REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of March 31, 2003, by and among Aphton Corporation, a Delaware corporation, with headquarters located at 80 SW Eight Street, Miami, Florida 33130 (the "Company"),...Registration Rights Agreement • April 1st, 2003 • Aphton Corp • Biological products, (no disgnostic substances) • New York
ARTICLE IVoting Agreement • April 1st, 2003 • Aphton Corp • Biological products, (no disgnostic substances) • New York
UNDERWRITING AGREEMENTUnderwriting Agreement • July 8th, 2002 • Aphton Corp • Biological products, (no disgnostic substances) • New York
DISTRIBUTION AGREEMENTDistribution Agreement • December 19th, 2001 • Aphton Corp • Biological products, (no disgnostic substances) • New York
Common StockUnderwriting Agreement • February 5th, 2002 • Aphton Corp • Biological products, (no disgnostic substances) • New York
LETTERHEAD]Letter Agreement • January 29th, 2002 • Aphton Corp • Biological products, (no disgnostic substances)
REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of February 24, 2003, by and among Aphton Corporation, a Delaware corporation (the "Company"), and Mainfield Enterprises Inc....Registration Rights Agreement • March 31st, 2003 • Aphton Corp • Biological products, (no disgnostic substances) • New York
APHTON SUPPLY AGREEMENT This Agreement (the "Agreement") is entered into as of August 1, 1998 by Connaught Laboratories Limited, a company incorporated under the laws of Ontario, Canada, with its principal place of business in North York, Ontario,...Supply Agreement • January 29th, 2002 • Aphton Corp • Biological products, (no disgnostic substances) • New York
SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of March 31, 2003, by and among Aphton Corporation, a Delaware corporation, with headquarters located at 80 SW Eight Street, Miami, Florida 33130 (the "Company"),...Securities Purchase Agreement • April 1st, 2003 • Aphton Corp • 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:
WARRANTSecurities Agreement • March 31st, 2003 • Aphton Corp • Biological products, (no disgnostic substances)
DISTRIBUTION AGREEMENTDistribution Agreement • November 8th, 2001 • Aphton Corp • Biological products, (no disgnostic substances) • New York
ANDMerger Agreement • January 30th, 1998 • Aphton Corp • Biological products, (no disgnostic substances)
Exhibit 1.1 ----------- APHTON CORPORATION 1,520,000 Shares of Common Stock, $0.001 par value per share PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • December 3rd, 2002 • Aphton Corp • Biological products, (no disgnostic substances) • New York
Exhibit 10.1 D THIRD AMENDMENT TO COLLABORATION AND LICENSE AGREEMENT Third amendment, dated March 25, 2002, (this "Amendment"), to the Collaboration and License Agreement and the Subscription Agreement dated June 12, 1998, each as amended through...Collaboration and License Agreement • May 9th, 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
APHTON CORPORATION 7,000,000 Shares Common Stock ($0.001 par value per Share) Underwriting AgreementUnderwriting Agreement • March 1st, 2004 • Aphton Corp • 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.
STOCK PURCHASE AGREEMENT THIS AGREEMENT is made this 24th day of August, 2001, between APHTON CORPORATION (the "Company"), a Delaware corporation, and the purchaser whose name and address is set forth on the signature page hereof (the "Purchaser"). IN...Stock Purchase Agreement • September 6th, 2001 • Aphton Corp • Biological products, (no disgnostic substances) • New York
RIGHTS AGREEMENT APHTON CORPORATION and U.S. STOCK TRANSFER CORPORATION, as Rights Agent Dated as of August 17, 2004Rights 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 AGREEMENTEmployment 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”).
CO-PROMOTION AGREEMENT AND LICENSE THIS CO-PROMOTION AGREEMENT AND LICENSE (the "Agreement") is entered into as of February 14, 1997 between Aphton Corporation ("Aphton"), a company organized under the laws of California with its principal business...Co-Promotion Agreement and License • January 29th, 2002 • Aphton Corp • Biological products, (no disgnostic substances) • New York
RETENTION AGREEMENTRetention 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”).
The Aphton Corporation Incentive PlanIncentive Plan • July 8th, 2003 • Aphton Corp • Biological products, (no disgnostic substances)
EMPLOYMENT AGREEMENTEmployment 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 AGREEMENTStock 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 SharesWarrant Agreement • July 8th, 2003 • Aphton Corp • 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 AGREEMENTRegistration 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 AGREEMENTExchange 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 AGREEMENTRetention 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 CORPORATIONAsset 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.
SEVERANCE AGREEMENT AND FULL WAIVER AND RELEASESeverance Agreement • 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 AGREEMENTJoint 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 AGREEMENTConsulting 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”).
SEVERANCE AGREEMENT AND FULL WAIVER AND RELEASESeverance Agreement • August 3rd, 2005 • Aphton Corp • Biological products, (no disgnostic substances) • California
This SEVERANCE AGREEMENT AND FULL WAIVER AND RELEASE (“Agreement”) sets forth the agreement reached between DOV MICHAELI (“Employee”) and APHTON CORPORATION (“Company”).
COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • August 5th, 2004 • Aphton Corp • Biological products, (no disgnostic substances) • Delaware
This Agreement (the “Agreement”), made and entered into June 22, 2004 (“Effective Date”), by and between Aphton Corporation, a company organized and existing under the laws of Delaware, and having its principal office at 80 SW Eighth Street, Suite 2160, Miami, Florida 33130 (“Aphton”) and Daiichi Pure Chemicals Co., Ltd., a company organized and existing under the laws of Japan, and having its principal office at 13-5, Nihombashi 3-Chome, Chuuo-ku, Tokyo 103-0027, Japan (“Daiichi”) (Aphton and Daiichi, each a “Party” and collectively the “Parties”).
