REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this Agreement) is made and entered into as of September 15, 2006 among Inovio Biomedical Corporation, a Delaware corporation (the Company), and each of the purchasers executing this Agreement and listed on Schedule 1 attached hereto (collectively, the Purchasers).

This Agreement is being entered into pursuant to the Securities Purchase and Exchange Agreement, dated as of the date hereof, by and among the Company, its subsidiary, Inovio Asia Pte. Ltd., incorporated in the Republic of Singapore (IAPL), and the Purchasers (the Purchase Agreement).

The Company and the Purchasers hereby agree as follows:

1.             Definitions.

Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

Advice shall have the meaning set forth in Section 3(m).

Affiliate means, with respect to any Person, any other Person that directly or indirectly controls or is controlled by or under common control with such Person. For the purposes of this definition, control, when used with respect to any Person, means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise; and the terms of affiliated, controlling and controlled have meanings correlative to the foregoing.

Blackout Period shall have the meaning set forth in Section 3(n).

Board shall have the meaning set forth in Section 3(n).

Business Day means any day except Saturday, Sunday and any day which 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 or a day on which the Commission is closed.

Closing Date means the Closing Date as defined in the Purchase Agreement.

Commission means the Securities and Exchange Commission.

Common Stock means the Companys Common Stock, par value $0.001 per share.

Effectiveness Period shall have the meaning set forth in Section 2.

Exchange Date means the date upon which at least 75% of the ordinary shares of IAPL sold pursuant to the Purchase Agreement are exchanged for the Shares and Warrants.

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

Filing Date means the 5th day following the Exchange Date.

Holder or Holders means the holder or holders, as the case may be, from time to time of Registrable Securities, including without limitation the Purchasers and their assignees. For purposes of this Agreement, the holder or holders of Warrants shall be deemed to be holders of that number of shares of Registrable Securities into which such Warrants are exercisable at the applicable time.

Indemnified Party shall have the meaning set forth in Section 5(c).

Indemnifying Party shall have the meaning set forth in Section 5(c).

Lead Purchaser shall mean Broadven Ltd.

Losses shall have the meaning set forth in Section 5(a).

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

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 means the prospectus included in any Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference in such Prospectus.

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