Exhibit
10.2


SECURITIES PURCHASE AND EXCHANGE
AGREEMENT


This Securities Purchase
and Exchange Agreement (this “Agreement”) is dated as of
September 15, 2006, among INOVIO BIOMEDICAL CORPORATION, a Delaware
corporation (the “Company”), the Company’s wholly-owned subsidiary,
INOVIO ASIA PTE LTD., a company incorporated in the Republic of Singapore (“IAPL”)
and each purchaser identified on the signature pages hereto (each, including
its successors and assigns, a “Purchaser” and collectively the “Purchasers”);
and


WHEREAS, IAPL is a
company incorporated in Singapore under the Companies Act, (Chapter 50) of
Singapore and has at the date of this Agreement an issued share capital of
US$16,000,000.00 consisting of 6,584,365 issued and fully paid-up ordinary
shares and as to which one hundred percent (100%) of such Ordinary Shares are
held by the Company;


WHEREAS, subject to the
terms and conditions set forth in this Agreement, IAPL desires to issue and
allot to each Purchaser, and each Purchaser, severally and not jointly, desires
to subscribe for the Shares (as defined below) on the Closing Date;


WHEREAS, subject to the
terms and conditions set forth in this Agreement and pursuant to Regulations
promulgated under the Securities Act (as defined below), the Company desires to
grant to each Purchaser, and each Purchaser, severally and not jointly, desires
to receive from the Company, in conjunction with the issue of the Shares by
IAPL, the Put (as defined below) on the Closing Date;


WHEREAS, subject to the
terms and conditions set forth in this Agreement the Purchasers desire to grant
the Company, and the Company desires to obtain from the Purchasers, in
conjunction with the issue of the Shares by IAPL, the Call (as defined below)
on the Closing Date; and


WHEREAS, the Shares will
be subject to mandatory automatic exchange for the Exchange Consideration (as
defined below) on the Automatic Exchange Date (as defined below).


NOW, THEREFORE, IN
CONSIDERATION of the mutual covenants contained in this Agreement, and for
other good and valuable consideration the receipt and adequacy of which are
hereby acknowledged, the Company, IAPL and each Purchaser agrees as follows:


ARTICLE
I.

DEFINITIONS


1.1           Definitions.  In addition to the terms defined elsewhere in
this Agreement, for all purposes of this Agreement, the following terms have
the meanings indicated in this Section 1.1:


“Action” shall have the meaning ascribed to
such term in Section 3.1(j).


“AMEX” means the American Stock Exchange.









 



“Affiliate” means any Person that, directly or
indirectly through one or more intermediaries, controls or is controlled by or
is under common control with a Person as such terms are used in and construed
under Rule 144.


“Automatic Exchange” shall have the meaning
ascribed to such term in Section 4.2(a).


“Automatic Exchange Date” means the first day
following the expiration of three months from the Closing Date.


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


“Call” means the right of the Company to
require the holders of the Shares to exchange the Shares for the Exchange
Consideration pursuant to the provisions of Section 4.2(b).


“Closing” means the closing of the issue,
allotment and subscription of the Shares and the grant of the Call and the Put
pursuant to Section 2.1.


“Closing Date” means the third business day
after all conditions to Closing in Section 2.2 hereof have been satisfied or
waived, or such later date as is mutually acceptable to the parties.


“Closing Price” means the average of the
closing price per share of the Common Stock as reported on the AMEX for each of
the fifteen (15) consecutive Trading Days immediately preceding the day this
Agreement is executed, or if executed after 4:30 p.m. EDT on a Trading Day
then for each of the fifteen (15) consecutive Trading Days ending on that day.


“Commission” means the United States Securities
and Exchange Commission.


“Common Stock” means the common stock of the
Company, US$0.001 par value per share, and any
securities into which such common stock may hereafter be reclassified.


“Common Stock Equivalents” means any securities
of the Company or the Subsidiaries which would entitle the holder thereof to
acquire at any time Common Stock, including without limitation, any debt,
preferred stock, rights, options, warrants or other instrument that is at any
time convertible into or exchangeable for, or otherwise entitles the holder
thereof to receive, Common Stock.


“Company Counsel” means Kirkpatrick &
Lockhart Nicholson & Graham LLP.


“Disclosure Schedules” means the Disclosure
Schedules of the Company delivered concurrently herewith.



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


“Exchange” means the exchange of the Shares for
the Exchange Consideration upon the exercise of the Call or the Put or the
occurrence of the Automatic Exchange Date.


“Exchange Agent” means Singapore Counsel,
Company Counsel and the Company’s transfer agent in their designated roles to
complete an Exchange, as identified in the Letter of Transmittal to be provided
pursuant to Section 4.3(b).


“Exchange Consideration” means the Exchange
Shares and Exchange Warrants to purchase Exchange Warrant Shares issuable upon
an Exchange of the Shares, based on the Exchange Ratio set forth in Section
4.1(a).


“Exchange Shares” means the shares of the
Common Stock exchangeable with the Shares upon an Exchange.


“Exchange Warrants” means the Common Stock
Purchase Warrants, in the form of Exhibit A hereto, issuable to
Purchasers in conjunction with the Exchange Shares upon an Exchange, which
warrants shall be exercisable immediately upon issuance for a term of five (5)
years and have an exercise price equal to US$2.87(1) per share.


“Exchange Warrant Shares” means the shares of
the Common Stock issuable upon exercise of the Exchange Warrants.


“IAPL Board” means the Board of Directors of
IAPL.


“Inovio Financing” means the sale and purchase
of shares of the Company’s Common Stock and Warrants pursuant to a Securities
Purchase Agreement between the Company and certain purchasers named therein,
dated of even date herewith and to close concurrently with the Closing.


“Intellectual Property Rights” shall have the
meaning ascribed to such term in Section 3.1(o).


“Lead Purchaser” shall mean Broadven Ltd.


“License Agreement” means that certain
agreement between the Company and IAPL dated September 15, 2006 granting IAPL
an exclusive royalty-free license to the Licensed Rights in exchange for
6,584,364 Ordinary Shares of IAPL.


“Licensed Rights” means the rights to use
certain of the Company’s Intellectual Property Rights explicitly identified in
the License Agreement related to the treatment human cancers comprising solid
tumors with Bleomycin or an additional chemotherapeutic agent using the Company’s
electroporation technology in China, Hong






(1)          Insert 118% of the Per
Share Purchase Price of the Ordinary Shares.



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Kong, Taiwan, Korea, Singapore, Malaysia, Indonesia,
and Thailand and such other countries as the Company and IAPL may agree in
writing from time to time.


“Liens” means a lien, charge, security
interest, encumbrance, right of first refusal, preemptive right or other
restriction.


“Majority Purchasers” shall mean Purchasers
holding a majority of the Shares.


“Material Adverse Effect” shall mean (i) a
material adverse effect on the legality, validity or enforceability of any
Transaction Document, (ii) a material adverse effect on the results of operations,
assets, business, prospects or financial condition of the Company and the
Subsidiaries, taken as a whole, or (iii) a material adverse effect on the
Company’s or IAPL’s ability to perform in any material respect on a timely
basis its obligations under any Transaction Document; provided, that none of
the following alone shall be deemed, in and of itself, to constitute a Material
Adverse Effect: (i) a change in the market price or trading volume of the
Common Stock or (ii) changes in general economic conditions or changes
affecting the industry in which the Company or IAPL operates generally (as
opposed to Company-specific changes) so long as such changes do not have a
disproportionate effect on the Company and its Subsidiaries taken as a whole


“Ordinary Shares” means the issued and fully
paid-up ordinary shares from time to time in the share capital of IAPL.


“Ordinary Shareholder” means a holder of
Ordinary Shares of IAPL.


“Per Share Purchase Price” means US$2.43 (2),
subject to adjustment for reverse and forward share splits, share dividends,
share combinations and other similar transactions of the Ordinary Shares that
occur after the date of this Agreement and prior to the Closing Date.


“Person” means an individual or corporation,
partnership, trust, incorporated or unincorporated association, joint venture,
limited liability company, joint stock company, government (or an agency or
subdivision thereof) or other entity of any kind.


“Preferred Exchange” shall have the meaning
ascribed to such term in Section 3.3(l).


“Proceeding” means an action, claim, suit,
investigation or proceeding (including, without limitation, an investigation or
partial proceeding, such as a deposition), whether commenced or threatened.






(2)   Insert
102% of the Closing Price; provided, however, that if the Closing Price is less than the closing
market price of the Common Stock on the on the day prior to the date definitive
documents are signed (or the day such definitive documents are signed, if after
4:30 p.m. EDT) (the "Market Price"), the Per Share Purchase
Price shall be equal to 102% of the Market Price; provided,
however, that if (i) 105% of the Closing
Price remains less than or equal to the Market Price on the pricing day, or
(ii) such calculation results in a Per Share Price greater than $2.80, the
parties shall be under no obligation to further negotiate in good faith the
consummation of this transaction.



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“Put” means the right of the Purchasers to
require the Company to exchange the Shares for the Exchange Consideration pursuant
to the provisions of Section 4.1.


“Recent Reports” shall have the meaning
ascribed to such term in Section 3.1(i).


“Registration Rights Agreement” means the
Registration Rights Agreement, dated as of the Closing Date among the Company
and each Purchaser, in the form of Exhibit B hereto.


“Registration Statement” means a registration
statement meeting the requirements set forth in the Registration Rights
Agreement and covering the resale by the Purchasers of the Exchange Shares and
the Exchange Warrant Shares (or other Registrable Securities as defined in the
Registration Rights Agreement).


“Regulation S” means Regulation S, as
amended from time to time, promulgated under the Securities Act.


“Required Approvals” shall have the meaning
ascribed to such term in Section 3.1(e).


“Rule 144” means Rule 144 promulgated by the
Commission pursuant to the Securities Act, as such Rule may be amended from
time to time, or any similar rule or regulation hereafter adopted by the
Commission having substantially the same effect as such Rule.


“SEC Reports” shall have the meaning ascribed
to such term in Section 3.1(h).


“Securities” means the Shares, the Call, the
Put and the Exchange Shares, Exchange Warrants and the Exchange Warrant Shares
underlying the Call, the Put and the Automatic Exchange.


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


“Securities and Futures Act” means the
Securities and Futures Act (Chapter 289) of Singapore, as the same may be
amended from time to time.


“Shares” means the Ordinary Shares issued or
issuable to each Purchaser pursuant to this Agreement.


“Singapore Counsel” means Rajah & Tann.


“Subscription Amount” means, as to each
Purchaser, the amount set forth below such Purchaser’s signature block on the
signature page hereto, in United States dollars and in immediately available
funds.


“Subscription Amounts” means the total of each
Subscription Amount from all Purchasers.



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“Subsidiary” means any entity more than 50% of
the voting interest of which is held (directly or indirectly) by the Company
and/or one or more Subsidiaries of the Company.


“Terminating Event” shall have the meaning
ascribed to such term in Section 4.2(c).


“Trading Day” means a day on which the Common
Stock is traded on a Trading Market.


“Trading Market” means the following markets or
exchanges on which the Common Stock is listed or quoted for trading on the date
in question:  the American Stock
Exchange, the New York Stock Exchange, the Nasdaq Global Market or the Nasdaq
Capital Market.


“Transaction Documents” means this Agreement,
the Form of Call Notice, the Form of Put Notice, the Exchange Warrants and the
Registration Rights Agreement, and any other documents or agreements executed
in connection with the transactions contemplated hereunder.


“United States Dollars” or “US$” shall
mean the lawful currency of the United States of America.


ARTICLE
II.

ISSUE AND SUBSCRIPTION


2.1           Closing.  On the Closing Date, (a) each Purchaser shall
subscribe for, severally and not jointly with the other Purchasers, and IAPL
shall issue and allot to each Purchaser, the number of Shares set forth with
respect to such Purchaser on Schedule 2.1 under the caption “Purchased Shares,”
(b) the Company shall grant each Purchaser a Put with respect to the Shares
which it has subscribed for pursuant hereto, and (c) each Purchaser shall grant
the Company a Call with respect to the Shares which it has subscribed for
pursuant hereto.  The aggregate number of
Shares subscribed by all of the Purchasers hereunder shall be up to 2,201,644.(3)
Prior to the Closing, the Subscription Amount payable by each Purchaser in the
Closing, together with all other available closing deliverables as set out in
Section 2.2, shall be placed in escrow pending the Closing pursuant to a
closing escrow agreement among the Company, IAPL, the Lead Purchaser (for
itself and on behalf of the Purchasers) and Fenwick & West LLP (the latter,
serving as the “Escrow Agent”), which agreement shall be in the form
attached hereto as Exhibit C (the “Closing Escrow Agreement”).  Upon satisfaction of the conditions to the
obligations of the parties set forth in Section 2.2, the Closing shall occur at
the Los Angeles offices of Company Counsel or such other location as the
parties shall mutually agree on the Closing Date.






(3)          Insert quotient of total gross proceeds to be
received by IAPL divided by Per Share Purchase Price.



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2.2           Closing Conditions;
Deliveries.


(a)           The obligations of each
Purchaser to purchase the Share, to pay the Subscription Amount therefore and
to grant the Call are subject to the satisfaction or waiver by the Lead
Purchaser of each of the following conditions:


(i)            All representations
and warranties of the Company and IAPL contained herein shall remain true and
correct as of the Closing Date and all covenants of the Company shall have been
performed if due prior to such date.


(ii)           There shall have been
delivered into escrow, pursuant to the Closing Escrow Agreement, Subscription
Amounts in cash of at least US$4,000,000.


(iii)          On the Closing Date,
IAPL shall deliver or cause to be delivered to each Purchaser the following
(each document to be reasonably satisfactory in form and substance to the Lead
Purchaser and to counsel for the Lead Purchaser):


(A)          this Agreement duly
executed by IAPL;


(B)           a copy of, and written
acknowledgement by Singapore Counsel of, irrevocable instructions duly signed
by an authorized signatory of the Company addressed to Singapore Counsel to
deliver to such Purchaser, no later than the third Trading Day after the
Closing Date, one or more certificates evidencing the aggregate number of
Ordinary Shares duly issued and allotted, equal to such Purchaser’s
Subscription Amount divided by the Per Share Purchase Price, registered in the
name of such Purchaser.


(C)           the Closing Escrow
Agreement duly executed by IAPL;


(D)          a legal opinion of
Singapore Counsel, in the form of Exhibit D hereto;


(E)           the License Agreement
duly executed by IAPL; and


(F)           A certificate a
Director of IAPL (the “Director’s Certificate”), in form and substance
satisfactory to the Lead Purchaser, certifying on behalf of the Board of
Directors of IAPL as follows:


(1)           that attached to the
Director’s Certificate is a true and complete copy of the Memorandum and
Articles of Association of IAPL;


(2)           that attached to the
Director’s Certificate are true and complete copies of the resolutions of the
IAPL Board authorizing the execution, delivery and performance of this
Agreement and the other Transaction Documents, instruments and certificates
required to be executed by it in connection herewith and approving the
consummation of the transactions in the manner contemplated hereby and by such
other Transaction Documents including, but not limited to, the issuance and
allotment of the Shares; and



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(3)           the names and true
signatures of the officers of IAPL signing this Agreement and all other
documents executed on behalf of IAPL to be delivered in connection with this
Agreement;


(G)           A certificate executed
by the chief executive officer of IAPL stating that the representations and
warranties of IAPL hereunder are true and correct as of the Closing Date and
that IAPL has performed all obligations to be performed prior to such date.


(iv)          On the Closing Date, the
Company shall deliver or cause to be delivered to each Purchaser the following
(each document to be reasonably satisfactory in form and substance to the Lead
Purchaser and to counsel for the Lead Purchaser):


(A)          this Agreement duly
executed by the Company;


(B)           the Registration Rights
Agreement duly executed by the Company;


(C)           the Closing Escrow
Agreement duly executed by the Company;


(D)          a legal opinion of
Company Counsel, in the form of Exhibit E hereto;


(E)           the License Agreement
duly executed by the Company;


(F)           the Securities Purchase
Agreement for the Inovio Financing, duly executed by the Company;


(G)           A certificate of the
Secretary of the Company (the “Secretary’s Certificate”), in form and
substance satisfactory to the Lead Purchaser, certifying in his capacity as an
officer of the Company as follows:


(1)           that attached to the
Secretary’s Certificate is a true and complete copy of the Certificate of
Incorporation of the Company, as amended to the Closing Date;


(2)           that attached to the
Secretary’s Certificate is a true and complete copy of the Bylaws of the
Company, as amended to the Closing Date;


(3)           that attached to the
Secretary’s Certificate are true and complete copies of the resolutions of the
Board of Directors of the Company (the “Inovio Board”) authorizing the
execution, delivery and performance of this Agreement and the other Transaction
Documents, instruments and certificates required to be executed by it in
connection herewith and approving the consummation of the transactions in the
manner contemplated hereby and by the other Transaction Documents including,
but not limited to, the authorization and issuance of the Put, the Exchange
Shares, the Exchange Warrants and the Exchange Warrant Shares on the terms set
forth herein;



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(4)           the names and true
signatures of the officers of the Company signing this Agreement and all other
documents executed on behalf of the Company to be delivered in connection with
this Agreement; and


(5)           such other matters as
the Lead Purchaser may reasonably request;


(H)          Confirmation from AMEX
or written confirmation from the Company, based upon (and summarizing) a discussion
with AMEX confirming, that the Company’s issuance of the Exchange
Consideration, the structure of the transactions contemplated by this Agreement
and the Inovio Financing, and the pricing of the Securities does not require
approval of the Company’s stockholders;


(I)            A certificate executed
by the chief executive officer of the Company stating that the representations
and warranties of the Company hereunder are true and correct as of the Closing
Date and that the Company has performed all obligations to be performed prior
to such date; and


(J)            A certificate of good
standing of the Company as of a recent date.


(v)           AMEX shall have
notified the Company that the Exchange Shares, the Exchange Warrant Shares, the
shares of the Common Stock to be purchased in the Inovio Financing and the
shares of the Common Stock issuable upon exercise of the warrants to be issued
in the Inovio Financing have been approved for listing on AMEX.


(b)           The obligations of IAPL
to issue and allot the Shares to each Purchaser hereunder are subject to the
satisfaction or waiver by IAPL of each of the following conditions:


(i)            All representations
and warranties of such Purchaser contained herein shall remain true and correct
as of the Closing Date and all covenants of such Purchaser shall have been
performed if due prior to such date.


(ii)           There shall have been
delivered into escrow, pursuant to the Closing Escrow Agreement, Subscription
Amounts in cash of at least US$4,000,000.


(iii)          The Company shall have
obtained confirmation from AMEX that the Company’s issuance of the Exchange
Consideration, the structure of the transactions contemplated by this Agreement
and the Inovio Financing, and the pricing of the Securities does not require
approval of the Company’s stockholders.


(iv)          On the Closing Date,
such Purchaser shall have delivered or caused to be delivered to IAPL the
following:


(A)          this Agreement duly
executed by such Purchaser, accompanied by an Application for Shares, in the
form attached hereto as Exhibit J, duly executed by such Purchaser;



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(B)           the Closing Escrow
Agreement duly executed by such Purchaser, or the Lead Purchaser on behalf of
such Purchaser; and


(C)           such Purchaser’s
Subscription Amount by wire transfer to IAPL pursuant to the Closing Escrow
Agreement.


(v)           The Majority Purchasers
shall have delivered or caused to be delivered to IAPL written notice of the
Majority Purchasers’ intended appointee to the IAPL Board.


(c)           The obligation of the
Company to issue the Put hereunder are subject to the satisfaction or waiver by
the Company of each of the following conditions:


(i)            All representations
and warranties of such Purchaser contained herein shall remain true and correct
as of the Closing Date and all covenants of such Purchaser shall have been
performed if due prior to such date;


(ii)           There shall have been
delivered into escrow, pursuant to the Closing Escrow Agreement, Subscription
Amounts in cash of at least US$4,000,000;


(iii)          The Company shall have
obtained confirmation from AMEX that the Company’s issuance of the Exchange
Consideration, the structure of the transactions contemplated by this Agreement
and the Inovio Financing, and the pricing of the Securities does not require
approval of the Company’s stockholders;


(iv)          On the Closing Date,
such Purchasers shall have delivered or caused to be delivered to the Company
the following:


(A)          this Agreement duly
executed by such Purchaser;


(B)           the Registration Rights
Agreement duly executed by such Purchaser; and


(C)           the Closing Escrow
Agreement duly executed by such Purchaser, or the Lead Purchaser on behalf of
such Purchaser.


Notwithstanding the
foregoing, in the event that the conditions set forth in Sections
2.2(a)(iv)(H), 2.2(b)(iii) and 2.2(c)(iii) shall not be satisfied by the date
60 business days after the date of this Agreement, none of the parties hereto
shall be obligated to consummate the transactions contemplated by this
Agreement and any items delivered pursuant to this Section 2.2 shall be
returned by the Escrow Agent to the appropriate party pursuant to the terms of
the Closing Escrow Agreement.


ARTICLE
III.

REPRESENTATIONS AND WARRANTIES


3.1           Representations
and Warranties of the Company. 
Except as set forth in the Disclosure Schedules, which Disclosure
Schedules shall be deemed a part hereof, the Company



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hereby make the
representations and warranties set forth below to each Purchaser as of the date
hereof and as of the Closing Date:


(a)           Subsidiaries.  All of the direct and indirect subsidiaries
of the Company are set forth on Schedule 3.1(a).  The Company owns, directly or indirectly, all
of the capital stock or other equity interests of each Subsidiary free and
clear of any Liens, and all the issued and outstanding shares of capital stock
of each Subsidiary are validly issued and are fully paid, non-assessable and
free of preemptive and similar rights to subscribe for or purchase securities.


(b)           Organization and Qualification.  Each of the Company and the Subsidiaries is
an entity duly incorporated or otherwise organized, validly existing and in
good standing under the laws of the jurisdiction of its incorporation or
organization (as applicable), with the requisite power and authority to own and
use its properties and assets and to carry on its business as currently
conducted.  Neither the Company nor any
Subsidiary is in violation or default of any of the provisions of its
respective certificate or articles of incorporation, bylaws or other
organizational or charter documents. 
Each of the Company and the Subsidiaries is duly qualified to conduct
business and is in good standing as a foreign corporation or other entity in
each jurisdiction in which the nature of the business conducted or property
owned by it makes such qualification necessary, except where the failure to be
so qualified or in good standing, as the case may be, would not result in a
Material Adverse Effect and no Proceeding has been instituted in any such
jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or
curtail such power and authority or qualification.


(c)           Authorization; Enforcement.  The Company has the requisite corporate power
and authority to enter into and to consummate the transactions contemplated by
each of the Transaction Documents and otherwise to carry out its obligations
thereunder.  No approval by the Company’s
stockholders is required for the consummation of the transaction contemplated
by the Transaction Documents, including the issuance and sale of the
Transaction Documents.  The execution and
delivery of each of the Transaction Documents by the Company and the
consummation by it of the transactions contemplated thereby (including the
issuance and sale of the Exchange Consideration) have been duly authorized by
all necessary action on the part of the Company and no further action is
required by the Company in connection therewith other than in connection with
the Required Approvals (as defined in Section 3.1(e)).  Each Transaction Document has been (or upon
delivery will have been) duly executed by the Company and, when delivered in
accordance with the terms hereof, will constitute the valid and binding
obligation of the Company enforceable against the Company in accordance with
its terms except (i) as limited by applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting
enforcement of creditors’ rights generally, (ii) as limited by laws relating to
the availability of specific performance, injunctive relief or other equitable
remedies and (iii) insofar as indemnification and contribution provisions may
be limited by applicable law.


(d)           No Conflicts.  The execution, delivery and performance of
the Transaction Documents by the Company, the issuance and sale of the Exchange
Consideration and the consummation by the Company of the other transactions
contemplated thereby do not and will not (i) conflict with or violate any
provision of the Company’s or any Subsidiary’s certificate or articles of
incorporation, bylaws or other organizational or charter documents, or (ii)
conflict



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with, or constitute a default (or an event that with notice or lapse of
time or both would become a default) under, result in the creation of any Lien
upon any of the properties or assets of the Company or any Subsidiary, or give
to others any rights of termination, amendment, acceleration or cancellation
(with or without notice, lapse of time or both) of, any agreement, credit
facility, debt or other instrument (evidencing a Company or Subsidiary debt or
otherwise) or other understanding to which the Company or any Subsidiary is a
party or by which any property or asset of the Company or any Subsidiary is
bound or affected, or (iii) subject to the Required Approvals, conflict with or
result in a violation of any law, rule, regulation, order, judgment,
injunction, decree or other restriction of any court or governmental authority
to which the Company or a Subsidiary is subject (including assuming the
accuracy of the representations and warranties of the Purchasers set forth in
Section 3.3 hereof, federal and state securities laws and regulations), or by
which any property or asset of the Company or a Subsidiary is bound or
affected, or (iv) conflict with or violate the terms of any agreement by which
the Company or any Subsidiary is bound or to which any property or asset of the
Company or any Subsidiary is bound or affected; except in the case of each of
clauses (ii) and (iii), such as would not result in a Material Adverse Effect.


(e)           Filings, Consents and Approvals.  The Company is not required to obtain any
consent, waiver, authorization or order of, give any notice to, or make any
filing or registration with, any court or other federal, state, local or other
governmental authority or other Person in connection with the execution,
delivery and performance by the Company of the Transaction Documents (including
the issuance and sale of the Exchange Consideration), other than (i) filings
required pursuant to Section 5.4 of this Agreement, (ii) the filing with the
Commission of the Registration Statement, and (iii) application(s) to each AMEX
for the listing of the Exchange Shares and Exchange Warrant Shares for trading
thereon in the time and manner required thereby (collectively, the “Required
Approvals”).


(f)            Issuance of the Securities.  The Put, the Exchange Shares and the Exchange
Warrants are duly authorized and, when issued in accordance with Sections 4.2
and 4.3 hereof`, will be duly and validly issued, fully paid and nonassessable,
free and clear of all Liens imposed by the Company other than restrictions on
transfer provided for in the Transaction Documents.  The Exchange Warrant Shares, when issued in
accordance with the terms of the Exchange Warrants, will be validly issued,
fully paid and nonassessable, free and clear of all Liens imposed by the
Company.  The Company has reserved from
its duly authorized capital stock the maximum number of shares of Common Stock
issuable pursuant to this Agreement and the Exchange Warrants.


(g)           Capitalization.  The number of authorized and outstanding
shares of the Company’s capital stock, and Common Stock Equivalents of the
Company, before giving effect to the transactions contemplated herein,
including the Collateral Transactions (as defined in Section 3.3(l)), is as described in the Company’s
most recent periodic report filed with the Commission.  The Company has not issued any capital stock
(including, without limitation, any Common Stock Equivalents) since such filing
other than pursuant to the exercise of employee stock options under the Company’s
stock option plans, the issuance of shares of Common Stock to employees
pursuant to the Company’s employee stock purchase plan and pursuant to the
conversion or exercise of outstanding Common Stock Equivalents.  All of the outstanding shares of capital
stock of the Company are validly issued, fully paid and nonassessable. Except



 12
 






 



as set forth in Schedule 3.1(g), there are no stockholders
agreements, voting agreements or other similar agreements with respect to the
Company’s capital stock to which the Company is a party or, to the knowledge of
the Company, between or among any of the Company’s stockholders. Except as set
forth in Schedule 3.1(g), none of the stockholders of the Company
possess any preemptive rights in respect of the Securities.  Except as disclosed in Schedule 3.1(g),
neither the Company nor any of its Affiliates or any other Person acting on
behalf of the Company has repurchased any of the Company’s outstanding Common
Stock or Common Stock Equivalents since December 31, 2005.


(h)           SEC Reports; Financial Statements.  The Company has filed all reports required to
be filed by it under the Securities Act and the Exchange Act, including,
without limitation, pursuant to Section 13(a) or 15(d) thereof and including,
without limitation, any registration statements or prospectuses filed by the
Company, during the thirty-six months preceding the date hereof (or such
shorter period as the Company was required by law to file such material) (the
foregoing materials, including the exhibits thereto, being collectively
referred to herein as the “SEC Reports”) on a timely basis or has
received a valid extension of such time of filing and has filed any such SEC
Reports prior to the expiration of any such extension.  As of their respective dates, the SEC Reports
complied in all material respects with the requirements of the Securities Act
and the Exchange Act and the rules and regulations of the Commission
promulgated thereunder, and none of the SEC Reports, when filed, contained any
untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading.  The SEC Reports, when taken
as a whole, do not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary in order to
make the statements therein, in light of the circumstances under which they
were made, not misleading.   The
financial statements of the Company included in the SEC Reports comply in all
material respects with applicable accounting requirements and the rules and
regulations of the Commission with respect thereto as in effect at the time of
filing.  Such financial statements have
been prepared in accordance with United States generally accepted accounting
principles applied on a consistent basis during the periods involved (“GAAP”),
except as may be otherwise specified in such financial statements or the notes
thereto and except that unaudited financial statements may not contain all footnotes
required by GAAP or may be condensed or summary statements, and fairly present
in all material respects the financial position of the Company and its
consolidated subsidiaries as of and for the dates thereof and the results of
operations and cash flows for the periods then ended, subject, in the case of
unaudited statements, to normal, year-end audit adjustments.  There are no pending internal investigations
(including investigations by any committee of the Board of Directors) relating
to any accounting or internal controls matters, including without limitation,
stock option pricing and grant procedures.


(i)            Material Changes.  Since December 31, 2005, except as
disclosed in the SEC Reports filed since December 31, 2005 including exhibits
thereto filed or incorporated by reference therein (the “Recent Reports”),
or set forth in Schedule 3.1(i), (i) there has been no event, occurrence
or development that has had or that could result in a Material Adverse Effect,
(ii) neither the Company nor any Subsidiary has incurred any liabilities
(contingent or otherwise) other than (A) trade payables and accrued expenses
incurred in the ordinary course of business consistent with past practice and
(B) liabilities not required to be reflected in the



 13
 






 



Company’s financial statements pursuant to GAAP or required to be
disclosed in filings made with the Commission, (iii) the Company has not
altered its method of accounting, and (iv) the Company has not declared or made
any dividend or distribution of cash or other property to its stockholders.


(j)            Litigation.  There is no action, suit, inquiry, notice of
violation, proceeding or investigation pending or, to the knowledge of the
Company, threatened against or affecting the Company, any Subsidiary or any of
their respective properties before or by any court, arbitrator, governmental or
administrative agency or regulatory authority (federal, state, county, local or
foreign) (collectively, an “Action”) other than (i) Actions described in
the Disclosure Schedules, and (ii) Actions which did not exist, and were not
known to the Company, as of the date of this Agreement and which (i) adversely
affects or challenges the legality, validity or enforceability of any of the
Transaction Documents or the Securities or (ii) if there were an unfavorable
decision, would result in a Material Adverse Effect.  Neither the Company nor any Subsidiary, nor
any director or officer thereof, is or has been the subject of any Action
involving a claim of violation of or liability under federal or state
securities laws or a claim of breach of fiduciary duty.  There has not been, and to the knowledge of
the Company, there is not pending or contemplated, any investigation by the
Commission involving the Company or any current or former director or officer of
the Company.  The Commission has not
issued any stop order or other order suspending the effectiveness of any
registration statement filed by the Company or any Subsidiary under the
Securities Act.


(k)           Labor Relations.  No material labor dispute exists or, to the
knowledge of the Company, is imminent with respect to any of the employees of
the Company which would result in a Material Adverse Effect.


(l)            Compliance.  Neither the Company nor any Subsidiary (i) is
in default under or in violation of (and no event has occurred that has not
been waived that, with notice or lapse of time or both, would result in a
default by the Company or any Subsidiary under), nor has the Company or any
Subsidiary received notice of a claim that it is in default under or that it is
in violation of, any indenture, loan or credit agreement or any other agreement
or instrument to which it is a party or by which it or any of its properties is
bound (whether or not such default or violation has been waived), (ii) is in
violation of any order of any court, arbitrator or governmental body, or (iii)
is or has been in violation of any statute, rule or regulation of any
governmental or regulatory authority, including without limitation all foreign,
federal, state and local laws and all rules and regulations of any Trading
Market, in each case, applicable to its business or assets except in each case
as would not have a Material Adverse Effect.


(m)          Regulatory Requirements.  The Company and the Subsidiaries possess all
certificates, authorizations and permits issued by the appropriate federal,
state, local or foreign regulatory authorities necessary to conduct their
respective businesses as described in the Recent Reports, except where the
failure to possess such permits would not result in a Material Adverse Effect (“Material
Permits”), and neither the Company nor any Subsidiary has received any
notice of proceedings relating to the revocation or modification of any
Material Permit.  All the Material
Permits have been duly issued or obtained and are in full force and effect, and
the Company and its Subsidiaries are in material compliance with the terms of
all the Material Permits. The Company and its Subsidiaries have not engaged in
any activity that, to their



 14
 






 



knowledge, would cause revocation or suspension of any such Material
Permits. The Company has no knowledge of any facts which could reasonably be
expected to cause the Company to believe that the Material Permits will not be
renewed by the appropriate governmental authorities in the ordinary course.
Neither the execution, delivery nor performance of this Agreement shall
adversely affect the status of any of the Material Permits.


(n)           Title to Assets.  The Company and the Subsidiaries have good
and marketable title in fee simple to all real property owned by them that is
material to the business of the Company and the Subsidiaries and good and
marketable title in all personal property owned by them that is material to the
business of the Company and the Subsidiaries, in each case free and clear of
all Liens, except for Liens as do not materially affect the value of such
property and do not materially interfere with the use made and proposed to be
made of such property by the Company and the Subsidiaries and Liens for the
payment of federal, state or other taxes, the payment of which is neither
delinquent nor subject to penalties.  Any
real property and facilities held under lease by the Company and the
Subsidiaries are held by them under valid, subsisting and enforceable leases of
which the Company and the Subsidiaries are in compliance.


(o)           Intellectual Property


(i)            The Company or a Subsidiary thereof has the
right to use or is the sole and exclusive owner of all right, title and
interest in and to all material foreign and domestic patents, patent rights,
trademarks, service marks, trade names, brands and copyrights (whether or not
registered and, if applicable, including pending applications for registration)
owned, used or controlled by the Company and its Subsidiaries (collectively,
the “Intellectual Property Rights”) and in and to each material
invention, software, trade secret, technology, product, composition, formula
and method of process used by the Company or its Subsidiaries (the Intellectual
Property Rights and such other items, the “Intellectual Property”), and,
to the Company’s knowledge, has the right to use the same, free and clear of
any claim or conflict with the rights of others;


(ii)           no royalties or fees (license or otherwise)
are payable by the Company or its Subsidiaries to any Person by reason of the
ownership or use of any of the Intellectual Property except as set forth on Schedule
3.1(o);


(iii)          there have been no claims made against the
Company or its Subsidiaries asserting the invalidity, abuse, misuse, or
unenforceability of any of the Intellectual Property, and, to its knowledge,
there are no reasonable grounds for any such claims;


(iv)          neither the Company nor its Subsidiaries have
made any claim of any violation or infringement by others of its rights in the
Intellectual Property, and to the best of the Company’s knowledge, no
reasonable grounds for such claims exist; and


(v)           neither the Company nor its Subsidiaries
have received notice that it is in conflict with or infringing upon the
asserted rights of others in connection with the Intellectual Property.



 15
 






 



(p)           Insurance.  The Company and the Subsidiaries are insured
by insurers of recognized financial responsibility against such losses and
risks and in such amounts as are prudent and customary in the businesses in
which the Company and the Subsidiaries are engaged. To the best of Company’s
knowledge, such insurance contracts and policies are accurate and
complete.  During the 12 months prior to
the date hereof, neither the Company nor any Subsidiary has received any notice
from any of its insurers that it will not be able to renew its existing
insurance coverage as and when such coverage expires.


(q)           Transactions With Affiliates and
Employees.  Except as set forth in
the Recent Reports, none of the officers or directors of the Company and, to
the knowledge of the Company, none of the employees of the Company is presently
a party to any transaction with the Company or any Subsidiary (other than for
services as employees, officers and directors), including any contract, agreement
or other arrangement providing for the furnishing of services to or by,
providing for rental of real or personal property to or from, or otherwise
requiring payments to or from any officer, director or such employee or, to the
knowledge of the Company, any entity in which any officer, director, or any
such employee has a substantial interest or is an officer, director, trustee or
partner, in each case in excess of $60,000, other than (i) for payment of
salary or consulting fees for services rendered, (ii) reimbursement for
expenses incurred on behalf of the Company and (iii) for other employee
benefits, including stock option agreements under any stock option plan of the
Company.


(r)            Sarbanes-Oxley; Internal Accounting
Controls.  The Company is in material
compliance with all provisions of the Sarbanes-Oxley Act of 2002 which are
applicable to it as of the Closing Date. 
The Company and the Subsidiaries
maintain a system of internal accounting controls sufficient to provide
reasonable assurance that (i) transactions are executed in accordance with
management’s general or specific authorizations, (ii) transactions are recorded
as necessary to permit preparation of financial statements in conformity with
GAAP and to maintain asset accountability, (iii) access to assets is permitted
only in accordance with management’s general or specific authorization, and
(iv) the recorded accountability for assets is compared with the existing
assets at reasonable intervals and appropriate action is taken with respect to
any differences. The Company has established disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and
designed such disclosure controls and procedures to ensure that material
information relating to the Company, including its subsidiaries, is made known
to the certifying officers by others within those entities, particularly during
the period in which the Company’s most recently filed periodic report under the
Exchange Act, as the case may be, is being prepared.  The Company’s certifying officers have
evaluated the effectiveness of the Company’s controls and procedures as of the
date prior to the filing date of the most recently filed periodic report under
the Exchange Act (such date, the “Evaluation Date”).  The Company presented in its most recently
filed periodic report under the Exchange Act the conclusions of the certifying
officers about the effectiveness of the disclosure controls and procedures
based on their evaluations as of the Evaluation Date.  Since the Evaluation Date, there have been no
significant changes in the Company’s internal controls (as such term is defined
in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company’s
knowledge, in other factors that would significantly adversely affect the
Company’s internal controls.  As of the
date of this Agreement, the Company has not determined, nor has it been advised
in writing by its independent accounting



 16
 






 



firm, at any time after December 31, 2005
through the date of this Agreement, that there are any material weaknesses in
the Company’s internal controls.


(s)           Regulatory Authorities.  Without limiting the generality of the
representations and warranties made in the paragraphs above and below, the
Company represents and warrants that (i) the Company and each of its
Subsidiaries is in material compliance with all applicable provisions of the
United States Federal Food, Drug, and Cosmetic Act and the rules and
regulations promulgated thereunder (the “FDC Act”) and equivalent laws,
rules and regulations in jurisdictions outside the United States in which the
Company or its Subsidiaries do business, (ii) its products and those of each of
its Subsidiaries that are in the Company’s control are not adulterated or
misbranded and are in lawful distribution, (iii) all of the products marketed
by and within the control of the Company comply in all material respects with
any conditions of approval and the terms of the application by the Company to
the appropriate Regulatory Authorities (as defined below), (iv) to the
knowledge of the Company and its Subsidiaries, no Regulatory Authority has
initiated legal action with respect to the manufacturing of the Company’s
products, such as seizures or required recalls, and the Company uses best efforts
to comply with applicable good manufacturing practice regulations, (v) its
products are labeled and promoted by the Company and its representatives in
substantial compliance with the applicable terms of the marketing applications
submitted by the Company to the Regulatory Authorities and the provisions of
the FDC Act and foreign equivalents, (vi) all adverse events that were known to
and required to be reported by Company to the Regulatory Authorities have been
reported to the Regulatory Authorities in a timely manner, (vii) neither the
Company nor any of its Subsidiaries is, to their knowledge, employing or
utilizing the services of any individual who has been debarred under the FDC
Act or foreign equivalents, (viii) all stability studies required to be
performed for products distributed by the Company or any of its Subsidiaries
have been completed or are ongoing in material compliance with the applicable
Regulatory Authority requirements, (ix) any products exported by the Company or
any of its Subsidiaries have been exported in compliance with the FDC Act and
(x) the Company and its Subsidiaries are in compliance in all material respects
with all applicable provisions of the Controlled Substances Act.  As used herein, “Regulatory Authority”
means any governmental authority in a country or region that regulates the
manufacture or sale of Company’s products, including, but not limited to, the
United States Food and Drug Administration.


(t)            Certain Fees.  Except as set forth in Schedule 3.1(t)
and Section 4.1(c), no brokerage or finder’s fees or commissions are or will be
payable by the Company to any broker, financial advisor or consultant, finder,
placement agent, investment banker, bank or other Person with respect to the
transactions contemplated by this Agreement. 
Except as set forth in Section 4.1(c), the Purchasers shall have no
obligation with respect to any fees or with respect to any claims made by or on
behalf of other Persons for fees of a type contemplated in this Section that
may be due in connection with the transactions contemplated by this Agreement.


(u)           Regulation S. Assuming the
accuracy of the Purchasers’ representations and warranties set forth in Section
3.3, no registration under the Securities Act is required for the offer and
sale of the Securities by the Company to the Purchasers as contemplated hereby.
Neither the Company nor any of its Affiliates nor any person acting on its
behalf has engaged in any “directed selling efforts,” as that term is defined
in Rule 902 of Regulation S of the



 17
 






 



Securities Act, in connection with the offering of the Securities. The
Company has offered the Securities for sale only to the Purchasers, all of whom
are not “U.S. Persons,” within the meaning of Rule 902 of
Regulation S under the Securities Act.


(v)           Investment Company. The Company is
not, and is not an Affiliate of, and immediately after receipt of payment for
the Shares, will not be or be an Affiliate of, an “investment company” within
the meaning of the Investment Company Act of 1940, as amended.  The Company shall conduct its business in a
manner so that it will not become subject to the Investment Company Act.


(w)          Listing and Maintenance Requirements.  The Company’s Common Stock is registered
pursuant to Section 12(b) of the Exchange Act, and the Company has taken no
action designed to, or which to its knowledge is likely to have the effect of,
terminating the registration of the Common Stock under the Exchange Act nor has
the Company received any notification that the Commission is contemplating terminating
such registration.  The Company has not,
in the 12 months preceding the date hereof, received notice from any Trading
Market on which the Common Stock is or has been listed or quoted to the effect
that the Company is not in compliance with the listing or maintenance
requirements of such Trading Market.


(x)            Form S-3 Eligibility.  Assuming the accuracy of the Purchasers’
representations and warranties set forth in Section 3.3 upon the full exercise
of the Put, the full exercise of the Call or the Automatic Exchange Date, the
Company is eligible to register the resale of the Exchange Shares and Exchange
Warrant Shares by the Purchasers under Form S-3 promulgated under the
Securities Act and the Company hereby covenants and agrees to use reasonable best
efforts to maintain its eligibility to use Form S-3 until the Registration
Statement covering the resale of the Exchange Shares and Exchange Warrant
Shares shall have been filed with, and declared effective by, the Commission.


(y)           Taxes.  Except for matters that would not,
individually or in the aggregate, would result in a Material Adverse Effect,
the Company and each Subsidiary has filed all necessary federal, state and
foreign income and franchise tax returns and has paid or accrued all taxes
shown as due thereon, and the Company has no knowledge of a tax deficiency
which has been asserted or threatened against the Company or any Subsidiary.


(z)            Foreign Corrupt Practices.  Neither the Company, nor to the knowledge of
the Company, any agent or other person acting on behalf of the Company, has (i)
directly or indirectly, used any funds for unlawful contributions, gifts,
entertainment or other unlawful expenses related to foreign or domestic
political activity, (ii) made any unlawful payment to foreign or domestic
government officials or employees or to any foreign or domestic political
parties or campaigns from corporate funds, (iii) failed to disclose fully any
contribution made by the Company (or made by any person acting on its behalf of
which the Company is aware) which is in violation of law, or (iv) violated in
any material respect any provision of the Foreign Corrupt Practices Act of
1977, as amended.


(aa)         Antitakeover Provisions. The Company
and its Board of Directors have taken all necessary action, if any, in order to
render inapplicable any control share acquisition, business combination, poison
pill (including any distribution under a rights agreement) or other



 18
 






 



similar anti-takeover provision under the Company’s Certificate of
Incorporation (or similar charter documents) or the laws of its state of
incorporation that is or could become applicable to the Purchasers as a result
of the Purchasers and the Company fulfilling their obligations or exercising
their rights under this Agreement or any of the Transaction Documents or under
the agreements relating to the Collateral Transactions, including, without
limitation, as a result of the Company’s issuance of the Securities and the
Warrants and the Purchasers’ ownership of the Securities and the Warrants.


The Purchasers each
acknowledge and agree that the Company does not make or has not made any
representations or warranties with respect to the transactions contemplated
hereby other than those set forth in this Agreement and in the other
Transaction Documents.


3.2           Representations and Warranties of IAPL.  Except as set forth in the Disclosure
Schedules, which Disclosure Schedules shall be deemed a part hereof, IAPL
hereby makes the representations and warranties set forth below to each
Purchaser as of the date hereof and as of the Closing Date:


(a)           Incorporation and Qualification.  IAPL is an entity duly incorporated and
validly existing under the laws of the Republic of Singapore, with the
requisite power and authority to own and use its properties and assets and to
carry on its business as contemplated by the Company and IAPL in the License
Agreement (subject to the procurement of all IAPL Material Permits, as defined
in Section 3.2(i)).  IAPL is not in
violation or default of any of the provisions of its Memorandum of Association
and Articles of Association.


(b)           Authorization; Enforcement.  IAPL has the requisite corporate power and
authority to enter into and to consummate the transactions contemplated by each
of the Transaction Documents required to be executed by it in connection with
this Agreement and otherwise to carry out its obligations thereunder.  The execution and delivery of such
Transaction Documents by IAPL and the consummation by it of the transactions
contemplated thereby have been duly authorized by all necessary action on the
part of IAPL and no further action is required by IAPL in connection therewith,
other than as explicitly set forth in Section 3.2(d) of this Agreement.  Each such Transaction Document, to the extent
required, has been (or upon delivery thereof will have been) duly executed by
IAPL and, when delivered in accordance with the terms hereof, will constitute
the valid and binding obligation of IAPL enforceable against IAPL in accordance
with its terms except (i) as limited by applicable time bar, bankruptcy,
insolvency, reorganization, moratorium and other laws of general application
affecting enforcement of creditors’ rights generally, (ii) as limited by laws
relating to the availability of specific performance, injunctive relief or
other equitable remedies and (iii) insofar as indemnification and contribution
provisions may be limited by applicable law.


(c)           No Conflicts.  The execution, delivery and performance of
the Transaction Documents required to be executed by it in connection with this
Agreement by IAPL, the issuance and allotment of the Shares and the
consummation by the Company of the other transactions contemplated thereby do
not and will not (i) conflict with or violate any provision of IAPL’s
Memorandum of Association or Articles of Association, or (ii) subject to the
approvals set forth in Section 3.2(d), conflict with or result in a violation
of any law, rule, regulation, order, judgment, injunction, decree or other
restriction of any court or governmental



 19
 






 



authority to which IAPL is subject (including assuming the accuracy of
the representations and warranties of the Purchasers set forth in Section 3.3
hereof, the securities laws and regulations of the Republic of Singapore), or
by which any property or asset of IAPL is bound or affected, except in the case
of clause (ii) such as would not result in a Material Adverse Effect.


(d)           Filings, Consents and Approvals.  IAPL is not required to obtain any consent,
waiver, authorization or order of, give any notice to, or make any filing or
registration with, any court or other governmental authority in the Republic of
Singapore or other Person in connection with the execution, delivery and
performance by IAPL of the Transaction Documents required to be executed by it
in connection with this Agreement, other than filing or lodging such notices,
returns and other documents as may be required by the Accounting and Corporate
Regulatory Authority of Singapore.


(e)           Issuance of the Shares.  The Shares, when issued and paid for in accordance
with the Transaction Documents, will be duly and validly issued, fully paid and
nonassessable, and on allotment rank pari passu in all respects with the
existing Ordinary Shares of IAPL, free and clear of all Liens imposed by IAPL
other than restrictions on transfer provided for in the Memorandum of
Association and the Articles of Association of IAPL and the Transaction
Documents.


(f)            Capitalization.  The share capital of IAPL consists of [                    ]
Ordinary Shares and no preference shares, of which [                    ]
Ordinary Shares are issued and fully paid up prior to the Closing of the
transactions contemplated herein.


(g)           Litigation.  There are no Actions pending or, to the
knowledge of IAPL, threatened against or affecting IAPL which adversely affects
or challenges the legality, validity or enforceability of any of the
Transaction Documents required to be executed by it in connection with this
Agreement or the Shares such as would result in a Material Adverse Effect.


(h)           Compliance.  IAPL (i) is not in violation of any order of
any court, arbitrator or governmental body of the Republic of Singapore, except
as would not have a Material Adverse Effect, or (ii) is not in violation of any
statute, rule or regulation of any governmental or regulatory authority of the
Republic of Singapore applicable to its business or assets, except as would not
have a Material Adverse Effect.


(i)            Regulatory Requirements.  IAPL is seeking all material authorizations,
consents, approvals, franchises, licenses and permits required under applicable
law or regulation for the operation of its business as contemplated by the
Company and IAPL in the License Agreement (the “IAPL Material Permits”).


(j)            Certain Fees.  No brokerage or finder’s fees or commissions
are or will be payable by IAPL to any broker, financial advisor or consultant,
finder, placement agent, investment banker, bank or other Person with respect
to the transactions contemplated by this Agreement.  Except as set forth in Section 4.1(b), the Purchasers
shall have no obligation with respect to any fees or with respect to any claims
made by or on behalf of other Persons for fees of a type contemplated in this
Section that may be due in connection with the transactions contemplated by
this Agreement.



 20














 


(k)           Prospectus Requirements.  Assuming the accuracy and compliance of the
Purchasers’ representations, warranties and undertakings set forth in Sections
3.3 and 5.3, the issuance and allotment of the Shares by IAPL as contemplated
hereby are not subject to a prospectus registration requirement under the
Securities and Futures Act.


The Purchasers each acknowledge and agree that IAPL
does not make or has not made any representations or warranties with respect to
the transactions contemplated hereby other than those set forth in this
Agreement and in the other Transaction Documents required to be executed by
IAPL in connection with this Agreement .


3.3           Representations and
Warranties of the Purchasers.  Each
Purchaser hereby, for itself and for no other Purchaser, represents and
warrants as of the date hereof, as of the Closing Date and as of the date of
exercise of the Call, the exercise of the Put, or the occurrence of the
Automatic Exchange Date, as the case may be, to the Company and IAPL as
follows:


(a)           Organization;
Authority.  Such Purchaser (if other
than a natural person) 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 the
Transaction Documents and otherwise to carry out its obligations thereunder.
The execution and delivery of the Transaction Documents to which such Purchaser
is a party and performance by such Purchaser of the transactions contemplated
thereby have been duly authorized by all necessary corporate or similar action
on the part of such Purchaser.  Each
Transaction Document to which it is a party has been duly executed by such
Purchaser, and when delivered by such Purchaser in accordance with the terms
hereof, will constitute the valid and legally binding obligation of such
Purchaser, enforceable against it in accordance with its terms, except (i) as
limited by applicable bankruptcy, insolvency, reorganization, moratorium and
other laws of general application affecting enforcement of creditors’ rights
generally, (ii) as limited by laws relating to the availability of specific
performance, injunctive relief or other equitable remedies and (iii) insofar as
indemnification and contribution provisions may be limited by applicable law.


(b)           Offering Outside the
United States; Private Offering in Singapore. (i) Such Purchaser is not a “U.S.
Person” (as defined in Rule 902 of Regulation S under the Securities Act); (ii)
such Purchaser was physically outside the United States when the Purchaser was
offered the Securities and when it executed this Agreement; and (iii) such
Purchaser is purchasing the Shares for the Purchaser’s own account and not on
behalf of or for the benefit of any U. S. Person or any other Person, has not
prearranged the sale of the Securities to any buyer in the United States or
Singapore and has no present plan or intention to engage in a distribution of
the Securities in the United States or Singapore at any time; and (v) such
Purchaser is not a distributor or dealer with respect to this transaction.


(c)           Investment Intent.  Such Purchaser understands that the
Securities are “restricted securities” and have not been registered under the
Securities Act, the Securities and Futures Act or any applicable state
securities law.  Such Purchaser is
acquiring the Securities as principal for its own account for investment
purposes only and not with a view to or for distributing or reselling such
Securities or any part thereof, has no present intention of distributing any of
such Securities and has no arrangement or understanding with any other



 21
 






 



persons regarding the distribution of such
Securities (this representation and warranty not limiting such Purchaser’s
right to sell the Securities pursuant to the Registration Statement or
otherwise in compliance the terms of the Securities and with applicable federal
and state securities laws in the United States at any time, provided, however, that such sale is subject to Section 5.3
of this Agreement).  Such Purchaser is
acquiring the Securities hereunder in the ordinary course of its business.


(d)           Experience of Such
Purchaser.  Such Purchaser, 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
Securities, and has so evaluated the merits and risks of such investment.  Such Purchaser is able to bear the economic
risk of an investment in the Securities and, at the present time, is able to
afford a complete loss of such investment.


(e)           No Registration,
Review or Approval.  Such Purchaser
acknowledges and understands that the offering and sale of the Securities to
such Purchaser has not been reviewed or approved by the Commission, the
Monetary Authority of Singapore, by any state or other 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.  Such
Purchaser acknowledges, understands and agrees that the Securities are being
offered and sold pursuant to an offshore offering exemption to the registration
provisions of the Securities Act pursuant to Regulation S promulgated under the
Securities Act.  Such Purchaser
understands that the Company and IAPL are 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 such Purchaser to acquire the Securities.


(f)            Disclosure; Access
to Information.  Such Purchaser, in
offering to purchase and/or otherwise acquire the Securities, has relied upon
an independent investigation made by it and its representatives, if any, and
has, prior to the date hereof, been given access to and the opportunity to
examine all books and records, and all material contracts and documents of the
Company and IAPL, including the Company’s Recent Reports.  In making a decision to purchase and/or
otherwise acquire the Securities, such Purchaser is not relying on any oral or
written representations or assurances from the Company or IAPL, or any
representation of the Company or IAPL, other than as set forth in this
Agreement, public filings of the Company or in a document executed by a duly
authorized representative of the Company or IAPL making reference to this
Agreement.


(g)           No General
Solicitation or Directed Selling Efforts. 
Such Purchaser is not purchasing and/or acquiring the Securities as a
result of any advertisement, article, notice or other communication regarding
the Securities 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. 
Such Purchaser has not engaged in and is not aware of any other person
acting on its behalf having engaged in any “directed selling efforts,” as that
term is defined in Rule 902 of Regulation S of the Securities Act, in
connection with the offering of the Securities. 
The Purchaser has not paid and is not obligated to pay any



 22
 






 



promotional expense in connection with the
purchase and/or acquisition of any Securities other than those incurred for
administrative or professional services.


(h)           Legends.  Such Purchaser understands that certificates
evidencing the Securities, if any, will bear certain restrictive legends as set
forth in Section 5.3(b) below.


(i)            No Short Positions.  Such Purchaser has not entered, during the 30
days prior to the date of this Agreement, and shall not enter, from the date of
this Agreement through 48 hours after the Closing Date, into any Short
Sales.  For purposes of this Section
3.3(i), a “Short Sale” by a Purchaser means a sale of the Company’s
Common Stock that is marked as a short sale and that is executed at a time when
such Purchaser has no equivalent offsetting long position in the Company’s
Common Stock.  For purposes of
determining whether a Purchaser has an equivalent offsetting long position in
the Common Stock, all Common Stock and all Common Stock that would be issuable
upon conversion or exercise in full of all Common Stock Equivalents then held
by such Purchaser (assuming that such Common Stock Equivalents were then fully
convertible or exercisable, notwithstanding any provisions to the contrary, and
giving effect to any conversion or exercise price adjustments scheduled to take
effect in the future) shall be deemed to be held long by such Purchaser.  Other than the Put and the Call as provided
for by this Agreement, such Purchaser and its affiliates do not have any put
option, short position or other similar instrument or position with respect to
any securities of the Company or IAPL.


(j)            Restrictions on
Resale.  Such Purchaser acknowledges
that the transfer, resale or other disposition of the Securities is subject to
the restrictions set forth in Sections 5.2(b) and 5.3 of this Agreement.


(k)           No Legal or Tax
Advice From Company or IAPL.  Such
Purchaser understands and acknowledges that nothing in any materials received
by the Purchaser in connection with the acquisition of the Securities
constitutes legal, tax or investment advice. 
Such Purchaser has had the opportunity to review the Transaction
Documents and the transactions contemplated by the Transaction Documents with
the Purchaser’s own legal counsel and with its own tax advisors, if any.  Such Purchaser is relying solely on such
counsel and tax advisors and not on any statements or representations of the
Company or IAPL or any of the Company’s or IAPL’s agents for legal and tax
advice with respect to this investment and the transactions contemplated by
this Agreement and the other Transaction Documents.  Such Purchaser understands that the Purchaser
(and not the Company or IAPL) shall be solely responsible for any tax liability
of the Purchaser that may arise as a result of this investment or the
transactions contemplated by this Agreement.


(l)            Acknowledgement of
Collateral Transactions with Certain Purchasers. Such Purchaser
acknowledges that the Company will be issuing additional shares of its Common
Stock and warrants to purchase shares of its Common Stock in the Inovio
Financing, pursuant to the terms described on Exhibit F hereto.  Such Purchaser also acknowledges that the
Company will allow certain holders of its outstanding shares of its Series A
and Series C Cumulative Convertible Preferred Stock (“Preferred Stock”)
to exchange pursuant to the applicable certificates of designation shares of
Preferred Stock for shares of the Company’s Common Stock and warrants to
purchase shares of Common Stock in the same terms as



 23
 






 



provided in the Inovio Financing (the “Preferred
Exchange”).  The Inovio Financing and
the Preferred Exchange are together the “Collateral Transactions,” and
such Purchaser intends to participate as a Purchaser in the transaction
contemplated by this Agreement notwithstanding the Collateral Transactions and
notwithstanding that the Company has not offered, and is not permitting, all
Purchasers to engage in the Collateral Transactions.  Each of the Purchasers (other than those
engaging in the Collateral Transactions), waives any right such Purchaser may
otherwise have to engage in the Collateral Transaction or to receive the
consideration from the Company being provided to the Purchasers engaging in the
Collateral Transaction.


(m)          No Liens on Shares.  Such Purchaser further undertakes not to at
any time create a Lien upon its Shares or any portion thereof (not including
the Call under this Agreement). 
Immediately prior to an Exchange, such Purchaser shall be legally and
beneficially entitled to the whole of the interest in its Shares, and there
shall be no Lien whatsoever on any of the Shares.


The Company acknowledges
and agrees that each Purchaser does not make or has not made any
representations or warranties with respect to the transactions contemplated
hereby other than those set forth in this Section 3.3.


ARTICLE
IV.

EXCHANGE OF SHARES


4.1           Right to Exchange of
Shares.  Each Share issued to a
Purchaser pursuant to this Agreement shall be exchangeable for the Exchange
Consideration as follows:


(a)           Exchange Ratio.  Each Share issued to a Purchaser pursuant to
this Agreement shall be exchangeable for one (1) Exchange Shares, plus an
Exchange Warrant exercisable to purchase 0.35 Exchange Warrant Shares (the “Exchange
Ratio”), subject to adjustment for share dividends, share splits,
recapitalizations, reorganizations or similar events undertaken by IAPL, with
respect to its Ordinary Shares, and by the Company with respect to its Common
Stock.  All Shares to be exchanged by a
Purchaser shall be aggregated together in determining the number of Exchange
Shares and Exchange Warrant Shares such Purchaser is entitled to pursuant to an
Exchange.


(b)           Lead Purchaser
Compensation.  The Company agrees to
honor any adjustments to the planned distribution of the Exchange Warrants
agreed to by the Purchasers upon receipt of a written, executed agreement
documenting any such arrangement for compensation of the Lead Purchaser; provided, however, the Company shall not be required to (i)
issue any Exchange Consideration in excess of the aggregate amount otherwise
required pursuant to the Exchange Ratio, as adjusted pursuant to Section 4.1(a)
of this Agreement, and (ii) shall not be required to issue any securities to a
Person who does not meet the requirement for transfer of the Securities
pursuant to Section 5.3 of this Agreement. 
The Lead Purchaser shall indemnify and hold harmless the Company, IAPL,
their Affiliates, each of their officers, directors, partners, employees and
agents and their respective successors and assigns, from and against any and
all third party actions, suits, proceedings, claims, demands, judgments, costs
and expenses (including reasonable legal fees and expenses) or other losses
which are caused by



 24
 






 



or arise out of any such adjustments to the
planned distribution of the Exchange Warrants by the Company.


4.2           Exercise of Exchange
Rights; Notice.


(a)           Automatic Exchange.  On the Automatic Exchange Date, the Company
shall be required and hereby agrees to issue the Exchange Consideration in
exchange for all of the Shares, and each Purchaser shall be required and hereby
agrees to exchange its Shares for the Exchange Consideration as set in Section
4.3 below.


(b)           Mandatory Exchange.  If prior to the Automatic Exchange Date a
third party and the Company enter into any bona fide agreement approved by the
Company Board regarding:


(i)            the Company’s
Intellectual Property Rights pertaining to oncology which would require the
Company to include the Licensed Rights in such agreement, or


(ii)           the merger or sale of
all or substantially all of the assets of the Company or the sale of securities
of the Company in a transaction in which the holders of the Company’s
securities before the transaction would cease to hold more than 50% of the
equity interests of the entity surviving the transaction (each a “Triggering
Event”),


then, the Company shall promptly provide each
Purchaser a written notice of the Triggering Event in substantially the form
attached hereto as Exhibit G (the “Call Notice”).  Upon exercise of the Call, by delivery of
such notice, the Company shall be required and hereby agrees to issue the
Exchange Consideration in exchange for all of the Shares, and each Purchaser
shall be required and hereby agrees to exchange its Shares in consideration for
the Exchange Consideration as set in Section 4.3 below.  The Call may not be exercised for less than
all of the outstanding Shares.


(c)           Exchange Upon a
Terminating Event.  If prior to the
Automatic Exchange Date, either of the following occurs (each a “Terminating
Event”):


(i)            the closing of an
acquisition of IAPL by merger, by sale of all or substantially all of the
assets of IAPL or by sale of securities of IAPL in a transaction in which the
Ordinary Shareholders before the transaction cease to hold more than 50% of the
equity of the entity surviving the transaction,


(ii)           the consummation of a
recapitalization, share reorganization or other event as a result of which the
Shares would be converted into or exchanged for other securities or assets,
other than pursuant to this Section 4.2 and Section 4.3, or


(iii)          the closing of an
initial public offering of securities of IAPL,


the Company must provide each Purchaser a written
notice of the Terminating Event at least 90 calendar days prior to the closing
of the Terminating Event including all relevant and pertinent information
regarding such Terminating Event (including without limitation price and
consideration, name and nature of business of the acquiring party and
conditions to closing).



 25
 






 



Upon receipt of notice of a Terminating Event, each
Purchaser may exercise its Put by providing the Company written notice in the
substantially the form attached hereto as Exhibit H (the “Put
Notice”); the exercise of the Put may be conditioned upon the actual
closing of the Terminating Event for which notice was provided.  Upon exercise of the Put, the Company shall
be required and hereby agrees to issue the Exchange Consideration in exchange
for all of the Shares held by such Purchaser, and each Purchaser shall be
required and hereby agrees to exchange its Shares in consideration for the Exchange
Consideration as set forth in Section 4.3 below. The Put may not be exercised
for less than all of the Shares held by such Purchaser.


(d)           Exchange Upon a
Company Distribution.  If prior to
the Automatic Exchange Date, the Company approves and pays or issues a dividend
or other distribution on its capital stock (a “Company Distribution”),
the Company must provide each Purchaser at least 60 days prior written notice
of such Company Distribution and the details and circumstances surrounding the
same.  Upon receipt of notice of a
Company Distribution, each Purchaser may exercise its Put by providing the
Company a Put Notice; the exercise of the Put may be conditioned upon the
actual payment or issuance of the Company Distribution for which notice was provided.  Upon exercise of the Put, the Company shall
be required and hereby agrees to issue the Exchange Consideration in exchange
for all of the Shares held by such Purchaser, and each Purchaser shall be
required and hereby agrees to exchange its Shares in consideration for the
Exchange Consideration as set forth in Section 4.3 below. The Put may not be
exercised for less than all of the Shares held by such Purchaser.


(e)           No Optional Exchange.  Except as set forth in Sections 4.2(a)-(d)
above, there shall be no exercise of the Call or the Put.


(f)            Confidentiality.  Each Purchaser hereby:


(i)            agrees to maintain in
confidence any and all of the facts and circumstances of any Triggering Event
or Terminating Event set forth in a notice pursuant to Sections 4.2(b) and (c)
or otherwise made known to it by or through IAPL, the Company or any officer,
director, employee, stockholder or agent thereof (the “Information”)
until forty-eight (48) hours after the Company makes such Information publicly
available to all of the Ordinary Shareholders and all of the Company’s
stockholders;


(ii)           acknowledges that until
the Company makes a filing with the Commission pertaining to such Information
or broadly disseminates a press release making any such Information publicly
available, that such information constitutes material non-public information;
and


(iii)          agrees not to acquire
(other than pursuant to the Put, the Call or upon the Automatic Exchange or
upon exercise of the Exchange Warrants, or in connection with the Inovio Financing
or exercise of any of the warrants issued in the Inovio Financing) or sell any
of the Company’s securities until forty-eight (48) hours after the Company
makes a filing with the Commission pertaining to such Information or broadly
disseminates a press release making any such Information publicly available or
the Purchaser receives notice from the Company that the Triggering Event or
Terminating Event will not occur (and the Company



 26
 






 



agrees to promptly notify each Purchaser if
it determines that a Triggering Event or Terminating Event of which the Company
previously notified the Purchasers will not occur).


4.3           Procedures for
Exchange.


(a)           The date of the Call
Notice or Put Notice, as applicable, shall be the effective date for the
exercise of the Call or Put, respectively, and the effective date of the
Exchange under Section 4.3(d) below (or if not a business day, the effective
date will be the first business day thereafter).


(b)           No later than three (3)
business days after the exercise of the Call, the exercise of the Put, or the
occurrence of the Automatic Exchange Date, as the case may be, the each
Purchaser shall duly complete and deliver a letter of transmittal and
instructions for use in such Exchange (a “Letter of Transmittal”),
substantially in the form attached as Exhibit I.  The Purchaser, shall deliver the Letter of
Transmittal, together with the share certificates in respect of all of the
Shares which it held immediately before the exercise of the Call, the exercise
of the Put, or the occurrence of the Automatic Exchange Date, as the case may
be, and valid share transfer forms in respect of the Shares, each duly executed
by the Purchaser in favor of the Company. 
The delivery shall be effected, and risk of loss shall pass, only upon
proper delivery of the Letter of Transmittal, share certificates and valid
share transfer forms in the manner prescribed in the Letter of Transmittal.


(c)           Each of the Purchasers
holding Shares to be exchanged in consideration for the Exchange Consideration
pursuant to Section 4.2 will be entitled, upon surrender and delivery to the
Exchange Agent of the certificate(s) for the Shares, a properly completed and
duly executed Letter of Transmittal and any duly executed share transfer forms
in respect of the Shares in favor of the company, to receive the Exchange
Consideration in respect of the Shares represented by such certificate(s)
within no more than five (5) Trading Days of the Exchange Agent’s receipt of
the Letter of Transmittal and accompanying documentation.  Until so surrendered, after the exercise of
the Call, the exercise of the Put or the occurrence of Automatic Exchange Date,
as the case may be, each Purchaser holding a certificate for the Shares agrees
that, notwithstanding anything in the Articles of Association of IAPL, it shall
have only the right to receive the Exchange Consideration and it undertakes
that it shall not purport to exercise any rights of an Ordinary Shareholder
with respect to the Shares, including, but not limited to, the right to vote
such Shares, receive dividends or other distributions thereon, exercise the
rights set forth in Section 5.2, or to receive any other notices or other
communication concerning the business or affairs of IAPL, and this undertaking
shall continue until the Company is registered on the relevant books of IAPL as
the holder of the Shares.  Each Purchaser
further acknowledges that the transfer of the Shares upon surrender may not be
recorded and the Exchange Consideration will be issued prior to completion of
the actions set forth in Section 4.3(d), and IAPL undertakes to satisfy its
obligations pursuant to Section 4.3(d) in a timely manner allowing for delivery
of the Exchange Consideration within the time prescribed herein.


(d)           In connection with the
completion of the Exchange (not as a condition to the rights of the Purchasers
to receive the Exchange Consideration), within three (3) business days of the
effective date of the Exchange, as determined pursuant to Section 4.3(a), IAPL
shall:



 27
 






 



(i)            prepare, have signed
by a Director or the Secretary of IAPL, and deliver to the Exchange Agent a
working sheet computing the net asset value per share of IAPL; and


(ii)           deliver to the Exchange
Agent certified true copies of the resolutions passed by the board of directors
of IAPL approving the transfer of the Shares to the Company, authorizing the
issue of new share certificates in respect of the Shares in favor of the
Company, approving the entry into the register of members of IAPL the name of
the Company as the holder of the Shares and the making of such other entries
into other corporate records of IAPL as may be necessary, and noting the
resignation of the directors of IAPL nominated by the Purchaser pursuant to
Section 5.1 below and appointing as the directors of IAPL the person(s)
nominated by the Company as notified to the Purchaser with effect from the
exercise of the Call, the exercise of the Put, or the occurrence of the
Automatic Exchange Date, as the case may be.


4.4           Registration Rights.  The Company and the Purchasers shall enter
into the Registration Rights Agreement providing for the registration of the
Exchange Shares and the Exchange Warrant Shares for resale on the terms set
forth therein.


ARTICLE
V.

OTHER AGREEMENTS OF THE PARTIES


5.1           Board of Directors.  Upon the Closing, the authorized size of the
IAPL Board shall be five (5) members and shall consist of (i) one (1) director
appointed or elected by the Majority Purchasers so long as the Purchasers, in
the aggregate, hold at least 10% of the outstanding Ordinary Shares of IAPL,
(ii) three (3) directors appointed or elected by the Company so long as the
Company holds at least 10% of the outstanding Ordinary Shares of IAPL, and
(iii) one (1) director jointly appointed or elected by the Majority Purchasers
and the Company so long as the Purchasers, in the aggregate, and the Company
each respectively hold at least 10% of the outstanding Ordinary Shares of
IAPL.  The Majority Purchasers shall
identify and provide IAPL written notice of their initial appointee to the IAPL
Board at the time of execution of this agreement, and, if the appointee
qualifies with any and all requirements for a board position under the laws of
the Republic of Singapore, IAPL’s Memorandum of Association and IAPL’s Articles
of Association, the IAPL Board shall formally appoint the Majority Purchasers’
appointee to the IAPL Board effective as of and subject to the Closing.  In the event that the Purchasers, in the
aggregate, cease to hold at least 10% of the outstanding Ordinary Shares of
IAPL, the Purchasers undertake jointly and severally to procure a written
resignation from the director appointed or elected by the Majority Purchasers
under (i) above, and if required by the Company from the direct appointed or
elected under (iii) above, with immediate effect from such cessation, with an
irrevocable and unconditional release of IAPL from any and all claims or
demands whatsoever that such director(s) may have against IAPL.


5.2           Additional Rights of
Purchasers.


(a)           Right of First
Refusal.  Each Ordinary Shareholder
shall have the right to purchase and/or otherwise acquire up to its pro rata
portion, as determined below, of any New Securities (as defined below) offered
by IAPL on the same price and terms and conditions as IAPL offers such New
Securities to other potential investors, including any other Ordinary



 28
 






 



Shareholder (the “Right of First Refusal”).  Determination of the holder’s pro rata
portion of New Securities pursuant to the Right of First Refusal shall be based
on the Ordinary Shareholder’s percentage of ownership of IAPL’s issued and
outstanding Ordinary Shares held at the time of the offer of the New
Securities.


(i)            For purposes of this
Section 5.2(a), “New Securities” means any equity interest of IAPL,
including Ordinary Shares, or interest convertible into or exchangeable for
equity interest of IAPL, including Ordinary Shares.  The term “New Securities” shall not
include (A) securities offered to the public generally pursuant to a
registration statement under the Securities Act, (B) options to purchase
Ordinary Shares or other equity interest, issued or issuable to employees,
consultants and directors, pursuant to any plans or agreements approved by the
IAPL Board for the primary purpose of soliciting or retaining such services,
(C) securities issued or issuable pursuant to the conversion or exercise of
convertible, exercisable or exchangeable securities that are outstanding as of
the date hereof or that are issued in compliance with this Section, (D)
securities issued or issuable in connection with a bona fide business
acquisition of or by IAPL, whether by merger, consolidation, sale of assets,
sale or exchange of stock or otherwise, approved by the IAPL Board, (E)
securities issued or issuable to financial institutions, landlords or lessors
in connection with commercial credit arrangements, real estate transactions, or
equipment financings, (F) securities issued or issuable pursuant to a split in
Ordinary Shares, a share dividend, combination or like event, or (G) securities
issued or issuable pursuant to a strategic alliance or partnering arrangement
entered into primarily for non-capital raising purposes and approved by the
IAPL Board.


(ii)           Prior to the issuance
of New Securities by IAPL, IAPL shall deliver a notice to each Ordinary
Shareholder stating (A) its bona fide intention to offer such new Securities,
(B) the number of such New Securities to be offered, and (C) the price and
terms, if any, upon which it proposes to offer such new Securities (the “Participation
Notice”).  Within 15 days after
receipt of the Participation Notice, each Ordinary Shareholder may elect to
purchase or obtain, at the price and on the terms specified in the
Participation Notice, up to its pro rata portion of such New Securities;
provided, however, that a Ordinary Shareholder’s portion may be reduced on a
pro rata basis among all holders of the Ordinary Shares if the IAPL Board
unanimously determines that such a reduction is necessary to provide a
sufficient incentive for a new investor to purchase shares.  IAPL shall promptly, in writing, inform each
Ordinary Shareholder that purchases all the shares available to it (each, a “Fully
Exercising Holder”) of any other Ordinary Shareholder’s failure to do
likewise.  During the ten-day period
commencing after receipt of such information, each Fully Exercising Holder
shall be entitled to obtain that portion of the New Securities for which
Ordinary Shareholders were entitled to subscribe but which were not subscribed
for by the Ordinary Shareholders that is equal to its pro rata portion.


(iii)          This Right of First
Refusal shall terminate upon the earlier of (a) provision of notice by the
Company of a Terminating Event, (b) the exercise of the Put or the Call, and
(c) the Automatic Exchange Date.


(iv)          The Company’s
obligations pursuant to this Right of First Refusal may be amended or waived
only upon the written consent of the Majority Purchasers.



 29
 






 



(b)           Right of First
Refusal and Co-Sale.  Each Ordinary
Shareholder shall, on the terms and conditions set forth below, have the right
to purchase up to its pro rata portion, as determined below, of any equity
interest of IAPL offered for Transfer (as defined below) by another Ordinary
Shareholder (a “Selling Shareholder”) on the same price and terms and
conditions as the Selling Shareholder offers such equity interest (the “Offered
Shares”) to the potential purchasers, or Transfer its Ordinary Shares in
the proposed sale on a pro rata basis (the “Refusal and Co-Sale Right”).  Determination of the Ordinary Shareholder’s
pro rata portion pursuant to the Refusal and Co-Sale Right shall be based on
the Ordinary Shareholder’s percentage of ownership of IAPL’s issued and
outstanding Ordinary Shares held at the time of the Selling Shareholder’s
offer.


(i)            For purposes of this
Section 5.2(b), “Transfer” includes any sale, assignment, encumbrance,
hypothecation, pledge, conveyance in trust, gift, transfer by bequest, devise
or descent, or other transfer or disposition of any kind, including, but not
limited to, transfers pursuant to divorce or legal separation, transfers to
receivers, levying creditors, trustees or receivers in bankruptcy proceedings
or general assignees for the benefit of creditors, whether voluntary,
involuntarily or by operation of law, directly or indirectly, of any equity interest
of IAPL; provided, however,
any Exchange pursuant to the terms of this Agreement, and any transfer by a
Purchaser to an Affiliate of such Purchaser (which shall be subject always to
Section 5.3), shall not constitute a Transfer and shall not be subject to the
Refusal and Co-Sale Right.


(ii)           At the time a Selling
Shareholder proposes to Transfer the Offered Shares, such Selling Shareholder
shall promptly give written notice (the “Transfer Notice”)
simultaneously to IAPL and to each of the Ordinary Shareholders at least thirty
(30) days prior to the closing of such Transfer.  The Notice shall describe in reasonable
detail the proposed Transfer including, without limitation, a description and
amount of the Offered Shares to be transferred, the material terms and
conditions upon which the proposed Transfer is to be made, the consideration to
be paid, the name and address of each prospective purchaser or transferee, and
a statement of grounds for such Transfer with regard to the restrictions set
forth in Section 5.3.  Each Ordinary
Shareholder shall then have the right, exercisable upon written notice to the
Selling Shareholder within fifteen (15) days after the receipt of the Transfer
Notice, to purchase its pro rata portion of the Offered Shares and on the same
terms and conditions as set forth therein (a “Participating Holder”).


(iii)          In the event that not
all of the Ordinary Shareholders elect to purchase their pro rata share of the
Offered Shares within the time period set forth in Section 5.2(b)(ii), then the
Selling Shareholder shall promptly give written notice to each Participating
Holder, which shall set forth the amount of the Offered Shares not purchased by
the other holders, and shall offer each Participating Holder the right to
acquire such unsubscribed Offered Shares. 
The Participating Holder shall have five (5) days after receipt of such
notice to notify the Selling Shareholder of an election to purchase its pro
rata share of the unsubscribed Offered Shares on the same terms and conditions
as set forth in the Transfer Notice.


(iv)          Should the purchase
price specified in the Transfer Notice be payable in property other than cash
or evidences of indebtedness, the Participating Holders shall have the right to
pay the purchase price in the form of cash equal in amount to the fair market



 30














 


 


value of such property.  If the
Selling Shareholder and a majority-in-interest of the Participating Holders
(based on the amount of equity interests to be purchased) cannot agree on such
cash value within ten (10) days after delivery of the Transfer Notice, the
valuation shall be made by an appraiser of recognized standing selected by the
Selling Shareholder and IAPL or, if they cannot agree on an appraiser within
twenty (20) days after delivery of the Transfer Notice, each shall select an
appraiser of recognized standing and those appraisers shall designate a third
appraiser of recognized standing, whose appraisal shall be determinative of
such value.  The cost of such appraisal
shall be shared equally by the Selling Shareholder and the Participating Holders,
with half of the cost borne by the Participating Holders pro rata by each,
based on the number of shares such parties have expressed an interest in
purchasing pursuant to Sections 5.2(b)(ii) and (iii).


(v)           Notwithstanding
any other provision of this Section 5.2(b), the Selling Shareholder shall be
under no obligation to sell the Offered Shares to the Participating Holders
unless the aggregate amount of Offered Shares to be purchased by the
Participating Holders as a result of the exercise of the rights pursuant to
Sections 5.2(b)(ii)-(iv) shall constitute all of the Offered Shares described
in the Transfer Notice.


(c)           In
the event the Ordinary Shareholders fail to exercise their respective rights to
purchase all of the Offered Shares offered subject to the Refusal and Co-Sale
Right, following the exercise or expiration of the rights of purchase set forth
in Sections 5.2(b)(ii)-(iv), then the Selling Shareholder shall deliver to IAPL
and each Ordinary Shareholder a written notice (the “Co-Sale Notice”)
that each Ordinary Shareholder shall have the right, exercisable upon written
notice to such Selling Shareholder within fifteen (15) days after receipt of
the Co-Sale Notice, to participate in such Transfer of equity interests on a
pro rata basis on the same terms and conditions.  Determination of the Ordinary Shareholder’s
pro rata participation in the Transfer pursuant to the Refusal and Co-Sale
Right shall be based on the Ordinary Shareholder’s percentage of ownership of
IAPL’s issued and outstanding Ordinary Shares held at the time of the proposed
Transfer.  Such responsive notice shall
indicate the number of Ordinary Shares the Ordinary Shareholder wishes to sell
under its co-sale right.  To the extent
one (1) or more of the Ordinary Shareholders exercise such right of
participation in accordance with the terms and conditions set forth below
(becoming thereby a “Co-Sale Participant”), the amount of equity
interest that such Selling Shareholder may sell in the transaction shall be
correspondingly reduced.  To the extent
that any prospective purchaser or purchasers prohibits such assignment or
otherwise refuses to purchase shares or other securities from a Co-Sale
Participant exercising its rights of co-sale hereunder, such Selling
Shareholder shall not sell to such prospective purchaser or purchasers any
Offered Shares unless and until, simultaneously with such sale, the Selling
Shareholder shall purchase such shares or other securities from such Co-Sale
Participant on the same terms and conditions specified in the Co-Sale Notice.


(i)            If
none of the Ordinary Shareholders elect to participate in the sale of equity
interests subject to the Co-Sale Notice, the Selling Shareholder may, not later
than fifteen (15) days following delivery of the Co-Sale Notice, enter into an
agreement providing for the closing of the Transfer of the Offered Shares
covered by the Co-Sale Notice within fifteen (15) days of such agreement for
the same or greater per share purchase price as described in the Co-Sale Notice
and on other terms and conditions not materially more favorable to the
transferor than those described in the Co-Sale Notice.  Any proposed Transfer on terms and conditions



 31
 






 



materially more favorable than those described in the Co-Sale Notice,
as well as any subsequent proposed Transfer of any of the equity interest by
the Selling Shareholder, shall again be subject to the Refusal and Co-Sale
Right of the Ordinary Shareholders shall require compliance by the Selling
Shareholder with the procedures described in Section 5.2(b) and (c).


(ii)           This
Refusal and Co-Sale Right shall terminate upon the earlier of (a) provision of
notice by the Company of a Terminating Event, (b) the exercise of the Put or
the Call, and (c) the Automatic Exchange Date.


(iii)          The
Selling Shareholder’s obligations pursuant to this Refusal and Co-Sale Right
may be amended or waived only upon the written consent of the Majority
Purchasers.


(d)           Financial
Reports.  So long as the Purchasers
hold in the aggregate at least 10% of the issued and outstanding Ordinary
Shares of IAPL, IAPL will deliver to each Purchaser, by e-mail attachment or by
availability of such documents on the Company’s website:  (i) audited annual consolidated financial
statements within ninety (90) days after the end of each fiscal year; (ii)
unaudited quarterly consolidated financial statements within forty-five (45
days) of the end of each quarter; and (iii) when available, an annual
consolidated budget.  IAPL’s obligations
under this Section 5.2(d) shall cease upon a Terminating Event.


5.3           Transfer
Restrictions.


(a)         The Securities may only be transferred
or disposed of in compliance with U.S. federal and state securities laws and
the securities laws of The Republic of Singapore to the extent applicable; provided, however, the Shares may not be transferred
separate from the Put and the Call and the Automatic Exchange.  Each Purchaser agrees not to reoffer or sell
the Shares, or to cause any transferee permitted hereunder to reoffer or sell
the Shares, within the United States or in Singapore, to or for the account or
benefit of (i) a “U.S. Person” (as defined in Rule 902 of Regulation S) or (ii)
a person in Singapore, unless to (A) a person who is an institutional investor
as defined in Section 4A(1) the Securities and Futures Act, (B) a relevant
person as defined in Section 275(2) of the Securities and Futures Act, or (C) a
person who acquires the Shares as principal if the offer is on terms that the
Shares may only be acquired at no less than the minimum consideration
prescribed under and in compliance with the other conditions prescribed in
Section 275(1A) of the Securities and Futures Act), as part of the distribution
of the Shares at any time.  Each
Purchaser further agrees to otherwise only transfer the Shares (i) in a
transaction meeting the requirements of Regulation S under the Securities Act,
including without limitation, where the offer (A) is not made to a person in
the United States and either (x) at the time the buy order is originated, the
Buyer is outside the United States or the Company and any person acting on the
undersigned’s behalf reasonably believe that the buyer is outside the United
States, or (y) the transaction is executed in, on or through the facilities of
a designated offshore securities market and neither the seller nor any person
acting on the undersigned’s behalf knows that the transaction has been
pre-arranged with a buyer in the United States, and (B) no direct selling
efforts shall be made in the United States by the buyer, an affiliate or any
person acting on their behalf, or (ii) in a transaction registered under the
Securities Act or pursuant to an exemption from such registration.  In connection with any transfer of Securities
other than pursuant to an effective registration statement, Rule 144 or



 32
 






 



to the issuer of the security, the issuer of the security may require
the transferor thereof to provide to the issuer of the security an opinion of
counsel selected by the transferor and reasonably acceptable to the issuer of
the security, the form and substance of which opinion and shall be reasonably
satisfactory to the issuer of the security, to the effect that such transfer
does not require registration of such transferred Securities under the
Securities Act.  As a condition of
transfer of Shares, any such transferee shall agree in writing to be bound by
the terms of this Agreement and shall have the same rights and be subject to
the same obligations as those of the transferor under this Agreement,
including, but not limited to, all Exchange provisions set forth in
Article IV and the Ordinary Shareholders’ rights set forth in Section
5.2.  As a condition of transfer of
Securities, any such transferee shall agree in writing to be bound by the terms
of the Registration Rights Agreement and shall have the same rights and be
subject to the same obligations as those of the transferor under the
Registration Rights Agreement.


(b)           Each
Purchaser agrees to the imprinting, so long as is required by
Section 5.3(c), of a legend (the “Legend”) on any certificates or
other documents evidencing the Securities so as to restrict the resale, pledge,
hypothecation or other transfer thereof in accordance with this Agreement and
the provisions of Regulation S under the Securities Act, in the following
form:


“THE SECURITIES EVIDENCED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (TOGETHER WITH THE REGULATIONS PROMULGATED THEREUNDER, THE “SECURITIES
ACT”), OR ANY STATE OR OTHER SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR
SALE, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF
WITHIN THE UNITED STATES (AS THAT TERM IS DEFINED IN REGULATION S PROMULGATED
UNDER THE SECURITIES ACT) OR TO A U.S. PERSON (AS THAT TERM IS DEFINED IN
REGULATION S) IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER
SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS, UNLESS AN EXEMPTION FROM
SUCH REGISTRATION IS AVAILABLE.  HEDGING
TRANSACTIONS INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN
COMPLIANCE WITH THE SECURITIES ACT.  ANY
PERSON ACCEPTING ANY INTEREST IN THE SECURITIES REPRESENTS THAT IT IS NOT A
U.S. PERSON AND IS ACQUIRING SUCH SECURITIES IN AN OFFSHORE TRANSACTION
PURSUANT TO RULE 903 OR 904 OF REGULATION S.”


(c)           Certificates,
if any, evidencing the Shares shall contain the Legend.  The Exchange Warrants shall include the
Legend and be subject to any additional restrictions on transfer reflected in
the terms of the Exchange Warrants. 
Certificates evidencing the Exchange Shares and Exchange Warrant Shares
shall contain the Legend, except (i) if while a registration statement
(including the Registration Statement) covering the resale of such security is
effective under the Securities Act, a Purchaser desiring removal of the Legend,
provides (or causes a broker acting on such Purchaser’s behalf to provide) to
the Company (or to the Company’s transfer agent on the Company’s behalf),
reasonable written assurances to the effect that any of the Exchange Shares or
Exchange Warrant Shares, as the case may be, sold or to be sold by



 33
 






 



such Purchaser have been, or will be, sold in (A) accordance with
the plan of distribution set forth in the Prospectus included as part of the
relevant registration statement registering the Exchange Shares or Exchange
Warrant Shares and (B) in compliance with the prospectus delivery
requirements under the Securities Act; or (ii) following any sale of Exchange
Shares or Exchange Warrant Shares pursuant to an effective registration
statement; or (iii) following any sale of such Exchange Shares or Exchange
Warrant Shares pursuant to Rule 144 by such Purchaser, or (iv) if such Exchange
Shares or Exchange Warrant Shares are eligible for sale under Rule 144(k), the
Purchaser requests removal of the Legend on that basis and provides the Company
standard documentation in support of such Legend removal request in form
reasonably acceptable to the Company.


(d)           The
Company shall timely prepare and file such applications, consents to service of
process (but not including a general consent to service of process) and similar
documents and take such other steps and perform such further acts as shall be
required, if any, by the securities law requirements of the Republic of
Singapore and of each jurisdiction where a Purchaser resides, as indicated on
the signature pages hereto, with respect to the issuance of the Put and, upon
an Exchange, the issuance of the Exchange Consideration under this Agreement.


5.4           Securities
Laws Disclosure; Publicity.  The
Company shall, not later than the business day following the Closing Date issue
a press release and, within four business days following the Closing Date, file
a Current Report on Form 8-K disclosing the material terms of the transactions
contemplated hereby.  The Company and the
Lead Purchaser shall consult with each other in issuing any press releases with
respect to the transactions contemplated hereby, and neither the Company nor
any Purchaser shall issue any such press release or otherwise make any such
public statement without the prior consent of the Company, with respect to any
press release of any Purchaser, or without the prior consent of the Lead
Purchaser, with respect to any press release of the Company, which consent
shall not unreasonably be withheld or delayed, except if such disclosure is
required by law, in which case the disclosing party shall promptly provide the
other party with prior notice of such public statement or communication.  Notwithstanding the foregoing, following the
Closing Date the Company may file a Current Report on Form 8-K with the SEC describing
the terms of the transactions contemplated by the Transaction Documents and the
occurrence of the Closing and including as exhibits to such Form 8-K this
Agreement (including the schedules hereto and the names and addresses of the
Purchasers), the Closing Escrow Agreement, the form of the Put Notice, the form
of the Call, the form of the Exchange Warrants and the Registration Rights
Agreement, in the form required by the Exchange Act and Regulation FD
promulgated thereunder. Except as herein provided, the Company shall not
publicly disclose the name of any Purchaser, or include the name of any
Purchaser in any filing with the Commission or any regulatory agency or Trading
Market, without the prior written consent of such Purchaser, except (i) as required
by federal securities law in connection with the registration statement
contemplated by the Registration Rights Agreement and (ii) to the extent such
disclosure is required by law or Trading Market regulations.


5.5           Non-Public
Information.  The Company represents
and warrants to each Purchaser that neither it nor any other Person acting on
its behalf has provided the Purchaser or its agents or counsel with any
information that constitutes material non-public information.  The Company covenants and agrees that neither
it nor any other Person acting on its behalf will



 34
 






 



provide any Purchaser or its agents or counsel with any information
that constitutes material non-public information, unless prior thereto such
Purchaser shall have executed a written agreement regarding the confidentiality
and use of such information.  The Company
understands and confirms that each Purchaser shall be relying on the foregoing
representation and covenant in effecting transactions in securities of the
Company.  Nothing in this Section 5.5
limits Purchasers’ rights with respect to the representations and warranties
set forth in Section 3.1 or Section 3.2.


5.6           Use
of Proceeds.  Prior to the earliest
of (i) the Automatic Exchange Date, (ii) the Company’s exercise of the Call, or
(iii) the exchange of 75% of the Shares for the Exchange Consideration, IAPL
shall use the net proceeds received on the Closing Date from the subscription
of the Shares only for working capital and general corporate purposes of IAPL.


5.7           Restricted
Transactions.


(a)           Prior
to the earliest of (i) the Automatic Exchange Date, (ii) the Company’s exercise
of the Call, or (iii) the exchange of 75% of the Shares for the Exchange
Consideration, IAPL shall not, without the prior written approval of the
Majority Purchasers issued pursuant to this Agreement:


(i)            enter
into any transaction with (A) the Company, its direct and indirect Subsidiaries
or any associate company of the Company, or (B) any officer, director, or other
related party of the Company, its direct and indirect Subsidiaries, and any
associate company of the Company;


(ii)           declare
or make a dividend or any other distribution on the capital stock of IAPL,


(iii)          effectuate
any capital reduction;


(iv)          enter
into any liquidation or winding-up of IAPL;


(v)           acquire
or incur an investment or commitment in excess of US$500,000 (or the equivalent
in any currency), in one or a series of related transactions; or


(vi)          enter
into any agreement or commitment to take any of the actions described in
clauses (i) – (v).


(b)           Except
for transactions approved by a majority of the disinterested members of the
Company Board, neither the Company nor any of its Subsidiaries shall enter into
any transaction with any (i) director, officer, employee or holder of more than
5% of the outstanding capital stock of any class or series of capital stock of
the Company or any of its Subsidiaries, (ii) member of the family of any such
person, or (iii) corporation, partnership, trust or other entity in which any
such person, or member of the family of any such person, is a director,
officer, trustee, partner or holder of more than 5% of the outstanding capital
stock thereof.



 35
 






 



5.8           Assignment
of Inventions; Confidentiality.  Each
employee or consultant of IAPL shall enter into an assignment of inventions and
confidentiality agreement with IAPL upon initiation of employment or engagement
as a consultant, respectively.  To the
extent that such terms are not included in any employment letter or contract or
consulting agreement, each employee or consultant shall also enter into a
non-competition and non-solicitation agreement with IAPL, satisfactory in form
and substance to the Company and the Lead Purchaser (for such time as it
remains an Ordinary Shareholder), to be effective for a period of one (1) year
after resignation from or termination of employment or consultancy, as
applicable, subject to advice from legal counsel in Singapore as to
enforceability of any such agreement.


5.9           Reservation
of Common Stock. As of the date hereof, the Company has reserved and the
Company shall continue to reserve and keep available at all times a sufficient
number of shares of Common Stock for the purpose of enabling the Company to
issue the Exchange Shares pursuant to this Agreement and the Exchange Warrant
Shares pursuant to any exercise of the Exchange Warrants.


5.10         Listing
of Common Stock.  The Company hereby
agrees to use reasonable best efforts to maintain the listing of the Common
Stock on a Trading Market, and, to the extent that the Common Stock is so
listed, to use its best efforts to list all of the Exchange Shares and the
Exchange Warrant Shares on such Trading Market. The Company further agrees, if
the Company applies to have the Common Stock traded on any other Trading
Market, it will include in such application all of the Exchange Shares and the
Exchange Warrant Shares, and will take such other action as is necessary to
cause all of the Exchange Shares and the Exchange Warrant Shares to be listed
on such other Trading Market as promptly as possible.  The Company will take all action reasonably
necessary to continue the listing and trading of its Common Stock on a Trading
Market and will comply in all respects with the Company’s reporting, filing and
other obligations under the bylaws or rules of the Trading Market.  The Company shall use its reasonable best
efforts to obtain, as expeditiously as practical, a confirmation from AMEX that
the Company’s issuance of the Exchange Consideration, the Inovio Financing, the
structure of the transactions contemplated by this Agreement and the Inovio
Financing, and the pricing of the Shares does not require approval of the
Company’s stockholders.


5.11         Additional
Covenants.


(a)           IAPL
shall timely prepare and file such applications, consents to service of process
(but not including a general consent to service of process) and similar
documents and take such other steps and perform such further acts as shall be
required, if any, by the securities law requirements of the Republic of
Singapore and each jurisdiction where a Purchaser resides, as indicated on the
signature pages hereto, with respect to the subscription or sale of the Shares
under this Agreement.


(b)           The
Company shall timely prepare and file such applications, consents to service of
process (but not including a general consent to service of process) and similar
documents and take such other steps and perform such further acts as shall be
required, if any, by the securities law requirements of the Republic of
Singapore and of each jurisdiction where a Purchaser resides, as indicated on
the signature pages hereto, with respect to the issuance of the Put and, upon
an Exchange, the issuance of the Exchange Consideration under this Agreement.



 36
 






 



(c)           Except
for the Collateral Transactions, and transactions approved by a majority of the
disinterested members of the Inovio Board, neither the Company nor any of its
Subsidiaries shall enter into any transaction with any (i) director, officer,
employee or holder of more than 5% of the outstanding capital stock of any
class or series of capital stock of the Company or any of its Subsidiaries,
(ii) member of the family of any such person, or (iii) corporation,
partnership, trust or other entity in which any such person, or member of the
family of any such person, is a director, officer, trustee, partner or holder
of more than 5% of the outstanding capital stock thereof.


(d)           From
the date of this Agreement until the Closing Date, the Company (1) shall
conduct its business in all material respects in the ordinary course,
consistent with its past practices, and (2) shall not issue, sell, or agree to
issue or sell, any Common Stock or Common Stock Equivalents, other than (A) the
grant of options to employees, consultants and directors pursuant to the
Company’s equity incentive plans, (B) the issuance of shares of Common Stock
upon the exercise or conversion of Common Stock Equivalents that are
outstanding on the date hereof, (C) in payment of dividends upon its
outstanding Preferred Stock or (D) pursuant to the terms of the Collateral
Transactions.


ARTICLE VI.

MISCELLANEOUS


6.1           Fees
and Expenses.  Except as otherwise
set forth in this Agreement (and with respect to registration expenses, except
as set forth in the Registration Rights Agreement), each party shall pay the
fees and expenses of its advisers, counsel, accountants and other experts, if
any, and all other expenses incurred by such party incident to the negotiation,
preparation, execution, delivery and performance of this Agreement.  The Company shall bear responsibility for any
and all applicable stamp duty due upon an Exchange of its Shares.


6.2           Entire
Agreement.  The Transaction
Documents, together with the exhibits and schedules thereto, contain the entire
understanding of the parties with respect to the subject matter hereof and supersede
all prior agreements and understandings, oral or written, with respect to such
matters, which the parties acknowledge have been merged into such documents,
exhibits and schedules.


6.3           Notices.  Any and all notices or other communications
or deliveries required or permitted to be provided hereunder shall be in
writing and shall be deemed given and effective on the earliest of (a) one
Trading Day after the date of transmission, if such notice or communication is
delivered via facsimile at the facsimile number set forth on the signature
pages attached hereto prior to 2:00 p.m. (San Diego time) on a Trading Day, (b)
two Trading Days after the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile number set forth on
the signature pages attached hereto on a day that is not a Trading Day or later
than 2:00 p.m. (San Diego time) on any Trading Day, (c) the fourth Trading Day
following the date of shipment, if sent by internationally recognized overnight
courier service, or (d) upon actual receipt by the party to whom such notice is
required to be given.  The address for
such notices and communications shall be as set forth on the signature pages
attached hereto. The Company shall, concurrently with providing any notice in
the manner set forth in the preceding two sentences, transmit a copy of such
notice (which copy shall not, by itself, be deemed to



 37
 






 



constitute notice hereunder)  by
email to such email address as is set forth on the signature pages attached
hereto).


6.4           Amendments;
Waivers.  No provision of this
Agreement may be waived or amended except in a written instrument signed, in
the case of an amendment, by the Company, IAPL and The Majority Purchasers or,
in the case of a waiver, by the party against whom enforcement of any such
waiver is sought.  No waiver of any
default with respect to any provision, condition or requirement of this
Agreement shall be deemed to be a continuing waiver in the future or a waiver
of any subsequent default or a waiver of any other provision, condition or
requirement hereof.


6.5           Construction.  The headings herein are for convenience only,
do not constitute a part of this Agreement and shall not be deemed to limit or
affect any of the provisions hereof.  The
language used in this Agreement will be deemed to be the language chosen by the
parties to express their mutual intent, and no rules of strict construction
will be applied against any party.


6.6           Successors
and Assigns.  This Agreement shall be
binding upon and inure to the benefit of the parties and their successors and
permitted assigns.  Neither the Company
nor IAPL may assign this Agreement or any rights or obligations hereunder
without the prior written consent of each Purchaser.  Any Purchaser may assign any or all of its rights
under this Agreement to any Person to whom such Purchaser assigns or transfers
any of its Securities, to the extent of the transferability of such Securities
and subject to Section 5.3 of this Agreement, provided such transferee agrees
in writing to be bound, with respect to the transferred Securities, by the
provisions hereof that apply to the “Purchasers.”


6.7           No
Third-Party Beneficiaries.  This
Agreement is intended for the benefit of the parties hereto and their
respective successors and permitted assigns and is not for the benefit of, nor
may any provision hereof be enforced by, any other Person.


6.8           Further
Assurances. Each party agrees to cooperate fully with the other parties and
to execute such further instruments, documents and agreements and to give such
further written assurances as may be reasonably requested by any other party to
better evidence and reflect the transactions described herein and contemplated
hereby and to carry into effect the intents and purposes of this Agreement, and
further agrees to take promptly, or cause to be taken, all actions, and to do
promptly, or cause to be done, all things necessary, proper or advisable under
applicable law to consummate and make effective the transactions contemplated
hereby, to obtain all necessary waivers, consents and approvals, to effect all
necessary registrations and filings, and to remove any injunctions or other
impediments or delays, legal or otherwise, in order to consummate and make
effective the transactions contemplated by this Agreement for the purpose of
securing to the parties hereto the benefits contemplated by this Agreement.


6.9           Governing
Law.  All questions concerning the
construction, validity, enforcement and interpretation of the Transaction
Documents shall be governed by and construed and enforced in accordance with
the internal laws of the State of California, without regard to the principles
of conflicts of law thereof; provided,
however, that all matters pertaining to the internal affairs
doctrine as applicable to IAPL shall be governed by and construed in accordance
with the laws of the Republic of Singapore. 
Each party hereby irrevocably submits to the



 38
 






 



exclusive jurisdiction of the federal courts sitting in Los Angeles,
California, for the adjudication of any dispute hereunder or in connection
herewith or with any transaction contemplated hereby or discussed herein
(including with respect to the enforcement of any of the Transaction
Documents), and hereby irrevocably waives, and agrees not to assert in any
suit, action or proceeding, any claim that it is not personally subject to the
jurisdiction of any such court, that such suit, action or proceeding is
improper or inconvenient venue for such proceeding.  Each party hereby irrevocably waives personal
service of process and consents to process being served in any such suit,
action or proceeding by mailing a copy thereof via registered or certified mail
or overnight delivery (with evidence of delivery) to such party at the address
in effect for notices to it under this Agreement and agrees that such service
shall constitute good and sufficient service of process and notice
thereof.  Nothing contained herein shall
be deemed to limit in any way any right to serve process in any manner
permitted by law.  To the extent permitted
by the law applicable to the court in which claims hereunder may be
adjudicated, each of the parties hereby waives all rights to a trial by jury.
If any party shall commence an action or proceeding to enforce any provisions
of the Transaction Documents, then the prevailing party in such action or
proceeding shall be reimbursed by the non-prevailing party for its attorneys’
fees and other costs and expenses incurred with the investigation, preparation
and prosecution of such action or proceeding.


6.10         Survival.  The representations and warranties herein
shall survive the Closing, delivery of the Shares, and Exchange, and delivery
of the Exchange Consideration.


6.11         Execution.  This Agreement may be executed in two or more
counterparts, all of which when taken together shall be considered one and the
same agreement and shall become effective when counterparts have been signed by
each party and delivered to the other party, it being understood that both
parties need not sign the same counterpart. 
In the event that any signature is delivered by facsimile transmission,
such signature shall create a valid and binding obligation of the party
executing (or on whose behalf such signature is executed) with the same force
and effect as if such facsimile signature page were an original thereof.


6.12         Severability.  If any provision of this Agreement is held to
be invalid or unenforceable in any respect, the validity and enforceability of
the remaining terms and provisions of this Agreement shall not in any way be
affected or impaired thereby and the parties will attempt to agree upon a valid
and enforceable provision that is a reasonable substitute therefor, and upon so
agreeing, shall incorporate such substitute provision in this Agreement.


6.13         Replacement
of Securities.  If any certificate or
instrument evidencing any Securities is mutilated, lost, stolen or destroyed,
IAPL or the Company, as appropriate, shall issue or cause to be issued in
exchange and substitution for and upon cancellation thereof, or in lieu of and
substitution therefor, a new certificate or instrument, but only upon receipt
of evidence reasonably satisfactory to IAPL or the Company, as applicable, of
such loss, theft or destruction and customary and reasonable indemnity,
undertaking and statutory declaration, if requested.  The applicants for a new certificate or
instrument under such circumstances shall also pay any reasonable third-party
costs associated with the issuance of such replacement Securities.


6.14         Remedies.  In addition to being entitled to exercise all
rights provided herein or granted by law, including recovery of damages, each
of the Purchasers, IAPL and the Company



 39
 






 



will be entitled to specific performance under the Transaction
Documents.  The parties agree that
monetary damages may not be adequate compensation for any loss incurred by
reason of any breach of obligations described in the foregoing sentence and
hereby agrees to waive in any action for specific performance of any such
obligation the defense that a remedy at law would be adequate.


6.15         Independent
Nature of Purchasers’ Obligations and Rights.  The obligations of each Purchaser under any
Transaction Document are several and not joint with the obligations of any
other Purchaser, and no Purchaser shall be responsible in any way for the
performance of the obligations of any other Purchaser under any Transaction
Document.  Nothing contained herein or in
any Transaction Document, and no action taken by any Purchaser pursuant
thereto, shall be deemed to constitute the Purchasers as a partnership, an
association, a joint venture or any other kind of entity, or create a
presumption that the Purchasers are in any way acting in concert or as a group
with respect to such obligations or the transactions contemplated by the
Transaction Document.  Each Purchaser
shall be entitled to independently protect and enforce its rights, including
without limitation, the rights arising out of this Agreement or out of the
other Transaction Documents, and it shall not be necessary for any other Purchaser
to be joined as an additional party in any proceeding for such purpose.  Each Purchaser has been represented by its
own separate legal counsel in their review and negotiation of the Transaction
Documents.  Each party hereto
acknowledges that Fenwick & West LLP is legal counsel to the Lead Purchaser
and not any other Purchaser.  For reasons
of administrative convenience only, the Purchasers acknowledge and agree that
they and their respective counsel have chosen to communicate with the Company
and IAPL through the Lead Purchaser.


6.16         Conflict with Memorandum of Association and
Articles of Association.  In the
event of any conflict or inconsistency between the provisions of this Agreement
and the Memorandum of Association or the Articles of Association of IAPL, the
former shall prevail to the extent of the inconsistency as to any Purchaser who
is for the time being a holder of any Shares in IAPL.


6.17         Contracts (Rights of Third Parties) Act.  A person who is not party to this Agreement
has no rights under the Contracts (Rights of Third Parties) Act (Chapter 53B)
of Singapore to enforce any term of this Agreement, but this does not affect
any right or remedy of a third party which exists or is available apart from
the said Act.


(Signature
Page Follows)



 40
 






 



IN WITNESS WHEREOF, the
parties hereto have caused this Securities Purchase and Exchange Agreement to
be duly executed by their respective authorized signatories as of the date
first indicated above.


 


	
  INOVIO BIOMEDICAL
  CORPORATION

  	
  Address for Notice:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Inovio
  Biomedical Corporation

  
	
   

  	
   

  	
   

  	
  Attention:

  	
  Peter Kies

  
	
   

  	
   

  	
   

  	
   

  	
  Chief Financial
  Officer

  
	
  By:

  	
   /s/ Avtar
  Dhillon

  	
   

  	
  11494 Sorrento
  Valley Road

  
	
   

  	
  Name:

  	
  Avtar Dhillon, MD

  	
  San Diego, CA
  92121-1334

  
	
   

  	
  Title:

  	
  President and Chief Executive Officer

  	
  Telephone:

  	
  (858) 597-6006

  
	
   

  	
   

  	
   

  	
  Fax:

  	
  (858) 597-0451

  
	
   

  	
   

  	
   

  
	
   

  	
  With a copy to 

  (which shall not constitute notice):

  
	
   

  	
   

  
	
   

  	
  Mark A. Klein,
  Esq.

  Kirkpatrick & Lockhart, Nicholson

  Graham, LLP

  10100 Santa Monica Blvd., 7th Floor

  Los Angeles, CA 99067

  
	
   

  	
  Telephone:

  	
  (310) 552-5000

  
	
   

  	
  Fax:

  	
  (310) 552-5001

  
	
   

  	
   

  	
   

  
	
  INOVIO ASIA PTE.
  LTD.

  	
  Address for
  Notice:

  
	
   

  	
   

  
	
   

  	
  Inovio Asia Pte. Ltd.

  
	
   

  	
  Attention:

  	
  Peter Kies,

  
	
  By:

  	
  /s/ Avtar
  Dhillon

  	
   

  	
   

  	
  Chief Financial
  Officer

  
	
   

  	
  Name:

  	
  Avtar Dhillon, MD

  	
  c/o  Rajah & Tann

  
	
   

  	
  Title:

  	
  President and Chief Executive Officer

  	
  4 Battery Road
  #26-01

  Bank of China Building

  Singapore, 049908

  
	
   

  	
  Telephone: 
  (65) 6232 0701

  Fax:  (65) 6536 9453

  
	
   

  	
   

  
	
   

  	
  With a copies to

  (which shall not constitute notice):

  
	
   

  	
   

  
	
   

  	
  Mark A. Klein, Esq.

  Kirkpatrick & Lockhart, Nicholson

  Graham, LLP

  10100 Santa Monica Blvd., 7th Floor

  Los Angeles, CA 99067

  
							



 



 41
 






 



 


	
  

  	
  Telephone:

  	
  (310) 552-5000

  
	
   

  	
  Fax:

  	
  (310) 552-5001

  
	
   

  	
   

  	
   

  
	
   

  	
  and

  

  Arnold Tan, Esq.

  Rajah & Tann

  4 Battery Road #26-01

  Bank of China Building

  Singapore, 049908

  
	
   

  	
  Telephone:

  	
  (65) 6232 0701

  
	
   

  	
  Fax:

  	
  (65) 6536 9453

  



 


REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK

(Signature Pages for Purchasers Follow)



 42














 


 


PURCHASER
SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT


IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase and
Exchange Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.


Name of Investing
Entity:                                                                                                                 


Signature
of Authorized Signatory of Investing Entity: /s/ by
investors listed on the attached schedule


Name of Authorized
Signatory:                                                                                                         


Title of
Authorized Signatory:                                                                                                           


Email Address of
Authorized Entity:                                                                                                


Address for Notice of
Investing Entity:


                                                                  


                                                                  


Fax:                                                          


Address for Delivery of
Securities for Investing Entity (if not same as above):


                                                                  


                                                                  


Subscription Amount: US$                         


Number of Shares:                         


[Omnibus Signature Page to Inovio
Asia Securities Purchase and Exchange Agreement]









 



SCHEDULE 2.1

LIST OF PURCHASERS


	
  Name, Address, Phone/Fax Number, 

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  and Email of Purchaser, and

  	
   

  	
   

  	
   

  	
  Common Stock

  	
   

  	
  Common Stock

  	
   

  	
  Total

  	
   

  
	
  Registration Instructions

  	
   

  	
  Copies of Notices to

  	
   

  	
  Issued

  	
   

  	
  Warrants Underlying

  	
   

  	
  Subscription

  	
   

  
	
  ATP Investments Limited

  	
   

  	
  Fenwick & West LLP

  	
   

  	
  823,045

  	
   

  	
  288,065

  	
   

  	
  USD$

  	
  1,999,999.35

  	
   

  
	
  80 Raffles Place, #51-02

  	
   

  	
  Embarcadero Center West

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Singapore 048624

  	
   

  	
  275 Battery Street

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attention: Patrick gan

  	
   

  	
  San Francisco, CA 94111

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tel: +(65) 65383345

  	
   

  	
  Attn: David Michaels, Esq.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fax: +(65) 65368129

  	
   

  	
  Tel: (415) 875-2455

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Email: patrickgan@atpcap.com

  	
   

  	
  Fax: (415) 281-1350

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
  Email: dmichaels@Fenwick.com

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Evia Growth Opportunities
  Limited

  	
   

  	
  Fenwick & West LLP

  	
   

  	
  411,522

  	
   

  	
  144,032

  	
   

  	
  USD$

  	
  999,998.46

  	
   

  
	
  80 Raffles Place, #51-02

  	
   

  	
  Embarcadero Center West

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Singapore 048624

  	
   

  	
  275 Battery Street

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attention: Patrick gan

  	
   

  	
  San Francisco, CA 94111

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tel: +(65) 65383345

  	
   

  	
  Attn: David Michaels, Esq.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fax: +(65) 65368129

  	
   

  	
  Tel: (415) 875-2455

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Email: kclow@eviacp.com

  	
   

  	
  Fax: (415) 281-1350

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
  Email: dmichaels@Fenwick.com

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Aventures 1 Pte Ltd

  	
   

  	
  Fenwick & West LLP

  	
   

  	
  102,880

  	
   

  	
  36,008

  	
   

  	
  USD$

  	
  249,998.4

  	
   

  
	
  No. 1 Shenton Way, #16-03

  	
   

  	
  Embarcadero Center West

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Singapore 068803

  	
   

  	
  275 Battery Street

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attention: Koh Eng Hong

  	
   

  	
  San Francisco, CA 94111

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tel: +(65) 62210839

  	
   

  	
  Attn: David Michaels, Esq.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fax: +(65) 62205078

  	
   

  	
  Tel: (415) 875-2455

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Email: keh@aventures-capital.com

  	
   

  	
  Fax: (415) 281-1350

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
  Email: dmichaels@Fenwick.com

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Skyven Growth Capital Fund Pte
  Ltd

  	
   

  	
  Fenwick & West LLP

  	
   

  	
  102,880

  	
   

  	
  36,008

  	
   

  	
  USD$

  	
  249,998.4

  	
   

  
	
  2 Alexandra Road, #06-02

  	
   

  	
  Embarcadero Center West

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Delta House, Singapore 159919

  	
   

  	
  275 Battery Street

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tel: +(65) 63717088

  	
   

  	
  San Francisco, CA 94111

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fax: +(65) 62720602

  	
   

  	
  Attn: David Michaels, Esq.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Email: peter@skyven.com

  	
   

  	
  Tel: (415) 875-2455

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
  Fax: (415) 281-1350

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
  Email: dmichaels@Fenwick.com

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HSBC Institutional Trust
  Services 

  	
   

  	
  Fenwick & West LLP

  	
   

  	
  205,761

  	
   

  	
  72,016

  	
   

  	
  USD$

  	
  499,999.23

  	
   

  
	
  (Singapore) Limited, as trustee
  of Pre-IPO

  	
   

  	
  Embarcadero Center West

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fund

  	
   

  	
  275 Battery Street

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21 Collyer Quay, #14-01 HSBC

  	
   

  	
  San Francisco, CA 94111

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Building, Singapore 049320

  	
   

  	
  Attn: David Michaels, Esq.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tel: +(65) 64394488

  	
   

  	
  Tel: (415) 875-2455

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fax: +(65) 65345526

  	
   

  	
  Fax: (415) 281-1350

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Email: irenetntay@hsbc.com.sg;
  craigparkinson@hsbc.com.sg

  	
   

  	
  Email: dmichaels@Fenwick.com

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Raintree Fund 1 Pte Ltd

  	
   

  	
  Fenwick & West LLP

  	
   

  	
  514,403

  	
   

  	
  180,041

  	
   

  	
  USD$

  	
  1,249,999.29

  	
   

  
	
  5 Shenton Way, #11-08, UIC Building

  	
   

  	
  Embarcadero Center West

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Singapore 068808

  	
   

  	
  275 Battery Street

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tel: +(65) 63194999

  	
   

  	
  San Francisco, CA 94111

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fax: +(65) 62265206

  	
   

  	
  Attn: David Michaels, Esq.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Email: jonathantay@westcombfinancial.com

  	
   

  	
  Tel: (415) 875-2455

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
  Fax: (415) 281-1350

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
  Email: dmichaels@Fenwick.com

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Broadven Limited

  	
   

  	
  Fenwick & West LLP

  	
   

  	
  41,153

  	
   

  	
  14,403

  	
   

  	
  USD$

  	
  100,001.79

  	
   

  
	
  80 Raffles Place, #51-02

  	
   

  	
  Embarcadero Center West

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Singapore 048624

  	
   

  	
  275 Battery Street

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attention: Ng Tee Khiang

  	
   

  	
  San Francisco, CA 94111

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tel: +(65) 65383345

  	
   

  	
  Attn: David Michaels, Esq.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fax: +(65) 65368129

  	
   

  	
  Tel: (415) 875-2455

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Email: ntk@broadven.com

  	
   

  	
  Fax: (415) 281-1350

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
  Email: dmichaels@Fenwick.com

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
   

  	
   

  	
  2,201,644

  	
   

  	
  770,573

  	
   

  	
  USD$

  	
  5,349,994.92

  	
   

  
												



 















 


EXHIBIT A


FORM OF EXCHANGE WARRANT



 45
 






 



EXHIBIT B


REGISTRATION RIGHTS AGREEMENT



 46
 






 



EXHIBIT C


ESCROW AGREEMENT



 47
 






 



EXHIBIT D


FORM OF OPINION OF SINGAPORE COUNSEL



 48
 






 



EXHIBIT E


FORM OF OPINION OF COMPANY COUNSEL



 49
 






 



EXHIBIT F


INOVIO FINANCING AGREEMENT



 50
 






 



EXHIBIT G


FORM OF CALL NOTICE



 51
 






 



EXHIBIT H


FORM OF PUT NOTICE



 52
 






 



EXHIBIT I


FORM OF LETTER OF TRANSMITTAL



 53
 






 



EXHIBIT J


APPLICATION FOR SHARES



 54