0001193125-05-231984 Sample Contracts

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”).

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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”).

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