IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed in duplicate as of the date and year first above written.

Consultant

Genetronics

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EXHIBIT A

DESCRIPTION OF CONSULTING SERVICES

Consultant shall perform the following services to assist Genetronics in conducting Research and Development:

Term:  The term of this Agreement shall be for 6 MONTHS from the Effective Date unless terminated earlier by either Party or unless extended in writing by Genetronics.

1.               Consultant will be responsible for consulting services TBD by the Company, on a project by project bases.

2.               Consultant shall be compensated as outlined in Exhibit B.  When traveling, Consultant will be responsible for Genetronics’ policy and procedures discussed in the “Travel and Expense Reimbursement Policy”, a copy of which has been provided to Consultant.  Consultant will not have the privileges of Genetronics’ travel agent.

3.               Consultant will be responsible for completing the specific tasks established by the Company is that further explain the scope of activities of this Agreement.

4.               Consultant must have a portable computer and cellular telephone to perform in-house activities and appropriate travel privileges to conduct site visits in the United States, Canada, Mexico, Eastern Europe and Western Europe.  Consultant may be asked to use a Genetronics computer to access Genetronics information, including emails.

5.               Consultant must use their own credit card without cash advances from Genetronics.

6.               Consultant will be required to operate in the capacity of an independent contractor and avoid any activities that create the appearance that Consultant is a permanent or temporary employee of Genetronics.

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EXHIBIT B

COMPENSATION

For consulting Services rendered under this Agreement:

1.               Compensation will be determined on a project by project bases (U.S. dollars).

2.               No compensation is provided for holidays and personal leave during the duration of this contract.

3.               Consultant will submit monthly invoices to Genetronics that include an Invoice number, a description of activities performed, and the time period and hours worked for each activity.  Invoices must be submitted to Genetronics’ address or via email with attachment by the 6^th day of the following month.  Invoices exceeding 120 days from last day of month of activity will not be compensated.

4.               Consultant will be compensated for travel expenses according to the “Travel and Expense Reimbursement Policy”, a copy of which has been provided to Consultant.

5.               Services to be performed will be agreed upon between Consultant and Genetronics prior to commencement.  Genetronics may require brief periodic written reports on the status of the Services performed under this Agreement.

6.               Consultant will maintain all records of billing/invoicing, site visit reports, site communications, and any other documents related to the studies according to FDA record retention regulations.

7.               Use of Taxi is preferred over car rental unless prior authorization is obtained from Genetronics.

EXHIBIT C

CONFIDENTIAL DISCLOSURE AGREEMENT

This Confidential Disclosure Agreement (“CDA”) is entered into as of the 1^st day of January 2008, between Dietmar Rabussay a Consultant having offices at 518 N. Rios Ave., Solana Beach, Ca 92075, (“Consultant”), and Genetronics, Inc., a California corporation and wholly owned subsidiary of Inovio Biomedical Corporation, having offices at 11494 Sorrento Valley Road, San Diego, California,

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92121-1318 (“Genetronics”), (both Consultant and Genetronics collectively the “Parties” or individually a “Party”).

RECITALS

WHEREAS, Genetronics desires to provide Consultant with non-public Confidential Information (herein after defined) concerning technology developed by Genetronics; and

WHEREAS, Genetronics desires to protect the confidentiality of its non-public Confidential Information;

WHEREAS, Consultant and Genetronics intend to determine in this CDA how non-public Confidential Information that will be disclosed by Genetronics to Consultant will be treated as between the Parties; and

NOW THEREFORE, in consideration of the foregoing premises and the following mutual covenants, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Consultant agrees as follows:

DEFINITIONS

1.                                       “Confidential Information” includes, but is not limited to, all data and other information generated through the pursuit of business activities and research and development efforts conducted by Genetronics including, but not limited to, protocols, instructions, brochures, forms, data reports, clinical data, interpretations, analyses, processes, drawings, photographs, records, specifications, designs, programs, product development activities, software packages, software documentation and information, technical know how, concepts, theories, ideas, methods and procedures of operation, business or marketing plans, third-party negotiation information, proposals, financial information, compiled data, communications, customer lists and data, samples of product, results of research and development activities, trade secrets, inventions, improvements and discoveries, patentable or otherwise, and all other information which is generally not known to the public or is otherwise treated by Genetronics as confidential.

2.                                       The term “Subject Matter” in this CDA means Genetronics’ human clinical trials and any activities pursued by Consultant in assisting in such trials.

TERMS

1.                                       Consultant will not disclose Genetronics’ Confidential Information to any third party or use it for his or her own benefit or for any commercial purpose, or for the benefit of any third party, other than pursuant to this CDA and as required in connection with the Subject Matter.  Consultant further agrees that he or she will not disclose Genetronics’ Confidential Information to any employees, directors, consultants, or staff involved in the Subject Matter (“Consultant Staff”), if any, unless such Consultant Staff have signed currently effective confidentiality agreements with obligations equivalent to those contained in this CDA or unless such Consultant Staff are bound by a written institutional policy that contains obligations equivalent to those contained in this CDA.

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2.                                       Nothing in this CDA grants to Consultant any right or license to Confidential Information or to any existing patents owned or controlled by Genetronics or improvements thereon except as expressly stated herein.  Consultant agrees that any and all Confidential Information received by it from Genetronics shall remain the property of Genetronics.

3.                                       Consultant shall mark all Confidential Information disclosed by Consultant in writing under this CDA as “Proprietary” or “Confidential”.  All Confidential Information disclosed orally by Consultant to any third party shall be memorialized in writing and marked “Confidential” and provided by the Consultant to Genetronics within thirty (30) days of such disclosure.

4.                                       Consultant agrees to restrict circulation of Genetronics’ Confidential Information and not disclose such information except on a need-to-know basis, and shall not cause or allow it to be used, disclosed, duplicated or proliferated except to the extent necessary in connection with the Subject Matter.

5.                                       In the event that Consultant is requested or required by a court or governmental agency with competent jurisdiction (by oral questions, interrogatories, requests for information of documents, subpoenas, Civil Investigative Demands or other processes) to disclose (i) any Confidential Information or (ii) any opinion, judgment or recommendations concerning Genetronics as developed from the Confidential Information, it is agreed that Consultant will first provide Genetronics with prompt notice of such request(s) or requirements so that Genetronics may seek appropriate legal protection or waive Consultant’s compliance with the provisions of this CDA.  If, failing the entry of legal protection or the receipt of a waiver hereunder, Consultant is, in the opinion of his or her counsel, compelled to disclose the Confidential Information, Consultant may disclose that portion of the Confidential Information which his or her counsel advises that Consultant is compelled to disclose, but only after appropriate process has been allowed to keep such Confidential Information from public disclosure.  In any event, Consultant will not oppose action by, and will cooperate with, Genetronics to obtain legal protection or other reliable assurance that confidential treatment will be accorded the Confidential Information.

6.                                       It is understood and agreed that if Consultant breaches or threatens to breach any provision of this CDA, Genetronics may suffer irreparable harm, and monetary damages may be inadequate to fully compensate for such breach.   Accordingly, it is understood and agreed that Genetronics shall be entitled, in the event of a breach or a threatened breach of any provision this CDA by Consultant, to seek a temporary restraining order, preliminary injunction and permanent injunction in order to prevent or restrain any such breach by Consultant.

7.                                       The restrictions and obligations under this CDA concerning confidentiality shall not apply to any portion of the Confidential Information which:

(i)                                     is or becomes available to the general public through no act of Consultant or any other person or entity restricted by this CDA;

(ii)                                  may be demonstrated to have been known at the time of the receipt thereof as evidenced by tangible records of Consultant;

(iii)                               subsequently may be rightfully obtained from a third party who lawfully possessed the information and who may lawfully make such disclosure; or

(iv)                              is independently developed without the use of Confidential Information.

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8.                                       Unless extended by the Parties in writing, this CDA will terminate on the 2nd anniversary of the date first above written and may be modified only in a writing signed by the Parties.

9.                                       Notwithstanding termination of this CDA, the obligations of confidentiality set forth in this CDA will remain in full force and effect for five (5) years following the date of termination of this CDA.

10.                                 If requested in writing at any time by Genetronics, Consultant shall either return or destroy all Genetronics’ Confidential Information in its possession, except that one copy of written Confidential Information may be retained by Consultant’s legal counsel for archival purposes.

11.                                 This CDA shall be binding upon and inure to the benefit of the Parties hereto, the successors and assigns of Genetronics and Consultant, but shall not be assignable by Consultant without prior written consent of Genetronics.  Genetronics may assign this CDA at any time without limitation.

12.                                 This represents the entire agreement between the Parties.  No right or obligation other than those recited herein is to be implied from this CDA.  No waiver of any breach, any failure of a term or condition, or any right or remedy contained in or granted by this CDA by Genetronics will be effective unless it is in writing and signed by Genetronics waiving the breach, failure, right, or remedy.

13.                                 This CDA shall be interpreted in accordance with the laws of the State of California.

AGREED TO AND EFFECTIVE AS OF THE DATE FIRST ABOVE WRITTEN:

CONSULTANT

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EXHIBIT D

ELECTRONIC COMMUNICATION AND EQUIPMENT POLICY

I.  Electronic Mail, Voice Mail, Software and Computer Files

The following sets forth Genetronics’ policy on access and disclosure of electronic mail and voice mail messages sent or received by Genetronics’ employees and consultants and on software and other computer files on any free-standing or laptop computer or any other electronic communication device, on-site or remotely accessed.  This policy may be changed at any time.

Even though you may have personal pass codes, you should not consider the information stored in email or voice mail to be confidential or personal.

The electronic mail and voice mail systems of Genetronics are not to be used in a way that may be disruptive, offensive to others, or harmful to morale.

In general, you should use the information systems Genetronics business only.  All messages are Genetronics’ records.  Genetronics reserves the right to access and disclose all messages sent over its email and voice mail systems, regardless of their purpose.  Therefore, please do not send any email or voice mail message that could be embarrassing to you or others if read or heard by a stranger.

You should not attempt to gain access to another employee’s or consultant’s email or voice mail messages without their express permission.  However, Genetronics’ management reserves the right to enter your email and voice mail without your permission.  Such entry may or may not be due to computer upgrades, problems with software, or other technical reasons. Monitoring can and probably will occur without prior announcement.  You may not use another employee’s or consultant’s email or voice mail to send messages.

Genetronics’ management reserves the right to examine any Genetronics’ property, including all disk storage, hardware, software, email, voice mail, and any other type of electronic media, with or without advance notice or consent.

All software installations must be authorized by the IT department. Installation of unauthorized software on your computer system is prohibited and will not be supported by the IT Department should you have problems with your computer system. Such software may be detrimental to the overall Genetronics network system.

II.  Internet/Intranet Policy

General Principles:

·                  Genetronics provided Internet/Intranet and email privileges, like computer systems and networks, are considered Genetronics resources and are intended to be used for business purposes only.  Usage may be monitored for unusual activity.

·                  Correspondence via email is not guaranteed to be private.

·                  Genetronics email accounts should not be used for anything other than Genetronics-sanctioned communications.

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·                  Use of Internet/Intranet and email may be subject to monitoring.  Users may also be subject to limitations on their use of these systems.

·                  The distribution of any information through the Internet, computer-based services, email, and messaging systems is subject to the scrutiny of Genetronics’ management.  Genetronics’ management reserves the right to determine the suitability of this information.

·                  Any info transmitted by an employee or consultant over internet or via email can be used against that party by Genetronics (or can be used for any reason by Genetronics).

Conditions of Use:

Users shall not:

·                  Visit Internet sites that contain obscene, hateful, or other material objectionable to Genetronics as determined by Genetronics in its sole discretion;

·                  Send or receive any material that is obscene or defamatory or which is intended to annoy, harass, or intimidate another person;

·                  Solicit emails that are unrelated to business activities;

·                  Solicit non- Genetronics business for personal gain or profit;

·                  Use the Internet or email for any illegal purpose;

·                  Represent personal opinions as those of Genetronics;

·                  Make or post indecent remarks, proposals or materials;

·                  Upload, download, or otherwise transmit commercial software or any copyrighted materials belonging to parties outside of Genetronics or to Genetronics itself;

·                  Use the Internet or email for the purpose of gambling;

·                  Download any software or electronic files without implementing virus protection measures that have been approved by Genetronics;

·                  Intentionally interfere with the normal operation of the network, including the propagation of computer viruses and sustained high volume network traffic which substantially hinders others in their use of the network;

·                  Reveal or publicize confidential or proprietary information that includes, but is not limited to financial information, new business and product ideas, marketing strategies and plans, databases and the information contained therein, customer lists, computer software source codes, computer/network access codes, and business relationships;

·                  Post on message boards regarding Genetronics, its past or present employees, its stock, or comments designed to move the stock up or down, including but not limited to “anonymous” postings from any computer owned by Genetronics or not;

·                  Examine, change, or use another person’s files, output, or user name for which the intruder does not have explicit authorization;

·                  Perform any other inappropriate uses identified by Genetronics’ management;

·                  Waste time on non-Company business.

III.         Password Policy and Guidelines

By default, standard Genetronics procedures will prompt new employees, temporary workers, and consultants to change their password immediately after their first initial login to the network.  Anytime thereafter if your system prompts you again with “Your Windows account has been set to force a password change upon initial login.  You must change your password now!”

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Then please do the following:

1)             Click OK

2)             Change your password to a new password taking into consideration the following guidelines

·                  All user account passwords will be forced to change every 90 days.

·                  Minimum password length is set to 6 characters.

·                  Passwords CANNOT be the same as the one used previously.  So please remember your password and avoid leaving it written down out in public

·                  The “Account Lockout Threshold” will be set to 5 attempts.  If the password has not been changed within these 5 attempts, your account will be disabled and only your NETWORK ADMINISTRATOR can unlock it.

Furthermore, we highly recommend you setup a screensaver to be password protected about 15 minutes after which your system has been unattended, at the very least log off the workstation or Ctrl-Alt Delete, and lock workstation.  Please contact us at the following numbers below if you need assistance in setting this up.

IV.        Help Desk Procedures

The IT Department would like to inform you of the basic procedures for submitting phone, computer, printer, copier, file and security access to our network and building infrastructure.  Should you require any of the above, please contact the IT Department Hotline at ***@*** or our Helpdesk at X-3100.  If additional paperwork or an approval from management is required, we will inform you.

IT Department Contacts:

·                  Joseph Davis — Director of IT (X-3110)

Users who violate any of the guidelines set in the policy may be subject to disciplinary action, up to and including revocation of access privileges, suspension, and/or termination.  Genetronics also retains the right to report any illegal violations to the appropriate authorities.

By my signature below, I hereby certify that I have read and agree to comply with the above Electronic Communication and Equipment Policy:

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