Investors: Bernie Hertel, Inovio Biomedical, 858-410-3101 Media: Ron Trahan, Ronald Trahan Associates Inc., 508-359-4005, x108 Inovio Biomedical and VGX Pharmaceuticals Amend M

Inovio Biomedical and VGX

Pharmaceuticals Amend Merger Agreement

DIEGO, December 08, 2008 Inovio Biomedical Corporation (INO: NYSE Alternext, formerly AMEX), a

leader in enabling the development of DNA vaccines using electroporation-based

DNA delivery, announced today it has executed with VGX Pharmaceuticals ( VGX ),

a privately held DNA vaccine developer, an

amended and restated merger agreement ( Amended Agreement ), which has been

approved by both company s boards of directors.

Avtar Dhillon, MD, president and CEO of Inovio

Biomedical, said: As Inovio and VGX advanced the merger process and assessed

the strategic prospects that lay ahead for the combined company, we refined the

terms of the proposed merger to best meet the needs of our mutual stakeholders

and to launch the combined company with the broadest possible management resources.

We now aim to file the S-4 with the SEC this week and conclude the merger in

the first quarter of 2009.

Joseph Kim, Ph.D., co-founder, president and CEO of VGX Pharmaceuticals, said: We

are pleased to have structured a merger that we believe will place the combined

company in the best possible position to leverage its leadership in

electroporation-delivered DNA vaccines into unique clinical breakthroughs for

this important new generation of vaccines against cancers and chronic

infectious diseases.

July 7, 2008, Inovio and VGX Pharmaceuticals, Inc. executed a

definitive merger agreement ( Merger Agreement ), which provides for the

issuance of Inovio s securities in exchange for all of the outstanding

securities of VGX and the merger of an acquisition subsidiary of Inovio with

VGX (the Merger ). As per the Merger Agreement, under the Amended Agreement

Inovio will issue common stock in exchange for all outstanding VGX common stock

based on an exchange ratio derived from the comparative fully diluted share

capitalization of the companies, excluding the shares of VGX common stock

underlying outstanding VGX convertible debt. Inovio will assume all outstanding

VGX options and warrants, which will become exercisable for Inovio common stock,

with the number of shares into which they are exercisable and the exercise

price to be adjusted based on the exchange ratio. Outstanding VGX convertible

debt at the time of the Merger (anticipated to be $4.4 million at the time of

the Merger) will be assumed on a consolidated basis and become convertible into

Inovio common stock at $1.05 per share.

to the structure of the exchange ratio calculation, it is not possible to state

with certainty at this time the total number of shares of Inovio common stock,

options and warrants to be issued at closing of the Merger. However, the

exchange ratio is designed to result in legacy holders of Inovio and VGX

securities each holding in aggregate 50% of the combined company s

fully-diluted equity interests, excluding from the calculation shares issuable

upon the conversion of the anticipated $4.4 million of VGX convertible debt.

Amended Agreement provides that five significant VGX stockholders will place

8,000,000 shares of Inovio common stock received in the Merger into a voting

trust, effective concurrent with the closing of the Merger, to be administered

by an independent committee of the board of directors of the combined company.

The trustees would vote the shares in accordance with the percentage of votes

cast by all stockholders on any particular matter.

on current capitalization information and the impact of the anticipated voting

trust agreement, the parties anticipate that legacy Inovio capital stockholders

and legacy VGX common stockholders will share voting power over the combined

company in the ratio of approximately 51.7% and 38.9%, respectively, based on

the anticipated number of shares of Inovio capital stock to be outstanding,

with the remainder of voting power to be allocated by the voting trust. The

exact split of the legacy holders equity interests in and voting power over

the combined company will depend on a number of factors, including each party s

capitalization immediately prior to closing of the Merger, thus these projected

percentages may change prior to closing.

the terms of the Amended Agreement, the post-Merger parent company will retain

the name Inovio Biomedical Corporation. The company will have a five-person

board of directors consisting of three directors from Inovio s current board of

directors and two directors from VGX s current board of directors. The company is

expected to be lead by Dr. J. Joseph Kim of VGX as chief executive officer

and a director, and Dr. Avtar Dhillon of Inovio as president, chairman of

the board and a director. Peter Kies of Inovio is anticipated to continue as

chief financial officer. The combined company s headquarters are anticipated to

remain in San Diego, California, while maintaining operations in Blue Bell,

Pennsylvania, The Woodlands, Texas, and Oslo, Norway.

Both Inovio s and VGX s boards of directors have

approved the Amended Agreement. The Amended Agreement preserves a number of

other material aspects of the Merger Agreement, including certain lock-up

commitments applicable to securities to be issued in the Merger and employment

arrangements with key personnel. The transaction

remains subject to completion of the registration of Inovio s securities to be

issued in the Merger with the SEC; receipt of approval from both companies stockholders

of the transaction; and other customary closing conditions.

public are encouraged to read the relevant registration/proxy solicitation

related documents to be filed with the SEC with respect to the Merger because

they contain important information about the companies, the Merger, the

securities to be issued and the expectations for the combined company. The

joint registration statement/proxy statement to be filed on Form S-4 and

other merger-related documents will be available, when filed, without charge,

from the SEC s web site (www.sec.gov) or can be obtained, free of charge, by

requesting such documents, including any items incorporated by reference, from

VGX Pharmaceuticals is a biopharmaceutical company

engaged in the discovery and development of novel vaccines and therapies for

major infectious diseases and cancers. VGX s clinical development programs

include PENNVAX -B, a DNA vaccine for the prevention of HIV in Phase I clinical

trials; VGX-1027, a small molecule drug for inflammatory diseases in Phase I

clinical trials; VGX-3100, a DNA therapeutic vaccine for cervical cancer in

Phase I clinical trials; and the CELLECTRA electroporator, a DNA delivery

device in Phase I clinical trials. In

addition, VGX has filed INDs for VGX-3200, a novel DNA therapy that utilizes

GHRH for the treatment of cancer cachexia and anemia and for VGX-3400, a DNA

preventative vaccine for avian influenza. VGX has established a

vertically-integrated DNA Vaccines and Therapies Platform with extensive

capabilities including SynCon DNA-based product candidates, the CELLECTRA

delivery device, and access to efficient cGMP plasmid manufacturing. Vertical