Aphton Corporation Announces Restructuring of Long-Term Debt; Restructuring Signifies Streamlined Capital Structure and Turning

Aphton Corporation (NASDAQ:APHT) announced today that
the Company entered into a binding letter agreement with the holders
of the Company's $20 million Senior Convertible Notes, which were
issued to the holders in March and June of 2003. Under the terms of
the letter agreement, the holders agree to surrender the Senior
Convertible Notes for cancellation by the Company and exchange the
entire principal balance of $20 million due under the notes for $3
million in cash, shares of the Company's newly issued 0%
Non-participating Series A Convertible Preferred Stock with an
original Stated Value of $10 million and 6,500,000 shares of the
Company's common stock, of which 1,500,000 shares will be placed in
escrow at closing to be released upon the occurrence of certain
events. The parties anticipate closing the transaction on or prior to
November 18, 2005.
   "We are quite pleased with the outcome of our negotiations with
the noteholders," commented Patrick Mooney, M.D., Chairman and Chief
Executive Officer of Aphton Corporation. "We believe that the terms of
the note exchange denote confidence from the noteholders, simplify the
Company's balance sheet and remove a significant overhang on the
Company. We further believe that the retirement of this debt puts the
Company in a stronger position going forward to return shareholder
value."
   Complete details of the debt cancellation will be contained in the
Company's Form 8-K filed with the Securities and Exchange Commission.
   The Company will be holding a conference call on Thursday,
November 10, 2005 at 9:00 a.m. ET to discuss the terms of the exchange
of the notes, as well as other items related to the Company.

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A live audio webcast of the conference call can be accessed either by 
telephone at:

Toll Free in the US/Canada at 1-800-322-0079; Code Aphton Corporation

Outside the U.S. at 1-973-409-9258; Code Aphton Corporation

Or via the internet at http://viavid.net/dce.aspx?sid=00002AC7.

*T

   A replay of the presentation will be available via the website and
will begin approximately 2 hours after the conference call has
concluded and will be available for 14 days.

   About Aphton

   Aphton Corporation, headquartered in Philadelphia, Pennsylvania,
is a clinical stage biopharmaceutical company focused on developing
targeted immunotherapies for cancer. Aphton's products seek to empower
the body's own immune system to fight disease. Through the acquisition
of Igeneon AG in March 2005, Aphton acquired late-stage products,
IGN101, a cancer vaccine designed to induce an immune response against
EpCAM-positive tumor cells, as well as IGN311. Aphton has strategic
alliances with Daiichi Pure Chemicals for the development,
manufacturing and commercialization of gastrin-related diagnostic
kits; and with Xoma for treating gastrointestinal and other
gastrin-sensitive cancers using anti-gastrin monoclonal and other
antibodies. Aphton's most advanced product, Insegia(TM), targets the
hormone, gastrin 17, in an attempt to treat gastrointestinal cancers.
For more information about Aphton or its programs please visit
Aphton's website at: www.aphton.com.

   Safe Harbor

   This press release includes forward-looking statements, including
statements about: (1) the Company's belief that the terms of the note
exchange denote confidence from the noteholders, simplify the
Company's balance sheet and remove a significant overhang on the
Company; (2) the Company's belief that the retirement of the debt puts
the Company in a stronger position going forward to return shareholder
value; and (3) the Company's expectation that it will close the debt
exchange on or prior to November 18, 2005, or at all. These
forward-looking statements may be affected by the risks and
uncertainties inherent in the drug development process and in Aphton's
business. This information is qualified in its entirety by cautionary
statements and risk factor disclosure contained in Aphton's Securities
and Exchange Commission filings, including Aphton's report on Form
10-K filed with the Commission on March 16, 2005. Aphton wishes to
caution readers that certain important factors may have affected and
could in the future affect Aphton's beliefs and expectations and could
cause the actual results to differ materially from those expressed in
any forward-looking statement made by or on behalf of Aphton. These
risk factors include, but are not limited to: (1) Aphton's ability to
successfully close the debt exchange on or prior to November 18, 2005,
or at all; (2) Aphton's ability to return shareholder value if the
debt exchange is consummated; (3) Aphton's ability to fund the further
development of its research and development programs; (4) Aphton's
ability to successfully identify and consummate opportunities to
broaden and progress its research and development pipeline; (5)
scientific developments regarding immunotherapy; (6) Aphton's ability
to successfully integrate Igeneon's operations and product portfolio
with Aphton's operations and product portfolio; and (7) the actual
design, results and timing of preclinical and clinical studies for
both companies' products and product candidates.