PREFERRED STOCK EXCHANGE AGREEMENT

THIS PREFERRED STOCK EXCHANGE AGREEMENT (this Agreement) is made and entered into as of September 15, 2006 by and among INOVIO BIOMEDICAL CORPORATION, a Delaware corporation (the Company), and                      , a                     (the Investor).

RECITALS:

A.            Investor is the holder of                      shares of the Series C Series C Cumulative Convertible Preferred Stock, $10,000 liquidation preference per share, par value $0.001 per share of the Company (the Preferred Stock);

B.            Investor desires to exchange the Preferred Stock with the Company for (1) shares common stock, $0.001 par value, of the Company (the Common Stock) and (2) Warrants (as hereinafter described and the Company desires to issue and exchange its Common Stock and Warrants with Investor for the Preferred Stock;

AGREEMENT:

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, the Company and Investor agrees as follows:

1.             DEFINITIONS. For all purposes of this Agreement, the following capitalized terms have the meanings indicated in this Section.

AMEX means the American Stock Exchange.

BusinessDaymeans 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.

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

Closingmeans the closing of the Exchange pursuant to Section 2.

CommonStock Equivalentsmeans any securities of the Company or any of its 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.

CommonStockhas the meaning set forth in Paragraph B of the Recitals

Companyhas meaning therefor as set forth in the first paragraph of this Agreement.

Exchangemeans the exchange at the Closing between the Company and the Investor at the Closing of the Investors Preferred Stock for the Shares and Warrants Company on the terms and conditions of this Agreement.

InvestorsNamemeans the name and address of, and other information concerning, the Investor as appearing on the certificate(s) for the Preferred Stock surrendered in exchange for the Shares and Warrants pursuant to this Agreement.

Investorhas meaning therefor as set forth in the first paragraph of this Agreement.

Personmeans 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.

PreferredStockhas the meaning set forth in Paragraph A of the Recitals.

Purchasersmean the parties to the Registration Rights Agreement other than the Company.

RegistrationRights Agreementmeans the Registration Rights Agreement dated as of September 15, 2006 between the Company and the other parties thereto in substantially the form of Exhibit A.

Securities Actmeans the United States Securities Act of 1933, as amended.

Securities Purchase Agreementmeans that certain Securities Purchase Agreement dated September 15, 2006 by and among the Company and the parties identified on the signature pages thereto.

Securitiesmeans the Shares, the Warrants and the Warrant Shares.

Sharesmean the shares of Common Stock to be issued in accordance with this Agreement upon surrender of the Preferred Stock at the Closing, which Shares (as proportionately adjusted for stock splits, stock dividends and similar events occurring prior to the Closing) shall be equal to the product (rounded down to nearest whole number) of (a) the number of shares of Preferred Stock surrendered by Investor, multiplied by (b) the quotient resulting by dividing the sum of (i) US$10,000 plus any accrued and unpaid dividends on the Preferred Stock by (ii) US$2.43.

Short Salemeans a sale of Common Stock that is marked as a short sale and that is executed at a time when the Investor has no equivalent offsetting long position in the Common Stock.  For purposes of determining whether the Investor 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 the Investor (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 the Investor.

Warrant Sharesmeans the shares of Common Stock issuable upon exercise of the Warrants.

Warrants mean warrants to purchase 35 percent of the number of Shares at an exercise price of $2.87 per share (as proportionately adjusted for stock splits, stock dividends and similar events occurring prior to the Closing) in substantially the form of Exhibit B to this Agreement; provided, however, that if any Warrants would result in the purchase of a fractional share, the number of shares issuable upon exercise of the Warrants will be rounded down to the nearest whole share.2. EXCHANGE; CLOSING; CONDITIONS

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