GENETRONICS BIOMEDICAL LTD
EXHIBIT 10.6
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>7
<FILENAME>a66999ex10-6.txt
<DESCRIPTION>EXHIBIT 10.6
<TEXT>

<PAGE>   1

                                                                    EXHIBIT 10.6

                                           *** Text Omitted and Filed Separately
                                                Confidential Treatment Requested
                                        Under 17 C.F.R. Sections 200.80 (b) (4),
                                                            200.83 and 240.24b-2

        THIS WARRANT TO PURCHASE COMMON STOCK (THE "WARRANT") AND THE UNDERLYING
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER
THE ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION THAT
SUCH REGISTRATION IS NOT REQUIRED.

        THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A HOLD
PERIOD AND MAY NOT BE TRADED IN BRITISH COLUMBIA UNTIL FOUR MONTHS AFTER DATE OF
ISSUANCE EXCEPT AS PERMITTED BY THE APPLICABLE SECURITIES LEGISLATION IN THAT
JURISDICTION.

                          GENETRONICS BIOMEDICAL, LTD.

                        WARRANT TO PURCHASE COMMON STOCK

                              330,000 COMMON SHARES

                                                              SEPTEMBER 15, 2000

        THIS CERTIFIES THAT, for value received, UNIVERSITY OF SOUTH FLORIDA
RESEARCH FOUNDATION, INC., a corporation not for profit under Chapter 617
Florida Statutes, and a direct-support organization of the University of South
Florida pursuant to Section 240.299 Florida Statutes, having its principal
office at 4202 East Fowler Avenue, FAO 126, Tampa, Florida 33620 ("RESEARCH
FOUNDATION"), or assigns (the "HOLDER"), is entitled to subscribe for and
purchase at the Exercise Price (defined below) from GENETRONICS BIOMEDICAL,
LTD., a British Columbia corporation, with its principal office at 11199
Sorrento Valley Road, San Diego, CA 92121 ("GENETRONICS" or the "CORPORATION")
up to 330,000 shares of the common stock of the Corporation (the "COMMON
STOCK").

        1. DEFINITIONS. As used herein, the following terms shall have the
following respective meanings:

        (a) "DATE OF GRANT" shall mean, September 15, 2000.

        (b) "EXERCISE PERIOD" shall mean, the period beginning on the date this
Warrant becomes exercisable pursuant to Section 2(c), and ending on the date
that is ten (10) years from the Date of Grant.


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<PAGE>   2


        (c) "EXERCISE PRICE" shall mean US$2.25 per Exercise Share, subject to
adjustment pursuant to Section 5 hereof.

        (d) "EXERCISE SHARES" shall mean the shares of the Corporation's Common
Stock issuable upon exercise of this Warrant.

2.      EXERCISE OF WARRANT.

        (a) GENERAL. The rights represented by this Warrant may be exercised in
whole or in part at any time during the Exercise Period to the extent vested by
delivery of the following to the Corporation at its address set forth above (or
at such other address as it may designate by notice in writing to the Holder):

            (i) an executed Notice of Exercise in the form attached hereto;

            (ii) payment of the Exercise Price in cash, by certified check or
wire transfer, or other immediately available funds acceptable to the
Corporation; and

            (iii) this Warrant.

        Upon the exercise of the rights represented by this Warrant, a
certificate or certificates for the Exercise Shares so purchased, registered in
the name of the Holder or persons affiliated with the Holder, if the Holder so
designates, shall be issued and delivered to the Holder promptly after the
rights represented by this Warrant shall have been so exercised. In the event
the Warrant is exercised for less than all of the Exercise Shares, a new Warrant
shall be issued for the remaining Exercise Shares, with all other terms and
conditions of the Warrant remaining unchanged.

        The person in whose name any certificate or certificates for Exercise
Shares are to be issued upon exercise of this Warrant shall be deemed to have
become the holder of record of such shares of Common Stock on the date of
issuance.

        (b) NET EXERCISE. Notwithstanding any provisions herein to the contrary,
if, at the date of exercise, the fair market value of one share of the
Corporation's Common Stock is greater than the Exercise Price, then, in lieu of
exercising this Warrant by payment of cash, the Holder may elect to receive
shares of Common Stock equal to the value (as determined below) of this Warrant
(or the portion thereof being exercised) by surrender of this Warrant at the
principal office of the Corporation together with the properly endorsed Notice
of Exercise in which event the Corporation shall issue to the Holder a number of
shares of Common Stock computed on the date of such exercise using the following
formula ("Cashless Exercise"):

        X = Y (A-B)
              -----
               A

        Where  X =  the number of shares of Common Stock to be issued to the
                    Holder

               Y =  The number of shares underlying the Warrant as to which
                    the Warrant is being exercised.


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<PAGE>   3


               A =  the fair market value of one share of the Corporation's
                    Common Stock (at the date of such exercise)

               B =  Exercise Price (as adjusted to the date of such
                    exercise pursuant to Section 5 hereof)

        For purposes of the above calculation, the fair market value of one
share of Common Stock shall be determined as follows:

            (i) If the Common Stock is traded on a United States national
securities exchange, such as the American Stock Exchange (the "AMEX") or
admitted to unlisted trading privileges on such an exchange, or is listed on the
National Market System (the "National Market System") of the National
Association of Securities Dealers Automated Quotations System (the "NASDAQ"), or
is listed on the Toronto Stock Exchange (the "TSE") or another securities
exchange in another country, the fair market value shall be the average of the
last reported sale prices of the Common Stock on one such exchange or on the
National Market System on the last ten (10) trading days (or all such trading
days such Common Stock has been traded if fewer than 10 trading days) before the
effective date of exercise of the Warrant or if no such sale is made on any such
day, the mean of the closing bid and asked prices for such day on such exchange
or on the National Market System.

            (ii) If the Common Stock is not so listed or admitted to unlisted
trading privileges and bid and ask prices are not reported, the fair market
value shall be the price per share determined by mutual agreement of the
Corporation and the holder of this Warrant.

        (c) EXERCISABILITY AND VESTING. The Warrant shall be exercisable upon
the occurrence of the conditions as set forth in the vesting schedule in Exhibit
A ("VESTING SCHEDULE"), attached hereto.

3.      COVENANTS OF THE CORPORATION.

        (a) COVENANTS AS TO EXERCISE SHARES. The Corporation covenants and
agrees that all Exercise Shares issued upon the exercise of the rights
represented by this Warrant will, upon issuance, be validly issued and
outstanding, fully paid and nonassessable, and free from all taxes, liens and
charges with respect to the issuance thereof. The Corporation further covenants
and agrees that the Corporation will at all times during the Exercise Period,
have authorized and reserved, free from preemptive rights, a sufficient number
of shares of its Common Stock to provide for the exercise of the rights
represented by this Warrant. If at any time during the Exercise Period the
number of authorized but unissued shares of Common Stock shall not be sufficient
to permit exercise of this Warrant, the Corporation will take such corporate
action as may, in the opinion of its counsel, be necessary to increase its
authorized but unissued shares of Common Stock to such number of shares as shall
be sufficient for such purposes.

        (b) NO IMPAIRMENT. Except and to the extent as waived or consented to by
the Holder, the Corporation will not, by amendment of its Articles of
Incorporation or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms to be
observed or performed hereunder by the Corporation, but will at all times in
good


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<PAGE>   4


faith assist in the carrying out of all the provisions of this Warrant and in
the taking of all such action as may be necessary or appropriate in order to
protect the exercise rights of the Holder against impairment.

        (c) NOTICES OF RECORD DATE. In the event of any taking by the
Corporation of a record of the holders of any class of securities of the
Corporation on a given date (the "Record Date") for the purpose of determining
the holders thereof who are entitled to receive any dividend (other than a cash
dividend which is the same as cash dividends paid in previous quarters) or other
equity distribution, the Corporation shall use reasonable commercial efforts to
mail to the Holder, at least ten (10) days prior to the Record Date, a notice
specifying the Record Date.

4.      REPRESENTATIONS OF HOLDER.

        (a) ACQUISITION OF WARRANT FOR PERSONAL ACCOUNT. The Holder represents
and warrants that it is acquiring the Warrant as principal solely for its
account for investment and not with a view to or for sale or distribution of
said Warrant or any part thereof in violation of any applicable securities laws.
The Holder also represents that the entire legal and beneficial interests of the
Warrant and Exercise Shares the Holder is acquiring is being acquired for, and
will be held for, its account only.

        (b) SECURITIES ARE NOT REGISTERED.

            (i) The Holder understands that the Warrant and the Exercise Shares
have not been registered under the Act on the basis that no distribution or
public offering of the Common Stock of the Corporation is to be effected. The
Holder realizes that the basis for the exemption may not be present if,
notwithstanding its representations, the Holder has a present intention of
acquiring the securities for a fixed or determinable period in the future,
selling (in connection with a distribution or otherwise), granting any
participation in, or otherwise distributing the securities. The Holder has no
such present intention.

            (ii) The Holder recognizes that the Warrant and the Exercise Shares
must be held indefinitely unless they are subsequently registered under the Act
or an exemption from such registration is available.

        (c) DISPOSITION OF WARRANT AND EXERCISE SHARES.

            (i) The Holder further agrees not to make any disposition of all or
any part of the Warrant or Exercise Shares in any event unless and until:

                (1) The Corporation shall have received a letter secured by the
Holder from the Securities and Exchange Commission stating that no action will
be recommended to the Commission with respect to the proposed disposition; or

                (2) The Holder shall have notified the Corporation of the
proposed disposition and shall have furnished the Corporation with a detailed
statement of the circumstances surrounding the proposed disposition, and if
reasonably requested by the Corporation, the Holder shall have furnished the
Corporation with an opinion of counsel,


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<PAGE>   5

reasonably satisfactory to the Corporation, to the effect that such disposition
will not require registration of such Warrant or Exercise Shares under the Act
or any applicable state securities laws.

            (ii) The Holder understands and agrees that all certificates
evidencing the Exercise Shares to be issued to the Holder may bear the following
legend(s):

                (1) "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN
ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED OR PLEDGED IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL (WHICH MAY
BE COUNSEL FOR THE CORPORATION) REASONABLY ACCEPTABLE TO IT STATING THAT SUCH
SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY
REQUIREMENTS OF SAID ACT."

                (2) any other legend reasonably required by applicable law.

            (iii) The Holder is aware of the Company's business affairs and
financial condition, and has acquired information about the Company sufficient
to reach an informed and knowledgeable decision to acquire this Warrant.

            (iv) The Holder acknowledges and understands that:

                (1) the Warrant and the Exercise Shares will be subject to
resale restrictions under applicable securities legislation including resale
restrictions under the British Columbia Securities Act, which include a hold
period of at least four months;

                (2) the Holder will not be able to resell, assign or otherwise
dispose of the Warrant or the Exercise Shares unless they are subsequently
distributed under a prospectus, or a discretionary exemption order is obtained
from the Executive Director of the British Columbia Securities Commission or in
compliance with all applicable resale restrictions;

                (3) the Company may be required to legend the certificates
representing the Warrant and the Exercise Shares regarding these and any other
restrictions on resale; and

                (4) except as set forth in this subsection, the Company is under
no obligation to qualify the resale of the Warrant or the Exercise Shares under
a prospectus, or assist the Holder in complying with any exemption from the
prospectus requirement or resale restrictions set out under applicable
securities legislation. If the Corporation at any time prior to the second
anniversary of the Date of Grant proposes to register its common stock under
applicable securities laws for sale to the public (other than a registration
with respect to securities offered under an employee benefit plan or in a
business combination), whether for its own account or for the account of other
security holders or both, each such time it will give at least five (5) business
days' prior written notice to the Holder of its intention to do so. Unless upon
the written request of the Holder given within three (3) business days after
receipt of any such notice not to register any of its Exercise Shares, the
Corporation will, at the Corporation's cost


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<PAGE>   6

and expense (other than with respect to any selling commissions or discounts)
cause such Exercise Shares, as applicable, as to which registration shall have
been so requested to be included in the securities to be covered by the
registration statement proposed to be filed by the Corporation all to the extent
requisite to permit the sale or other disposition by the Holder (in accordance
with its written request) of such Exercise Shares so registered. In the event
that Holder has requested the registration of Exercise Shares in an offering
that is to be underwritten, such Exercise Shares shall be included in the
underwriting on the same terms and conditions as the shares of common stock
otherwise being sold under such registration, including payment of a pro rata
amount of any underwriting fees and discounts. Notwithstanding the foregoing,
the Corporation shall have the right to exclude any Exercise Shares from a
registration for an underwritten offering if the underwriters of such offering
advise the Corporation that marketing factors would materially affect the
ability of the Corporation to complete the offering if any Exercise Shares were
included in such registration.

            (v) The Holder further understands that this Warrant and/or the
Exercise Shares must be held indefinitely unless subsequently registered under
the Securities Act and any applicable state securities laws, or unless
exemptions from registration are otherwise available. Moreover, the Holder
understands that the Corporation is under no obligation to register this Warrant
and/or the Exercise Shares.

            (vi) The Holder is aware of the provisions of Rule 144 and 144A,
promulgated under the Securities Act, which, in substance, permit limited public
resale of "restricted securities" acquired, directly or indirectly, from the
issuer thereof (or from an affiliate of such issuer), in a non-public offering
subject to the satisfaction of certain conditions, if applicable.

            (vii) The Holder further understands that at the time it wishes to
sell this Warrant and/or the Exercise Shares there may be no public market upon
which to make such a sale, and that, even if such a public market then exists,
the Corporation may not be satisfying the current public information
requirements of Rule 144 and 144A, and that, in such event, the Holder may be
precluded from selling this Warrant and/or the Exercise Shares under Rule 144
and 144A even if the one-year minimum holding period had been satisfied.

            (viii) The Holder further understands that in the event all of the
requirements of Rule 144 and 144A are not satisfied, registration under the
Securities Act or another registration exemption will be required in order for
the Holder to sell this Warrant and/or the Exercise Shares.

5. ADJUSTMENT OF EXERCISE SHARES AND EXERCISE PRICE. In the event of changes in
the outstanding Common Stock of the Corporation, whether by reason of stock
dividends, split-ups, recapitalizations, reclassifications, combinations,
exchanges of shares, whether in a merger or otherwise, separations,
reorganizations, liquidations, or the like, the number and class of shares
available under the Warrant in the aggregate and the Exercise Price shall be
correspondingly adjusted, if necessary, to give the Holder of the Warrant, on
exercise for the same aggregate Exercise Price, the total number, class, and
kind of shares as the Holder would have owned had the Warrant been exercised
prior to the event and had the Holder continued to hold such shares until after
the event requiring adjustment. The form of this Warrant need not be changed
because of any adjustment under this Section 5.


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<PAGE>   7

6. FRACTIONAL SHARES. No fractional shares shall be issued upon the exercise of
this Warrant as a consequence of any adjustment pursuant hereto. All Exercise
Shares (including fractions) issuable upon exercise of this Warrant may be
aggregated for purposes of determining whether the exercise would result in the
issuance of any fractional share. If, after aggregation, the exercise would
result in the issuance of a fractional share, the Corporation shall, in lieu of
issuance of any fractional share, pay the Holder otherwise entitled to such
fraction a sum in cash equal to the product resulting from multiplying the then
current fair market value of an Exercise Share by such fraction.

7. NO STOCKHOLDER RIGHTS. This Warrant in and of itself shall not entitle the
Holder to any voting rights or other rights as a stockholder of the Corporation.

8. TRANSFER OF WARRANT. Subject to compliance with all applicable securities
laws, this Warrant and all rights hereunder are transferable only with the
written consent of the Corporation, which consent shall not be unreasonably
withheld; provided, however, that the Holder may transfer this Warrant to a
corporation or other entity which controls, is controlled by, or is under common
control with the Holder (as control is defined in Section 4(c)(ix)) without such
consent on the condition that the transferee agrees to be bound in writing by
all of the restrictions contained herein; provided further that in all events
vesting shall be determined pursuant to Section 2 hereof, no matter who is the
Holder, unless otherwise agreed by Genetronics and Research Foundation; and
provided further that any Exercise Shares acquired pursuant to exercise hereof
by any Holder shall be restricted as provided herein.

9. LOST, STOLEN, MUTILATED OR DESTROYED WARRANT. If this Warrant is lost,
stolen, mutilated or destroyed, the Corporation may, on such terms as it may
reasonably impose, including but not limited to indemnity and, in the case of a
mutilated Warrant, the surrender thereof, issue a new Warrant of like
denomination and tenor as the Warrant so lost, stolen, mutilated or destroyed.
Any such new Warrant shall constitute an original contractual obligation of the
Corporation, whether or not the allegedly lost, stolen, mutilated or destroyed
Warrant shall be at any time enforceable by anyone.

10. NOTICES, ETC. All notices and other communications required or permitted
hereunder shall be in writing and shall be sent by facsimile, express mail or
other form of rapid communications, if possible, and if not possible, then such
notice or communication shall be mailed by first-class mail, postage prepaid,
addressed in each case to the party entitled thereto at the following addresses:
(a) if to the Corporation, to Genetronics Biomedical, Ltd., Attention:
President, at the address shown on the first page hereof and (b) if to the
Holder, to the University of South Florida Research Foundation, Inc. at the
address shown on the first page hereof, or at such other address as one party
may furnish to the other in writing. Notice shall be deemed effective on the
date dispatched if by personal delivery, telecopy, facsimile, two days after
mailing if by express mail, or three days after mailing if by first-class mail.

11. ACCEPTANCE. Receipt of this Warrant by the Holder shall constitute
acceptance of and agreement to all of the terms and conditions contained herein.

12. GOVERNING LAW. This Warrant and all rights, obligations and liabilities
hereunder shall be governed by the laws of the State of California.


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<PAGE>   8

13. LICENSE AGREEMENT. The parties acknowledge and agree that this Warrant is
issued in connection with the License Agreement, as defined in Exhibit A, and
the Warrant shall not be effective unless and until the License Agreement is
executed by the parties thereto.

        IN WITNESS WHEREOF, the Corporation has caused this Warrant to be
executed by its duly authorized officer as of September 15, 2000.

                                            GENETRONICS BIOMEDICAL, LTD.


                                            By:     /s/ Martin  Nash
                                                  ------------------------------
                                            Name:   Martin Nash
                                                  ------------------------------
                                            Title:  CEO
                                                  ------------------------------

                                            UNIVERSITY OF SOUTH FLORIDA RESEARCH
                                            FOUNDATION, INC.,


                                            By:     /s/ Martin Silbiger
                                                  ------------------------------
                                            Name:   Martin Silbiger
                                                  ------------------------------
                                            Title:  President
                                                  ------------------------------


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<PAGE>   9

                               NOTICE OF EXERCISE


TO:  GENETRONICS BIOMEDICAL, LTD.

        (1) [ ] The undersigned hereby elects to purchase ________ shares of the
Common Stock of Genetronics Biomedical, Ltd. (the "CORPORATION") pursuant to the
terms of the attached Warrant, and tenders herewith payment of the exercise
price in full, together with all applicable transfer taxes, if any.

            [ ] The undersigned hereby elects to purchase ________ shares of the
Common Stock of Genetronics Biomedical, Ltd. (the "CORPORATION") pursuant to the
terms of the net exercise provisions set forth in Section 2(b) of the attached
Warrant, and shall tender payment of all applicable transfer taxes, if any.

        (2) Please issue a certificate or certificates representing said shares
of Common Stock in the name of the undersigned or in such other name as is
specified below:

                            ------------------------
                                     (Name)

                            ------------------------

                            ------------------------
                                    (Address)

        (3) The undersigned represents that: (i) the aforesaid shares of Common
Stock are being acquired for the account of the undersigned for investment and
not with a view to, or for resale in connection with, the distribution thereof
and that the undersigned has no present intention of distributing or reselling
such shares except in compliance with all applicable securities laws; (ii) the
undersigned is aware of the Corporation's business affairs and financial
condition and has acquired sufficient information about the Corporation to reach
an informed and knowledgeable decision regarding its investment in the
Corporation; (iii) the undersigned is experienced in making investments of this
type and has such knowledge and background in financial and business matters
that the undersigned is capable of evaluating the merits and risks of this
investment and protecting the undersigned's own interests; (iv) the undersigned
understands that the shares of Common Stock issuable upon exercise of this
Warrant have not been registered under the Securities Act of 1933, as amended
(the "SECURITIES ACT"), by reason of a specific exemption from the registration
provisions of the Securities Act, which exemption depends upon, among other
things, the bona fide nature of the investment intent as expressed herein, and,
because such securities have not been registered under the Securities Act, they
must be held indefinitely unless subsequently registered under the Securities
Act or an exemption from such registration is available; and (v) the undersigned
agrees not to make any disposition of all or any part of the aforesaid shares of
Common Stock unless and until there is then in effect a registration statement
under the Securities Act covering such proposed disposition and such disposition
is made in accordance with said registration statement, or the undersigned has
provided the Corporation with an opinion of counsel reasonably satisfactory to
the Corporation, stating that such registration is not required.

-----------------------                     ----------------------------
(Date)                                      (Signature)

                                            ----------------------------
                                            (Print name)


<PAGE>   10

                                 ASSIGNMENT FORM


                    (To assign the foregoing Warrant, execute
                   this form and supply required information.
                   Do not use this form to purchase shares.)


        FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced
thereby are hereby assigned to

Name:
      --------------------------------------------------------------------------
                                 (Please Print)

Address:
        ------------------------------------------------------------------------
                                 (Please Print)

        Dated:
                --------------------
        Holder's
        Signature:
                  -----------------------------------
        Holder's
        Address:
                  -----------------------------------

NOTE: The signature to this Assignment Form must correspond with the name as it
appears on the face of the Warrant, without alteration or enlargement or any
change whatever. Officers of corporations and those acting in a fiduciary or
other representative capacity should file proper evidence of authority to assign
the foregoing Warrant.

<PAGE>   11


                                    EXHIBIT A


        The Warrant shall vest and become exercisable upon the following dates:

        (a) [...***...]% of the Exercise Shares shall vest on the Date of Grant.

        (b) an additional [...***...] Exercise Shares shall vest upon the
occurrences, if at all, of each of the following events:

            (i)   [...***...]

            (ii)  [...***...]

            (iii) [...***...]

            (iv)  [...***...]

            (v)   [...***...] and

            (vi)  [...***...]

        The capitalized terms used in this Exhibit A, which are not defined in
this Warrant, are defined as follows:

A.1. "License Agreement" is that License Agreement executed by Licensee and
University of South Florida Research Foundation, Inc. on or before execution of
this Warrant Agreement, to be effective the 9th day of May, 1995.

A.2. "Licensee" is Genetronics, Inc. and Genetronics Biomedical, Ltd., and shall
include: a related company of Licensee, the voting stock of which is, directly
or indirectly, at least fifty percent (50%) owned or controlled by Licensee; an
organization which directly or indirectly controls more than fifty percent (50%)
of the voting stock of Licensee; and an organization, the majority ownership of
which is, directly or indirectly, common to the ownership of Licensee.

A.3. "Sublicensee" is a corporation or entity that is a permitted sublicensee of
Licensee under the License Agreement.

A.4. A "Licensed Product" shall mean any product which:

        (a)    except for the license granted in the License Agreement, would
               infringe an issued, unexpired claim contained in the Patent
               Rights in the country in which such product is made, used, leased
               or sold,

        (b)    is made by a process that, except for the license granted herein,
               would infringe a Licensed Process in the country in which such
               product is made, used or sold, or

                       * Confidential Treatment Requested

<PAGE>   12


        (c)    in the event a product is made, used, leased or sold in a country
               in which Patent Rights are not sought, such product shall be a
               Licensed Product to the extent its manufacture, use, lease, or
               sale would infringe an issued, unexpired claim contained in the
               Patent Rights in the United States if such Patent Rights were
               issued in that country.

A.5. A "Licensed Process" shall mean any process which, except for the license
granted herein, would infringe an issued, unexpired claim contained in the
Patent Rights in the country in which such process is performed and, in the
event a process is performed in a country for which Patent Rights are not
sought, such process shall be a Licensed Process to the extent use of the
process would infringe an issued, unexpired claim contained in the Patent Rights
in the United States if such Patent Rights were issued in that country.

A.6. "Patent Rights" shall mean:

        (i) U.S. Patent Number 5,702,359 and corresponding foreign patents and
        applications, regardless of inventorship,

        (ii) US Patent Number 5,993,434 and corresponding foreign patents and
        applications, regardless of inventorship, and

        (iii) any patent application and U.S. patent claiming priority from the
        patent application that matured into the 5,702,359 or the 5,993,434
        patent, and corresponding foreign patents and applications, provided,
        with respect to only this part (iii), that at least one USF employee and
        at least one Genetronics employee made an inventive contribution to at
        least one claim in any such patent or patent application.

A.7. "Net Sales" shall mean LICENSEE's and its sublicensees' billings for
Licensed Products sold or leased hereunder less the sum of the following:
[...***...].

        In calculating Net Sales, no deductions shall be made for [...***...].
Licensed Products shall be considered "sold" or "leased" when payment is
received, but in no event shall be longer than [...***...] after such Licensed
Product is used, billed out or invoiced, as applicable. If the Licensed Product
is used by, sold or leased to a related person or is leased or exchanged for a
consideration other than money, billings shall be the [...***...] price of
comparable Licensed Products sold in arm's length transactions by LICENSEE or,
if no sales or leases of comparable Licensed Products have been made, then the
fair market value thereof.

                       * Confidential Treatment Requested
</TEXT>
</DOCUMENT>
