Aphton Corp Sample Contracts

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Exhibit 1.1 ----------- APHTON CORPORATION 1,520,000 Shares of Common Stock, $0.001 par value per share PLACEMENT AGENCY AGREEMENT
Escrow Agreement • December 3rd, 2002 • Aphton Corp • Biological products, (no disgnostic substances) • New York
AND
Agreement and Plan of Merger • January 30th, 1998 • Aphton Corp • Biological products, (no disgnostic substances)
DISTRIBUTION AGREEMENT
Distribution Agreement • December 19th, 2001 • Aphton Corp • Biological products, (no disgnostic substances) • New York
Common Stock
Aphton Corp • February 5th, 2002 • Biological products, (no disgnostic substances) • New York
STOCK PURCHASE AGREEMENT This Agreement is dated February 21, 2003 between Mainfield Enterprises Inc. (the "Purchaser"), and Aphton Corporation (the "Company") whereby the parties agree as follows: The Purchaser shall buy and the Company agrees to...
Stock Purchase Agreement • February 25th, 2003 • Aphton Corp • Biological products, (no disgnostic substances)

This Agreement is dated February 21, 2003 between Mainfield Enterprises Inc. (the "Purchaser"), and Aphton Corporation (the "Company") whereby the parties agree as follows:

DISTRIBUTION AGREEMENT
Distribution Agreement • November 8th, 2001 • Aphton Corp • Biological products, (no disgnostic substances) • New York
WARRANT
Aphton Corp • March 31st, 2003 • Biological products, (no disgnostic substances)
UNDERWRITING AGREEMENT
Underwriting Agreement • July 8th, 2002 • Aphton Corp • Biological products, (no disgnostic substances) • New York
DEBENTURE PURCHASE AGREEMENT,
Debenture Purchase Agreement • March 31st, 2003 • Aphton Corp • Biological products, (no disgnostic substances) • New York
ARTICLE I
Form of Voting Agreement • April 1st, 2003 • Aphton Corp • Biological products, (no disgnostic substances) • New York
UNDERWRITING AGREEMENT
Underwriting Agreement • March 18th, 2002 • Aphton Corp • Biological products, (no disgnostic substances) • Delaware
RIGHTS AGREEMENT APHTON CORPORATION and U.S. STOCK TRANSFER CORPORATION, as Rights Agent Dated as of August 17, 2004
Rights Agreement • August 18th, 2004 • Aphton Corp • Biological products, (no disgnostic substances) • Delaware

Rights Agreement, dated as of August 17, 2004 (as amended, supplemented or otherwise modified from time to time, the “Rights Agreement”) between APHTON CORPORATION, a Delaware corporation (the “Company”), and U.S. Stock Transfer Corporation, a California corporation (the “Rights Agent”).

EMPLOYMENT AGREEMENT
Employment Agreement • November 10th, 2005 • Aphton Corp • Biological products, (no disgnostic substances) • Pennsylvania

EMPLOYMENT AGREEMENT, effective as of May 10, 2005 (the “Commencement Date”) by and between Aphton Corporation, a Delaware corporation and its successors or assigns (the “Company”), and Manfred Ruediger (“Executive”).

RETENTION AGREEMENT
Retention Agreement • November 10th, 2005 • Aphton Corp • Biological products, (no disgnostic substances) • Pennsylvania

THIS RETENTION AGREEMENT (this “Agreement”) is entered into on this 12th day of August, 2005, by and between Aphton Corporation (the “Company”) and Patrick T. Mooney (the “Executive”).

LETTERHEAD]
Aphton Corp • January 29th, 2002 • Biological products, (no disgnostic substances)
The Aphton Corporation Incentive Plan
Aphton Corp • July 8th, 2003 • Biological products, (no disgnostic substances)
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EMPLOYMENT AGREEMENT
Employment Agreement • March 16th, 2005 • Aphton Corp • Biological products, (no disgnostic substances) • Florida

EMPLOYMENT AGREEMENT, effective as of January 29, 2004 (the “Commencement Date”) by and between Aphton Corporation, a Delaware corporation and its successors or assigns (the “Company”), and Patrick T. Mooney, M.D. (“Executive”).

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • December 15th, 2004 • Aphton Corp • Biological products, (no disgnostic substances) • Delaware

This Stock Purchase Agreement is entered into as of December 14, 2004, among IGENEON KREBS-IMMUNTHERAPIE FORSCHUNGS- UND ENTWICKLUNGS-AG (the “Company”), the individuals or entities listed on Schedule A hereto (individually a “Seller” and collectively the “Sellers”) and APHTON CORPORATION, a corporation organized under the laws of Delaware (“Buyer”).

No. of Shares
Aphton Corp • July 8th, 2003 • Biological products, (no disgnostic substances)

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), AND NO SALE, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF SUCH SECURITIES IN WHOLE OR IN PART, OR OFFER THEREOF, MAY BE MADE IN THE ABSENCE OF EITHER AN EFFECTIVE REGISTRATION UNDER THE ACT OR AN EXEMPTION THEREFROM. BY HIS OR HER ACCEPTANCE OF THIS CERTIFICATE EACH PURCHASER REPRESENTS THAT HE OR SHE, OR ANY PERSON FOR WHOM THEY ARE ACTING, IS ACQUIRING THIS CERTIFICATE AND THE UNDERLYING SECURITIES FOR THEIR OWN ACCOUNT, FOR INVESTMENT AND NOT FOR RESALE OR DISTRIBUTION.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 25th, 2005 • Aphton Corp • Biological products, (no disgnostic substances) • New York

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 23, 2005, by and among Aphton Corporation, a Delaware corporation (the “Company”), and the undersigned investors (each, an “Investor” and collectively, the “Investors”).

EXCHANGE AGREEMENT
Exchange Agreement • November 25th, 2005 • Aphton Corp • Biological products, (no disgnostic substances) • New York

EXCHANGE AGREEMENT (this “Agreement”), dated as of November 23, 2005, by and among Aphton Corporation, a Delaware corporation (the “Company”), and the investors listed on Schedule A attached hereto (individually, an “Investor” and collectively, the “Investors”).

AMENDMENT TO RETENTION AGREEMENT
Retention Agreement • April 17th, 2006 • Aphton CORP • Biological products, (no disgnostic substances)

This Amendment to the Retention Agreement is entered into on this 23rd day of December, 2005, by and between JAMES F. SMITH (“Executive”) and APHTON CORPORATION (the “Company”).

ASSET PURCHASE AGREEMENT by and between RECEPTOR BIOLOGIX, INC. and APHTON CORPORATION
Asset Purchase Agreement • August 10th, 2006 • Aphton CORP • Biological products, (no disgnostic substances) • Delaware

ASSET PURCHASE AGREEMENT, dated as of August 4, 2006 (this “Agreement”), by and between Receptor Biologix, Inc. (the “Purchaser”) and Aphton Corporation (the “Seller”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in Article XII.

APHTON CORPORATION 7,000,000 Shares Common Stock ($0.001 par value per Share) Underwriting Agreement
Aphton Corp • March 1st, 2004 • Biological products, (no disgnostic substances) • New York

Aphton Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule A annexed hereto (the “Underwriters”), for whom you are acting as representatives, an aggregate of 7,000,000 shares (the “Firm Shares”) of common stock, $0.001 par value per share (the “Common Stock”), of the Company. In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the Underwriters the option to purchase from the Company up to an additional 1,050,000 shares of Common Stock (the “Additional Shares”). The Firm Shares and the Additional Shares are hereinafter collectively sometimes referred to as the “Shares.” The Shares are described in the Prospectus which is referred to below.

LETTERHEAD]
Aphton Corp • December 19th, 2001 • Biological products, (no disgnostic substances)
SEVERANCE AGREEMENT AND FULL WAIVER AND RELEASE
Severance Agreement and Full Waiver and Release • November 10th, 2005 • Aphton Corp • Biological products, (no disgnostic substances) • Pennsylvania

This SEVERANCE AGREEMENT AND FULL WAIVER AND RELEASE (“Agreement”) sets forth the agreement reached between FREDERICK JACOBS (“Employee”) and APHTON CORPORATION (“Company”).

JOINT FILING AGREEMENT
Joint Filing Agreement • February 17th, 2009 • Aphton CORP • Biological products, (no disgnostic substances)

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to 3,627,350 shares of Common Stock of Aphton Corporation and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.

CONSULTING AGREEMENT
Consulting Agreement • August 3rd, 2005 • Aphton Corp • Biological products, (no disgnostic substances) • California

THIS CONSULTING AGREEMENT (this “Agreement”) is entered into as of June 9, 2005 (“the Effective Date”), by and between APHTON CORPORATION, a Delaware corporation (the “Company”), and DOV MICHAELI, a resident of the State of California (“Consultant”).

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