Form 20 - F/A
                                 Amendment No. 1

[ ]  Registration statement pursuant to section 12(b) or (g) of the Securities
     Exchange Act of 1934

                                       or

[X]  Annual report pursuant to section 13 or 15(d) of the Securities Exchange
     Act of 1934 '
                  For the fiscal year ended December 31, 2002

                                       or

[ ]  Transition report pursuant to section 13 or 15(d) of the Securities
     Exchange Act of 1934
                      For the transition period from to

                        Commission File Number: 001-12033

                        NYMOX PHARMACEUTICAL CORPORATION
             (Exact name of registrant as specified in its charter)

                                     Canada
                 (Jurisdiction of incorporation or organization)

                         9900 Cavendish Blvd., Suite 306
                      St. Laurent, Quebec, Canada, H4M 2V2
                    (Address of principal executive offices)

Securities registered or to be registered pursuant to section 12(b) of the Act.

     Title of each class     Name of each exchange on which registered
     None                    Not Applicable

Securities registered or to be registered pursuant to section 12(g) of the Act
                                  Common Stock
Securities registered or to be registered pursuant to section 15(d) of the Act
                                      None
Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of the period covered by the annual
report.
                    23,020,954 shares as of December 31, 2002

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                          Yes [X]                No [ ]

Indicate by check mark which financial statement item the registrant has elected
to follow.

                       Item 17 [X]           Item 18  [  ]

<PAGE>


In this annual report, the term "Nymox" refers to both Nymox Pharmaceutical
Corporation and its subsidiaries, Nymox Corporation and Serex Inc., and, where
applicable, a predecessor private corporation, DMS Pharmaceuticals Inc. Unless
otherwise indicated all dollar amounts are in United States Dollars.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

You should be aware that this report contains forward-looking statements about,
among other things, the anticipated operations, product development, financial
condition and operating results of Nymox, proposed clinical trials and proposed
transactions, including collaboration agreements.

By forward-looking statements, we mean any statements that are not statements of
historical fact, including (but are not limited to) statements preceded by or
that include the words, "believes", "expects", "anticipates", "hopes", "targets"
or similar expressions.

In connection with the "safe harbor" provisions in the Private Securities
Litigation Reform Act of 1995, we are including this cautionary statement to
identify some of the important factors that could cause Nymox's actual results
or plans to differ materially from those projected in forward-looking statements
made by, or on behalf of, Nymox. These factors, many of which are beyond the
control of Nymox, include Nymox's ability to:

o    identify and capitalize on possible collaboration, strategic partnering or
     divestiture opportunities,

o    obtain suitable financing to support its operations and clinical trials,

o    manage its growth and the commercialization of its products,

o    achieve operating efficiencies as it progresses from a development-stage to
     a later-stage biotechnology company,

o    successfully compete in its markets,

o    realize the results it anticipates from the clinical trials of its
     products,

o    succeed in finding and retaining joint venture and collaboration partners
     to assist it in the successful marketing, distribution and
     commercialization of its products,

o    achieve regulatory clearances for its products,

o    obtain on commercially reasonable terms adequate product liability
     insurance for its commercialized products,

o    adequately protect its proprietary information and technology from
     competitors and avoid infringement of proprietary information and
     technology of its competitors,

o    assure that its products, if successfully developed and commercialized
     following regulatory approval, are not rendered obsolete by products or
     technologies of competitors and

o    not encounter problems with third parties, including key personnel, upon
     whom it is dependent.

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<PAGE>

Although Nymox believes that the forward-looking statements contained in this
registration statement are reasonable, it cannot ensure that its expectations
will be met. These statements involve risks and uncertainties. Actual results
may differ materially from those expressed or implied in these statements.
Factors that could cause such differences include, but are not limited to, those
discussed under "Risk Factors."

PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not Applicable

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not Applicable

ITEM 3. KEY INFORMATION

Selected Financial Data

The following table sets forth selected consolidated financial data for Nymox
for the periods indicated, derived from financial statements prepared in
accordance with generally accepted accounting principles ("GAAP"). We prepare
our basic financial statements in accordance with Canadian GAAP and include, as
a note to the statements, a reconciliation of material differences to United
States GAAP. The financial statements have been audited by KPMG, LLP, Montreal,
Canada as at and for the years ended December 31, 1998, 1999, 2000, 2001 and
2002. The data set forth below should be read in conjunction with the Company's
consolidated financial statements and notes thereto.



                                       3
<PAGE>

<TABLE>
NYMOX PHARMACEUTICAL CORPORATION
Selected Consolidated Financial Data
(In U.S. dollars (3))
<CAPTION>
                                    Dec. 31,      Dec. 31,      Dec. 31,      Dec. 31,      Dec. 31,
                                      2002          2001          2000          1999          1998
                                  -----------   -----------   -----------   -----------   -----------
<S>                               <C>           <C>           <C>           <C>           <C>
CANADIAN GAAP
Current Assets                    $   879,866   $   644,522   $   749,510   $   776,824   $ 2,708,543
Property & Equipment                  185,293       217,083       268,679       201,379       400,146
Patents & Intellectual Property     3,223,498     3,154,441     3,144,015       966,937       879,546
Total Assets                        4,358,657     4,192,241     4,384,716     2,140,491     3,988,235
Total Liabilities                   1,471,727       747,493       323,774       833,344       301,004
Share Capital                      28,407,600    25,376,557    22,822,303    16,912,963    15,943,710
Shareholder's Equity                2,086,930     2,644,748     3,260,942     1,307,147     3,687,231
Total Revenues                        361,748       380,609       225,867       190,203       273,565
Sales, license fees and
  research contracts                  356,162       362,691       157,688       153,252       104,804
Research & Development
  Expenditures(1)                   1,689,430     1,479,602     2,073,775     1,132,941     2,087,742
Net Loss                            3,422,019     3,049,504     4,023,979     3,314,296     4,783,213
Loss per Share                    $      0.15   $      0.14   $      0.19   $      0.17   $      0.25
Weighted Avg. No. of Common
  Shares                           22,651,639    21,873,966    20,890,735    19,886,430    19,304,435

U.S. GAAP(2)
Net Loss                          $ 3,453,749   $ 3,095,133   $ 4,272,308   $ 3,409,166   $ 4,979,562
Loss per Share                           0.15          0.14          0.20          0.17          0.26
Shareholder's Equity              $ 1,947,696   $ 2,496,104   $ 3,102,887   $ 1,139,731   $ 3,304,352

(1)  We earn investment tax credits by making qualifying research and development expenditures. These
     amounts shown are net of investment tax credits.

(2)  Reference is made to Note 12 of Nymox's audited financial statements as at and for the year
     ended December 31, 2002 for a reconciliation of differences between Canadian and U.S. GAAP.

(3)  Effective January 1, 2000, the Corporation adopted the United States dollar as its measurement
     currency as a result of the increasing proportion of operating, financing and investing
     transactions in the Canadian operations that are denominated in U.S. dollars. For Canadian GAAP
     purposes, the financial information for all periods presented up to December 31, 1999 has been
     translated into U.S. dollars at the December 31, 1999 exchange rate, which was 1.4433 Canadian
     dollars to the U.S. dollar. For U.S. GAAP purposes, assets and liabilities for 1998 and 1999
     have been translated into U.S. dollars at the ending exchange rate for the respective year and
     the statement of earnings at the average rate for the respective year. Reference is made to note
     12 of the consolidated financial statements.
</TABLE>


                                                  4
<PAGE>


Risk Factors
The following risk factors apply to Nymox and our industry.

It is Uncertain When, if Ever, We Will Make a Profit

We first began operations in 1995 and are only in the early stages of commercial
marketing of our diagnostic products, AlzheimAlert(TM), NicAlert(TM) and
NicoMeter(TM). We have never made a profit. We incurred a net loss of $4.8
million in 1998, $3.3 million in 1999, $4.0 million in 2000, $3.0 million in
2001 and $3.4 million in 2002. As of December 31, 2002, Nymox's accumulated
deficit was $26.7 million.

We cannot say when, if ever, Nymox will become profitable. Profitability will
depend on our uncertain ability to generate revenues from the sale of our
products and the licensing of our technology that will offset the significant
expenditures required for us to advance our research, protect and extend our
intellectual property and develop, manufacture, license, market, distribute and
sell our technology and products successfully. Similar types of expenditures in
the past have helped produce the net losses reported above.

We May Not Be Able to Raise Enough Capital to Develop and Market Our Products

Nymox funded its operations primarily by selling shares of its common stock.
Since late 1998, a small portion of the funds came from sales. However, sales
have not been, and may not be in the foreseeable future, sufficient to meet our
anticipated financial requirements.

We will continue to need to raise substantial amounts of capital for our
business activities including our research and development programs, the conduct
of clinical trials needed to obtain regulatory approvals and the marketing and
sales of our products. We anticipate being able to fund our current total annual
budgeted expenditures of approximately $3 million per year over the next year
through our current cash position and additional financing, including draw downs
through our common stock private purchase agreement with Lorros-Greyse
Investments, Inc. Clinical trials will substantially increase cash requirements.
We anticipate being able to meet these requirements as they arise. Any necessary
clinical trials for regulatory approval following successful preliminary
clinical trials will require considerably more capital. We plan to raise such
capital either through a new round of financing and/or through partnering with a
major pharmaceutical company. Additional financing may not be available when
needed, or, if available, may not be available on acceptable terms. If adequate
funds on acceptable terms are not available, we may have to curtail or eliminate
expenditures for research and development, testing, clinical trials, promotion
and marketing for some or all of our products.

We Face Challenges in Developing and Improving Our Products

Our success depends on our ability to develop or acquire rights to new products
or to improve our existing products. We are still developing many of our
products and have not yet brought them to market. We cannot assure you that we
will be able to develop or acquire rights to such products and to market them
successfully.

                                       5
<PAGE>

Developing a treatment for Alzheimer's disease is particularly challenging. Many
pharmaceutical companies, institutions and researchers are working on many
different approaches and treatments. There is no consensus among researchers
about the cause of this fatal illness and no guarantee that our drug development
programs in this area are targeting significant factors in its cause,
progression or symptoms. It is difficult to design drug candidates that can
cross from the bloodstream into the brain, where the damage from Alzheimer's
disease is occurring. Clinical trials to establish efficacy for drugs that slow
down the progression of Alzheimer's disease over a period of months or years
often require that a large number of subjects be tracked over many months or
years, making them very expensive to conduct. The potentially long period from
discovery and patenting through development and regulatory approval to the
market can significantly reduce the patent life of an Alzheimer's disease
treatment. Any marketed treatment in this area may well eventually face
competition from "me-too" drugs developed by other pharmaceutical companies
based on our research. We will be under constant competitive pressure to improve
our products and to develop new treatments in order to protect our position in
the field.

Developing and improving our diagnostic products is also challenging. The
science and technology of the detection and measurement of very small amounts of
biochemicals in bodily fluids and tissue is evolving rapidly. We may need to
make significant expenditures in research and development costs and licensing
fees in order to take advantage of new technologies. If any major changes to our
testing technologies used in our AlzheimAlert(TM) and NicAlert(TM) and
NicoMeter(TM) tests are made, further validation studies will be required.
Developing new diagnostic products is more challenging, requiring identification
and validation of the biochemical marker being detected by the new product in
the clinical context and the development and validation of the product designed
to detect the marker.

We Face Significant and Growing Competition

The modern pharmaceutical and biotechnology industries are intensely
competitive, particularly in the field of Alzheimer's disease where there is a
large unmet need for an effective treatment. Currently there are four drugs with
the same mechanism of action approved for sale in the United States (Aricept(R),
Cognex(R), Exelon(R) and Reminyl(R)). These drugs offer some relatively
short-term symptomatic relief, but do not treat the underlying causes of the
illness. Over the past decade, there has been an intense research effort both in
the non-profit sectors such as universities, government agencies and research
institutes and in the pharmaceutical and biotechnology industry to develop new
treatments for Alzheimer's disease. Treatment candidates under development
include:

o    vaccines for Alzheimer's disease;

o    enzyme-blocking therapies intended to block the production of the protein
     found in the senile plaques characteristic of Alzheimer's disease. A number
     of pharmaceutical and biotechnology companies including Amgen and
     Bristol-Myers Squibb are working on such therapies.

o    Memantine, a drug originally developed by Merz + Co. of Germany and being
     developed in the United States by Forest Laboratories, Inc. and
     Neurobiological Technologies, Inc., intended to reduce cell death and
     injury said to be caused by the release of too much of a signal transmitter
     in the brain called glutamate. The developers have applied to the FDA for
     its approval for use in the United States to treat Alzheimer's disease.

o    implantation of a shunt (COGNIShunt(TM)) developed by its maker, Eunoe
     Inc., and designed to drain cerebrospinal fluid from the patient's skull
     into his or her abdominal cavity.

                                       6
<PAGE>

o    implantation of genetically modified cells that produce human nerve growth
     factor into the brains of people with Alzheimer's disease. Preliminary
     human testing began this year at the University of California at San Diego
     in conjunction with the Salk Institute for Biological Studies.

There is also ongoing research into possible methods of preventing Alzheimer's
disease such as taking certain cholesterol-lowering drugs called statins,
estrogen replacement therapies, anti-oxidants such as vitamin E and ginkgo
biloba or anti-inflammatory drugs such as ibuprofen (e.g., Advil or Motrin). The
successful development of a treatment or method of preventing Alzheimer's
disease could significantly impact on our ability to develop or market a
competing treatment for Alzheimer's disease.

Our treatments under development for enlarged prostate (benign prostatic
hyperplasia or BPH) face significant competition from existing products. There
are five drugs approved for treatment of BPH: finasteride (Proscar(R)),
terazozin (Hytrin(R)), doxazozin (Cardur(R)), tamsulosin (Flomax(R)) and
prazosin (Minipres(R)). There are a number of thermal treatments on the market
designed to shrink the enlarged prostate by heating its tissue with a device
inserted through the urethra (the tube leading from the bladder through the
penis through which men urinate) or through the abdomen. The devices on the
market use microwave energy (Prostatron(R), Targis Therapy(R) or TherMatrx(R)),
low level radiowaves (TUNA System(R)), lasers (Indigo LaserOptic Treatment
System(R)), direct heat or hot water to heat or burn away prostate tissue. A
variety of surgical procedures exist to surgically reduce or remove the prostate
or to widen the urethra. These include procedures to cut away prostate tissue
which as TURP (transurethral resection of the prostate) and using a resectoscope
with an electrical loop inserted through the penis to cut the prostate tissue. A
small device used to widen the constricted urethra called a prostatic stent can
also be inserted.

The diagnostic testing industry is also highly competitive. In the area of
Alzheimer's disease, Athena Diagnostics, Inc. markets diagnostic tests for
different biochemical indicators found in blood and spinal fluid and for genetic
predispositions for the illness. Other companies are attempting to develop and
market other diagnostic products in this area. The introduction of other
diagnostics products for Alzheimer's disease or tobacco product use that are
cheaper, easier to perform, more accurate or otherwise more attractive to the
physicians, health care payers or other potential customers would have a
significant impact on the sales of our AlzheimAlert(TM), NicAlert(TM) or
NicoMeter(TM) products.

We May Not Be Able to Successfully Market Our Products

To increase our marketing, distribution and sales capabilities both in the
United States and around the world, we will need to enter into licensing
arrangements, contract sales agreements and co-marketing deals. We cannot assure
you that we will be able to enter into agreements with other companies on terms
acceptable to us, that any licensing arrangement will generate any revenue for
the company or that the costs of engaging and retaining the services of a
contract sales organization will not exceed the revenues generated.

Our Products and Services May Not Receive Necessary Regulatory Approvals

Our diagnostic products, AlzheimAlert(TM), NicAlert(TM) and NicoMeter(TM), and
our products in development, are subject to a wide range of government
regulation governing laboratory standards, product safety and efficacy. The
actual regulatory schemes in place vary from country to country and regulatory
compliance can take several years and involve substantial expenditures.

                                       7
<PAGE>

We cannot be sure that we can obtain necessary regulatory approvals on a timely
basis, if at all, for our products in development and all of the following could
have a material adverse effect on our business:

o    failure to obtain or significant delays in obtaining requisite approvals;

o    loss of or changes to previously obtained approvals; and

o    failure to comply with existing or future regulatory requirements.

We currently market AlzheimAlert(TM) as a clinical reference laboratory service
provided by our government-inspected clinical reference laboratory in New
Jersey. Physicians send us urine samples from their patients to our laboratory
where the AlzheimAlert(TM) test is performed and the results reported back to
the physicians. A clinical laboratory test like AlzheimAlert(TM) does not
require approval from the United States Food and Drug Administration (FDA). Our
laboratory is regulated by the Centers for Medicare & Medicaid Services (CMS)
under the Clinical Laboratory Improvement Amendments and is subject to
inspection and certification. In addition, individual states like New York and
Florida have their own requirements for reference laboratories like ours that
offer diagnostic services. In addition, the FDA has its own regulations
governing in vitro diagnostic products, including some of the reagents used in
clinical reference laboratories. Any changes in CMS or state law requirements or
in the FDA regulations could have a detrimental impact on our ability to offer
or market any reference laboratory services and/or on our ability to obtain
reimbursement from the Medicare and Medicaid programs and providers.

We may develop a diagnostic kit based on AlzheimAlert(TM) for sale to third
parties. If so, we will require prior approval from the FDA before we can
market, distribute or sell such a product in the United States. We have not
submitted any such product to the FDA for approval. In general, such approval
requires clinical testing as to the safety and efficacy of the device and
preparation of an approval application with extensive supporting documentation.
If approved, the device would then be subject to postmarketing record and
reporting obligations and manufacturing requirements. Similar requirements exist
in many other countries. Obtaining these approvals and complying with the
subsequent regulatory requirements can be both time-consuming and expensive.

We currently sell NicAlert(TM) and NicoMeter(TM) as tests for tobacco product
use and for research use. In October, 2002, we received 510(k) clearance from
the U.S. Food and Drug Administration for our NicAlert(TM) product.

In the United States, our drugs in development will require FDA approval, which
comes only at the end of a lengthy, expensive and often arduous process. We have
not submitted any drugs for FDA approval. We have begun Phase I safety studies
for NX-1207, our investigational new drug for benign prostatic hyperplasia
(BPH). We cannot predict with any certainty the amount of time the FDA will take
to approve one of our drugs or even whether any such approval will be
forthcoming. Similar requirements exist in many other countries.

Protecting Our Patents and Proprietary Information is Costly and Difficult

We believe that patent and trade secret protection is important to our business,
and that our success will depend, in part, on our ability to obtain strong
patents, to maintain trade secret protection and to operate without infringing
the proprietary rights of others.

                                       8
<PAGE>

Obtaining and maintaining our patent position is costly. We pay for the filing,
prosecution and fees of over 200 patents and patent applications in countries
around the world, including the United States, Europe, Japan, Canada, Australia,
New Zealand and South Korea. In the United States alone, Nymox has fourteen
patents issued or allowed and thirteen patent applications pending relating to
its technology. Its subsidiary, Serex Inc. has nine patents issued and allowed.
Through licensing agreements with the Massachusetts General Hospital, Nymox
separately licensed global patent rights relating to neural thread proteins and
to novel cancer markers that have potential application both for the treatment
and diagnosis of specific cancers. These licensed patent rights include five
issued United States patents and numerous patents and patent application in
other countries around the world.

We believe that we have strong patent protection for the products we sell and
for our product development programs and are in the process of extending that
patent protection to cover more countries or new discoveries or products. We
cannot assure you that additional patents covering new products or improvements
will be issued or that any new or existing patents will be of commercial benefit
or be valid and enforceable if challenged.

We are not currently involved in patent litigation. In the pharmaceutical and
biotechnology industry patent disputes are frequent and can preclude the
commercialization of products. Patent litigation is costly and the outcome often
difficult to predict. It can expose us to significant liabilities to third
parties and may require us to obtain third-party licenses at a material cost or
cease using the technology or product in dispute.

We Face Changing Market Conditions

The healthcare industry is in transition with a number of changes that affect
the market for therapeutic and diagnostic test products. The U.S. Federal and
various state governments have under consideration a number of proposals that
may have the effect of directly or indirectly limiting drug prices in the U.S.
markets. Such changes may adversely affect the prices we may charge for any
therapeutic drug we develop. Funding changes and budgetary considerations can
lead major health care payers and providers to make changes in reimbursement
policies for our AlzheimAlert(TM) product. These changes can seriously impact
the potential for growth for the market for AlzheimAlert(TM), either favorably
when the decision is to offer broad coverage for our test at a reasonable price
or negatively when the decision is to deny coverage altogether. Changes in the
healthcare delivery system have resulted in major consolidation among reference
laboratories and in the formation of multi-hospital alliances, reducing the
number of institutional customers for therapeutic and diagnostic test products.
There can be no assurance that Nymox will be able to enter into and/or sustain
contractual or other marketing or distribution arrangements on a satisfactory
commercial basis with these institutional customers.

Health Care Plans May Not Cover or Adequately Pay for our Products and Services

Throughout the developed world, both public and private health care plans are
under considerable financial and political pressure to contain their costs. The
two principal methods of restricting expenditures on drugs and diagnostic
products and services are to deny coverage or, if coverage is granted, to limit
reimbursement. For single-payer government health care systems, a decision to
deny coverage or to severely restrict reimbursement for one of our products can
have an adverse effect on our business and revenues.

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<PAGE>

In the United States, where, to a significant degree, the patient population for
our products is elderly, Medicare and Medicaid are sources of reimbursement. In
general, any restriction on reimbursement, coverage or eligibility under either
program could adversely affect reimbursement to Nymox for products and services
provided to beneficiaries of the Medicare and/or Medicaid programs. Many elderly
people are covered by a variety of private health care organizations either
operating private health care plans or Medicare or Medicaid programs subject to
government regulation. These organizations are also under considerable financial
constraints and we may not be able to secure coverage or adequate reimbursement
from these organizations. Without coverage, we will have to look to the patients
themselves who may be unwilling or unable to pay for the product; in turn,
doctors may be reluctant to order or prescribe our products in the absence of
coverage of the product for the patient.

The Issuance of New Shares May Dilute Nymox's Stock

The issuance of further shares and the eligibility of issued shares for sale
will dilute our common stock and may lower its share price. There were
23,473,434 common shares of Nymox issued and outstanding as of April 30, 2003.
All of these shares are eligible for sale under Rule 144 or are otherwise freely
tradable. In addition, 1,654,000 share options are outstanding, of which
1,489,000 are currently vested and 611,860 shares are subject to issuance upon
exercise of warrants. The great majority of the Nymox options expire in 3 to 8
years. These options have been granted to employees, officers, directors and
consultants of the company. Moreover, Nymox may use its shares as currency in
acquisitions.

We Face Potential Losses Due to Foreign Currency Exchange Risks

Nymox incurs certain expenses, principally relating to salaries and operating
expenses at its Canadian head office, in Canadian dollars. All other expenses
are derived in U.S. dollars. As a result, we are exposed to the risk of losses
due to fluctuations in the exchange rates between the U.S. dollar and the
Canadian dollar. We protect ourselves against this risk by maintaining cash
balances in both currencies. We do not currently engage in hedging activities.
We cannot say with any assurance that the Company will not suffer losses as a
result of unfavorable fluctuations in the exchange rates between the United
States dollar and Canadian dollar.

We Have Never Paid a Dividend and are Unlikely to do so in the Foreseeable
Future

Nymox has never paid any dividends and does not expect to do so in the
foreseeable future. We expect to retain any earnings or positive cash flow in
order to finance and develop Nymox's business.

ITEM 4. INFORMATION ON THE COMPANY
History of the Company

Nymox was incorporated under the Canada Business Corporations Act in May, 1995
to acquire all of the common shares of DMS Pharmaceutical Inc., a private
company which had been carrying on research and development since 1989 on
diagnostics and drugs for brain disorders and diseases of the aged with an
emphasis on Alzheimer's disease. Nymox has two subsidiaries: one wholly owned
subsidiary named Nymox Corporation and the other a majority owned subsidiary
named Serex, Inc, purchased in March, 2000. Both subsidiaries are based in the
same building in Maywood, New Jersey, but each have separate facilities within
the building. Nymox Corporation operates our certified clinical reference
laboratory where our AlzheimAlert(TM) test is performed, and conducts some
research and


                                       10
<PAGE>

development, while Serex conducts research and development, and some of the
manufacturing for NicAlert(TM) and NicoMeter(TM).

Nymox's principal executive offices are located at:

     Nymox Pharmaceutical Corporation
          9900 Cavendish Boulevard, Suite 306
          St. Laurent, Quebec, Canada, H4M 2V2
          Phone: (800) 936-9669
          Fax: (514) 332-2227

Nymox's two subsidiaries are located at:

     Nymox Corporation
          230 West Passaic St.
          Maywood, NJ, USA 07607

     Serex, Inc.
          230 West Passaic St.
          Maywood, NJ, USA 07607

We specialize in the research and development of therapeutics and diagnostics
for the aging population with an emphasis on Alzheimer's disease. Alzheimer's
disease is a progressive, terminal brain disease of the elderly marked by an
irreversible decline in mental abilities, including memory and comprehension,
and often accompanied by changes in behavior and personality. It currently
afflicts an estimated four million people in the United States and at least
fifteen million people worldwide. As the baby-boomer generation continues to
age, these figures are expected to rise sharply. Our subsidiary, Serex, Inc.,
specializes in the development of diagnostic products for a wide range of
indications based on its proprietary patented diagnostic platforms and
technologies.

Acquisition of a Majority Interest in Serex, Inc.

On March 2, 2000, we closed our acquisition of a controlling interest in Serex,
Inc., a privately held diagnostic company based in Maywood, New Jersey. We have
subsequently acquired more shares of the common stock of Serex, Inc. from other
shareholders and now own approximately 98% of its common stock.

Serex's NicAlert(TM) and NicoMeter(TM) strips can reliably detect one of the
metabolic products of nicotine in human urine or saliva (NicAlert(TM) only), in
order to determine whether a person, such as a teenager or insurance applicant,
is using a tobacco product. NicAlert(TM) and NicoMeter(TM) are currently being
distributed in Japan by Mizuho Medy Co. Ltd. of Japan and outside of Japan by
Nymox and Jant Pharmacal Corporation.

Serex developed and patented its particle valence technology, a unique, highly
sensitive, new method to detect very small amounts of biochemical indicators in
body fluids such as blood, urine and saliva. This technology can be adapted to
detect a wide range of biochemical indicators for diseases, conditions and drug
use.

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<PAGE>

Serex also assisted in the development of our AlzheimAlert(TM) test.

Diagnostic Products for Alzheimer's Disease

Alzheimer's disease is the most common cause of dementia in persons 65 years of
age and older and is the fourth leading cause of death among the elderly.
Despite the need for an accurate clinical test, the definitive diagnosis of the
disease is possible only after the death of the patient by expert, pathologic
examination of brain tissue.

The Surgeon General's Report on Mental Health, released on December 13, 1999,
identified the importance and the need for the early detection and diagnosis of
Alzheimer's disease. The report described the current approach to Alzheimer's
disease diagnosis, clinical examination and the exclusion of other common causes
of its symptoms, as time- and labor-intensive, costly and largely dependent on
the expertise of the examiner. As a result, the illness is currently
underrecognized, especially in primary care settings, where most older patients
seek care. The report joined other experts writing in the field in recognizing
the need for a better, more reliable method for diagnosing the disease in living
patients and in particular, the need of a simple, accurate and convenient test
that could detect a biochemical change early in patients with Alzheimer's
disease. We believe our AlzheimAlert(TM) provides such a test.

AlzheimAlert(TM); An Aid to the Diagnosis of Alzheimer's Disease

We market a proprietary diagnostic test for Alzheimer's disease, known as the
AlzheimAlert(TM) Test, through our government-inspected clinical reference
laboratory in Maywood, New Jersey. AlzheimAlert(TM) is an improved version of
our AD7C(TM) test, which has been on the market since 1997. It is a urine test,
where the patient provides a first-morning urine sample for testing. The
patient's doctor then forwards the sample to our laboratory where our technical
staff performs the test. We then report the results to the doctor.

AlzheimAlert(TM) is the latest generation of our NTP testing technology. It
measures the level of a brain protein called neural thread protein (NTP) which
is elevated early in Alzheimer's disease as reported both in the scientific
literature and at scientific conferences. Researchers at the Massachusetts
General Hospital and Brown University led by Doctors Suzanne de la Monte and
Jack Wands first found large amounts of the protein in the brain tissue of
patients known to have died with Alzheimer's disease. Subsequent research led to
the characterization of NTP and the gene that produces it. Nymox succeeded in
developing a highly sensitive test to detect the presence of NTP in the spinal
fluid and, most recently, in the urine of patients with Alzheimer's disease. A
recent study (J. Neuropathol Exp Neurol (2001; 60: 195-207)) has provided
further evidence that increased production of NTP leads to a marked increase in
nerve cell death and shown that the cells subjected to NTP died in a programmed
fashion similar to the way the nerve cells in the brains of patients with
Alzheimer's disease die. One of the characteristic signs of Alzheimer's disease
is widespread brain cell loss.

Nymox believes that its AlzheimAlert(TM) test can assist a physician faced with
the task of diagnosing whether a patient has Alzheimer's disease. In company
funded trials of its NTP testing technology to date, involving over 500 clinical
samples, the test results were positive for over 80% of the patients with
verified Alzheimer disease and negative in over 89% of subjects without the
disease (known as a low false positive rate). The low rate of positive results
for patients without the disease is important for doctors investigating patients
with subtle or marginal symptoms of mental, emotional, cognitive, or


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behavioral changes. If the doctor can rule out Alzheimer's with more assurance,
a great deal of patient and family anguish and anxiety will be avoided. A low
test score will help the doctor to be more certain that Alzheimer's disease is
not the cause of the patient's symptoms and to target the other, often
reversible causes of the patient's symptoms, such as depression.

Many studies published in scientific publications or presented at scientific
conferences over the past decade have confirmed the accuracy of NTP as a
biochemical marker for Alzheimer's disease. Recent publications in the
peer-reviewed literature include, for example, the Journal of Clinical
Investigation (1997; 100: 3093-3104); Journal of Contemporary Neurology (1998;
art. 4a); Journal of Clinical Laboratory Analysis (1998; 12: 285-288) and (1998;
12: 223-226); Alzheimer's Reports (1999; 2: 327-332), (2000; 3: 177-184) and
(2001; 4: 61-65); Neurology (2000; 54: 1498-1504) and (2000; 55: 1068); Journal
of Alzheimer's Disease (2001; 3: 345-353), and Neurology and Clinical
Neurophysiology (2002; 1: 2-7). Reports about this Nymox technology have also
been featured in prestigious trade and lay publications such as Clinica
(Sept.25, 2000), Genetic Engineering News (Oct.1, 2000), Clinical Laboratory
News (Sept., 1999 and Oct., 2000), Modern Maturity (Dec., 2000), ADVANCE for
Administrators of the Laboratory (June, 2001), ASRT Scanner (August, 2001), RN
magazine (August, 2001), Clinical Geriatrics (Nov., 2000), LabMedica
International (June, 1998), and Clinical Laboratory International (October,
1998).

There can be no assurance that further studies will repeat the same level of
success experienced to date.

The early diagnosis of Alzheimer's disease is important to physicians, patients
and their families and enables them to make informed and early social, legal and
medical decisions about treatment and care. Early diagnosis of Alzheimer's
disease has become increasingly important with new improvements in drug
treatment and care. Even a modest delay in institutionalization can mean
substantial social and financial savings. Conversely, any testing procedure that
could rule out Alzheimer's disease would eliminate the tremendous uncertainty
and anxiety patients and their families otherwise face and would allow
physicians to focus on the other, often reversible, causes of cognitive changes.

Early diagnosis as facilitated by the AlzheimAlert(TM) test represents a
potentially large cost-savings in the form of a reduced number of office visits,
lab tests, scans and other procedures required by the traditional methods of
diagnosis.

The AlzheimAlert(TM) test is an aid to diagnosis, to be considered together with
patient history, physical examination and other relevant medical data. The test
does not replace a physician's diagnosis.

We intend to develop and sell a diagnostic kit version of the AlzheimAlert(TM)
test. Such a kit would permit the testing of patient samples either in a general
purpose medical laboratory or in a physician's office. The development of such a
kit will be subject to further laboratory and clinical validation and to any
necessary regulatory approvals. AlzheimAlert(TM) offers a more technically
advanced means to detect elevated levels of NTP in urine. It is a completely new
assay in the competitive affinity format and has significant advantages of easy
adaptability to systems and equipment present in all modern clinical
laboratories.

We expect that, if approved, a diagnostic kit version of AlzheimAlert(TM) kit
will increase the availability and acceptance of our test while lowering its
cost to the patient or health care payor.

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Other Biochemical Indicators of Alzheimer's Disease

We hold exclusive patent rights to several other biochemical indicators for
Alzheimer's disease, including the brain protein, 35i9, which we believe is also
associated with Alzheimer's disease. We intend to use our extensive scientific,
medical and commercial experience and know-how in the field of Alzheimer's
disease in order to develop new diagnostic tests, methods and treatments for the
disease from these and other indicators.

Development of Therapeutic Products for Alzheimer's Disease

At present, there is no cure for Alzheimer's disease. There are four drugs
approved by the FDA, tacrine (brand-name Cognex(R)), donepezil HCI (brand-name
Aricept(R)), rivastigmine (brand-name Exelon(R)) and galantamine hydrobromide
(brand name Reminyl(R)) for the treatment of Alzheimer's disease. However, at
most these drugs offer symptomatic relief for the loss of mental function
associated with the disease and possibly help to delay the illness- progression.
There is no consensus as to the cause of Alzheimer's disease or even whether it
is one disease or many.

There is an urgent need for an effective treatment for the illness, caused in
part by the rising health care, institutional and social costs for the treatment
and care of Alzheimer's disease sufferers. The Surgeon General's Report on
Mental Health released on December 13, 1999, put the direct health care costs
for the illness in the United States at almost $18 billion for 1996. In April
2002, the National Institute on Aging reported that the cost of care to family,
caregivers and society in general was estimated to exceed $100 billion per year.

These costs are expected to rise sharply as the baby boom generation ages and
more people become at risk for the disease. According to the National Institute
on Aging's Progress Report on Alzheimer's Disease, 2000, the number of Americans
aged 65 or over, now some 35 million, is expected to double by year 2050. The
age group of Americans over the age of 85 is one of the fastest growing segments
of the population. As people live longer, they become more at risk of developing
Alzheimer's disease.

Nymox's research into drug treatments for Alzheimer's disease is aimed at
compounds that could arrest the progression of the disease and therefore are
targeted for long term use.

Drugs Targeting Spherons

We are a leader in research and development into drugs for the treatment of
Alzheimer's disease that target spherons. Nymox researchers believe that
spherons are a cause of senile plaques, the characteristic lesion found
abundantly in the brains of patients with Alzheimer's disease and believed by
many researchers to play a pivotal role in the fatal illness. Spherons are tiny
balls of densely packed protein found in brain cells scattered throughout the
brains of all humans from age one. Nymox researchers have found that as humans
age the spherons grow up to a hundred times larger until they become too large
for the cells that hold them. Once released from the cells, the researchers
believe that the spherons burst, creating senile plaques, contributing to the
cellular damage and biochemical changes pivotal to the symptoms and signs of
Alzheimer's disease.

The substantial evidence linking spherons to senile plaques and Alzheimer's
disease has been published in journals such as the Journal of Alzheimer's
Disease, Drug News & Perspectives and Alzheimer Reports. There are 20 important
criteria of validity which have been set forth correlating the


                                       14
<PAGE>

disappearance of spherons in old age with the appearance of senile plaques and
implicating spherons as a major causal in Alzheimer's disease. In 2000, Nymox
researchers published important findings in Alzheimer Reports (2000; 3: 177-184)
confirming that spherons contain key proteins that are also known to be in
senile plaques and showing that, like senile plaques, spherons contain unusually
old proteins in terms of the human body's metabolism, with an average age of 20
to 40 years.

Nymox researchers believe that stopping or inhibiting the transformation of
spherons into senile plaques will help stop or slow the progress of this
illness. You should be aware that there is no consensus among researchers about
the causes or possible treatments of Alzheimer's disease and that not all
researchers share this belief that spherons are a causative factor in
Alzheimer's disease or are a target for the development of treatments for the
disease.

Based on these research findings and this approach to the treatment of the
disease, we developed novel, proprietary drug screening methods based on
spherons and used them to discover, develop and test drug candidates to inhibit
the formation of Alzheimer plaques from spherons. These candidates have the
potential to slow or stop the progression of the disease.

We have two distinct new drug candidates, NXD-3109 and NXD-1191, neither of
which demonstrate significant toxicity and both of which had positive animal
testing results. These candidates are at the stage of pre-clinical testing.

Such drug candidates will require regulatory approval in order to begin clinical
studies for humans. You should be aware there is no guarantee that any of these
drug candidates will ever be approved for marketing as a treatment for
Alzheimer's disease. Drug candidates that look promising in early studies in the
laboratory or with animals often prove on further testing to be unsafe,
ineffective or impractical to use with human patients. The cost of bringing a
drug candidate through the necessary clinical trial and regulatory approvals is
very high and may require us to seek substantial financing through various
sources including the issuing of more stock, the borrowing of funds secured by
financial instruments such as bonds or agreements with major pharmaceutical
companies. We risk not being able to secure such funding in the necessary
amounts or on sufficiently favorable terms.

Nymox holds global patent rights covering both methods for using spherons as
targets for developing drugs and for the actual drug candidates discovered.

Neural Thread protein Based Drugs

Nymox developed a unique drug screening system, based on the research that led
to its AlzheimAlert(TM) test, to identify other potential drug candidates for
the treatment of Alzheimer's disease. There is a substantial body of evidence
showing that NTP may play a key role in Alzheimer's disease. The published
studies include Journal of the Neurological Sciences (1996; 138: 26-35), Journal
of Neuropathology and Experimental Neurology (1996; 55: 1038-50), Journal of
Clinical Investigation (1997; 100: 3093-3104), Alzheimer's Reports (1999; 2:
327-332), Journal of Alzheimer's Disease (2001; 3: 345-353) and Cellular and
Molecular Life Sciences (2001; 58: 844-849). A recent study published in the
Journal of Neuropathology and Experimental Neurology (2001; 60: 195-207)
reported on how a team of researchers at Brown University led by Dr. Suzanne de
la Monte and Dr. Jack Wands implanted the gene that produces NTP in nerve cells
derived from humans. They then caused the cells to turn on the implanted NTP
gene and to begin to produce NTP in elevated quantities. This caused a marked
increase in nerve cell death. Sophisticated analysis showed that the cells died
in


                                       15
<PAGE>

a programmed fashion similar to the way the nerve cells in brains of patients
with Alzheimer's disease die. Extensive loss of brain cells and accompanying
brain shrinkage is a key part of the Alzheimer's disease process.

Nymox screened compounds for their ability to impede this process of premature
cell death and thus potentially help slow or halt the loss of brain cells in the
Alzheimer's disease brain. This screening process identified promising drug
candidates. The Company has targeted the candidate, NXD-9062, for human trials.
Successful completion of pre-clinical studies is necessary before any candidate
can move into formal regulatory studies.

Nymox licensed this technology in 1997 from Harvard University and the
Massachusetts General Hospital as part of a sponsored research and licensing
agreement. Under the terms of this agreement, Nymox sponsored the research of
the principal investigators, Dr. Suzanne de la Monte and Dr. Jack Wands, into
the use of neural thread protein, its antibodies or genes for diagnostic or
therapeutic purposes. Nymox also paid the patent costs for the patent
applications filed arising out of this research. In return, Nymox received an
exclusive worldwide license of the patents to sell products and to use processes
encompassed by them. Nymox is to pay the Massachusetts General Hospital a 4%
royalty of the net sales price of any product developed and sold under the
license. Nymox currently pays this royalty on its sales of AlzheimAlert(TM). The
license and the obligation to pay patent costs and royalties continues for the
life of the patents, which run until November, 2014 at the earliest. The
Massachusetts General Hospital has the right to terminate the license in any
country where, after the first commercial sale of the product in the country,
there is a continuous two year period in which no product is sold in such
country. There are four issued U.S. patents and one outstanding U.S. patent
application under license and a correspondingly larger number of patents and
patent applications in Europe, Japan, Canada, Australia, New Zealand and South
Korea. The sponsored research portion of this agreement was transferred to Brown
University and the Rhode Island Hospital as of March, 1999, when Dr. de la Monte
and Dr. Wands moved to Brown University.

Nymox also has a similar sponsored research and licensing agreement with Brown
University and the Rhode Island Hospital where Dr. de la Monte and Dr. Wands now
carry out their research into neural thread protein. Under the terms of this
agreement, which became effective March 1, 1999 and was renewed in January 2002,
Nymox sponsors the research of the principal investigators, Dr. Suzanne de la
Monte and Dr. Jack Wands, into the uses of neural thread proteins, their
antibodies or genes for diagnostic, therapeutic and research purposes. Nymox
also pays the patent costs for any patent applications filed arising out of this
research. In return, Nymox will receive an exclusive worldwide license of the
patents to sell products and to use processes encompassed by them. The Rhode
Island Hospital has the right to terminate the license in any country where,
after the first commercial sale of the product in the country, there is a
continuous two year period in which no product is sold in such country. Nymox is
to pay the Rhode Island Hospital a 4% royalty of the net sales price of any
product developed and sold under the license.

The Use of Statin Drugs for the Treatment or Prevention of Alzheimer's Disease

In October 2002, we were issued a United States patent for the use of statin
drugs to treat, prevent or reduce the risk of the onset of Alzheimer's disease.
Statins are a class of commonly prescribed cholesterol lowering drugs that have
a well-established safety record and are widely available. A number of published
studies showed a link between statin use and lower incidence of Alzheimer's

                                       16
<PAGE>

disease. Research in this area is ongoing and no statin drug has been approved
for use in the treatment or prevention of Alzheimer's disease.

New Antibacterial Agents Against Infections and Food Contamination

We are developing new antibacterial agents for the treatment of urinary tract
and other bacterial infections in humans which have proved highly resistant to
conventional antibiotic treatments and for the treatment of E. coli O157:H7
bacterial contamination in hamburger meat and other food and drink products.

Nymox has developed four new antibacterial agents:

o    NXB-4221 for the treatment of difficult chronic and persistent urinary
     tract infections;

o    NXB-5886 for the treatment of streptococcal infection; and

o    NXT-1021 for the treatment of staphylococcal infection; and

o    NXC-4720 for the treatment of E. coli contamination of meat and other food
     and drink products

In the last ten years there has been a growing recognition of the increasing
problem of antibiotic-resistant infections and the need for truly novel
antibacterial drugs. See, for example, the European Commission report dated May
28, 1999, "Opinion of the Scientific Steering Committee on Antimicrobial
Resistance" and the report from the Interagency Task Force on Antimicrobial
Resistance, co-chaired by the Centers for Disease Control and Prevention, the
U.S. Food and Drug Administration and the National Institutes of Health,
entitled A Public Health Action Plan to Combat Antimicrobial Resistance released
on January 19, 2001.

Urinary tract infections in women caused by bacteria such as E. coli are a
common and significant infection often resistant to conventional antibiotic
treatment. Some varieties of streptococcus and staphylococcus bacteria, a common
source of infection in humans, have acquired a broad immunity to antibiotic
treatments. Infections from these antibiotic resistant bacteria are difficult to
treat and can be life threatening.

Nymox's three antibacterial agents for the treatment of infectious disease have
all shown the ability to kill their bacterial targets in culture with no signs
of toxicity. Further pre-clinical testing and development is required before we
can apply for regulatory approval to begin initial testing in humans.

E. coli contamination of food and drink is a serious public health problem
worldwide and a major concern for meat processors in particular. E. coli
bacteria occur normally and usually harmlessly in the gastrointestinal tracts of
humans, cows and other animals. However, one mutant variety of the E. coli
bacteria, E. coli O157:H7, can cause life-threatening illness and has been
implicated in cases of severe diarrhea, intestinal bleeding and kidney failure,
leading, in some cases, to death in children and the elderly. E. coli
contamination in hamburger meat and other food products and in drinking water
affects about 70,000 people in the United States a year.

There is a well-recognized need in the beef industry to address the problem of
E. coli contamination in meat processing and in livestock. E. coli contamination
has triggered massive recalls of ground beef in


                                       17
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the U.S.. Cattle are a natural reservoir for the deadly strain of E. coli. Water
contamination from cattle operations have led to public health tragedies.

Nymox developed a potent new antibacterial agent, NXC-4720. Tests of NXC-4720
show it to be highly effective against all known substrains of E. coli O157:H7,
the bacteria implicated in these severe cases of food and drink contamination.
Tests of NXC-4720 show that it destroys E. coli O157 strains, including H7,
efficiently, rapidly and at a very low dose. In 1999, we began further
laboratory trials for this agent as a treatment for food and drink contamination
and are continuing trials with various collaborators, including the Faculty of
Veterinary Medicine at the University of Montreal, the Department of Food
Science at the University of Manitoba and BioPhage Inc.. Further pre-clinical
testing and development is required before we can apply for regulatory approval
for use of this agent on the processing of food and drink for human consumption.

Nymox has patent rights to these and other antibacterial agents.

Development of Therapeutic Products for Enlarged Prostate

We are developing treatments for enlarged prostate (benign prostatic hyperplasia
or BPH), using novel compounds. We have begun Phase 1 safety studies in humans
for one treatment candidate, NX-1207.

More than half of men in their sixties and as many as 90% of men in their
seventies and eighties have some symptoms of BPH. Symptoms include more frequent
urination (especially at night), difficulty urinating, incomplete emptying of
the bladder and sometimes complete inability to urinate. More serious cases may
require surgical intervention to reduce the size of the prostate. There is a
need for a simple, effective treatment for BPH, particularly in cases where
existing drug treatments have proven to be ineffective and where more intrusive
procedures such as surgery which may be inadvisable or bring unacceptable risks.

The NicAlert(TM) Test for Tobacco Product Use

We also market NicAlert(TM) and NicoMeter(TM) inexpensive, simple-to-use test
strips that use urine or saliva (NicAlert(TM) only) to determine whether a
person is using tobacco products. Both NicAlert(TM) and NicoMeter(TM) detect
levels of cotinine, a byproduct of the body's breakdown of nicotine and
generally regarded as the best indicator of tobacco exposure for smokers and
nonsmokers.

Smoking and other tobacco product use is a serious public health problem.
Smoking kills. According to the Centers for Disease Control and Prevention,
cigarette smoking is responsible for more than 430,000 deaths per year in the
United States alone. Smoking can cause cancer of the lung, mouth, bladder,
larynx and esophagus among others, heart disease and stroke and chronic lung
disease. Every year, exposure to second-hand smoke (environmental tobacco smoke
or ETS) causes an estimated 3,000 nonsmoking Americans to die of lung cancer and
up to 300,000 American infants and small children to suffer from lower
respiratory tract infections.

NicAlert(TM) and NicoMeter(TM) employ Serex, Inc.'s patented technology.
NicAlert(TM) and NicoMeter(TM) are currently being used in research programs
into tobacco use and exposure and are being marketed in the United States, Japan
and Switzerland as a test to determine whether a person, such as a teenager,

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<PAGE>

student athlete or insurance applicant, is using a tobacco product. In October
2002, NicAlert(TM) received clearance from the FDA.

Property, Plant And Equipment

Nymox and Serex laboratory facilities in Maywood, New Jersey comprise 4,687
square feet of leased space. That lease agreement expires February 28, 2005.
Nymox office and research facilities in St. Laurent, Quebec, Canada comprise
6,923 square feet of leased space. The lease agreement expires on August 31,
2005. Nymox Pharmaceutical Corp. and its two US subsidiaries Nymox Corp. and
Serex, Inc. own a full complement of equipment used in all aspects of their
research and development work and the Nymox reference laboratory. Nymox believes
that its facilities are adequate for its current needs and that additional
space, if required, would be available on commercially reasonable terms.

Governmental Regulation

Our AlzheimAlert(TM) test which we provide as a service through our clinical
reference laboratory in Maywood, New Jersey is subject to extensive government
regulation in the United States. Our clinical reference laboratory and its
performance of the AlzheimAlert(TM) must be certified by the Centers for
Medicare & Medicaid Services (CMS) under the Clinical Laboratory Improvement
Amendments (CLIA), which establishes quality standards for the laboratory tests
being performed to ensure the accuracy, reliability and timeliness of patient
test results. In addition, some individual states such as New York, Florida and
New Jersey have their own requirements for the inspection and certification of
reference laboratories which offer diagnostic services for patients within the
state. Finally, the FDA has its own regulations governing in vitro diagnostic
products, including analyte-specific reagents used in clinical reference
laboratories. Any changes in our current certification status, CMS or state law
requirements or in the FDA regulations could have an impact on our future
ability to offer or market any reference laboratory services and/or on our
ability to obtain reimbursement from the Medicare and Medicaid programs and
providers.

We intend to develop and sell a diagnostic kit version of the AlzheimAlert(TM)
test. We will need to successfully complete clinical and laboratory validation
studies and obtain FDA approval before we can market or sell such a diagnostic
kit version outside of the clinical reference laboratory setting in the United
States. Such approval for this type of commercial development is necessary for
all in vitro diagnostic kits.

The regulatory process leading to such approval can be time-consuming and
expensive and can result in an outright denial or a very limited approval only.
Our product will be subject to subject to premarketing and postmarketing
requirements applicable to such devices, including those governing:

o    clinical testing;

o    design control procedures;

o    prior FDA approval of a 510(k) application, where the FDA has determined
     that our diagnostic device is substantial equivalent to a marketed device,
     or a premarket approval application, where the FDA has been satisfied with
     clinical studies demonstrating the safety and efficacy of our device;

o    postmarketing record and reporting obligations; and

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<PAGE>

o    good manufacturing practices.

The requirements for a premarket approval application are analogous to those for
the approval of a new drug and include four categories of information:
indications for use, device description and manufacturing methods, alternative
practices and procedures for the diagnosis of the disease and clinical and
nonclinical studies. The requirements for a 510(k) application are generally
less onerous but still include indications for use, safety and effectiveness
data as well as manufacturing and quality assurance data and information. There
can be no assurance that the AlzheimAlert(TM) test or any other medical device
that we may develop in the future will obtain the necessary approvals within a
specified time framework, if ever. In addition, the FDA may impose certain
postmarketing requirements that may significantly increase the regulatory costs
associated with our product. The FDA has recourse to a wide range of
administrative sanctions and civil and criminal penalties in order to enforce
the applicable laws, rules and regulations.

Our therapeutic products under development by Nymox would also have to receive
regulatory approval. This is a costly, lengthy and risky process. In the United
States, in order for a product to be marketed, it must go through four distinct
development and evaluation stages:

     Product Evaluation
We must conduct preliminary studies of potential drug candidates using various
screening methods to evaluate them for further testing, development and
marketing.

     Optimization of Product Formulation
The activities in this stage of development involve consultations between us and
investigators and scientific personnel. Preliminary selection of screening
candidates to become product candidates for further development and further
evaluation of drug efficacy is based on a panel of research based biochemical
measurements. Extensive formulation work and in vitro testing are conducted for
each of various selected screening candidates and/or product candidates.

     Clinical Screening and Evaluation
During this phase of development, portions of which may overlap with product
evaluation and optimization of product formulation, initial clinical screening
of product candidates is undertaken and full scale clinical trials commence. The
FDA must approve any clinical testing on healthy subjects (Phase 1) and on
patients (Phase 2 and 3).

     Final Product Development
The activities to be undertaken in final product development include performing
final clinical evaluations, conducting large-scale experiments to confirm the
reproducibility of clinical responses, making clinical lots for any additional
extensive clinical testing that may be required, performing any further safety
studies required by the FDA, carrying out process development work to allow
pilot scale production of the product, completing production demonstration runs
for each potential product, filing new drug applications, product license
applications, investigational device exemptions (and any necessary supplements
or amendments) and undergoing comprehensive regulatory approval programs and
processes.

We cannot assure you that we will successfully complete the development and
commercialization of any therapeutic products.

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In the United States, obtaining the necessary FDA approval for any drug is a
lengthy, expensive and often arduous process. We cannot predict with any
certainty the amount of time the FDA will take to approve one of our drugs or
even whether any such approval will be forthcoming. Similar requirements exist
in many other countries.

In the United States, the FDA approval procedure is a two-step process. We must
file an investigational new drug application for each product with the FDA
before beginning the initial (Phase I) clinical testing of the new drug in
healthy subjects. If the FDA has not commented on or questioned the application
within 30 days of its filing, initial clinical studies may begin. If, however,
the FDA has comments or questions, the questions must be answered to the
satisfaction of the FDA before initial clinical testing can begin. In some
instances, this process could result in substantial delay and expense. Phase I
studies are intended to demonstrate the functional characteristics and safety of
a product.

After Phase I testing, we must conduct extensive clinical trials with patients
in order to establish the efficacy and safety of our drug. Once we complete the
required clinical testing, we expect to have to file a new drug application for
FDA approval in order to market most, if not all, of our new drugs. The
application is complicated and detailed and must include the results of
extensive clinical and other testing, the cost of which is substantial. The FDA
conducts an extensive and often lengthy review of such applications. The agency
is required to review applications within 180 days of their filing, but, during
the review, frequently requests that additional information be submitted. This
starts the 180-day regulatory review period anew when the requested additional
information is submitted and, as a result, can significantly extend the review
period. Until the FDA actually approves the new drug application, there can be
no assurance that the agency will consider the information requested and
submitted to justify approval. The packaging and labeling of products are also
subject to FDA regulation. Accordingly, it is impossible to anticipate when the
FDA will approve a new drug application.

We must also obtain approval for our drugs or diagnostic devices from the
comparable regulatory authority in other countries before we can begin marketing
our product in that country. The approval procedure varies from country to
country and can involve additional testing. The time required may differ from
that required for FDA approval. Although there are some procedures for unified
filings for certain European countries, in general each country has its own
procedures and requirements, many of which are time-consuming and expensive.
Thus, there can be substantial delays in obtaining required approvals from both
the FDA and foreign regulatory authorities after the relevant applications are
filed.

After such approvals are obtained, further delays may be encountered before the
products become commercially available. If, subsequent to approval, new
information becomes available concerning the safety or effectiveness of any
approved product, the regulatory authority may require the labeling for the
affected product to be revised or the product to be withdrawn. Our manufacturing
of any approved drug must conform with the FDA's good manufacturing practice
regulations which govern the production of pharmaceutical products and be
subject to inspections and compliance orders.

Government regulation also affects our ability to receive an appropriate level
of reimbursement for our products. Throughout the developed world, both public
and private health care plans are under considerable financial and political
pressure to contain their costs. The two principal methods of restricting
expenditures on drugs and diagnostic products and services are to deny coverage
or, if coverage is granted, to limit reimbursement. For single-payer government
health care systems, a


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<PAGE>

decision to deny coverage or to severely restrict reimbursement for one of our
products can have an adverse effect on our business and revenues.

In the United States, where, to a significant degree, the patient population for
our products is elderly, Medicare and Medicaid are sources of reimbursement. In
general, any restriction on reimbursement, coverage or eligibility under either
program could adversely affect reimbursement to Nymox for products and services
provided to beneficiaries of the Medicare and/or Medicaid programs. Many elderly
people are covered by a variety of private health care organizations either
operating private health care plans or Medicare or Medicaid programs subject to
government regulation. These organizations are also under considerable financial
constraints and we may not be able to secure coverage or adequate reimbursement
from these organizations. Without coverage, we will have to look to the patients
themselves who may be unwilling or unable to pay for the product; in turn,
doctors may be reluctant to order or prescribe our products in the absence of
coverage of the product for the patient.

In response to rising health care costs, the U.S. Congress implemented sweeping
changes to the U.S. Medicare and Medicaid systems in the Balanced Budget Act of
1997 and is currently considering a number of other proposals that could
significantly impact on the level of funding for Medicare and Medicaid programs.
Under the new Part C: Medicare + Choice programs, beneficiaries can now opt for
a variety of health delivery models, including coordinated care plans, HMOs,
preferred provider organizations and provider sponsored organizations, private
fee-for-service plans and medical savings account plans. In addition, states now
have the option to require Medicaid recipients to enroll with managed health
care plans without first obtaining a waiver, making it substantially easier for
the states to meet their Medicaid obligations through private managed care
organizations. All these health care delivery systems, including the original
Medicare and Medicaid systems, are subject to funding formulas and spending caps
and may compensate for these restrictions by limiting coverage, eligibility
and/or payments. The long-term impact of these legislative changes in terms of
their efficiency, effectiveness and financial viability in delivering health
care services to an aging population is uncertain at present. Any legislative or
regulatory actions to reduce or contain federal spending under either the
Medicare or Medicaid programs could adversely affect our ability to participate
in either program as a provider or supplier of services or products and the
amount of reimbursement under these programs potentially available to us.

Our AlzheimAlert(TM) test, and any of the new diagnostic and therapeutic
products and services that we may develop, will be subject to coverage
determinations by health care providers and payers. Federal and state
regulations and law and internal coverage policies of health care organizations
affect our ability to obtain payments for our products and services. The
Medicare program will not pay for any expenses incurred for items or services
that are not reasonable and necessary for the diagnosis or treatment of illness
or injury or to improve the functioning of a malformed body member.
Historically, CMS interpreted this provision in order to exclude from Medicare
coverage those medical and health care services that are not demonstrated to be
safe and effective by acceptable clinical evidence. CMS recently revised both
its national coverage policies and procedures in general and specifically its
coverage of diagnostic laboratory tests and constituted a Medicare Coverage
Advisory Committee to provide advice on the effectiveness and appropriateness of
medical items and services that are eligible for coverage under Medicare. It is
unknown how these changes will affect our ability to obtain Medicare coverage
for its products and services. However, an adverse national coverage decision
with respect to one of our products or services will make it impossible to
receive reimbursement from Medicare for that product and more difficult to
convince private health care organizations to provide coverage for it. Even if
we receive a favorable coverage decision for one of our products or services,

                                       22
<PAGE>

there is no guarantee that the level of reimbursement for it will be close to
our retail price for it or commensurate with the costs of developing and
marketing it.

Patents And Proprietary Information

We believe that patent and trade secret protection is important to our business,
and that our success will depend, in part, on our ability to obtain strong
patents, to maintain trade secret protection and to operate without infringing
the proprietary rights of others.

The commercial success of products incorporating our technologies may depend, in
part, upon our ability to obtain strong patent protection. We cannot assure you
that additional patents covering new products or improvements will be issued or
that any new or existing patents will be of commercial benefit or be valid and
enforceable if challenged.

We pursue a policy of seeking patent protection for valuable patentable subject
matter of our proprietary technology and require all employees, consultants and
other persons who may have access to its proprietary technology to sign
confidentiality agreements.

Nymox has fourteen U.S. patents issued or allowed and thirteen U.S. patent
applications pending and a corresponding larger number of patents and patent
applications worldwide relating to the inventions and discoveries in those
patents and patent applications. Nymox has issued patents in the main European
markets, including Great Britain, Germany, France, Italy, The Netherlands,
Sweden and Spain among others and in other countries such as Japan, Canada and
Australia. These patents and patent applications cover much of our current
product development and technologies, including new drug candidates, proprietary
screening technologies for finding drugs, promising diagnostic markers, new
diagnostic assay methods, methods of treating meat and other food products; and
anti-infective agents. The earliest expiry date for its patents is in March,
2007; the next is in February, 2009 and the rest range from 2010 through 2017.

Nymox's subsidiary, Serex, has nine patents issued or allowed and five patent
applications pending in the United States and a corresponding larger number of
patents and patent applications worldwide. These patents and patent applications
cover such areas as Serex's proprietary diagnostic technologies and
methodologies. The expiry dates for its patents range from 2012 to 2017.

Nymox also has exclusive rights to five issued or allowed U.S. patents and five
pending U.S. patent applications as well as a corresponding larger number of
patents and patent applications worldwide through research and license
agreements. The earliest of these patents expires in 2014.

Many companies have patents covering various drugs, methods and discoveries in
the fields of diagnostics and therapeutics for Alzheimer's disease and related
conditions and of new anti-infective agents. We believe that the patents issued
to date will not preclude Nymox from developing and marketing our products;
however, it is impossible to predict the extent to which licenses from third
parties will be necessary. If Nymox were to need licenses from third parties
there can be no assurance that we could obtain such licenses on commercially
reasonable terms, if at all.

In the fields of diagnostic methods and diagnostic tests for common human
diseases and conditions, where Serex has many of its patents, there are many
patents issued covering many areas of diagnostic methods, tests and
technologies. We believe that these patents issued to date to other companies
will


                                       23
<PAGE>

not preclude Serex from developing and marketing its products but you should be
aware that it is often difficult to determine the nature, breadth and validity
of competing patent claims in these fields, that there has been significant
litigation in some of these areas (not involving Serex) and that, if and when
Serex's products become more commercially successful, Serex's products or
patents may become the subject matter of litigation. If Serex were to need
licenses from third parties there can be no assurance that it could obtain such
license on commercially reasonable terms, if at all.

Neither Nymox nor Serex are currently involved in litigation over patent and
other intellectual property rights but significant litigation over these matters
in the pharmaceutical and biotechnology industry is not uncommon. The validity
and extent of patent rights can be very difficult to determine and involve
complex legal, factual and scientific questions. Important legal issues about
patent protection in the field of biotechnology have not been resolved. Patent
litigation is costly and time-consuming and can consume substantial resources.
An adverse decision can preclude the marketing of a product, expose us to
significant liabilities or require us to obtain third party licenses, which may
not be available at commercially reasonable prices.

We also rely upon trade secrets, know-how, and continuing technological
advancement to develop and maintain our competitive position. We control the
disclosure and use of our know-how and confidential information through
agreements with the parties involved. In addition, we have confidentiality
agreements with our key employees, consultants, officers and directors. There
can be no assurance, however, that all confidentiality agreements will be
honored, that others will not independently develop equivalent technology, that
disputes will not arise as to the ownership of intellectual property, or that
disclosure of our trade secrets will not occur. Furthermore, there can be no
assurance that others have not obtained or will not obtain patent protection
that will exclude us from using our trade secrets and confidential information.
To the extent that consultants or research collaborators use intellectual
property owned by others in their work with us, disputes may also arise as to
the rights to related or resulting know-how or inventions.

Competition

Rapidly evolving technology and intense competition are the hallmarks of modern
pharmaceutical and biotechnology industries. Our competitors include:

o    major pharmaceutical, diagnostic, chemical and biotechnology companies,
     many of which have financial, technical and marketing resources
     significantly greater than ours;

o    biotechnology companies, either alone or in collaborations with large,
     established pharmaceutical companies to support research, development and
     commercialization of products that may be competitive with ours; and

o    academic institutions, government agencies and other public and private
     research organizations which are conducting research into Alzheimer's
     disease and which increasingly are patenting, licensing and commercializing
     their products either on their own or through joint ventures.

                                       24
<PAGE>

In the field of Alzheimer's disease diagnosis, our AlzheimAlert(TM) test faces
growing competition which could detrimentally impact on our ability to
successfully market and sell our diagnostic test. Our competitors include:

o    Athena Diagnostics, Inc. which is currently marketing three tests claimed
     to aid in the diagnosis of Alzheimer's disease: a genetic test for the rare
     cases of familial, early-onset Alzheimer's disease; a genetic test for a
     relatively common mutation of a gene said to increase the likelihood of a
     person with at least one of the genes contracting the disease; and a test
     for two proteins in the spinal fluid of patients.

o    Mitokor, Inc. which developed a blood test known as Mito-Load that looks
     for certain mutations in mitochondrial DNA said to be associated with
     Alzheimer's disease. Mitokor recently entered into a non-exclusive
     licensing agreement in Japan for the marketing and sale of its product
     there.

o    Synapse Technologies, Inc. which developed a blood test known as p97
     Diagnostic that detects a protein said to be diagnostic of Alzheimer's
     disease. Synapse Technologies also licensed its technology for use in
     Japan.

o    NeuroLogic, Inc., which announced in September, 1999 that it acquired an
     exclusive world-wide license to a cellular test for Alzheimer's disease.

There are also a number of other proposed biochemical signs of the disease that
could potentially be developed into a commercial diagnostic test as well as
various scanning and imaging technologies which might compete some day for a
portion of the diagnostic market for Alzheimer's disease.

We also face intense competition for the development of an effective treatment
for Alzheimer's disease. The market conditions for an Alzheimer's disease drug
strongly favor the entry of other corporations into the area. The current market
for therapeutic drugs for Alzheimer's disease is an estimated $2 billion. This
market is expected to grow rapidly as new drugs enter the market and as the baby
boom generation becomes more at risk for developing Alzheimer's disease. As a
result, most of the major pharmaceutical companies and many biotechnology
companies have ongoing research and development programs for drugs and
treatments for Alzheimer's disease. Many of these companies have much greater
scientific, financial and marketing resources than we have and may succeed in
developing and introducing effective treatments for Alzheimer's disease before
we can. At present, three drugs for Alzheimer's disease are being widely
marketed in the United States, Aricept(R) by Pfizer, Exelon(R) by Novartis and
Reminyl(R) by Janssen. These three drugs only treat some of the symptoms of
Alzheimer's disease by enhancing memory and other mental functions and not the
underlying causes of the illness.

A similar competitive reality prevails in the field of novel anti-infectives.
Over the past ten years, there has been an increasing awareness of the medical
need and of emerging market opportunities for new treatments for antibiotic
resistant bacterial infections. Many of the major pharmaceutical companies are
developing anti-infective drugs that either modify their existing drugs or
involve new anti-bacterial properties. Many biotechnology companies are
developing new classes of anti-bacterial drugs. At least three major
pharmaceutical companies have vaccines against bacterial infections in
development. To the extent that these companies are able to develop drugs or
vaccines that offer treatment for some or all of the indications for our
anti-infectives, the market for our products may be adversely affected.

                                       25
<PAGE>

Our treatments under development for enlarged prostate (benign prostatic
hyperplasia or BPH) face significant competition from existing products. There
are five drugs approved for treatment of BPH: finasteride (Proscar(R)),
terazozin (Hytrin(R)), doxazozin (Cardura(R)), tamsulosin (Flomax(R)) and
prazosin (Minipres(R)). There are a number of thermal treatments on the market
designed to shrink the enlarged prostate by heating its tissue with a device
inserted through the urethra (the tube leading from the bladder through the
penis through which men urinate) or through the abdomen. The devices on the
market use microwave energy (Prostatron(R), Targis Therapy(R) or TherMatrx(R)),
low level radiowaves (TUNA System(R)), lasers (Indigo LaserOptic Treatment
System(R)), direct heat or hot water to heat or burn away prostate tissue. A
variety of surgical procedures exist to surgically reduce or remove the prostate
or to widen the urethra. These include procedures to cut away prostate tissue
such as TURP (transurethral resection of the prostate) and using a resectoscope
with an electrical loop inserted through the penis to cut the prostate tissue. A
small device used to widen the constricted urethra called a prostatic stent can
also be inserted.

The problem of E. coli O157:H7 contamination of hamburger meat and other food
products is also well-known and a number of companies and researchers have been
pursuing various potential solutions, including irradiation with x-rays, better
detection of contamination, electronic pasteurization, vaccination and
competitive exclusion of the pathogenic E. coli bacteria by harmless bacteria.
The development of alternative solutions to the problem of E. coli infection may
adversely affect the market for our treatment for E. coli O157:H7 infection in
cattle and contamination of food products.

Marketing

We currently market our AlzheimAlert(TM) test as a clinical reference laboratory
service primarily in the United States. We are also marketing NicAlert(TM) and
NicoMeter(TM) tests, which can determine a person's exposure to tobacco
products, in the United States through our own marketing arm and distributors,
in Japan with Mizuho Medy Co. Ltd. of Japan and in Switzerland with Health4u AG.
We have not started to commercially market or distribute any of our other
products under development and most of them will require regulatory approval in
each country before being marketed there.

At present, we have a network of over 60 independent medical representatives and
do most of our marketing ourselves. To increase our marketing, distribution and
sales capabilities both in the United States and around the world, we will need
to enter into licensing arrangements, contract sales agreements and co-marketing
deals. We cannot assure you that we will be able to enter into agreements with
other companies on terms acceptable to us, that any licensing arrangement will
generate any revenue for the company or that the costs of engaging and retaining
the services of a contract sales organization will not exceed the revenues
generated.

If successfully developed and approved, we plan to market and sell our
therapeutic and diagnostic products directly or through co-promotion
arrangements or other licensing arrangements with third parties. In cases where
we have sole or shared marketing rights, we plan to build a small, focused sales
force if and when such products approach marketing approval in some markets,
including Europe. Implementation of this strategy will depend on many factors,
including the market potential of any products we develop as well as on our
financial resources. To the extent we will enter into co-promotion or other
licensing arrangements, any revenues received by us will be dependent on the
efforts of third parties.

                                       26
<PAGE>

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

General

We are a development stage biopharmaceutical company that specializes in the
research and development of therapeutics and diagnostics for the aging
population with an emphasis on Alzheimer's disease.

We have begun to market the AlzheimAlert(TM) test, which we provide in our
clinical reference laboratory, that is an aid to the diagnosis of Alzheimer's
disease. AlzheimAlert(TM) is an improved version of our AD7C(TM) test, from
which we began generating revenue from sales in 1997.

We also market NicAlert(TM) and NicoMeter(TM), our two products, which determine
a person's level of exposure to tobacco products.

We have under development therapeutic agents for the treatment of Alzheimer's
disease, for the treatment of enlarged prostate (BPH) and of certain
antibiotic-resistant infections as well as antibacterial agents for E. coli
contamination of food and drink products.

We also have the rights to a U.S. patent for the use of statin drugs for the
treatment or prevention of Alzheimer's Disease.

We have incurred operating losses throughout our history. Management believes
that such operating losses will continue for the next few years. The costs
relating to clinical trials for our potential therapeutic products will increase
expenditures and delay profitability, despite anticipated increases in sales
revenue in the coming years.

All figures are presented in U.S. dollars, unless otherwise stated.

Liquidity And Capital Resources

We fund our operations and projects primarily by selling shares of Nymox's
common stock. However, since 1997, a small portion of our funding came from
sales. This source of funding became more significant in late 1998, following
the launch of our urinary version of the AD7C(TM) test. Since its incorporation
in May, 1995, Nymox raised the capital necessary to fund its on-going research
and development work and its marketing and sales operations primarily through
private placements of its shares.

On December 1, 1997, our common shares began trading on the Nasdaq Stock Market.
Nymox's common shares also traded on the Montreal Exchange from December 18,
1995 to November 19,1999.

Private placements completed by Nymox since December, 1995 are as follows:

o    December 1995, 1,578,635 common shares at a price of CAN$2.00 (US$1.38) per
     share for total proceeds of CAN$3,157,270 (US$2,187,536);
o    April 1996, 877,300 common shares at a price of CAN$6.00 (US$4.15) per
     share for total proceeds of CAN$5,263,800 (US$3,647,059);

                                       27
<PAGE>

o    May 1997, 696,491 common shares at a price of CAN$6.50 (US$4.50) and
     warrants exercisable at a price of CAN$8.50 (US$5.88) per share for total
     proceeds of CAN$4,527,191 (US$3,136,694). In 1998, all 696,491 of these
     warrants were exercised for additional proceeds to Nymox of CAN$5,920,174
     (US$4,101,832);
o    May 1998, 231,630 common shares at a price of CAN$8.50 (US$5.88) for total
     proceeds of CAN$1,968,855 (US$1,364,134). A total of 110,000 warrants were
     issued as well, exercisable at a price of CAN$8.50 (US$5.88) per share
     (50,000) and CAN$10.00 (US$6.93) per share (60,000). These warrants have
     since expired;
o    December 1998, 135,000 common shares and January 1999, 55,000 common shares
     at CAN$8.50 (US$5.88) per share, for total proceeds of CAN$1,615,000
     (US$1,118,963). A total of 95,000 warrants were issued as well, exercisable
     at the price of CAN$10.00 (US$6.93) per share. These warrants have since
     expired;
o    September 1999, 122,000 common shares at CAN$5.00 (US$3.46) per share, for
     total proceeds of CAN$610,000 (US$422,642).
o    March 2000, 821,637 common shares at an average price of $4.87 per share,
     for total proceeds of $4,000,000. A total of 93,334 warrants were issued as
     well, exercisable at a price of $9.375 per share (66,667) and $7.8125 per
     share (26,667). These warrants expire on March 6, 2004.
o    March, 2001, 200,000 common shares at $2.06 per share, for total proceeds
     of $412,000. A total of 100,000 warrants were issued as well, exercisable
     at a price of $2.06. These warrants were exercised on February 17, 2003.
o    August 3, 2001, 80,000 common shares at $2.50 per share for total proceeds
     of $200,000.
o    August 22, 2001, 140,000 common shares at $3.75 per share for total
     proceeds of $525,000.
o    October 3, 2001, 110,000 common shares at $3.75 per share for total
     proceeds of $412,500.
o    November 14, 2001, 64,100 common shares at $3.90 per share for total
     proceeds of $250,000.
o    January 24, 2002, 74,074 common shares at $4.05 per share for total
     proceeds of $300,000.
o    March 18, 2002, 195,000 common shares at $4.20 per share for total proceeds
     of $819,000.
o    June 18, 2002, 90,000 common shares at $4.00 per share for total proceeds
     of $360,000.
o    July 17, 2002, 86,000 common shares at $4.68 per share for total proceeds
     of $403,000.
o    September 9, 2002, 91,000 common shares at $4.40 per share for total
     proceeds of $400,400.
o    November 27, 2002, 53,500 common shares at $3.75 per share for total
     proceeds of $200,625.
o    December 17, 2002, 125,000 common shares at $4.10 per share for total
     proceeds of $512,500.
o    February 17, 2003, 100,000 warrants were exercised at a price of $2.06 per
     share for total proceeds of $206,000.

From March 2000 to January 2003, we received a total of $1,327,273 for the
following sales of our shares pursuant to a common stock purchase agreement with
an investment company.

o    August 16, 2000, 152,616 common shares at a volume weighted average price
     of $3.2924 per share;
o    October 12, 2000, 137,889 common shares at a volume weighted average price
     of $3.6261 per share;
o    February 7, 2001, 161,696 common shares at a volume weighted average price
     of $2.0240 per share;
o    May 31, 2001, 56,108 common shares at a volume weighted average price of
     $1.9466 per share.

                                       28
<PAGE>

This common stock purchase agreement expired in January 2003. As part of the
agreement we issued to the investment company a stock purchase warrant, which
expires November 30, 2004, permitting it to purchase up to 200,000 shares of our
common stock at an exercise price of $4.53 per share.

On January 27, 2003 we entered into a Common Stock Private Purchase Agreement
with an investment company, Lorros-Greyse Investments, Ltd., for the future
issuance and purchase of Nymox's common shares. We expect this stock purchase
agreement to provide sufficient financing to enable us to advance our research
and product development for the next two years.

In general, the agreement provides Nymox with a commitment from the investment
company to purchase up to $5 million of Nymox's common shares over the
twenty-four month period beginning in January 2003. At any time during that
period, we may give notice to the investment company requiring it to purchase a
specified dollar amount of our shares. The amount specified in any one notice
may be up to $500,000 but not less than $150,000. The maximum amount can be
higher if both parties agree. The number of shares Nymox will issue to the
investment company in return for that money will be equal to the amount
specified in the notice divided by 97% of the average market price of our common
shares for the five trading days preceding the giving of the notice.

Since January 27, 2003, we have received a total of $1,400,000 for the following
shares under this common stock private purchase agreement:

o    January 30, 2003, 107,382 common shares at a price of $3.725 per share.
o    March 3, 2003, 245,098 common shares at a price of $4.08 per share.

On April 30, 2003, Nymox had $3.6 million of financing available under the
facility.

Also, the Company has received total proceeds of $669,144 from the exercise of
256,900 options since 1995 as follows:

o    $355,536 for 158,900 shares at a per share price of $2.25.
o    $258,858 for 83,000 shares at a per share price of $3.12.
o    $16,000 for 5,000 shares at a per share price of $3.20.
o    $38,750 for 10,000 shares at a per share price of $3.875.

Pursuant to the share purchase agreement entered into to acquire a controlling
interest of Serex, Inc., a total of 257,607 additional shares and 158,526
warrants were issued in exchange for the shares of Serex (see Note 4 "Business
Acquisition" in the financial statements).

In total, Nymox has raised over $28 million, since its incorporation in May
1995.

We have no financial obligations of significance other than long-term lease
commitments for our premises in the United States and Canada of $14,583 per
month in 2003 and ongoing research funding payments to a U.S. medical facility
totaling $249,000 for 2003. Total commitments beyond 2002 are summarized in note
8 to the consolidated financial statements.

                                       29
<PAGE>

Results Of Operations

YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001

Overview

Since inception, the Company has focused its activities on developing certain
pharmaceutical technologies and obtaining outside funding to support the
continued development of its technologies. The Company has incurred losses since
inception of operations. Future profitability will depend on the Company's
ability to generate revenues from the sale of products and the licensing of
technology sufficient to offset the expenditures required to further the
Company's research and development program and ongoing operations. See Item 4 of
this report for a description of the projects in the Company pipeline.

Effective January 1, 2000, the Company adopted the US dollar as its measurement
currency. All amounts presented are in US dollars.

In 2000, the Company acquired a majority interest in Serex, Inc. for a
consideration comprising common shares, warrants and options.

Critical Accounting Policies

In December 2001, the Securities and Exchange Commission ("SEC") released
"Cautionary Advice Regarding Disclosure About Critical Accounting Policies".
According to the SEC release, accounting policies are among the "most critical"
if they are, in management's view, most important to the portrayal of the
company's financial condition and most demanding on their calls for judgement.

Our accounting policies are described in the notes to our consolidated financial
statements. We consider the following policies to be the most critical in
understanding the judgements that are involved in preparing our financial
statements and the matters that could impact our results of operations,
financial condition and cash flows.

Revenue Recognition

The Corporation applies guidance from SAB 101 (Staff Accounting Bulletin 101)
issued by the Securities and Exchange Commission in the recognition of revenue.
The Company derives its revenue from product sales, research contracts, license
fees and interest. Revenue from product sales is recognized when the product or
service has been delivered or obligations as defined in the agreement are
performed. Revenue from research contracts is recognized at the time research
activities are performed under the agreement. Revenue from license fees,
royalties and milestone payments is recognized upon the fulfillment of all
obligations under the terms of the related agreement. These agreements may
include upfront payments to be received by the Corporation. Upfront payments are
recognized as revenue on a systematic basis over the period that the related
services or obligations as defined in the agreement are performed. Interest is
recognized on an accrual basis. Deferred revenue presented in the balance sheet
represents amounts billed to and received from customers in advance of revenue
recognition.

                                       30
<PAGE>

The Company currently markets AlzheimAlert(TM) as a service provided by our CLIA
certified reference laboratory in New Jersey. Physicians send urine samples
taken from their patients to our laboratory where the AlzheimAlert(TM) test is
performed. The results are then reported back to the physicians. We recognize
the revenues when the test has been performed. The Company sometimes enters into
bulk sales of its diagnostic products to customers under which it has a
continuing obligation to perform related testing services at its laboratory.
Although the Company receives non-refundable upfront payments under these
agreements, revenue is recognized in the period that the Company fulfils its
obligation or over the term of the arrangement. For research contracts and
licensing revenues, the Company usually enters into an agreement specifying the
terms and obligations of the parties. Revenues from these sources are only
recognized when there are no longer any obligations to be performed by the
Company under the terms of the agreement.

Valuation of Capital Assets

The Company reviews the unamortized balance of property and equipment,
intellectual property rights and patents on an annual basis and recognizes any
impairment in carrying value when it is identified. Factors we consider
important, which could trigger an impairment review include:

o    Significant changes in the manner of our use of the acquired assets or the
     strategy for our overall business; and
o    Significant negative industry or economic trends.

No impairment losses were recognized for the periods ended December 31, 2002,
2001 and 2000.

Valuation of Future Income Tax Assets

Management judgement is required in determining the valuation allowance recorded
against net future tax assets. We have recorded a valuation allowance of $7.8
million as of December 31, 2002, due to uncertainties related to our ability to
utilize some of our future tax assets, primarily consisting of net operating
losses carried forward and other unclaimed deductions, before they expire. In
assessing the realizability of future tax assets, management considers whether
it is more likely than not that some portion or all of the future tax assets
will not be realized. The ultimate realization of future tax assets is dependent
upon the generation of future taxable income and tax planning strategies. The
generation of future taxable income is dependent on the successful
commercialization of our products and technologies.


Results of Operations

Revenues
Revenues from sales amounted to $356,162 for the year ended December 31, 2002,
compared with $235,288 for the year ended December 31, 2001. The increase is
attributable principally to higher sales volumes for NicAlert(TM) (increase of
94%). Interest revenue was $5,586 in 2002 compared to $17,918 in 2001, due to
lower average cash balances. In 2002, one customer accounted for 33% of revenues
and three customers accounted for 65% of total revenues.

                                       31
<PAGE>

Research and Development
Research and development expenditures were $1,706,086 for the year ended
December 31, 2002, compared with $1,499,654 for the year ended December 31,
2001. The increase is attributable to higher spending in the development of the
therapeutic products in the Company's pipeline. In 2002, research tax credits
amounted to $16,656 compared to $20,052 in 2001.

Marketing Expenses
Marketing expenditures were $235,925 for the year ended December 31, 2002, in
comparison to expenditures of $343,244 for the year ended December 31, 2001. The
decrease is attributable to reduced costs relating to marketing agreements.

Administrative Expenses
General and administrative expenses amounted to $1,230,439 for the year ended
December 31, 2002, compared with $1,087,326 in the year ended December 31, 2001,
due primarily to increased Directors & Officers insurance premiums (increase of
240%).

Foreign Exchange
The Company incurs expenses in the local currency of the countries in which it
operates, which include the United States and Canada. Approximately 75% of 2002
expenses (75% in 2001) were in U.S. dollars. Foreign exchange fluctuations had
no meaningful impact on the Company's results in 2002 or 2001.

Inflation
The Company does not believe that inflation has had a significant impact on its
results of operations.

Long-Term Commitments
Nymox has no financial obligations of significance other than long-term lease
commitments for its premises in the United States and Canada of $14,583 per
month and ongoing research funding payments to a U.S. medical facility totaling
approximately $479,000 over the next two years. The timing of our contractual
commitments are as follows:
                                 2003        2004        2005       Total
                               --------    --------    -------    --------
Operating Leases               $175,000    $175,000    $69,000    $419,000
Research Licensing             $249,000    $230,000               $479,000

Results of Operations
Net losses for the period ended December 31, 2002 were $3,422,019, or $0.15 per
share, compared to $3,049,504, or $0.14 per share, for the same period in 2001.
The weighted average number of common shares outstanding for the year ending
December 31, 2002 were 22,651,639 compared to 21,873,966 for the same period in
2001.

Financial Position

Liquidity and Capital Resources

As of December 31, 2002, cash totaled $660,629 and receivables totaled $101,364.
In January 2003, the Corporation signed a common stock private purchase
agreement whereby the investor is committed to purchase up to $5 million of the
Corporation's common shares over a twenty-four month period commencing January
2003. As at March 31, 2003, two drawings had been made under this purchase

                                       32
<PAGE>

agreement, for total proceeds of $1,400,000. Specifically, on January 30, 2003,
107,382 common shares were issued at a price of $3.725 per share and on March 3,
2003, 245,098 common shares were issued at a price of $4.08 per share. The
Company intends to access financing under this agreement when appropriate to
fund its research and development.

During 2002, the Company completed seven private placements and issued 714,574
common shares for total proceeds of $2,995,525. On January 24, 74,074 shares
were issued at a price of $4.05 in a private placement for total proceeds of
$300,000. On March 18, 195,000 shares were issued at a price of $4.20 in a
private placement for total proceeds of $819,000. On June 18, 90,000 shares were
issued at a price of $4.00 in a private placement for total proceeds of
$360,000. On July 17, 86,000 shares were issued at a price of $4.68 in a private
placement for total proceeds of $403,000. On September 9, 91,000 shares were
issued at a price of $4.40 in a private placement for total proceeds of
$400,400. On November 27, 53,500 shares were issued at a price of $3.75 in a
private placement for total proceeds of $200,625. On December 17, 125,000 shares
were issued at a price of $4.10 in a private placement for total proceeds of
$512,500.

The Company used cash of $2,406,600 in operations in 2002 compared to $2,595,201
in 2001. The Company invested $605,538 in additional capital assets in the year
ended December 31, 2002, consisting mostly of patent costs, compared to $340,662
in the same period in 2001. The Company believes that funds from operations as
well as from existing equity facilities will be sufficient to meet the Company's
cash requirements for the next twelve months.

YEAR ENDED DECEMBER 31, 2001 COMPARED TO YEAR ENDED DECEMBER 31, 2000

Revenue

Revenue from sales amounted to $235,288 for the year ended December 31, 2001,
compared with $157,688 for the year ended December 31, 2000. The increase is
attributable to higher sales volumes for both AlzheimAlert(TM) ($113,132) and
NicAlert(TM) ($122,156) in 2001 compared to 2000 (AlzheimAlert(TM) increased 93%
and NicAlert(TM) increased 23%). The Company also earned revenue from research
and licensing contracts ($127,403). Research contract revenue ($30,000) was
funded by the Foundation for Nutritional Advancement. A director and officer of
the Foundation is also a director of the Company. License fees ($97,403) include
the sale of certain rights to a third party in 2001 for which the Company has no
continuing obligations. Interest revenue was $17,918 in 2001 compared to $68,179
in 2000, due to lower average cash balances. In 2001, one customer accounted for
approximately 26% of revenue and, in total, 5 customers accounted for 54% of
revenue in 2001. In 2000 and 1999, no single customer accounted for more than
10% of revenue.

Expenses

Research and development expenditures were $1,499,654 for the year ended
December 31, 2001, compared with $2,084,232 for the year ended December 31,
2000. Management reduced its salary expenses in R&D by reducing staff, while
advancing its development of the products in the Company's pipeline. In 2001,
research tax credits amounted to $20,052 compared to $10,457 in 2000.

Marketing expenditures remained relatively constant at $343,244 for the year
ended December 31, 2001, in comparison to the expenditures of $363,142 for the
year ended December 31, 2000.

                                       33
<PAGE>

General and administrative expenses amounted to $1,087,326 for the year ended
December 31, 2001, compared with $1,335,500 in the year ended December 31, 2000.
The decrease is principally due to reductions in professional fees.

Results of Operations

Net losses for the period ended December 31, 2001 were $3,049,504, or $0.14 per
share, compared to $4,023,979, or $0.19 per share, for the same period in 2000.
The weighted, fully diluted, average number of common shares outstanding for the
period ending December 31, 2001 were 21,995,694 compared to 21,130,286 for the
same period in 2000.

The Company invested $340,662 in additional capital assets in the year ended
December 31, 2001, consisting mostly of patent costs, compared to $381,568 in
the same period in 2000.

YEAR ENDED DECEMBER 31, 2000 COMPARED TO YEAR ENDED DECEMBER 31, 1999

Revenue

Revenue from sales amounted to $157,688 for the year ended December 31, 2000,
compared with $153,252 for the year ended December 31, 1999. Sales for fiscal
2000 include the revenue from sales of the NicAlert(TM) test of $99,148 and for
the diagnostic test AlzheimAlert(TM) and its predecessor AD7C(TM) of $58,540.
The price for AlzheimAlert(TM) was reduced in 2000, resulting in a drop in
revenue but not in sales volume for this product. Interest revenue was $68,179
in 2000, compared to $36,951 in 1999, derived from interest earned on the
Company's cash balances. The AlzheimAlert(TM) test is an improved version of
this diagnostic product and we anticipate an increase in sales volume and
revenue for this product in the coming years.

Expenses

Research and development expenditures were $2,084,232 for the year ended
December 31, 2000, compared with $1,137,122 for the year ended December 31,
1999, reflecting a net increase in expenditures in the development of the
products in the Company's existing pipeline of $860,380, as well as development
of the potential products acquired with the acquisition of Serex Inc. of
$86,730. In 2000, research tax credits amounted to $10,457 compared to $4,181 in
1999.

Management reduced its marketing activities resulting in a decrease in
expenditures to $363,142 for the year ended December 31, 2000 compared to
$942,205 for the year ended December 31, 1999.

General and administrative expenses amounted to $1,335,500 for the year ended
December 31, 2000, compared with $1,229,894 in the year ended December 31, 1999.
The increase was principally due to the acquisition of Serex Inc. in 2000.

Results of Operations

Net losses for the period ended December 31, 2000 were $4,023,979, or $0.19 per
share, compared to $3,314,296, or $0.17 per share, for the same period in 1999.
The weighted average number of common shares outstanding for the period ending
December 31, 2000 were 20,890,735 compared to 19,886,430 for the same period in
1999.

                                       34
<PAGE>

The Company invested $381,568 in additional capital assets in the year ended
December 31, 2000, consisting mostly of patent costs, compared to $164,783 in
the same period in 1999.


ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

Directors and Senior Management

Dr. Paul Averback, M.D., D.A.B.P., 52, President and Director since September
1995 and Chairman since June of 2001, is the founder of Nymox and the inventor
of much of its initial technology. Prior to founding Nymox, Dr. Averback served
as President of Nymox's predecessor, DMS Pharmaceuticals Inc. He received his
M.D. in 1975 and taught pathology at universities, including Cambridge
University, England (1977-1980), during which time he initiated his research on
Alzheimer's disease. He has practiced medicine in numerous Canadian institutions
as well as in private practice. Dr. Averback has published extensively in the
scientific and medical literature.

Dr. Hans Black, MD, 49, Director since May 13, 1999, has a doctorate in medicine
from McGill University, and has been Chairman and Chief Investment Officer of
Interinvest Consulting Corporation, a Montreal-based global money management
firm with offices in Toronto and Boston and affiliates in Bermuda and Zurich,
for over twenty five years. Dr. Black appears regularly on the PBS network show,
Nightly Business Report, and has been a guest lecturer at Harvard, Temple and
McGill Universities. Dr. Black is a member of the boards of Fonds de Recherche
de l'Institut de Cardiologie de Montreal and L'Opera de Montreal, a member of
the Advisory Council of The Paul H. Nitze School of Advanced International
Studies of Johns Hopkins University, and is a member of the board of the
NASDAQ-listed Nymox Corporation. In addition, Dr. Black serves as chairman of
the board of the Quebec-based food company, Les Aliments SoYummi Inc.

Jack Gemmell, 51, has been a Director since June, 2001 and is Nymox's General
Counsel and Chief Information Officer. He graduated from the Faculty of Law at
the University of Toronto in 1977 and was called to the bar in 1979. He
practiced in private practice primarily in the area of litigation for over 19
years with before joining Nymox in July, 1998.

Michael R. Sonnenreich, 65, Director since April 18, 2000, is a graduate of
Harvard University Law School, and has been Senior Partner of Michael
Sonenreich, since 1973, Chairman and CEO of Kikaku America International for the
past fifteen years, and President and CEO of Glocal Communications Corp. Ltd. of
London for the past five years. He is also Vice Chairman of PharMa International
Corporation of Tokyo, Director of Asset Advisory Services of Zurich, Member of
the Board of Advisors of John Hopkins University School of Advanced
International Studies and Member of the Board of Overseers of Tufts University
Medical School. Mr. Sonnenreich has in the past been a Board Member or a Trustee
of numerous important companies and universities, and has long-term involvements
with many non-profit institutions, and served as President of the National
Coordinating Council on Drug Education.

Professor Walter P. von Wartburg, 64, Director since April 18, 2000, is a
partner in the private law practice of Law & Life Sciences in Basel,
Switzerland, specializing in biotech and drug regulatory affairs. Prior to
joining Law & Life Sciences, Professor von Wartburg spent 32 years in the
pharmaceutical industry. Most recently, from 1996 to 1999, he was Chief
Information Officer of Novartis and from 1990-1996, he was Chief of Staff of
Ciba-Geigy (which merged with Sandor in 1996 to form Novartis). From 1980 to
1990, he was a member of the Executive Committee of


                                       35
<PAGE>

Ciba-Geigy. He is a law graduate of the Universities of Basel, Paris, Princeton,
Stanford and Harvard Law School; Member of the Basel Bar Association and
Professor on public health policy at the Saint Gall Graduate School of
Economics, Business and Public Administration. He is author of various books and
articles on drug abuse, pharmaceutical legislation, biotechnology, issues
management, communications and business administration. He is also the
Founder-President of the Swiss Foundation for the Mentally Handicapped "PRO
MENTE SANA;" Member of the National Advisory Board of the Bioethics Institute of
the Johns Hopkins University and past Chairman of the Board of the University
Hospital of Basel.

Michael Munzar, M.D., 49, Medical Director since June 1, 1996, received an M.D.
from the Faculty of Medicine, McGill University, in 1979. He practiced medicine
for over 15 years in a variety of institutional and private practice settings.
He has a diverse medical background that includes most aspects of medical care,
including geriatrics and psychiatry. He also has extensive business experience
with the establishment, operation and management of medical facilities.

Mr. Roy M. Wolvin, 48, Secretary-Treasurer and Chief Financial Officer since
September 1995. Prior to September 1995, Mr. Wolvin was Account Manager, private
business, for a Canadian chartered bank. Mr. Wolvin holds a degree in Economics
from the University of Western Ontario.

Compensation

The table below provides compensation information for the fiscal year ended
December 31, 2002 for each executive officer of Nymox and for the directors and
executive officers as a group.

Summary Compensation Table
                              Fiscal Year ending          Fiscal Year ending
                                 Dec. 31, 2002               Dec. 31, 2001
                          --------------------------  --------------------------
NAME AND                                 OTHER CASH                  OTHER CASH
PRINCIPAL POSITION           SALARY     COMPENSATION    SALARY      COMPENSATION
------------------------  ------------  ------------  ------------  ------------
Dr. Paul Averback         CAN$ 50,000        --       CAN$ 50,000        --
President and C.E.O.      (US$ 31,839)                (US$ 31,839)

Mr. Roy Wolvin            CAN$ 72,000        --       CAN$ 72,000        --
Secretary-Treasurer       (US$ 45,848)                (US$ 45,848)

Mr. Jack Gemmell          CAN$ 96,000        --       CAN$ 96,000        --
General Counsel           (US$ 61,130)                (US$ 61,130)

Dr. Michael Munzar        CAN$159,725        --       CAN$138,000        --
Medical Director          (US$101,710)                 (US$87,876)

All directors and senior  CAN$377,725        --       CAN$356,000        --
management as a group     (US$240,527)                (US$226,693)

Nymox does not have written ent contracts with any of the senior management
named above. Directors of Nymox, with the exception of the President and our
General Counsel, are paid a fee of $1,000 for each board meeting attendance and
are reimbursed for expenses incurred in connection with their office.

                                       36
<PAGE>

The Company does not have any pension plans or other type of plans providing
retirement or similar benefits for senior management.

Board Practices

Directors are elected at each annual meeting for a term of office until the next
annual meeting. Executive officers are appointed by the board of directors and
serve at the pleasure of the board. Other than Dr. Averback, no other officer or
director previously was affiliated with DMS Pharmaceuticals Inc.

There are no family relationships between any director or executive officer and
any other director or executive officer.

Nymox does not have written contracts with any of the directors named above. The
Company does not have any pension plans or other type of plans providing
retirement or similar benefits for directors, nor any benefits upon termination
of service as a director.

Nymox's Audit Committee consists of three directors appointed by the Board who
are independent of management and who are generally knowledgeable in financial
and auditing matters. The Chairman of the Audit Committee is Hans Black, M.D.;
the other members are Michael Sonnenreich and Walter von Wartburg.

The primary role of the Audit Committee is to provide independent oversight of
the quality and integrity of the accounting, auditing, and reporting practices
of the Company with a particular focus on financial statements and financial
reporting to shareholders.

Subject to shareholder approval, the Committee is responsible for the
appointment, compensation, and oversight of the public accounting firm engaged
to prepare or issue an audit report on the financial statements of the Company.
It oversees all relationships between the Company and the auditor, including
reviewing on an ongoing basis any non-audit services and special engagements
that may impact the objectivity or independence of the auditors. The auditors
report directly to the Audit Committee. The Audit Committee reviews the scope
and results of the audit with the independent auditors.

The Audit Committee meets at least four times a year to review with management
and the independent auditors the company's interim and year-end financial
condition and results of operations. Its review includes an assessment of the
adequacy of the internal accounting, bookkeeping and control procedures of the
company.

The Audit Committee also has the responsibility for reviewing on an ongoing
basis all material transactions between the company and its affiliates and other
related parties such as officers, directors, other key management personnel,
major shareholders and their close family members, affiliated companies or
associated enterprises.

The Audit Committee has the power to conduct or authorize investigations into
any matters within the Committee's scope of responsibilities, including the
power and authority to retain and determine


                                       37
<PAGE>

funding for independent counsel, accountants, or other advisors as it determines
necessary to carry out its duties.

The Human Resources and Compensation Committee consists of the independent
directors of the company with the company's CEO being an ex officio non-voting
member of the Committee. The Chairman of the Committee is Professor Walter von
Wartburg; the other member are Dr. Hans Black, Michael Sonnenreich and Dr. Paul
Averback (ex offico).

The Committee establishes and reviews overall policy and structure with respect
to compensation and employment matters, including the determination of
compensation arrangements for directors, executive officers and key employees of
the company. The Committee is also responsible for the administration and award
of options to purchase shares pursuant to the company's option and share
purchase plans. When considering the compensation arrangements for the CEO, the
Committee meets in executive session without the presence of the company's CEO.

Employees

In addition to the employees in its Maywood and St.-Laurent laboratories and
offices, Nymox carries out its work with the assistance of an extensive group of
research collaborators, out-sourced manufacturing teams, research suppliers,
research institutions, service providers and research consultants. To help
carrying out its marketing, Nymox has over 60 independent medical
representatives detailing its products.

In its Maywood and St.-Laurent laboratories and offices, for the year 2002, the
company employed on the average nineteen persons with fourteen in research and
development and five in administration and marketing; for the year 2001,
twenty-one persons (fifteen in research and development and six in
administration and marketing; and for the year 2000 twenty-three persons
(eighteen in research and development and five in administration and marketing).

Share Ownership

As of April 30, 2003, the numbers of common shares owned by and options granted
to directors and senior officers of the Corporation were as follows:

                         Common                 Options                  Expiry
                         Shares      Options      Not      Exercise       Date
Name                      Owned       Vested     Vested      Price        M/D/Y
----                   ----------    -------    -------    ---------    --------
Paul Averback, M.D.    12,650,895

Hans Black, M.D.           10,000     25,000                  $3.12     05/13/09
                                                            (C$4.50)
                                      25,000                  $3.875    05/01/10
                                      20,000    30,000        $6.93     05/01/10
                                                           (C$10.00)
                                      10,000                  $4.70     06/15/10
                                      50,000    25,000        $4.33     11/13/11

Michael Sonnenreich        62,000    100,000                  $3.875    05/01/10
                                      50,000    25,000        $4.33     11/13/11



                                       38
<PAGE>

                         Common                 Options                  Expiry
                         Shares      Options      Not      Exercise       Date
Name                      Owned       Vested     Vested      Price        M/D/Y
----                   ----------    -------    -------    ---------    --------
Walter von Wartburg        42,000    100,000                  $3.875    05/01/10
                                      50,000    25,000        $4.33     11/13/11

Jack Gemmell               10,525     50,000                  $6.93     01/22/09
                                                           (C$10.00)
                                      25,000                  $3.875    05/01/10
                                      25,000                  $1.93     04/22/11

Roy Wolvin                  5,000     10,000                  $2.25     01/17/06
                                                            (C$3.25)
                                      10,000                  $9.53     01/17/06
                                                           (C$13.75)
                                      10,000                  $6.79     01/17/06
                                                            (C$9.80)
                                      20,000                  $6.93     01/17/06
                                                           (C$10.00)
                                      20,000                  $3.12     05/13/09
                                                            (C$4.50)
                                       5,000                  $1.93     04/22/11

Michael Munzar             33,925     50,000                  $7.97     04/30/06
                                                           (C$11.50)
                                       5,000                  $6.24     10/31/07
                                                            (C$9.00)
                                      30,000                  $6.93     10/31/07
                                                           (C$10.00)
                                                10,000        $6.93     10/31/07
                                                           (C$10.00)
                                      20,000                  $3.12     05/13/09
                                                            (C$4.50)
                                      50,000                  $3.90     08/25/10
                                      35,000                  $1.93     04/22/11
                                      20,000                  $4.45     08/25/12


Options

Nymox has created a stock option plan for its key employees, its officers and
directors and certain consultants. The board of directors of Nymox administers
the plan. The board may grant options to purchase a specified number of common
shares of Nymox to a designated individual. The total number of common shares to
be optioned to any one individual cannot exceed 5% of the total number of issued
and outstanding shares and the maximum number of common shares which may be
optioned under the plan cannot exceed 2,500,000 shares without shareholder
approval.

The board fixes the option price per share for common shares that are the
subject of any option, when it grants any such option. The option price cannot
involve a discount to the market price when the option is granted. The period
during which an option is exercisable shall not exceed 10 years from the date
when the option is granted. The options may not be assigned, transferred or
pledged and expire within three months of the termination of employment or
office with the Company and six months of the death of an individual.

                                       39
<PAGE>

Legal Proceedings

In December 2000, an investment company, Amro International, S.A., served Nymox
with a Statement of Claim filed with the Ontario Superior Court of Justice
(Court File No. 00-CV-201587), claiming to be entitled to the issuance of
388,797 shares in accordance with repricing provisions contained in the March
2000 agreement between Amro and Nymox and to damages of $4 million for lost
opportunity to sell these shares. Nymox believes that Amro's interpretation of
the repricing provisions in the March 2000 agreement is incorrect and that
Amro's damage claims are without merit. Nymox has filed a Statement of Defense
and intends to defend the action vigorously and to consider its other options
with respect to this matter.

Dr. Fitzpatrick, a former employee, has filed a demand for arbitration with the
American Arbitration Association concerning the termination of her employment
with the company. She is claiming damages of up to $498,000.00 plus attorney's
fees and costs based upon alleged violations of New Jersey law and breach of an
employment agreement. Subsequently, in October 2002, she filed a complaint in
the New Jersey Superior Court concerning the termination of her employment with
the Company. The complaint claims unspecified damages. The Company believes
these claims are without merit and intends to defend the matter vigorously.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
Major Shareholders

The following table sets out as of April 30, 2003, the number of common shares
owned by Dr. Paul Averback, the President and CEO of Nymox and a member of the
Nymox board of directors, and by all directors and officers as a group.

                                   Number of Common Shares    Percent of Class
Name of Shareholder                owned by Shareholder       of Common Shares
-------------------------------    -----------------------    ----------------
Dr. Paul Averback                        12,650,895              53.9%
All directors and officers
  as a group                             12,807,345              54.6%

In addition, as of April 30, 2003, Dr. Averback's wife owned 848,172 common
shares (3.6%) and 9022-1433 Canada Inc., a company owned by Dr. Averback and his
wife, owns 500,000 common shares (2.1%).

The above shareholders have the same voting rights as all other shareholders.
There has been no significant change in ownership for any of the persons listed
above over the past three years.

Based on a public filing, Mayer Offman reported on August 26, 2002: sole voting
and dispositive power over 211,400 shares, shared voting and dispositive power
over 1,664,823 shares as Vice-President of Shear-Offman, Inc., the managing
member of Generic Trading of Philadelphia LLC, which is the holder of record of
these shares, and dispositive power over 1,045,660 shares as the authorized
trader for accounts held by Gabriel Capital, LP, Ariel Fund Limited and Simaru
Associates, LLC in which these shares are held, for a total of 2,921,883 common
shares or approximately 13.1% of Nymox's shares.

                                       40
<PAGE>

Nymox does not know of any other shareholders that beneficially own or hold
dispositive power over more than 5% of its shares.

According to information furnished to Nymox by the transfer agent for the common
shares, as of April 30, 2003, total shares outstanding were 23,473,434. There
were 228 holders of record of the common shares and 3,795 beneficial
shareholders in total. Of these, 87 were holders of record of the common shares
and 2,551 were beneficial shareholders with addresses in the United States and
such holders owned an aggregate of 3,477,764 shares, representing 14.2% of the
outstanding shares of common stock.

Related Party Transactions

Research contract revenue in 2001 ($30,000) was funded by the Foundation for
Nutritional Advancement. Michael Sonnenreich, a director and officer of the
Foundation is also a director of the Company.


ITEM 8. FINANCIAL INFORMATION


                     [Remainder of Page Intentionally Blank]














                                       41
<PAGE>




















                  Consolidated Financial Statements of

                  NYMOX PHARMACEUTICAL
                  CORPORATION

                  Years ended December 31, 2002, 2001 and 2000



















                                       42
<PAGE>






AUDITORS' REPORT TO THE SHAREHOLDERS



We have audited the consolidated balance sheets of Nymox Pharmaceutical
Corporation as at December 31, 2002 and 2001 and the consolidated statements of
operations, deficit and cash flows for the years ended December 31, 2002, 2001
and 2000. These financial statements are the responsibility of the Corporation's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

With respect to the consolidated financial statements for the years ended
December 31, 2002 and 2001, we conducted our audits in accordance with United
States generally accepted auditing standards and Canadian generally accepted
auditing standards. With respect to the consolidated financial statements for
the year ended December 31, 2000, we conducted our audit in accordance with
Canadian generally accepted auditing standards. Those standards require that we
plan and perform an audit to obtain reasonable assurance whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.

In our opinion, these consolidated financial statements present fairly, in all
material respects, the financial position of the Corporation as at December 31,
2002 and 2001 and the results of its operations and its cash flows for the years
ended December 31, 2002, 2001 and 2000 in accordance with Canadian generally
accepted accounting principles.


   /s/ KPMG LLP


Chartered Accountants

Montreal, Canada
February 28, 2003


                                       43
<PAGE>



NYMOX PHARMACEUTICAL CORPORATION
Consolidated Financial Statements

Years ended December 31, 2002, 2001 and 2000



Financial Statements

     Consolidated Balance Sheets                                 45

     Consolidated Statements of Operations                       46

     Consolidated Statements of Deficit                          47

     Consolidated Statements of Cash Flows                       48

     Notes to Consolidated Financial Statements                  49




                                       44
<PAGE>


NYMOX PHARMACEUTICAL CORPORATION
Consolidated Balance Sheets

December 31, 2002 and 2001
(in US dollars)
================================================================================
                                                     2002             2001
--------------------------------------------------------------------------------

Assets

Current assets:
   Cash                                         $    660,629    $    488,987
   Accounts receivable                               101,364          52,459
   Research tax credits receivable                    47,165          30,509
   Inventories                                        53,208          17,567
   Prepaid expenses and deposits                      17,500          55,000
--------------------------------------------------------------------------------
                                                     879,866         644,522

Long-term receivables (note 6)                        70,000          70,000

Property and equipment (note 3)                      185,293         217,083

Patents and intellectual property (note 4)         3,223,498       3,154,441

Deferred share issuance costs (note 7 (c))                --         106,195
--------------------------------------------------------------------------------
                                                $  4,358,657    $  4,192,241
================================================================================

Liabilities and Shareholders' Equity

Current liabilities:
   Accounts payable and accrued liabilities     $    870,925    $    295,393
   Notes payable (note 5)                            544,872         396,775
   Deferred revenue                                   55,930          55,325
--------------------------------------------------------------------------------
                                                   1,471,727         747,493

Non-controlling interest (note 6)                    800,000         800,000

Shareholders' equity:
   Share capital (note 7)                         28,407,600      25,376,557
   Warrants and options                              336,438         336,438
   Additional paid-in capital                         85,200          85,200
   Deficit                                       (26,742,308)    (23,153,447)
--------------------------------------------------------------------------------
                                                   2,086,930       2,644,748
Commitments and contingencies (note 8)
Subsequent events (note 15)

--------------------------------------------------------------------------------
                                                $  4,358,657    $  4,192,241
================================================================================

See accompanying notes to consolidated financial statements.

On behalf of the Board:

  /s/ Paul Averback, MD,  Director
-------------------------------------

   /s/ Hans Black, MD,  Director
-------------------------------------


                                       45
<PAGE>


NYMOX PHARMACEUTICAL CORPORATION
Consolidated Statements of Operations

Years ended December 31, 2002, 2001 and 2000
(in US dollars)

================================================================================
                                           2002           2001          2000
--------------------------------------------------------------------------------

Revenues:
   Sales                              $   356,162    $   235,288    $   157,688
   License fees                              --           97,403           --
   Research contracts                        --           30,000           --
   Interest                                 5,586         17,918         68,179
--------------------------------------------------------------------------------
                                          361,748        380,609        225,867

Expenses:
   Research and development             1,706,086      1,499,654      2,084,232
   Less research tax credits              (16,656)       (20,052)       (10,457)
--------------------------------------------------------------------------------
                                        1,689,430      1,479,602      2,073,775
   General and administrative           1,230,439      1,087,326      1,335,500
   Marketing                              235,925        343,244        363,142
   Cost of sales                          216,637        131,904         87,450
   Depreciation and amortization          397,269        381,582        375,810
   Interest and bank charges               46,967          6,455         14,169
--------------------------------------------------------------------------------
                                        3,816,667      3,430,113      4,249,846
   Gain on disposal of property
    and equipment                         (32,900)          --             --
--------------------------------------------------------------------------------
                                        3,783,767      3,430,113      4,249,846

--------------------------------------------------------------------------------
Net loss                              $(3,422,019)   $(3,049,504)   $(4,023,979)
================================================================================


--------------------------------------------------------------------------------
Basic and diluted loss per share
 (note 10)                            $     (0.15)   $     (0.14)   $     (0.19)
================================================================================


See accompanying notes to consolidated financial statements.


                                       46
<PAGE>

NYMOX PHARMACEUTICAL CORPORATION
Consolidated Statements of Deficit

Years ended December 31, 2002, 2001 and 2000
(in US dollars)

================================================================================
                                        2002            2001            2000
--------------------------------------------------------------------------------

Deficit, beginning of year         $(23,153,447)   $(19,982,999)   $(15,605,816)

Net loss                             (3,422,019)     (3,049,504)     (4,023,979)

Share issue costs                      (166,842)       (120,944)       (353,204)

--------------------------------------------------------------------------------
Deficit, end of year               $(26,742,308)   $(23,153,447)   $(19,982,999)
================================================================================


See accompanying notes to consolidated financial statements.




                                       47
<PAGE>


<TABLE>
NYMOX PHARMACEUTICAL CORPORATION
Consolidated Statements of Cash Flows

Years ended December 31, 2002, 2001 and 2000
(in US dollars)

<CAPTION>
=========================================================================================================
                                                                   2002            2001          2000
---------------------------------------------------------------------------------------------------------

<S>                                                            <C>            <C>            <C>
Cash flows from operating activities:
   Net loss                                                    $(3,422,019)   $(3,049,504)   $(4,023,979)
   Adjustments for:
     Depreciation of property and equipment                         44,710         54,028         53,256
     Amortization of patents and intellectual
       property                                                    352,559        327,554        322,554
     (Gain) loss on disposal of property
       and equipment                                               (32,900)           250             --
     Services paid with common shares                               32,420             --             --
     Write-off of note receivable                                       --             --        108,280
     Write-down of deferred share issuance costs                   106,195         87,263           --
   Changes in operating assets and liabilities:
     Accounts receivable                                           (48,905)       (20,942)        16,730
     Research tax credits receivable                               (16,656)       (20,052)        (7,277)
     Inventories                                                   (35,641)       (13,242)        (4,325)
     Prepaid expenses and deposits                                  37,500         12,500         56,000
     Accounts payable and accrued liabilities                      575,532        (28,381)      (380,511)
     Deferred revenue                                                  605         55,325           --
---------------------------------------------------------------------------------------------------------
                                                                (2,406,600)    (2,595,201)    (3,859,272)

Cash flows from financing activities:
     Proceeds from issuance of share capital                     2,995,525      2,554,254      5,010,981
     Share issue costs                                            (166,842)       (91,890)      (380,365)
     Proceeds from notes payable                                   200,000        396,775        201,993
     Repayment of notes payable                                    (51,903)            --       (548,421)
---------------------------------------------------------------------------------------------------------
                                                                 2,976,780      2,859,139      4,284,188

Cash flows from investing activities:
   Additions to property and equipment                             (12,919)        (2,687)      (106,497)
   Additions to patent costs                                      (418,519)      (337,975)      (275,071)
   Proceeds from disposal of property and equipment                 32,900             --             --
   Proceeds from collection of notes receivable                         --             --         73,000
---------------------------------------------------------------------------------------------------------
                                                                  (398,538)      (340,662)      (308,568)

---------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash                                    171,642        (76,724)       116,348

Cash, beginning of year                                            488,987        565,711        449,363

---------------------------------------------------------------------------------------------------------
Cash, end of year                                              $   660,629    $   488,987    $   565,711
=========================================================================================================

Supplemental disclosure to statements of cash flows:
   (a) Interest paid                                           $    46,967    $     6,455    $    14,169
   (b) Non-cash transactions:
          Acquisition of Serex Inc. by issuance
           of common shares and other securities                        --             --      1,319,997
          Amortization of deferred share
           issue costs charged to deficit                               --         29,054         20,220
          Shares issued for services                                32,420             --             --
          Additions to patent costs included in accounts
           payable and accrued liabilities at year-end             174,100             --             --
</TABLE>

See accompanying notes to consolidated financial statements


                                                   48
<PAGE>

NYMOX PHARMACEUTICAL CORPORATION
Notes to Consolidated Financial Statements

Years ended December 31, 2002, 2001 and 2000
(in US dollars)

--------------------------------------------------------------------------------


1.   Business activities:

     Nymox Pharmaceutical Corporation (the "Corporation"), incorporated under
     the Canada Business Corporations Act, including its subsidiaries, Nymox
     Corporation, a Delaware Corporation, and Serex Inc. of New Jersey, is a
     biopharmaceutical corporation which specializes in the research and
     development of products for the diagnosis and treatment of Alzheimer's
     disease. The Corporation is currently marketing AlzheimAlertTM, a urinary
     test that aids physicians in the diagnosis of Alzheimer's disease. The
     Corporation also markets NicAlertTM and NicoMeterTM, tests that use urine
     or saliva to detect use of tobacco products. The Corporation is also
     developing therapeutics for the treatment of Alzheimer's disease, new
     treatments for benign prostate hyperplasia, and new anti-bacterial agents
     for the treatment of urinary tract and other bacterial infections in
     humans, including a treatment for E-coli O157:H7 bacterial contamination in
     meat and other food and drink products.

     Since 1989, the Corporation's activities and resources have been primarily
     focused on developing certain pharmaceutical technologies. The Corporation
     is subject to a number of risks, including the successful development and
     marketing of its technologies. In order to achieve its business plan and
     the realization of its assets and liabilities in the normal course of
     operations, the Corporation anticipates the need to raise additional
     capital and/or achieve sales and other revenue generating activities.
     Management believes that funds from operations as well as existing
     financing facilities will be sufficient to meet the Corporation's
     requirements for the next year.

     The Corporation is listed on the NASDAQ Stock Market.


2.   Significant accounting policies:

     (a)  Consolidation and change in measurement currency:

          The consolidated financial statements of the Corporation have been
          prepared under Canadian generally accepted accounting principles
          ("GAAP") and include the accounts of its US subsidiaries, Nymox
          Corporation and Serex Inc. Intercompany balances and transactions have
          been eliminated on consolidation.

          Consolidated financial statements prepared under US GAAP would differ
          in some respects from those prepared in Canada. A reconciliation of
          earnings and shareholders' equity reported in accordance with Canadian
          GAAP and with US GAAP is presented in note 12.


                                       49
<PAGE>

NYMOX PHARMACEUTICAL CORPORATION
Notes to Consolidated Financial Statements

Years ended December 31, 2002, 2001 and 2000
(in US dollars)

--------------------------------------------------------------------------------

2.   Significant accounting policies (continued):

     (b)  Inventories:

          Inventories consist of finished goods and are carried at the lower of
          cost and net realizable value. Cost of is determined on the basis of
          weighted average cost.

     (c)  Property and equipment, patents and intellectual property:

          Property and equipment, patents and intellectual property are recorded
          at cost. Depreciation and amortization are provided using the
          straight-line method at the following rates:

          ==============================================================
          Asset                                                    Rate
          --------------------------------------------------------------
          Laboratory equipment                                      20%
          Computer equipment                                        20%
          Office equipment and fixtures                             20%
          Intellectual property rights acquired                     10%
          ==============================================================

          Direct costs incurred in connection with securing the patents are
          capitalized. Patents are being amortized using the straight-line
          method over the shorter of their economic useful lives or their legal
          terms of existence ranging from 17 to 20 years commencing in the year
          of commercial production of the developed products.

          Management reviews the unamortized balance of property and equipment,
          patents and intellectual property whenever events or circumstances
          indicate that the carrying amount may not be recoverable. An
          impairment loss would be recognized when estimates of non-discounted
          future cash flows expected to result from the use of an asset and its
          eventual disposition are less than the carrying amount. No impairment
          losses were identified by the Corporation for the years ended December
          31, 2002, 2001 and 2000.

     (d)  Revenue recognition:

          The Corporation applies guidance from SAB 101 (Staff Accounting
          Bulletin 101) issued by the Securities and Exchange Commission in the
          recognition of revenue.

          Revenue from product sales is recognized when the product or service
          has been delivered or obligations as defined in the agreement are
          performed. Revenue from research contracts is recognized at the time
          research activities are performed under the agreement. Revenue from
          license fees, royalties and milestone payments is recognized upon the
          fulfillment of all obligations under the terms of the related
          agreement. These agreements may include upfront payments to be
          received by the Corporation. Upfront payments are recognized as
          revenue on a systematic basis over the period that the related
          services or obligations as defined in the agreement are performed.
          Interest is recognized on an accrual basis.


                                       50
<PAGE>

NYMOX PHARMACEUTICAL CORPORATION
Notes to Consolidated Financial Statements

Years ended December 31, 2002, 2001 and 2000
(in US dollars)

--------------------------------------------------------------------------------

2. Significant accounting policies (continued):

     (d)  Revenue recognition (continued):

          Deferred revenue represents amounts billed to and received from
          customers in advance of revenue recognition.

     (e)  Research and development expenditures:

          Research expenditures, net of research tax credits, are expensed as
          incurred. Development expenditures, net of tax credits, are expensed
          as incurred, except if they meet the criteria for deferral in
          accordance with generally accepted accounting principles.

     (f)  Foreign currency translation:

          The Corporation's measurement currency is the United States dollar.
          Monetary assets and liabilities of the Canadian and foreign operations
          denominated in currencies other than the United States dollar are
          translated at the rates of exchange prevailing at the balance sheet
          dates. Other assets and liabilities denominated in currencies other
          than the United States dollar are translated at the exchange rates
          prevailing when the assets were acquired or the liabilities incurred.
          Revenues and expenses denominated in currencies other than the United
          States dollar are translated at the average exchange rate prevailing
          during the year, except for depreciation and amortization which are
          translated at the same rates as those used in the translation of the
          corresponding assets. Foreign exchange gains and losses resulting from
          the translation are included in the determination of net earnings.

          Effective January 1, 2002, the Company adopted the revised
          recommendations of the Canadian Institute of Chartered Accountants
          ("CICA") with respect to foreign currency translation. The new
          recommendations eliminate the deferral and amortization of unrealized
          foreign currency translation gains and losses on foreign currency
          denominated monetary items that have a fixed or ascertainable life
          extending beyond the end of the fiscal year following the current
          reporting period. The new recommendations also require the disclosure
          of foreign exchange gains (losses) included in the consolidated
          statements of operations which, for fiscal 2002, amounted to $3,315
          (2001 - $15,910; 2000 - $14,776). The change was adopted
          retroactively. There was no impact on the Company's consolidated
          financial position, results of operations and cash flows as a result
          of adopting these recommendations.


                                       51
<PAGE>


NYMOX PHARMACEUTICAL CORPORATION
Notes to Consolidated Financial Statements

Years ended December 31, 2002, 2001 and 2000
(in US dollars)

--------------------------------------------------------------------------------


2.   Significant accounting policies (continued):

     (g) Stock-based compensation plan:

         Effective January 1, 2002, the Company adopted the new recommendations
         of the CICA, Handbook Section 3870, with respect to the accounting for
         stock-based compensation and other stock-based payments. The new
         recommendations require that all stock-based payments to non-employees,
         and employee awards that are direct awards of stock, call for
         settlement in cash or other assets, or are stock appreciation rights
         that call for settlement by the issuance of equity instruments, granted
         on or after January 1, 2002, be accounted for using the fair value
         method. For all other stock-based employee compensation awards, the
         CICA has not prescribed specific methods, and, therefore, the Company
         has chosen to use the settlement method of accounting as permitted
         under the new standard. Under this method, no compensation expense is
         recognized when stock options are issued to employees. Any
         consideration received from the plan participants upon exercise of
         stock options is credited to share capital.

         The new standard requires that the Company disclose the pro forma
         effect of accounting for all stock-based awards granted during the year
         ended December 31, 2002 under the fair value-based method (see note
         10). In the first year of application, comparative disclosures need not
         be provided for prior years.

     (h) Income taxes:

         The Corporation accounts for income taxes using the asset and liability
         method of accounting for income taxes. Under this method, future income
         tax assets and liabilities are determined based on "temporary
         differences" (differences between the accounting basis and the tax
         basis of the assets and liabilities), and are measured using the
         currently enacted, or substantively enacted, tax rates and laws
         expected to apply when these differences reverse. A valuation allowance
         is recorded against any future income tax asset if it is more likely
         than not that the asset will not be realized.

     (i) Earnings per share:

         Basic earnings per share are determined using the weighted average
         number of common shares outstanding during the period. Diluted earnings
         per share are computed in a manner consistent with basic earnings per
         share except that the weighted average shares outstanding are increased
         to include additional shares from the assumed exercise of options and
         warrants, if dilutive. The number of additional shares is calculated by
         assuming that outstanding options and warrants were exercised and that
         the proceeds from such exercises were used to acquire shares of common
         stock at the average market price during the reporting period.


                                       52
<PAGE>

NYMOX PHARMACEUTICAL CORPORATION
Notes to Consolidated Financial Statements

Years ended December 31, 2002, 2001 and 2000
(in US dollars)

--------------------------------------------------------------------------------

2. Significant accounting policies (continued):

     (j) Use of estimates:

         The preparation of financial statements in conformity with generally
         accepted accounting principles requires management to make estimates
         and assumptions that affect the reported amounts of assets and
         liabilities and disclosure of contingent assets and liabilities at the
         date of the financial statements and the reported amounts of revenues
         and expenses during the reporting periods. Actual results could differ
         from those estimates. Significant areas requiring the use of management
         estimates include estimating the useful lives of long-lived assets,
         including property and equipment and intangible assets, as well as
         estimating the recoverability of research tax credits receivable and
         future tax assets.

3.   Property and equipment:

     ===========================================================================
                                                                            2002
     ---------------------------------------------------------------------------
                                                        Accumulated
                                                       depreciation     Net book
                                           Cost    and amortization        value
     ---------------------------------------------------------------------------
     Laboratory equipment             $ 620,576           $ 471,662    $ 148,914
     Computer equipment                  73,043              47,807       25,236
     Office equipment and fixtures       88,949              77,806       11,143

     ---------------------------------------------------------------------------
                                      $ 782,568           $ 597,275    $ 185,293
     ===========================================================================


     ===========================================================================
                                                                            2001
     ---------------------------------------------------------------------------
                                                        Accumulated
                                                       depreciation     Net book
                                           Cost    and amortization        value
     ---------------------------------------------------------------------------
     Laboratory equipment             $ 615,656           $ 444,049    $ 171,607
     Computer equipment                  73,044              41,497       31,547
     Office equipment and fixtures       88,949              75,020       13,929

     ===========================================================================
                                      $ 777,649           $ 560,566    $ 217,083


                                       53
<PAGE>

NYMOX PHARMACEUTICAL CORPORATION
Notes to Consolidated Financial Statements

Years ended December 31, 2002, 2001 and 2000
(in US dollars)

--------------------------------------------------------------------------------


4.   Patents and intellectual property:

     ===========================================================================
                                                                            2002
     ---------------------------------------------------------------------------

                                                       Accumulated      Net book
                                             Cost     amortization         value
     ---------------------------------------------------------------------------

     Patent costs                      $2,078,996       $  401,486    $1,677,510
     Intellectual property
      rights acquired                   2,222,661          676,673     1,545,988

     ---------------------------------------------------------------------------
                                       $4,301,657       $1,078,159    $3,223,498
     ===========================================================================


     ===========================================================================
                                                                            2001
     ---------------------------------------------------------------------------

                                                       Accumulated      Net book
                                             Cost     amortization         value
     ---------------------------------------------------------------------------

     Patent costs                      $1,660,475       $  269,781    $1,390,694
     Intellectual property
      rights acquired                   2,219,564          455,817     1,763,747

     ---------------------------------------------------------------------------
                                       $3,880,039       $  725,598    $3,154,441
     ===========================================================================


5.   Notes payable:

     ===========================================================================
                                                              2002          2001
     ---------------------------------------------------------------------------

     Note payable, bearing interest at the prime
      rate plus 2%, due on or before January 1, 2004    $   44,872    $   96,775
     Note payable, bearing interest at the prime
      rate plus 2%, due on or before January 1, 2004       500,000       300,000

     ---------------------------------------------------------------------------
                                                        $  544,872    $  396,775
     ===========================================================================

     During the year, the maturity dates of the notes payable outstanding at
     December 31, 2001 were extended to the dates referred to above.


                                       54
<PAGE>

NYMOX PHARMACEUTICAL CORPORATION
Notes to Consolidated Financial Statements

Years ended December 31, 2002, 2001 and 2000
(in US dollars)

--------------------------------------------------------------------------------


6.   Non-controlling interest:

     Non-controlling interest includes redeemable, convertible preferred shares
     of Serex in the amount of $800,000. Up to 50% of the preferred shares are
     redeemable at any time at the option of the preferred shareholders for
     their issue price. The preferred shares are also convertible into common
     shares of Serex at a price of $3.946 per share.

     The long-term receivables are due from the preferred shareholders and will
     be settled when the preferred shares are redeemed.


7.   Share capital:

     ===========================================================================
                                                           2002          2001
     ---------------------------------------------------------------------------

     Authorized:
        An unlimited number of common shares

     Issued and outstanding:
        23,020,954 common shares
         (2001 - 22,297,525 shares)                    $28,407,600   $25,376,557
     ===========================================================================


     (a)  Changes in the Corporation's outstanding common shares are presented
          below:

     ===========================================================================
                                                            Shares       Dollars
     ---------------------------------------------------------------------------

     Issued and outstanding, December 31, 2000          21,377,621   $22,822,303

     Issue of common shares for cash under private
      placements and common stock purchase
      agreement (b) (c)                                    811,904     2,236,199

     Issue of common shares pursuant to
      exercise of stock options (e)                        108,000       318,055

     ---------------------------------------------------------------------------
     Balance, December 31, 2001                         22,297,525    25,376,557

     Issue of common shares under private
       placements (b)                                      714,574     2,995,525

     Issued to acquire additional shares of Serex (b)          932         3,098

     Issued in exchange for services (b)                     7,923        32,420

     ---------------------------------------------------------------------------
     Balance, December 31, 2002                         23,020,954   $28,407,600
     ===========================================================================


                                       55
<PAGE>

NYMOX PHARMACEUTICAL CORPORATION
Notes to Consolidated Financial Statements

Years ended December 31, 2002, 2001 and 2000
(in US dollars)

--------------------------------------------------------------------------------


7.   Share capital (continued):

     (b)  Private placements and other:

          In 2002, the Corporation completed private placements for 714,574
          common shares and received aggregate proceeds of $2,995,525. In 2001,
          the Corporation completed private placements for 594,100 common shares
          and received aggregate proceeds of $1,799,490. The share issue costs
          related to these private placements have been charged against the
          deficit.

          The Corporation also issued 932 common shares and 574 Series J
          warrants to purchase an additional 5,000 shares of Serex, Inc. that it
          did not already own. The Corporation now owns approximately 98% of
          Serex, Inc. The warrants are exercisable at $3.70 per share and expire
          on July 31, 2005. In addition, the Corporation issued 7,923 common
          shares for certain services totalling $32,420.

     (c)  Common Stock Purchase Agreement:

          In November 1999, the Corporation and Jaspas Investments Limited
          ("Jaspas"), a corporation based in the British Virgin Islands, signed
          a common stock purchase agreement (the "Agreement") that established
          the terms and conditions for the issuance and purchase of the
          Corporation's common shares by Jaspas. In general terms, Jaspas was
          committed to purchase up to $12 million of the Corporation's common
          shares over a thirty-month period.

          The Agreement established what was referred to by the parties as an
          equity drawdown facility. On a monthly basis, the Corporation
          requested, at its discretion, a drawdown on the facility subject to a
          formula, based on the average stock price and average trading volume,
          that sets the maximum amount for any given draw. At the end of a
          22-day trading period following the drawdown request, the amount of
          money that Jaspas provided to the Corporation and the number of shares
          that the Corporation issued was settled based on the formula using the
          average daily share price for each of the 22 trading days. Jaspas
          received a 6% discount on the market price determined for the 22-day
          trading period, and the Corporation received the settled amount less a
          3% placement fee payable to the placement agents.

          In 2002, the Corporation did not make any drawdowns under this
          facility. In 2001, the Corporation issued 217,804 common shares and
          raised $436,709 under this facility.

          The gross fees related to this transaction amounted to $242,732. These
          costs were initially accounted for as deferred share issuance costs to
          be amortized over the thirty-month drawdown period. Amortization was
          calculated for each drawdown based on the percentage of the actual
          drawdown over the total facility. In 2002, the Corporation amortized
          nil (2001 - $29,054) deferred share issuance costs to the deficit
          related to drawdowns in the year. In addition, the Corporation wrote
          off against earnings deferred share issuance costs in the amount of
          $106,195 (2001 - $87,263) for the portion of the facility that was not
          utilized by the Corporation. The facility expired in January 2003.


                                       56
<PAGE>

NYMOX PHARMACEUTICAL CORPORATION
Notes to Consolidated Financial Statements

Years ended December 31, 2002, 2001 and 2000
(in US dollars)

--------------------------------------------------------------------------------


7.   Share capital (continued):

     (d)  Warrants:

          The Corporation has issued the following warrants to purchase common
          shares:

================================================================================
          Exercise                               Outstanding
             price                                        at
               per           Exercised           December 31,
Warrants     share   Issued    to date  Expired         2002              Expiry
--------------------------------------------------------------------------------

Series E    $ 4.53  200,000         -        -       200,000   November 30, 2004
Series F    $ 4.06  160,000         -        -       160,000   November 30, 2004
Series G    $ 3.70  115,662         -        -       115,662     January 8, 2005
Series H    $ 9.38   66,667         -        -        66,667       March 6, 2004
Series I    $ 7.81   26,667         -        -        26,667       March 6, 2004
Series J    $ 3.70   42,864         -        -        42,864       July 31, 2005
Series K    $ 2.06  100,000         -        -       100,000       March 6, 2003

--------------------------------------------------------------------------------
            $ 4.47  711,860         -        -       711,860
================================================================================


     (e)  Stock options:

          The Corporation has established a stock option plan (the "Plan") for
          its key employees, its officers and directors, and certain
          consultants. The Plan is administered by the Board of Directors of the
          Corporation. The Board may from time to time designate individuals to
          whom options to purchase common shares of the Corporation may be
          granted, the number of shares to be optioned to each, and the option
          price per share. The option price per share cannot involve a discount
          to the market price at the time the option is granted. The total
          number of shares to be optioned to any one individual cannot exceed 5%
          of the total issued and outstanding shares and the maximum number of
          shares which may be optioned under the Plan cannot exceed 2,500,000
          common shares without shareholder approval.



                                       57
<PAGE>


NYMOX PHARMACEUTICAL CORPORATION
Notes to Consolidated Financial Statements

Years ended December 31, 2002, 2001 and 2000
(in US dollars)

--------------------------------------------------------------------------------

7.   Share capital (continued):

     (e)  Stock options (continued):

          Changes in outstanding options were as follows for the last two fiscal
          periods:

          ======================================================================
                                                                Weighted average
                                                     Number       exercise price
          ----------------------------------------------------------------------

          Balance, December 31, 2000              1,639,500              $  4.54

          Granted                                   413,500                 3.78

          Exercised                                (108,000)                2.95

          Expired                                  (265,000)                4.04

          Cancelled                                 (40,000)                3.70

          ----------------------------------------------------------------------
          Balance, December 31, 2001              1,640,000                 4.51

          Granted                                    20,000                 4.45

          Expired                                    (6,000)                3.30

          ----------------------------------------------------------------------
          Balance, December 31, 2002              1,654,000              $  4.51
          ======================================================================


                                       58
<PAGE>

NYMOX PHARMACEUTICAL CORPORATION
Notes to Consolidated Financial Statements

Years ended December 31, 2002, 2001 and 2000
(in US dollars)

--------------------------------------------------------------------------------

7.   Share capital (continued):

     (e)  Stock options (continued):

          At December 31, 2002, options outstanding and exercisable were as
          follows:

          ======================================================================
              Options         Options      Exercise price                 Expiry
          outstanding     exercisable     price per share                   date
          ----------------------------------------------------------------------

               20,000          20,000          $     6.93     September 12, 2003
               10,000          10,000                2.25         April 13, 2004
                5,000           5,000                9.53         April 13, 2004
                5,000           5,000                6.79         April 13, 2004
               40,000          40,000                6.93         April 13, 2004
                5,000           5,000                6.24         April 13, 2004
              210,000         210,000                2.25       January 17, 2006
               10,000          10,000                9.53       January 17, 2006
               10,000          10,000                6.79       January 17, 2006
               20,000          20,000                6.93       January 17, 2006
              100,000         100,000                7.97         April 30, 2006
               10,000          10,000               11.60        August 13, 2006
               10,000          10,000                6.24        August 13, 2006
               30,000          30,000                6.93        August 13, 2006
                5,000           5,000                6.24       October 31, 2007
               40,000          40,000                6.93       October 31, 2007
                9,000           9,000                6.41      December 19, 2007
              100,000         100,000                4.85       November 9, 2008
               50,000          50,000                6.93       January 22, 2009
                2,000           2,000                6.41         March 23, 2009
               67,000          67,000                3.12           May 13, 2009
               75,000          75,000                3.12           June 1, 2009
              253,500         253,500                3.88            May 1, 2010
               50,000          20,000                6.93            May 1, 2010
               10,000          10,000                4.70          June 15, 2010
               10,000          10,000                3.50          July 13, 2010
                2,000           2,000                4.00          July 13, 2010
               10,000          10,000                3.20        August 14, 2010
                5,000           5,000                3.15        August 16, 2010
               50,000          50,000                3.90        August 25, 2010
               10,000          10,000                2.21       January 16, 2011
               70,500          70,500                1.93         April 23, 2011
                2,000           2,000                3.75        October 1, 2011
              100,000          40,000                4.00       November 1, 2011
                3,000           3,000                4.20       November 9, 2011
              225,000         150,000                4.33      November 13, 2011
               20,000          20,000                4.45        August 25, 2012

          ----------------------------------------------------------------------
            1,654,000       1,489,000          $     4.51
          ======================================================================


                                       59
<PAGE>

NYMOX PHARMACEUTICAL CORPORATION
Notes to Consolidated Financial Statements

Years ended December 31, 2002, 2001 and 2000
(in US dollars)

--------------------------------------------------------------------------------

8.   Commitments and contingencies:

     (a)  Operating leases:

          Minimum lease payments under operating leases for the Corporation's
          premises for the next three years are as follows:

          ======================================================================
          2003                                                 $  175,000
          2004                                                    175,000
          2005                                                     69,000
          ----------------------------------------------------------------------
                                                               $  419,000
          ======================================================================

     (b)  Research funding agreement:

          The Corporation is committed to make research grants to an unrelated
          medical facility in the U.S. in the aggregate amount of approximately
          $479,000 in the next two years as follows:

          ======================================================================
          2003                                                 $  249,000
          2004                                                    230,000
          ----------------------------------------------------------------------
                                                               $  479,000
          ======================================================================

          Under this agreement, the medical facility benefits from research
          funding and collaboration from the Corporation and is entitled to
          royalties based on a percentage of sales of any commercialized product
          derived from this research.

     (c)  Contingencies:

          Litigation:

          In December 2000, an investment company served the Corporation with a
          Statement of Claim filed with the Ontario Superior Court of Justice
          claiming to be entitled to the issuance of 388,797 additional shares
          in accordance with repricing provisions contained in a private
          placement that was finalized in March 2000 and to damages of $4
          million for lost opportunity to sell these shares. The Corporation
          believes that the company's interpretation of the repricing provisions
          in the March 2000 agreement is incorrect and intends to defend the
          action vigorously. Accordingly, no provision related to this matter
          has been recorded in these financial statements.


                                       60
<PAGE>

NYMOX PHARMACEUTICAL CORPORATION
Notes to Consolidated Financial Statements

Years ended December 31, 2002, 2001 and 2000
(in US dollars)

--------------------------------------------------------------------------------

8. Commitments and contingencies (continued):

     (c)  Contingencies (continued):

          Demand for arbitration:

          In March 2002, a former employee filed a demand for arbitration with
          the American Arbitration Association concerning the termination of her
          employment with the Corporation. The employee is claiming damages of
          up to $498,000 plus attorney's fees and costs, based upon alleged
          violations of New Jersey law and breach of an employment agreement.
          Subsequently, in October 2002, the former employee filed a complaint
          in the New Jersey Superior Court concerning the termination of her
          employment with the Corporation. The complaint claims unspecified
          damages. The Corporation believes these claims are without merit and
          intends to defend the matter vigorously.


9.   Income taxes:

     Details of the components of income taxes are as follows:

     ===========================================================================
                                           2002            2001            2000
     ---------------------------------------------------------------------------
     Loss before income taxes:
        Canadian operations         $(2,660,160)    $(2,257,157)    $(2,558,476)
        U.S. operations                (761,859)       (792,347)     (1,465,503)
     ---------------------------------------------------------------------------
                                     (3,422,019)     (3,049,504)     (4,023,979)

     Basic income tax rate                   35%            37%             38%
     ---------------------------------------------------------------------------
     Income tax recovery at
      statutory rates                (1,203,000)     (1,128,000)     (1,529,000)

     Adjustments in income taxes
      resulting from:
        Non-recognition of
         losses and other
         unclaimed deductions         1,203,000       1,128,000       1,529,000
     ---------------------------------------------------------------------------
     Income taxes                   $         -     $         -     $         -
     ===========================================================================


                                       61
<PAGE>

NYMOX PHARMACEUTICAL CORPORATION
Notes to Consolidated Financial Statements

Years ended December 31, 2002, 2001 and 2000
(in US dollars)

--------------------------------------------------------------------------------


9.   Income taxes (continued):

     The income tax effect of temporary differences that give rise to the net
     future tax asset is presented below:

     ===========================================================================
                                                           2002            2001
     ---------------------------------------------------------------------------
     Future tax assets:
        Non-capital losses                          $ 7,265,000     $ 6,300,000
        Scientific research and experimental
         development expenditures                       675,000         600,000
        Investment tax credits, net                     290,000         250,000
        Property and equipment                          113,000              -
        Share issue costs                               115,000         135,000
     ---------------------------------------------------------------------------
                                                      8,458,000       7,285,000

         Less valuation allowance                    (7,753,000)     (6,485,000)
     ---------------------------------------------------------------------------
                                                        705,000         800,000
     Future tax liabilities:
         Intellectual property rights                  (485,000)       (560,000)
         Foreign exchange gains                        (220,000)       (240,000)
     ---------------------------------------------------------------------------
                                                       (705,000)       (800,000)
     ---------------------------------------------------------------------------
     Net future tax asset                           $        -      $        -
     ===========================================================================


     In assessing the realizability of future tax assets, management considers
     whether it is more likely than not that some portion or all of the future
     tax assets will not be realized. The ultimate realization of future tax
     assets is dependent upon the generation of future taxable income and tax
     planning strategies. The generation of future taxable income is dependent
     on the successful commercialization of its products and technologies.


                                       62
<PAGE>


NYMOX PHARMACEUTICAL CORPORATION
Notes to Consolidated Financial Statements

Years ended December 31, 2002, 2001 and 2000
(in US dollars)

--------------------------------------------------------------------------------

9.   Income taxes (continued):

     The Corporation has non-capital losses carried forward and accumulated
     scientific research and development expenditures which are available to
     reduce future years' taxable income. These expire as follows:

     ===========================================================================
                                                          Federal     Provincial
     ---------------------------------------------------------------------------
     Non-capital losses:
         2003                                         $ 1,260,000    $   800,000
         2004                                           1,385,000        685,000
         2005                                           1,960,000      1,965,000
         2006                                           2,232,000      2,232,000
         2007                                           2,648,000      2,648,000
         2008                                           1,925,000      1,925,000
         2009                                           2,363,000      2,342,000

     Scientific research and
      development expenditures:
        (Indefinitely)                                  1,714,000      3,274,000
     ===========================================================================


     The Corporation also has investment tax credits available in the amount of
     approximately $435,000 to reduce future years' federal taxes payable. These
     credits expire as follows:

     ===========================================================================
     2005                                                              $  25,000
     2006                                                                184,000
     2007                                                                 98,000
     2008                                                                  3,000
     2009                                                                  8,000
     2010                                                                 32,000
     2011                                                                 50,000
     2012                                                                 35,000
     ---------------------------------------------------------------------------
                                                                       $ 435,000
     ===========================================================================


                                       63
<PAGE>

NYMOX PHARMACEUTICAL CORPORATION
Notes to Consolidated Financial Statements

Years ended December 31, 2002, 2001 and 2000
(in US dollars)
--------------------------------------------------------------------------------

9.   Income taxes (continued):

     In addition, the Corporation's US subsidiaries have losses carried forward
     of approximately $8,790,000 which expire as follows:

     ===========================================================================

     2010                                                            $    50,000
     2011                                                              1,035,000
     2012                                                              1,933,000
     2018                                                              2,782,000
     2019                                                              1,078,000
     2020                                                                812,000
     2021                                                                664,000
     2022                                                                436,000

     ---------------------------------------------------------------------------
                                                                     $ 8,790,000
     ===========================================================================

10.  Earnings per share:

     (a)  Basic and diluted earnings per share:

          A reconciliation between basic and diluted earnings per share is as
          follows:

     ===========================================================================
                                             2002           2001           2000
     ---------------------------------------------------------------------------

     Basic:
       Basic weighted average number
        of common shares outstanding   22,651,639     21,873,966     20,890,735
     ---------------------------------------------------------------------------

       Basic loss per share           $     (0.15)   $     (0.14)   $     (0.19)
     ---------------------------------------------------------------------------

     Diluted:
       Basic weighted average number
        of common shares outstanding   22,651,639     21,873,966     20,890,735
       Plus impact of stock options
        and warrants (1)                  314,029        121,728        239,551

     ---------------------------------------------------------------------------
       Diluted common shares           22,965,668     21,995,694     21,130,286
     ---------------------------------------------------------------------------

       Diluted loss per share         $     (0.15)   $     (0.14)   $     (0.19)
     ===========================================================================

     (1)  The impact of these stock options and warrants is anti-dilutive
          because the Corporation incurred losses in 2002, 2001 and 2000.


                                       64
<PAGE>

NYMOX PHARMACEUTICAL CORPORATION
Notes to Consolidated Financial Statements

Years ended December 31, 2002, 2001 and 2000
(in US dollars)

--------------------------------------------------------------------------------


10.  Earnings per share (continued):

     (a)  Basic and diluted earnings per share (continued):

          Excluded from the above calculations are 1,186,500 stock options and
          453,334 warrants which were deemed to be anti-dilutive because the
          exercise prices were greater than the average market price of the
          common shares (2001 - 760,500 options and 293,334 warrants; 2000 -
          507,500 options and 135,624 warrants).


     (b)  Stock-based compensation:

          If the fair value-based accounting method under Handbook Section 3870
          had been used to account for stock-based compensation costs relating
          to exempt options and warrants issued to employees during the year
          ended December 31, 2002, the net loss and related loss per share
          figures would be as follows:

          ======================================================================
          Reported net loss                                         $(3,422,019)
          Pro forma adjustments to compensation expense                 (53,200)
          ----------------------------------------------------------------------
          Pro forma net loss                                        $(3,475,219)
          ----------------------------------------------------------------------
          Pro forma loss per share:
             Basic                                                  $     (0.15)
             Diluted                                                      (0.15)
          ======================================================================

          The weighted average fair value of each option granted is estimated on
          the date of grant using the Black-Scholes pricing model with the
          following weighted average assumptions:

          ======================================================================
          Risk free interest rate                                          4.49%
          Expected volatility                                                54%
          Expected life in years                                               5
          Expected dividend yield                                             -
          ======================================================================


                                       65
<PAGE>

NYMOX PHARMACEUTICAL CORPORATION
Notes to Consolidated Financial Statements

Years ended December 31, 2002, 2001 and 2000
(in US dollars)

--------------------------------------------------------------------------------

10.  Earnings per share (continued):

     (b)  Stock-based compensation:

          The following table summarizes the weighted average grant-date fair
          value per share for options granted during the year ended December 31,
          2002:

          ======================================================================
                                                                Weighted average
                                                  Number of      grant-date fair
                                                    options      value per share
          ----------------------------------------------------------------------
          Exercise price per share equal
           to market price per share                 20,000              $  4.45
          ======================================================================

          Dividend yield was excluded from the calculation, since it is the
          present policy of the Corporation to retain all earnings to finance
          operations. In addition, option valuation models require the input of
          highly subjective assumptions including the expected stock price
          volatility.


11.  Financial instruments:

     (a)  Foreign currency risk management:

          Effective January 1, 2000, the Corporation adopted the US dollar as
          its measurement currency because a substantial portion of revenues,
          expenses, assets and liabilities of its Canadian and US operations are
          denominated in US dollars. The Canadian operation also has
          transactions denominated in Canadian dollars, principally relating to
          salaries and rent. Fluctuations in the currency used for the payment
          of the Corporation's expenses denominated in currencies other than the
          US dollar could cause unanticipated fluctuations in the Corporation's
          operating results. The Corporation does not engage in the use of
          derivative financial instruments to manage its currency exposures.

     (b)  Fair value disclosure:

          Fair value estimates are made as of a specific point in time using
          available information about the financial instrument. These estimates
          are subjective in nature and often cannot be determined with
          precision.

          The Corporation has determined that the carrying value of its
          short-term financial assets and liabilities approximates fair value
          due to the immediate or short-term maturity of these financial
          instruments. The fair value of the long-term receivables cannot be
          determined because settlement is tied to the redemption of the
          preferred shares. See note 6.


                                       66
<PAGE>

NYMOX PHARMACEUTICAL CORPORATION
Notes to Consolidated Financial Statements

Years ended December 31, 2002, 2001 and 2000
(in US dollars)

--------------------------------------------------------------------------------


11.  Financial instruments (continued):

     (c)  Credit risk:

          Credit risk results from the possibility that a loss may occur from
          the failure of another party to perform according to the terms of the
          contract. Financial instruments that potentially subject the
          Corporation to concentrations of credit risk consist primarily of cash
          and accounts receivable. Cash is maintained with a high-credit quality
          financial institution. For accounts receivable, the Corporation
          performs periodic credit evaluations and typically does not require
          collateral. Allowances are maintained for potential credit losses
          consistent with the credit risk, historical trends, general economic
          conditions and other information.

     (d)  Interest rate risk:

          The Company's exposure to interest rate risk is as follows:

          ======================================================================

          Cash                                               Fixed interest rate
          Notes payable                                   Floating interest rate

          ======================================================================


12.  Canadian/U.S. Reporting Differences:

     (a)  Consolidated statements of earnings:

          The reconciliation of earnings reported in accordance with Canadian
          GAAP and with U.S. GAAP is as follows:

================================================================================
                                             2002           2001           2000
--------------------------------------------------------------------------------

Net loss, Canadian GAAP               $(3,422,019)   $(3,049,504)   $(4,023,979)

Adjustments:
  Amortization of patents (i)               9,410          9,411          9,361
  Stock-based compensation - options
   granted to non-employees (ii)          (41,140)       (55,040)      (257,690)

--------------------------------------------------------------------------------
Net loss, U.S. GAAP                   $(3,453,749)   $(3,095,133)   $(4,272,308)
================================================================================

Loss per share, U.S. GAAP             $     (0.15)   $     (0.14)   $     (0.20)


                                       67
<PAGE>

NYMOX PHARMACEUTICAL CORPORATION
Notes to Consolidated Financial Statements

Years ended December 31, 2002, 2001 and 2000
(in US dollars)

--------------------------------------------------------------------------------

12.  Canadian/U.S. Reporting Differences (continued):

     (b)  Consolidated shareholders' equity:

          The reconciliation of shareholders' equity reported in accordance with
          Canadian GAAP and with U.S. GAAP is as follows:

================================================================================
                                             2002           2001           2000
--------------------------------------------------------------------------------

Shareholders' equity, Canadian GAAP   $ 2,086,930    $ 2,644,748    $ 3,260,942

Adjustments:
  Amortization of patents (i)            (129,125)      (138,535)      (147,946)
  Stock-based compensation - options
   granted to non-employees (ii):
     Cumulative compensation expense   (1,301,723)    (1,260,583)    (1,205,543)
     Additional paid-in capital         1,354,286      1,313,146      1,258,106
  Change in reporting currency (iii)      (62,672)       (62,672)       (62,672)
--------------------------------------------------------------------------------
                                         (139,234)      (148,644)      (158,055)

--------------------------------------------------------------------------------
Shareholders' equity, U.S. GAAP       $ 1,947,696    $ 2,496,104    $ 3,102,887
================================================================================
                                            2002           2001           2000
--------------------------------------------------------------------------------

(i)   In accordance with APB Opinion 17, Intangible Assets, the patents are
      amortized using the straight-line method over the legal life of the
      patents from the date the patent was secured. For Canadian GAAP purposes,
      patents are amortized commencing in the year of commercial production of
      the developed products.

(ii)  In accordance with FAS 123, Accounting for Stock-Based Compensation,
      compensation related to the stock options granted to non-employees prior
      to January 1, 2002 has been recorded in the accounts based on the fair
      value of the stock options at the grant date. The fair value of the stock
      options was estimated as described in note 12 (d) (2).

(iii) Change in reporting currency:

      The Corporation adopted the US dollar as its reporting currency effective
      January 1, 2000. For Canadian GAAP purposes, the financial information for
      1999 has been translated into US dollars at the December 31, 1999 exchange
      rate. For United States GAAP reporting purposes, assets and liabilities
      for all years presented have been translated into US dollars at the ending
      exchange rate for the respective year and the statement of earnings at the
      average exchange rate for the respective year.


                                       68
<PAGE>

NYMOX PHARMACEUTICAL CORPORATION
Notes to Consolidated Financial Statements

Years ended December 31, 2002, 2001 and 2000
(in US dollars)

--------------------------------------------------------------------------------

12.  Canadian/U.S. Reporting Differences (continued):

     (c)  Consolidated comprehensive income:

          FAS 130, Reporting Comprehensive Income, requires the Corporation to
          report and display certain information related to comprehensive income
          for the Corporation. There were no adjustments to the net loss, US
          GAAP, required to reconcile to the comprehensive loss.

     (d)  Other disclosures required by United States GAAP:

          (1)  Development stage company:

               The Corporation is in the process of developing unique patented
               products which are subject to approval by the regulatory
               authorities. It has had limited revenues to date on the sale of
               its products under development. Accordingly, the Corporation is a
               development stage company as defined in Statement of Financial
               Accounting Standards No. 7 and the following additional
               disclosures are provided:

          ======================================================================
                                                Cumulative           Cumulative
                                         since the date of    since the date of
                                              inception of         inception of
                                           the Corporation      the Corporation
                                           to December 31,      to December 31,
                                                      2002                 2001
          ----------------------------------------------------------------------

          Revenues:
             Sales                            $  1,024,226         $    668,064
             Interest revenue                      507,654              502,068
             License revenue                        97,403               97,403
             Research contract                      30,000               30,000

          Expenses:
             Gross research and
              development expenditures          12,750,790           11,044,704
             Other expenses                     15,490,300           13,395,963

          Cash inflows (outflows):
             Operating activities              (24,027,858)         (21,588,838)
             Investing activities               (1,179,834)            (778,198)
             Financing activities               27,308,740           24,296,442

          ======================================================================

                                       69
<PAGE>

NYMOX PHARMACEUTICAL CORPORATION
Notes to Consolidated Financial Statements

Years ended December 31, 2002, 2001 and 2000
(in US dollars)

--------------------------------------------------------------------------------


<TABLE>

12.  Canadian/U.S. Reporting Differences (continued):

     (d)  Other disclosures required by United States GAAP (continued):

          (1)  Development stage company (continued):

               The statement of shareholders' equity since date of inception is presented below:

<CAPTION>
==================================================================================================================
                                                                       Additional
                                         Number of                        paid-in    Accumulated
                                            shares    Consideration       capital        deficit            Total
------------------------------------------------------------------------------------------------------------------

<S>                                      <C>             <C>                 <C>     <C>             <C>
Year ended July 31, 1990:
   Common shares issued                  2,500,000       $  172,414          $  -    $         -     $    172,414
   Net loss                                      -                -             -        (109,241)       (109,241)
   ---------------------------------------------------------------------------------------------------------------
   Balance, July 31, 1990                2,500,000          172,414             -        (109,241)         63,173

Year ended July 31, 1991:
   Net loss                                      -                -             -         (21,588)        (21,588)
   Cumulative translation adjustment             -            1,499             -            (950)            549
   ---------------------------------------------------------------------------------------------------------------
   Balance, July 31, 1991                2,500,000          173,913             -        (131,779)         42,134

Year ended July 31, 1992:
   Common shares issued                      9,375           31,468             -               -          31,468
   Net loss                                      -                -             -         (45,555)        (45,555)
   Cumulative translation adjustment             -           (6,086)            -           5,598            (488)
   ---------------------------------------------------------------------------------------------------------------
   Balance, July 31, 1992                2,509,375          199,295             -        (171,736)         27,559

Year ended July 31, 1993:
   Common shares issued                    201,250          159,944             -               -         159,944
   Common shares cancelled                (500,000)               -             -               -               -
   Net loss                                      -                -             -         (38,894)        (38,894)
   Cumulative translation adjustment             -          (13,994)            -          12,830          (1,164)
   ---------------------------------------------------------------------------------------------------------------
   Balance, July 31, 1993                2,210,625          345,245             -        (197,800)        147,445

Year ended July 31, 1994:
   Common shares issued                      2,500            7,233             -               -           7,233
   Net loss                                      -                -             -         (53,225)        (53,225)
   Cumulative translation adjustment             -          (25,173)            -          15,808          (9,365)
   ---------------------------------------------------------------------------------------------------------------
   Balance, July 31, 1994                2,213,125          327,305             -        (235,217)         92,088

Year ended July 31, 1995:
   Common shares issued                     78,078          303,380             -               -         303,380
   Net loss                                      -                -             -        (285,910)       (285,910)
   Cumulative translation adjustment             -            5,196             -          (7,221)         (2,025)
   ---------------------------------------------------------------------------------------------------------------
   Balance, July 31, 1995                2,291,203          635,881             -        (528,348)        107,533

Period ended December 31, 1995:
   Adjustment necessary to
   increase the number of
   common shares                        12,708,797                -             -               -               -
   Adjusted number of
   common shares                        15,000,000          635,881             -        (528,348)        107,533
   Common shares issued                  2,047,082        2,997,284             -               -       2,997,284
   Net loss                                      -                -             -      (1,194,226)     (1,194,226)
   Share issue costs                             -         (153,810)            -               -        (153,810)
   Cumulative translation adjustment             -            2,858             -          (6,328)         (3,470)
   ---------------------------------------------------------------------------------------------------------------

   Balance, December 31, 1995
    carried forward                     17,047,082        3,482,213             -      (1,728,902)      1,753,311
</TABLE>


                                                        70
<PAGE>

NYMOX PHARMACEUTICAL CORPORATION
Notes to Consolidated Financial Statements
Years ended December 31, 2002, 2001 and 2000
(in US dollars)
--------------------------------------------------------------------------------


<TABLE>
12.  Canadian/U.S. Reporting Differences (continued):

     (d)  Other disclosures required by United States GAAP (continued):

          (1)  Development stage company (continued):

               The statement of shareholders' equity since date of inception is presented below (continued):

<CAPTION>
==================================================================================================================
                                                                       Additional
                                          Number of                       paid-in     Accumulated
                                             shares   Consideration       capital         deficit          Total
------------------------------------------------------------------------------------------------------------------

<S>                                      <C>             <C>            <C>          <C>             <C>
Balance, December 31, 1995
 brought forward                         17,047,082     $ 3,482,213     $       -    $ (1,728,902)   $ 1,753,311

Year ended December 31, 1996:
   Common shares issued                     882,300       3,852,364             -               -      3,852,364
   Net loss                                       -               -             -      (3,175,587)    (3,175,587)
   Share issue costs                              -        (170,699)            -               -       (170,699)
   Stock-based compensation                       -               -       434,145               -        434,145
   Cumulative translation adjustment              -         (16,769)       (2,217)         24,544          5,558
   ---------------------------------------------------------------------------------------------------------------
Balance, December 31, 1996               17,929,382       7,147,109       431,928      (4,879,945)     2,699,092

Year ended December 31, 1997:
   Common shares issued                     703,491       3,180,666             -               -      3,180,666
   Net loss                                       -             -               -      (3,755,409)    (3,755,409)
   Share issue costs                              -        (161,482)            -               -       (161,482)
   Capital stock subscription                     -         352,324             -               -        352,324
   Stock-based compensation                       -               -       108,350               -        108,350
   Cumulative translation adjustment              -        (299,275)      (21,578)        325,364          4,511
   ---------------------------------------------------------------------------------------------------------------
Balance, December 31, 1997               18,632,873      10,219,342       518,700      (8,309,990)     2,428,052

Year ended December 31, 1998:
   Common shares issued                   1,095,031       5,644,638             -               -      5,644,638
   Net loss                                       -               -             -      (4,979,562)    (4,979,562)
   Share issue costs                              -         (54,131)            -               -        (54,131)
   Stock-based compensation                       -               -       274,088               -        274,088
   Cumulative translation adjustment              -        (685,156)      (43,750)        720,173         (8,733)
   ---------------------------------------------------------------------------------------------------------------
Balance, December 31, 1998               19,727,904      15,124,693       749,038     (12,569,379)     3,304,352

Year ended December 31, 1999:
   Common shares issued                     275,900         969,253             -               -        969,253
   Net loss                                       -               -             -      (3,409,166)    (3,409,166)
   Share issue costs                              -         (35,041)            -               -        (35,041)
   Stock-based compensation                       -               -       198,815               -        198,815
   Cumulative translation adjustment              -         943,133        52,563        (884,178)       111,518
   ---------------------------------------------------------------------------------------------------------------
Balance, December 31, 1999               20,003,804      17,002,038     1,000,416     (16,862,723)     1,139,731

Year ended December 31, 2000:
   Common shares issued                   1,373,817       5,909,340             -               -      5,909,340
   Warrants and options                           -         421,638             -               -        421,638
   Net loss                                       -               -             -      (4,272,308)    (4,272,308)
   Share issue costs                              -        (353,204)            -               -       (353,204)
   Stock-based compensation                       -               -       257,690               -        257,690
   ---------------------------------------------------------------------------------------------------------------
Balance, December 31, 2000
 carried forward                         21,377,621      22,979,812     1,258,106     (21,135,031)     3,102,887
</TABLE>


                                                        71
<PAGE>


NYMOX PHARMACEUTICAL CORPORATION
Notes to Consolidated Financial Statements

Years ended December 31, 2002, 2001 and 2000
(in US dollars)

--------------------------------------------------------------------------------


<TABLE>
12.  Canadian/U.S. Reporting Differences (continued):

     (d)  Other disclosures required by United States GAAP (continued):

          (1)  Development stage company (continued):

               The statement of shareholders' equity since date of inception is presented below (continued):

<CAPTION>
=================================================================================================================
                                                                        Additional
                                          Number of                        paid-in    Accumulated
                                             shares    Consideration       capital        deficit          Total
-----------------------------------------------------------------------------------------------------------------

<S>                                      <C>             <C>            <C>          <C>             <C>
Balance, December 31, 2000
brought forward                          21,377,621      $22,979,812    $1,258,106   $(21,135,031)   $ 3,102,887

Year ended December 31, 2001:
   Common shares issued                     919,904        2,554,254             -              -      2,554,254
   Net loss                                       -                -             -     (3,095,133)    (3,095,133)
   Share issue costs                              -         (120,944)            -              -       (120,944)
   Stock-based compensation                       -                -        55,040              -         55,040
   ---------------------------------------------------------------------------------------------------------------
Balance, December 31, 2001               22,297,525       25,413,122     1,313,146    (24,230,164)     2,496,104

Year ended December 31, 2002:
   Common shares issued                     723,429        3,031,043             -              -      3,031,043
   Net loss                                       -                -             -     (3,453,749)    (3,453,749)
   Share issue costs                              -         (166,842)            -              -       (166,842)
   Stock-based compensation                       -                -        41,140              -         41,140
   ---------------------------------------------------------------------------------------------------------------
Balance, December 31, 2002               23,020,954      $28,277,323    $1,354,286   $(27,683,913)   $ 1,947,696
==================================================================================================================
</TABLE>



                                                        72
<PAGE>


NYMOX PHARMACEUTICAL CORPORATION
Notes to Consolidated Financial Statements

Years ended December 31, 2002, 2001 and 2000
(in US dollars)

--------------------------------------------------------------------------------

12.  Canadian/U.S. Reporting Differences (continued):

     (d)  Other disclosures required by United States GAAP (continued):

          (2)  Stock-based compensation:

               For US GAAP purposes, the Corporation applies APB Opinion 25,
               Accounting for Stock Issued to Employees, in accounting for its
               stock option plan, and, accordingly, no compensation cost has
               been recognized for stock options granted to employees in these
               financial statements. As explained in note 12 (b), compensation
               cost has been recognized for stock options granted to
               non-employees. Had compensation cost been determined for stock
               options granted to employees based on the fair value at the grant
               dates for awards under the plan consistent with the method of
               FASB Statement 123, Accounting for Stock-Based Compensation, the
               Corporation's net earnings and loss per share would have been
               adjusted to the pro-forma amounts indicated below for US GAAP:

================================================================================
                                             2002           2001           2000
--------------------------------------------------------------------------------

Net loss     As reported  (US GAAP)   $(3,453,749)   $(3,095,133)   $(4,272,308)
             Deduct: stock-based
               employee
               compensation cost,
               net of taxes of nil,
               under SFAS 123            (221,500)      (251,969)    (1,612,611)

--------------------------------------------------------------------------------
             Pro-forma                $(3,675,249)   $(3,347,102)   $(5,884,919)
================================================================================

Loss per     As reported  (US GAAP)   $     (0.15)   $     (0.14)   $     (0.20)
 share       Pro-forma                      (0.16)         (0.15)         (0.28)

================================================================================


               The fair value of each option grant was estimated on the date of
               grant using the Black-Scholes option-pricing model with the
               following weighted average assumptions: risk-free interest rate
               of 4.49% (2001 - 5.49%; 2000 - 5.50%), dividend yield of 0%,
               expected volatility of 54% (2001 - 163%; 2000 - 80%), and
               expected life of 5 years.

     (e)  Recent accounting pronouncements:

          In August 2001, FASB issued SFAS No. 143, "Accounting for Asset
          Retirement Obligations". SFAS No. 143 requires the Corporation to
          record the fair value of an asset retirement obligation as a liability
          in the period in which it incurs a legal obligation associated with
          the retirement of tangible long-lived assets. This statement is
          effective for the Corporation's fiscal year beginning January 1, 2003.
          The Corporation does not expect SFAS No. 143 to have an impact on its
          financial statements.


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<PAGE>

NYMOX PHARMACEUTICAL CORPORATION
Notes to Consolidated Financial Statements

Years ended December 31, 2002, 2001 and 2000
(in US dollars)

--------------------------------------------------------------------------------


12.  Canadian/U.S. Reporting Differences (continued):

     (e)  Recent accounting pronouncements (continued):

          In April 2002, FASB issued SFAS No. 145, "Rescission of FASB
          Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13 and
          Technical Corrections". In June 2002, FASB issued SFAS No. 146,
          "Accounting for Costs Associated with Exit or Disposal Activities".
          SFAS No. 145 and 146 will be effective for the Corporation's fiscal
          year beginning January 1, 2003. The Corporation does not expect SFAS
          No. 145 and 146 to have a material impact on its financial statements.


13.  Segment disclosures:

     The Corporation operates in one reporting segment - the research and
     development of products for the treatment of Alzheimer's and other
     diseases. Geographic segment information is as follows:

     ===========================================================================
                                                                         United
                                                      Canada             States
     ---------------------------------------------------------------------------

     Revenues:
         2002                                    $     6,327        $   355,421
         2001                                        145,501            235,108
         2000                                         68,179            157,688

     Net loss:
         2002                                     (2,660,160)          (761,859)
         2001                                     (2,257,157)          (792,347)
         2000                                     (2,558,476)        (1,465,503)

     Property and equipment, patents
      and intellectual property:
         2002                                      3,102,806            305,985
         2001                                      3,086,869            284,655

     Total assets:
         2002                                      3,791,072            567,585
         2001                                      3,629,455            562,786

     ===========================================================================


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<PAGE>

NYMOX PHARMACEUTICAL CORPORATION
Notes to Consolidated Financial Statements

Years ended December 31, 2002, 2001 and 2000
(in US dollars)

--------------------------------------------------------------------------------


13.  Segment disclosures (continued):

     Major customers:

     Customers that accounted for greater than 10% of revenues in 2002 and 2001
     were as follows:

     ===========================================================================
                                                              2002      2001
     ---------------------------------------------------------------------------

     Customer A                                                33%       N/A
     Customer B                                                21%       N/A
     Customer C                                                11%       N/A
     Customer D                                                N/A       26%

     ===========================================================================


     In 2000, no single customer accounted for more than 10% of revenues.


14.  Comparative figures:

     Certain of the comparative figures have been reclassified to conform to the
     presentation adopted in the current year.


15.  Subsequent events:

     (a)  Common Stock Private Purchase Agreement:

          In January 2003, the Corporation entered into a Common Stock Private
          Purchase Agreement with an investment company (the "Purchaser") that
          establishes the terms and conditions for the purchase of common shares
          by the Purchaser. In general, the Corporation can, at its discretion,
          require the purchaser to purchase up to $5 million of common shares
          over a twenty-four-month period based on notices given by the
          Corporation.

          The number of shares to be issued in connection with each notice shall
          be equal to the amount specified in the notice divided by 97% of the
          average price of the Corporation's common shares for the five days
          preceding the giving of the notice. The maximum amount of each notice
          is $500,000 and the minimum amount is $150,000. The Corporation may
          terminate the agreement before the 24-month term if it has issued at
          least $3 million of common shares under the agreement.

          In February 2003, the Corporation issued 107,382 common shares to the
          Purchaser for aggregate proceeds of $400,000 under this agreement.


                                       75
<PAGE>

NYMOX PHARMACEUTICAL CORPORATION
Notes to Consolidated Financial Statements

Years ended December 31, 2002, 2001 and 2000
(in US dollars)

--------------------------------------------------------------------------------


15.  Subsequent events (continued):

     (b)  Exercise of warrants:

          In February 2003, the Corporation issued 100,000 common shares
          pursuant to the exercise of Series K warrants and received proceeds of
          $206,000.

     (c)  Repayment of notes payable:

          In February 2003, the Corporation repaid $200,000 of notes payable.




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<PAGE>


ITEM 9. OFFER AND LISTING DETAILS

Nymox's common shares trade on the Nasdaq Stock Market. Nymox's common shares
traded on the Nasdaq National Market from December 1, 1997 until September 16,
1999 when they began trading on the Nasdaq SmallCap Market. Nymox's common
shares also traded on the Montreal Exchange from December 18, 1995 until
November 19, 1999.

The following tables set out the high and low reported trading prices of the
common shares on the Nasdaq Stock Market during the periods indicated.

Annual High and Low Market Prices - Past Five Years

     YEAR                   ANNUAL HIGH                   ANNUAL LOW
     ----                   -----------                   ----------
     1998                     $13.625                       $2.500
     1999                     $ 5.875                       $2.500
     2000                     $10.563                       $1.063
     2001                     $ 4.910                       $1.750
     2002                     $ 5.750                       $2.800
     2003                     $ 4.400                       $2.990

Quarterly High and Low Market Prices - Past Two Years

     YEAR      QUARTERLY PERIOD      HIGH SALES PRICE      LOW SALES PRICE
     ----      ----------------      ----------------      ---------------
     2001         1st Quarter             $3.000                $1.750
                  2nd Quarter             $3.100                $1.760
                  3rd Quarter             $4.910                $2.310
                  4th Quarter             $5.000                $3.650

     2002         1st Quarter             $4.410                $3.500
                  2nd Quarter             $4.750                $2.810
                  3rd Quarter             $5.750                $3.050
                  4th Quarter             $4.500                $2.800

     2003         1st Quarter             $4.400                $3.410
     2003         2nd Quarter             $3.990                $2.990




                                       77
<PAGE>

Monthly High and Low Market Prices - Most Recent Six Months

     DATE                      MONTHLY HIGH              MONTHLY LOW
    -----                      ------------              -----------
     November, 2002               $4.220                   $3.460
     December, 2002               $4.500                   $3.320
     January, 2003                $4.150                   $3.410
     February, 2003               $4.400                   $4.160
     March, 2003                  $4.190                   $3.750
     April, 2003                  $3.990                   $2.990

ITEM 10. ADDITIONAL INFORMATION

Warrants Outstanding

     Description     Warrants Issued     Exercise Price      Expiry Date
     -----------     ---------------     --------------     -------------
     Series H              66,667            $9.375         Mar. 6, 2004
     Series I              26,667            $7.8125        Mar. 6, 2004
     Series E             200,000            $4.5315        Nov. 30, 2004
     Series F             160,000            $4.0625        Nov. 30, 2004
     Series G             109,879            $3.70          Jan. 8, 2005
     Series G               5,783            $3.70          Jan. 8, 2005
     Series J              42,864            $3.70          Jul. 31, 2005

The total number of shares subject to options at April 30, 2003 is 1,654,000, of
which options representing 1,489,000 are currently exercisable. Of those, the
total number of shares subject to options held by directors and officers of
Nymox is 930,000 of which options representing 825,000 shares are currently
exercisable.

There are no rights, warrants or options presently outstanding under which Nymox
could issue additional common shares, with the exception of options enabling
certain directors, employees and consultants of Nymox to acquire common shares
under Nymox's stock option plan and of warrants entitling the holders to acquire
up to 611,860 common shares of Nymox as outlined in the above table.

Memorandum and Articles of Association

Bylaws And Articles Of Incorporation

The company's Articles of Incorporation as amended, which we refer to as our
articles of incorporation, are on file with the Corporations Directorate of
Industry Canada under Corporation Number 315235-9. Our articles of incorporation
do not include a stated purpose and do not place any restrictions on the
business that the company may carry on.

Directors

A director of our company need not be a shareholder. In accordance with our
bylaws and the Canada Business Corporations Act, at least 25% of our directors
must be residents of Canada. In order to serve


                                       78
<PAGE>

as a director, a person must be a natural person at least 18 years of age, of
sound mind and not bankrupt. Neither our articles of incorporation or by-laws,
nor the Canada Business Corporations Act, impose any mandatory retirement
requirements for directors.

A director who is a party to, or who is a director or officer of or has a
material interest in any person who is a party to, a material contract or
transaction or proposed material contract or transaction with our company must
disclose to the company the nature and extent of his or her interest at the time
and in the manner provided by the Canada Business Corporations Act. The Canada
Business Corporations Act prohibits such a director from voting on any
resolution to approve the contract or transaction unless the contract or
transaction:

     o    Is an arrangement by way of security for money lent to or obligations
          undertaken by the director for the benefit of the company or an
          affiliate;

     o    relates primarily to his or her remuneration as a director, officer,
          employee or agent of the company or an affiliate;

     o    is for indemnity or insurance for director's liability as permitted by
          the Act; or

     o    is with an affiliate.

Our board of directors may, on behalf of the company and without authorization
of our shareholders:

     o    borrow money upon the credit of the company;

     o    issue, reissue, sell or pledge debt obligations of the company;

     o    give a guarantee on behalf of the company to secure performance of an
          obligation of any person; and

     o    mortgage, hypothecate, pledge or otherwise create a security interest
          in all or any property of the company, owned or subsequently acquired,
          to secure any obligation of the company.

The Canada Business Corporations Act prohibits the giving of a guarantee to any
shareholder, director, officer or employee of the company or of an affiliated
corporation or to an associate of any such person for any purpose or to any
person for the purpose of or in connection with a purchase of a share issued or
to be issued by the company or its affiliates, where there are reasonable
grounds for believing that the company is or, after giving the guarantee, would
be unable to pay its liabilities as they become due, or the realizable value of
the company's assets in the form of assets pledged or encumbered to secure a
guarantee, after giving the guarantee, would be less than the aggregate of the
company's liabilities and stated capital of all classes.

These borrowing powers may be varied by the company's bylaws or its articles of
incorporation. However, our bylaws and articles of incorporation do not contain
any restrictions on or variations of these borrowing powers.

Common Shares

Our articles of incorporation authorize the issuance of an unlimited number of
common shares. They do not authorize the issuance of any other class of shares.

                                       79
<PAGE>

The holders of the common shares of our Company are entitled to receive notice
of and to attend all meetings of the shareholders of our Company and have one
vote for each common share held at all meetings of the shareholders of our
Company. Our directors are elected at each annual meeting of shareholders and do
not stand for reelection at staggered intervals.

The holders of common shares are entitled to receive dividends and our company
will pay dividends, as and when declared by our board of directors, out of
moneys properly applicable to the payment of dividends, in such amount and in
such form as our board of directors may from time to time determine, and all
dividends which our board of directors may declare on the common shares shall be
declared and paid in equal amounts per share on all common shares at the time
outstanding.

In the event of the dissolution, liquidation or winding-up of the company,
whether voluntary or involuntary, or any other distribution of assets of the
company among its shareholders for the purpose of winding up its affairs, the
holders of the common shares will be entitled to receive the remaining property
and assets of the company.

Action Necessary To Change Rights Of Shareholders

In order to change the rights of our shareholders, we would need to amend our
articles of incorporation to effect the change. Such an amendment would require
the approval of holders of two-thirds of the shares cast at a duly called
special meeting. For certain amendments such as those creating of a class of
preferred shares, a shareholder is entitled to dissent in respect of such a
resolution amending our articles and, if the resolution is adopted and the
company implements such changes, demand payment of the fair value of its shares.

Meetings Of Shareholders

An annual meeting of shareholders is held each year for the purpose of
considering the financial statements and reports, electing directors, appointing
auditors and for the transaction of other business as may be brought before the
meeting. The board of directors has the power to call a special meeting of
shareholders at any time.

Notice of the time and place of each meeting of shareholders must be given not
less than 21 days, nor more than 50 days, before the date of each meeting to
each director, to the auditor and to each shareholder who at the close of
business on the record date for notice is entered in the securities register as
the holder of one or more shares carrying the right to vote at the meeting.
Notice of meeting of shareholders called for any other purpose other than
consideration of the minutes of an earlier meeting, financial statements and
auditor's report, election of directors and reappointment of the incumbent
auditor, must state the nature of the business in sufficient detail to permit
the shareholder to form a reasoned judgment on and must state the text of any
special resolution or by-law to be submitted to the meeting.

The only persons entitled to be present at a meeting of shareholders are those
entitled to vote, the directors of the company and the auditor of the company.
Any other person may be admitted only on the invitation of the chairman of the
meeting or with the consent of the meeting. In circumstances where a court
orders a meeting of shareholders, the court may direct how the meeting may be
held, including who may attend the meeting.

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<PAGE>

Limitations On Right To Own Securities

Neither Canadian law nor our articles or by-laws limit the right of a
nonresident to hold or vote our shares, other than as provided in the Investment
Canada Act (the "Investment Act"), as amended by the World Trade Organization
Agreement Implementation Act. The Investment Act generally prohibits
implementation of a direct reviewable investment by an individual, government or
agency thereof, corporation, partnership, trust or joint venture that is not a
"Canadian," as defined in the Investment Act (a "non-Canadian"), unless, after
review, the minister responsible for the Investment Act is satisfied that the
investment is likely to be of net benefit to Canada. An investment in our shares
by a non-Canadian (other than a "WTO Investor," as defined below) would be
reviewable under the Investment Act if it were an investment to acquire direct
control of our company, and the value of the assets of our company were CDN$5.0
million or more (provided that immediately prior to the implementation of the
investment our company was not controlled by WTO Investors). An investment in
our shares by a WTO Investor (or by a non-Canadian other than a WTO Investor if,
immediately prior to the implementation of the investment our company was
controlled by WTO Investors) would be reviewable under the Investment Act if it
were an investment to acquire direct control of our company (in 2001) and the
value of the assets of our company equaled or exceeded CDN$209.0 million. A
non-Canadian, whether a WTO Investor or otherwise, would be deemed to acquire
control of our company for purposes of the Investment Act if he or she acquired
a majority of the our shares. The acquisition of less than a majority, but at
least one-third of our shares, would be presumed to be an acquisition of control
of our company, unless it could be established that we were not controlled in
fact by the acquirer through the ownership of our shares. In general, an
individual is a WTO Investor if he or she is a "national" of a country (other
than Canada) that is a member of the World Trade Organization ("WTO Member") or
has a right of permanent residence in a WTO Member. A corporation or other
entity will be a "WTO Investor" if it is a "WTO investor-controlled entity,"
pursuant to detailed rules set out in the Investment Act. The United States is a
WTO Member. Certain transactions involving our shares would be exempt from the
Investment Act, including:

     (a)  an acquisition of our shares if the acquisition were made in the
          ordinary course of that person's business as a trader or dealer in
          securities;

     (b)  an acquisition of control of our company in connection with the
          foreclosure of a security interest granted for a loan or other
          assistance and not for any purpose related to the provisions the
          Investment Act; and

     (c)  an acquisition of control of our company by reason of an amalgamation,
          consolidation or corporate reorganization, following which the direct
          or indirect control in fact of our company, through ownership of
          voting interests, remains unchanged.

Change Of Control

There are no provisions of our bylaws or articles of incorporation that would
have an effect of delaying, deferring or preventing a change in control of the
company and that would operate only with respect to a merger, acquisition or
corporate restructuring involving the company. Our bylaws do not contain a
provision governing the ownership threshold above which shareholder ownership
must be disclosed.

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<PAGE>

Material Contracts

The following is a summary of our company's material contracts, entered into
since January 1, 1999.

     1.   The Common Stock Private Purchase Agreement between Nymox
          Pharmaceutical Corporation and Lorros-Greyse Investments Limited
          January 27, 2003. This agreement established a financing commitment
          for $5 million over a twenty-four month period starting January 27,
          2003. The terms and conditions of this commitment are further
          described in "Liquidity and Capital Resources" section in Item 5 of
          this report.

     2.   The Common Stock Purchase Agreement and Registration Rights Agreement
          between Nymox Pharmaceutical Corporation and Jaspas Investments
          Limited November 1, 1999. These agreements expired in January 2003.
          The terms and conditions of these agreements are further described in
          our F-1 Registration Statement filed with the SEC on November 9, and
          declared effective on December 4, 2001.

     3.   The Research and License Agreement between Rhode Island Hospital and
          Nymox Corporation dated May 20, 1999. Under this agreement, Nymox
          sponsors the research of two principal investigators, Dr. Suzanne de
          Monte and Dr. Jack Wands, pertaining to the use of neural thread
          protein diagnostic or therapeutic purposes in return for licensing
          rights to and patents arising out of this research. The sponsorship
          agreement was recently extended to March 1, 2005.

     4.   The Share Purchase Agreement between Nymox Pharmaceutical Corporation
          and. Judith Fitzpatrick dated January 8, 2000. Under this agreement,
          we acquired 1,008,250 shares of the common stock of Serex, Inc. on
          March 2, 2000, which represented a majority interest of that company,
          in exchange for the issuance of 187,951 of our common shares and
          warrants (Series G) to purchase 115,662 of our shares at a strike
          price of $3.70 per share.

     5.   The Common Stock and Warrants Purchase Agreement dated March 6, 2000
          between Nymox Pharmaceutical Corporation and Amro International, S.A.
          ("Amro"). Under this Agreement, Amro purchased 666,667 common shares
          of Nymox and received a warrant to purchase up to 66,667 common shares
          of Nymox at a strike price of $9.375 per share, for an aggregate of $4
          million. The Agreement provided Amro with two opportunities to reprice
          a portion of the 666,667 common shares it initially purchased.
          Pursuant to these two repricing obligations, Nymox issued Amro a
          further 154,970 common shares.

Exchange Controls

Canada has no system of exchange controls. There are no exchange restrictions on
borrowing from foreign countries or on the remittance of dividends, interest,
royalties and similar payments, management fees, loan repayments, settlement of
trade debts or the repatriation of capital.

There are no limitations on the rights of non-Canadians to exercise voting
rights on their shares of Nymox.

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<PAGE>

TAXATION

U.S. Federal Income Tax Considerations for U.S. Persons

This section contains a summary of certain U.S. federal income tax
considerations for U.S. Persons (as defined below) who hold common shares of
Nymox. This summary is based upon the Internal Revenue Code of 1986, as amended
(the "Code"), Treasury regulations, rulings of the Internal Revenue Service (the
"IRS"), and judicial decisions in existence on the date hereof, all of which are
subject to change. Any such change could apply retroactively and could have
adverse consequences to Nymox and its shareholders. This summary is necessarily
general and does not attempt to summarize all aspects of the federal tax laws
(and does not attempt to summarize any state or local laws) that may affect an
investor's acquisition of an interest in Nymox. No ruling from the IRS will be
requested and no assurance can be given that the IRS will agree with the tax
consequences described in this summary.

For purposes of this discussion, the term "U.S. Person" means (a) an individual
who is a citizen of the United States or who is resident in the United States
for United States federal income tax purposes, (b) a corporation or a
partnership that is organized under the laws of the United States or any state
thereof, (c) an estate the income of which is subject to United States federal
income taxation regardless of its source, or (d) a trust (i) that is subject to
the supervision of a court within the United States and is subject to the
control of one or more United States persons as described in section 7701(a)(30)
of the Code, or (ii) that has a valid election in effect under applicable
Treasury regulations to be treated as a United States person. The term "U.S.
Holder" means a shareholder of Nymox who is a U.S. Person. The term "foreign
corporation" means an entity that is classified as a corporation for U.S.
federal income tax purposes and that is not organized under the laws of the
United States or any state thereof.

This summary does not discuss all United States federal income tax
considerations that may be relevant to U.S. Holders in light of their particular
circumstances or to certain holders that may be subject to special treatment
under United States federal income tax law (for example, insurance companies,
tax-exempt organizations, financial institutions, dealers in securities, persons
who hold shares as part of a straddle, hedging, constructive sale, or conversion
transaction, U.S. Holders whose functional currency is not the U.S. dollar, and
U.S. Holders who acquired shares through exercise of employee stock options or
otherwise as compensation for services). Furthermore, this summary does not
address any aspects of state or local taxation.

The tax consequences of an investment in Nymox are complex and based on tax
provisions that are subject to change. Prospective investors are urged to
consult with, and must depend upon, their own tax advisors with specific
reference to their own tax situations as to the income and other tax
consequences of an investment in Nymox.

Dividends and gains on sale. Except as described below with respect to the
"passive foreign investment company" rules, distributions by Nymox to a U.S.
Holder will be treated as ordinary dividend income to the extent of Nymox's
current and accumulated earnings and profits. Such dividends will not be
eligible for the dividend-received deduction generally allowed under the Code to
dividend recipients that are U.S. corporations. The amount of any distribution
in excess of Nymox's current and accumulated earnings and profits will first be
applied to reduce the U.S. Holder's tax basis in its Nymox common shares, and
any amount in excess of tax basis will be treated as gain from the sale or
exchange of the common shares. Except as described below with respect to the
"passive


                                       83
<PAGE>

foreign investment company" rules, any gain recognized by a U.S. Holder on a
sale or exchange of Nymox common shares (or on a distribution treated as a sale
or exchange) generally will be treated as capital gain. Capital gains of
corporations are taxable at the same rate as ordinary income. With respect to
non-corporate taxpayers, the excess of net long-term capital gain over net short
term capital loss may be taxed at a substantially lower rate than is ordinary
income. A capital gain or loss is long-term if the asset has been held for more
than one year and short-term if held for one year or less. In addition, the
distinction between capital gain or loss and ordinary income or loss is relevant
for purposes of limitations on the deductibility of capital losses.

A U.S. Holder generally may claim a credit against its U.S. federal income tax
liability for Canadian income tax withheld from dividends received on Nymox
common shares. The amount of this credit is subject to several limitations under
the Code.

Controlled foreign corporation rules. A foreign corporation generally is
classified as a "controlled foreign corporation" (a "CFC") if more than 50% of
the corporation's shares (by vote or value) are owned, directly or indirectly,
by "10% U.S. Shareholders". For this purpose, a "10% U.S. Shareholder" is a U.S.
Person that owns, directly or indirectly, shares possessing 10% or more of the
voting power in the foreign corporation. Nymox believes that it is not a CFC at
the present time. If Nymox were a CFC, each 10% U.S. Shareholder that owns,
directly or indirectly through foreign entities, an interest in Nymox generally
would be required to include in its gross income for U.S. federal income tax
purposes a pro-rata share of any "Subpart F" income earned by Nymox, whether or
not such income is distributed by Nymox. Subpart F income generally includes
interest, dividends, royalties, and gain on the sale of stock or securities.

Foreign personal holding company rules. In general, a foreign corporation is a
"foreign personal holding company" (a "FPHC") during a taxable year if (i) at
any time during the taxable year, more than 50% of the shares (by vote or value)
of the corporation are owned, directly or indirectly, by five or fewer
individuals who are U.S. Persons, and (ii) at least 50% of the gross income of
the corporation for the taxable year consists of "foreign personal holding
company income" (such as dividends, interest, royalties, and gains on the sale
of stock or securities). Nymox believes that it is not a FPHC at the present
time. If Nymox were a FPHC, each U.S. Person that owns, directly or indirectly
through foreign entities, an interest in Nymox generally would be required to
recognize, as a dividend, the U.S. Person's share of the undistributed annual
income of Nymox.

Passive foreign investment company rules. In general, a foreign corporation is a
"passive foreign investment company" (a "PFIC") during a taxable year if 75% or
more of its gross income for the taxable year constitutes "passive income" or if
50% or more of its assets (by average fair market value) held during the taxable
year produce, or are held for the production of, passive income. In general, any
U.S. Person that owns, directly or indirectly, an interest in a foreign
corporation will be subject to an interest charge (in addition to regular U.S.
federal income tax) upon the disposition by the U.S. Person of, or receipt by
the U.S. Person of "excess distributions" with respect to, any shares of the
foreign corporation if: (i) the foreign corporation is a PFIC during the taxable
year in which such income is realized by the U.S. Person; or (ii) the foreign
corporation was a PFIC during any prior taxable year that is included in whole
or in part in the U.S. Person's "holding period" (within the meaning of Section
1223 of the Code) with respect to its interest in the shares of the foreign
corporation. Furthermore, the U.S. Person's share of such gain or "excess
distribution" will be taxable as ordinary


                                       84
<PAGE>

income. There exist several other adverse tax consequences that may apply to any
U.S. Person that owns, directly or indirectly, an interest in a PFIC.

A U.S. Person that owns, directly or indirectly, an interest in a PFIC can elect
to treat such PFIC as a "qualified electing fund" (a "QEF") with respect to the
U.S. Person. In general, the effect of a QEF election with respect to a PFIC is
that, beginning with the first taxable year to which the election applies and in
all succeeding taxable years during which the foreign corporation is a PFIC, the
U.S. Person is required to include in its income its share of the ordinary
earnings and net capital gains of the PFIC. The U.S. Person is not taxable with
respect to any distribution by the PFIC from earnings that have been included
previously in the U.S. Person's income under the QEF provisions. If the QEF
election is made with respect to the first taxable year in which a U.S. Person
owns, directly or indirectly, an interest in the particular PFIC, the adverse
tax consequences described in the immediately preceding paragraph (including the
interest charge and the treatment of gains as ordinary income) would not apply
to the U.S. Person's interest in that PFIC. In order to make a QEF election, a
U.S. Person is required to provide to the IRS certain information furnished by
the PFIC.

Nymox believes that it has not been a PFIC during any taxable year ending on or
before December 31, 2001. It is not possible to express an opinion as to whether
or not Nymox is or will be a PFIC during its current taxable year or future
taxable years. Nymox intends to notify its U.S. Holders within 45 days after the
end of the taxable year for which Nymox believes it might be a PFIC. Nymox has
further undertaken (i) to provide its U.S. Holders with timely and accurate
information as to its status as a PFIC and the manner in which the QEF election
can be made and (ii) to comply with all record-keeping, reporting and other
requirements so that the U.S. Holders, at their option, may make a QEF election.

Each U.S. Person who owns, directly or indirectly, common shares of Nymox is
urged to consult its own tax advisor with respect to the advantages and
disadvantages of making a QEF election with respect to Nymox.

Backup withholding. Information reporting to the IRS may be required with
respect to payments of dividends on the Nymox common shares to U.S. Holders, and
with respect to proceeds received by U.S. Holders on the sale of Nymox common
shares. A U.S. Holder may be subject to backup withholding at a 30% rate with
respect to dividends received with respect to Nymox common shares, or proceeds
received on the sale of Nymox common shares through a broker, unless the U.S.
Holder (i) demonstrates that it qualifies for an applicable exemption (such as
the exemption for holders that are corporations), or (ii) provides a taxpayer
identification number and complies with certain other requirements. Any amount
withheld from payment to a U.S. Holder under the backup withholding rules
generally will be allowed as credit against the U.S. Holder's U.S. federal
income tax liability, if any, and may entitle the U.S. Holder to a refund,
provided that the required information is furnished to the IRS.

Canadian Federal Income Taxation

The following is, as of the date of this prospectus, a summary of the principal
Canadian federal income tax considerations generally applicable to shareholders
who receive a dividend from Nymox and who, at all relevant times, for purposes
of the Income Tax Act (Canada) the ("Tax Act"), hold and will hold Nymox common
shares as capital property and deal with Nymox at arm's length.

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<PAGE>

Nymox's common shares will generally constitute capital property to a holder
unless the holder holds such shares in the course of carrying on a business or
the holder has acquired such shares in a transaction or transactions considered
to be an adventure in the nature of trade. This summary is based on the current
provisions of the Tax Act, the regulations under that act, counsel's
understanding of current administrative and assessing policies of the Canada
Customs and Revenue Agency and all specific proposals to amend the Tax Act
publicly announced or released by or on behalf of the Minister of Finance
(Canada) before the date of this prospectus ("Tax Proposals").

The Tax Act contains certain provisions relating to securities held by certain
financial institutions (the "Mark-to-Market Rules"). This summary does not take
into account these Mark-to-Market Rules or any amendments to them contained in
the Tax Proposals and taxpayers that are "financial institutions" for purposes
of those rules should consult their own tax advisors.

This summary is not exhaustive of all possible Canadian federal income tax
considerations and, except for the Tax Proposals, does not take into account or
anticipate any changes in law, whether by legislative, governmental or judicial
action, nor does it take into account tax legislation of any province, territory
or foreign jurisdiction. This summary is of a general nature only and is not
intended to be, nor should it be construed as, legal or tax advice to any
particular holder of Nymox common shares.

Canadian Residents

The following summary is relevant to a holder of Nymox common shares who, for
purposes of the Tax Act and any applicable tax treaty or convention, is resident
in Canada at all relevant times.

Tax Treatment of Capital Gains and Capital Losses for Canadian Residents
On a disposition or deemed disposition of a Nymox common share, the holder will
realize a capital gain (or capital loss) equal to the amount by which the
proceeds of disposition for the Nymox common share exceed (or are less than) the
aggregate of any costs of disposition and the adjusted cost base to the holder
of the Nymox common share immediately before the disposition.
Pursuant to the Tax Proposals and subject to certain transitional rules which
apply in certain circumstances, a holder of Nymox common shares will be required
to include in income one-half of the amount of any capital gain (a "Taxable
capital gain") and may deduct one-half of the amount of any capital loss (an
"Allowable capital loss") against Taxable capital gains realized by the holder
in the year of the disposition. Allowable capital losses in excess of Taxable
capital gains may be carried back and deducted in any of the three preceding
years or carried forward and deducted in any following year against taxable
capital gains realized in such years to the extent and under the circumstances
described in the Tax Act and the Tax Proposals.

A Canadian-controlled private corporation will also be subject to a refundable
tax of 6 2/3% on certain investment income, including taxable capital gains
realized on the disposition of Nymox common shares, that will be refunded when
the corporation pays taxable dividends (at a rate of C$1.00 for every C$3.00 of
taxable dividend paid).

A capital loss realized by a holder of Nymox common shares that is a
corporation, a partnership of which a corporation is a member or a trust of
which a corporation is a beneficiary may be reduced by the amount of dividends
received in certain circumstances. Capital gains realized by an individual may
give rise to a liability for alternative minimum tax.

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<PAGE>

Tax Treatment of Dividends Received by Canadian Residents
In the case of a holder of Nymox common shares who is an individual, any
dividends received on the common shares will be included in computing his income
and will be subject to the gross-up and dividend tax credit rules normally
applicable to taxable dividends paid by taxable Canadian corporations. A holder
that is a corporation may be liable to pay refundable tax under Part IV of the
Tax Act. However, a public corporation which is not controlled, whether because
of a beneficial interest in one or more trusts or otherwise, by or for the
benefit of an individual (other than a trust) or a related group of individuals
(other than trusts) will not be liable to pay refundable tax under Part IV of
the Tax Act.

In the case of a holder of Nymox common shares that is a corporation, the amount
of any capital loss otherwise determined resulting from the disposition of a
Nymox common share may be reduced by the amount of dividends previously received
or deemed to have been received thereon. Any such restriction will not occur
where the corporate holder owned the Nymox common share for 365 days or longer
and such holder (together with any persons with whom it did not deal at arm's
length) did not own more than 5% of the shares of any class or series of Nymox
at the time the relevant dividends were received or deemed to have been
received. Analogous rules apply where a corporation is a member of a partnership
or a beneficiary of a trust, which owns Nymox common shares.

Shareholders Who Are Not Residents Of Canada

The following summary is relevant to a holder of Nymox common shares, who, at
all relevant times, for purposes of the Tax Act and any applicable tax treaty or
convention, is a non-resident or is deemed to be a non-resident of Canada and
does not use and is not deemed to use or hold Nymox common shares in the course
of carrying on a business in Canada. Special rules, which are not discussed
below, may apply to a non-resident that is an insurer which carries on business
in Canada and elsewhere.

Dividends Paid To Non-Residents of Canada
Under the Tax Act, dividends paid or credited to a non-resident are subject to
withholding tax at the rate of 25% of the gross amount of the dividends. This
withholding tax may be reduced or eliminated pursuant to the terms of an
applicable tax treaty between Canada and the country of residence of the
non-resident. For example, for persons who are resident in the United States for
purposes of the Canada-United States Income Tax Convention, (the "Convention")
the rate of withholding tax on dividends is reduced to 15% generally and 5% when
the United States resident is a company that beneficially owns at least 10% of
the voting stock of the company paying the dividends.

Under the Convention, dividends paid to certain religious, scientific,
charitable and other similar tax-exempt organizations and certain organizations
that are resident in, and exempt from tax in, the United States are exempt from
Canadian non-resident withholding tax. Provided that certain administrative
procedures designed to establish with the Canadian tax authorities the right of
such entities to benefit from this withholding tax exemption are complied with
by the tax-exempt entities prior to the Distribution, Nymox would not be
required to withhold such tax on such payment. Alternatively, the
above-described tax-exempt entities may claim a refund of Canadian withholding
tax otherwise withheld by Nymox on the distribution of dividends.

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<PAGE>

Tax Treatment of Capital Gains of Non-Residents of Canada
On a disposition or deemed disposition of a Nymox common share, a non-resident
holder will realize a capital gain (or capital loss) equal to the amount by
which the proceeds of disposition for the Nymox common share exceed (or are less
than) the aggregate of any costs of disposition and the adjusted cost base to
the non-resident holder of the Nymox common share immediately before the
disposition.

A non-resident of Canada is liable for Canadian income tax on a capital gain
realized on the disposition of property only where that property constitutes
"taxable Canadian property". Pursuant to the Tax Proposals and subject to
certain transitional rules which apply in certain circumstances, one-half of any
capital gain from the disposition of taxable Canadian property is subject to
Canadian tax.

Under the Tax Act, shares of Nymox will not constitute taxable Canadian property
unless, at any time, in the five years immediately preceding the disposition,
the non-resident holder, persons with whom the non-resident holder did not deal
at arms length, or the non-resident holder together with all such persons owned
(or had a right to acquire) 25% or more of the shares of any class of Nymox.
Even in circumstances where shares of Nymox are taxable Canadian property to a
non-resident holder, the non-resident holder may be entitled to relief from
Canadian tax on any capital gain realized on the disposition thereof pursuant to
the terms of an applicable tax treaty between Canada and the country of
residence of the non-resident. For example, the Convention provides that gains
realized by a resident of the United States on the disposition or deemed
disposition of shares of a company will generally not be subject to tax under
the Tax Act, provided that the value of the shares is not derived principally
from real property situated in Canada. Nymox believes that the value of its
shares is not currently derived principally from real property situated in
Canada and it does not expect this to change in the foreseeable future.

Provided that the Nymox common shares remain listed on a prescribed stock
exchange, which includes the Nasdaq SmallCap Market System, a non-resident
holder who disposes of Nymox common shares will not be required to comply with
the Canadian notification procedures generally applicable to dispositions of
taxable Canadian property.

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
None.

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
Not applicable.

Part II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
None.

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
         PROCEEDS
Not applicable.


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ITEM 15. CONTROLS AND PROCEDURES

     (a) Evaluation of Disclosure Controls and Procedures. In accordance with
Rule 13a-15(b) of the Securities Exchange Act of 1934 (the "Exchange Act"),
within 90 days prior to the filing date of this report on Form 20-F, an
evaluation was carried out under the supervision and with the participation of
the Company's management, including the Company's Chief Executive Officer and
President, and the Chief Financial Officer and Secretary-Treasurer, of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures (as defined in Rule 13a-14(c) under the Exchange Act). Based upon
their evaluation of these disclosure controls and procedures, the Chief
Executive Officer and President, and the Chief Financial Officer and
Secretary-Treasurer concluded that the disclosure controls and procedures were
effective as of the date of such evaluation to ensure that material information
relating to the Company, including its consolidated subsidiaries, was made known
to them by others within those entities, particularly during the period in which
this Report on Form 20-F was being prepared.

     (b) Changes in Internal Controls. There were not any significant changes in
the Company's internal controls or other factors that could significantly affect
these controls subsequent to the date of their evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.

Part III

ITEM 17. FINANCIAL STATEMENTS
The financial statements identified below are included in Item 8 of this report
and are incorporated by reference in this item.

     At and for the year ended December 31, 2002:
          Consolidated Balance Sheets
          Consolidated Statements of Operations and Deficit
          Consolidated Statements of Cash Flows
          Notes

     At and for the year ended December 31, 2001:
          Consolidated Balance Sheets
          Consolidated Statements of Operations and Deficit
          Consolidated Statements of Cash Flows
          Notes

     At and for the year ended December 31, 2000:
          Consolidated Statement of Operations and Deficit
          Consolidated Statements of Cash Flows
          Notes

ITEM 18. FINANCIAL STATEMENTS
Not applicable

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<PAGE>

ITEM 19. EXHIBITS
         The following exhibits are included with or incorporated by reference
         into this report.:

Exhibit
No.                              Description
-------                          -----------

1(a)      Articles of Incorporation, as amended. (incorporated by reference to
          Exhibit 3.1 to the Company's Form 20-F filed with the Commission
          December 9, 1996)

1(b)      Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the
          Company's Form 20-F filed with the Commission December 9, 1996)

4(a)      Memorandum of Agreement between Paul Averback and the Company
          (incorporated by reference to Exhibit 10.1 to the Company's Form 20-F
          filed with the Commission December 9, 1996)

4(b)      Share Option Plan of the Company (incorporated by reference to Exhibit
          10.2 to the Company's Form 20-F filed with the Commission December 9,
          1996)

4(c)      Research and License Agreement between the Massachusetts General
          Hospital Corporation and the Company (incorporated by reference to
          Exhibit 10.3 to the Company's Form 20-F filed with the Commission
          December 9, 1996)

4(d)      Research and License Amendment between the Massachusetts General
          Hospital Corporation and the Company (incorporated by reference to
          Exhibit 10.5 to the Company's Form 20-F filed with the Commission
          December 9, 1996)

4(e)      Common Stock Purchase Agreement between Nymox Pharmaceutical
          Corporation and Jaspas Investments Limited dated November 1, 1999
          (incorporated by reference to Exhibit 2.0 to the Company's Form F-1
          Registration Statement filed with the Commission February 29, 2000)

4(f)      Registration Rights Agreement between Nymox Pharmaceutical Corporation
          and Jaspas Investments Limited dated November 1, 1999 (incorporated by
          reference to Exhibit 2.1 to the Company's Form F-1 Registration
          Statement filed with the Commission February 29, 2000)

4(g)      Escrow Agreement among Nymox Pharmaceutical Corporation, Jaspas
          Investments Limited and Epstein, Becker & Green, P.C. dated November
          1, 1999 (incorporated by reference to Exhibit 2.2 to the Company's
          Form F-1 Registration Statement filed with the Commission February 29,
          2000)

4(h)      Stock Purchase Warrant to purchase common shares issued to Jaspas
          Investments Limited dated November 1, 1999 (incorporated by reference
          to Exhibit 2.3 to the Company's Form F-1 Registration Statement filed
          with the Commission February 29, 2000)

4(i)      Research and License Agreement between the Rhode Island Hospital
          Corporation and the Company dated May 14, 1999 (incorporated by
          reference to Exhibit 10.10 to the Company's Form 20-F filed with the
          Commission May 15, 2000).

4(j)      Research and License Amendment between the Rhode Island Hospital
          Corporation and the Company dated November 19, 2001 (incorporated by
          reference to Exhibit 10.10 to the Company's Form 20-F filed with the
          Commission June 28, 2002).

4(k)      Common Stock Private Purchase Agreement between Nymox Pharmaceutical
          Corporation and Lorros-Greyse Investments Limited dated January 27,
          2003 (incorporated by reference to Exhibit 10.0 to the Company's F-3
          Registration Statement filed with the Commission on March 12, 2003).

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<PAGE>


                                   SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant certifies that it meets all of the requirements for filing
on Form 20 - F/A and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                         NYMOX PHARMACEUTICAL CORPORATION
                                         (Registrant)

                                         /s/ Paul Averback
                                         ------------------------------------
                                         Paul Averback
                                         Title: President
Date: June 19, 2003





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CERTIFICATION

I, Paul Averback, MD, certify that:

1.   I have reviewed this annual report on Form 20-F of Nymox Pharmaceutical
     Corporation;

2.   Based on my knowledge, this annual report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this annual report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this annual report
          is being prepared;

     b)   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     c)   presented in this annual report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent function):

     a)   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     b)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6.   The registrant's other certifying officers and I have indicated in this
     annual report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


     Date: June 19, 2003                  /s/ Paul Averback
                                          --------------------------------------
                                          Dr. Paul Averback - CEO & President


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<PAGE>

CERTIFICATION
I, Roy Wolvin, certify that:

1.   I have reviewed this annual report on Form 20-F of Nymox Pharmaceutical
     Corporation;

2.   Based on my knowledge, this annual report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this annual report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this annual report
          is being prepared;

     b)   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     c)   presented in this annual report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent function):

     a)   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     b)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6.   The registrant's other certifying officers and I have indicated in this
     annual report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


     Date: June 19, 2003                 /s/ Roy Wolvin
                                         --------------------------------------
                                         Roy Wolvin - CFO & Secretary-Treasurer


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<PAGE>

                                  EXHIBIT INDEX
                        NYMOX PHARMACEUTICAL CORPORATION
                             Form 20-F Annual Report

Exhibit
No.                               Description
-------                           -----------

1(a)      Articles of Incorporation, as amended. (incorporated by reference to
          Exhibit 3.1 to the Company's Form 20-F filed with the Commission
          December 9, 1996)

1(b)      Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the
          Company's Form 20-F filed with the Commission December 9, 1996)

4(a)      Memorandum of Agreement between Paul Averback and the Company
          (incorporated by reference to Exhibit 10.1 to the Company's Form 20-F
          filed with the Commission December 9, 1996)

4(b)      Share Option Plan of the Company (incorporated by reference to Exhibit
          10.2 to the Company's Form 20-F filed with the Commission December 9,
          1996)

4(c)      Research and License Agreement between the Massachusetts General
          Hospital Corporation and the Company (incorporated by reference to
          Exhibit 10.3 to the Company's Form 20-F filed with the Commission
          December 9, 1996)

4(d)      Research and License Amendment between the Massachusetts General
          Hospital Corporation and the Company (incorporated by reference to
          Exhibit 10.5 to the Company's Form 20-F filed with the Commission
          December 9, 1996)

4(e)      Common Stock Purchase Agreement between Nymox Pharmaceutical
          Corporation and Jaspas Investments Limited dated November 1, 1999
          (incorporated by reference to Exhibit 2.0 to the Company's Form F-1
          Registration Statement filed with the Commission February 29, 2000)

4(f)      Registration Rights Agreement between Nymox Pharmaceutical Corporation
          and Jaspas Investments Limited dated November 1, 1999 (incorporated by
          reference to Exhibit 2.1 to the Company's Form F-1 Registration
          Statement filed with the Commission February 29, 2000)

4(g)      Escrow Agreement among Nymox Pharmaceutical Corporation, Jaspas
          Investments Limited and Epstein, Becker & Green, P.C. dated November
          1, 1999 (incorporated by reference to Exhibit 2.2 to the Company's
          Form F-1 Registration Statement filed with the Commission February 29,
          2000)

4(h)      Stock Purchase Warrant to purchase common shares issued to Jaspas
          Investments Limited dated November 1, 1999 (incorporated by reference
          to Exhibit 2.3 to the Company's Form F-1 Registration Statement filed
          with the Commission February 29, 2000)

4(i)      Research and License Agreement between the Rhode Island Hospital
          Corporation and the Company dated May 14, 1999 (incorporated by
          reference to Exhibit 10.10 to the Company's Form 20-F filed with the
          Commission May 15, 2000).

4(j)      Research and License Amendment between the Rhode Island Hospital
          Corporation and the Company dated November 19, 2001 (incorporated by
          reference to Exhibit 10.10 to the Company's Form 20-F filed with the
          Commission June 28, 2002).

4(k)      Common Stock Private Purchase Agreement between Nymox Pharmaceutical
          Corporation and Lorros-Greyse Investments Limited dated January 27,
          2003 (incorporated by reference to Exhibit 10.0 to the Company's F-3
          Registration Statement filed with the Commission on March 12, 2003).

                                       94