee's annual Salary at the time of Termination pursuant to subsection 2.1 of this
Agreement, less applicable statutory deductions and withholdings, to be paid in such regular intervals over the 6 month period as shall be determined by the Company, provided that Employee
signs a standard release of all claims as presented by the Company; and 


        (b)   an
amount equal to the annual Bonus, if any, most recently paid to the Employee pursuant to subsection 2.3 of this Agreement, multiplied by the fraction of which
the number of days between the fiscal year end of the Company related to the bonus and the date of termination is the numerator, and 365 is the denominator. 




        4.3.5.2  if
terminated pursuant to subsection 4.3.4 due to death or disability, the Company shall pay to the Employee or his estate the following amount in addition to
the Salary and vacation earned as of the date of termination and expense reimbursement as set forth above in subsection 4.3.5: 



        (a)   an
amount equal to the annual Bonus, if any, most recently paid to the Employee pursuant to subsection 2.3 of this Agreement, multiplied by the fraction of which
the number of days between the
fiscal year end of the Company related to the bonus and the date of termination is the numerator, and 365 is the denominator. 




        4.3.5.3  Health
care benefits shall continue for six months from the date of termination. The Company shall either continue Employee on the Company's healthcare plan or
otherwise secure healthcare benefits for Employee for the six month period. No other benefits shall be continued. 




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        4.3.6    Termination Due to Relocation:    Notwithstanding the termination provisions set
forth above, if the employment is terminated by Employee or Company at any time during the Term of this Agreement due to Company relocating Employee's place of employment more than 50 miles
from its current location in San Diego, California, as set forth in subsection 1.2 of this Agreement, and Employee does not consent to such relocation, then the Employee shall be
entitled to receive the severance pay and compensation that Employee would receive for a termination for "Good Reason" as provided in subsection 4.3.5.1 above. 



 Article 5.    Miscellaneous  


        5.1    Assignment Prohibited:    This Agreement is personal to the Employee hereto and
Employee may not assign or delegate any of Employee's rights or obligations hereunder. The Company may not assign this Agreement without the written consent of the Employee except in connection with a
merger or consolidation of the Company (in which case the merged or consolidated entity shall remain fully liable for its obligations as the Company under this Agreement as specified above). 


        5.2    Paragraph Headings:    The paragraph headings used in this Agreement are included
solely for convenience and shall not affect of be used in connection with the interpretation of this Agreement. 


        5.3    Legal Expenses of Enforcement:    If either party commences a legal action or other
proceeding for enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, the prevailing party
shall be entitled to reasonable attorney's fees and other costs incurred in connection with the action or proceeding, in addition to any other relief to which it may be entitled. 


        5.4    Independent Legal Advice:    Employee acknowledges and
understands that this Agreement was drafted and prepared for the Company with the assistance of legal counsel and that such legal counsel has not been engaged to protect the rights and interests of
Employee to this Agreement. Employee further acknowledges and agrees that the Company has given Employee an adequate opportunity to seek, and Company has recommended that Employee seek and obtain,
independent legal advice with respect to the subject matter of this Agreement and for the purpose of ensuring that Employee's rights and interests are protected. Employee represents and warrants to
the Company that Employee has sought independent legal advice, or has consciously chosen not to do so with full knowledge of the risks associated with not obtaining such independent legal advice. 


        5.5    Severability:    If any provision of this Agreement is declared invalid by any court or
tribunal, then such provision shall be deemed automatically modified to conform to the requirements for validity as declared at such time, and as so modified, shall be deemed a provision of this
Agreement as though originally included herein. In the event that the provision invalidated is of such a nature that it cannot be so modified, the provision shall be deemed deleted from this Agreement
as though the provision had never been included herein. In either case, the remaining provisions of this Agreement shall remain in effect. 


        5.6    Choice of Law:    This Agreement shall be governed by and construed in accordance with
the laws of the State of California, as applied to agreements executed and performed entirely in California by California residents without regard to California's choice of law rule. 


        5.7    Entire Agreement:    This Agreement constitutes the entire, final and complete and
exclusive agreement between the parties regarding the subject matter hereof and supersedes all previous agreements or representations, whether written, oral or implied, with respect to employment by
the Company provided, however, the Employee shall remain bound by any confidentiality, invention assignment, non-solicit and
non-compete agreement(s) previously executed in favor of the Company, to the extent such ancillary agreements exist. There are no terms, promises, representations, agreements, 


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or
understandings between the parties relating to the subject matter of this Agreement, which are not fully expressed herein. 


        5.8    Change, Modification, Waiver:    No change or modification of this Agreement shall be
valid unless it is in writing and signed by each of the parties hereto. No waiver of any provision of this Agreement shall be valid unless it is in writing and signed by the party against whom the
waiver is sought to be enforced. The failure of a party of insist upon strict performance of any provision of this Agreement in any one or more instances shall not be construed as a waiver or
relinquishment of the right to insist upon strict compliance with such provision in the future. 


        5.9    Notices:    All notices required or permitted hereunder shall be in writing and shall
be delivered to the other party in person or sent by overnight currier with confirmation of delivery, or by regular mail, postage prepaid, at the address first written above or at such other address
as provided in writing or currently on record at the Company at the time notice is sent. 


        5.10    Binding Effect:    This Agreement shall be binding upon, and inure to the benefit of,
the parties, their heirs, successors and assigns. 


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



			
	INOVIO BIOMEDICAL CORPORATION	 	 
	
 Per:	
 	

 
	






  Authorized Signatory	
 	

 
	
 GENETRONICS, INC.	
 	

 
	
 Per:	
 	

 
	






  Authorized Signatory	
 	

 
	






  Michael P. Fons	
 	

 




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Exhibit 10.22