Exhibit 2.1
AMENDMENT NO. 1 TO
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER
This Amendment No. 1 (the
“ Amendment ”) dated as of March 31,
2009, amends the Amended and Restated Agreement and Plan of Merger
made and entered into as of December 5, 2008 (the “
Agreement ”), by and among Inovio Biomedical
Corporation, a Delaware corporation (“ Inovio
”), Inovio Acquisition, LLC, a Delaware limited liability
company and wholly-owned subsidiary of Inovio (“
Submerger ”), and VGX
Pharmaceuticals, Inc. (“ VGX
”). Unless defined explicitly herein, all capitalized
terms used in this Amendment shall have the respective meanings
ascribed to them in the Agreement.
RECITALS
WHEREAS, Inovio and VGX remain
committed to completion of the Merger and are taking active steps
to complete the registration process with the SEC;
WHEREAS, the Closing will not be
able to occur by March 31, 2009 due to the time required to
complete the registration process, mail the Proxy
Statement/Prospectus, provide for required notice periods and hold
the Inovio and VGX Stockholder Meetings;
WHEREAS, the Agreement may be
amended only in a written instrument signed by the parties to the
Agreement; and
WHEREAS, the parties desire to amend
the Agreement to protect and support the interests of Inovio and
VGX stockholders alike and enable a Closing to occur on or prior to
June 30, 2009.
NOW, THEREFORE
, in consideration of the covenants,
promises and representations set forth herein, and for other good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties, intending to b
