INOVIO BIOMEDICAL CORPORATION AMENDED AND RESTATED 2000 STOCK OPTION PLAN

five percent (25%) of the Company Voting Securities unless such acquisition has been approved by the Board;

        (ii)   any election has occurred to persons to the Board that causes two-thirds of the Board to consist of persons other than (i) persons who were members of the Board on the Effective Date of the Plan and (ii) persons who were nominated for election as members of the Board at a time when two-thirds of the Board consisted of persons who were members of the Board on the Effective Date of the Plan, provided, however, than any person nominated for election by a Board at least two-thirds of whom constituted persons described in clauses (i) and/or (ii) or by persons who were themselves nominated by such Board shall, for this purpose, be deemed to have been nominated by a Board composed of persons described in clause (i);

        (iii)  the consummation ( i.e.  closing) of a reorganization, merger or consolidation involving the Company, unless, following such reorganization, merger or consolidation, all or substantially all of the individuals and entities who were the respective beneficial owners of the Outstanding Shares and Company Voting Securities immediately prior to such reorganization, merger or consolidation, following such reorganization, merger or consolidation beneficially own, directly or indirectly, more than seventy five percent (75%) of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors or trustees, as the case may be, of the entity resulting from such reorganization, merger or consolidation in substantially the same proportion as their ownership of the Outstanding Shares and Company Voting Securities immediately prior to such reorganization, merger or consolidation, as the case may be;

        (iv)  the consummation ( i.e.  closing) of a sale or other disposition of all or substantially all of the assets of the Company, unless, following such sale or disposition, all or substantially all of the individuals and entities who were the respective beneficial owners of the Outstanding Shares and Company Voting Securities immediately prior to such reorganization, merger or consolidation, following such reorganization, merger or consolidation beneficially own, directly or indirectly, as the case may be, of the entity purchasing such assets in substantially the same proportion as their ownership of the Outstanding Shares and Company Voting Securities immediately prior to such sale or disposition, as the case may be; or

        (v)   a complete liquidation or dissolution of the Company.

        (f)     “Code” means the United States Internal Revenue Code of 1986, as amended from time to time;

        (g)    “Committee” means a committee of the Board appointed in accordance with this Plan, or if no such committee is appointed, the Board itself;

        (h)    “Company” means Inovio Biomedical Corporation;

        (i)     “Company Voting Securities” means the combined voting power of all outstanding voting securities of the Company entitled to vote generally in the election of directors to the Board.

        (j)     “Covered Employee” means the chief executive officer and the four (4) other highest compensated officers of the Company for whom total compensation is required to be reported to shareholders under the Exchange Act, as determined for purposes of Section 162(m) of the Code;

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        (k)    “Date of Grant” means the date on which a grant of an Option is effective;

        (l)     “Direct or Indirect Ownership” of securities by a Person is calculated in accordance with the following rules:

        (i)    the Person shall be deemed to own stock owned, directly or indirectly, by or for siblings (including half siblings), spouse, ancestors and lineal descendants, and

        (ii)   stock owned, directly or indirectly, by or for a corporation, partnership, estate or trust, shall be deemed to be owned proportionately by or for its shareholders, partners or beneficiaries;

        (m)   “Disability” means a medically determinable physical or mental impairment which causes an individual to be unable to engage in any substantial gainful activity, as determined by the Committee;

        (n)    “Disposition” includes a sale, exchange, gift, or transfer of legal title, but does not include a pledge, hypothecation, transfer from a decedent to an estate, transfer by bequest or inheritance, or the other excepted circumstances referred to in section 424(c) of the Code;

        (o)    “Effective Date” means the Effective Date of the Plan, as adopted by the Board as of July 31, 2000, subject to the approval of the shareholders of the Company;

        (p)    “Exchange Act” means the Securities Exchange Act of 1934, as amended;

        (q)    “Fair Market Value” means:

        (i)    where the Shares are listed for trading on a stock exchange or over the counter market, the closing price of the Shares on the trading day immediately prior to the date of grant on such stock exchange or over the counter market as may be selected for such purpose by the Committee, or

        (ii)   where the Shares are not listed for trading on a stock exchange or over the counter market, the value which is determined by the Committee to be the fair value of the Shares at the Date of Grant, taking into consideration all factors that the Committee deems appropriate, including, without limitation, recent sale and offer prices of the Shares in private transactions negotiated at arm’s length;

        (r)    “Guardian” means the guardian, if any, appointed for an Optionee;

        (s)    “ISO” means an Option granted to an employee of the Company or an Affiliate of the Company that is intended to qualify as an “incentive stock option” for purposes of section 422 of the Code and is therefore subject to favourable tax treatment under the Code;

        (t)     “ISO Optionee” means an Optionee to whom an ISO has been granted;

        (u)    “Modification” means any change in the terms of an Option which gives the Optionee additional benefits under the Option within the meaning of section 424(h) of the Code, but such change shall not include a change in the terms of an Option:

        (i)    in the case of an Option not immediately exercisable in full, to accelerate the time within which the Option may be exercised, or

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        (ii)   attributable to the issuance or assumption of an Option by reason of a corporate merger, consolidation, acquisition of property or stock, separation, reorganization or liquidation if the new Option or assumption of the old Option does not give the Optionee additional benefits which he did not have under the old Option;

        (v)    “Non-Employee Director” means a member of the Board who either (i) is not a current employee or officer (within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder) of the Company or an Affiliate of the Company, does not receive compensation (directly or indirectly) from the Company or an Affiliate of the Company for services rendered as a consultant or in any capacity other than as a director (except for an amount as to which disclosure would not be required under Item 404(a) of Regulation S-K promulgated pursuant to the Securities Act (“Regulation S-K”), does not possess an interest in any other transaction as to which disclosure would be required under Item 404(a) of Regulation S-K, and is not engaged in a business relationship as to which disclosure would be required under Item 404(b) of Regulation S-K; or (ii) is otherwise considered a “non-employee director” for purposes of Rule 16b-3;

        (w)   “Non-ISO” means an Option that is not intended to qualify as an “incentive stock option” for purposes of section 422 of the Code;

        (x)    “Non-ISO Optionee” means an Optionee to whom a Non-ISO has been granted;

        (y)    “Option” means an option to purchase Shares granted pursuant to the terms of this Plan;

        (z)    “Option Agreement” means a written agreement between an Optionee and the Company, specifying the terms of the Option being granted to the Optionee under the Plan;

        (aa)  “Option Price” means the price at which an Option is exercisable to purchase Shares;

        (bb)  “Optionee” means a person to whom an Option has been granted;

        (cc)  “Outside Director” means a director who either (i) is not a current employee of the Company or an “affiliated corporation” (within the meaning of the United States Treasury regulations promulgated under Section 162(m) of the Code), is not a former employee of the Company or an “affiliated corporation” receiving compensation for prior services (other than benefits under a tax qualified pension plan), was not an officer of the Company or an “affiliated corporation” at any time, and is not currently receiving direct or indirect remuneration from the Company or an “affiliated corporation” for services in any capacity other than as a director, or (ii) is otherwise considered an “outside director” for purposes of Section 162(m) of the Code;

        (dd)  “Outstanding Shares” means , at any time, the issued and outstanding Shares.

        (ee)  “Parent Corporation” means any corporation in an unbroken chain of corporations ending with Inovio Biomedical Corporation if, at the Date of Grant, each corporation other than Inovio Biomedical Corporation owns stock possessing 50 percent or more of the total combined voting power of all classes of stock in one of the other corporations in such chain;

        (ff)   “Person”     means a natural person, company, government, or political subdivision or agency of a government; and where two or more Persons act as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of an issuer, such syndicate or group shall be deemed to be a Person;

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        (gg)  “Plan” means this Stock Option Plan of the Company. The Plan was adopted by the Board as of July 31, 2000 and approved by the shareholders of the Company on August 7, 2000. The Plan was amended by the Committee through July 2, 2008, subject to the approval of the shareholders of the Company and required regulatory approvals;

        (hh)  “Rule 16b-3” means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3 as in effect with respect to the Company at the time discretion is being exercised regarding the Plan;

        (ii)    “Qualified Successor” means a person who is entitled to ownership of an Option upon the death of an Optionee, pursuant to a will or the applicable laws of descent and distribution upon death;

        (jj)    “Securities Act” means the Securities Act of 1933, as amended;

        (kk)  “Shares” means the common shares without par value in the capital of Inovio Biomedical Corporation;

        (ll)    “Subsidiary Corporation” means any corporation in an unbroken chain of corporations beginning with Inovio Biomedical Corporation if, at the Date of Grant, each of the corporations other than the last corporation owns stock possessing 50 percent or more of the total combined voting power of all classes of stock in one of the other corporations in such chain; and

        (mm)   “Term” means the period of time during which an Option is exercisable.

2.     STATEMENT OF PURPOSE

         2.1    Principal Purposes— The principal purposes of the Plan are to provide the Company and its shareholders with the advantages of the incentive inherent in stock ownership on the part of employees, officers, directors, and consultants responsible for the continued success of the Company; to create in such individuals a proprietary interest in, and a greater concern for, the welfare and success of the Company; to encourage such individuals to remain with the Company; and to attract new employees, officers, directors and consultants to the Company.

         2.2    ISOs and Non-ISOs— Under this Plan, the Company may grant either ISOs or Non-ISOs. Each ISO granted hereunder is intended to constitute an “incentive stock option,” for the purposes of section 422 of the Code, and this Plan and each such ISO is intended to comply with all of the requirements of Section 422 of the Code and of all other provisions of the Code applicable to incentive stock options and to plans issuing the same. Each Non-ISO granted hereunder is intended to constitute an Option that is not an “incentive stock option” for the purposes of section 422 of the Code, and that does not comply with the requirements of Section 422 of the Code.

3.     ADMINISTRATION

         3.1    Board or Committee— The Plan shall be administered by the Board or by a committee of the Board appointed in accordance with Section 3.2 or 3.4 below.

         3.2    Appointment of Committee— The Board may at any time appoint a Committee, consisting of not less than two of its members, to administer the Plan on behalf of the Board in accordance with such terms and conditions as the Board may prescribe, consistent with this Plan. Once appointed, the Committee shall continue to serve until otherwise directed by the Board. From time to time, the Board may increase the size of the Committee and appoint additional members, remove members (with or without cause) and appoint

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new members in their place, fill vacancies however caused, or remove all members of the Committee and thereafter directly administer the Plan. In the discretion of the Board, a Committee may consist solely of two (2) or more Non-Employee Directors, and/or Outside Directors. Notwithstanding anything in this Section 3 to the contrary, the Board or the Committee may delegate to a Committee of one or more members of the Board the authority to grant Options to eligible persons who (a) are not then subject to Section 16 of the Exchange Act and/or (b) are either (i) not then Covered Employees and are not expected to be Covered Employees at the time of recognition of income resulting from such Options, or (ii) not persons with respect to whom the Company wishes to comply with Section 162(m) of the Code.

         3.3    Quorum and Voting— A majority of the members of the Committee shall constitute a quorum, and, subject to the limitations in this Section 3, all actions of the Committee shall require the affirmative vote of members who constitute a majority of such quorum.

         3.4    Committee Complying with Section 162(m) of the Code— If the Company is a “publicly held corporation” within the meaning of Section 162(m), the Board may establish a Committee of “outside directors” within the meaning of Section 162(m) to approve the grant of any Option which might reasonably be anticipated to result in the payment of employee remuneration that would otherwise exceed the limit on employee remuneration deductible for income tax purposes pursuant to Section 162(m) of the Code.

         3.5    Powers of Committee— Any Committee appointed under Section 3.2 or 3.4 above shall have the authority to do the following:

        (a)   administer the Plan in accordance with its express terms;

        (b)   determine all questions arising in connection with the administration, interpretation, and application of the Plan, including all questions relating to the value of the Shares;

        (c)   correct any defect, supply any information, or reconcile any inconsistency in the Plan in such manner and to such extent as shall be deemed necessary or advisable to carry out the purposes of the Plan;

        (d)   prescribe, amend, and rescind rules and regulations relating to the administration of the Plan;

        (e)   determine the duration and purposes of leaves of absence from employment which may be granted to Optionees without constituting a termination of employment for purposes of the Plan;

        (f)    do the following with respect to the granting of Options:

        (i)    determine the employees, officers, directors, or consultants to whom Options shall be granted, based on the eligibility criteria set out in this Plan,

        (ii)   determine whether such Options shall be ISOs or Non-ISOs,

        (iii)  determine the terms and provisions of the Option Agreement to be entered into with any Optionee (which need not be identical with the terms of any other Option Agreement),

        (iv)  amend the terms and provisions of Option Agreements, provided the Committee obtains:

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        (A)  the consent of the Optionee, if the amendment would adversely affect the rights, or increase the obligations, of the Optionee under the Option, and

        (B)  the approval of any stock exchange on whi