SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this Agreement) is dated as of September 15, 2006, among INOVIO BIOMEDICAL CORPORATION, a Delaware corporation (the Company), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a Purchaser and collectively the Purchasers); and

WHEREAS, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company shares of Common Stock and Warrants on the Closing Date;

WHEREAS, the offer and sale of the shares of Common Stock, Warrants and Warrant Shares hereunder have been registered by the Company in the Registration Statement, which has been declared effective by order of the Commission under the Securities Act; and

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 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.

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.

Closing means the closing of the purchase and sale of the Shares and the Warrants 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 Companys 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 Securities and Exchange Commission.

Common Stock means the common stock of the Company, $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.

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

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

Lead Purchaser shall mean Broadven Ltd.

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

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 Companys 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 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.

Per Share Purchase Price means $2.43 per share, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement and prior to the Closing Date.

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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.

Post-Effective Amendment means shall have the meaning ascribed to such term in Section 4.2.

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.

Prospectus Supplement means the prospectus supplement to be filed with the Commission pursuant to Rule 424 under the Securities Act relating to the offer and sale of the Securities as listed in the form of prospectus included in the Registration Statement.

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

Registration Statement means the registration statement filed with the Commission on Form S-3 (File No. 333-134084) under the Securities Act and the rules and regulations of the Commission thereunder, declared effective as of May 25, 2006, and such amendments to such registration statement as have been filed as of the date of this Agreement, the exhibits and any schedules thereto, the documents incorporated by reference therein and the documents and information otherwise deemed to be a part thereof or included therein, including the Prospectus Supplement and any Post-Effective Amendment.

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 Warrants and the Warrant Shares.

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

Shares means the shares of Common Stock issued or issuable to each Purchaser pursuant to this Agreement.

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

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

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.

Subsidiary Financing means the sale and purchase of shares of the Ordinary Shares of Inovio Asia Pte. Ltd., the Companys subsidiary organized in the Republic of Singapore (IAPL), pursuant to the Securities Purchase and Exchange Agreement between IAPL, the Company and certain purchasers named therein, to be dated of even date herewith and to close concurrently with the Closing.

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 Warrants and any other documents or agreements executed in connection with the transactions contemplated hereunder.

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

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

ARTICLE II.
PURCHASE AND SALE

2.1                                 Closing.  On the Closing Date, each Purchaser shall purchase from the Company, severally and not jointly with the other Purchasers, and the Company shall issue and sell to each Purchaser, (a) the number of Shares set forth with respect to such Purchaser on Schedule 2.1 under the caption Purchased Shares with respect to such Purchaser and (b) Warrants to purchase such number of shares of Common Stock as is set forth with respect to such Purchaser on Schedule 2.1 under the caption Warrants to be Issued.  The aggregate number of Shares sold hereunder shall be up to 4,074,067 (excluding shares issuable upon exercise of the Warrants).  Prior to the Closing, the Subscription Amount payable by each Purchaser in the Closing, together with all other closing deliverables available, shall be placed in escrow pending the Closing pursuant to a closing escrow agreement among the Company, the Lead Purchaser and Fenwick & West LLP (the latter serving as the Escrow Agent), which agreement shall be in the form attached hereto as Exhibit B (the Closing Escrow Agreement). Upon satisfaction of

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the conditions to the obligations of the Purchasers set forth in Section 2.2(a) and the conditions to the obligations of the Company set forth in Section 2.2(b), 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.

2.2                                 Closing Conditions; Deliveries.

(a)                                  The obligations of each Purchaser to purchase the Shares and Warrants and to pay the Subscription Amount therefore 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 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 $8,000,000.

(iii)                               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)                                a copy of, and written acknowledgement by the Companys transfer agent of, irrevocable instructions duly signed by an authorized signatory of the Company addressed to the Companys transfer agent instructing the transfer agent to deliver, on an expedited basis and no later than the third Trading Day after the Closing Date, one or more certificates evidencing the aggregate number of shares of Common Stock duly authorized, issued, fully paid and non-assessable, equal to such Purchasers Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser;

(C)                                one or more certificates evidencing the Warrants, registered in the name of such Purchaser (subject to Section 4.9 below), pursuant to which such Purchaser shall initially have the right to acquire up to the number of shares of Common Stock set forth with respect to such Purchaser on Schedule 2.1 under the caption Warrants to be Issued;

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

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

(F)                                 the Securities Purchase and Exchange Agreement for the Subsidiary Financing duly executed by the Company;

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(G)                                A certificate of the Secretary of the Company (the Secretarys 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 Secretarys 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 Secretarys Certificate is a true and complete copy of the Bylaws of the Company, as amended to the Closing Date;

(3)                                  that attached to the Secretarys Certificate are true and complete copies of the resolutions of the Board of Directors of the Company (the Board of Directors) 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 Shares, Warrants and Warrant Shares;

(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)                               A wire transfer in the amount of $100,000 pursuant to the reimbursement provision of Section 5.1 of this Agreement;

(I)                                    Confirmation from AMEX, or a letter from the Company, based upon (and summarizing) a discussion with AMEX, confirming that the Companys issuance of the Shares and Warrants, the Subsidiary Financing, the structure of the transactions contemplated by this Agreement and the Subsidiary Financing, and the pricing of the Securities does not require approval of the Companys stockholders; and

(J)                                   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.

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

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(iv)                              AMEX shall have notified the Company that the Shares, the Warrant Shares, the shares of the Companys common stock to be exchanged for ordinary shares of IAPL in the Subsidiary Financing and the shares of the Companys common stock issuable upon exercise of the warrants to be exchanged for ordinary shares of IAPL in the Subsidiary Financing have been approved for listing on AMEX.

(v)                                 The Company shall have timely filed the Prospectus Supplement relating to the issuance and sale of the Securities to be issued by the Company pursuant to this Agreement.

(b)                                 The obligations of the Company to issue and sell the Shares and Warrants to each Purchaser 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 $8,000,000.

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