Exhibit 11

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# Code of Business
Conduct

# for the Officers,
Directors and Employees of

# Nymox Pharmaceutical
Corporation

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# Introduction

Trust and integrity are the
foundations of our business at Nymox. People rely us, whether they be an investor buying
our stock or a patient using one of our products, and they expect us to measure up to the
standards of legal and ethical conduct of our business.

We are committed to conducting our
business in a competent, ethical and legal manner at all levels of our operations from the
board to management to employees.

This Code of Business Conduct is one
means of affirming and honoring this commitment. All members of the Nymox team are
required to read and understand the Code of Business Conduct and to agree to abide by the
standards set out in it. It is everyones responsibility to comply with the Code of
Business Conduct and to report any activity believed to be contrary to it. The two
Appendices to this Code, the Audit Committees Policies and Procedures about Handling
Complaints Regarding Accounting, Internal Accounting Controls or Auditing Matters
(Appendix A) and the Code of Ethics for Senior Financial Officers (Appendix B), form part
of this Code.

This Code of Business Conduct applies
to all employees, officers and directors of Nymox Pharmaceutical Corporation and its
affiliates and subsidies, including Nymox Corporation and Serex, Inc. References to
Nymox or the Company in this Code of Business Conduct include
Nymox Pharmaceutical Corporation and its affiliates and subsidies, including Nymox
Corporation and Serex, Inc.

By living up to this Code, we can
create long term value to our shareholders, foster a rewarding and creative working
environment and bring important new treatments and technologies to the patients and
families who urgently need them.

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# TABLE OF CONTENTS

|Introduction                                                                                            | i 
|------------------------------------------------------------------------------------------------------- | --
|Standards of Business Ethics and Conduct                                                                | 2 
|Employment Policies                                                                                     | 3 
|Conflicts of Interest                                                                                   | 5 
|Loans                                                                                                   | 6 
|Gifts and Entertainment                                                                                 | 6 
|Confidentiality                                                                                         | 7 
|Corporate Communications                                                                                | 8 
|Marketing and Sales                                                                                     | 9 
|Company Property                                                                                        | 10
|Business Opportunities                                                                                  | 11
|Intellectual Property                                                                                   | 12
|Trademarks                                                                                              | 12
|Insider Trading Policy                                                                                  | 13
|Blackout Periods                                                                                        | 14
|Disclosure Requirements Within the Company and In Public Filings                                        | 15
|Privacy Policy                                                                                          | 15
|Recordkeeping, Records Management and Record Retention                                                  | 16
|Antitrust/Fair Competition                                                                              | 18
|Computer and Internet Use                                                                               | 18
|Reporting and Investigating Violations and Misconduct                                                   | 19
|Receipt and Review of the Code                                                                          | 21
|Appendix A                                                                                              | 22
|Policies and Procedures about Handling Complaints Regarding Accounting, Internal Accounting Controls or
|Auditing Matters                                                                                        | 22
|Appendix B                                                                                              | 29
|Code of Ethics for Senior Financial Officers                                                            | 29

1

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# Standards of Business
Ethics and Conduct

# Lawful and Ethical
Behavior Is the Cornerstone of Our Business

Lawful and ethical behavior is
required at all time. Nymoxs policy is to be a good corporate citizen that complies
with all the applicable laws and regulations of the countries in which we operate and acts
in accordance with our Companys high standards of business conduct. This policy
applies to all members of the Nymox team, whether employed with Nymox Pharmaceutical
Corporation or with any of its affiliates or subsidiaries such as Serex, Inc. or Nymox
Corporation

The Code of Business Conduct provides
information about our standards of integrity and business conduct and explains our legal
and ethical responsibilities. It does not address every specific situation or set forth a
rule that will answer every question. Rather, it is intended to provide guidance and
assistance in making the right decision. It is not exhaustive. Additional requirements may
be set by the Board or management for specific areas or functions within the company. This
Code of Business Conduct supersedes any prior rules of conduct or ethical behavior set out
in employment codes or handbooks or company policies.

All officers, directors and employees
are expected to comply with the Code of Business Conduct and to report to the company any
situation where our standards or the laws are being violated. Any employee, officer or
director disclosing, in good faith, violations or suspected violations of legal or ethical
requirements or this Code of Business Conduct or other Company policy will not be
subjected to retaliation, retribution or intimidation.

The companys management,
including its CEO, CFO and other officers and any of its employees in a managerial or
supervisory position, is responsible for ensuring adherence to and compliance with the
Code of Business Conduct. Officers, managers and supervisors should take reasonable steps
to make sure that the employees under his or her direct supervision or management receive
a copy of the Code of Business Conduct and read, understand and agree to comply with it.

Failure to comply with the provisions
of the Code of Business Conduct will not be tolerated. A breach of the Code of Business
Conduct can result not only in disciplinary action, including immediate dismissal, but
also may attract civil or criminal liability for the individual concerned and for the
company.

All employees, officers and directors
are expected to read, understand and follow the Code of Business Conduct. Advice and
further information about the policies and legal requirements set out in the Code of
Business Conduct can be obtained by contacting the companys General Counsel.

2

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Any waiver of the policies,
principles and practices set forth in the Code of Business Conduct for directors and
executive officers, including senor financial officers, must be approved by the Board of
Directors. Any such waiver is to be granted only where truly necessary and warranted and
then subject to such limitations and qualifications as are necessary to protect the
Company to the greatest extent possible. Any such waiver along with the reasons for the
waiver will promptly be publicly disclosed to the Companys shareholders and the
investing public at large in accordance with applicable law.

This Code of Business Conduct
represents the companys current policy and comments about it and suggestions for
changes are welcomed and encouraged. We expect the Code of Business Conduct to change to
meet evolving legal and ethical standards and to accommodate changes in the companys
operations and business plans. All employees, officers and directors will be required to
comply with any subsequent amendments or additions to the Code of Business Conduct.

# Employment Policies

Nymox regards honesty, loyalty and
diligence as essential parts of the duties of our officers, directors and employees. This
includes acting in the best interests of the Company during the performance of these
duties and not taking any actions intended or calculated to harm the Company and its
business, such as:

| |  | misrepresenting
the status of the Companys business, finances, research or product development to a
supervisor, executive officer or director or to a third party;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | falsifying
any financial, business or research records; or
| | - | ----------------------------------------------------------

| |  | advising,
soliciting or assisting, directly or indirectly, any employee or officer of the Company
to terminate his or her employment with the Company.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------

It is our policy to treat all
employees or prospective employees equally without regard to race, color, religion, sex,
sexual orientation, age, national origin or disability. This policy applies to all
officers, directors and employees, whether in a managerial position or not, and any acts
of discrimination are unacceptable.

It is also our policy to provide a
comfortable and rewarding work environment for our employees that is free from harassment,
including any verbal, physical or sexual harassment or abuse. Conduct that has the purpose
or effect of creating an intimidating, hostile or offensive working environment is
unacceptable. Any employee who believes that he or she has been subject to harassment
should promptly report such conduct to his or her immediate supervisor, or, if the
supervisor is responsible directly or indirectly for the conduct complained of, to the
supervisors manager.

3

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Any form of workplace violence is
completely unacceptable. Nymox is committed to a safe working environment, free of
threats, intimidation and physical harm and has adopted a workplace violence policy of
zero tolerance. Workplace violence includes not only physical assaults and fighting but
also threatening comments, intimidation, and the intentional destruction of or damage to
any company or employee property. Any comments or behavior that reasonably could be
interpreted as an intent to do harm to employees or property will be considered a threat.
Any employee who believes he or she may be the target of violence or threats of violence,
or is aware of violent or threatening conduct by another individual, that could result in
injury to a Nymox employee or the destruction or damage of property, has a responsibility
to immediately report the situation to his or her immediate supervisor or manager.

Health and safety are important
aspects of job performance. Employees are expected to learn the safety procedures
applicable to their jobs and follow them. Any concerns over health and safety issues
should be promptly reported to a supervisor.

Nymox is also committed to the
protection of the environment. Employees and officers are expected to comply with
environmental laws, rules and regulations in the performance of their duties.

Substance abuse can pose serious
health and safety risks not only to the individual concerned but also to the employees who
work with him or her and to the companys customers or suppliers who may rely on his
or her job performance. Drinking alcohol, taking recreational drugs or drugs of abuse, or
misusing prescription medication, or possessing or being under the effects of any of them
while on the job, is unacceptable. Employees displaying aberrant behavior or reasonably
suspected of such drug or alcohol use may be asked to submit to an appropriate alcohol or
drug test. The use of alcoholic beverages may be authorized for special Company functions.
At such functions, any decision to consume any alcoholic beverage is the personal decision
of the individual alone; anyone choosing to partake is expected to consume in moderation
and be responsible for his or her own acts, including any potential civil or criminal
liability for drinking and driving.

Nymox maintains a no-smoking policy
at all its workplaces.

Unless otherwise agreed in writing
and subject to any applicable law, all officers and employees are employed at-will. This
means that employment is not guaranteed for any specific length of time and may be
suspended or terminated t any time with or without cause. No verbal promises or oral
representations made to an employee or officer can change this relationship; only a
properly signed employment agreement can.

4

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# Conflicts of Interest

The officers, directors and employees
of Nymox must be careful to avoid conflicts of interest or the appearance of conflicts of
interest whenever possible. A conflict of interest can arise occurs when an
individuals private interests conflict or appear to conflict with the interests of
Nymox as a whole. The existence, nature and extent of a conflict of interest depends on
circumstances including the nature and relative importance of the interests involved. The
interest may be financial or personal such as when a personal relationship is involved.

Conflict of interest issues can
generally be resolved by promptly notifying the Company of a potential conflict of
interest. Employees must therefore notify their managers or supervisors of any actual or
potential conflict of interest situation. Officers of the Company should inform the CEO.
Senior financial officers, including the CEO and CFO, should inform the Audit Committee of
the Board in accordance with the Code of Ethics for Senior Financial Officers.

An employees manager or
supervisor can provide guidance on how best to resolve the conflict. If needed, the
Companys General Counsel can be contacted for guidance.

Any actions taken will be in favor of
resolving or avoiding any potential conflict.

It is impossible to exhaustively list all
possible areas where a conflict of interest or the appearance of a conflict may arise. The
Company relies on the honesty and integrity of its officers, employees and directors to
identify situations where a potential conflict of interest may arise.

One area where a conflict of interest
situation can arise is where an employee, officer or director has a financial interest in
an existing or prospective customer, supplier, collaborator, partner or competitor of the
Company either directly or through a family member, company, partnership or other legal
entity. These interests include:

| |  | ownership
interest in suppliers, customers, collaborators, partners or competitors;
| | - | -----------------------------------------------------------------------------------

| |  | consulting
or employment relationships with customers, suppliers, collaborators, partners or
        competitors;  or
| | - | ---------------------------------------------------------------------------------------------------------------------

| |  | outside
business activity that is competitive with any company business.
| | - | ------------------------------------------------------------------------

All such financial interests should
be disclosed. In general, shareholdings in publicly traded companies that do not represent
either more than 1% of the publicly traded companys float or more than 10% of an
individuals net worth should not raise concerns over a conflict of interest.

A second area of potential conflict
occurs when an officer, director or employee has divided loyalties between Nymox and
another company. In general, no employee or officer shall engage in any other employment
or business or act as an officer or director of or consult with any other company,
business or person except with the prior approval of the Companys CEO. Any such
approval is given on the understanding that the employees activities will not
conflict with his or her duties and responsibilities at Nymox. No director may sit on a
board of directors of any customer, supplier or competitor of the Company except with the
prior approval of the Board. All such relationships must be promptly disclosed to the
Company.

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A third area of conflict of interest
can arise where an employee or officer is involved in outside activity substantial enough
to raise questions about his or her ability to devote appropriate time and attention to
assigned job responsibilities. In some cases, Nymox employees may be involved in outside
businesses with Nymox approval, or may hold political office or serve on civic boards.
These situations do not necessarily constitute a conflict of interest, but it is the
employees responsibility to ensure that this activity does not conflict with
Nymoxs interests. This requires keeping the two activities strictly separated by
adhering to the following standards:

| |  | No
work relating to other organizations on Nymox time;
| | - | ------------------------------------------------------

| |  | No
use of Nymox equipment and supplies, or the time of any Nymox personnel for  outside work;
| | - | ---------------------------------------------------------------------------------------------

| |  | No
promotion of products or services from an outside business to other Nymox employees
during working hours or on Nymox property; and
| | - | -------------------------------------------------------------------------------------------------------------------------------------

| |  | No
use of the fact of Nymox employment or position to promote an outside business.
| | - | ----------------------------------------------------------------------------------

# Loans

The Company as a general policy does
not make loans of money, property or shares to its employees, officers or directors, their
family members or businesses or other related entities . Any such proposed loan to an
employee must be pre-approved by the Companys CFO. In addition, any such proposed
loans to an executive or senior financial officer must be submitted to the Audit Committee
of the Board for review for compliance with legal requirements and corporate policy and
for ultimate approval. Any reimbursement of expenses or disbursements to an executive
officer or senior financial officer or his or her family member, business or other related
entity must be pre-approved by the CFO. Any executive or senior financial officer with
signing authority over any of the accounts of the Company must get pre-approval from the
CFO of any significant disbursement of funds from that account in accordance with any
policy or direction from the CFO or the Audit Committee.

# Gifts and Entertainment

Receiving gifts, gratuities and
entertainment from people with whom the company does business is generally not acceptable
because it may potentially pose a conflict of interest by implying an obligation on behalf
of the company. Employees and officers should make the companys policy on gifts,
gratuities and entertainment known in the course of regular business dealings with third
parties.

Accepting gifts is generally not
acceptable unless:

| |  | The
gift is of nominal value; and
| | - | ---------------------------------

| |  | The
gift is not intended and could not be perceived by others to improperly influence
business decisions.
| | - | ---------------------------------------------------------------------------------------------------------

6

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Occasionally, as a means of building
relationships, an employee or officer may accept social entertainment, such as meals or
event tickets, if such entertainment:

| |  | permits
business or educational discussions;
| | - | --------------------------------------------

| |  | is
pursuant to a bona fide business relationship;
| | - | -------------------------------------------------

| |  | is
consistent with industry practices;
| | - | --------------------------------------

| |  | does
not influence or is not perceived by others to influence business decisions;
| | - | ---------------------------------------------------------------------------------

| |  | is
not excessive in price or quantity; and
| | - | ------------------------------------------

| |  | would
not embarrass the company if it was brought to public attention.
| | - | ----------------------------------------------------------------------

In questionable cases, employees
should consult with their supervisors.

Before offering or accepting any gifts,
gratuities or entertainment to or from a government official, General Counsel should be
consulted. Laws concerning this matter are often complex and vary from country to country.
Therefore, it is generally unacceptable to receive a gift or invitation from a government
employee or to provide a gift or invitation to a government employee.

The payment or receipt of any bribes,
kickbacks, secret commissions and similar benefits or payments in any amount or form is
strictly prohibited.

# Confidentiality

During the course of his or her
employment or tenure as a director, an employee, officer or director may have access to
confidential and/or proprietary technical, scientific or business information relating to
the Companys business, finances, products, research, intellectual property,
marketing, sales, product development and other business or scientifically related
activities or provided in confidence by a customer, supplier, collaborator or partner
(Confidential Information).

It is vital to the Companys
business and success to preserve the confidentiality of its technical, scientific and
business affairs and to maintain its intellectual properties, including trade secrets,
know-how and patent applications.

As well, it is important for the
Company as a public company to control the timing, content and extent of any disclosures
about its scientific and business affairs. Improper disclosure can have serious legal
implications both for the Company and for the employee, officer or director concerned.

Accordingly, all employees, officers
and directors must:

| |  | Keep
in strict confidence any Confidential Information and not to disclose it to any third
party except as required by law, regulation, legal process or other governmental
authority, or as expressly approved by the employees supervisor or the Companys
CEO;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

7

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| |  | Take
reasonable care to maintain all Confidential Information in confidence and shall inform
the Company immediately upon the discovery of any unauthorized disclosure or use of any
Confidential Information and take reasonable steps to prevent any further unauthorized
disclosure or use; and
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Not
use any Confidential Information for any purpose other than the performance of her/his
duties as an officer, director or employee of the Company.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------

Information which is in the public
domain through public disclosure by the Company in a public filing, press release, web
site posting or publication or broadcast is subject to the Corporate Communications policy
below.

# Corporate Communications

Since Nymoxs common stock is
publicly traded, there are certain important legal restrictions and limitations imposed on
all Nymox employees, officers, and directors concerning the disclosure of material
information about Nymox. Breach of these legal requirements can expose the company and its
officers, directors and employees and any outsider improperly privy to inside information
to significant legal liability, including possible criminal sanctions.

As well, communicating information
prematurely, incorrectly or without proper clearance, no matter how innocuous that
communication may seem, could have a serious impact on the company. It could adversely
affect the companys competitive position, stock price, litigation or shareholder
value.

It is Company policy that all
information in the possession of any Company employee, officer, director or agent about
Nymox or obtained in the course of work for Nymox relating to any other company belongs to
Nymox and may only be disclosed in accordance with this Code of Business Conduct.

It is also Company policy, as
mandated by the Board of Directors, that only designated spokespersons are authorized to
discuss Company business with the press, the public and other non-company personnel. The
designated spokespersons are the Companys CEO, Paul Averback, Medical Director,
Michael Munzar and General Counsel, Jack Gemmell. Anyone receiving inquiries of this
nature should decline comment and refer the person making the inquiry to one of the
designated spokespersons.

Company business includes its
prospects, technology, patent position, research and development projects, sales figures,
marketing strategy, financials, possible acquisitions and other material information. This
includes all such information about the Company, whether it is Confidential Information
covered by the Confidentiality policy or information that the Company has disclosed in the
public domain.

8

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The press, the public and other
non-company personnel include newspaper, television and other reporters, stock brokers,
financial analysts, investors, shareholders, customers, researchers, academic
collaborators and contractors.

All written corporate communications
for public release or for an external audience must be approved by the CEO or his or her
designate before release or dissemination. Corporate communication includes press
releases, investor material, government filings and reports, financial statements,
advertisements, sales promotion materials, court filings and newsletters.

Internal Company communications such
as e-mail messages, memos, executive speeches and presentations, and messages may not be
forwarded to individuals outside Nymox without the express approval of the CEO or his or
her designate.

Oral communications and presentations
that discuss Company business and are for individuals or audiences outside of the Company
must be cleared by the CEO or his or her designate.

Inquiries or calls from the press,
investors, shareholders and other individuals about Company business should be referred to
a designated spokesperson with a message taken identifying the name of the caller, the
organization they are with and the nature of their inquiry.

These precautions are particularly
important for sales personnel in contact with the public but they apply also to lab
personnel, office staff and all other employees, officers and directors.

Nymox expects strict compliance with
these procedures by all personnel at every level and all employees, officers and directors
should be aware of these polices, procedures and obligations. Failure to follow the letter
and spirit of this Corporate Communications policy is a serious matter and can be suitable
grounds for dismissal for cause.

Any questions, concerns,
clarifications and guidances about the obligations or responsibilities under this policy
should be sought from the Companys General Counsel before acting.

# Marketing and Sales

Nymox offers products and services
that are highly regulated by government agencies such as the U.S. Food and Drug
Administration. As well, Nymox is committed to fair and honorable dealing with its
customers, agents and distributors.

Marketing and sales personnel must
ensure that any statements or representations he or she makes about the uses, applications
or performance characteristics of the Companys products and services are in
accordance with approved Company product or service information, including applicable
regulatory approvals and authorized marketing, sales, promotional or advertising material;
do not misstate or omit any material information about the product or service; and are not
otherwise intended to materially mislead any prospective purchaser, customer, distributor
or regulatory agency. No discounts, price reductions, special services or other
accommodations may be offered nor any guarantees, warranties or representation made
without prior approval of the appropriate supervisor or officer.

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# Company Property

All officers, directors and employees
have an obligation to safeguard and protect not only Nymoxs assets, but also the
assets of others with which the Company is entrusted. These assets include physical
property, company records, financial documents, and confidential information including
patient and research subject information as well as intellectual property, such as patents
and trademarks. Any loss, damage, misuse, fraudulent alteration or deletion, theft,
embezzlement, misappropriation and destruction of company property should be promptly
reported.

All officers and employees are
responsible for the safe and proper use and care of any equipment, reagents, biological
samples, animals or other company property he or she may use in connection with their job.
This includes the good computer practices such as regularly updating software, scanning
suspect email attachments and files for viruses and other potentially damaging software,
and not providing passwords and system access information to unauthorized personnel or
third parties.

Company property, assets and services
should be used only for the purposes of employment or the Companys business or as
otherwise authorized and should not be used for the personal benefit of an employee,
officer or director or any third party. Any personal use should be promptly reported and
accounted for. In doubtful cases, prior approval from a supervisor should be sought before
using company property or services that do not solely benefit the company.

Company credit cards should not be
used for personal expenditures and any such use should be promptly reported and
reimbursed.

Company property and records should
remain in company facilities and offices, not be removed except for the purposes of
employment or the Companys business or except as otherwise authorized, and, if
removed, be returned as soon as possible. Any officer, employee or director who has
removed company property must take reasonable steps in keeping with the nature of the
property or record and its value to the Company to ensure the safety and security of that
property or record while off-site.

No employee, officer or director or
person acting under his or her direction shall make or retain copies of any company
property or record, including documents and computer files, except for the purposes of
employment or the Companys business.

10

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All Company property shall be
returned promptly upon termination of employment, office or position with the Company,
including copies and duplicates of Company documents, files, records, and other
information, copies of Company software, lab notebooks, corporate records, reagents,
patient samples and any progeny and replicants of cell lines, bacteria, animals or other
organisms that form part of the Company property.

Company property means
any property owned by the Company or provided to the Company by a third party for its use
and includes such items and equipment as:

| | (a)
  laboratory
equipment, reagents, samples, specimens, standards, protocols,
                    requisitions, patient or research subject information or records,
test results,                     drug candidates, cell lines, bacteria, viruses, plants,
animals, notebooks,                     papers, presentations and publications;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)
 computer
equipment, software, files, disks, cd-roms, tapes and all other
                    electronic means of storing data or information;
| | --------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)
 cell
phones, pagers, answering machines, telephones and other telecommunication
                    equipment;
| | -------------------------------------------------------------------------------------------------------------------

| | (d)
 office
equipment, office furniture, correspondence, memoranda, reports, faxes,
                    files, books, magazines, stationary, messages, e-mails, contracts,
patent                     documents, customer lists, supplier lists, brochures,
marketing material,                     displays, posters and financial reports; and
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (e)
 credit
cards, calling cards, bank cards, checkbooks, deposit books, bank
                    statements, financial records, canceled checks, receipts, invoices,
bills and                     accounts.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# Business Opportunities

It is against company policy for any
employee, officer or director to take for themselves personally opportunities that are
discovered through the use of corporate property, information or position with the company
or otherwise use company property for personal gain. This includes competing with the
Company for business opportunities.

Information acquired as an officer,
employee or director of the Company belongs to the Company and is for the sole benefit and
use of the Company.

All employees and officers of the
Company have a positive obligation to promptly disclose to their supervisor or to the
President of the Company any business opportunities that come to their attention and that
relate to the Companys business. This includes research proposals, licensing
opportunities, patent applications and assignments, co-marketing ventures, technology
transfers and prospective collaborators or employees.

11

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# Intellectual Property

Intellectual property is the
cornerstone of Nymoxs business. The Company has made substantial investments of its
investors funds and the time of its officers and employees to acquire, develop and
expand its intellectual property portfolio. Protection of these intellectual property
rights is of critical importance.

In order to secure and protect these
intellectual property rights, all employees and officers have a duty and an obligation to:

| |  | promptly
disclose any discoveries or inventions made during his or her employment with the
Company, relating to, connected with or arising out of that employment, related to or
connected with the business of the Company, or conceived or reduced to practice at any
time during that employment, either solely or jointly with others and whether or not
developed on the employees or officers own time or with the resources of the
Company;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | assign
completely, exclusively and irrevocably to the Company any and all rights, interests and
title to any inventions, discoveries and ideas, whether patentable or not, (including,
but not limited to patent applications, patents, trademarks, copyrights, trade secrets,
know-how, industrial designs, or other intellectual property rights);
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | co-operate
with the Company both during the term of his or her employment with the Company and after
termination of that employment, in any proceedings such as patent prosecutions necessary
to secure, protect or extend those rights, including to execute, on request, any patent,
copyright, trademark, trade secrets or industrial design assignments, applications,
certificates, affidavits or other documents that, in the opinion of the Company, are
necessary to secure, protect or evidence the Companys intellectual property rights.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# Trademarks

It is important that Nymox trademarks
be used properly and consistently to maintain their value and distinctiveness. This
applies to all trademark usage in company communications and materials such as advertising
and sales literature, press releases, business forms, correspondence, packages,
containers, labels, signs and displays.

Proper trademark usage includes:

| |  | consistent
and correct use of the trademarks format and name. This includes correct spelling
of the trademark, including appropriate capitalization and spaces, hyphens, or other
punctuation. Stylized marks should always be used in their particular typeface or logo
form.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

12

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| |  | marking
the trademark with the TM () symbol if unregistered or the R (®) symbol if
registered. Do not mark the trademark as registered (®) if, in fact, it has not yet
been approved for registration by the relevant Trademark Office in the country where it
is used.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | using
the trademark only in association with the goods and services for which it is registered
or intended.
| | - | -----------------------------------------------------------------------------------------------------------

| |  | using
the trademark only as a brand name in combination with the common or generic name for the
product, e.g. the NicAlert test. Preferably, the trademark must be used at least
once in conjunction with the generic name of the product on every label, container, or
text referring to the trademark.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | using
the trademark only as an adjective. Do not use a trademark as a verb or noun.
| | - | -----------------------------------------------------------------------------------

| |  | displaying
or writing the trademark in a manner that distinguishes it from the rest of the text and
makes it more conspicuous than the generic name of the product. If a trademark is used
with noncapitalized words, it should be properly capitalized.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

No employee, officer or director
shall use any Nymox trademark for any purpose other than authorized company business.

# Insider Trading Policy

Nymox is a public company governed by
complex trading and securities laws, rules and regulation. Company policy forbids
unauthorized disclosure of material nonpublic information about the company or the
companies it deals with, and both company policy and the law forbid profiting from
material nonpublic information relating to Nymox or the companies with whom it does
business.

Employees, officers and directors of
Nymox may, in the course of performing their duties, learn information about the Company
that is not generally available to the public. The law regards the use of material
nonpublic information by an officer, director or employee for his or her personal profit
as being akin to an unlawful misappropriation of that information to the detriment of the
company, the shareholders and the investing public at large. The consequences of such a
misappropriation can be very serious both to the offending individual and to other
officers, directors and employees as well as the Company as a whole.

Material information about a public
company, in general, is information that would be expected to (a) affect the decision of a
reasonable investor to purchase or sell the companys securities, or (b) alter the
market price of the companys securities.

Examples of material information
include:

| |  | internal
financial information such as quarterly and annual reports;
| | - | --------------------------------------------------------------------

| |  | regulatory
approvals or disapprovals of a new product;
| | - | ------------------------------------------------------

13

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| |  | significant
technological breakthroughs; or
| | - | -------------------------------------------

| |  | contemplated
acquisition of another company or disposition of an existing business to another company.
| | - | ------------------------------------------------------------------------------------------------------

Information is considered nonpublic
if it has not been disseminated in a manner making it available to investors generally,
such as through disclosure in the companys annual or periodic reports to its
stockholders or its securities filings, inclusion in a press release or widespread
reporting in the media. As well, investors must have a reasonable period to absorb and
react to the information. This is typically on the order of two trading days.

Like proprietary information, all
employees, officers and directors should take great care not to disclose material
nonpublic information within the company, inadvertently or unnecessarily and in no event
to disclose such information outside the company. Company business should not be discussed
where unauthorized persons may be present such as in elevators or restaurants, even if no
names are used. In addition, disclosures to others within the company is permissible only
on a need-to-know basis.

Those possessing material nonpublic
information may not buy or sell company securities or disclose such information to anyone
who is not an employee of the company. Likewise, company individuals with knowledge of
material nonpublic information about other companies (suppliers, customers or other
companies the company deals with), even those with whom the company only contemplates
transactions, may not buy or sell the securities of those companies or disclose such
information to others.

Company policy requires all
employees, officers and directors to report any trading activities in the Companys
shares, including any options, agreements or other arrangements for the purchase, sale,
pledging or transfer of Companys shares, to the CFO.

As well, supervisors who become aware
that an employee who has material nonpublic information is trading in the companys
securities should report this to the Companys General Counsel and to the CFO. All
Company supervisors have an obligation to remain alert to cases where others, especially
those subject to their supervision, may be ignoring rules against insider trading.
Securities laws penalize not only those implicated in insider trading, but also
controlling persons who fail to take action when they know individuals they control are
violating the rules.

Any employees, officers and directors
uncertain about the rules on buying or selling company securities or securities of
companies familiar to them as company employees should consult with General Counsel before
making any purchases or sales.

# Blackout Periods

Trades by officers, directors and
employees of the Company involved in the compiling, analysis and preparation of the
Companys periodic financial reports are forbidden for thirty (30) days prior to the
last day for the release of quarterly and annual financial reports and for a two trading
day period following their release.

14

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Trades by officers, directors and
employees of the Company involved in merger negotiations that may be material are
forbidden during the period of the negotiations and for a two trading day period following
the release of the details of any proposed merger agreement or of the failure of the
negotiations.

An exception to a trading blackout
period may be granted in cases of financial hardship or the imminent expiry of options
where any trading will be conducted in accordance with a pre-determined nondiscretionary
plan that complies with securities law rules and regulations.

# Disclosure Requirements
Within the Company and In Public Filings

Nymox is a public company listed on
NASDAQ and as such has a legal responsibility to file with the SEC and other securities
regulators both periodic reports (such as quarterly and annual reports) and interim
reports of potentially material information. These reports must be full, fair, accurate,
timely, and understandable.

In order that Nymox may meet these
reporting and disclosure requirements, every officer, employee and director of Nymox is
under a continuing obligation to promptly and accurately report:

| |  | any
potentially material information concerning the Company's business that comes to his or
her attention;
| | - | ----------------------------------------------------------------------------------------------------------

| |  | all
financial information relating to the Company's business, including contractual
obligations;
| | - | ------------------------------------------------------------------------------------------------

| |  | any
potential conflict of interest situations or related party transactions; and
| | - | --------------------------------------------------------------------------------

| |  | any
possible violation of this Code of Business Conduct or of the Code of Ethics for Senior
Financial          Officers.
| | - | ------------------------------------------------------------------------------------------------------------------------

An employee shall report such
information promptly to his or her supervisor or manager; a director or officer to the CFO
or CEO.

Officers and directors whose
shareholdings in the Company must be disclosed in a securities filing or shareholder
circular shall provide this information to the CFO reasonably in advance of the deadlines
for such filings.

# Privacy Policy

Nymox respects and protects the
privacy of individuals and their personal information that may be provided to, collected,
held or used by the Company, its officers, directors and employees. In particular, Nymox
is committed to compliance with all applicable privacy and confidentiality laws, rules and
regulations in force in the various jurisdictions in which it operates and expects all of
its officers, employees and directors to comply with these laws and with the privacy
principles and obligations set out in this policy. Nymox has designated the Companys
General Counsel as the officer with the overall responsibility of monitoring compliance
with this Privacy Policy and with the applicable law.

15

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Personal information is information
that relates to a natural person and allows that person to be identified. It includes a
persons name, address, phone number, email address, birth date, medical records and
history, and social security number.

Nymoxs policy is to treat all
such personal information as confidential, and not to disclose that information to third
parties without the consent of the person concerned except in exceptional circumstances.
Personal information about an employees name, title, business address, and business
phone number and email address may be disclosed for business purposes.

All officer, employees and directors
must take appropriate security measures to ensure that such personal information remains
confidential. Reasonable care must be taken to store personal information to prevent
accidental or unauthorized disclosure; the more sensitive the information, the more
stringent the security measures that will be taken. Access to personal information within
the Company shall be on a need-to-know basis. The Companys policy is to retain
personal information only for as long as is necessary to satisfy the purposes for which it
was collected, or as required or permitted by law.

Personal information will be used
only for the purpose for which it was collected. The consent of the person concerned or
his or her legal representative will be obtained before using personal information for
other purposes or to communicate personal information to another party. In exceptional
circumstances personal information may be communicate without the consent of the person
concerned, such as:

| |  | to
a person responsible for the prevention, detection or repression of crime;
| | - | -----------------------------------------------------------------------------

| |  | to
a public body that collects such information as part of its function;
| | - | ------------------------------------------------------------------------

| |  | to
a person who must act urgently to protect the life, health or safety of the person
concerned; or
| | - | ---------------------------------------------------------------------------------------------------

| |  | where
otherwise required or permitted by law.
| | - | ---------------------------------------------

# Recordkeeping, Records
Management and Record Retention

Nymox is required to maintain proper
and adequate records both to further its business objectives and to meet financial, legal,
and regulatory requirements.

16

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In order to meet these requirements,
Nymox maintains a system of internal controls intended to ensure the integrity and
accuracy of its accounting records and financial statements. Any complaints regarding the
Companys accounting, internal accounting controls or auditing matters, including any
questions concerning the integrity, accuracy, reliability and honesty of its accounting
records or financial statements should be dealt with in accordance with the Complaint
Handling procedure set out in Appendix A.

All employees, officers and directors
have an obligation to record information accurately and truthfully and on a timely basis.
In general, all transactions made on behalf of the Company shall be executed in accordance
with managements general or specific authorization and recorded on a consistent
basis. All officers and employees are required to provide the CFO on a timely basis with
originals of any invoices, contracts, agreements, licenses, leases, mortgages, loan
agreements, corporate minutes, employment records, and insurance policies. Any payment,
transfer or disbursement of the Companys funds or property must be supported by
appropriate documentation and be made only for the purpose set out in that documentation.
At no time shall any employee, officer or director falsify, forge, or fraudulently alter
any accounting, financial or other company record.

All Company accounting records and
financial statements must be kept and presented in accordance with the laws of each
applicable jurisdiction. In particular, all Company accounting records must fairly and
accurately reflect in reasonable detail the transactions to which they relate and/or the
Companys assets, liabilities, revenues and expenses. They must not contain any false
or intentionally misleading entries and must be appropriately classified as to accounts,
departments and accounting periods.

The proper storage, maintenance and
retention of corporate records is an important aspect of the Companys business.
Nymox operates in a number of highly regulated areas, each with their own complex
regulatory requirements concerning recordkeeping, records management and record retention.
It is impracticable to list all these requirement here. Company managers are expected to
acquaint themselves with the relevant requirements and maintain record systems designed to
comply with these requirements, including instructing necessary employees on pertinent
aspects.

Deletion, falsification or
destruction of significant or important records and information can have serious legal and
business consequences both for the individual and for the company. At no time shall an
employee, officer or director destroy or alter any document or record that may be the
subject of any pending, threatened or likely claim, controversy or proceeding, whether
investigative, administrative or judicial.

The audit process is an integral part
of the Companys financial controls and recordkeeping process and an essential
requirement for public companies. No officer, director or employee shall:

| |  | make
or cause to be made a materially false statement  or
| | - | ---------------------------------------------------------

| |  | omit
to state or cause another person to omit to state any material fact that is necessary in
order to make statements made not misleading
| | - | ------------------------------------------------------------------------------------------------------------------------------------------

17

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to an accountant in connection with
any audit, review or examination of the Companys financial statements or securities
filings. As well, no officer, director or employee shall directly or indirectly take any
action to coerce, manipulate, mislead or fraudulently influence any accountant engaged in
the performance of an audit or review of financial statements of the Company if such
action could result in rendering the Companys financial statements materially
misleading.

# Antitrust/Fair
Competition

Nymoxs policy is to compete
vigorously, aggressively, and successfully in todays increasingly competitive
business climate, and to do so at all times in compliance with all applicable antitrust
and competition laws throughout the world.

Antitrust and competition law is a
complex area and any questions about compliance should be raised with the Companys
General Counsel before proceeding.

Specific areas of concern are:

| |  | price
fixing and market division agreements with competitors.
| | - | -------------------------------------------------------------

| | Discussions
with competitors regarding customers, pricing policies, bids, discounts, promotions, terms
and conditions of sale and any other proprietary or confidential information should be
avoided. An unlawful agreement need not be written or even consist of express commitments.
Agreements can be inferred based on loose talk, informal discussions, or the
mere exchange of certain information.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | resale
price maintenance where a good or service is sold with a stipulation that it cannot be
resold for a price lower than a preset threshold.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------

| | General
Counsel should be consulted before entering into any agreement or arrangement that may
have the effect of resale price maintenance.
| | -------------------------------------------------------------------------------------------------------------------------------------------

# Computer and Internet
Use

The use of computers, the Internet
and other advanced information technologies and resources are an important part of
Nymoxs business.

In general, these resources are to be
used solely for business purposes. Limited personal use may be acceptable if it does not
interfere with job duties or company business and is not otherwise inconsistent with this
Code of Business Conduct. These resources may not be used for personal gain, political
purposes or solicitation of any kind.

18

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The policies concerning
confidentiality, privacy and corporate communications apply to computer and Internet
communications such as email and messaging, Confidential, private or proprietary
information of Nymox, or its employees, officers, customers, suppliers, or consultants
should not be disclosed without proper authorization. No officer, employee or director
shall at any time post any material, information or communication whatsoever on any
chatline, chatroom or other such Internet or online forum devoted, in whole or in part, to
the Company or its business.

These resources should never be used
for illegal purposes, such as unauthorized downloading, uploading or sending copyrighted
materials such as music or movies.

Good judgment should be used in
sending information and message to others, both within and outside of the Company. Sending
any information that could be insulting or offensive to another employee or other person,
such as graphic, vulgar, violent, racially or sexually offensive materials or abusive,
obscene, defamatory, harassing, discriminatory, derogatory, offensive, or threatening
messages is prohibited.

All information on a Company
computer, storage device or network, email or Internet server belongs to the Company and
is not private. The Company reserves the right to access, use or disclosed or any
information on Company computers or resources at any time for any reason to the full
extent permitted by law. All passwords used to access a file, computer, email, Internet
Service Provider, net work or other resources must be reported to a supervisor or to the
CFO.

It is important that these resources
be used properly. Users should ensure that system and antivirus software is kept
up-to-date and that passwords and other information that may allow unauthorized access to
the system are kept confidential and secure. Appropriate care should be taken in opening
unsolicited email attachments. Unauthorized downloading of software and computer games is
not permitted. Interfering with or disrupting the normal operation of Company computer
systems, networks and resources is prohibited.

# Reporting and
Investigating Violations and Misconduct

Nymox operates an open
door policy where all employees, officers and directors are encouraged to
communicate their ideas and concerns directly to management. It is important that ideas
and concerns be communicated promptly so that they may be addressed in a timely fashion.
Working together in an atmosphere of trust and cooperation provides the most productive
work environment.

Any employee, officer or director who
knows or suspects that any activity, policy or practice of Nymox or any of its officers,
employees or directors may be:

| |  | a
violation of any law, rule or regulation;
| | - | -------------------------------------------

| |  | illegal,
criminal or fraudulent,
| | - | --------------------------------

19

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| |  | a
violation of this Code of Business Conduct or any other Company policy,
| | - | -------------------------------------------------------------------------

| |  | unethical
or incompatible with a clear mandate of public policy concerning the public health,
safety or          welfare or protection of the environment, or
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | questionable
with regard to accounting, internal auditing controls or auditing matters related to Nymox
| | - | -------------------------------------------------------------------------------------------------------

must report his or her concerns
immediately to management or, if necessary, to the Companys Audit Committee: see
Appendix A. When in doubt about the best course of action in a particular situation,
senior management or General Counsel should be consulted.

Reports or complaints of questionable
accounting, internal accounting controls or auditing matters relating to Nymox are
governed by the Audit Committees Complaints Handling Procedures outlined in Appendix
A. Examples of such concerns include:

| |  | fraud
or deliberate error in the preparation, evaluation, review or audit of any Nymox
financial statement;
| | - | -----------------------------------------------------------------------------------------------------------

| |  | fraud
or deliberate error in the recording and maintaining of Nymox's financial records;
| | - | ----------------------------------------------------------------------------------------

| |  | deficiencies
in, or noncompliance with, Nymox's internal accounting controls;
| | - | -----------------------------------------------------------------------------

| |  | misrepresentation
or false statement to, or by, a senior officer or accountant regarding a matter contained
in Nymoxs financial records, financial reports or audit reports; or
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | deviation
from full and fair reporting of Nymox's financial condition.
| | - | ----------------------------------------------------------------------

An employee or officer may submit an
anonymous and confidential complaint concerning questionable accounting or auditing
matters to the Audit Committee as provided in Appendix A.

Nymoxs policies prohibit any
retaliation, retribution or intimidation for any such reports of misconduct or violations
made in good faith.

An officer, manager or supervisor
receiving a report of a violation or suspected of this Code of Business Conduct or any
legal or ethical requirement of misconduct is required to:

| | 1. | promptly
investigate the report or to refer the matter immediately to the           companys
General Counsel for investigation,
| | -- | --------------------------------------------------------------------------------------------------------------------------------

| | 2. | provide
the report (if in writing) or the details of the report otherwise to the           companys
General Counsel and to his or her supervisor or immediate           superior,
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 3. | take
any necessary reasonable action within the scope of his or her authority as           is
appropriate in the circumstance, and
| | -- | ----------------------------------------------------------------------------------------------------------------------------------

| | 4. | report
what action was taken to the companys General Counsel and to his or           her
supervisor or immediate superior along with any recommendations about how to
          detect, prevent or deal any such similar violations in the future.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Any complaints regarding accounting,
internal accounting controls or auditing matters may also be forwarded to the Audit
Committee in accordance with the Audit Committee Complaint Handling Procedure set out in
Appendix A.

A violation of this Code of Business
Conduct can result in disciplinary proceedings, including suspension, termination of
employment or office or immediate dismissal. As well, violations that involve criminal or
other illegal conduct may be reported to the appropriate government authorities for
action.

20

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# Receipt and Review of
the Code

I, , acknowledge that I have
received a copy of the Code of Business Conduct and undertake to read and understand it.

I understand that I am expected to
follow the Code of Business Conduct and that failure to comply with the provisions of the
Code of Business Conduct may result in disciplinary action, including immediate dismissal.

I also understand that Nymox reserves
the right to amend, alter or delete any of the policies in this Code of Business Conduct
at any time for any reason and that I will be expected to comply with any such new or
amended policies.

|Date: ____________________ | _______________________________________________
|-------------------------- | -----------------------------------------------
|                           | Signature                                      
|                           | _______________________________________________
|                           | Name                                           

21

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# Appendix A

# Policies and Procedures
about Handling Complaints Regarding Accounting, Internal Accounting Controls or AuditingMattersAudit
Committee, Board of Directors, Nymox Pharmaceutical Corporation

|1. | Purpose
|-- | -------

Integrity, accuracy, reliability, and
honesty in financial reporting are key elements of Nymox Pharmaceutical Corporations
obligations to its shareholders, employees, officers and directors.

These policies and procedures
establish an effective mechanism for handling complaints received by the Company regarding
accounting, internal accounting controls, or auditing matters. As such, they are an
integral part of the Companys commitment to compliance with all applicable
securities laws and regulations, accounting standards, accounting controls and audit
practices. They also form an important component of the Companys internal controls
designed to provide reliable financial reporting and the accurate and timely disclosure of
material information about the Company.

|2. | Scope
of these Policies and Procedures
|-- | --------------------------------------

These policies and procedures cover
complaints received by the Company regarding accounting, internal accounting controls or
auditing matters. Throughout this document these policies and procedures about handling
complaints regarding accounting, internal accounting controls or auditing matters will be
referred to as the Complaint Handling Policy.

The Company refers to Nymox
Pharmaceutical Corporation and its subsidiaries including Nymox Corporation and Serex,
Inc.

The term Complaint refers
to complaints regarding the Companys accounting, internal accounting controls or
auditing matters, including any questions concerning their integrity, accuracy,
reliability and honesty. Specific examples of such Complaints include allegations
concerning the Company or any of its employees, officers, directors or agents regarding:

| |  | fraud;
| | - | ------

| |  | theft
of Company property or funds;
| | - | -----------------------------------

| |  | kickbacks
or bribes;
| | - | --------------------

| |  | unauthorized
payments, loans or other compensation (including shares in the Company);
| | - | -------------------------------------------------------------------------------------

| |  | misallocation
of the Company's revenues or expenditures for accounting purposes, such as mis-reporting
              of operating expenses as capital expenditures;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | forgery
or fraudulent creation, alteration or destruction of purchase orders, contracts,
invoices,               checks and other financial documentation;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------

22

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| |  | payments
for products and services never received
| | - | -------------------------------------------------

| |  | interference
with the conduct of a Company audit; and
| | - | -----------------------------------------------------

| |  | interference
with the conduct of an investigation into a Complaint.
| | - | -------------------------------------------------------------------

These examples are for illustration
only and are not intended to be exhaustive of all possible Complaints.

A Complaint may be received from any
employee, officer or director of the Company or from any third party such as the
Companys outside auditor, suppliers, contractors or regulators.

|3. | Responsibilities
|-- | ----------------

|A. | Audit
Committee
|-- | ---------------

The Companys Audit Committee
has the overall responsibility for establishing and administering this Complaint Handling
Policy, for receiving and investigating any Complaint and for reviewing the investigation
and handling of Complaints.

The Audit Committee has the authority
to direct an investigation be conducted into any Complaint regarding accounting, internal
accounting controls, or auditing matters. The Audit Committee shall have the power and
authority to retain and determine funding for independent counsel, accountants, or other
advisors as it determines necessary to carry out any such investigation. The Committee may
exercise this authority in response to specific circumstances that the Committee
determines make such action to be in the best interests of the company and its
shareholders. In addition, the Companys Chief Financial Officer and General Counsel
shall provide administrative support as directed by the Audit Committee.

|B. | Chairman
of the Audit Committee
|-- | -------------------------------

The Chairman of the Audit Committee
has the primary responsibility for the investigation of Complaints involving allegations
of misconduct or malfeasance against any member of senior management.

The Chairman may also, in his or her
discretion, investigate other Complaints.

|C. | Chief
Financial Officer
|-- | -----------------------

The Companys Chief Financial
Officer has the responsibility of conducting any necessary internal investigation of any
Complaint not involving allegations of misconduct or malfeasance against any member of
senior management.

The Chief Financial Officer shall
report to the Audit Committee on a timely manner the details of all Complaints received or
investigated by him or her, including the results of any investigations and resolutions of
the Complaints.

23

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|D. | Employees,
Officers and Directors
|-- | ---------------------------------

All employees, officers and directors
of the Company have the responsibility and obligation to report any Complaints or
suspicions, allegations or concerns about the Companys accounting, internal
accounting controls or auditing matters to their immediate supervisor, to the
Companys Chief Financial Officer and/or to the Chairman of the Audit Committee.

Any manager or employee in a
supervisory capacity, officer or director of the Company who receives a Complaint has the
responsibility of receiving, recording, and retaining the details of the Complaint and of
referring the Complaint to the Companys Chief Financial Officer.

|4. | Making
a Complaint
|-- | ------------------

Any person, whether or not a current
employee, officer or director of the Company, may make a Complaint. An employee may make a
Complaint to a supervisor, a senior officer or a director.

A Complaint may be made verbally or
in writing. In general, it is preferable (but not required) that a Complaint be in
writing, dated and with enough details to provide reasonable information about the nature
of the Complaint and the transaction(s) and/or employee(s) or officer(s) complained about.

Complaints may be made anonymously
and/or with a request for confidentiality.

A person wishing to make an anonymous
Complaint may do so by submitting it in writing in a sealed envelope marked
Confidential addressed to the Companys Chief Financial Officer or
directly to the Chairman of the Audit Committee or any other member of the Audit
Committee. Anonymous complaints may also be made by telephone or email.

|5. | No
Retaliation for Making a Complaint
|-- | -------------------------------------

No retaliation of any kind shall be
taken against any employee who makes a Complaint.

In particular, the Company, its
employees, officers, directors, agents or contractors shall not discharge, demote,
suspend, threaten, harass, or in any other manner discriminate against any employee in the
terms and conditions of employment because the employee made a Complaint.

|6. | Receiving
a Complaint
|-- | ---------------------

Any employee, officer or director of
the Company who receives a Complaint shall take all reasonable steps to record and
preserve the Complaint.

24

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Any envelopes marked
Confidential addressed to the Companys Chief Financial Officer or to the
Chairman or other member of the Audit Committee shall be forwarded unopened to the
addressee.

Complaints in writing shall be dated
as of the date of receipt and initialed by the person receiving the Complaint.

A verbal Complaint shall be reduced
to writing by the person receiving the Complaint as soon as possible in a note of the
Complaint. The note should contain the date the Complaint was received, the name of the
person receiving the Complaint and, if possible, enough details to provide reasonable
information about the nature of the Complaint and the transaction(s) and/or employee(s) or
officer(s) complained about. If possible, the person receiving the Complaint should read
the note back to the person making the Complaint in order to confirm the nature and
details of the Complaint.

Before referring a Complaint for
investigation, the person receiving the Complaint shall make a copy of the Complaint and
keep the copy stored in a safe and secure manner.

Complaints should be treated as
confidential and only be disclosed in accordance with this Complaint Handling Policy.

|7. | Referral
of Complaints for Investigation
|-- | ----------------------------------------

In the normal course, an employee or
officer receiving a Complaint from another employee shall promptly forward the Complaint
to the Companys Chief Financial Officer.

Complaints involving allegations of
misconduct or malfeasance against any member of senior management shall be forwarded in a
sealed envelope marked Confidential to the Chairman of the Audit Committee.

A director or a member of the Audit
Committee receiving a Complaint shall refer the Complaint to the Chairman of the Audit
Committee.

In exceptional circumstances, such as
where the Complaint concerns a report of an imminent danger of loss or destruction of
Company property, assets, financial records or funds, the person receiving such a
Complaint may take immediate steps to prevent or mitigate such occurrences.

|8. | Investigation
of Complaints
|-- | ---------------------------

The Companys Chief Financial
Officer shall conduct the investigation of all Complaints received or referred to him or
her other than Complaints involving allegations of misconduct or malfeasance against any
member of senior management. Complaints involving allegations of misconduct or malfeasance
against any member of senior management shall be forwarded in a sealed envelope marked
Confidential to the Chairman of the Audit Committee.

25

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The Chairman of the Audit Committee
shall conduct the investigation of all Complaints involving allegation(s) against any
member of senior management. The Chairman may refer any Complaint received or referred to
him or her not involving allegation(s) against senior management to the Companys
Chief Financial Officer for investigation.

The person conducting the initial
investigation of a Complaint shall promptly:

| | 1. | open
an investigation file containing the Complaint and any records, files,
               notes and other documentation made concerning the Complaint;
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------

| | 2. | take
reasonable steps to ensure that the contents of the investigation file are
               kept safe, secure and confidential;
| | -- | ----------------------------------------------------------------------------------------------------------------------------------

| | 3. | advise
the Chairman and other members of the Audit Committee of the Complaint;
| | -- | ------------------------------------------------------------------------------

| | 4. | conduct
an initial screening of the Complaint to determine whether an
               investigation is required; and, if so determined,
| | -- | --------------------------------------------------------------------------------------------------------------------------------------

| | 5. | begin
an investigation regarding the Complaint.
| | -- | -----------------------------------------------

An investigation is not required for
Complaints that on their face do not concern accounting, internal accounting controls, or
auditing matters. These complaints shall be referred to the appropriate employee, officer
or director for any required action, if any, a note of this decision shall be included in
the investigation file and the Audit Committee shall be advised of the decision.

An investigation is also not required
for Complaints that are on their face patently frivolous. A note of this decision shall be
included in the investigation file and the Audit Committee shall be advised of the
decision.

All other Complaints shall be
investigated in a timely and professional manner. A record of the investigation shall be
kept in the investigation file along with any relevant documentation, interviews and other
information or evidence.

All Complaints, investigative
reports, records, interviews and other information and evidence relating to the
investigation of the Complaint will be kept confidential to the extent possible,
consistent with the need to conduct an adequate investigation.

The Chairman of the Audit Committee
may, in consultation with the Audit Committee as a whole and with the Companys Chief
Executive Officer (if not otherwise inappropriate), refer the investigation of a Complaint
to an outside investigator, including the Companys auditor, in appropriate
circumstances.

26

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The person conducting the
investigation may contact the Companys Chief Executive Officer, Chief Financial
Officer or General Counsel to request information, assistance and support necessary to
fairly investigate the Complaint.

All employees, officers and directors
of the Company shall provide as directed or requested any information, assistance and
support necessary to fairly investigate the Complaint. No employee, officer or director of
the Company shall obstruct, impede or interfere with the conduct of the investigation of a
Complaint.

Upon completion of an investigation
not involving allegation(s) against a member of senior management, the person conducting
the investigation shall report the results of the investigation to the Companys
Chief Executive Officer and its Chief Financial Officer. The Companys management
shall take steps to promptly review the report and take any necessary corrective action.

Upon completion of an investigation
involving allegation(s) against a member of senior management, the person conducting the
investigation shall report the results of the investigation to the Audit Committee. The
Audit Committee shall review the results of the investigation and report any findings and
recommended corrective actions to the Board of Directors and to the Companys Chief
Executive Officer and Chief Financial Officer (if not otherwise inappropriate). Upon
receipt of the Audit Committees report, the Board of Directors and/or the
Companys Chief Executive Officer or Chief Financial Officer shall promptly review
the report and take any necessary corrective action.

| | 9. | Audit
Committee Review of Complaint Handling
| | -- | --------------------------------------------

The Chief Financial Officer and the Chairman
of the Audit Committee will provide the Audit Committee on a regular basis with the
details and results of all ongoing and completed investigations of Complaints (including
all Complaints that have been screened for no investigation) and any corrective actions
taken. On request, the Audit Committee shall have access to the contents of any
investigation file into a Complaint.

The Audit Committee shall have the
right to investigate, review and/or re-investigate any Complaint and report any findings
and recommended corrective actions to the Board of Directors and to the Companys
Chief Executive Officer and Chief Financial Officer (if not otherwise inappropriate).

| | 10. | Retention
of Complaints and Investigative Files
| | --- | -----------------------------------------------

All Complaints, the completed
investigation files concerning any Complaints, the results of the investigation into
Complaints, the minutes of any Audit Committee or Board meetings concerning any Complaint
and any corrective actions taken in response to any Complaint shall be stored in the
Company files and retained for six years.

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|11. | Distribution
of this Complaint Handling Policy
|--- | ----------------------------------------------

The Complaint Handling Policy shall
be distributed to the Companys employees, officers and directors and included as an
appendix to any Code of Business Conduct adopted by the Company for its employees,
officers and directors.

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# Appendix B

# Code of Ethics for
Senior Financial Officers

# Statement of Principle

Nymox is committed to maintaining the
highest standard of moral and ethical behavior in its relationships with its stockholders,
customers, suppliers, and partners and with the communities in which it conducts business.
All employees, officers and directors are expected to conduct themselves professionally
and in a manner that will enhance the reputation of the Company and its business and avoid
even the appearance of improper personal or business conduct.

This Code of Ethics for Senior
Financial Officers, applies to the Companys chief executive officer (CEO) and the
chief financial officer (CFO) as well as other senior officers of the Company and its
subsidiaries who perform similar functions, and includes officers acting as a head of a
subsidiary or an affiliate or in the capacity as comptroller or head of accounting
(Senior Financial Officers). This Code of Ethics for Senior Financial Officers
supplements the Companys Code of Business Conduct, which sets forth fundamental
principles and key policies and procedures that govern the conduct of all of the members
of the Board of Directors, officers and employees of our Company. Senior Financial
Officers are bound by the requirements and guidelines set forth in the Code of Business
Conduct, this Code of Ethics for Senior Financial Officers and other policies and
procedures provided by the Company to its employees. For questions about the provisions of
this Code of Ethics for Senior Financial Officers, apparent conflicts between this Code of
Ethics for Senior Financial Officers and applicable law, or your conduct or the conduct of
others in a particular circumstance, the Compliance Procedures at the end of
this Code of Ethics for Senior Financial Officers should be followed. Senior Financial
Officers are expected to comply with this Code of Ethics for Senior Financial Officers,
except in cases where an applicable law conflicts with the Code of Ethics for Senior
Financial Officers. The provisions of this Code of Ethics for Senior Financial Officers
will be vigorously enforced and violators will be subject to disciplinary action, up to
and including termination of employment.

# Honest and Ethical
Conduct

|1. | Compliance
with Laws, Rules and Regulations
|-- | -------------------------------------------

Senior Financial Officers are
expected to carry out their responsibilities in compliance with all applicable laws, rules
and regulations and in accordance with the highest standards of business ethics. Senior
Financial Officers are expected to remain informed on laws and regulations applicable to
their responsibilities and to ensure that those reporting to them are also informed.
Advice in this regard should be sought from the Companys General Counsel and other
sources whenever appropriate.

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|2. | Full
and Fair Disclosure
|-- | ------------------------

Senior Financial Officers are
expected to provide and to promote the disclosure of full, fair, accurate, timely and
understandable Company information in compliance with all applicable laws, rules and
regulations in all reports and documents that the Company files with, or submits to, the
Securities and Exchange Commission, the NASDAQ Market, and other federal, state and
provincial government or market regulatory bodies and in all other public communications
made by the Company. In furtherance of the foregoing, Senior Financial Officers are
responsible for ensuring that the Companys books and records are maintained in
accordance with applicable accounting policies, laws, rules and regulations; and
establishing and maintaining internal controls and procedures and disclosure controls and
procedures designed to assure that financial information is recorded, processed and
transmitted to those responsible for preparing periodic reports and other public
communications containing financial information so that they are complete, accurate and
timely. No Senior Financial Officer shall take any action to unlawfully influence, coerce,
manipulate or mislead the Companys independent auditors for the purpose of rendering
the Companys audited financial statements materially misleading.

|3. | Conflicts
of Interest
|-- | ---------------------

Senior Financial Officers are
expected to avoid conflicts of interest situations. A conflict of interest occurs when an
individuals private interests interfere, or appear to interfere or conflict, in any
way, with the interests of the Company, such as when the individual receives improper
personal benefits as a result of his or her position with the company, or when the
individual has other duties, responsibilities or obligations that run counter to his or
her duty to the company. In addition to the conflicts of interest listed in the Code of
Business Conduct, Senior Financial Officers must avoid the following actions that may give
rise to a conflict of interest or the appearance of a conflict of interest:

| |  | accepting
any benefits from the Company that have not been duly authorized and approved pursuant to
Company policy and procedure;
| | - | ---------------------------------------------------------------------------------------------------------------------------------

| |  | participating
in a joint venture, partnership or other business arrangement with the Company or any of
its affiliates, without the prior written approval of the Board; and
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | accepting,
directly or indirectly, money or benefits of any kind from a third party as compensation
or payment for any advice or services provided to a client, supplier or anyone else in
connection with its business with the Company.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Senior Financial Officers must
disclose to the Board or General Counsel whenever a spouse or significant other, children,
parents, or in-laws, or anyone else with whom the senior financial officer has a familial
relationship, is an employee, officer, director, principal or major shareholder of
competitor, customer or supplier of the Company (Business Partner). The
Company will assess the extent of any conflict or appearance of conflict and how that
issue may be resolved. The Company will refer the situation to the Audit Committee of the
Board for review and approval, if appropriate. Senior Financial Officers must carefully
guard against inadvertently disclosing the Companys confidential information to any
Business Partner or being involved in decisions on behalf of the Company concerning any
such Business Partner.

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Senior Financial Officers must
disclose on an ongoing basis any existing, proposed or potential related party
transactions between the Company and themselves or a Business Partner (or an enterprise
controlled by either of them) to the Company for review for potential conflict of interest
situations and referral to the Audit Committee if so required. All such transactions
meeting the test of related party transaction under the applicable SEC, NASDAQ
or other securities law rules must be reviewed and approved by the Audit Committee of the
Board.

It is not possible to list all
situations in which a conflict of interest may exist or may appear to exist. The Company
relies on the integrity and good judgment of Senior Financial Officers in these matters.
If questions arise, Senior Financial Officers should consult with General Counsel. Any
Senior Financial Officer who becomes aware of a conflict or potential conflict must bring
it to the attention of the General Counsel or the Board.

|4. | Corporate
Opportunities
|-- | -----------------------

A Senior Financial Officer violates
his or her duty of loyalty to the Company if he or she personally profits from a business
opportunity that rightfully belongs to the Company. Senior Financial Officers are
prohibited from taking for themselves personally opportunities that are discovered through
the use of corporate property, information or position without the prior written consent
of the Company and approval of the Board. Senior Financial Officers may not use corporate
property, information, or position for improper personal gain, and may not compete with
the Company. In addition, Senior Financial Officers owe a duty to the Company to advance
the Companys legitimate interests when the opportunity to do so arises.

|5. | Confidentiality
|-- | ---------------

Senior Financial Officers must
maintain the confidentiality of non-public proprietary information entrusted to them by
the Company or its customers or other parties with whom we do business, except when
disclosure is authorized or legally required. The Companys General Counsel or
outside counsel can advise when disclosure is so authorized or required. This principle
applies to all communications, whether oral, written or electronic. Examples of
proprietary information are set forth in the Code of Business Conduct. In addition, all
Senior Financial Officers are expected to fully understand and comply with the
Companys policies on the protection of proprietary information as set out in the
Code of Business Conduct. It is important to remember that all employees, as a condition
to employment, signed an agreement to maintain the confidentiality of the Companys
proprietary information and to use such information only in the course of employment.
These obligations continue even after an employee leaves the Company.

|6. | Insider
Trading
|-- | ---------------

Senior Financial Officers who have
access to material non-public information regarding the Company or any other entity are
not permitted to use or share that information for purposes of trading securities of the
Company or such other entity or for any other purpose except for the conduct of our
business. All material non-public information should be considered confidential
information. Senior Financial Officers must read and comply with the Companys
procedures and policies for trading in Company stock. In addition, all Senior Financial
Officers must report all their trades and holdings in Company stock to the CFO and provide
appropriate authorization for the reporting of such trades or holdings to the appropriate
regulatory authority on a timely basis.

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|7. | Fair
Dealing
|-- | ------------

Senior Financial Officers are
expected to respect and protect any confidential or proprietary information shared by
customers, suppliers or others. No Senior Financial Officer acting on behalf of the
Company should take unfair advantage of others through dishonest, unethical or illegal
practices, including false or misleading statements.

|8. | Protection
and Proper Use of Company Assets
|-- | -------------------------------------------

All Senior Financial Officers should
protect the Companys assets, including its proprietary information, to ensure their
efficient use. Theft, carelessness and waste have a direct impact on the Companys
profitability. All Company assets (including Company equipment) should be used only for
legitimate business purposes. Any suspected incident of misuse of Company assets, fraud or
theft should be immediately reported for investigation.

|9. | Loans,
Expenses and Disbursements
|-- | ---------------------------------

Any proposed loans to a Senior
Financial Officer must be vetted by the Audit Committee of the Board for compliance with
legal requirements and corporate policy and approval. Any reimbursement of expenses or
disbursements to a Senior Financial Officer or his or her family member must be
pre-approved by the CFO. A Senior Financial Officer with signing authority over any of the
accounts of the Company must get pre-approval from the CFO of any significant disbursement
of funds from that account.

|10. | Encouraging
the Reporting of any Illegal or Unethical Behavior
|--- | --------------------------------------------------------------

Senior Financial Officers are
expected to promote ethical behavior and create a culture of compliance with all
applicable laws, rules and regulations. Senior Financial Officers should promote an
environment in which the Company:

| |  | encourages
employees to communicate openly with supervisors, managers and other appropriate
personnel when in doubt about the best course of action in a particular situation;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | encourages
employees to report violations of laws, rules and regulations to appropriate personnel; an
| | - | -----------------------------------------------------------------------------------------------------

| |  | informs
employees that the Company will not allow retaliation for reports made in good faith.
| | - | ---------------------------------------------------------------------------------------------

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# Compliance Procedures

|1. | Oversight
|-- | ---------

All employees, officers and directors
must work to ensure compliance with this Code of Ethics for Senior Financial Officers and
prompt and consistent action against violations. This Code of Ethics for Senior Financial
Officers sets forth certain general guidelines, and does not address every specific
situation that may arise. General Counsel can provide guidance on interpreting and
applying this Code of Ethics for Senior Financial Officers as well as the Code of Business
Conduct when questions arise.

|2. | Reports
of Noncompliance
|-- | ------------------------

Senior Financial Officers must report
suspected instances of violations of this Code of Ethics for Senior Financial Officers to
the CEO, CFO or General Counsel, where appropriate. Reports of serious violations of law,
rules or regulations involving the accounting or financial reporting of the Company, the
trading in the Companys stock or the safety of the Companys products shall be
made in writing and may be made anonymously, if necessary. If Senior Financial Officers
are uncomfortable discussing these matters with the above-mentioned persons, they may
report directly to any member of the Audit Committee of the Board.

Complaints regarding the
Companys accounting, internal accounting controls or auditing matters, including any
questions concerning their integrity, accuracy, reliability and honesty are governed by
the Companys policies and procedures about handling complaints as established by the
Audit Committee of the Board.

The Company will not allow
retaliation for reports of misconduct made in good faith by Senior Financial Officers. In
addition, Senior Financial Officers are free to speak to the General Counsel about
questions arising from the provisions of this Code of Ethics for Senior Financial
Officers, apparent conflicts between this Code of Ethics for Senior Financial Officers and
applicable law, or if in doubt about the best course of action to take in a particular
situation.

|3. | Accountability
|-- | --------------

All reported violations of this Code
of Ethics for Senior Financial Officers will be promptly investigated and dealt with. All
such reports shall be treated confidentially to the fullest extent possible. Senior
Financial Officers are expected to cooperate fully in any internal investigations of
misconduct. Every reasonable effort will be made to prevent the occurrence of conduct not
in compliance with this Code of Ethics for Senior Financial Officers and to halt and
remediate any such conduct that may occur as soon as reasonably possible after its
discovery.

Senior Financial Officers who violate
this Code of Ethics for Senior Financial Officers, the Code of Business Conduct and/or
other Company policies and procedures will be subject to disciplinary actions, up to and
including termination of employment. In special cases, the Company may be obligated to
refer violations of this Code of Ethics for Senior Financial Officers to appropriate law
enforcement officials. Senior Financial Officers are expected to cooperate fully in any
governmental investigation.

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In addition, disciplinary measures,
up to and including termination of employment, will be taken against any Senior Financial
Officer who directs or approves infractions or violations of this Code of Ethics for
Senior Financial Officers, the Code of Business Conduct or other Company policies or
procedures or has knowledge of them and does not promptly report and correct them in
accordance with this Code of Ethics for Senior Financial Officers, the Code of Business
Conduct or other applicable Company policies.

|4. | Amendments
to and Waivers to the Code of Ethics for Senior Financial Officers
|-- | -----------------------------------------------------------------------------

Only the Audit Committee of the Board
of Directors shall have the authority to grant or approve any waiver or substantive
amendment of this Code of Ethics for Senior Financial Officers. Waivers shall be granted
only when truly necessary and warranted, and be subject to limitations and qualifications
designed as to protect the Company to the greatest extent possible. Any such waiver along
with the reasons for the waiver and any such amendment to this Code of Ethics for Senior
Financial Officers shall be disclosed promptly to the shareholders and the public, as
required by law or regulation.

34