Exhibit
10.1






LICENSE AGREEMENT





by and between



INOVIO BIOMEDICAL CORPORATION





and



INOVIO ASIA PTE LTD.









September 15, 2006















 


LICENSE AGREEMENT


This License Agreement
(the “Agreement”) is entered into this 15th day of September 2006 (the “Effective
Date”), by and between Inovio Biomedical Corporation, a corporation
organized and existing under the laws of the State of California, U.S.A., and
having a principal place of business at 11494 Sorrento Valley Road, San Diego,
California, U.S.A. 92121 (“Inovio” or “Licensor”), and Inovio
Asia Pte Ltd. , a corporation incorporated and existing under the laws of the
Republic of Singapore and having a principal place of business at c/o Rajah
& Tann, 4 Battery Road #26-01 Bank of China Building, Singapore, 049908 (“IAPL”
or “Licensee”).  Inovio and IAPL
may each be referred to herein individually as a “Party” and collectively as
the “Parties.”


WHEREAS, Inovio is engaged in the development and
commercialization of human applications of electroporation and possesses rights
to certain intellectual property with respect thereto;


WHEREAS, pursuant to a Securities Purchase and
Exchange Agreement dated as of the date hereof among IAPL, Inovio, and the
other investors named therein (the “Purchase Agreement”), IAPL and
Inovio are required to deliver a duly executed agreement providing for an
exclusive royalty-free license to certain rights in and to Inovio’s
intellectual property from Inovio to IAPL as a condition to closing of the
transactions contemplated therein;


WHEREAS, IAPL desires to issue, and Inovio desires to
receive certain ordinary shares of IAPL as consideration for the license of
such rights;


NOW THEREFORE, in consideration of the mutual promises
and covenants set forth below and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Parties hereby
agree as follows:


1.             DEFINITIONS.


Capitalized Terms not otherwise defined herein shall
have the following meanings:


1.1.               Additional Agent.  “Additional Agent” shall mean one additional
chemotherapeutic agent, other than Bleomycin®, that is used in the treatment of
human cancer, the selection of such Additional Agent to be agreed on by the
Parties after the Effective Date.


1.2.               Third Party License.  “Additional Third Party License” shall have
the meaning set forth in Section 8.6.2 hereof.


1.3.               Affiliate(s).  “Affiliate(s)” shall mean, as of any point in
time and for so long as such relationship continues to exist with respect to
any Person, any other Person which controls, is controlled by or is under
common control with such Person.  A
Person shall be regarded as in control of another Person if it owns or controls
at least fifty percent (50%) of the equity securities of the subject Person
entitled to vote in the election of directors (or, in









 



the case of a Person that is not a corporation, for the election of the
corresponding managing authority).


1.4.               Applicator. 
“Applicator” shall mean an existing Inovio intratumoral six needle
electroporation product designed for use solely with the Generator, which
product is intended to be disposed of after one administration to a patient of
a Licensed Product, or after a defined number of such administrations of a
Licensed Product.


1.5.               Change of Control.  “Change of Control” shall mean a transaction
in which IAPL: (a) sells, conveys or otherwise disposes of all or substantially
all of its property or business; or (b)(i) merges or consolidates with any
other entity; or (ii) effects any other transaction or series of transactions;
in each case of clause (i) or (ii), such that the stockholders of IAPL
immediately prior thereto, in the aggregate, no longer own, directly or
indirectly, beneficially or legally, at least fifty percent (50%) of the
outstanding voting securities or capital stock of the surviving entity
following the closing of such merger, consolidation, other transaction or
series of transactions.


1.6.               Commercialize.  “Commercialize” or “Commercializing” shall
mean to use, import, export, market, Promote, distribute, offer for sale, sell,
have sold or otherwise commercialize or prepare to commercialize.  When used as a noun, “Commercialization”
shall mean any and all activities involved in Commercializing.


1.7.               Confidential Information.  “Confidential Information” means, with
respect to a Party, all information (and all tangible and intangible
embodiments thereof), which is Controlled by such Party, including, without
limitation, (i) scientific or medical information, material, results and data
of any type whatsoever, in any tangible or intangible form whatsoever,
including databases, inventions, practices, methods, techniques,
specifications, formulations, formulae, cell lines, cell media, knowledge,
know-how, skill, experience, manufacturing materials, financial data, test data
including pharmacological, biological, chemical, biochemical, toxicological and
clinical test data, analytical and quality control data, quality assurance
data, stability data, and studies and procedures, (ii) all regulatory filings
and communications or any kind, and patent and other legal information or
descriptions and (iii) commercial information of any kind, including product
forecasts and sales information, sales force information, marketing studies and
marketing materials, comparative analysis of competing products, physician
education materials, customer and distribution channel information, and any
information regarding post-approval trials, adverse event reports, or other
product information.  Notwithstanding the
foregoing, Confidential Information of a Party which is disclosed by such Party
to the other Party or otherwise received by the receiving Party shall not
include information which the receiving Party can establish by written
documentation (a) was publicly known prior to its disclosure to or receipt by
the receiving Party, (b) became publicly known, without breach of this
Agreement on the part of the receiving Party or an agent thereof, subsequent to
its disclosure to or receipt by the receiving Party, (c) was received by the
receiving Party at any time from a source, other than the disclosing Party,
rightfully having possession of and the right to disclose such information free
of confidentiality obligations, (d) was otherwise known by the receiving Party
free of confidentiality obligations to the disclosing Party prior to its
disclosure to or receipt by the receiving Party, or (e) was independently
developed by



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employees
or others on behalf of the receiving Party without the aid, application or use
of the information disclosed to or received by the receiving Party.


1.8.               Control or Controlled.  “Control” or “Controlled” shall mean with
respect to any material, item of information, or intellectual property right,
the possession, whether by ownership, license or otherwise, of the right to
grant a license or other right with respect thereto to the extent set forth
herein.


1.9.               Device. 
“Device” shall mean a Generator or Applicator.  “Devices” shall mean Generators or
Applicators, or both.


1.10.             EP.  “EP”
shall mean intratumoral electroporation.


1.11.             Existing EP Intellectual Property.  “Existing EP Intellectual Property” shall
mean the Existing Inovio Patent Rights and Existing Inovio Know-How.


1.12.             Existing Inovio Know-How.  “Existing Inovio Know-How” shall mean any
Inovio Know-How Controlled by Inovio or its Affiliates as of the Effective
Date.


1.13.             Existing Inovio Patent Rights.  “Existing Inovio Patent Rights” shall mean the
patents and patent applications listed on Schedule 1.16 attached hereto.


1.14.             Generator. 
“Generator” shall mean an intratumoral electroporation device the
manufacture and/or use of which in the Licensed Field would infringe the Inovio
Patent Rights or utilize the Inovio Licensed Technology, including but not
limited to pulse generation equipment.


1.15.             IAPL Improvements.  “IAPL Improvements” shall mean any invention,
development or discovery, whether or not patentable, made or created (i)
independently by employees or agents of IAPL or any of its Affiliates, or (ii)
jointly by employees or agents of IAPL and Inovio, or any of their respective
Affiliates, which relate to EP or arise out of, improve, or enhance Inovio
Licensed Technology.


1.16.             Inovio Competitor.  “Inovio Competitor” means any company (other
than Inovio or IAPL) that is either (i) significantly engaged in the
development, Manufacturing, Commercialization, and/or marketing of EP
applicators and/or generators or (ii) is a Sublicensee of Inovio or an
Affiliate thereof.


1.17.             Inovio Product Enhancements.  “Inovio Product Enhancements” shall mean any
Inovio Patent Rights or Inovio Know-How Controlled by Inovio or its Affiliates
during the Term that enhances or technically improves a Licensed Product.


1.18.             Inovio Know-How.  “Inovio Know-How” shall mean all EP-related
Know-How Controlled by Inovio or its Affiliates, now or at any time during the
Term, necessary for the Development, Manufacture, use, sale or importation of a
Device in a Licensed Product in a Licensed Field and in the Territory.  Inovio Know-How shall include Existing Inovio
Know-How.



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1.19.             Inovio Licensed Technology.  “Inovio Licensed Technology” shall mean
Inovio’s rights in (i) Existing EP Intellectual Property, (ii) Inovio’s interest
in Inovio Product Enhancements, (iii) IAPL Improvements, and (iv) any other
Inovio Patent Rights and Inovio Know-How required for freedom to operate in the
Field and in the Territory.


1.20.             Inovio Patent Rights.  “Inovio Patent Rights” shall mean any
EP-related Patent Rights Controlled by Inovio or its Affiliates now or at any
time during the Term, which would be infringed by the Development, Manufacture,
use, sale or importation of any Licensed Product in the Licensed Field in the
Territory.  Inovio Patent Rights shall
include Inovio Existing Patent Rights.


1.21.             Inovio Third Party Agreement.  “Inovio Third Party Agreement” shall mean any
agreement between Inovio and any Third Party that involves a license by such
Third Party to Inovio that comprises Inovio Licensed Technology.


1.22.             Know-How. 
“Know-How” shall mean any confidential unpatented or unpatentable
technology, compound, cell line or other biological material, probe, sequence,
technical information, method, or other confidential information or material,
in all cases to the extent, but only to the extent, not in the public domain
and necessary for the Commercialization of the Licensed Product in the Field.


1.23.             Licensed Field.  “Licensed Field” shall mean the ablation
treatment of all human solid tumors by means of EP, using either Bleomycin® or
the Additional Agent.


1.24.             Licensed Product.  “Licensed Product” shall mean any product
that uses Bleomycin® or the Additional Agent with the Device to treat patients
in the Licensed Field.


1.25.             Manufacture.  “Manufacture,” “Manufactured” or “Manufacturing”
means all activities involved in the production, packaging and labeling of a
Licensed Product to be Commercialized under this Agreement.


1.26.             Patent Rights.  “Patent
Rights” shall mean any and all (a) U.S. or foreign patents, (b) U.S. or foreign
patent applications, including, without limitation, all provisional
applications, substitutions, continuations, continuations-in-part, divisions,
renewals, and all patents granted thereon, (c) all U.S. or foreign
patents-of-addition, reissues, reexaminations and extensions or restorations by
existing or future extension or restoration mechanisms, including, without
limitation, patent term adjustments, patent term extensions, supplementary
protection certificates or the equivalent thereof, and (d) any other form of
government-issued right substantially similar to any of the foregoing.


1.27.             Person.  “Person”
shall mean any individual or legal entity.


1.28.             Product Data.  “Product Data” shall mean all pre-clinical
data and results, clinical protocols, studies, clinical data and results,
post-marketing data and results, manufacturing data and results, and other
information necessary or useful for obtaining Regulatory Approval of a Licensed
Product in the Licensed Field.



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1.29.             Promotion. 
“Promotion” shall mean those activities normally undertaken by a
pharmaceutical company’s sales force to implement marketing plans and
strategies aimed at encouraging the approved use of a particular Licensed
Product.  When used as a verb, “Promote”
means to engage in such activities.


1.30.             Recall. 
“Recall” shall mean, with respect to any pharmaceutical product, a “recall”
or a “product withdrawal” or a “stock recovery” or any similar term as utilized
by any Regulatory Authority under such Regulatory Authority’s procedures
regarding the recall of pharmaceutical products, as the same may be amended
from time to time, and shall include any post-sale warning or mailing of
information regarding such product, including any warnings or mailings
described in the Regulatory Authority’s product recall procedures.


1.31.             Regulatory Approval.  “Regulatory Approval” means any technical,
medical, scientific or other license, registration, authorization or approval
of any Regulatory Authority regarding the research, development, clinical
testing, commercial manufacture, distribution, marketing, pricing,
reimbursement, Promotion, offer for sale, use, import, export or sale of any
pharmaceutical product, proposed pharmaceutical product, medical device,
proposed medical device, or any combination thereof.


1.32.             Regulatory Authority.  “Regulatory Authority” shall mean, with
respect to a country in the Territory, any national, supra-national, regional,
state or local regulatory agency, department, bureau, commission, council or
other governmental entity involved in the granting of a Regulatory Approval
including Market Clearance for such country or countries.


1.33.             Sublicense. 
When used as a verb, “Sublicense” shall mean to, directly or indirectly,
sublicense, or grant any other right with respect to, or agree not to assert,
any intellectual property right granted to a Party under this Agreement.  When used as a noun, “Sublicense” shall mean
any agreement to Sublicense.


1.34.             Sublicensee.  “Sublicensee” shall mean any IAPL Sublicensee
or any Inovio Sublicensee.


1.35.             Term. 
“Term” shall mean the period of time from the Effective Date until the
expiration or earlier termination of this Agreement.


1.36.             Territory. 
“Territory” shall mean China, Hong Kong, Taiwan, Korea, Singapore,
Malaysia, Indonesia, and Thailand and such other countries as the Parties may
agree in writing from time to time.


1.37.             Third Party.  “Third Party” shall mean any Person other
than IAPL, Inovio or their respective Affiliates.


1.38.             Trademark. 
“Trademark” shall mean any trademark used by the Parties in connection
with a Licensed Product, other than the Parties’ trade names and trademarks
used by the Parties to identify their companies generally.



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1.39.             Valid Claim.  “Valid Claim” shall mean a claim of an issued
and unexpired Patent Right that has not been held permanently revoked,
unenforceable or invalid by a decision of a court or other governmental agency
of competent jurisdiction, unappealed or unappealable within the time allowed
for appeal, and that has not been admitted to be invalid or unenforceable
through reissue, disclaimer or otherwise.


2.             License Fee.  In consideration of the rights granted to
licensee hereunder and licensor’s performance of its obligations hereunder,
licensee shall issue licensor 6,584,364 ordinary shares of licensee, valued at
$2.43 per share (the “shares”).  The
parties agree that the shares shall be the sole compensation to licensor for
the rights and licenses provided by licensor hereunder.


2.1.               Representations of the Licensor.  The Licensor makes the following
representations, which may be relied upon by the Licensee in issuing the Shares
to the Licensor:


2.1.1.       Organization; Authority.  The Licensor is an entity duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
organization with full right, corporate, partnership or limited liability
company power and authority to enter into and to consummate the transactions
contemplated by this Agreement and otherwise to carry out its obligations
thereunder.


2.1.2.       Experience of Licensor.  The Licensor, either alone or together with
its representatives, has such knowledge, sophistication and experience in
business and financial matters so as to be capable of evaluating the merits and
risks of the prospective investment in the Shares, and has so evaluated the
merits and risks of such investment.  The
Licensor is able to bear the economic risk of an investment in the Shares and,
at the present time, is able to afford a complete loss of such investment.  The Licensor is an “accredited investor,” as
that term is defined in Regulation D, promulgated pursuant to the
Securities Act of 1933, as amended (the “Securities Act”).  The Licensor, by reason of the Licensor’s
business or financial experience or the business or financial experience of the
Licensor’s professional advisors has the capacity to protect his/her/its own
interests in connection with the acceptance of shares of the Licensee’s common
stock as consideration hereunder.


2.1.3.       Investment Intent.  The Licensor understands that the Shares are “restricted
securities” and have not been registered under the Securities Act, the
Securities and Futures Act or any applicable state securities law.  The Licensor is acquiring the Shares as
principal for its own account for investment purposes only and not with a view
to or for distributing or reselling such Shares or any part thereof, has no
present intention of distributing any of such Shares and has no arrangement or
understanding with any other persons regarding the distribution of such
Shares.  The Licensor is acquiring the
Shares hereunder in the ordinary course of its business. The Licensor does not
have any agreement or understanding, directly or indirectly, with any person to
distribute any of the Shares.


2.1.4.       No Registration, Review or Approval.  The Licensor acknowledges and understands
that the offering and issuance of the Shares to the Licensor has not been
reviewed or approved by the Securities and Exchange Commission or by any state
or other international



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securities commission, authority or agency,
and is not registered under the Securities Act, the Securities and Futures Act,
or under the securities or “blue sky” laws, rules or regulations of any
state.  The Licensor acknowledges,
understands and agrees that the Securities are being issued pursuant to an
offering exemption to the registration provisions of the Securities and Futures
Act.  The Licensor understands that IAPL
is relying upon the truth and accuracy of the representations, warranties,
agreements, acknowledgments and understandings set forth herein in order to
determine the applicability of such exemptions and the suitability of the
Licensor to acquire the Securities.


2.1.5.       No General Solicitation or Directed Selling
Efforts.  The Licensor is not
acquiring the Shares as a result of any advertisement, article, notice or other
communication regarding the Shares published in any newspaper, magazine or
similar media or broadcast over television or radio or presented at any seminar
or any other general solicitation or general advertisement.  The Licensor has not paid and is not
obligated to pay any promotional expense in connection with the purchase and/or
acquisition of any Shares other than those incurred for administrative or
professional services.


2.1.6.       Restrictions on Resale; Legends.  The Licensor acknowledges that the transfer,
resale or other disposition of the Shares is subject to the certain
restrictions and that the certificates evidencing the Shares, if any, may bear
a restrictive legend in substantially the same form as below:


 “THESE SECURITIES HAVE NOT BEEN
REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, NOR REGISTERED UNDER THE SECURITIES AND FUTURES ACT (CHAPTER 289)
OF SINGAPORE AND MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF WITHIN SINGAPORE OR TO A U.S.
PERSON (AS THAT TERM IS DEFINED IN REGULATION S PROMULGATED UNDER THE
SECURITIES ACT) UNLESS OFFERED, SOLD OR TRANSFERRED UNDER AN AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. IN THE ABSENCE OF
AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT, THE
SECURITIES AND FUTURES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, UNLESS AN
EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.”


3.             LICENSE GRANTS.


3.1.               Licenses to IAPL.


3.1.1.       Exclusive License from Inovio to IAPL. 
Subject to the terms and conditions of this Agreement, Inovio hereby
grants to IAPL an exclusive, royalty-free license, with the right to grant
Sublicenses solely pursuant to the terms of Section 3.1.3, under the Inovio
Licensed Technology to Manufacture and Commercialize Licensed Products in the
Licensed Field in the Territory.



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3.1.2.       Trademark License from Inovio to IAPL.  Upon IAPL’s written request at any time
during the Term and subject to the terms and conditions of this Agreement,
Inovio shall grant to IAPL a non-exclusive, fully paid-up, royalty-free,
non-transferable Trademark license, with the right to grant sublicenses, to use
Inovio’s Trademarks and/or trade names in connection with Inovio Licensed
Technology solely to Manufacture and Commercialize Licensed Products in the
Licensed Field in the Territory. Termination


3.1.3.       IAPL Sublicenses to Third Parties.  Subject to the terms and conditions of this
Agreement, IAPL may, upon prior written consent from Inovio, Sublicense any
rights licensed or otherwise granted to IAPL under this Agreement to (i) IAPL’s Affiliates;
(ii) IAPL’s distributors of Licensed Products pursuant to bona fide arm’s length
distribution agreements; and (iii) any Third Party other than a Inovio
Competitor or Sublicensee, in each case that enters into a bona fide license
agreement with IAPL to Manufacture or Commercialize Licensed Products in the Licensed
Field in the Territory.  Any Sublicense
by IAPL
shall be subject to the provisions of this Agreement and may, at Inovio’ sole
discretion, survive termination of the licenses or other rights granted to IAPL under this
Agreement in accordance with Section 9.2.4 hereof; provided, further, that IAPL shall remain
legally liable to Inovio for the performance by each such Sublicensee of its
obligations thereunder.


2.1.4        IAPL Sublicenses from Third Parties.  In the event that any of the rights licensed or
otherwise granted by Inovio to IAPL under this Agreement comprise rights also
licensed or otherwise granted by Inovio to a Third Party, then neither IAPL nor
any IAPL Affiliate shall enter into any arrangement with that Third Party
whereby the Third Party would sublicense such rights to IAPL or an IAPL Affiliate
on terms any different from those contained herein.


3.2.               Product Enhancements.


3.2.1.       License for Product Enhancements to IAPL.  Subject to the terms and conditions of this
Agreement, Inovio hereby grants to IAPL an exclusive, fully paid-up, royalty-free
license, with the right to grant Sublicenses solely pursuant to the terms of
Section 3.1.3, to Inovio Product Enhancements under the Inovio Licensed
Technology solely to Manufacture and Commercialize Licensed Products in the
Licensed Field in the Territory.


3.2.2.       License for IAPL Improvements.  Subject to the terms and conditions of this
Agreement, Inovio grants to IAPL an exclusive, fully paid-up, royalty-free
license, with the right to grant Sublicenses solely pursuant to the terms of
Section 3.1.3, under Inovio’s rights in the IAPL Improvements solely to
Manufacture and Commercialize Licensed Products in the Licensed Field in the
Territory.


3.3.               No
Other Rights.  No rights,
other than those expressly set forth in this Agreement, are granted to either Party
hereunder, and no additional rights shall be deemed granted to either Party by
implication, estoppel or otherwise.


4.             product MANUFACTURE and commercialization.


4.1.             General.  Except as set forth in Section 4.3
(Regulatory Responsibilities), IAPL shall be responsible for Manufacturing and
Commercializing Devices for use in Licensed Products in the Licensed Field in
the Territory during the Term.



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4.2.             Diligence.  IAPL shall promptly and diligently
use its best efforts to Manufacture and Commercialize Devices for use in
Licensed Products in the Licensed Field in the Territory during the Term.


4.3.             Regulatory
Responsibilities.  Inovio
shall be responsible for (i) regulatory filings and applications for any form
of Regulatory Approval in the Territory and (ii) reports to and communications
with any Regulatory Authority regarding any regulatory filing or any Regulatory
Approval related to any Licensed Product prior to submission, during
registration/review by a Regulatory Authority, or post-approval in the Territory
in the Licensed Field; provided, however, that Inovio may seek IAPL’s
assistance with any of the foregoing, in which case IAPL shall make such
filings and applications, carry out such communications, and do such other
things as Inovio may request, in each case in Inovio’s name, as Inovio’s agent
and at Inovio’s expense.   The Parties
expressly agree that under no circumstances shall IAPL make any regulatory
filing, seek any Regulatory Approval, or otherwise communicate with or submit
information to any Regulatory Authority regarding any regulatory filing or
Regulatory Approval, in connection with any Device or Licensed Product without
the prior review and written approval of Inovio.


4.3.1.       Product Recalls.  Inovio shall be solely responsible for all
contact with Regulatory Authorities relating to any Recall of any Licensed
Product.  Inovio shall be solely
responsible for implementing, directing and administering any Recall of any
such Licensed Product required or recommended by any Regulatory Authority or
court of competent jurisdiction, or determined by Inovio, in its sole
discretion, to be necessary or advisable. 
IAPL shall cooperate fully with IAPL in connection with the same.


4.3.2.       Inspections.  The Parties shall cooperate in good faith
with respect to the conduct of any inspections by any Regulatory Authority of a
Party’s site and facilities related to Devices or Licensed Products.


4.4.               Commercialization Responsibilities.


4.4.1.       General.  IAPL shall
have responsibility and control over all matters relating to the
Commercialization of Devices for use in Licensed Products in the Licensed Field
in the Territory.  Without limiting the
generality of the foregoing, IAPL shall
with Inovio’s review and formal prior written approval:


(i)         be the exclusive distributor for Devices used in Licensed Products in the
Licensed Field in the Territory for its own account and risk;


(ii)        be responsible for
invoicing and booking sales for, warehousing, and distributing all Devices used
in Licensed Products in the Licensed Field in the Territory and shall perform
related distribution activities; and


(iii)       have the right and responsibility for establishing and modifying the terms
and conditions with respect to the sale of Devices used in Licensed Products
(including any Device sold as a part of a Licensed Product) in the Territory in
the Licensed Field, including any terms and conditions relating to or affecting
the price at which Devices used in Licensed Products will be sold; discounts
available to managed care providers; any discount attributable to payments



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on receivables; any conditions of
local reimbursement; distribution of Devices used in Licensed Products; and
credits, price adjustments, other discounts, and allowances to be granted or
refused.


4.4.2.       Regulatory Compliance.  In fulfilling its responsibilities hereunder,
IAPL shall comply in all respects with all relevant regulations and statutes of
each jurisdiction in the Territory relating to the Commercialization of
therapeutic products for human use.


5.             manufacturing and supply.


5.1.               General.  IAPL shall be responsible for the Manufacture
and supply of the quantities of each Device needed for Commercialization of
Licensed Products in the Licensed Field in the Territory with the review and
formal prior written approval of Inovio.


5.2.               Regulatory
Compliance.  In fulfilling its
responsibilities hereunder, IAPL shall comply in all respects with
internationally accepted current Good Manufacturing Practices and all relevant
regulations and statutes of each jurisdiction in the Territory relating to the
Manufacture of therapeutic products for human use.


6.             MUTUAL COVENANTS.


6.1.               Confidentiality.


6.1.1.       Confidentiality.  During the term of this Agreement and for a
period of three years following the expiration or earlier termination thereof,
each Party shall maintain in confidence the Confidential Information of the
other Party, and shall not disclose, use or grant to a Third Party the right to
use any of the Confidential Information of the other Party except on a need-to-know
basis to such Party’s directors, officers and employees, and to such Party’s
consultants working on such Party’s premises, to the extent such disclosure is
reasonably necessary in connection with such Party’s activities as expressly
authorized by this Agreement.  To the
extent that disclosure to any person is authorized by this Agreement, prior to
disclosure, a Party shall obtain written agreement of such person to hold in
confidence and not disclose, use or grant the use of the Confidential
Information of the other Party except as expressly permitted under this
Agreement.  Each Party shall notify the
other Party promptly upon discovery of any unauthorized use or disclosure of
the other Party’s Confidential Information.


6.1.2.       Terms of Agreement.  IAPL shall not disclose any terms or
conditions of this Agreement to any Third Party without the prior written
consent of Inovio.


6.1.3.       Permitted Disclosures.  The confidentiality obligations under this
Section 6 shall not apply (a) to the extent that IAPL is required to
disclose information by applicable law, regulation or order of a governmental
agency or a court of competent jurisdiction, or (b) to the extent necessary or
desirable to allow IAPL (where possible, with adequate safeguards for
confidentiality) to defend against litigation or to file and prosecute patent
applications; provided, however, in either such case that IAPL shall provide
written notice thereof to Inovio, consult with Inovio with respect to such
disclosure and provide Inovio sufficient opportunity to object to any such
disclosure or to request that IAPL seek confidential treatment thereof, in
which event, IAPL must obtain formal written approval from Inovio .



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6.1.4.       Announcements.  Except as may be expressly permitted under
Section 6.1.3, IAPL will make any public announcement regarding this Agreement
without the prior written approval of Inovio. 
For the sake of clarity, nothing in this Agreement shall allow IAPL to
make any scientific publication or public announcement concerning IAPL’s Commercialization
activities with respect to any Licensed Product under this Agreement or to
disclose any of Inovio’s Confidential Information in any such publication or
announcement without first obtaining Inovio’s prior written consent to do so.


6.1.5.       Publications.  During the term of this Agreement, IAPL shall
submit to the Inovio for review and approval all proposed academic, scientific,
and medical publications and public presentations relating to the Licensed
Product for review in connection with preservation of Patent Rights and/or to
determine whether Confidential Information of the other Party should be
modified or deleted, provided, however that after the approval of an academic,
scientific or medical publication and/or public presentation has been given,
then IAPL shall not have to resubmit any such information for re-approval
should it be republished or publicly disclosed in another form.  Written copies of such proposed publications
and presentations shall be submitted to Inovio no later than 60 days before
submission for publication or presentation and Inovio shall provide its
approval and/or comments with respect to such publications and presentations
within 30 days following its receipt of such written copy IAPL shall each
comply with standard academic practice regarding authorship of scientific
publications and recognition of contribution of other parties in any
publications relating to the development of the Licensed Products.


6.2.          Compliance
with Law.  In addition to its
covenants under Section 4.4.2 and 5.2 hereof, IAPL covenants and agrees to
comply with all other laws and regulations applicable to its activities
connected with the Manufacture and Commercialization (as applicable) of
Licensed Products.  Without limiting the
generality of the foregoing:


6.2.1.       Patient Information.  IAPL agrees to abide by all laws, rules,
regulations, and orders of all applicable supranational, national, federal,
state, provincial, and local governmental entities concerning the
confidentiality or protection of patient identifiable information and/or
patients’ protected health information, as defined by U.S. C.F.R. Part 160 or
personal data as defined by EU Directive 95/46/EC or any other applicable
legislation, in the course of their performance under this Agreement.


6.2.2.       Export Controls.  This Agreement is made subject to any
restrictions concerning the export of products or technical information from
the United States or other countries which may be imposed upon or related to
IAPL or Inovio from time to time.  IAPL
agrees that it shall not export, directly or indirectly, any technical
information acquired from Inovio under the Agreement or any products using such
technical information to a location or in a manner that at the time of export
requires an export license or other governmental approval, without first
obtaining Inovio’s prior written approval and the prior written consent to do
so from the appropriate agency or other governmental entity.


7.             REPRESENTATIONS AND WARRANTIES.


7.1.               Representations and Warranties of Each Party.  As of the Effective Date, each of Inovio and
IAPL hereby represents and warrants to the other Party hereto as follows:



 11














 


(a)                                  it
is a corporation or entity duly organized and validly existing under the laws
of the state or other jurisdiction of its incorporation or formation;


(b)                                 the
execution, delivery and performance of this Agreement by such Party has been
duly authorized by all requisite corporate action and does not require any
shareholder action or approval;


(c)                                  it
has the power and authority to execute and deliver this Agreement and to
perform its obligations hereunder;


(d)                                 the
execution, delivery and performance by such Party of this Agreement and its
compliance with the terms and provisions does not and shall not conflict with
or result in a breach of any of the terms and provisions of or constitute a
default under (i) a loan agreement, guaranty, financing agreement, agreement
affecting a product or other agreement or instrument binding or affecting it or
its property; (ii) the provisions of its charter or operative documents or
bylaws; or (iii) any order, writ, injunction or decree of any court or
governmental authority entered against it or by which any of its property is
bound; and


(e)                                  it
has the full right, power and authority to grant all of the right, title and
interest in the licenses granted to the other Party under this Agreement.


7.2.               Additional Representations and Warranties of Inovio.  Inovio hereby represents, warrants, and
covenants to IAPL that:


(a)                                  it
has the full right, power and authority to grant all of the right, title and
interest in the licenses in Existing Inovio Patents granted to IAPL under this
Agreement;


(b)                                 to the best of Inovio’s
knowledge, the Existing Inovio Patents are in force and are not invalid or
unenforceable, in whole or in part.  Together with the Existing Inovio
Know-How, the Existing Inovio Patents comprise the intellectual property
necessary to IAPL’s practice of the licenses granted hereunder;


(c)                                  except
as provided in the Inovio Third Party Agreements, Inovio is the owner of or
otherwise Controls the Existing Inovio Patents, all of which are free and clear
of any liens, charges and encumbrances;


(d)                                 as
of the Effective Date, there are no claims, judgments or settlements against or
owed by Inovio or, to the best of its knowledge, pending claims or litigation,
in either case relating to the Existing Inovio Patents.


7.3.               Representation by Legal Counsel.  Each Party hereto represents that it has been
represented by legal counsel in connection with this Agreement and acknowledges
that it has participated in the drafting. 
In interpreting and applying the terms and provisions of this Agreement,
the Parties agree that no presumption shall exist or be implied against the
Party which drafted such terms and provisions.



 12
 






 



7.4.               Disclaimer. 
THE FOREGOING WARRANTIES OF EACH PARTY ARE IN LIEU OF ANY OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED
WARRANTIES OF NONINFRINGEMENT, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR ANY
IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE ALL OF WHICH ARE HEREBY
SPECIFICALLY EXCLUDED AND DISCLAIMED.


8.             INTELLECTUAL
PROPERTY.


8.1.               Disclosure.  During the Term, IAPL shall promptly disclose
to Inovio all inventions or Know-How conceived, reduced to practice, or
developed by any employee of IAPL or by or on behalf of any Third Party
retained by IAPL, that constitute IAPL Improvements.


8.2.               Ownership.


8.2.1.       Inovio Licensed Technology.  Notwithstanding any other provision of the
Agreement, Inovio Licensed Technology Controlled by Inovio shall remain the
property of Inovio.


8.2.2.       IAPL Improvements.  Notwithstanding any other provision of the
Agreement, Inovio shall own all interest in and to IAPL Improvements or any
other intellectual property which constitutes an improvement, modification, or
enhancement to, or further development of, any Inovio Licensed Technology, and
such improvements, modifications, or enhancements shall be deemed Inovio
Licensed Technology.  IAPL shall sign or
have its employees and agents sign such documentation as may be necessary to
obtain, perfect or maintain assignment of the same to Inovio.


8.2.3.       Inventorship.  Determinations as to which Party has invented
any Patent Right or Know-How shall be made in accordance with the standards of
inventorship and conception under U.S. patent law, regardless of the
jurisdiction in which such invention occurred.


8.3.               Prosecution and Maintenance of Patent Rights.


8.3.1.       Inovio Patent Rights.  Inovio shall have the right, but not the
obligation, to file, prosecute, and maintain any Patent Right covering
intellectual property comprising Inovio Licensed Technology, and to determine
in which countries to do so, in all cases at its own expense..


8.3.2.       Costs and Expenses.  Inovio shall bear the costs and expenses of
filing, prosecuting, and maintaining Patent Rights covering intellectual
property comprising Inovio Licensed Technology as provided for in this Section
8.3.


8.4.               Trademarks.


8.4.1.       Licensed Product Trademarks.  All Licensed Products shall be sold in the
Territory under Trademarks and trade dress selected by Inovio and licensed to
IAPL hereunder.  Except with respect to
Trademarks licensed by Inovio to IAPL pursuant to Section 3.1.2, IAPL shall
neither use nor seek to register, anywhere in the world, any trademarks which
are



 13
 






 



confusingly similar to any Trademarks, trade
names, trade dress or logos used by or on behalf of Inovio, its Affiliates or
Sublicensees in connection with any Licensed Product.


8.4.2.       Inovio Name on Product Promotional Material.  IAPL shall provide for Inovio to be
appropriately identified in accordance with applicable law on all packaging,
labels, packaging inserts and other promotional materials used in connection
with any Licensed Product to be first reviewed and approved by Inovio.


8.5.               Enforcement of Technology Rights.


8.5.1.       Notice. 
If IAPL becomes aware that any Inovio Licensed Technology is being
infringed or misappropriated by a Third Party in the Licensed Field or is
subject to a declaratory judgment action, nullity action or similar proceedings
arising from such infringement (collectively, an “Infringement”), IAPL
shall be obliged to promptly notify the other Party thereof in writing
reasonably detailing the Infringement.


8.5.2.       Enforcement by Inovio.  Inovio shall have the right but not the
obligation, at its sole expense, to enforce any Inovio Licensed Technology
inside or outside the Licensed Field against any Infringement.  IAPL agrees in any event to assist Inovio,
upon Inovio’s request and at Inovio’s expense, in taking any action Inovio
deems necessary or desirable to enforce Inovio Licensed Technology.  In
the event that Inovio enforces the Inovio Licensed Technology against an
Infringement under this Section 8.5.2, any damages awarded shall be
distributed, first, to cover the legal and other expenses of the Parties in
connection with the Infringment, and the remainder shall go to Inovio.


8.5.3.       Enforcement by IAPL.  In the event Inovio fails to enforce any
rights in Inovio Licensed Technology against Infringement in the Licensed Field
and in the Territory, then IAPL shall have the right, at its sole expense, to
enforce the Inovio Licensed Technology in the Licensed Field and in the
Territory.  Inovio agrees to provide
reasonable assistance to IAPL, upon IAPL’s request and at IAPL’s expense, in
connection therewith.  The foregoing
notwithstanding, IAPL shall not have the right to settle or otherwise agree
upon the outcome of any Infringement dispute or claim without Inovio’s prior
written assistance.  In the event that
IAPL enforces the Inovio Licensed Technology against an Infringement under this
Section 8.5.3, any damages awarded shall be distributed, first, to cover the
legal and other expenses of the Parties in connection with the Infringment, and
the remainder shall go to IAPL.


8.5.4        No Liability for Unfavorable Outcome to
Litigation.  Inovio shall not incur
any liability to IAPL as a consequence of any litigation brought as provided
above or any unfavorable decision resulting therefrom, including any decision
holding any Patent Right invalid or unenforceable.


8.6.               Third Party Claims.


8.6.1.       Third Party Claims – Course of Action.  If the Manufacture, use, sale or importation
of a Licensed Product is alleged by a Third Party to infringe a Third Party’s
Patent Right(s) or misappropriate a Third Party’s trade secret, IAPL, upon
becoming aware of such allegation, shall promptly notify Inovio thereof, in
writing, reasonably detailing the claim.



 14
 






 



8.6.2.       Additional Third Party Licenses.  If IAPL is required or deems it is desirable
to license one or more Patent Rights from one or more Third Parties in order to
make, have made, use, sell, offer for sale, import or otherwise exploit a
Licensed Product in the Licensed Field under the terms of this Agreement, IAPL,
after good faith consultation with Inovio, and at IAPL’s own expense, shall
have the right, but not the obligation, to negotiate and obtain a license under
such Patent Right(s) (each such Third Party license referred to herein as an “Additional
Third Party License”).


8.6.3.       Third Party Suit.  If a Third Party sues Inovio alleging that
Inovio’s or IAPL’s Manufacture or Commercialization of any Licensed Product
infringes or would infringe such Third Party’s Patent Right(s) or
misappropriates such Third Party’s trade secret(s), then upon Inovio’s request
and in connection with Inovio’s defense of any such Third Party suit, IAPL
shall provide reasonable assistance to Inovio for such defense and shall join
such suit if deemed a necessary party, all at Inovio’s expense.  In the event a Third Party directly sues IAPL
in connection with the foregoing, IAPL shall keep Inovio fully informed prior
to and during the pendency of such suit, and in any case, IAPL shall not admit
the invalidity of any patent within the Inovio Licensed Technology, nor settle
any such suit, without written consent of Inovio.


8.7.               Patent Marking, Certification and Term Restoration.


8.7.1.       Patent Marking.  To the extent it is commercially feasible to
do so, IAPL agrees to mark and have its Affiliates and all Sublicensees mark
all Licensed Products (or their containers or labels) sold pursuant to this
Agreement in the country or countries of Manufacture and sale thereof where
failure to mark adversely affects the recovery of damages, and taking into
account manufacturing efficiencies in relation to non-U.S. markets.


8.7.2.       Patent Certifications.  Each Party shall immediately give written
notice to the other that any certification of which it becomes aware has been
filed pursuant to 21 U.S.C. § 355(b)(2)(A), or § 355(j)(2)(A)(vii) (or any
amendment or successor statute thereto) claiming that any Patent Rights in the
Inovio Licensed Technology covering any Licensed Product are invalid or that
infringement would not arise from the Manufacture or Commercialization of such
product by a Third Party.


8.7.3.       Patent Term Restoration.  IAPL shall cooperate with Inovio in obtaining
patent term restoration or extension anywhere in the Territory, including under
35 U.S.C. § 156, where applicable to any Patent Right covering the Manufacture,
or Commercialization of any Licensed Product.


9.             TERM AND TERMINATION.


9.1.               Term.  The term of this Agreement (“Term”)
shall commence on the Effective Date and extend on a country by country basis,
unless this Agreement is terminated earlier in accordance with this
Section 9, until the last to expire of any Inovio Patent Rights for any
Licensed Product in such country.



 15
 






 



9.2.               Termination.


9.2.1.       Termination for Cause.  This Agreement may be terminated effective
immediately by written notice by Inovio if IAPL materially breaches any
provision of this Agreement, which breach remains uncured for sixty (60) days
measured from the date written notice of such breach is given to IAPL;
provided, however, that from the end of the escrow period until the Put or Call
is exercised or the Automatic Exchange occurs, there shall be no right to
terminate this Agreement for cause.


9.2.2.       Termination at Inovio’s Discretion.  In the event that an exercise of the Put, an
exercise of the Call, or the Automatic Exchange (as those terms are defined in
the Purchase Agreement) or other series of events results in Inovio’s being the
sole shareholder of IAPL, then Inovio may, at its discretion, terminate this
Agreement.


9.2.3.       Effects of Termination.  In the event of termination, all rights to
the Inovio Licensed Technology shall revert to Inovio, and except as otherwise
expressly provided herein, all rights and obligations of each Party hereunder
shall cease.


9.2.4.       Effects of Termination on Sublicenses.  Upon any termination of this Agreement, all
Sublicenses granted by IAPL prior to such termination may, at Inovio’s sole
discretion on a case-by-case basis, be assumed by Inovio in accordance with
their terms, except that Inovio shall not be required in connection with any
such assumption to take on obligations greater than those of Inovio under this
Agreement.


9.3.               Insolvency.


(i)         Termination for
Insolvency.  This Agreement may be
terminated by written notice by Inovio at any time during the Term upon the
declaration by a court of competent jurisdiction that IAPL is bankrupt or
insolvent; provided, however, that the relevant rules and regulations of Title
11 of the U.S. Bankruptcy Code, as amended from time to time, and any relevant
bankrupcy statutes applicable to IAPL in its jurisdiction of incorporation,
shall in any case protect the Parties.


9.4.               Change of Control.


9.4.1.       Change of Control Notice.  IAPL shall notify Inovio in writing,
referencing this Section 9.4.1 of the Agreement, at least sixty (60) days prior
to any Change of Control.


9.4.2.       Consent to Any Change of Control.  Inovio’s prior written consent shall be
required for any Change of Control of IAPL.


9.5.               Survival.  Expiration or termination of this Agreement
shall not relieve IAPL of any obligation accruing before such expiration or
termination.  The provisions of this
Agreement that must, by their nature, survive expiration or termination of this
Agreement to give effect to their intent, shall so survive.  Any expiration or early termination of this
Agreement shall be without prejudice to the rights of Inovio accrued or
accruing under this Agreement before termination.



 16
 






 



10.           INDEMNIFICATION.


10.1.             Indemnification
by IAPL.  IAPL shall
indemnify, defend and hold harmless Inovio, its Affiliates, and each of their
respective employees, officers, directors and agents (each, an “Inovio
Indemnified Party”) from and against any and all liability, loss, damage,
expense (including reasonable attorneys’ fees and expenses) and cost
(collectively, a “Liability”) that the Inovio Indemnified Party may be
required to pay to one or more Third Parties resulting from or arising out of
the breach by IAPL of any of its representations, warranties or covenants set
forth herein; except, in each case, to the extent caused by the negligence or
willful misconduct of Inovio or any Inovio Indemnified Party.


10.2.             Procedure.  Each Party shall notify the other in the
event it becomes aware of a claim for which indemnification may be sought
hereunder.  In case any proceeding
(including any governmental investigation) shall be instituted involving an
Inovio Indemnified Party in respect of which indemnity may be sought pursuant
to this Section 10, Inovio shall notify IAPL of the same in writing.  Inovio shall determine, in its sole
discretion, how to respond to any claims that are the subject matter of such
proceeding.  IAPL shall pay the fees and
expenses of the Inovio Indemnified Party’s or Parties’ counsel related to such
proceeding.  .All such fees and expenses
shall be reimbursed as they are incurred. 
IAPL agrees to indemnify the Inovio Indemnified Parties from and against
any loss or liability by reason of any settlement or judgment in respect of
such proceeding.  IAPL shall not, without
the written consent of Inovio, effect any settlement of any pending or
threatened proceeding in respect of which Inovio and/or an Inovio Indemnified
Party is, or arising out of the same set of facts could have been, a party.


11.           MISCELLANEOUS.


11.1.             Assignment.  Neither this Agreement, nor any right or
obligation hereunder may be assigned or delegated, in whole or part, by IAPL
without the prior express written consent of Inovio except as expressly set
forth below in this Section 11.1.


11.2.             Further
Actions.  Each Party agrees to
execute, acknowledge and deliver such further instruments, and to do all such
other acts, as may be necessary or appropriate in order to carry out the purposes
and intent of the Agreement.


11.3.             Force
Majeure.  Nonperformance of a
Party under this Agreement (other than for the payment of money) shall be
excused to the extent that performance is rendered impossible by strike, fire,
earthquake, flood, governmental acts or orders or restrictions, failure of
suppliers, or any other reason where failure to perform, is beyond the
reasonable control and not caused by the negligence, intentional conduct or
misconduct of the nonperforming Party. 
The nonperforming Party shall notify the other Party promptly should
such circumstances arise, giving an indication of the likely extent and
duration thereof, and shall use all commercially reasonable efforts to resume
performance of its obligations as soon as practicable, provided, however, that
neither Party shall be required to settle any labor dispute or disturbance.


11.4.             Correspondence
and Notices.  Correspondence,
reports, documentation, and any other communication in writing between the
Parties (including, without limitation, notices of termination, force majeure,
material breach, change of address) shall be in writing and delivered



 17
 






 



by hand or sent by nationally recognized overnight delivery service,
prepaid registered or certified air mail, or by facsimile confirmed by prepaid
first class, registered or certified mail letter, and shall be deemed to have
been properly served to the addressee upon receipt of such written
communication.


All correspondence to
IAPL shall be addressed as follows:


Inovio Asia Pte
Ltd.


c/o Rajah & Tann


4 Battery Road #26-01


Bank of China Building


Singapore, 049908


Attn: Director 


Fax:  65 6536 9453


with a copy to:


Rajah & Tann


4 Battery Road #26-01


Bank of China Building


Singapore, 049908


Attn: Arnold Tan


Fax:  65 6536 9453


All correspondence to Inovio shall be addressed as follows:


Inovio Biomedical
Corporation

11494 Sorrento Valley Road

San Diego, California 92121

Attn: President

Fax:  858 597 0451


with a copy to:


Kirkpatrick &
Lockhart Nicholson Graham LLP

State Street Financial Center, One Lincoln Street

Boston, MA 02111

Attn: Eileen Smith Ewing, Esq.

Fax:  (617) 261-3175


11.5.           Amendment.  No amendment, modification or supplement of
any provision of this Agreement shall be valid or effective unless made in
writing and signed by a duly authorized officer of each Party.


11.6.           Waiver.  No provision of the Agreement shall be waived
by any act, omission or knowledge of a Party or its agents or employees except
by an instrument in writing expressly waiving such provision and signed by a
duly authorized officer of the waiving Party.



 18
 






 



11.7.           Severability.  If any clause or portion thereof in this
Agreement is for any reason held to be invalid, illegal or unenforceable, the
same shall not affect any other portion of this Agreement, as it is the intent
of the Parties that this Agreement shall be construed in such fashion as to
maintain its existence, validity and enforceability to the greatest extent
possible.  In any such event, this
Agreement shall be construed as if such clause or portion thereof had never
been contained in this Agreement, and there shall be deemed substituted
therefor such provision as shall most nearly carry out the intent of the
Parties as expressed in this Agreement to the fullest extent permitted by
applicable law.


11.8.           Descriptive
Headings.  The descriptive
headings of this Agreement are for convenience only and shall be of no force or
effect in construing or interpreting any of the provisions of this Agreement.


11.9.           Governing
Law; Venue.  This Agreement,
and all claims arising under or in connection therewith, shall be governed by
and interpreted in accordance with the substantive laws of the State of
California, without regard to conflict of law principles thereof and without
giving effect to the United Nations Convention on Contracts for the
International Sale of Goods, the 1974 Convention on the Limitation Period in
the International Sale of Goods (the “1974 Convention”) and the Protocol
amending the 1974 Convention, done at Vienna April 11, 1980, except for the
interpretation of patent law, which shall be interpreted in accordance with the
patent laws of each country in which a patent has been granted or patent
application has been filed.  Venue for
any action brought under this Agreement shall lie exclusively in the state
courts of the State of California, United States of America and both Parties
hereby consent to such venue.


11.10.         Entire
Agreement.  This Agreement
constitutes and contains the complete, final and exclusive understanding and
agreement of the Parties with respect to the subject matter hereof and cancels
and supersedes any and all prior negotiations, correspondence, understandings
and agreements, whether oral or written, between the Parties respecting the
subject matter hereof.


11.11.         Independent
Contractors.  Both Parties are
independent contractors under this Agreement. 
Nothing herein contained shall be deemed to create an employment,
agency, joint venture or partnership relationship between the Parties hereto or
any of their agents or employees, or any other legal arrangement that would
impose liability upon one Party for the act or failure to act of the other
Party.  Neither Party shall have any
express or implied power to enter into any contracts or commitments or to incur
any liabilities in the name of, or on behalf of, the other Party, or to bind
the other Party in any respect whatsoever.


11.12.         Counterparts.  This Agreement may be executed in any number
of counterparts, each of which need not contain the signature of more than one
Party but all such counterparts taken together shall constitute one and the
same agreement.


11.13.         Future
Relationships.  Nothing
contained in this Agreement shall be construed, by implication or otherwise, as
an obligation of any Party hereto to enter into a further agreement regarding
the subject matter of this Agreement.



 19
 






 



11.14.         Interpretation.  The use of any gender herein shall be deemed
to be or include the other genders and the use of the singular herein shall be
deemed to include the plural (and vice versa), wherever appropriate. The words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without
limitation.” The word “will” shall be construed to have the same meaning and
effect as the word “shall.” Unless the context requires otherwise (a) any
definition of or reference to any agreement, instrument or other document
herein shall be construed as referring to such agreement, instrument or other
document as from time to time amended, supplemented or otherwise modified
(subject to any restrictions on such amendments, supplements or modifications
set forth herein), (b) any reference herein to any Person shall be construed to
include the Person’s successors and assigns, (c) the words “herein”, “hereof”
and “hereunder”, and words of similar import, shall be construed to refer to
this Agreement in its entirety and not to any particular provision hereof, and
(d) all references herein to Articles, Sections, or Schedules shall be
construed to refer to Articles, Sections, and Schedules of this Agreement.


11.15.         No Third
Party Rights or Obligations. 
No provision of this Agreement shall be deemed or construed in any way
to result in the creation of any rights or obligation in any Person not a Party
to this Agreement.



 20














 


IN WITNESS WHEREOF, duly authorized representatives of
the Parties have duly executed this Agreement to be effective as of the
Effective Date.


	
  INOVIO BIOMEDICAL CORPORATION

  	
  INOVIO ASIA PTE LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
    /s/
  Avtar Dhillon

  	
   

  	
  By

  	
    /s/ Avtar Dhillon

  	
   

  
	
  Name: Avtar
  Dhillon, MD

  	
  Name: Avtar Dhillon, MD

  
	
  Title: President
  & CEO

  	
  Title: President & CEO

  
						



 


 


 


 


Signature Page









 



SCHEDULE 1.16


EXISTING INOVIO PATENT RIGHTS


Asia IP Portfolio




	
  1.

  	
  Family 9 – China – 1150950C –
  Transdermal/Cancer/Gene

  
	
  2.

  	
  Family 14 – China – ZL98801461 – Apparatus

  
	
  3.

  	
  Family 14 – China – 1200 Series CN Divisional

  
	
  4.

  	
  Family 15 – China – 99800014 – Cancer/Gene

  
	
  5.

  	
  Family 23 – China – 1141989C – Transdermal

  
	
  6.

  	
  Family 39 – China – 0287127.0 – Cancer/Gene

  
	
  7.

  	
  Family 40 – China – 03805422-1 – Cancer/Gene

  
	
  8.

  	
  Family 41 – China – 200380107770.6 – Ex vivo

  
	
  9.

  	
  Family 43 – China – 98803980X – Cancer/Gene

  
	
  10.

  	
  Family 43 – China – 03820724.9 – Cancer/Gene

  
	
  11.

  	
  Family 43 – China – 03832351.2 – Cancer/Gene

  
	
  12.

  	
  Family 14 – Hong Kong – Pending HK-2100980 –
  Cancer/Gene

  
	
  13.

  	
  Family 15 – Hong Kong – Pending HK-103864.7 –
  Cancer/Gene

  
	
  14.

  	
  Family 8 – Taiwan – NI-108036 – Transdermal

  
	
  15.

  	
  Family 14 – Taiwan – NI-118054 – Cancer/Gene

  
	
  16.

  	
  Family 28 – Taiwan – NI-153798 – General

  
	
  17.

  	
  Family 14 – Singapore – SG99011969.7 – Cancer/Gene

  
	
  18.

  	
  Family 9 – Korea – KR-706014/97 –
  Cancer/Gene/Transdermal

  
	
  19.

  	
  Family 9 – Korea – KR-708424/97 – Cancer/Gene

  
	
  20.

  	
  Family 12 – Korea – KR-1999-7001787 – General

  
	
  21.

  	
  Family 14 – Korea – Pending KR-1019997002781 –
  Cancer/Gene

  
	
  22.

  	
  Family 15 – Korea – Pending KR-1999-7008265 –
  Cancer/Gene

  
	
  23.

  	
  Family 39 – Korea – Pending KR-10-2004-7009238 –
  Cancer/Gene

  
	
  24.

  	
  Family 43 – Korea – KR-10-7009009