Xxx Xxxxxxxxx definition

Xxx Xxxxxxxxx. Xx have acted as special counsel for Aphton Corporation, a Delaware corporation ("the Company"), in connection with (i) the execution and delivery of a Underwriting Agreement, dated February __, 2002 (the "Underwriting Agreement"), between the Company, UBS Warburg LLC and Morgan Keegan & Company, Inc. (the "Underwriters"), providing for the xxxxxxxx xxxm the Company, upon the terms and conditions set forth in the Underwriting Agreement, of up to 1,345,000 shares of the Company's common stock, par value $.001 per share (the "Shares"), and (ii) the preparation and filing by the Company with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act") of the Registration Statement on Form S-3 (File No. 333-72964). As described in the Prospectus, the Company's Annual Report on Form 10-K/A for the year ended January 31, 2001, its Quarterly Reports on Form 10-Q for the five months ended June 30, 2001 and eight months ended September 30, 2001, its Current Report on Form 8-K dated March 16, 2001 and the description of the Company's common stock contained in the Company's Registration Statement on Form 8-A, filed with the Commission on January 30, 1998 (collectively, the "Incorporated Documents"), are incorporated in the Prospectus by reference. In so acting, we have examined such certificates of public officials, and certificates of officers of the Company, and the originals (or copies thereof certified to our satisfaction) of such corporate documents and records of the Company, and such other documents, records and papers as we have deemed relevant in order to give the opinions hereinafter set forth. In this connection, we have assumed the genuineness of signatures on, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed or photostatic copies. Also, we have relied upon such certificates of public officials, and officers of the Company and such other certifications with respect to the accuracy of material factual matters contained therein which were not independently established. We did not participate in the preparation of the Incorporated Documents or review any of them prior to their being filed with the Commission under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), but we did review them in connection with our participation in the preparation of the Prospectus. Based ...

Xxx Xxxxxxxxx means the Federal Law on Acquisition of Real Property by Foreigners dated December 16, 1984, as amended;

Xxx Xxxxxxxxx. Name: Xxx Xxxxxxxxx Title: President, Co-CEO, CFO and Director THE CORPORATION: HAVN RESEARCH INC. By: “Xxxxx Xxxxxxxx” Name: Xxxxx Xxxxxxxx Title: President and CEO SCHEDULE 1 THE VENDORS ETC3 HOLDINGS LTD. KCI HOLDINGS LTD. XXXXXX XXXXXX XXXXXXXX RASODE XXXXX XXXXXXXX PHYTOCONFLUENCE LABS INC. (XX. XXXX XXXXXXXXX) DEVELOPMENT CATALYST STRATEGIC CORP. (XXXXXXXXXX XXXXXXXXXX) XXXXXXX XXXXXX XXXXXXX XXXX SCHEDULE 3.1 CONSIDERATION FOR PURCHASED SHARES Column A Column B Column C Column D Vendor Purchased Shares Purchaser Shares Pro Rata Share ETC3 Holdings Ltd. 168,772 2,250,293 14.77216% KCI Holdings Ltd. 168,772 2,250,293 14.77216% Xxxxxx Xxxxxx 117,374 2,064,987 13.55571% Xxxxxxxx Rasode 117,374 2,064,987 13.55571% Xxxxx Xxxxxxxx 117,374 1,814,987 11.91458% Phytoconfluence Labs Inc. 117,374 1,964,987 12.89926% Development Catalyst Strategy Corp. 117,374 1,714,987 11.25812% Xxxxxxx Xxxxxx 50,390 771,865 5.06695% Xxxxxxx Xxxx 25,196 335,947 2.20534% Total: 1,000,000 15,233,333 SCHEDULE 8.1(j) INVESTOR EXECUTION PAGE

Xxx Xxxxxxxxx. Per:(signed) “Xxxxxxxx Xxxxxxxxxx”

Xxx Xxxxxxxxx means the Registration Rights Agreement dated as of March 17, 1995, as amended, among the Company, HWH Capital Partners, L.P., HWH Valentine Partners, L.P., and HWH Surplus Valentine Partners, L.P.

Xxx Xxxxxxxxx. Attention: Senior Vice President Name: Xxx XxxXxxxxx Telefax: (000) 000-0000 Title: Senior Vice President, Canada Branch By: ___________________________________________________ Name: Title: Credit Suisse AG, Toronto Branch CREDIT SUISSE AG, TORONTO BRANCH, as Lender One First Canadian Place Suite 2900, X.X. Xxx 000

Xxx Xxxxxxxxx. Authorized Signatory Per: (signed) “Xxxxxxxx Xxxxx” Authorized Signatory SCHEDULE A PROJECT Part 1 - Legal Description of Owned Land The following real property interests located in Pershing County, Nevada:

Xxx Xxxxxxxxx. Authorized signatory (signed) “Xxxx Xxxxxx” Authorized signatory Signed, sealed and delivered by ) Xxxxxxx Xxxxxxxx in the presence of: ) ) (signed) “Xxxxxxx Xxxxx” ) Signature of Witness ) (signed) “Xxxxxxx Xxxxxxxx” ) Xxxxxxx Xxxxxxxx Xxxxxxx Xxxxx ) Name of Witness ) ) Signed, sealed and delivered by ) Xxxxxx Xxxx in the presence of: ) ) (signed) “Xxxxxxx Xxxxx” ) Signature of Witness ) ( signed) “Xxxxxx Xxxx” ) Xxxxxx Xxxx Xxxxxxx Xxxxx ) Name of Witness ) ) Signed, sealed and delivered by ) Xxxx Xxxxxxxxxxx in the presence of: ) ) (signed) “Xxxxxxx Xxxxx” ) Signature of Witness ) (signed) “Xxxx Xxxxxxxxxxx” ) Xxxx Xxxxxxxxxxx Xxxxxxx Xxxxx ) Name of Witness ) ) Schedule “A” to Escrow Agreement Securityholder Name: Xxxxxxx Xxxxxxxx Securities: Class or description Number Certificate(s) (if applicable) Common Shares 1,000,000 Securityholder Name: Xxxxxx Xxxx Securities: Class or description Number Certificate(s) (if applicable) Common Shares 1,000,000 Securityholder Name: Xxxx Xxxxxxxxxxx Securities: Class or description Number Certificate(s) (if applicable) Common Shares 1,000,000 Schedule “B” to Escrow Agreement Acknowledgment and Agreement to be Bound I acknowledge that the securities listed in the attached Schedule “A” (the “escrow securities”) have been or will be transferred to me and that the escrow securities are subject to an Escrow Agreement dated (the “Escrow Agreement”). For other good and valuable consideration, I agree to be bound by the Escrow Agreement in respect of the escrow securities, as if I were an original signatory to the Escrow Agreement. Dated at on . Where the transferee is an individual: Signed, sealed and delivered by ) [Transferee] in the presence of: ) ) ) Signature of Witness ) ) ) [Transferee] ) Name of Witness ) ) Where the transferee is not an individual: [Transferee] Authorized signatory

Xxx Xxxxxxxxx. Authorized signatory HERCULES RESOURCES CORP. C/S “Xxxxxx Xxx” _ Authorized signatory Signed by Xxxx Xxxxxxx, in the presence of: "Xxxx Xxxxxxx" ⮙ "Xxxxxx Xxx" Signature of Xxxx Xxxxxxx ⮙ Signature of witness Xxxxxx Xxx ⮙ Name of witness (print) Signed by Xxxxxx Xxx, in the presence of: ⮙ "Xxxxxx Xxxx" Signature of Xxxxxx Xxx ⮙ Signature of witness Xxxxxx Xxxx ⮙ Name of witness (print) "Xxxxxx Xxx" Signed by Xxxxxx Xxxx, in the presence of: "Xxxxxx Xxxx" ⮙ "Xxxxxx Xxx" Signature of Xxxxxx Xxxx ⮙ Signature of witness Xxxxxx Xxx ⮙ Name of witness (print) Signed by Xxx Xxx Xxxxxxx, in the presence of: "Xxx Xxx Xxxxxxx" ⮙ "Xxxxx Xxx" Signature of Xxx Xxx Xxxxxxx ⮙ Signature of witness Xxxxx Xxx ⮙ Name of witness (print) Schedule “A” to Escrow Agreement Securityholder Name: Xxxx Xxxxxxx

Xxx Xxxxxxxxx. Authorized signatory MYND LIFE SCIENCES INC (s) “Xxxx Xxxxx” Authorized signatory