Inovio Biomedical Corp. a biomedical company has signed an agreement with VGX Pharmaceuticals, Inc. for the issuance of Inovio Biomedical securities in exchange for all of the outstanding securities of VGX Pharmaceuticals. The merger is expected to be completed in the fourth quarter of 2008

As per the transaction, Inovio Biomedical would issue shares of Inovio common stock in exchange for all of the outstanding shares of 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 $5.5 million of VGX convertible debt.

The $5.5 million of VGX convertible debt excluded from calculation of the exchange ratio would be assumed at closing and the principal outstanding at closing immediately converted into shares of Inovio common stock at $1.05 per share. Following the closing of the transaction, Inovio Biomedical will change its name to VGX Pharmaceuticals, Inc. The combined company would continue to have some other outstanding convertible debt, which it expects would be fully retired by April 2009 from deferred proceeds relating to the sale of VGX Pharmaceuticals' plasmid production facility in Texas in June 2008.

The combined is expected to be led by Joseph Kim as president, CEO and a director, with Dr. Avtar Dhillon serving as a consultant and a director. The remainder of the combined company's board is expected to consist of two directors from each of Inovio's and VGX's current board of directors.