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                                  Form 20 - F

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

                                       or

[X]  Annual report pursuant to section 13 or 15(d) of the Securities
     Exchange Act of 1934 [Fee required] - For the fiscal year ended
     December 31, 1999

                                       or

[ ]  Transition report pursuant to section 13 or 15(d) of the Securities
     Exchange Act of 1934 [No fee required]         -        For the transition
     period from                 to

                Commission file number(s): SEC Filer, 72731,356

                       Registrant: File Number: 001-12033

                                CIK: 0001018735


                        Nymox Pharmaceutical Corporation
             (Exact name of registrant as specified in its charter)
                                     Canada

                (Jurisdiction of incorporation or organization)
                        9900 Cavendish Blvd., Suite 306
                      St. Laurent, Quebec, Canada, H4M 2V2

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


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

 Securities registered or to be registered pursuant to section 12(g) of the Act
                                  Common Stock

 Securities registered or to be registered pursuant to section 15(d) of the Act
                                      None

Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of the period covered by the annual
report: 20,003,804 shares as of December 31, 1999.

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

                 Yes [X]                                  No [ ]

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

               Item 17 [ ]                             Item 18  [X]


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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

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

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

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

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

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

     -    manage its growth and the commercialization of its products,

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

     -    successfully compete in its markets,

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

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

     -    achieve regulatory clearances for its products,

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

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

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

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

Although Nymox believes that the forward-looking statements contained in this
annual report are reasonable, it cannot ensure that its expectations will be
met. These statements involve risks and uncertainties. Actual results may differ
materially from those expressed or implied in these statements. Factors that
could cause such differences include, but are not limited to, those discussed in
the section entitled "Significant Risks That Could Materially Impact Our
Operations" in Item 1, Description of Business.

PART I

ITEM 1.  DESCRIPTION OF BUSINESS

In this annual report, the term "Nymox" refers to both Nymox Pharmaceutical
Corporation and its affiliates, Nymox Corporation and Serex, Inc. and, where
applicable, a predecessor private corporation, DMS Pharmaceuticals Inc.

INTRODUCTION

Nymox is a development stage biopharmaceutical company based in Maywood,
New Jersey and Saint Laurent, Quebec, Canada.

We specialize in the research and development of therapeutics and diagnostics
for the aging population with an emphasis on Alzheimer's disease. Alzheimer's
disease is a progressive, terminal brain disease of the elderly marked by an
irreversible decline in mental abilities, including memory and comprehension,
and often accompanied by changes in behavior and personality. It currently
afflicts an estimated four million people in the United States and at least
20 million people worldwide. As the baby-boomer generation continues to age,
these figures are expected to rise sharply.

DIAGNOSTIC PRODUCTS FOR ALZHEIMER'S DISEASE

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

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

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accurate and convenient test that could detect a biochemical change early in
patients with Alzheimer's disease. We believe our AD7C(TM) provides such a test.

AD7C(TM) TEST

We market a proprietary diagnostic test for Alzheimer's disease, known as the
AD7C(TM) Test, through our reference laboratory in Maywood, New Jersey. The test
is available both as a urine test, where the patient provides a first-morning
urine sample for testing, and as a cerebrospinal fluid test, where a doctor
draws a small sample of spinal fluid from the patient. The patient's doctor then
forwards the sample to our laboratory where our technical staff performs the
test. We then report the results to the doctor.

The AD7C(TM) Test measures the level of a brain protein called neural thread
protein which is elevated early in Alzheimer's disease as reported both in the
scientific literature and at scientific conferences. Researchers at the
Massachusetts General Hospital and Brown University led by Doctors Suzanne de la
Monte and Jack Wands first found large amounts of the protein in the brains of
patients known to have died with Alzheimer's disease. Subsequent research led to
the characterization of the protein and the development of a highly sensitive
test to detect the presence of the protein not only in brain tissue but also in
the spinal fluid and urine of patients diagnosed with Alzheimer's disease. There
is evidence that the protein is associated with the growth and sprouting of
brain cells and accordingly one possible explanation for its increased
production in the brains of patients with Alzheimer's disease may be as one of
the body's responses to the widespread destruction of brain cells that occurs
with AD. The protein is also associated with cell death in brain cell cultures
in the laboratory and therefore may also play a role in the cell loss in the
disease.

Nymox believes that its AD7C(TM) test can assist a physician faced with the task
of diagnosing whether a patient has Alzheimer's disease. In company funded
trials to date, involving over 500 clinical samples, the test results were
positive for over 80% of the patients with verified Alzheimer disease and
negative in over 89% of subjects without the disease (known as a low false
positive rate). The low rate of positive results for patients without the
disease is important for doctors investigating patients with subtle or marginal
symptoms of mental, emotional, cognitive, or behavioral changes. If the doctor
can rule out Alzheimer's with more assurance, a great deal of patient and family
anguish and anxiety will be avoided. A low test score will help the doctor to be
more certain that Alzheimer's disease is not the cause of the patient's symptoms
and to target the other, often reversible causes of the patient's symptoms, such
as depression.

These trials have been confirmed by verification of the diagnosis through
postmortem examination of brain tissue. To date, several studies published in
scientific publications or presented at scientific conferences have confirmed
the accuracy of the AD7C(TM) test. These publications include the Journal of
Clinical Investigation (1997; vol.100; pages 3093-3104), the Journal of
Contemporary Neurology (1998; art. 4a), two publications in the Journal of
Clinical Laboratory Analysis (1998; vol.12: 285-288) and (1998; vol.12:223-226),
and Alzheimer's reports (1999; vol.2,no.6:327-332).

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

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

Early diagnosis as facilitated by the AD7C(TM) test represents a potentially
large cost-savings in the form of a reduced number of office visits, lab tests,
scans and other procedures required by the traditional methods of diagnosis.

The AD7C(TM) test is an aid to diagnosis, to be considered together with patient
history, physical examination and other relevant medical data. The test does not
replace a physician's diagnosis.

7C GOLD(TM) AN IMPROVED VERSION OF OUR AD7C(TM) TEST

We are developing an improved version of our AD7C(TM) Test that aids physicians
in the diagnosis of Alzheimer's disease. This version is known as the 7C Gold
test. At present, the AD7C(TM) Test is conducted in a specialized reference
laboratory to which physicians send patient samples to be tested. The 7C Gold
test is designed as a kit which permits the testing of patient samples either in
a general purpose medical laboratory or in a physician's office. Subject to
further laboratory and clinical validation and to any necessary regulatory
approvals, we intend to sell the 7C Gold test worldwide within the next 12 to
18 months. We expect that, if approved, the 7C Gold test will increase the
availability and acceptance of our test while lowering its cost to the patient
or health care payer.

OTHER BIOCHEMICAL INDICATORS OF ALZHEIMER'S DISEASE

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

DEVELOPMENT OF THERAPEUTIC PRODUCTS FOR ALZHEIMER'S DISEASE

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

There is an urgent need for an effective treatment for the illness, caused in
part by the rising health care, institutional and social costs for the treatment
and care of Alzheimer's disease

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sufferers. The Surgeon General's Report on Mental Health released on
December 13, 1999, put the direct health care costs for the illness in the
United States at almost $18 billion for 1996. In a 1998 statement to the House
Appropriations Subcommittee, the Director of the National Institute on Aging,
Dr. Richard J. Hodes, estimated that the cost of care to family, caregivers and
society in general was as much as $100 billion per year.

These costs are expected to rise sharply as the baby boom generation ages and
more people become at risk for the disease. According to Dr. Hodes, the number
of Americans aged 65 or over, now some 34 million, is expected to more than
double by year 2030. Within this group, the population of persons over the age
of 85 is the fastest growing segment. As people live longer, they become more at
risk of developing Alzheimer's disease.

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

DRUGS TARGETING SPHERONS

We are a world leader in research and development into drugs for the treatment
of Alzheimer's disease that target spherons. Nymox researchers believe that
spherons are the cause of senile plaques, the characteristic injury found in the
brains of patients suffering from Alzheimer's disease and widely believed to be
at the root of the illness. Spherons are unique, microscopic-sized balls of
protein found in every person's brain from age 1. As we age, our spherons grow
larger until the cells they are in can no longer hold them. Nymox researchers
believe that, once freed, the spherons burst to form senile plaques and so set
off a chain of events leading to the loss of brain cells and brain function
associated with Alzheimer's disease. In 1998, Nymox researchers summarized their
findings in the Journal of Alzheimer's Disease and in IOS Press - Drug News &
Perspectives. These summaries set forth 20 important criteria of validity
correlating the disappearance of spherons in old age with the appearance of
senile plaques and implicating spherons as the cause of Alzheimer's disease.

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

Based on these research findings and this approach to the treatment of the
disease, we developed proprietary screening systems and used them to discover,
develop and test drug candidates to inhibit the formation of Alzheimer plaques
from spherons. These candidates have the potential to slow or stop the
progression of the disease. Our most promising compound, NXD-2858, has shown the
capability of being taken orally and of crossing the blood-brain barrier into
the brain. To date, this compound shows no significant evidence of toxicity or
significant potential side effects. We also have two other distinct new drug
candidates, NXD-3109 and NXD-1191, neither of which demonstrate significant
toxicity and both of which had positive animal testing results.

We plan to seek regulatory approval for these drug candidates to begin clinical
studies for humans. You should be aware there is no guarantee that any of these
drug candidates will ever

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be approved for marketing as a treatment for Alzheimer's disease. Drug
candidates that look promising in early studies in the laboratory or with
animals often prove on further testing to be unsafe, ineffective or impractical
to use with human patients. The cost of bringing a drug candidate through the
necessary clinical trial and regulatory approvals is very high and will require
us to seek substantial financing through various sources including the issuing
of more stock, the borrowing of funds secured by financial instruments such as
bonds or agreements with major pharmaceutical companies. We risk not be able to
secure such funding in the necessary amounts or on sufficiently favorable terms.

Nymox has patents covering both methods for using spherons as targets for
developing drugs and for the actual drug candidates discovered.

NEURAL THREAD PROTEIN BASED DRUGS

Nymox also developed a unique drug screening system, based on the research that
led to its AD7C(TM) test, to identify other potential drug candidates for the
treatment of Alzheimer's disease. Dr. Suzanne de la Monte and other researchers
at the Massachusetts General Hospital identified the gene that produces neural
thread protein, the brain protein detected by Nymox's AD7C(TM) test. In this
system, researchers inserted the AD7C gene into human brain cells, triggering
the production of the AD7C brain protein associated with Alzheimer's disease.
The genetically-altered cells then begin to sprout new growths, start to
degenerate and finally die prematurely. Nymox screened compounds for their
ability to impede this process of premature cell death and thus potentially slow
or halt the loss of brain cells in the Alzheimer's disease brain. Nymox licensed
this technology in 1997 from the Massachusetts General Hospital as part of a
sponsored research and licensing agreement.

STATIN DRUGS AS A POSSIBLE PREVENTIVE TREATMENT FOR ALZHEIMER'S DISEASE

In November, 1999, Dr. Ben Wolozin of Loyola University Medical Center in
Chicago reported at the annual meeting of the Society for Neuroscience his
findings that some members of a class of anti-cholesterol drugs called statins
may delay or prevent the onset of Alzheimer's disease. Dr. Wolozin licensed the
commercial and patent rights to this discovery to Nymox.

NEW ANTIBACTERIAL AGENTS AGAINST INFECTIONS AND FOOD CONTAMINATION

Outside of the area of the treatment and diagnosis of Alzheimer's disease, we
are developing a new class of antibacterial agents for the treatment of urinary
tract and other bacterial infections in humans which have proved highly
resistant to conventional antibiotic treatments and for the treatment of E. coli
0157:H7 bacterial contamination in hamburger meat and other food and drink
products.

In the last ten years there has been a growing recognition of the increasing
problem of antibiotic-resistant infections and the need for truly novel
antibacterial drugs. A recent example of this recognition can be found in the
European Commission report dated May 28, 1999, "Opinion of the Scientific
Steering Committee on Antimicrobial Resistance."

In the field of infectious disease treatments, Nymox has developed three new
antibacterial agents:

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

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

     -    NXT-1021 for the treatment of staphylococcal infection.

Urinary tract infections in women caused by bacteria such as E. coli have become
increasingly resistant to conventional antibiotic treatment. Some varieties of
streptococcus and staphylococcus bacteria, a common source of infection in
humans, have acquired a broad immunity to antibiotic treatments. Infections from
these antibiotic resistant bacteria are difficult to treat and can be life
threatening. Nymox's three antibacterial agents have all shown the ability to
kill their bacterial targets in culture with no signs of toxicity.

E. coli contamination of food and drink is a serious public health problem
worldwide and a major concern for meat processors in particular. E. coli
bacteria occur normally and usually harmlessly in the gastrointestinal tracts of
humans, cows and other animals. However, one mutant variety of the E. coli
bacteria, E. coli 0157:H7, can cause life-threatening illness and has been
implicated in cases of severe diarrhea, intestinal bleeding and kidney failure,
leading, in some cases, to death in children and the elderly. E. coli
contamination in hamburger meat and other food products and in drinking water
affects about 100,000 people a year.

Nymox developed a potent new antibacterial agent, NXC-4720. Tests of NXC-4720
show it to be highly effective against all known substrains of E. coli 0157:H7,
the bacteria implicated in these severe cases of food and drink contamination.
Tests of NXC-4720 show that it destroys E. coli 0157 strains, including H7,
efficiently, rapidly and at a very low dose. In 1999, we began further trials
for this agent and expect to complete them in 2000.

Nymox has patent rights to these and other antibacterial agents.

HISTORY OF THE COMPANY

Nymox Pharmaceutical Corporation was incorporated in Canada in May, 1995 to
acquire all of the common shares of DMS Pharmaceutical Inc., a private company
which had been carrying on research and development since 1989 on diagnostics
and drugs for brain disorders and diseases of the aged with an emphasis on
Alzheimer's disease.

Nymox's principal executive offices are located at:

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

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

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ACQUISITION OF A CONTROLLING INTEREST IN SEREX, INC.

On March 2, 2000, we closed our acquisition of a controlling interest in Serex,
Inc., a privately held diagnostic company that was founded by Dr. Judith
Fitzpatrick in 1983 and is based in Maywood, New Jersey.

Serex developed and patented its particle valence technology, a unique, highly
sensitive, new method to detect very small amounts of biochemical indicators in
body fluids such as blood, urine and saliva. Serex incorporated this technology
in its LabTab(TM) assay, which enables the easy and rapid testing of samples by
general-purpose medical laboratories or in doctors? offices. Serex also licensed
the Japanese rights to two of its principal patents to Mizuho Medy Co. Ltd. of
Japan.

Serex's diagnostic technology can be adapted to detect a wide range of
biochemical indicators for diseases, conditions and drug use.

Serex developed its NicoMeter(TM) which can reliably detect one of the metabolic
products of nicotine in human urine and saliva, enabling it to determine the
level of exposure to tobacco products. The urine-based NicoMeter(TM) is
currently being manufactured under contract by Mizuho USA and marketed and sold
under a distribution agreement dated June 10, 1999 by Jant Pharmacal
Corporation.

Serex is developing Nymox's 7C Gold test, using its patented diagnostic
technology to detect in urine and spinal fluid the levels of the brain protein
implicated in Alzheimer?s disease and measured by Nymox's AD7C(TM) test.

Serex has under development a test that can detect biochemical indicators of
cholesterol in human saliva and therefore provide an inexpensive, convenient and
reliable method of determining and monitoring cholesterol levels.

In November, 1999, Serex was granted a United States patent for an antibody and
for the use of the antibody in its technology in order to detect one of the
biochemical indicators for the loss of bone matter, which is a sign of
osteoporosis, the most common bone disease in humans. Osteoporosis results from
the progressive loss of bone material and can cause disabling and potentially
life-threatening bone fractures in particular of the spine and the hips. It is
most common in the elderly and in post-menopausal women.

Serex has also used its patented technology to develop products to detect an
early indicator of pregnancy and to detect a brain protein implicated in certain
brain diseases.

Serex also did preliminary work on tests designed to detect indicators for heart
disease and for blood sugar levels in a type of diabetes and to monitor
therapeutic drug levels.

Since 1996, Serex has collaborated with at least three major pharmaceutical
companies and two diagnostic companies under licensing and development
agreements concerning the development of some of these products. These
agreements contain confidentiality provisions that prohibit the disclosure of
their terms.

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SIGNIFICANT RISKS THAT COULD MATERIALLY IMPACT OUR OPERATIONS

GOVERNMENTAL REGULATION

Our AD7C(TM) test which we provide as a service through our clinical reference
laboratory in Maywood, New Jersey is subject to extensive government regulation
in the United States. Our clinical reference laboratory and its performance of
the AD7C(TM) must be certified by the Health Care Financing Administration
(HCFA) under the Clinical Laboratories Improvement Act of 1988 (CLIA), which
establishes quality standards for the laboratory tests being performed to ensure
the accuracy, reliability and timeliness of patient test results. In addition,
some individual states such as New York State have their own requirements for
the inspection and certification of reference laboratories which offer
diagnostic services for patients within the state. Finally, the FDA has its own
regulations governing in vitro diagnostic products, including analyte-specific
reagents used in clinical reference laboratories. Any changes in our current
certification status, HCFA or state law requirements or in the FDA regulations
could have an impact on our ability to offer or market any reference laboratory
services and/or on our ability to obtain reimbursement from the Medicare and
Medicaid programs and providers.

We plan to seek FDA approval for the marketing, distribution and sale of our
improved version of our AD7C(TM) Test, the 7C Gold test, outside of the clinical
reference laboratory setting in the United States. Such approval is necessary
for all in vitro diagnostic devices like our 7C Gold test.

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

    i)    clinical testing;

    ii)   design control procedures;

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

    iv)   postmarketing record and reporting obligations; and

    v)    good manufacturing practices.

The requirements for a premarket approval application are analogous to those for
the approval of a new drug and include four categories of information:
indications for use, device description and manufacturing methods, alternative
practices and procedures for the diagnosis of the disease and clinical and
nonclinical studies. The requirements for a 510(k) application are generally
less onerous but still include indications for use, safety and effectiveness
data as well as manufacturing and quality assurance data and information. There
can be no assurance that the 7C

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Gold test or any other medical device that we may develop in the future will
obtain the necessary approvals within a specified time framework, if ever.
In addition, the FDA may impose certain postmarketing requirements that may
significantly increase the regulatory costs associated with our product. The FDA
has recourse to a wide range of administrative sanctions and civil and criminal
penalties in order to enforce the applicable laws, rules and regulations.

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

     Product Evaluation.

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

     Optimization of Product Formulation.

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

     Clinical Screening and Evaluation.

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

     Final Product Development.

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

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

In the United States, obtaining the necessary FDA approval for any drug is a
lengthy, expensive and often arduous process. We cannot predict with any
certainty the amount of time the FDA

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will take to approve one of our drugs or even whether any such approval will be
forthcoming. Similar requirements exist in many other countries.

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

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

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

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

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

                                       12
<PAGE>   13
care systems, a decision to deny coverage or to severely restrict
reimbursement for one of our products can have an adverse effect on our business
and revenues.

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

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

Our AD7C(TM) Test, and any of the new diagnostic and therapeutic products and
services that we may develop, will be subject to coverage determinations by
health care providers and payers. Federal and state regulations and law and
internal coverage policies of health care organizations affect our ability to
obtain payments for our products and services. The Medicare program will not pay
for any expenses incurred for items or services that are not reasonable and
necessary for the diagnosis or treatment of illness or injury or to improve the
functioning of a malformed body member. Historically, HCFA interpreted this
provision in order to exclude from Medicare coverage those medical and health
care services that are not demonstrated to be safe and effective by acceptable
clinical evidence. HCFA recently revised both its national coverage policies and
procedures in general and specifically its coverage of diagnostic laboratory
tests and constituted a Medicare Coverage Advisory Committee to provide advice
on the effectiveness and appropriateness of medical items and services that are
eligible for coverage under Medicare. It is unknown how these changes will
affect our ability to obtain Medicare coverage for its products and services.
However, an adverse national coverage decision with respect to one of our

                                       13
<PAGE>   14
products or services will make it impossible to receive reimbursement from
Medicare for that product and more difficult to convince private health care
organizations to provide coverage for it. Even if we receive a favorable
coverage decision for one of our products or services, there is no guarantee
that the level of reimbursement for it will be close to our retail price for it
or commensurate with the costs of developing and marketing it.

PATENTS AND PROPRIETARY INFORMATION

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

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

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

Nymox has patents issued and allowed and patent applications pending in the
United States and selected countries including Canada, most European countries,
Australia and Japan. These patents and patent application cover much of our
current product development and technologies, including:

     o    new drug candidates for the treatment of Alzheimer's disease;

     o    proprietary screening technologies for finding therapeutic drugs for
          Alzheimer's disease. These screening technologies consist of
          biological systems and defined conditions used to determine if a drug
          candidate possesses a useful action that can predict its potential for
          use in humans or animals. For example, Nymox patented screening
          methods that show whether a potential drug can inhibit or arrest some
          of the pathological changes of Alzheimer's disease. As a second
          example, Nymox patented screening methods that show whether a
          potential drug can modify in a useful way the amounts of chemical
          markers of Alzheimer's disease in a subject. While no proven
          therapeutic drugs for AD have yet been found using these screening
          technologies, they are a useful component to our drug development
          program. (See "Development of Therapeutic Products for Alzheimer's
          Disease" above.)

     o    unique proteins which are related to Alzheimer's disease and which
          may, after further research and clinical trials, prove useful in
          either diagnostic or therapeutic applications;

     o    promising diagnostic markers for Alzheimer's disease; and

     o    anti-infective agents.


                                       14
<PAGE>   15
Nymox has some seven patents in the United States and a corresponding larger
number of patents worldwide relating to the inventions and discoveries in those
patents.

Nymox also has an exclusive license to a family of patents from the
Massachusetts General Hospital covering rights to the AD7C(TM) diagnostic and
therapeutic products. Under this license, the Massachusetts General Hospital is
entitled to royalties of 4% from worldwide sales of the AD7C(TM) test. The
earliest of these patents expires in the year 2013. Nymox also has a similar
research and license agreement with Rhodes Island Hospital, where the principal
researchers, Dr. Suzanne de la Monte and Dr. Jack Wands, now conduct their
research into the brain protein detected by our AD7C(TM) Test, covering new
developments and discoveries in this area not otherwise covered by the
Massachusetts General Hospital agreement.

Nymox's affiliate, Serex, Inc., in which it recently acquired a controlling
interest, also actively pursues a policy of seeking patent protection for its
patentable technologies and discoveries in the United States and in selected
other countries including some European countries, Canada, Australia and Japan.
Its patents issued and allowed and patent applications pending cover such areas
of its technologies and discoveries as:

     o    its particle valence technology which can detect very small amounts of
          biochemical indicators for diseases, conditions and drug use in body
          fluids such as blood, urine and saliva.

     o    a test that can detect biochemical indicators of cholesterol in human
          saliva and therefore provide a method of determining and monitoring
          cholesterol levels;

     o    an antibody, which, used in Serex's proprietary technology, can detect
          one of the biochemical indicators for the loss of bone matter, which
          is a sign of osteoporosis, the most common bone disease in man.

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

The fields of diagnostic methods and diagnostic tests for common human diseases
and conditions, where Serex has many of its patents, have many patents covering
many areas of diagnostic methods, tests and technologies. We believe that these
patents issued to date to other companies will not preclude Serex from
developing and marketing its products but you should be aware that it is often
difficult to determine the nature, breadth and validity of competing patent
claims in these fields, that there has been significant litigation in some of
these areas (not involving Serex) and that, if and when Serex's products become
more commercially successful, Serex's products or patents may become the subject
matter of litigation. If Serex were to need licenses from third parties there
can be no assurance that it could obtain such license on commercially reasonable
terms, if at all.

                                       15

<PAGE>   16
Neither Nymox nor Serex are currently involved in litigation over patent and
other intellectual property rights but significant litigation over these matters
in the pharmaceutical and biotechnology industry is not uncommon. The validity
and extent of patent rights can be very difficult to determine and involve
complex legal, factual and scientific questions. Important legal issues about
patent protection in the field of biotechnology have not been resolved. Patent
litigation is costly and time-consuming and can consume substantial resources.
An adverse decision can preclude the marketing of a product, expose us to
significant liabilities or require us to obtain third party licenses which may
not be available at commercially reasonable prices.

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

COMPETITION

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

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

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

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

In the field of Alzheimer's disease diagnosis, our AD7C(TM) Test faces growing
competition which could detrimentally impact on our ability to successfully
market and sell our diagnostic test. Our competitors include:

     -    Athena Diagnostics, Inc. which is currently marketing three tests
          claimed to aid in the diagnosis of Alzheimer's disease: a genetic test
          for the rare cases of familial, early-onset Alzheimer's disease;
          a genetic test for a relatively common mutation


                                       16
<PAGE>   17
          of a gene said to increase the likelihood of a person with at least
          one of the genes contracting the disease; and a test for two proteins
          in the spinal fluid of patients.

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

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

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

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

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

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

The problem of E. coli 0157:H7 contamination of hamburger meat and other food
products is also well-known and a number of companies and researchers have been
pursuing various potential solutions, including irradiation with x-rays, better
detection of contamination, electronic pasteurization, vaccination and
competitive exclusion of the pathogenic E. coli

                                       17
<PAGE>   18
bacteria by harmless bacteria. The development of alternative solutions to the
problem of E. coli infection may adversely affect the market for our treatment
for E. coli 0157:H7 infection in cattle and contamination of food products.

MARKETING

We currently market our AD7C(TM) Test as a clinical reference laboratory service
primarily in the United States. Our affiliate, Serex, Inc., is marketing its
NicoMeter(TM), which can determine the level of exposure to tobacco products, in
the United States under a distribution agreement with Jant Pharmacal Corporation
and in Japan with Mizuho Medy Co. Ltd. of Japan. We have not started to
commercially market or distribute any of our other products under development
and most of them will require regulatory approval in each country before being
marketed there.

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

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

ITEM 2.  DESCRIPTION OF PROPERTY

     a)   Nymox laboratory facilities in Maywood, New Jersey comprise
          4,678 square feet of leased space. That lease agreement expires
          February 28, 2004. Our office and research facilities in St. Laurent,
          Quebec, Canada comprise 6,923 square feet of leased space. The lease
          agreement expires on August 31, 2003. Nymox owns a full complement of
          equipment used in all aspects of its research and development work and
          its reference laboratory. Nymox believes that its facilities are
          adequate for its current needs and that additional space, if
          required, would be available on commercially reasonable terms.

     b)   Not applicable.

ITEM 3.  LEGAL PROCEEDINGS

Nymox's United States subsidiary, Nymox Corporation, commenced an action against
a former employee, Hossein Ali Ghanbari, in Montgomery County, Maryland, for
repayment of two promissory notes. On August 5, 1999, the court granted Nymox
Corporation's Motion for Partial Summary Judgment in the sum of $168,731.83.

                                       18
<PAGE>   19
Hossein Ali Ghanbari has made counterclaims against Nymox Corporation. On
February 3, 2000, the large majority of these counterclaims were dismissed on a
motion for summary dismissal. The remaining counterclaims allege that Nymox
Corporation allegedly defamed Ghanbari, that Nymox Corporation wrongfully
discharged Ghanbari and that Nymox Corporation failed to apply on time to the
Province of Quebec for a tax holiday for Ghanbari. Ghanbari has claimed that he
is entitled to compensatory damages totaling $10.5 million and punitive damages
totaling $10 million. Nymox Corporation denies the allegations raised in the
counterclaims, believes the counterclaims lack merit and is vigorously defending
these counterclaims.

ITEM 4.  CONTROL OF REGISTRANT

     a), b)  The following table sets out as of March 31, 2000 the number of
common shares owned by Dr. Paul Averback, the President and CEO of Nymox and
a member of the Nymox board of directors, and by all directors and officers as
a group. Dr. Averback is the only person known to Nymox to own more than 10% of
the common shares.

<TABLE>
<CAPTION>


                                      Number of Common         Percent of
                                       Shares owned by          Class of
Name of Shareholder                     Shareholder          Common Shares
-------------------                   ----------------       -------------
<S>                                    <C>                   <C>

Dr. Paul Averback                        12,643,895             60.6%

All directors and officers
 as a group                              12,685,895             60.8%

</TABLE>

In addition, as of March 31, 2000, Dr. Averback's wife owned 848,172 common
shares (4.1%) and 9022-1433 Canada Inc., a company owned by Dr. Averback and his
wife, owns 500,000 common shares (2.4%).

Nymox does not know of any other shareholder who beneficially owns more than 10%
of Nymox's shares.

     c)   Not applicable.

ITEM 5.  NATURE OF TRADING MARKET

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

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

                                       19
<PAGE>   20
<TABLE>
<CAPTION>

     Year        Quarterly Period      High Sales Price       Low Sales Price
     ----        ----------------      ----------------       ---------------
<S>                 <C>             <C>                    <C>
     1997           4th Quarter             $8.750                 $6.250
     ----        ----------------      ----------------       ---------------
                    1st Quarter            $13.625                 $5.688

                    2nd Quarter             $8.375                 $5.750

                    3rd Quarter             $7.375                $2.5625

     1998           4th Quarter             $6.250                 $2.500
     ----        ----------------      ----------------       ---------------
                    1st Quarter             $5.875                 $2.875

                    2nd Quarter             $4.188                 $2.750

                    3rd Quarter             $4.750                 $2.500

     1999           4th Quarter             $4.625                 $2.500
     ----        ----------------      ----------------       ---------------
     2000           1st Quarter            $10.563                 $4.000
     ----        ----------------      ----------------       ---------------
</TABLE>

According to information furnished to Nymox by the transfer agent for the common
shares, as of March 31, 2000, total shares outstanding were 20,858,422. There
were 891 holders of record of the common shares and 3,261 beneficial
shareholders in total. Of these, 90 were holders of record of the common shares
and 1304 were beneficial shareholders with addresses in the United States and
such holders owned an aggregate of 1,886,798 shares, representing 9.4% of the
outstanding shares of common stock.

ITEM 6. EXCHANGE CONTROLS AND OTHER LIMITATIONS AFFECTING SECURITY HOLDERS

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

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

ITEM 7. TAXATION

UNITED STATES FEDERAL INCOME TAXATION

The following is, as of the date of this annual report, a general summary of the
material U.S. federal income tax consequences that are applicable to the
following persons who may, directly or indirectly, acquire common shares of
Nymox and hold such common shares as capital assets:

     -    citizens or residents (as specially defined for federal income tax
          purposes) of the United States,

     -    corporations or partnerships created or organized in the United States
          or under the laws of the United States or any state,


                                       20
<PAGE>   21
     -    estates the income of which is subject to the United States federal
          income taxation regardless of its source and

     -    a trust, if a U.S. court is able to exercise primary supervision over
          the administration of such trust and one or more U.S. persons have the
          authority to control all substantial decisions of such trust or a
          trust that has been elected to be treated as a domestic trust
          (U.S. Shareholders).

This discussion does not deal with:

     -    any aspects of federal income taxation that may be relevant to a
          particular U.S. Shareholder based on his particular circumstances
          (including potential application of the alternative minimum tax or
          unrelated business income tax),

     -    certain U.S. Shareholders subject to special treatment under the
          federal income tax laws or foreign individuals or entities,

     -    U.S. Shareholders owning directly or by attribution 10% or more of the
          common shares or

     -    any aspect of state, local or non-United States tax laws.

DIVIDENDS PAID ON COMMON SHARES

Subject to the application of the rules relating to a "passive foreign
investment company", referred to as a PFC, distributions paid on common shares
(including any Canadian taxes withheld) to a U.S. Shareholder will be treated as
ordinary income for United States federal income tax purposes to the extent of
Nymox's current and accumulated earnings and profits (as computed for U.S.
federal income tax purposes). Distributions in excess of such earnings and
profits will be applied against the U.S. shareholders tax basis in common
shares, and any distributions in excess of such tax basis will be treated as
gain from the sale or exchange of such common shares. Distributions from Nymox
generally will not qualify for the United States dividends-received deduction
available to corporations. Canadian withholding tax withheld or paid will be
eligible for credit or, at the U.S. Shareholder's election, deduction, subject
to generally applicable limitations.

DISPOSITION OF COMMON SHARES

Subject to the applicable PFC rules discussed below, if a U.S. Shareholder holds
common shares as a capital asset, any gain or loss on a sale or exchange of such
shares will be capital gain or loss, which will be long-term capital gain or
loss if the holding period is one year or more. Generally, the maximum tax rate
for U.S. shareholders who are individuals on long term capital gain is 20%. The
sale of common shares through certain brokers will be subject to the information
reporting and back-up withholding rules of the United States Internal Revenue
Code of 1986, as amended, referred to as the Code.


                                       21
<PAGE>   22

PASSIVE FOREIGN INVESTMENT COMPANY

For any taxable year of Nymox, if at least 75% of Nymox's gross income is
"passive income" as defined in the Code, or if at least 50% of Nymox's assets,
by average fair market value, are assets that produce or are held for the
production of passive income, Nymox will be a PFC. The PFC determination is made
on the basis of facts and circumstances that may be beyond Nymox's control. It
is not possible to express an opinion as to whether or not Nymox is or will be a
PFC in its current or future taxable years because this depends on, among other
things, the amount and type of gross income that Nymox will earn in the future
and the characterization of certain assets as passive or active, which
determination cannot be made until the facts are known.

If Nymox is a PFC for any taxable year during which a U.S. Shareholder owns,
directly or indirectly, any common shares, the U.S. Shareholder will be subject
to special U.S. federal income tax rules, set forth in Sections 1291 to 1297 of
the Code, with respect to all of such U.S. Shareholder's common shares. In the
absence of (i) an election by such U. S. Shareholder to treat Nymox as a
"qualified electing fund" (the "Q.E.F. Election"), as discussed below, or
(ii) the election to mark to market the common shares (the "Mark to Market
Election"), as described below, the U.S. Shareholder would be required to report
any gain on the disposition of any common shares as ordinary income rather than
capital gain and to compute the tax liability on such gain as well as on any
"excess distribution" as defined in the Code, as if such amounts generally had
been earned pro-rata over the U.S. Shareholder's holding period for such common
shares and were subject to the highest ordinary income tax rate for each taxable
year of the U.S. Shareholder during such holding period. Such U.S. Shareholder
would also be liable for interest, which may be non-deductible by certain U.S.
Shareholders, on the foregoing tax liability as if such liability had been due
with respect to each such prior year. In addition, gifts, exchanges pursuant to
corporate reorganizations and the use of common shares as security for a loan
may be treated as taxable dispositions, and a stepped-up basis upon the death of
such a U.S. Shareholder may not be available.

The foregoing rules may be avoided if a Q.E.F. Election is in effect with
respect to a U. S. Shareholder for each of the years that Nymox is a PFC during
such U.S. Shareholder's holding period. A Q.E.F. Election may be made by a U.S.
Shareholder on or before the due date, including extensions, for filing such
U.S. Shareholder' s tax return for such taxable year. Such a U.S. Shareholder
would be taxed on its pro-rata share of Nymox's earnings and profits for Nymox's
taxable year in which it was, or was treated as, a PFC and which ends with or
within such U.S. Shareholder's taxable year, regardless of whether such amounts
are actually distributed by Nymox. This may result in tax liability without a
commensurate distribution with which to pay the liability. An electing U.S.
Shareholder's basis in the common shares would be increased by the amounts
included in income. Distributions out of earnings and profits previously
included by such U.S. Shareholder generally would not be treated as a taxable
dividend for United States federal income tax purposes and would result in a
corresponding reduction of basis in common shares. An electing U.S. Shareholder
will not be currently taxed on the undistributed ordinary income and net capital
gain of Nymox for any year that Nymox is not classified as a PFC.

If Nymox is a PFC, a U.S. Shareholder may avoid certain of the tax consequences
described in the preceding two paragraphs if the Nymox common stock is
marketable and meets the other requirements of Section 1296 of the Code, and the
U.S. Shareholder elects to mark to market the

                                       22
<PAGE>   23
common stock on an annual basis. The common stock will be marketable so long as
it is regularly traded on a recognized exchange.

In general, a U.S. Shareholder in a PFC who elects under Section 1296 to mark
the common stock to market would include in income each year an amount equal to
the excess, if any, of the fair market value of the common stock as of the close
of the taxable year over the U.S. Shareholder's adjusted basis in such stock.
A U.S. Shareholder who makes the Section 1296 election would also generally be
allowed a deduction for the excess, if any, of the adjusted basis of the common
stock over the fair market value as of the close of the taxable year. Deductions
under this rule, however, are allowable only to the extent of any net mark to
market gains with respect to the common stock included by the shareholder for
prior taxable years.

Once the Mark to Market election is made, it is binding for all subsequent
years, unless the common stock ceases to be marketable, or the IRS consents to
the revocation of the election.

If Nymox is a PFC, each U.S. Shareholder is strongly urged to consult with his
or her tax advisor to determine whether the Q.E.F. Election or the Mark to
Market Election should be made. Each requires attention to specific rules and
regulations, and each may not be available to a specific U.S. shareholder.

Nymox intends to notify its U.S. Shareholders within 45 days after the end of
the taxable year for which Nymox believes it might be a PFC. Nymox has further
undertaken (i) to provide its U.S. Shareholders with timely and accurate
information as to its status as a PFC and the manner in which the Q.E.F.
Election can be made and (ii) to comply with all record-keeping, reporting and
other requirements so that U.S. Shareholders, at their option, may make a Q.E.F.
Election.

FUTURE DEVELOPMENTS

The foregoing discussion is based on existing provisions of the Code, existing
and proposed regulations thereunder and current administrative rulings and court
decisions, all of which are subject to change. Any such changes could affect the
validity of this discussion. In addition, the implementation of certain aspects
of the PFC rules requires the issuance of regulations which in many instances
have not been promulgated and which may have retroactive effect.

There can be no assurance that current authorities will not be changed and, if
so, as to the form they will take or the effect they may have on this
discussion.

CANADIAN FEDERAL INCOME TAXATION

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

Nymox's common shares will generally constitute capital property to a holder
unless the holder holds such shares in the course of carrying on a business or
the holder has acquired such shares in a transaction or transactions considered
to be an adventure in the nature of trade. This

                                       23

<PAGE>   24
summary is based on the current provisions of the Tax Act, the regulations
under that act, counsel's understanding of current administrative and assessing
policies of the Canada Customs and Revenue Agency and all specific proposals to
amend the Tax Act publicly announced or released by or on behalf of the Minister
of Finance (Canada) before the date of this annual report ("Tax Proposals").

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

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

CANADIAN RESIDENTS

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

Tax Treatment of Capital Gains and Capital Losses for Canadian Residents

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

A holder of Nymox common shares will be required to include in income
three-quarters of the amount of any capital gain (a "Taxable capital gain") and
may deduct three-quarters of the amount of any capital loss (an "Allowable
capital loss") against Taxable capital gains realized by the holder in the year
of the disposition. Allowable capital losses in excess of Taxable capital gains
may be carried back and deducted in any of the three preceding years or carried
forward and deducted in any following year against taxable capital gains
realized in such years to the extent and under the circumstances described in
the Tax Act.

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

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


                                       24

<PAGE>   25
Tax Treatment of Dividends Received by Canadian Residents

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

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

SHAREHOLDERS WHO ARE NOT RESIDENTS OF CANADA

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

Dividends Paid To Non-Residents of Canada

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

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


                                       25
<PAGE>   26
payment. Alternatively, the above-described tax-exempt entities may claim a
refund of Canadian withholding tax otherwise withheld by Nymox on the
distribution of dividends.

Tax Treatment of Capital Gains of Non-Residents of Canada

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

A non-resident of Canada is liable for Canadian income tax on a capital gain
realized on the disposition of property only where that property constitutes
"taxable Canadian property". Three-quarters of any capital gain from the
disposition of taxable Canadian property is subject to Canadian tax.

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

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

ITEM 8.  SELECTED FINANCIAL DATA

The following table sets forth selected consolidated financial data for Nymox
for the periods indicated, derived from financial statements prepared in
accordance with generally accepted accounting principles ("GAAP"). We prepare
our basic financial statements in accordance with Canadian GAAP and include, as
a note to the statements, a reconciliation of material differences to United
States GAAP. The financial statements have been audited by KPMG, Montreal,
Canada in the case of the years ended December 31, 1996,1997,1998 and 1999, and
by Deloitte & Touche, Montreal, Canada, in the case of the period ended July 31,
1995 and December 31, 1995, and by Bergeron & Senecal, Brossard, Canada, in the
case of the period ended July 31, 1994. The data set forth below should be read
in conjunction with the Company's financial statements and notes thereto and
"Management's Discussion and Analysis of Financial Conditions and Results of
Operations" included elsewhere herein.


                                       26
<PAGE>   27

Effective August 1, 1995, Nymox changed its fiscal year from a July 31 year-end
to a December 31 year-end.

NYMOX PHARMACEUTICAL CORPORATION
Selected Consolidated Financial Data
(In U.S. dollars - Note 4)

<TABLE>
<CAPTION>


                                 July 31,      July 31,     Dec.31,      Dec.31,     Dec.31,     Dec.31,     Dec.31,
                                     1994          1995        1995         1996        1997        1998        1999
                              (12 months)   (12 months)  (5 months)
<S>                               <C>           <C>       <C>          <C>         <C>         <C>         <C>
CANADIAN GAAP
Current Assets                      - 0 -         8,289   1,571,466    2,006,675   1,750,388   2,708,543     776,824
Capital Assets                      8,713       234,846     253,693      913,166     983,484   1,279,692   1,168,316
Total Assets                      165,872       243,134   1,825,159    2,919,841   2,733,872   3,988,235   2,140,491
Total Liabilities                  66,082        84,244     104,827      266,214     202,543     301,004     833,344
Shareholders' Equity              134,433       158,891   1,720,332    2,653,628   2,531,329   3,687,231   1,307,147
Revenues                            - 0 -         - 0 -       - 0 -      157,237      70,055     273,565     190,203
Research & Development
 Expenditures (note 1)             38,332       257,700     395,770    1,466,085   1,671,412   2,087,742   1,132,941
Net Loss                           40,411       261,602     480,736    2,562,921   3,463,905   4,783,213   3,314,296
Loss per Share (note 2)             -0.00          0.02        0.03         0.15        0.19        0.25        0.17
U.S. GAAP (NOTE 3)
Net Loss                           53,225       285,910   1,194,226    3,175,587   3,755,409   4,979,562   3,409,166
Loss per Share (note 2)             -0.00          0.02        0.07         0.18        0.20        0.26        0.17
Shareholders' Equity               92,088       107,533   1,753,311    2,699,092   2,428,052   3,304,352   1,139,731
</TABLE>

[FN]

----------------
Notes:

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

2)   For periods prior to December 31, 1995, the number of shares outstanding is
     assumed to be 15,000,000 representing the number of shares issued by Nymox
     to DMS Pharmaceuticals Inc. in September 1995. Nymox has never paid
     dividends on its common stock.

3)   Reference is made to Note 10 of Nymox's audited financial statements as at
     and for the year ended December 31, 1999 for a reconciliation of
     differences between Canadian and U.S. GAAP.

4)   Effective January 1, 2000, the Corporation will adopt the United
     States dollar as its measurement currency as a result of the increasing
     proportion of operating, financing and investing transactions in the
     Canadian operations that are denominated in U.S. dollars. For Canadian
     G.A.A.P. purposes, the financial information for all periods presented has
     been translated into U.S. dollars at the December 31, 1999 exchange rate,
     which was 1.4433 Canadian dollars to the U.S. dollar. For U.S. G.A.A.P.
     purposes, assets and liabilities for all years presented have been
     translated into U.S. dollars at the ending exchange rate for the respective
     year and the statement of earnings at the average rate for the respective
     year. Reference is made to notes 2(a) and 10 of the consolidated financial
     statements.

</FN>


                                       27
<PAGE>   28
As of March 31, 2000 the exchange rate is CAN$1.4532 to US$1.00. The following
table sets forth certain information regarding exchange rates for the periods
reflected in the preceding financial data.

Recent history of the exchange rate for Canadian dollars to United States
dollars.

<TABLE>
<CAPTION>

PERIOD ENDED   Dec.31/95    Dec.31/96   Dec.31/97   Dec.31/98   Dec.31/99
------------   ----------   ----------  ----------  ----------  ----------
<S>            <C>          <C>         <C>         <C>         <C>

Period end     $1.3655      $1.3697     $1.4288     $1.5375     $1.4433

Average        $1.3725      $1.3638     $1.3849     $1.4836     $1.4858

High           $1.4238      $1.3822     $1.4398     $1.5770     $1.5302

Low            $1.3285      $1.3310     $1.3357     $1.4075     $1.4440

</TABLE>

ITEM 9. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

GENERAL

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

We market and provide a clinical laboratory test, the AD7C(TM) test that is an
aid to the diagnosis of Alzheimer's disease. We have under development an
improved version of the AD7C(TM) test, 7C Gold, which, when completed and
approved, can be used in a general-purpose medical laboratory or a doctor's
office rather than in a highly specialized reference laboratory.

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

We also recently acquired a controlling interest in Serex, Inc., a New Jersey
company specializing in diagnostic products.

We began generating revenue from sales of our AD7C(TM) test in 1997.

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

LIQUIDITY AND CAPITAL RESOURCES

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

                                       28


<PAGE>   29
On December 1, 1997, the shares began trading on the Nasdaq Stock Market.
Nymox's common shares also traded on the Montreal Exchange from December 18,
1995 to November 19,1999.

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

     -    December 1995, 1,578,635 common shares at a price of CAN$2.00
          (US$1.38) per share for total proceeds of CAN$3,157,270
          (US$2,187,536);

     -    April 1996, 877,300 common shares at a price of CAN$6.00 (US$4.15) per
          share for total proceeds of CAN$5,263,800 (US$3,647,059);

     -    May 1997, 696,491 common shares at a price of CAN$6.50 (US$4.50) and
          warrants exercisable at a price of CAN$8.50 (US$5.88) per share for
          total proceeds of CAN$4,527,191 (US$3,136,694). In 1998, all 696,491
          of these warrants were exercised for additional proceeds to Nymox of
          CAN$5,920,174 (US$4,101,832);

     -    May 1998, 231,630 common shares at a price of CAN$8.50 (US$5.88) for
          total proceeds of CAN$1,968,855 (US$1,364,134). A total of 110,000
          warrants were issued as well, exercisable at a price of CAN$8.50
          (US$5.88) per share (50,000) and CAN$10.00 (US$6.93) per share
          (60,000). These warrants have since expired;

     -    January, 1999, 190,000 common shares at CAN$8.50 (US$5.88) per share,
          for total proceeds of CAN$1,615,000 (US$1,118,963). A total of 95,000
          warrants were issued as well, exercisable at the price of CAN$10.00
          (US$6.93) per share. These warrants have since expired;

     -    September, 1999, 122,000 common shares at CAN$5.00 (US$3.46) per
          share, for total proceeds of CAN$610,000 (US$422,642).

     -    March, 2000, 666,667 common shares at $6.00 per share, for total
          proceeds of $4,000,000. A total of 93,334 warrants were issued as
          well, exercisable at a price of $9.375 per share (66,667) and $7.8125
          per share (26,667). These warrants expire on March 6, 2004.

In total, Nymox has raised over $20 million, since its incorporation in
May 1995.

As well, on March 14, 2000, we became entitled to draw down on the $12 million
equity line of credit with Jaspas Investments Limited, a British Virgin Islands
corporation, through a common stock purchase agreement dated November 1,1999 for
the future issuance and purchase of Nymox's common shares. We expect the stock
purchase agreement with Jaspas to provide significant, long-term financing that
will enable us to advance our research and product development for the next
three years. We plan to seek additional capital within the limits on financing
contained in the common stock purchase agreement in order to accelerate product
development and marketing and obtaining necessary regulatory approvals.

                                       29


<PAGE>   30
You should refer to our F-1 Registration Statement filed with the SEC on
February 29, 2000 and declared effective on March 14, 2000 for the details of
our agreement with Jaspas. In general, the draw down facility created by the
facility operates like this: the investor, Jaspas, committed up to $12 million
to purchase Nymox's common shares of Nymox over a thirty month period. Once a
month, Nymox may request a draw of up to $750,000 of that money, subject to a
formula based on average stock price and average trading volume, setting the
maximum amount of any request for any given draw. At the end of a 22 day trading
period following the draw down request, the amount of money that Jaspas will
provide to Nymox and the number of shares Nymox will issue to Jaspas in return
for that money is settled based on the formula in the stock purchase agreement.
Jaspas receives a six (6%) percent discount to the market price for the 22 day
period and Nymox receives the settled amount of the draw down less a 3%
placement fee payable to its placement agents, Ladenburg Thalmann & Co. Inc. and
Paul Revere Capital Corp.

The facility is based on a "use-it-or-lose" principle. We are under no
obligation to request a draw for any month. However if we do not request a draw
for a given month, we may never to be able to draw those funds again. We may
make up to a maximum of twenty-four (24) draws.

In lieu of providing Jaspas with a minimum draw down commitment, we agreed to
issue to Jaspas a stock purchase warrant to purchase up to 200,000 shares of our
common stock with an exercise price of 110% of our share price on the closing
date of November 12, 1999 or $4.53. Jaspas may purchase under the warrant up to
100,000 Nymox shares any time between November 30, 1999 and November 30, 2004.
Jaspas may purchase the remaining 100,000 shares if and only if we do not draw
down at least $7 million within 18 months of March 14, 2000.

We have no financial obligations of significance other than long-term lease
commitments for our premises in the United States and Canada of $15,304 per
month in 2000 and ongoing research funding payments to a U.S. medical facility
totaling $172,000 for 2000.

RESULTS OF OPERATIONS

YEAR ENDED DECEMBER 31, 1999 COMPARED TO YEAR ENDED DECEMBER 31, 1998

Revenue

Revenues on service fees for the AD7C(TM) test amounted to $153,252 for the year
ended December 31, 1999, compared with $104,804 for the year ended December 31,
1998. All of the service fee revenue was derived in the United States from our
AD7C(TM) urine test service offered through our reference laboratory service in
Kensington, Maryland.

Our 7C Gold test successfully completed its initial key validation studies in
September 1999 and we plan to apply for FDA approval. We expect that approval of
the 7C Gold test will have a positive impact on the acceptance of our test in
the medical and health care communities and on our marketing and sales.

Interest revenue was $36,951 in 1998 compared to $168,761 in 1997, derived from
interest earned on the cash and short-term investments received from the private
placements referred to previously.

                                       30
<PAGE>   31

Expenses

Research and development expenditures were reduced by management to $1,137,122
for the year ended December 31, 1999, compared with $2,091,745 for the year
ended December 31, 1998. In 1999, research tax credits amounted to $4,181
compared to $4,003 in 1997. Expenses in this area are budgeted to increase
in 2000 with the new financing secured by the Company.

Marketing expenses were also reduced by management to $942,205 for the year
ended December 31, 1999 compared to $2,245,023 for the year ended December 31,
1998.

General and administrative expenses amounted to $1,333,234 for the year ended
December 31, 1999, compared with $620,939 in the year ended December 31, 1998.
This rise is attributable to an increase in cost of sales of $215,177 resulting
from the increase in sales of the AD7C(TM) test; in professional fees of
$373,786, and in salaries of $113,928.

Net losses for the period ended December 31, 1999 were $3,314,296, or $0.17
per share, compared to $4,783,213, or $0.25 per share, for the same period
in 1998.

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 1999, cash totaled $449,363. In November, 1999, the
Corporation signed a common stock purchase agreement whereby the investor is
committed to purchase up to $12 million of the Corporation's common shares over
a thirty month period commencing in March 2000 when our F-1 registration
statement was declared effective. In March 2000, the Corporation completed a
private placement with an institutional investor for 666,667 common shares for
total proceeds of $4,000,000.

We invested $164,783 in additional capital assets in the year ended December 31,
1999, consisting mostly of patent costs, compared to $390,125 in the same period
in 1998. The decrease is attributable to a reduction in purchases of equipment.

YEAR ENDED DECEMBER 31, 1998 COMPARED TO YEAR ENDED DECEMBER 31, 1997

Revenue

Revenues on service fees for the AD7C(TM) test amounted to $104,804 for the year
ended December 31, 1998, compared with $17,033 for the year ended December 31,
1997. More than half of these revenues were generated in the last two months of
1998 when we launched the urinary version of our AD7C(TM) urine test service
through our reference laboratory service in Kensington, Maryland. All of the
service fee revenue was derived in the United States.

Interest revenue increased to $168,761 in 1998 compared to $53,022 in 1997,
derived from interest earned on the cash and short-term investments received
from the private placements referred to previously.

                                       31
<PAGE>   32
Expenses

Research and development expenditures amounted to $2,091,745 for the year ended
December 31, 1998, compared with $1,775,340 for the year ended December 31,
1997. The increase is principally attributable to increased expenditures on
reagents and clinical studies related to R&D in therapeutics and anti-infectives
(net increase $330,269) at the Kensington, Maryland laboratory during the year.
In 1998, research tax credits amounted to $4,003 compared to $103,928 in 1997.
The reduction in tax credits is attributable to the transfer of research and
development to the United States.

Marketing expenses amounted to $2,245,023 for the year ended December 31, 1998
compared to $1,334,202 for the year ended December 31, 1997. A major marketing
effort in 1998 accounted for the increased expenditures; the effort focused
specifically on mass mailings and publicity (net increase $573,123) and
presentations at conferences (net increase $401,508).

General and administrative expenses amounted to $620,939 for the year ended
December 31, 1998, compared with $408,456 in the year ended December 31, 1997.
The increase is attributable to increases in professional fees (net increase
$134,231) and increased costs related to shareholder relations (net increase
$50,680). Increases in both areas result from first time contracts in 1998 with
shareholder relations and public relations firms.

Net losses for the period ended December 31, 1998 were $4,783,213, or $0.25 per
share, compared to $3,463,905, or $0.19 per share, for the same period in 1997.

YEAR ENDED DECEMBER 31, 1997 COMPARED TO YEAR ENDED DECEMBER 31, 1996

Revenue

Revenues on service fees for the AD7C(TM) test amounted to $53,022 for the year
ended December 31, 1997. There were no service fee revenues generated during the
year ended December 31, 1996. These revenues were generated in the last half of
1997 when we launched the CSF version of our AD7C(TM) urine test service through
our reference laboratory service in Kensington, Maryland. All of the service fee
revenue was derived in the United States.

Interest revenue increased to $53,022 in 1997 compared to $157,237 in 1996,
derived from interest earned on the cash and short-term investments received
from the private placements referred to previously.

Expenses

Research and development expenditures represented our most significant
expenditure and amounted to $1,775,340 for the year ended December 31, 1997,
compared with $1,632,370 for the year ended December 31, 1996. The increased
expenses were largely attributable to increased expenditures related to
laboratory expenses ($123,328) at the Kensington, Maryland laboratory during the
year. The Kensington facility was in operation for only 10 months in 1996. We
also paid the third installment under our research and license agreement with
Massachusetts General Hospital in the amount of $225,000, which was $25,000
higher than the 1996 payment.

                                       32
<PAGE>   33
Under the agreement, we were obligated to make certain regularly scheduled
payments to Massachusetts General as research grants in exchange for royalties
from any sales of resulting products. In 1997, research tax credits amounted to
$103,928 compared to $166,286 in 1996. The reduction was attributable to the
transfer of certain research and development activities to the United States.

Marketing expenses in 1997 amounted to $1,334,202 for the year ended December
31, 1997 compared to $868,769 for the year ended December 31, 1996. Expenditures
in 1997 consisted largely of the costs of establishing and maintaining a sales
and marketing force ($786,392) and costs related to marketing activities such as
presentations at conferences, publicity, travel, general expenses, printing and
postage ($547,357). Expenditures in 1996, consisted of publicity related costs
in connection with pre-marketing of the AD7C(TM) test ($516,871), salaries
($123,328) and other costs related to marketing activities ($228,643).

General and administrative expenses amounted to $408,456 for the year ended
December 31, 1997 compared with $344,474 in the year ended December 31, 1996.
The increase was attributable to legal costs and expenses related to United
States public company registration and the NASDAQ listing ($82,866).

Net losses for the period ended December 31, 1997 were $3,463,905, or $0.19 per
share, compared to $2,562,921, or $0.15 per share, for the same period in 1996.

INFLATION: We do not believe that inflation has had a significant impact on
the results of our operations.

ITEM 9A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

None; not applicable. See "Note 9 - Fair Values" in financial report.

ITEM 10.  DIRECTORS AND OFFICERS

     a)   The directors and executive officers of NYMOX are:

Senator W. David Angus, QC, 62, Chairman and Director since May 13, 1999, is a
member of the Senate of Canada, serving on the Standing Committee on Banking,
Trade and Commerce. He is also a senior partner at the Montreal office of
Stikeman, Elliott, Canada's global law firm, and a director of several other
Canadian corporations and charitable organizations, including Air Canada, AON
Reed Stenhouse, Eastern Canada Towing Ltd. and the McGill University Health
Center.

Dr. Paul Averback, M.D., D.A.B.P., 49, President and Director since September
1995, is the founder of Nymox and the inventor of much of its initial
technology. Prior to founding Nymox, Dr. Averback served as President of Nymox's
predecessor, DMS Pharmaceuticals Inc. He received his M.D. in 1975 and taught
pathology at universities, including Cambridge University, England (1977-1980),
during which time he initiated his research on Alzheimer's disease. He has
practiced medicine in numerous Canadian institutions as well as in private
practice. Dr. Averback has published extensively in the scientific and medical
literature.

                                       33
<PAGE>   34
Dr. Colin B. Bier, Ph.D., 54, Director since December 1995, is a leading
authority on toxicology and pharmaceutical and biotechnological regulatory
affairs and has extensive management experience in the biomedical sector.
Dr. Bier was formerly Vice-President and Director of Toxicology at Bio-Research
Laboratories, President and Chief Executive Officer of ITR Laboratories and has
consulted, managed and been affiliated with numerous biochemical enterprises.

Dr. Hans Black, MD, 46, Director since May 13, 1999, has a doctorate in medicine
from McGill University, and is Chairman and Chief Investment Officer of
Interinvest Consulting Corporation, a Montreal-based global money management
firm with offices in Toronto and Boston and affiliates in Bermuda and Zurich.
Dr. Black appears regularly on the PBS network show, Nightly Business Report,
and has been a guest lecturer at Harvard, Temple and McGill Universities.

Michael R. Sonnenreich, 61, Director since April 18, 2000, is a graduate of
Harvard University Law School, and is currently Chairman and CEO of Kikaku
America International, Senior Partner of Sonnenreich, Roccograndi & Woo P.C.,
President and CEO of Glocal Communications Corp. Ltd. of London, Vice Chairman
of PharMa International Corporation of Tokyo, Director of Asset Advisory
Services of Zurich, Member of the Board of Advisors of John Hopkins University
School of Advanced International Studies and Member of the Board of Overseers of
Tufts University Medical School. Mr. Sonnenreich has in the past been a Board
Member or a Trustee of numerous important companies and universities, and has
long-term involvements with many non-profit institutions, and served as
President of the National Coordinating Council on Drug Education.

Professor Walter P. von Wartburg, 60, Director since April 18, 2000, is a
partner in the private law practice of Law & Life Sciences in Basel,
Switzerland, specialized in biotech and drug regulatory affairs. He is a
graduate of the Universities of Basel, Paris, Princeton, Stanford and Harvard
Law School; Professor on public health policy at the Saint Gall Graduate School
of Economics, Business and Public Administration, and was a Member of the
Executive Committee of Novartis Inc. until 1999. He is author of various books
and articles on drug abuse, pharmaceutical legislation, biotechnology, and on
issues of management, communications and business administration. He is also
Chairman or Board Member of numerous institutions.

Mr. Roy M. Wolvin, 45, Secretary-Treasurer and Chief Financial Officer
since September 1995. Prior to September 1995, Mr. Wolvin was Account Manager,
private business, for a Canadian chartered bank. Mr. Wolvin holds a degree in
Economics from the University of Western Ontario.

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

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

                                       34
<PAGE>   35


ITEM 11.  COMPENSATION OF OFFICERS AND DIRECTORS

     a)   The table below provides compensation information for the fiscal year
          ended December 31, 1999 for each executive officer of Nymox and for
          the directors and executive officers as a group.

Summary Compensation Table
(expressed in Canadian dollars)

<TABLE>
<CAPTION>

                                                   Fiscal Year ending                           Fiscal Year ending
                                                      Dec. 31, 1998                               Dec. 31, 1999
                                             -------------------------------              -------------------------------
                                              Other Cash                                   Other Cash
Name and Principal Position                     Salary          Compensation                 Salary          Compensation
---------------------------                  ------------       ------------              ------------       ------------
<S>                                          <C>                <C>                       <C>                <C>
Dr. Paul Averback, President and                $150,000                                     $150,000
Director                                     (US$103,925)            -                    (US$103,925)             -

Mr. Roy Wolvin, Secretary-Treasurer              $70,200                                      $70,200
                                              (US$48,640)            -                     (US$48,640)             -

All directors and executive                     $220,200                                     $220,200
officers as a group                          (US$152,565)            -                    (US$152,565)             -

</TABLE>

See "Options" below for information about stock options granted to directors,
executive officers and other employees.

Nymox does not have written employment contracts with any of the executive
officers named above.

Directors of Nymox, with the exception of the President, are paid a fee of
$1,000 for each board meeting attendance and are reimbursed for expenses
incurred in connection with their office.

b) The Company does not have any pension plans or other type of plans providing
retirement or similar benefits for directors or executive officers.

ITEM 12.  OPTIONS TO PURCHASE SECURITIES FROM REGISTRANT OR SUBSIDIARIES

Options and Warrants

<TABLE>
<CAPTION>

TOTAL AMOUNT OF COMMON SHARES SUBJECT TO              PURCHASE PRICE     PURCHASE PRICE        Expiration Date
EXERCISABLE OPTIONS                                        CAN$                US$
----------------------------------------              --------------     --------------        ---------------
<S>                                                        <C>               <C>                 <C>
                    100,000                                $ 7.00            $ 4.85               Nov 9, 2002
                    275,000                                $ 3.25            $ 2.25              Jan 17, 2006
                     20,000                                $13.75            $ 9.53              Jan 17, 2006
                     20,000                                $ 9.80            $ 6.79              Jan 17, 2006
                     40,000                                $10.00            $ 6.93              Jan 17, 2006
                    100,000                                $11.50            $ 7.97              Apr 30, 2006
                     10,000                                $16.75            $11.60              Aug 13, 2006


</TABLE>

                                       35
<PAGE>   36
<TABLE>
<CAPTION>
<S>                                                <C>                <C>                       <C>

                     10,000                                $ 9.00            $ 6.24              Aug 13, 2006
                     20,000                                $10.00            $ 6.93              Aug 13, 2006
                     25,000                                $ 9.00            $ 6.24              Oct 31, 2007
                     60,000                                $10.00            $ 6.93              Oct 31, 2007
                      6,000                                $ 9.25            $ 6.41              Dec 19, 2007
                     50,000                                $10.00            $ 6.93              Jan 22, 2009
                    150,000                                $ 4.50            $ 3.12              May 13, 2009
                     50,000                                $ 4.50            $ 3.12               Jun 1, 2009
WARRANTS

                    200,000                                                 $4.5315              Nov 30, 2004
                    160,000                                                 $4.0625              Nov 30, 2004
                    109,879                                                 $  3.70               Jan 8, 2005
                      5,783                                                 $  3.70               Jan 8, 2005
                     66,667                                                 $ 9.375               Mar 6, 2004
                     26,667                                                 $7.8125               Mar 6, 2004

</TABLE>

The total number of shares subject to options at March 31, 2000 is 1,165,500, of
which options representing 936,000 are currently exercisable. Of those, the
total number of shares subject to options held by directors and officers of
Nymox is 395,000 of which options representing 295,000 shares are currently
exercisable.

There are no rights, warrants or options presently outstanding under which Nymox
could issue additional common shares, with the exception of options enabling
certain directors, employees and consultants of Nymox to acquire common shares
under Nymox's stock option plan and of warrants entitling the holders to acquire
up to 568,996 common shares of Nymox as outlined in the above table.

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

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

On January 17, 1996, the board of directors granted options to purchase up to
400,000 common shares for a period of 10 years. Of these, options to purchase
120,000 common shares were granted to directors and officers of Nymox and
options to purchase 280,000 shares were granted to consultants of Nymox.
Specifically the board granted:

                                       36
<PAGE>   37

     -    options to purchase 310,000 common shares of Nymox at a price of
          CAN$3.25 (US$2.25) per share for a period of ten years to a total of
          seven beneficiaries, of which options a total of 35,000 common shares
          have been exercised to date;

     -    options to two directors of Nymox to acquire 5,000 common shares of
          Nymox, effective as of each of the first five anniversary dates of
          January 17, 1996 for a total of 25,000 shares each, provided they
          still be associated with the Company as of the vesting dates. The
          vesting schedule and prices per block of shares are as follows:

               January 17,1997 - 5,000 shares - CAN$13.75 (US$9.53) per share
               January 17,1998 - 5,000 shares - CAN$ 9.80 (US$6.79) per share
               January 17,1999 - 5,000 shares - CAN$10.00 (US$6.93) per share
               January 17,2000 - 5,000 shares - CAN$10.00 (US$6.93) per share
               January 17,2001 - 5,000 shares - CAN$10.00 (US$6.93) per share

     -    options to one senior executive of Nymox additional to acquire 10,000
          common shares of Nymox, effective as of each of the first four
          anniversary dates of January 17, 1996 for a total of 40,000 additional
          shares, provided he still be associated with the Company as of the
          vesting dates. The vesting schedule and prices per block of shares are
          as follows:

               January 17,1997 - 10,000 shares - CAN$13.75 (US$9.53) per share
               January 17,1998 - 10,000 shares - CAN$ 9.80 (US$6.79) per share
               January 17,1999 - 10,000 shares - CAN$10.00 (US$6.93) per share
               January 17,2000 - 10,000 shares - CAN$10.00 (US$6.93) per share.

Under the same plan, on April 30, 1996, the board granted options to purchase
100,000 common shares of Nymox at a price of CAN$11.50 (US$7.97) per share for a
period of ten years to three beneficiaries.

On August 13, 1996, the board granted one consultant of Nymox options to acquire
10,000 common shares of the Company at a price of CAN$16.75 (US$11.60)for a
period of ten years. This consultant was granted additional options to acquire
10,000 common shares of Nymox, effective as of each of the first four
anniversary dates of August 13, 1996 for a total of 40,000 additional shares,
provided he is still be associated with Nymox as of the vesting dates. The
vesting schedule and prices per block of shares are as follows:

               August 13,1997 - 10,000 shares - CAN$ 9.00 (US$6.24) per share
               August 13,1998 - 10,000 shares - CAN$10.00 (US$6.93) per share
               August 13,1999 - 10,000 shares - CAN$10.00 (US$6.93) per share
               August 13,2000 - 10,000 shares - CAN$10.00 (US$6.93) per share.

Under the same plan, on October 31, 1997, the board granted options to purchase
up to 155,000 common shares to four beneficiaries. Specifically the board
granted:

     -    options to purchase 25,000 common shares of the Company at a price of
          CAN$9.00 (US$6.24) per share for a period of 10 years to five
          beneficiaries;

                                       37
<PAGE>   38

     -    options to two directors of the Company options to acquire 5,000
          common shares of Nymox, effective as of each of the first five
          anniversary dates of October 31, 1997, at a price of CAN$10.00
          (US$6.93) per share for a total of 25,000 additional shares each,
          provided they still be associated with Nymox as of the vesting dates;
          and

     -    options to a director and an executive of Nymox to acquire 10,000
          common shares of Nymox, effective as of each of the first four
          anniversary dates of October 31, 1997, at a price of CAN$10.00
          (US$6.93) per share for a total of 40,000 additional shares each,
          provided they still be associated with Nymox as of the vesting dates.

On December 19, 1997 and on May 13, 1999, the board granted options to purchase
up to 15,500 common shares under Nymox's stock option plan to certain key
employees of Nymox at a price of CAN$9.25 (US$6.41) per share for a period of
ten years, provided they still be associated with Nymox as of the vesting dates.
All options granted to these employees vest over a period of three years from
the date when the board granted them. Of these options, 6,000 are currently
vested.

On November 9, 1998, the board granted one consultant of Nymox options to
acquire 100,000 common shares of the Company at a price of CAN$7.00 (US$4.85)
per share, such options to be exercisable for a period of four years from
November 9, 1998.

On January 22, 1999, the board granted one executive of Nymox options to acquire
50,000 common shares of Nymox at a price of $10.00 (US$6.93) per share, such
options to be exercisable for a period of 10 years from January 22, 1999.

On May 13, 1999, the board granted options to purchase up to 150,000 common
shares under Nymox's stock option plan for a period of ten years at a price of
CAN$4.50 (US$3.12) per share to seven beneficiaries. It also granted a director
of Nymox additional options to acquire 40,000 shares at a price of CAN$10.00
(US$6.93) per shares, vesting 10,000 shares per year, starting on May 13, 2000
and continuing to May 13, 2004, provided the director still be associated with
Nymox as of the vesting dates.

On May 13, 1999, the board granted one consultant of the Company options to
acquire 100,000 common shares of the Company at a price of CAN$4.50 (US$3.12)
per share, such options to be exercisable for a period of 10 years from June 1,
1999. These options are subject to vesting at the rate of 12,500 per quarter
commencing June 1, 1999 to March 1, 2001.

On February 4, 2000, the board granted one key employee of Nymox options to
acquire 10,000 common shares of Nymox at a price of $US$3.70 per share,
effective as of each of the first four anniversary dates of December 23, 1999
for a total of 40,000 shares, for a period of ten years, provided she still be
associated with Nymox as of the vesting dates.

To date, a total of 1,053,100 options granted to former employees and
consultants to purchase common shares of the Company have expired, of which
108,900 were exercised prior to the expiry date. In addition, 30,000 options
granted to consultants have been canceled and 35,000 options have been exercised
by a consultant still associated with the Company.

                                       38
<PAGE>   39

ITEM 13. INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS.

A former director and senior officer of Nymox, Hossein Ghanbari, while still
with Nymox, received a loan of CAN$56,000 for the purchase of a home following
his move from the United States to Canada to assume his duties with Nymox. This
loan was interest free and had no fixed terms of repayment. He subsequently used
additional funds of $125,000 to assist in the purchase of a home following his
return to the United States from Canada to work for Nymox's United States
subsidiary, Nymox Corporation. He repaid $5,000 of the $125,000 while still with
Nymox Corporation. On January 22, 1999, he gave Nymox Corporation two promissory
notes for these debts, payable on demand. The promissory note for the loan for
CAN$56,000 was interest-free; the promissory note for the outstanding sum of
$120,000 bore interest at the rate of 9% per annum.

Hossein Ghanbari is no longer with Nymox and Nymox Corporation has since
obtained partial summary judgment on these promissory notes in the amount of
$168,731.83. See - Information About the Company - Certain Legal Proceedings.

PART II

ITEM 14. DESCRIPTION OF SECURITIES TO BE REGISTERED

     a)   Not applicable

     b)   Not applicable

     c)   Not applicable


PART III

ITEM 15. DEFAULTS UPON SENIOR SECURITIES

Not applicable

ITEM 16. CHANGES IN SECURITIES AND CHANGES IN SECURITY FOR REGISTERED SECURITIES

Not applicable

PART IV

ITEM 17. FINANCIAL STATEMENTS

Not applicable

ITEM 18. FINANCIAL STATEMENTS

The financial statements listed in item 19 are incorporated by reference in this
item.

ITEM 19. FINANCIAL STATEMENTS AND EXHIBITS

     a)   Financial statements (which appear after the signature page hereto):

At and for the year ended December 31, 1999:

     Consolidated Balance Sheet -- December 31, 1999
     Consolidated Statement of Earnings and Deficit
     Consolidated Statements of Changes in Financial Position
     Notes


                                       39
<PAGE>   40

At and for the year ended December 31, 1998:
     Consolidated Balance Sheet -- December 31, 1998
     Consolidated Statement of Earnings and Deficit
     Consolidated Statements of Changes in Financial Position
     Notes

At and for the year ended December 31, 1997:
     Consolidated Statement of Earnings and Deficit
     Consolidated Statements of Changes in Financial Position
     Notes

SIGNATURES

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


                                                NYMOX PHARMACEUTICAL CORPORATION


                                                     /s/  Paul Averback
                                               ---------------------------------
                                                        (Registrant)

                                                     Paul Averback, MD
                                                     Title: President

Date: May 15, 2000


                                       40
<PAGE>   41
EXHIBIT INDEX
NYMOX PHARMACEUTICAL CORPORATION
Form 20-F Annual Report

<TABLE>
<CAPTION>

<S>                               <C>                                                                  <C>
          EXHIBIT NO.             DESCRIPTION                                                              PAGE NO.
          -----------             -----------                                                              --------
              3.1                 Articles of Incorporation, as amended. (incorporated by reference           N\A
                                  to Exhibit 3.1 to the Company's 20-F filed
                                  with the Commission December 9, 1996.)

              3.2                 Bylaws of the Company (incorporated by                                      N\A
                                  reference to Exhibit 3.2 to the Company's 20-F
                                  filed with the Commission December 9, 1996.)

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

              10.2                Share Option Plan of the Company (incorporated by reference to              N\A
                                  Exhibit 10.2 to the Company's 20F filed with
                                  the Commission December 9, 1996.)

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

              10.4                Research and License Amendment between the Massachusetts General            N\A
                                  Hospital Corporation and the Company (incorporated by reference
                                  to Exhibit 10.5 to the Company's 20-F filed
                                  with the Commission December 9, 1996.)

              10.5                Common Stock Purchase Agreement between Nymox Pharmaceutical                N\A
                                  Corporation and Jaspas Investments Limited dated November 1, 1999
                                  (incorporated by reference to Exhibit 2.0 to the Company's form
                                  F-1 registration statement filed with the
                                  Commission February 29, 2000.)

              10.6                Registration Rights Agreement between Nymox Pharmaceutical                  N\A
                                  Corporation and Jaspas Investments Limited dated November 1, 1999
                                  (incorporated by reference to Exhibit 2.1 to the Company's form
                                  F-1 registration statement filed with the
                                  Commission February 29, 2000.)

              10.7                Escrow Agreement among Nymox Pharmaceutical                                 N\A
                                  Corporation, Jaspas Investments Limited and
                                  Epstein, Becker & Green, P.C. dated November
                                  1, 1999 (incorporated by reference to Exhibit
                                  2.2 to the Company's form F-1 registration
                                  statement filed with the
                                  Commission February 29, 2000.)

              10.8                Stock Purchase Warrant to purchase common                                   N\A
                                  shares issued to Jaspas Investments Limited
                                  dated November 1, 1999 (incorporated by
                                  reference to Exhibit 2.3 to the Company's form
                                  F-1 registration statement filed with the
                                  Commission February 29, 2000.)

              10.9                Employment Agreement between Nymox Pharmaceutical Corporation and           N\A
                                  Dr. Judith Fitzpatrick (incorporated by reference to Exhibit 2.4
                                  to the Company's form F-1 registration statement filed with the
                                  Commission February 29, 2000.)

              10.10               Research and License Agreement between the                             Filed Herewith
                                  Rhode Island Hospital Corporation and the
                                  Company dated May 14, 1999.

              27.0                Financial Data Schedule                                                Filed Herewith


</TABLE>

                                       i
<PAGE>   42









                      Consolidated Financial Statements of




                              NYMOX PHARMACEUTICAL
                                   CORPORATION




                  Years ended December 31, 1999, 1998 and 1997


                                       1

<PAGE>   43
AUDITORS' REPORT TO THE SHAREHOLDERS

We have audited the consolidated balance sheets of Nymox Pharmaceutical
Corporation as at December 31, 1999 and 1998 and the consolidated statements of
earnings, deficit and cash flows for the years ended December 31, 1999, 1998 and
1997. These financial statements are the responsibility of the Corporation's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, these consolidated financial statements present fairly, in all
material respects, the financial position of the Corporation as at December 31,
1999 and 1998 and the results of its operations and its cash flows for the years
ended December 31, 1999, 1998 and 1997 in accordance with Canadian generally
accepted accounting principles.

Canadian generally accepted accounting principles vary in certain significant
respects from accounting principles generally accepted in the United States.
Application of accounting principles generally accepted in the United States
would have affected results of operations for each of the years in the
three-year period ended December 31, 1999 and shareholders' equity as at
December 31, 1999, 1998 and 1997 to the extent summarized in note 10 to the
consolidated financial statements.






/s/ KPMG
Chartered Accountants



Montreal, Canada
March 17, 2000


                                       2
<PAGE>   44
NYMOX PHARMACEUTICAL CORPORATION

Consolidated Financial Statements

Years ended December 31, 1999, 1998 and 1997

<TABLE>
<CAPTION>
<S>                                                                            <C>

FINANCIAL STATEMENTS

     Consolidated Balance Sheets.............................................  1

     Consolidated Statements of Earnings.....................................  2

     Consolidated Statements of Deficit......................................  3

     Consolidated Statements of Cash Flows...................................  4

     Notes to Consolidated Financial Statements..............................  5


</TABLE>

<PAGE>   45
NYMOX PHARMACEUTICAL CORPORATION
Consolidated Balance Sheets

December 31, 1999 and 1998
(in US dollars)

<TABLE>
<CAPTION>
                                                           1999            1998
                                                   ------------    ------------
<S>                                                <C>             <C>
Assets
Current assets:
     Cash                                          $    449,363    $    494,906
     Short-term investments                              -            1,464,635
     Interest receivable                                 -               31,928
     Receivable from a financial institution             -              441,696
     Accounts receivable                                 24,611          51,724
     Research tax credits receivable                      3,180           4,003
     Notes receivable (note 3)                          181,280         189,839
     Other receivables                                   18,390          29,812
     Prepaid expenses                                   100,000           -
                                                   ------------    ------------
                                                        776,824       2,708,543
Capital assets (note 4)                               1,168,316       1,279,692
Deferred share issuance costs (note 6 (c))              195,351           -
                                                   ------------    ------------
                                                   $  2,140,491    $  3,988,235
                                                   ============    ============
Liabilities and Shareholders' Equity
Current liabilities:
     Accounts payable and accrued liabilities      $    486,916    $    301,004
     Note payable (note 5)                              346,428           -
                                                   ------------    ------------
                                                        833,344         301,004
Shareholders' equity:
     Share capital (note 6)                          16,912,963      15,943,710
     Deficit                                       $(15,605,816)   $(12,256,479)
                                                   ------------    ------------
                                                      1,307,147       3,687,231
Commitments and contingency (notes 3 and 7)
Subsequent events (note 13)
                                                   ------------    ------------
                                                   $  2,140,491    $  3,988,235
                                                   ============    ============
</TABLE>

See accompanying notes to consolidated financial statements.

On behalf of the Board:

       /s/ Paul Averback, M.D.
--------------------------------------  Director
        /s/ Colin Bier, Ph.D.
--------------------------------------  Director

                                       1

<PAGE>   46

<PAGE>   47
NYMOX PHARMACEUTICAL CORPORATION
Consolidated Statements of Earnings

Years ended December 31, 1999, 1998 and 1997
(in US dollars)


<TABLE>
<CAPTION>
                                                 1999             1998              1997
                                          -----------      -----------       -----------
<S>                                        <C>              <C>               <C>
Revenues:

     Service fees                         $   153,252      $   104,804       $    17,033
     Interest                                  36,951          168,761            53,022
                                          -----------      -----------       -----------
                                              190,203          273,565            70,055

Expenses:
     Research and development               1,137,122        2,091,745         1,775,340
     Less research tax credits                 (4,181)          (4,003)         (103,928)
                                          -----------      -----------       -----------
                                            1,132,941        2,087,742         1,671,412
     Marketing                                942,205        2,245,023         1,334,202
     General and administrative, and
       cost of sales                        1,333,234          620,939           408,456
     Depreciation and amortization            136,947           93,917           109,952
     Interest and bank charges                  5,856            9,157             9,938
                                          -----------      -----------       -----------
                                            3,551,183        5,056,778         3,533,960
Gain on disposal of capital assets            (46,684)           -                 -
                                          -----------      -----------       -----------
Net loss                                  $(3,314,296)     $(4,783,213)      $(3,463,905)
                                          ===========      ===========       ===========
Loss per share                            $     (0.17)     $     (0.25)      $     (0.19)
                                          ===========      ===========       ===========
Weighted average number of common shares   19,886,430       19,304,435        18,370,873
                                          ===========      ===========       ===========

</TABLE>

See accompanying notes to consolidated financial statements


                                       2



<PAGE>   48
NYMOX PHARMACEUTICAL CORPORATION
Consolidated Statements of Deficit

Years ended December 31, 1999, 1998 and 1997
(in US dollars)

<TABLE>
<CAPTION>
                                        1999            1998            1997
                                ------------    ------------     -----------
<S>                             <C>             <C>              <C>
Deficit, beginning of year      $(12,256,479)   $ (7,415,759)    $(3,791,804)

Net loss                          (3,314,296)     (4,783,213)     (3,463,905)

Share issue costs                    (35,041)        (57,507)       (160,050)
                                ------------    ------------     -----------
Deficit, end of year            $(15,605,816)   $(12,256,479)    $(7,415,759)
                                ============    ============     ===========
</TABLE>

See accompanying notes to consolidated financial statements.


                                       3



<PAGE>   49
NYMOX PHARMACEUTICAL CORPORATION
Consolidated Statements of Cash Flows

Years ended December 31, 1999, 1998 and 1997
(in US dollars)
<TABLE>
<CAPTION>
                                                                1999              1998              1997
                                                         -----------       -----------       -----------
<S>                                                     <C>                <C>               <C>

Cash flows from operating activities:

     Net loss                                            $(3,314,296)      $(4,783,213)      $(3,463,905)
     Adjustments for:
         Depreciation and amortization                       136,947            93,917           109,952
         Gain on disposal of capital assets                  (46,684)            -                 -
         Foreign exchange                                    (13,453)           (4,858)           (1,698)
     Change in operating assets and liabilities:
         Accounts receivable                                  24,894           (41,925)           (7,437)
         Interest receivable                                  31,928           (29,018)           49,950
         Receivable from a financial institution             441,696          (441,696)            -
         Research tax credits receivable                         824            99,925            62,357
         Other receivables                                    11,422           (17,539)             (485)
         Prepaid expenses                                   (102,945)            -                 -
         Accounts payable and accrued liabilities            188,872            93,129           (65,703)
                                                         -----------       -----------       -----------
                                                          (2,640,795)       (5,031,278)       (3,316,969)
Cash flows from financing activities:
     Proceeds from issuance of share capital                 969,253         5,996,622         3,501,657
     Proceeds from notes payable                             346,428             -                 -
     Share issue costs                                      (230,392)          (57,507)         (160,050)
                                                         -----------       -----------       -----------
                                                           1,085,289         5,939,115         3,341,607

Cash flows from investing activities:
     Additions to capital assets                            (164,783)         (390,125)         (180,269)
     Proceeds from disposal of capital assets                185,896             -                 -
     Notes receivable                                          -              (151,040)            -
     Net proceeds on maturity of (purchases of)
       short-term investments                              1,464,635          (231,290)          451,422
                                                         -----------       -----------       -----------
                                                           1,485,748          (772,455)          271,153

Effect of foreign exchange rate changes on cash               24,215             8,066             3,493
                                                         -----------       -----------       -----------
Net (decrease) increase in cash                              (45,543)          143,448           299,284

Cash, beginning of year                                      494,906           351,458            52,174
                                                         -----------       -----------       -----------
Cash, end of year                                        $   449,363       $   494,906       $   351,458
                                                         ===========       ===========       ===========

Supplemental cash flow information:
     Cash paid during the year for interest              $     5,856       $     9,157       $     9,938
                                                         ===========       ===========       ===========
</TABLE>

See accompanying notes to consolidated financial statements


                                       4


<PAGE>   50
NYMOX PHARMACEUTICAL CORPORATION
Notes to Consolidated Financial Statements

Years ended December 31, 1999, 1998 and 1997
(in US dollars)

1.   ORGANIZATION AND BUSINESS ACTIVITIES:

     Nymox Pharmaceutical Corporation (the "Corporation"), incorporated under
     the Canada Business Corporations Act, is a development stage
     biopharmaceutical corporation which specializes in the research and
     development of neurological therapeutics and diagnostics for the aging
     population, with an emphasis on Alzheimer's disease.

     Since inception, the Corporation's activities have been primarily focused
     on developing certain pharmaceutical technologies and obtaining outside
     funding to support the continued development of its technologies. The
     Corporation is subject to a number of risks, including the successful
     development and marketing of its technologies. In order to achieve its
     business plan, the Corporation anticipates the need to raise additional
     capital. (See notes 6 (c) and 13 (b)).

     The Corporation is listed on the NASDAQ Stock Market.

2.   SIGNIFICANT ACCOUNTING POLICIES:

     (a)  Consolidation and change in measurement currency:

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

          Consolidated financial statements prepared under US GAAP would differ
          in some respects from those prepared in Canada. A reconciliation of
          earnings and shareholders' equity reported in accordance with Canadian
          GAAP and with US GAAP is presented in note 10.

          Effective January 1, 2000, the Corporation will adopt the United
          States dollar as its measurement currency as a result of the
          significance of business activities conducted in the United States and
          the increasing proportion of operating, financing and investing
          transactions in the Canadian operations that are denominated in U.S.
          dollars. In accordance with Canadian GAAP, these consolidated
          financial statements have been presented in US dollars using the
          convenience translation method whereby all Canadian dollar amounts
          were converted into US dollars at the closing exchange rate at
          December 31, 1999, which was $1.4433 Canadian dollar per US dollar.

     (b)  Short-term investments:

          The Corporation's portfolio of short-term investments, which does not
          include equity securities, consisted principally of government
          securities and commercial paper that are highly liquid and readily
          convertible into cash. These are recorded at the lower of cost and
          market value.

                                       5




<PAGE>   51
NYMOX PHARMACEUTICAL CORPORATION
Notes to Consolidated Financial Statements, Continued

Years ended December 31, 1999, 1998 and 1997
(in US dollars)


2.   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):

     (c)  Capital assets:

          Capital assets are recorded at cost. Depreciation and amortization are
          provided using the following methods and annual rates:
<TABLE>
<CAPTION>


          Asset                                            Method         Rate
          -----                                            ------         ----
         <S>                                          <C>                 <C>
         Computer equipment                         Straight-line          20%
         Laboratory equipment                       Straight-line          20%
         Office equipment and fixtures              Straight-line          20%

</TABLE>

          The capitalized amount with respect to patents relates to direct costs
          incurred in connection with securing the patents. The cost of the
          patents does not necessarily reflect their present or future value and
          the amount ultimately recoverable is dependent upon the successful
          commercialization of the related products. Accordingly, patents are
          being amortized using the straight-line method commencing in the year
          of commercial production of the developed products. The capitalized
          amount is being amortized over the remaining years of the initial life
          of the patent.

     (d)  Research and development expenditures:

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

     (e)  Foreign exchange:

          The Corporation's foreign subsidiary is considered to be an integrated
          foreign operation. Foreign denominated monetary assets and liabilities
          of the Canadian and foreign operations are translated at the rates of
          exchange prevailing at the balance sheet dates. Other assets and
          liabilities denominated in foreign currencies are translated at the
          exchange rates prevailing when the assets were acquired or the
          liabilities incurred. Sales and expenses denominated in foreign
          currencies are translated at the average exchange rate prevailing
          during the year, except for depreciation and amortization which are
          translated at the same rates as those used in the translation of the
          corresponding assets. Foreign exchange gains and losses are included
          in the determination of net earnings.

                                       6



<PAGE>   52

NYMOX PHARMACEUTICAL CORPORATION
Notes to Consolidated Financial Statements, Continued

Years ended December 31, 1999, 1998 and 1997
(in US dollars)


2.   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):

     (f)  Stock-based compensation plan:

          No compensation expense is recognized under the Corporation's
          stock-based compensation plan when stock options are issued to
          employees. Any consideration paid by employees on exercise of stock
          options is credited to share capital.

     (g)  Use of estimates:

          The preparation of financial statements in conformity with generally
          accepted accounting principles requires management to make estimates
          and assumptions that affect the reported amounts of assets and
          liabilities and disclosure of contingent assets and liabilities at the
          date of the financial statements and the reported amounts of revenues
          and expenses during the reporting periods. Actual results could differ
          from those estimates.

     (h)  Loss per share:

          The loss per share amounts have been calculated using the weighted
          average number of common shares outstanding during the year. Fully
          diluted loss per share has not been disclosed because the effect of
          common shares issuable upon the exercise of options and warrants would
          be anti-dilutive.

     (i)  Statement of cash flows:

          In 1999, the Corporation adopted the new recommendations of the
          Canadian Institute of Chartered Accountants with respect to the
          presentation of cash flow information. Under the new recommendations,
          all non-cash transactions are excluded from the cash flow statement
          and disclosed elsewhere in the financial statements. Cash equivalents
          are restricted to investments that are readily convertible into a
          known amount of cash, that are subject to minimal risk of changes in
          value and which have an original maturity of three months or less. The
          information for 1998 and 1997 has been restated to conform to the new
          presentation.

3.   NOTES RECEIVABLE:
<TABLE>
<CAPTION>
                                                                 1999       1998
                                                             --------   --------
     <S>                                                     <C>         <C>
     Note receivable, unsecured, non-interest bearing,
       payable on demand                                     $ 38,800   $ 38,800

     Note receivable, unsecured, bearing interest at 9%
       per annum beginning February 1, 1999, payable
       on demand, denominated in US dollars                   142,480    151,039
                                                             --------   --------
                                                             $181,280   $189,839
                                                             ========   ========

</TABLE>


                                       7

<PAGE>   53

NYMOX PHARMACEUTICAL CORPORATION
Notes to Consolidated Financial Statements, Continued

Years ended December 31, 1999, 1998 and 1997
(in US dollars)


3.   NOTES RECEIVABLE (CONTINUED):

     The notes are receivable from a former director and senior executive who is
     no longer associated with the Company. In 1999, Nymox Corporation, the
     Corporation's subsidiary, commenced an action against the former director
     for repayment of the two promissory notes and on August 5, 1999, the court
     granted Nymox Corporation's motion for summary judgment. At December 31,
     1999, the notes receivable had not been collected because the former
     director has outstanding counterclaims against Nymox Corporation for
     compensatory and punitive damages for alleged defamation and in connection
     with his employment.

     The Corporation has not recorded a provision in its accounts for payment of
     damages or for any loss on the collectibility of the notes receivable
     because, in the opinion of management, an unfavorable outcome in this
     litigation is not probable.

4.   CAPITAL ASSETS:
<TABLE>
<CAPTION>
                                                         1999
                                       ----------------------------------------

                                                     Accumulated       Net book
                                             Cost   depreciation          value
                                       ----------   ------------     ----------
<S>                                    <C>          <C>              <C>
     Computer equipment                $   57,713       $ 25,203     $   32,510
     Laboratory equipment                 258,145        104,053        154,092
     Office equipment and fixtures         26,527         11,750         14,777
     Patents                            1,042,427         75,491        966,936
     Intellectual property rights               1           -                 1
                                       ----------       --------     ----------
                                       $1,384,813       $216,497     $1,168,316
                                       ==========       ========     ==========
</TABLE>

<TABLE>
<CAPTION>
                                                         1998
                                       ----------------------------------------

                                                      Accumulated      Net book
                                             Cost    depreciation         value
                                       ----------    ------------    ----------
<S>                                    <C>          <C>              <C>

     Computer equipment                $   54,346       $ 17,687     $   36,659
     Laboratory equipment                 497,346        152,753        344,593
     Office equipment and fixtures         26,991          8,097         18,894
     Patents                              884,306          4,761        879,545
     Intellectual property rights               1           -                 1
                                       ----------       --------     ----------
                                       $1,462,990       $183,298     $1,279,692
                                       ==========       ========     ==========

</TABLE>

                                       8
<PAGE>   54

NYMOX PHARMACEUTICAL CORPORATION
Notes to Consolidated Financial Statements, Continued

Years ended December 31, 1999, 1998 and 1997
(in US dollars)


5.   NOTE PAYABLE:

     The note payable bears interest at the prime lending rate of a Canadian
     financial institution plus 2%, and is repayable on May 1, 2000. The note
     payable is subject to earlier repayment in certain circumstances.

6.   SHARE CAPITAL:

<TABLE>
<CAPTION>

                                                                                        1999                 1998
                                                                                       -----                -----
<S>                                                                                <C>                   <C>
     Authorized:
          An unlimited number of common shares
     Issued and outstanding:
          20,003,804 common shares (1998 - 19,727,904)                           $16,912,963          $15,943,710
                                                                                 ===========          ===========

</TABLE>

     (a)  Changes in the Corporation's share capital are presented below:

<TABLE>
<CAPTION>

                                                                                      Shares              Dollars
                                                                                      ------              -------
<S>                                                                               <C>                   <C>
          Issued and outstanding, December 31, 1997                               18,632,873          $ 9,597,888
          Issue of common shares for cash (b)                                        366,000            2,169,681
          Issue of common shares pursuant to exercise
            of warrants                                                              696,491            4,101,832
          Issue of common shares pursuant to exercise
            of stock options                                                          33,000               74,309
          Cancellation of shares                                                        (460)              -
                                                                                  ----------          -----------
          Balance, December 31, 1998                                              19,727,904           15,943,710
          Issue of common shares for cash (b)                                        177,000              746,553
          Issue of common shares pursuant to exercise
            of stock options                                                          98,900              222,700
                                                                                  ----------          -----------
          Balance, December 31, 1999                                              20,003,804          $16,912,963
                                                                                  ==========          ===========
</TABLE>

                                       9

<PAGE>   55

NYMOX PHARMACEUTICAL CORPORATION
Notes to Consolidated Financial Statements, Continued

Years ended December 31, 1999, 1998 and 1997
(in US dollars)

6.   SHARE CAPITAL (CONTINUED):

     (b)  Private placements:

          In 1999, the Corporation completed private placements for 177,000
          common shares for total aggregate proceeds of $746,553. In 1998, the
          Corporation completed private placements for 366,000 common shares for
          total aggregate proceeds of $2,169,681. The share issue costs related
          to these private placements have been charged against the deficit.

     (c)  Common Stock Purchase Agreement:

          In November 1999, the Corporation and Jaspas Investments Limited
          ("Jaspas"), a corporation based in the British Virgin Islands, signed
          a common stock purchase agreement (the "Agreement") that establishes
          the terms and conditions for the future issuance and purchase of the
          Corporation's common shares by Jaspas. In general terms, Jaspas is
          committed to purchase up to $12 million of the Corporation's common
          shares over a thirty-month period. However, Jaspas may not purchase
          more than 19.9% of the Corporation's common shares issued and
          outstanding as of November 12, 1999, the closing date under the
          Agreement, without obtaining shareholder approval.

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

          The Corporation may make up to 24 drawdowns to a maximum of
          $750,000/drawdown and $12,000,000 in total. There are certain
          conditions that must be satisfied before Jaspas is obligated to
          purchase the Corporation's common shares. At December 31, 1999, no
          drawdowns were made by the Corporation under this facility as it was
          in the process of preparing a registration statement for the issue of
          shares to the Securities and Exchange Commission, one of the
          conditions of the Agreement.

          The Corporation has also issued a warrant to Jaspas to purchase
          200,000 common shares (see note 6 (d)).

          The fees related to this transaction amounted to $195,351 and have
          been accounted for as deferred financing fees to be amortized over the
          thirty-month drawdown period.

                                       10

<PAGE>   56
NYMOX PHARMACEUTICAL CORPORATION
Notes to Consolidated Financial Statements, Continued

Years ended December 31, 1999, 1998 and 1997
(in US dollars)

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

6.   SHARE CAPITAL (CONTINUED):

     (d)  Warrants:

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

<TABLE>
<CAPTION>


                         Exercise                                          Outstanding at
                        price per                   Exercised                December 31,
          Warrants          share      Issued         to date    Expired             1999               Expiry
          --------     ----------     -------       ---------    -------   --------------              -------
          <S>          <C>             <C>          <C>          <C>       <C>                          <C>
          Series A       CAN$8.50     696,491         696,491       -                -                    -
          Series B       CAN$8.50      50,000            -        50,000             -                    -
          Series C      CAN$10.00      60,000            -        60,000             -                    -
          Series D      CAN$10.00      95,000            -        95,000             -                    -
          Series E        US$4.53     200,000 (i)        -          -             200,000    November 30, 2004
          Series F        US$4.06     160,000 (ii)       -          -             160,000    November 30, 2004

</TABLE>

          (i)  Warrant issued to Jaspas in connection with the common stock
               purchase agreement referred to in note 6 (c). The warrant
               entitles Jaspas to purchase 100,000 common shares at an exercise
               price of US$4.5315. Jaspas may purchase a further 100,000 common
               shares at the same price only if the Corporation has not drawn
               down at least US$7,000,000 within eighteen months from the
               effective date of the registration statement referred to in
               note 6 (c).

          (ii) Warrant issued to placement agents in connection with the common
               stock purchase agreement. The warrants are exercisable at a price
               of US$4.0625.

     (e)  Stock options:

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


                                       11

<PAGE>   57
NYMOX PHARMACEUTICAL CORPORATION
Notes to Consolidated Financial Statements, Continued

Years ended December 31, 1999, 1998 and 1997
(in US dollars)

6.   SHARE CAPITAL (CONTINUED):

     (e)  Stock options (continued):

          Changes in outstanding options were as follows for the last two fiscal
          periods:
<TABLE>
<CAPTION>
                                                                                 Weighted            Weighted
                                                                                  average             average
                                                                                 exercise            exercise
                                                              Number                price               price
                                                           ---------          -----------         -----------
                                                                                   (CAN$)               (US$)
          <S>                                               <C>               <C>                 <C>
          Balance, December 31, 1997                        1,834,000         $      5.48         $      3.80

          Granted                                             125,000                6.58                4.56

          Exercised                                           (33,000)               3.25                2.25

          Cancelled                                              -                     -                   -
                                                            ---------         -----------         -----------
          Balance, December 31, 1998                        1,926,000                5.73                3.97

          Granted                                             351,500                5.37                3.72

          Exercised                                           (98,900)               3.25                2.25

          Expired                                             (55,000)               9.57                6.63

          Cancelled                                          (993,100)               3.32                2.30
                                                            ---------         -----------         -----------
          Balance, December 31, 1999                        1,130,500         $      6.87         $      4.76
                                                            =========         ===========         ===========
</TABLE>

<TABLE>
<CAPTION>
          At December 31, 1999, options outstanding and exercisable were as follows:

          Options outstanding      Options exercisable       Exercise price per share             Expiry date
          -------------------      -------------------       ------------------------             -----------
          <S>                      <C>                       <C>                              <C>
               100,000                        100,000             CAN$7.00   (US$4.85)        November 9, 2002
                20,000                         20,000            CAN$13.75   (US$9.53)        January 17, 2006
                50,000                         20,000            CAN$10.00   (US$6.93)        January 17, 2006
               275,000                        275,000             CAN$3.25   (US$2.25)        January 17, 2006
                20,000                         20,000             CAN$9.80   (US$6.79)        January 17, 2006
               100,000                        100,000            CAN$11.50   (US$7.97)          April 30, 2006
                10,000                         10,000            CAN$16.75  (US$11.60)         August 13, 2006
                10,000                         10,000             CAN$9.00   (US$6.24)         August 13, 2006
                30,000                         20,000            CAN$10.00   (US$6.93)         August 13, 2006
               130,000                         60,000            CAN$10.00   (US$6.93)        October 31, 2007
                25,000                         25,000             CAN$9.00   (US$6.24)        October 31, 2007
                 6,000                           -                CAN$9.25   (US$6.41)       December 19, 2007
                 3,000                           -                CAN$9.25   (US$6.41)       December 19, 2007
                50,000                         50,000            CAN$10.00   (US$6.93)        January 22, 2009
                 6,500                           -                CAN$9.25   (US$6.79)            May 13, 2009
               195,000                        150,000             CAN$4.50   (US$3.12)            May 13, 2009
               100,000                         37,500             CAN$4.50   (US$3.12)            June 1, 2009
            ----------                       --------
             1,130,500                        903,500
            ==========                       ========
</TABLE>

                                       12
<PAGE>   58


NYMOX PHARMACEUTICAL CORPORATION
Notes to Consolidated Financial Statements, Continued

Years ended December 31, 1999, 1998 and 1997
(in US dollars)

7.   COMMITMENTS:

     (a)  Operating leases:

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

<TABLE>
<CAPTION>
          <S>                                                         <C>
          2000                                                        $103,000
          2001                                                          53,000
          2002                                                          37,000
          2003                                                           6,000
                                                                      --------
                                                                      $199,000
                                                                      ========
</TABLE>


     (b)  Research funding:

          The Corporation is committed to make research grants to an unrelated
          medical facility in the U.S. in the aggregate amount of approximately
          $387,000 in the next three years as follows:
<TABLE>
<CAPTION>

          <S>                                                         <C>
          2000                                                        $172,000
          2001                                                         172,000
          2002                                                          43,000
                                                                      --------
                                                                      $387,000
                                                                      ========
</TABLE>

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

     (c)  License agreement:

          In January 1999, the Corporation granted a non-exclusive license to an
          American corporation to utilize all proprietory technology, including
          its rights to patents and know-how, necessary to conduct the AD7C test
          in a reference laboratory. The Corporation will receive compensation
          under the agreement based on the number of tests conducted by the
          American company. The license, which is for the US territory, is for
          an initial term of 24 months and is subject to automatic renewal for
          two additional one-year terms.


                                       13
<PAGE>   59


NYMOX PHARMACEUTICAL CORPORATION
Notes to Consolidated Financial Statements, Continued

Years ended December 31, 1999, 1998 and 1997
(in US dollars)


8.   INCOME TAXES:

     Details of the components of income taxes are as follows:
<TABLE>
<CAPTION>
                                                                1999                 1998                 1997
                                                                ----                 ----                 ----
<S>                                                        <C>                  <C>                  <C>
     Loss before income taxes:

          Canadian operations                            $(2,631,662)         $(1,782,794)         $(1,725,041)
          U.S. operations                                   (682,634)          (3,000,419)          (1,738,864)
                                                         -----------          -----------          -----------
                                                          (3,314,296)          (4,783,213)          (3,463,905)
     Basic income tax rate                                     38.0%                38.0%                38.0%
                                                         -----------          -----------          -----------
     Income tax recovery at statutory rates                1,260,000            1,817,000            1,316,000

     Adjustments in income taxes resulting from:
          Non-recognition of losses and other
            unclaimed deductions                          (1,260,000)          (1,817,000)          (1,316,000)
                                                         -----------          -----------          -----------
     Income taxes                                        $     -              $    -               $    -
                                                         ===========          ===========          ===========

</TABLE>

     The Corporation has non-capital losses carried forward and accumulated
     scientific research and development expenditures which are available to
     reduce future years' taxable income. The related income tax benefit of
     these items will be recorded in earnings when realized. These expire as
     follows:
<TABLE>
<CAPTION>
                                                            Federal          Provincial
                                                            -------          ----------
<S>                                                        <C>                  <C>
     Non-capital losses:

          2000                                           $   25,000          $   25,000
          2001                                               40,000              40,000
          2002                                              637,000                -
          2003                                            1,379,000             884,000
          2004                                              962,000             755,000
          2005                                            2,095,000           2,096,000
          2006                                            2,435,000           2,435,000

     Scientific research and development expenditures:
             (Indefinitely)                               1,149,000           2,794,000
</TABLE>

                                       14


<PAGE>   60

NYMOX PHARMACEUTICAL CORPORATION
Notes to Consolidated Financial Statements, Continued

Years ended December 31, 1999, 1998 and 1997
(in US dollars)

8.   INCOME TAXES (CONTINUED):

     The Corporation also has investment tax credits available in the amount of
     approximately $330,000 available to reduce future years' federal taxes
     payable. The benefit of these credits will be recorded when realized. These
     credits expire as follows:

<TABLE>
<CAPTION>
     <S>                             <C>
     2005                          $  18,000
     2006                            201,000
     2007                            103,000
     2008                              8,000
</TABLE>



     In addition, the Corporation's US subsidiary has losses carried forward of
     approximately $5,840,000 which expire as follows:

<TABLE>
<CAPTION>
     <S>                             <C>
     2011                          $  460,000
     2012                           1,730,000
     2018                           2,700,000
     2019                             950,000
</TABLE>



9.   FINANCIAL INSTRUMENTS:

     (a)  Foreign currency risk management:

          As indicated in note 2 (a), the Corporation will adopt the US dollar
          as its measurement currency effective January 1, 2000 because a
          substantial portion of revenues, expenses, assets and liabilities of
          its Canadian and US operations are denominated in US dollars. The
          Canadian operation also has transactions denominated in Canadian
          dollars, principally relating to salaries and rent. The Corporation
          does not engage in the use of derivative financial instruments to
          manage its currency exposures. Foreign exchange gains and losses have
          been less than $50,000 in each of the years ended December 31, 1999,
          1998 and 1997.

     (b)  Credit risk:

          Financial instruments that potentially subject the Corporation to
          significant concentrations of credit risk consist principally of
          short-term investments. The Corporation minimizes this risk by having
          investment policies that require placement of short-term investments
          in financial institutions evaluated as highly creditworthy.

                                       15

<PAGE>   61


NYMOX PHARMACEUTICAL CORPORATION

Notes to Consolidated Financial Statements, Continued

Years ended December 31, 1999, 1998 and 1997
(in US dollars)



9.   FINANCIAL INSTRUMENTS (CONTINUED):

     (c)  Fair value disclosure:

          The Corporation has determined that the carrying value of its
          short-term financial assets and liabilities approximates fair value
          due to the immediate or short-term maturity of these financial
          instruments.

10.  CANADIAN/U.S. REPORTING DIFFERENCES:

     (a)  Consolidated statements of earnings:

          The reconciliation of earnings reported in accordance with Canadian
          GAAP and with U.S. GAAP is as follows:
<TABLE>
<CAPTION>
                                                                    1999              1998                 1997
                                                             -----------       ------------        -------------
<S>                                                                  <C>               <C>                  <C>
          Net loss, Canadian GAAP                            $(3,314,296)      $(4,783,213)        $(3,463,906)
          Adjustments:

              Amortization of patents (i)                          9,142           (50,622)            (35,779)
              Stock-based compensation - options
                granted to non-employees (ii)                   (198,815)         (274,088)           (108,350)
              Change in reporting currency (iii)                  94,803           128,361            (147,374)
                                                             -----------       -----------         ------------
          Net loss, U.S. GAAP                                $(3,409,166)      $(4,979,562)        $(3,755,409)
                                                             ===========       ===========         ============
          Loss per share, U.S. GAAP                          $     (0.17)      $     (0.26)        $     (0.20)
                                                             ===========       ===========         ============
</TABLE>

                                       16
<PAGE>   62

NYMOX PHARMACEUTICAL CORPORATION
Notes to Consolidated Financial Statements, Continued

Years ended December 31, 1999, 1998 and 1997
(in US dollars)


10.  CANADIAN/U.S. REPORTING DIFFERENCES (CONTINUED):

     (b)  Consolidated shareholders' equity:

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

<TABLE>
<CAPTION>
                                                                 1999             1998             1997
                                                           ----------      -----------      -----------
<S>                                                        <C>                <C>             <C>

          Shareholders' equity, Canadian GAAP              $1,307,147       $3,687,231       $2,531,329

          Adjustments:
               Amortization of patents (i)                   (157,307)        (176,549)        (131,070)
               Stock-based compensation - options
                  granted to non-employees (ii):

                     Cumulative compensation expense         (947,853)        (792,788)        (540,278)
                     Additional paid-in capital             1,000,416          749,038          518,700
               Change in reporting currency (iii)             (62,672)        (162,580)          49,371
                                                           ----------       ----------       ----------
                                                             (167,416)        (382,879)        (103,277)
                                                           ----------       ----------       ----------

          Shareholders' equity, U.S. GAAP                  $1,139,731       $3,304,352       $2,428,052
                                                           ==========       ==========       ==========

</TABLE>

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

          (ii) In accordance with FAS 123, Accounting for Stock-Based
               Compensation, compensation related to the stock options granted
               to non-employees has been recorded in the accounts based on the
               fair value of the stock options at the grant date. The fair value
               of the stock options was estimated as described in note 10(c)(3).
               There are no comparable Canadian standards.

                                       17
<PAGE>   63

NYMOX PHARMACEUTICAL CORPORATION
Notes to Consolidated Financial Statements, Continued

Years ended December 31, 1999, 1998 and 1997
(in US dollars)

10.  CANADIAN/U.S. REPORTING DIFFERENCES (CONTINUED):

     (b) Consolidated shareholders' equity (continued):

         (iii) Change in reporting currency:

               As explained in note 2 (a), the Company will adopt the US dollar
               as its reporting currency effective January 1, 2000. For Canadian
               GAAP purposes, the financial information for 1999, 1998 and 1997
               has been translated into US dollars at the December 31, 1999
               exchange rate. For United States GAAP reporting purposes, assets
               and liabilities for all years presented have been translated into
               US dollars at the ending exchange rate for the respective year
               and the statement of earnings at the average exchange rate for
               the respective year.

     (c) Other disclosures required by United States GAAP:

         (1)   Development stage company:

               The Corporation is in the process of developing unique patented
               products which are subject to approval of regulatory authorities.
               The Corporation has completed the research and discovery phase of
               its Alzheimer's diagnostic AD7C test and is currently offering
               testing services in their CLIA certified clinical reference
               laboratory. It has had limited revenues to date on the sale of
               its products under development. Accordingly, the Corporation is a
               development stage company as defined in Statement of Financial
               Accounting Standards No. 7 and the following disclosures are
               required:

<TABLE>
<CAPTION>
                                                                               Cumulative           Cumulative
                                                                        since the date of    since the date of
                                                                             inception of         inception of
                                                                          the Corporation      the Corporation
                                                                          to December 31,      to December 31,
                                                                                     1999                 1998
                                                                        -----------------     ----------------
               <S>                                                             <C>               <C>
               Interest revenue                                               $    415,971         $    379,020
               Service fees                                                        275,088              121,836
               Gross research and development expenditures                       7,460,818            6,323,696
               Other expenses                                                    9,269,381            6,851,140

               Cash inflow (outflow):
                    Operating activities                                       (15,058,838)         (12,418,044)
                    Investing activities                                          (204,495)          (1,690,241)
                    Financing activities                                        17,153,115           16,067,825
                                                                              ============          ===========
</TABLE>

                                       18
<PAGE>   64

NYMOX PHARMACEUTICAL CORPORATION
Notes to Consolidated Financial Statements, Continued

Years ended December 31, 1999, 1998 and 1997
(in US dollars)


10.  CANADIAN/U.S. REPORTING DIFFERENCES (CONTINUED):

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

          (1)  Development stage company (continued):

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

<TABLE>
<CAPTION>
                                                                                Additional
                                                                       Consi-      Paid-in    Accumulated
                                                         Shares      deration      Capital        Deficit           Total
                                                      ---------     ----------    ---------    -----------     -----------
<S>                                                    <C>            <C>         <C>           <C>             <C>
               Year ended July 31, 1990:

                  Common shares issued                2,500,000     $  172,414       -        $     -         $   172,414
                  Net loss                                 -              -          -           (109,241)       (109,241)
                                                      ---------     ----------   ---------    -----------     -----------
                  Balance, July 31, 1990              2,500,000        172,414       -           (109,241)         63,173

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

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

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

               Year ended July 31, 1994:
                  Common shares issued                    2,500          7,233       -               -              7,233
                  Net loss                                -              -           -            (53,225)        (53,225)
                  Cumulative translation adjustment       -            (25,173)      -             15,808          (9,365)

                                                      ---------     ----------   ---------    -----------     -----------
                  Balance, July 31, 1994              2,213,125        327,305       -           (235,217)         92,088

               Year ended July 31, 1995:
                  Common shares issued                   78,078        303,380       -               -            303,380
                  Net loss                                -              -           -           (285,910)       (285,910)
                  Cumulative translation adjustment       -              5,196       -             (7,221)         (2,025)

                                                      ---------     ----------   ---------    -----------     -----------
                  Balance, July 31, 1995              2,291,203        635,881       -           (528,348)        107,533

               Period ended December 31, 1995:
                  Adjustment necessary to
                    increase the number of
                    common shares                    12,708,797          -           -               -              -
                                                      ---------     ----------   ---------    -----------     -----------
                  Adjusted number of
                    common shares                    15,000,000        635,881       -           (528,348)        107,533
                  Common shares issued                2,047,082      2,997,284       -               -          2,997,284
                  Net loss                                -              -           -         (1,194,226)     (1,194,226)
                  Share issue costs                       -           (153,810)      -               -           (153,810)
                  Cumulative translation adjustment       -              2,858       -             (6,328)         (3,470)
                                                      ---------     ----------   ---------    -----------     -----------
                  Balance, December 31, 1995
                    carried forward                  17,047,082      3,482,213       -         (1,728,902)      1,753,311

</TABLE>

                                       19
<PAGE>   65


NYMOX PHARMACEUTICAL CORPORATION
Notes to Consolidated Financial Statements, Continued

Years ended December 31, 1999, 1998 and 1997
(in US dollars)


10.  CANADIAN/U.S. REPORTING DIFFERENCES (CONTINUED):

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

          (1)  Development stage company (continued):

<TABLE>
<CAPTION>
                                                                              Additional
                                                                    Consi-       paid-in     Accumulated
                                                      Shares      deration       capital         deficit           Total
                                                  ----------     ---------    ----------     -----------     -----------
               <S>                                <C>            <C>          <C>            <C>             <C>
               Balance, December 31, 1995
                 brought forward                  17,047,082    $ 3,482,213   $    -        $ (1,728,902)    $ 1,753,311

               Year ended December 31, 1996:
               Common shares issued                  882,300      3,852,364        -              -            3,852,364
               Net loss                                 -              -           -          (3,175,587)     (3,175,587)
               Share issue costs                        -          (170,699)       -               -            (170,699)
               Stock-based compensation                 -              -         434,145           -             434,145
               Cumulative translation adjustment        -           (16,769)      (2,217)         24,544           5,558

               ---------------------------------------------------------------------------------------------------------
               Balance, December 31, 1996         17,929,382      7,147,109      431,928      (4,879,945)      2,699,092

               Year ended December 31, 1997:
               Common shares issued                  703,491      3,180,666        -               -           3,180,666
               Net loss                                                -           -          (3,755,409)     (3,755,409)
               Share issue costs                        -          (161,482)       -               -            (161,482)
               Capital stock subscription               -           352,324        -               -             352,324
               Stock-based compensation                 -              -         108,350           -             108,350
               Cumulative translation adjustment        -          (299,275)     (21,578)        325,364           4,511

               ---------------------------------------------------------------------------------------------------------
               Balance, December 31, 1997         18,632,873     10,219,342      518,700      (8,309,990)      2,428,052

               Year ended December 31, 1998:
               Common shares issued                1,095,031      5,644,638        -               -           5,644,638
               Net loss                                 -              -           -          (4,979,562)     (4,979,562)
               Share issue costs                        -           (54,131)       -               -             (54,131)
               Stock-based compensation                 -              -         274,088           -             274,088
               Cumulative translation adjustment        -          (685,156)     (43,750)        720,173          (8,733)

               ---------------------------------------------------------------------------------------------------------
               Balance, December 31, 1998         19,727,904     15,124,693      749,038     (12,569,379)      3,304,352

               Year ended December 31, 1999:
               Common shares issued                  275,900        969,253        -               -             969,253
               Net loss                                 -              -           -          (3,409,166)     (3,409,166)
               Share issue costs                        -           (35,041)       -               -             (35,041)
               Stock-based compensation                 -              -         198,815           -             198,815
               Cumulative translation adjustment        -           943,133       52,563        (884,178)        111,518

               ---------------------------------------------------------------------------------------------------------
               Balance, December 31, 1999         20,003,804    $17,002,038   $1,000,416    $(16,862,723)    $ 1,139,731
               =========================================================================================================
</TABLE>


                                       20
<PAGE>   66
NYMOX PHARMACEUTICAL CORPORATION
Notes to Consolidated Financial Statements, Continued

Years ended December 31, 1999, 1998 and 1997
(in US dollars)

10.  CANADIAN/U.S. REPORTING DIFFERENCES (CONTINUED):

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

          (2)  Income taxes:

               In  accordance  with  Statement of Financial Accounting
               Standards No. 109, the income tax effect of temporary differences
               that give rise to the net deferred tax asset is presented below:

<TABLE>
<CAPTION>
                                                             1999          1998
                                                      -----------   -----------
              <S>                                     <C>           <C>
               Scientific research and experimental
                 development                          $   662,000   $   596,000

               Non-capital losses                       2,933,000     1,801,000

               Investment tax credits                     330,000       321,000

               Less valuation allowance                (3,925,000)   (2,718,000)
                                                      -----------   -----------
               Net deferred tax asset                 $     -       $    -
                                                      ===========   ===========
</TABLE>

               There are no material deferred tax liabilities.

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


                                       21

<PAGE>   67
NYMOX PHARMACEUTICAL CORPORATION
Notes to Consolidated Financial Statements, Continued

Years ended December 31, 1999, 1998 and 1997
(in US dollars)

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

10.  CANADIAN/U.S. REPORTING DIFFERENCES (CONTINUED):

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

          (3)  Stock-based compensation:

               The Corporation applies APB Opinion 25, Accounting for Stock
               Issued to Employees, in accounting for its stock option plan, and
               accordingly, no compensation cost has been recognized for stock
               options granted to employees in these financial statements. As
               explained in note 10 (b), compensation cost has been recognized
               for stock options granted to non-employees. Had compensation cost
               been determined for stock options granted to employees based on
               the fair value at the grant dates for awards under the plan
               consistent with the method of FASB Statement 123, Accounting for
               Stock-Based Compensation, the Corporation's net earnings and loss
               per share would have been adjusted to the pro-forma amounts
               indicated below for US GAAP:

<TABLE>
<CAPTION>

                                                                                        1999             1998
                                                                                 -----------      -----------
               <S>                          <C>               <C>                <C>              <C>
               Net loss                     As reported       (US GAAP)          $(3,409,166)     $(4,379,562)
                                            Pro-forma                             (3,990,187)      (4,379,562)

               Loss per share               As reported       (US GAAP)                (0.17)           (0.23)
                                            Pro-forma                                  (0.20)           (0.23)

</TABLE>


               The fair value of each option grant was estimated on the date of
               grant using the Black-Scholes option-pricing model with the
               following weighted-average assumptions: risk-free interest rate
               of 5.5% (1998 - 5%), dividend yield of 0%, expected volatility of
               80% (1998 - 50%), and expected life of 5 years.

          (4)  Short-term investments:

               Short-term investments are classified as held-to-maturity as the
               Corporation has the positive intent and ability to hold these
               securities to maturity. As the Corporation's short-term
               investments include government securities and commercial paper,
               the aggregate fair value approximates carrying value and there
               are no significant unrealized gross holding gains or losses.

          (5)  Comprehensive income:

               Effective January 1, 1998, the Corporation adopted Statement of
               Financial Accounting Standards No. 130, Reporting Comprehensive
               Income, which establishes new rules for the reporting and display
               of comprehensive income and its components. The adoption of this
               statement has no impact on the Corporation's net income or
               shareholders' equity.

                                       22

<PAGE>   68
NYMOX PHARMACEUTICAL CORPORATION
Notes to Consolidated Financial Statements, Continued

Years ended December 31, 1999, 1998 and 1997
(in US dollars)


11.  SEGMENT DISCLOSURES:

     Geographic segment information was as follows:
<TABLE>
<CAPTION>
                                                                         United
                                                    Canada               States
                                               -----------          -----------
     <S>                                        <C>                   <C>
     Revenues:
         1999                                  $    40,963          $   149,240
         1998                                      168,761              104,804
         1997                                       53,022               17,033

     Net loss:
         1999                                   (2,631,662)            (682,634)
         1998                                   (1,782,794)          (3,000,419)
         1997                                   (1,725,041)          (1,738,864)

     Identifiable assets:
         1999                                    1,714,416              426,075
         1998                                    3,422,944              565,291
         1997                                    2,480,322              253,550

</TABLE>

12.  UNCERTAINTY DUE TO THE YEAR 2000 ISSUE:

     The Year 2000 Issue arises because many computerized systems use two digits
     rather than four to identify a year. Date-sensitive systems may recognize
     the year 2000 as 1900 or some other date, resulting in errors when
     information using year 2000 dates is processed. In addition, similar
     problems may arise in some systems which use certain dates in 1999 to
     represent something other than a date. Although the change in date has
     occurred, it is not possible to conclude that all aspects of the Year 2000
     Issue that may affect the Company, including those related to customers,
     suppliers, or other third parties, have been fully resolved.


                                       23

<PAGE>   69
NYMOX PHARMACEUTICAL CORPORATION
Notes to Consolidated Financial Statements, Continued

Years ended December 31, 1999, 1998 and 1997
(in US dollars)

13.  SUBSEQUENT EVENTS:

     (a)  Business acquisition:

          On January 8, 2000, the Corporation entered into a share purchase
          agreement to acquire a controlling interest in Serex, Inc. ("Serex"),
          a privately-held development stage corporation based in New Jersey.

          On March 2, 2000, the Corporation acquired 72.3% of the issued and
          outstanding common stock of Serex in exchange for 187,951 common
          shares of the Corporation having a fair value of $657,825, and a
          warrant to purchase 115,662 of the Corporation's common shares at a
          price of $3.70 per share exercisable on the following dates: (i)
          January 8, 2001 - 35,783 shares, (ii) January 8, 2002 - 30,000 shares,
          (iii) January 8, 2003 - 30,000 shares, (iv) January 8, 2004 - 19,879
          shares. The net assets acquired consist principally of technology and
          other intellectual property rights.

          In connection with this acquisition, the Corporation issued 40,000
          options to the selling shareholder to purchase the Corporation's
          shares. The options are exercisable at a price of $3.70/share over a
          four-year period.

     (b)  Private placement:

          In March 2000, the Corporation completed a private placement with an
          institutional investor for 666,667 common shares for total proceeds of
          $4,000,000. In connection with this transaction, the Corporation
          issued 66,667 warrants to purchase the Corporation's common shares at
          a price of $9.375/share and 26,667 warrants to the placement agent to
          purchase the Corporation's common shares at a price of $7.8125/share.
          The warrants expire on March 6, 2004.


                                       24