# Form 20F/A No. 1

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

|[X] | Annual
Report pursuant to section 13 or 15(d) of the Securities Exchange Act of
               1934 For the fiscal year ended December 31, 2004
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or

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

Commission File Number:
001-12033

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

Canada  (Jurisdiction
of incorporation or organization)

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

The
undersigned registrant hereby amends the following items, financial statements, exhibits
or other portions of its Annual Report on Form 20-F for the year ended December 31, 2004,
as set forth in the pages attached hereto:

|         |         |                                             
|-------- | ------- | --------------------------------------------
|Part I   | Item 3  | Key Information                             
|         | Item 4  | Information on the Company                  
|         | Item 5  | Operating and Financial Review and Prospects
|Part III | Item 19 | Exhibits                                    

1

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# PART I

# ITEM 3. KEY INFORMATION

# Selected Financial Data

The following table sets forth
selected consolidated financial data for Nymox for the periods indicated, derived from
financial statements prepared in accordance with generally accepted accounting principles
(GAAP). We prepare our basic financial statements in accordance with Canadian
GAAP and include, as a note to the statements, a reconciliation of material differences to
United States GAAP. The financial statements have been audited by KPMG LLP, Montreal,
Canada as at and for the years ended December 31, 2000, 2001, 2002, 2003 and 2004. The
data set forth below should be read in conjunction with the Companys consolidated
financial statements and notes thereto.

NYMOX PHARMACEUTICAL
CORPORATION Selected Consolidated
Financial Data(In U.S. dollars (1))

|                               
|-------------------------------
|CANADIAN GAAP                  
|Current Assets                 
|Property & Equipment           
|Patents & Intellectual Property
|Total Assets                   
|Total Liabilities              
|Share Capital                  
|Shareholder's Equity           
|Total Revenues                 
|Sales                          
|Research & Development         
|Expenditures(2)                
|Net Loss                       
|Loss per Share (basic &        
|diluted)                       
|Weighted Avg. No. of Common    
|Shares                         
|U.S. GAAP(3)                   
|Net Loss                       
|Loss per Share                 
|Shareholder's Equity           

| | (1) | Effective
January 1, 2000, the Corporation adopted the United States dollar as                its
measurement currency as a result of the increasing proportion of operating,
               financing and investing transactions in the Canadian operations that are
               denominated in U.S. dollars. Reference is made to note 2(g) of the
consolidated                financial statements.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | We
earn investment tax credits by making qualifying research and development
               expenditures. These amounts shown are net of investment tax credits.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | Reference
is made to Note 12 of Nymoxs audited financial statements as at                and
for the year ended December 31, 2004 for a reconciliation of differences
               between Canadian and U.S. GAAP.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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# Risk Factors

The following risk factors apply to
Nymox and our industry.

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

We first began operations in 1995 and
are only in the early stages of commercial marketing of our diagnostic products,
AlzheimAlert, NicAlert and TobacAlert. We have never made a profit. We
incurred a net loss of $4.0 million in 2000, $3.0 million in 2001, $3.4 million in 2002,
$4.3 million in 2003, and $3.7 million in 2004. As of December 31, 2004, Nymoxs
accumulated deficit was $36.0 million.

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

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

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

We will continue to need to raise
substantial amounts of capital for our business activities including our research and
development programs, the conduct of clinical trials needed to obtain regulatory approvals
and the marketing and sales of our products. We anticipate being able to fund our current
total annual budgeted expenditures of approximately $4 million per year over the next
year through our current cash position and additional financing, including draw downs
through our common stock private purchase agreement with Lorros-Greyse Investments, Inc.
Clinical trials will substantially increase cash requirements. We anticipate being able to
meet these requirements as they arise. We plan to raise capital either through a new round
of financing and/or through partnering with a major pharmaceutical company. Additional
financing may not be available when needed, or, if available, may not be available on
acceptable terms. If adequate funds on acceptable terms are not available, we may have to
curtail or eliminate expenditures for research and development, testing, clinical trials,
promotion and marketing for some or all of our products.

# We Face Challenges in
Developing, Manufacturing and Improving Our Products

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

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

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

We anticipate outsourcing at least
some of the manufacturing required for new products we may develop in order to control
start-up and operating costs and to take advantage of the existing manufacturing
capabilities and capacity in the large contract manufacturing sectors in the
pharmaceutical and diagnostic industries. There are risks associated with this strategy,
including difficulties in the transfer of manufacturing, the possibility of production
interruption due to causes beyond our control and the need to arrange alternative
suppliers. We currently out-source some of the manufacturing services required for our
NicAlert and TobacAlert products to a contract manufacturer. We do not
anticipate any significant risk of long-term interruption of manufacture due to this
arrangement. The services supplied are not unique or unduly complicated and other contract
manufacturers are available to provide similar services. The manufacture of therapeutics
is more challenging and capital-intensive and may require us to partner with a major
pharmaceutical company or other partner in order to manufacture a therapeutic for market.

# We Face Significant and
Growing Competition

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

| |  | vaccines
for Alzheimer's disease;
| | - | ---------------------------------

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

| |  | drugs
aimed at reducing, blocking or clearing the aggregation or accumulation of the protein
found in senile plaques. A number of pharmaceutical and biotechnology companies including
Neurochem, Praecis Pharmaceuticals and Prana Biotechnology are working on such therapies.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | memory
enhancing compounds from Cortex Pharmaceuticals, Memory Pharmaceuticals, Helicon
Therapeutics and Sention, among others.
| | - | -------------------------------------------------------------------------------------------------------------------------------

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| |  | drugs
aimed at inhibiting an enzyme that breaks down an important neurotransmitter involved in
memory and cognition. A number of pharmaceutical and biotechnology companies including
Axonyx are working on such therapies.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

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

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

# We May Not Be Able to
Successfully Market Our Products

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

# Our Products and
Services May Not Receive Necessary Regulatory Approvals

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

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

| |  | failure
to obtain or significant delays in obtaining requisite approvals;
| | - | -------------------------------------------------------------------------

| |  | loss
of or changes to previously obtained approvals; and
| | - | --------------------------------------------------------

| |  | failure
to comply with existing or future regulatory requirements.
| | - | ------------------------------------------------------------------

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

We have developed a diagnostic kit
based on AlzheimAlert for sale to third parties. We will require prior approval
from the FDA before we can market, distribute or sell this product in the United States.
In February 2004, we filed a premarket approval application (PMA) with the FDA for the
AlzheimAlert kit version following the completion of clinical testing. In July
2004, we received a letter from the FDA raising issues of clinical study methodology and
stating that the PMA was not approvable in its current form. We subsequently met with the
FDA and submitted further data and analyses in October and December 2004 and March and
April 2005. On July 15, 2005, an FDA advisory panel voted 5-2 against approval of the
kit, citing the need for further studies, such as long term follow-up and autopsy
confirmation.  The Company continues to pursue kit approval and is still in the process
of working with the FDA to try to meet all the requirements. We cannot predict with any
certainty when or if such approval will be forthcoming and it is possible that the FDA
may require more clinical testing or further documentation before approval. If approved,
the diagnostic kit would then be subject to postmarketing record and reporting
obligations and manufacturing requirements.

Similar requirements exist in many
other countries. Obtaining these approvals and complying with the subsequent regulatory
requirements can be both time-consuming and expensive. In November 2004, Nymox
satisfactorily completed the testing and registration required by European regulatory,
environmental and quality standards in order to obtain a CE Mark for the
AlzheimAlert kit. The CE Mark makes the AlzheimAlert kit eligible for sale in
the European Union and will allow European clinical and hospital laboratories to perform
the AlzheimAlert test in their own facilities in Europe.

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

In the United States, our drugs in
development will require final FDA approval before their sale or distribution. Such
approval comes only at the end of a lengthy, expensive and often arduous process. We have
not submitted any drugs for final FDA approval. In 2003, we successfully completed the
first two Phase 1 and Phase 1-2 U.S. clinical trials for NX-1207, our investigational new
drug treatment for benign prostatic hyperplasia (BPH). We are in the midst of a pivotal Phase 2
clinical trial. We cannot predict with any certainty the outcome of this trial, what
further steps may be required in order to apply for final FDA approval for this drug or
whether the FDA will ultimately grant us such approval. Similar requirements exist in many
other countries.

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# Protecting Our Patents
and Proprietary Information is Costly and Difficult

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

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

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

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

# We Face Changing Market
Conditions

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

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

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

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

# The Issuance of New
Shares May Dilute Nymoxs Stock

The issuance of further shares and
the eligibility of issued shares for sale will dilute our common stock and may lower its
share price. There were 26,078,628 common shares of Nymox issued and outstanding as of
June 22, 2005. All of these shares are eligible for sale under Rule 144 or are otherwise
freely tradable. In addition, 1,811,500 share options are outstanding, of which 1,771,500
are currently vested and 19,713 shares are subject to issuance upon exercise of warrants.
Expiry dates for Nymox options range from 8 months to 8 years (see note 7(e) to our
consolidated financial statements). These options have been granted to employees,
officers, directors and consultants of the company. Moreover, Nymox may use its shares as
currency in acquisitions.

# We Face Potential Losses
Due to Foreign Currency Exchange Risks

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

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

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

# ITEM 4. INFORMATION ON
THE COMPANY

# History of the Company

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

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Nymoxs principal executive
offices are located at:

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

Nymoxs registered agent in the
United States is:

| | CT
Corporation System                         208 South Lasalle St.                         Chicago, IL
60604
| | -------------------------------------------------------------------------------------------------------------

Nymoxs two subsidiaries are
located at:

| | Nymox
Corporation                         777 Terrace Avenue                         Hasbrouck Heights, NJ,
USA 07604
| | ---------------------------------------------------------------------------------------------------------------------

| | Serex,
Inc.                         777 Terrace Avenue                         Hasbrouck Heights, NJ, USA
07604
| | ---------------------------------------------------------------------------------------------------------------

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 4.5 million people in the United States and at least
fifteen million people worldwide. As the baby-boomer generation continues to age, these
figures are expected to rise sharply. Our subsidiary, Serex, Inc., specializes in the
development of diagnostic products for a wide range of indications based on its
proprietary patented diagnostic platforms and technologies.

# Acquisition of a
Majority Interest in Serex, Inc.

On March 2, 2000, we closed our
acquisition of a controlling interest in Serex, Inc., a privately held diagnostic company
based in New Jersey. We have subsequently acquired more shares of the common stock of
Serex, Inc. from other shareholders and now own approximately 99% of its common stock.

Serexs NicAlert and
TobacAlert strips can reliably detect one of the metabolic products of nicotine in
human urine, in order to determine whether a person, such as a teenager or insurance
applicant, is using or has been exposed to a tobacco product. NicAlert and
TobacAlert are currently being distributed by Nymox, CVS/pharmacy®,
Drugstore.com and Jant Pharmacal Corporation.

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

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Serex also assisted in the
development of our AlzheimAlert test.

# Diagnostic Products for
Alzheimers Disease

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

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

The AlzheimAlert
Test; An Aid to the Diagnosis of Alzheimers Disease

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

Our AlzheimAlert test is the
latest generation of our NTP testing technology. It measures the level of a brain protein
called neural thread protein (NTP) which is elevated early in Alzheimers disease as
reported both in the scientific literature and at scientific conferences. Researchers at
the Massachusetts General Hospital and Brown University led by Doctors Suzanne de la Monte
and Jack Wands first found large amounts of the protein in the brain tissue of patients
known to have died with Alzheimers disease. Subsequent research led to the
characterization of NTP and the gene that produces it. Nymox succeeded in developing a
highly sensitive test to detect the presence of NTP in the spinal fluid and, most
recently, in the urine of patients with Alzheimers disease. Recent studies (J.
Neuropathol Exp Neurol (2001; 60: 195-207) Journal Alzheimers Disease(2004; 231-242)) have provided further evidence that increased production of NTP leads
to a marked increase in nerve cell death and have shown that the cells subjected to NTP
died in a programmed fashion similar to the way the nerve cells in the brains of patients
with Alzheimers disease die. One of the characteristic signs of Alzheimers
disease is widespread brain cell loss.

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

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Many studies published in scientific
publications or presented at scientific conferences over the past decade have confirmed
the accuracy of NTP as a biochemical marker for Alzheimers disease. Recent
publications in the peer-reviewed literature include, for example, the Journal of
Clinical Investigation (1997; 100: 3093-3104); Journal of Contemporary
Neurology (1998; art. 4a); Journal of Clinical Laboratory Analysis (1998; 12:
285-288) and (1998; 12: 223-226); Alzheimers Reports (1999; 2: 327-332),
(2000; 3: 177-184), (2001; 4: 61-65) and (2002; 5: 1-6); Neurology (2000; 54:
1498-1504) and (2000; 55: 1068); Journal of Alzheimers Disease (2001; 3:
345-353) and (2004; 6(3): 231-42); Cellular and Molecular Life Sciences (2001; 58:
844-849) and (2003; 60: 2679-91); Neurology and Clinical Neurophysiology (2002; 1:
2-7); Journal of Neuropathology and Experimental Neurology (2001; 60: 195-207) and
(1996; 55: 1038-1050), and Frontiers in Bioscience (2002; 7: d989-96). Reports
about this Nymox technology have also been featured in prestigious trade and lay
publications such as Clinica (Sept.25, 2000), Genetic Engineering News
(Oct.1, 2000), Clinical Laboratory News (Sept., 1999 and Oct., 2000), Modern
Maturity (Dec., 2000), ADVANCE for Administrators of the Laboratory (June,
2001), ASRT Scanner (August, 2001), RN magazine (August, 2001), Clinical
Geriatrics (Nov., 2000), LabMedica International (June, 1998), and Clinical
Laboratory International (October, 1998).

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

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

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

The AlzheimAlert 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.

AlzheimAlert offers a more
technically advanced means to detect elevated levels of NTP in urine. It is a completely
new assay in the competitive affinity format and has significant advantages of easy
adaptability to systems and equipment present in all modern clinical laboratories.

We have developed a diagnostic kit
version of the AlzheimAlert test, which would permit the testing of patient samples
in a general purpose medical laboratory. The sale of such a kit is subject to any
necessary regulatory approvals. In November 2004, we met the necessary European standards
to permit the sale of the kit in the European Union. In February 2004, we filed a
premarket approval (PMA) application with the FDA. On July 15, 2005, an FDA advisory
panel voted 5-2 against approval of the kit, citing the need for further studies, such as
long term follow-up and autopsy confirmation.  The Company continues to pursue kit
approval and is still in the process of working with the FDA to try to meet all the
requirements. We expect that approval of a diagnostic kit version of AlzheimAlert kit
will increase the availability and acceptance of our test while lowering its cost to the
patient or health care payor.

Other Biochemical
Indicators of Alzheimers Disease

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

11

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# Development of
Therapeutic Products for Alzheimers Disease

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

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

These costs are expected to rise
sharply as the baby boom generation ages and more people become at risk for the disease.
According to the National Institute on Agings Progress Report on Alzheimers
Disease, 2003, by 2050, researchers estimate that 13.2 million Americans will have
Alzheimers disease if current population trends continue and no preventive
treatments become available. The age group of Americans over the age of 85 is one of the
fastest growing segments of the population. As people live longer, they become more at
risk of developing Alzheimers disease.

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

Drugs Targeting Spherons

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

The substantial evidence linking
spherons to senile plaques and Alzheimers disease has been published in journals
such as the Journal of Alzheimers Disease, Drug News &
Perspectives and Alzheimer Reports. There are 20 important criteria of validity
which have been set forth correlating the disappearance of spherons in old age with the
appearance of senile plaques and implicating spherons as a major cause in Alzheimers
disease. In 2000, Nymox researchers published important findings in Alzheimer
Reports (2000; 3: 177-184) confirming that spherons contain key proteins that are also
known to be in senile plaques and showing that, like senile plaques, spherons contain
unusually old proteins in terms of the human bodys metabolism, with an average age
of 20 to 40 years. In 2003, Nymox announced the discovery that spherons contain toxic
molecules termed spherotoxins which its researchers believe contribute significantly to
the cell death and symptoms characteristic of Alzheimers disease.

12

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

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

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

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

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

Neural Thread Protein
Based Drugs

Nymox developed a unique drug
screening system, based on the research that led to its AlzheimAlert test, to
identify other potential drug candidates for the treatment of Alzheimers disease.
There is a substantial body of evidence showing that NTP may play a key role in
Alzheimers disease. The published studies include Journal of the Neurological
Sciences (1996; 138: 26-35), Journal of Neuropathology and Experimental
Neurology (1996; 55: 1038-50), Journal of Clinical Investigation (1997; 100:
3093-3104), Alzheimers Reports (1999; 2: 327-332), Journal of
Alzheimers Disease(2001; 3: 345-353) and (2005; 7(1): 45-61), and Cellular
and Molecular Life Sciences(2001; 58: 844-849) and (2003; 60:2679-91). A recent study
published in the Journal of Neuropathology and Experimental Neurology (2001; 60:
195-207) reported on how a team of researchers at Brown University led by Dr. Suzanne
de la Monte and Dr. Jack Wands implanted the gene that produces NTP in nerve cells
derived from humans. They then caused the cells to turn on the implanted NTP gene and to
begin to produce NTP in elevated quantities. This caused a marked increase in nerve cell
death. Sophisticated analysis showed that the cells died in a programmed fashion similar
to the way the nerve cells in brains of patients with Alzheimers disease die.
Extensive loss of brain cells and accompanying brain shrinkage is a key part of the
Alzheimers disease process.

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

13

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

Nymox entered into a similar
sponsored research and licensing agreement with Brown University and the Rhode Island
Hospital when Dr. de la Monte and Dr. Wands transferred there in March 1999 and
now carry out their research into neural thread protein. Under the terms of this
agreement, which became effective March 1, 1999 and was renewed from January 2002 to
March 2005, Nymox sponsored the research of the principal investigators, Dr. Suzanne
de la Monte and Dr. Jack Wands, into the uses of neural thread proteins, their
antibodies or genes for diagnostic, therapeutic and research purposes. Nymox also paid the
patent costs for any patent applications filed arising out of this research. In return,
Nymox received an exclusive worldwide license of any such patents to sell products and to
use processes encompassed by them. The Rhode Island Hospital has the right to terminate
the license in any country where, after the first commercial sale of the product in the
country, there is a continuous two year period in which no product is sold in such
country. Nymox is to pay the Rhode Island Hospital a 4% royalty of the net sales price of
any product developed and sold under the license. The sponsorship agreement has expired;
however, Nymox retains the exclusive license to patent rights on certain NTP-based
technology. This license includes a license to an issued U.S. patent and to a pending
patent application.

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

In October 2002, we were issued a
United States patent for the use of statin drugs to treat, prevent or reduce the risk of
the onset of Alzheimers disease. Statins are a class of commonly prescribed
cholesterol lowering drugs that have a well-established safety record and are widely
available. A number of published studies showed a link between statin use and lower
incidence of Alzheimers disease; see, for example, Neurology (2005;
64:1531-8); Archives of Neurology (2005; 62:753-7); International Journal of
Geriatric Psychiatry (2004; 19:327-32); Neuroepidemiology (2004; 23:94-8);
Neuron (2004; 41:7-10); Archives of Neurology (2000; 57:1439-1443);
Lancet (2000; 356:1627-1631); Archives of Neurology (2002; 59:223-227);
Journals of Gerontology: Biological Sciences and Medical Sciences (2002;
57:M414-M418); and Journal of the American Geriatrics Society (2002;50:1852-1856).
Other studies, however, did not find evidence of such a link and research in this area is
ongoing. No statin drug has been approved for use in the treatment or prevention of
Alzheimers disease.

# New Antibacterial Agents
Against Infections and Food Contamination

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

14

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Nymox has developed four new
antibacterial agents:

| |  | 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; and
| | - | -----------------------------------------------------------

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

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

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

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

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

There is a well-recognized need in
the beef industry to address the problem of E. coli contamination in meat
processing and in livestock. E. coli contamination has triggered massive recalls of
ground beef in the U.S.. Cattle are a natural reservoir for the deadly strain of E.
coli. Water contamination from cattle operations have led to public health tragedies.

Nymox developed a potent new
antibacterial agent, NXC-4720. Tests of NXC-4720 show it to be highly effective against
all known substrains of E. coli O157:H7, the bacteria implicated in these severe
cases of food and drink contamination. Tests of NXC-4720 show that it destroys E.
coli O157 strains, including H7, efficiently, rapidly and at a very low dose. In 1999,
we began further laboratory trials for this agent as a treatment for food and drink
contamination and entered into agreements with various collaborators, including, most
recently, the Public Health Agency of Canada. Further pre-clinical testing and development
is required before we can apply for regulatory approval for use of this agent on the
processing of food and drink for human consumption.

Nymox has patent rights to these and
other antibacterial agents.

15

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# Development of
Therapeutic Products for Enlarged Prostate

We are developing treatments for
enlarged prostate (benign prostatic hyperplasia or BPH), using novel compounds. In 2003,
we successfully completed the first two Phase 1 and Phase 1-2 U.S. clinical trials for one
treatment candidate, NX-1207, and are in the midst of a pivotal Phase 2 clinical trial. We
cannot predict with any certainty the outcome of this trial, what further steps may be
required in order to apply for final FDA approval for this drug or whether the FDA will
ultimately grant us such approval.

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

# The NicAlert Test
for Tobacco Product Use and the TobacAlert Test for Second-Hand Smoke Exposure

We also market NicAlert and
TobacAlert inexpensive, simple-to-use test strips that use urine to determine
whether a person is using tobacco products (NicAlert) or been recently exposed to
second-hand smoke (TobacAlert). Both NicAlert and TobacAlert detect
levels of cotinine, a by-product of the bodys breakdown of nicotine and generally
regarded as the best indicator of tobacco exposure for smokers and nonsmokers.

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

NicAlert and TobacAlert
employ Serex, Inc.s patented technology and offer a quick, accurate means to test
on-site whether a person, such as a teenager, student athlete or insurance applicant, is
using a tobacco product or been exposed to second-hand smoke. TobacAlert is
available at approximately 5,400 CVS/pharmacy® stores across the U.S. as well as
online at www.cvs.com and at www.drugstore.com. In October 2002,
NicAlert received clearance from the FDA for sale for medical use in the United
States. Both NicAlert and TobacAlert are also being marketed in Europe, Asia
and Canada.

Manufacturing Arrangements

Our NicAlert and
TobacAlert products and AlzheimAlert kits are currently partly manufactured
through out-sourcing arrangements with contract manufacturers. To date, we have not
experienced any significant interruptions in the manufacture of these products and the
cost of the manufacturing services has not been volatile. The manufacturing services
supplied by our current contract manufacturer are not unique or unduly complicated and
other contract manufacturers are available to provide similar services in the event that
our current contract manufacturer fails to meet our needs.

16

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# Property, Plant And
Equipment

Nymox and Serex laboratory facilities
in Hasbrouck Heights, New Jersey comprise 4,799 square feet of leased space. That lease
agreement expires August 31, 2010. Nymox office and research facilities in St. Laurent,
Quebec, Canada comprise 6,923 square feet of leased space. The lease agreement expires on
August 31, 2010. Nymox Pharmaceutical Corp. and its two US subsidiaries Nymox Corp. and
Serex, Inc. own a full complement of equipment used in all aspects of their research and
development work and the Nymox reference laboratory. Nymox believes that its facilities
are adequate for its current needs and that additional space, if required, would be
available on commercially reasonable terms.

# Governmental Regulation

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

We intend to sell a diagnostic kit
version of the AlzheimAlert test that we developed. We will need to obtain FDA
approval before we can market or sell such a diagnostic kit version outside of the
clinical reference laboratory setting in the United States. Such approval for this type of
commercial development is necessary for all in vitro diagnostic kits.

In February 2004, we filed a
premarket approval application (PMA) with the FDA for the AlzheimAlert kit version
following the completion of clinical testing. In July 2004, we received a letter from the
FDA raising issues of clinical study methodology and stating that the PMA was not
approvable in its current form. We subsequently met with the FDA and submitted further
data and analyses in October and December 2004 and March and April 2005. On July 15,
2005, an FDA advisory panel voted 5-2 against approval of the kit, citing the need for
further studies, such as long term follow-up and autopsy confirmation. The Company
continues to pursue kit approval and is still in the process of working with the FDA to
try to meet all the requirements. We cannot predict with any certainty when or if such
approval will be forthcoming and it is possible that the FDA may require more clinical
testing or further documentation before approval. If approved, the diagnostic kit would
then be subject to postmarketing record and reporting obligations and manufacturing
requirements.

Similar requirements exist in many
other countries. In November 2004, Nymox satisfactorily completed the testing and
registration required by European regulatory, environmental and quality standards in order
to obtain a CE Mark for the AlzheimAlert kit. The CE Mark makes the
AlzheimAlert kit eligible for sale in the European Union and will allow European
clinical and hospital laboratories to perform the AlzheimAlert test in their own
facilities in Europe.

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 premarketing and
postmarketing requirements applicable to such devices, including those governing:

| |  | clinical
testing;
| | - | -----------------

17

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| |  | design
control procedures;
| | - | --------------------------

| |  | 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;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | postmarketing
record and reporting obligations; and
| | - | ---------------------------------------------------

| |  | good
manufacturing practices.
| | - | -----------------------------

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

18

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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 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 (IND)
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.

For NX-1207, our investigational new
drug treatment for benign prostatic hyperplasia (BPH), we successfully filed an IND
application and, in 2003, completed the first two Phase 1 and Phase 1-2 U.S. clinical
trials. We are in the midst of a pivotal Phase 2 clinical trial. We cannot predict with any
certainty the outcome of this trial, what further steps may be required in order to apply
for final FDA approval for this drug or whether the FDA will ultimately grant us such
approval.

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

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

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

19

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

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

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

20

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

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

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

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

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

21

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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 AlzheimAlert 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 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.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Syn
X Pharma which developed a blood test for a common human enzyme said to be elevated in
Alzheimers disease. Syn X recently announced plans to market the test following the
decision by Ortho-MacNeil Diagnostics to terminate its license to the test.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

22

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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
compete for a portion of the diagnostic market for Alzheimers disease. In June 2004,
the Centers for Medicare and Medicaid Services (CMS) approved limited coverage of a
Positronic Emission Tomography (PET) imaging procedure for helping to more precisely
distinguish Alzheimers disease from a rarer type of dementia when clinical
evaluation has been inconclusive. In October 2004, the National Institute of Aging in
conjunction with other Federal agencies, private companies and organizations launched the
Alzheimers Disease Neuroimaging Initiative, a $60 million initiative to test whether
various scanning and imaging technologies, biochemical markers, and clinical and
neuropsychological testing can be combined to help diagnose early Alzheimers
disease. A number of companies, including GE, are actively working to develop imaging
technologies for the diagnosis of Alzheimers disease.

Our NicAlert and
TobacAlert products face competition from clinical laboratories such as Lab One,
LabCorp, and Quest Diagnostics which provide off-site lab testing for cotinine, the
by-product of the bodys breakdown of nicotine measured by NicAlert and
TobacAlert, and from assay suppliers, including immunoassay developers such as
Orasure Techologies Inc. and Cozart Bioscience Ltd, and diagnostic system manufacturers
such as Roche Diagnostics, Abbott and Diagnostic Products Corporation. NicAlert and
TobacAlert also face competition from distributors who supply simple yes-no smoking
status tests such as SmokeCheck, NicQuick, and QuickScreen, from NicCheck I, an
FDA-cleared smoking status test being marketed by Mossman & Associates Ltd, and, in
the United Kingdom, from SmokeScreen, a chemical color-based tobacco test being marketed
by Mermaid Diagnostics, Ltd..

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, four drugs for Alzheimers disease are being widely marketed in the United
States, Aricept® by Pfizer, Exelon® by Novartis, Reminyl® by Janssen and
Namenda by Forest. These four drugs only treat some of the symptoms of
Alzheimers disease by enhancing memory and other mental functions and not the
underlying causes of the illness.

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

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

23

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

# Marketing

We currently market our
AlzheimAlert test as a clinical reference laboratory service primarily in the United
States. In November 2004, our AlzheimAlert test was certified with a CE Mark, making
the device eligible for sale in the European Union. Nymox has signed a distribution deal
in Italy for AlzheimAlert with Alifax S.p.A.. The Company has also signed a
distribution agreement for AlzheimAlert in the Czech Republic with KlinLab, Ltd.. We
are also marketing our TobacAlert test, which can determine a persons exposure
to second-hand smoke, in the United States through our own marketing arm and distributors,
including CVS/pharmacy® and Drugstore.com, as well as in Europe and Asia. We are also
marketing our NicAlert product which has received clearance from the FDA for medical
uses. 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 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 5. OPERATING AND
FINANCIAL REVIEW AND PROSPECTS

# General

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

We market the AlzheimAlert
test, which we provide in our clinical reference laboratory, that is an aid to the
diagnosis of Alzheimers disease. AlzheimAlert is an improved version of our
AD7C test, from which we began generating revenue from sales in 1997. The
AlzheimAlert test is also certified with a CE Mark, making the device eligible for
sale in the European Union.

24

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We also market NicAlert and
TobacAlert, our two products, which determine a persons level of exposure to
tobacco products.

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

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

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

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

# Liquidity And Capital
Resources

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

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

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

| | 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;
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | December
1998, 135,000 common shares and January 1999, 55,000 common shares at CAN$8.50 (US$5.88)
per share, for total proceeds of CAN$1,615,000 (US$1,118,963). A total of 95,000 warrants
were issued as well, exercisable at the price of CAN$10.00 (US$6.93) per share. These
warrants have since expired;
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 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, 821,637 common shares at an average price of $4.87 per share, for total proceeds of
$4,000,000. A total of 93,334 warrants were issued as well, exercisable at a price of
$9.375 per share (66,667) and $7.8125 per share (26,667). These warrants expired on March
6, 2004.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

25

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| | March,
2001, 200,000 common shares at $2.06 per share, for total proceeds of $412,000. A total
of 100,000 warrants were issued as well, exercisable at a price of $2.06. These warrants
were exercised on February 17, 2003.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | August
3, 2001, 80,000 common shares at $2.50 per share for total proceeds of $200,000.
|- | ---------------------------------------------------------------------------------------

| | August
22, 2001, 140,000 common shares at $3.75 per share for total proceeds of $525,000.
|- | -----------------------------------------------------------------------------------------

| | October
3, 2001, 110,000 common shares at $3.75 per share for total proceeds of $412,500.
|- | -----------------------------------------------------------------------------------------

| | November
14, 2001, 64,100 common shares at $3.90 per share for total proceeds of $250,000.
|- | ------------------------------------------------------------------------------------------

| | January
24, 2002, 74,074 common shares at $4.05 per share for total proceeds of $300,000.
|- | -----------------------------------------------------------------------------------------

| | March
18, 2002, 195,000 common shares at $4.20 per share for total proceeds of $819,000.
|- | ----------------------------------------------------------------------------------------

| | June
18, 2002, 90,000 common shares at $4.00 per share for total proceeds of $360,000.
|- | --------------------------------------------------------------------------------------

| | July
17, 2002, 86,000 common shares at $4.68 per share for total proceeds of $403,000.
|- | --------------------------------------------------------------------------------------

| | September
9, 2002, 91,000 common shares at $4.40 per share for total proceeds of $400,400.
|- | ------------------------------------------------------------------------------------------

| | November
27, 2002, 53,500 common shares at $3.75 per share for total proceeds of $200,625.
|- | ------------------------------------------------------------------------------------------

| | December
17, 2002, 125,000 common shares at $4.10 per share for total proceeds of $512,500.
|- | -------------------------------------------------------------------------------------------

| | February
17, 2003, 100,000 warrants were exercised at a price of $2.06 per share for total
proceeds of $206,000.
|- | ----------------------------------------------------------------------------------------------------------------

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

| | August
16, 2000, 152,616 common shares at a volume weighted average price of $3.2924 per share;
|- | -----------------------------------------------------------------------------------------------

| | October
12, 2000, 137,889 common shares at a volume weighted average price of $3.6261 per share;
|- | ------------------------------------------------------------------------------------------------

| | February
7, 2001, 161,696 common shares at a volume weighted average price of $2.0240 per share;
|- | ------------------------------------------------------------------------------------------------

| | May
31, 2001, 56,108 common shares at a volume weighted average price of $1.9466 per share.
|- | -------------------------------------------------------------------------------------------

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

On January 27, 2003 we entered into a
Common Stock Private Purchase Agreement with an investment company, Lorros-Greyse
Investments, Ltd., for the future issuance and purchase of Nymoxs common shares. In
general, the agreement provided Nymox with a commitment from the investment company to
purchase up to $5 million of Nymoxs common shares over the twenty-four month period
beginning in January 2003. At any time during that period, we may give notice to the
investment company requiring it to purchase a specified dollar amount of our shares. The
amount specified in any one notice may be up to $500,000 but not less than $150,000. The
maximum amount can be higher if both parties agree. The number of shares Nymox will issue
to the investment company in return for that money will be equal to the amount specified
in the notice divided by 97% of the average market price of our common shares for the five
trading days preceding the giving of the notice.

Under this agreement dated January
27, 2003, we received a total of $2,360,000 for the following shares under this common
stock private purchase agreement:

| | January
30, 2003, 107,382 common shares at a price of $3.725 per share.
|- | -----------------------------------------------------------------------

| | March
3, 2003, 245,098 common shares at a price of $4.08 per share.
|- | -------------------------------------------------------------------

| | June
6, 2003, 167,224 common shares at a price of $2.99 per share.
|- | ------------------------------------------------------------------

| | July
8, 2003, 80,128 common shares at a price of $3.12 per share.
|- | -----------------------------------------------------------------

| | August
8, 2003, 77,778 common shares at a price of $2.70 per share.
|- | -------------------------------------------------------------------

On August 25, 2003, we signed a new
Common Stock Private Purchase Agreement, whereby the same investor was committed to
purchase up to $12 million of Nymoxs common shares over the twenty-four month period
beginning in August 2003, subject to the same terms and conditions as before.

26

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Under this agreement dated August 25,
2003, we received a total of $4,350,000 for the following shares under this common stock
private purchase agreement:

| | September
30, 2003, 204,918 common shares at a price of $2.44 per share.
|- | ------------------------------------------------------------------------

| | October
21, 2003, 182,203 common shares at a price of $2.36 per share.
|- | ----------------------------------------------------------------------

| | December
8, 2003, 106,383 common shares at a price of $2.82 per share.
|- | ----------------------------------------------------------------------

| | December
22, 2003, 109,091 common shares at a price of $2.75 per share.
|- | -----------------------------------------------------------------------

| | January
14, 2004, 102,041 common shares at a price of $3.92 per share.
|- | ----------------------------------------------------------------------

| | February
27, 2004, 69,284 common shares at a price of $4.33 per share.
|- | ----------------------------------------------------------------------

| | March
10, 2004, 100,402 common shares at a price of $4.98 per share.
|- | --------------------------------------------------------------------

| | April
30, 2004, 92,807 common shares at a price of $4.31 per share.
|- | -------------------------------------------------------------------

| | June
22, 2004, 69,444 common shares at a price of $2.88 per share.
|- | ------------------------------------------------------------------

| | July
7, 2004, 140,056 common shares at a price of $3.57 per share.
|- | ------------------------------------------------------------------

| | August
3, 2004, 130,990 common shares at a price of $3.13 per share.
|- | --------------------------------------------------------------------

| | September
27, 2004, 52,885 common shares at a price of $2.08 per share.
|- | -----------------------------------------------------------------------

On October 6, 2004, we signed a new Common
Stock Private Purchase Agreement, whereby the same investor is committed to purchase up to
$13 million of Nymoxs common shares over the twenty-four month period beginning in
October 2004, subject to the same terms and conditions as before.

Under this agreement dated October 6,
2004, we have received to date a total of $2,340,000 for the following shares under this
common stock private purchase agreement:

| | October
25, 2004, 95,238 common shares at a price of $2.10 per share.
|- | ---------------------------------------------------------------------

| | December
14, 2004, 148,699 common shares at a price of $2.69 per share.
|- | -----------------------------------------------------------------------

| | December
22, 2004, 78,616 common shares at a price of $3.18 per share.
|- | ----------------------------------------------------------------------

| | February
7, 2005, 82,474 common shares at a price of $2.91 per share.
|- | ---------------------------------------------------------------------

| | February
22, 2005, 50,676 common shares at a price of $2.96 per share.
|- | ----------------------------------------------------------------------

| | March
17, 2005, 51,136 common shares at a price of $2.64 per share.
|- | -------------------------------------------------------------------

| | April
25, 2005, 127,119 common shares at a price of $2.36 per share.
|- | --------------------------------------------------------------------

| | May
24, 2005, 109,489 common shares at a price of $2.74 per share.
|- | ------------------------------------------------------------------

| | June
9, 2005, 95,339 common shares at a price of $2.36 per share.
|- | -----------------------------------------------------------------

| | June
17, 2005, 58,333 common shares at a price of $2.40 per share.
|- | ------------------------------------------------------------------

On June 20, 2005, Nymox had $10.7
million of financing available under the facility. We expect this stock purchase agreement
to provide sufficient financing to enable us to advance our research and product
development for the next two years.

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

| | $355,536
for 158,900 shares at a per share price of $2.25.
|- | ----------------------------------------------------------

| | $258,858
for 83,000 shares at a per share price of $3.12.
|- | ---------------------------------------------------------

| | $16,000
for 5,000 shares at a per share price of $3.20.
|- | -------------------------------------------------------

| | $38,750
for 10,000 shares at a per share price of $3.875.
|- | ---------------------------------------------------------

Pursuant to the share purchase
agreement entered into to acquire a controlling interest of Serex, Inc., a total of
257,607 additional shares and 158,526 warrants were issued in exchange for the shares of
Serex. Since January 2004, 131,940 of these warrants have been exercised under a
cashless exercise, whereby the warrant holder receives a number of shares
equivalent in value to the net difference between the strike price on the warrant and the
average market price on the day before the date of the cashless exercise,
according to a formula contained in the warrant agreement. The net effect of these
cashless exercises has been the issuance of 22,061 shares of Nymox. Another
1,090 of these warrants were exercised resulting in the issuance of 1,090 shares of Nymox,
for proceeds of $4,033.

27

---

In total, Nymox has raised over $37.6
million, since its incorporation in May 1995.

We have no financial obligations of
significance other than long-term lease commitments for our premises in the United States
and Canada of $18,585 per month in 2005. Total commitments in 2005 and beyond are
summarized in note 8 to the consolidated financial statements.

A demand note payable by the Company
to a third party of $500,000, bearing interest at the prime rate plus 2% is due on or
before December 31, 2005. In addition, the Company issued a note payable in the amount of
$100,000, which was repaid on January 14, 2005.

# Results Of Operations

Overview

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

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

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

# Critical Accounting
Policies

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

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

Revenue Recognition

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

28

---

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

Valuation of Capital
Assets

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

| | Significant
changes in the manner of our use of the acquired assets or the strategy for our overall
business; and
|- | -----------------------------------------------------------------------------------------------------------------

| | Significant
negative industry or economic trends.
|- | -------------------------------------------------

Valuation of Future
Income Tax Assets

Management judgment is required in
determining the valuation allowance recorded against net future tax assets. We have
recorded a valuation allowance of $11.1 million as of December 31, 2004, due to
uncertainties related to our ability to utilize some of our future tax assets, primarily
consisting of net operating losses carried forward and other unclaimed deductions, before
they expire. In assessing the realizability of future tax assets, management considers
whether it is more likely than not that some portion or all of the future tax assets will
not be realized. The ultimate realization of future tax assets is dependent upon the
generation of future taxable income and tax planning strategies. The generation of future
taxable income is dependent on the successful commercialization of its products and
technologies.

# Results of Operations
2004

|Selected Annual Information      | 2004 | 2003 | 2002
|-------------------------------- | ---- | ---- | ----
|Total Revenues                   |      |      | $   
|Net Loss                         |      |      | $   
|Loss per share (basic & diluted) |      |      | $   
|Total Assets                     |      |      | $   

|Quarterly Results 2004           | Q1 | Q2 | Q3 | Q4      
|-------------------------------- | -- | -- | -- | --------
|Total Revenues                   |    |    | $  | 58,255  
|Net Loss                         |    |    | $  | (963,782
|Loss per share (basic & diluted) |    |    | $  | (0.04   

29

---

|Quarterly Results 2003           | Q1 | Q2 | Q3 | Q4      
|-------------------------------- | -- | -- | -- | --------
|Total Revenues                   |    |    | $  | 34,027  
|Net Loss                         |    |    | $  | (928,490
|Loss per share (basic & diluted) |    |    | $  | (0.04   

# YEAR ENDED DECEMBER 31,
2004 COMPARED TO YEAR ENDED DECEMBER 31, 2003

Results of Operations

Net losses were $944,272, or $0.04
per share, for the quarter and $3,745,625, or $0.15 per share, for the year ended December
31, 2004, compared to $1,455,746, or $0.06 per share, and $4,354,288, or $0.18 per share,
respectively, for the corresponding periods in 2003. The weighted, diluted, average number
of common shares outstanding for the year ended December 31, 2004 were 25,103,252 compared
to 23,771,858 for the same period in 2003.

Revenues

Revenues from sales amounted to
$78,369 for the quarter and $321,895 for the year ended December 31, 2004, compared with
$31,991 for the quarter and $199,217 for the year ended December 31, 2003. A steady rise
in the number of new clients ordering the NicAlert / TobacAlert product
account for the increase in sales. The Company anticipates that revenues will increase if
and when product candidates pass regulatory milestones and are launched on the market.

Research and Development

Research and development expenditures
were $1,861,239 for the year ended December 31, 2004, compared with $2,510,051 for the
year ended December 31, 2003. In 2004, research tax credits amounted to $9,358 compared to
$33,019 in 2003. Corporate activities in 2004 were more focused on clinical trials and
submissions to regulatory agencies, which explain the decrease in R&D expenditures and
tax credits. The Company anticipates that research and development expenditures will not
increase significantly as product candidates finish development and clinical trials.

Marketing Expenses

Marketing expenditures were $307,649
for the year ended December 31, 2004, in comparison to expenditures of $197,435 for the
year ended December 31, 2003. Increased marketing of our products accounts for the rise in
expenditures. The Company anticipates that marketing expenditures will increase if and
when new products are launched on the market.

Administrative Expenses

General and administrative expenses
were $1,158,750 for the year ended December 31, 2004, compared with $1,311,311 in the year
ended December 31, 2003 due to a decrease in professional fees. The Company anticipates
that general and administrative expenditures will increase as new product development
leads to expanded operations.

Foreign Exchange

The Company incurs expenses in the
local currency of the countries in which it operates, which include the United States and
Canada. Approximately 75% of 2004 expenses (70% in 2003) were in U.S. dollars. Foreign
exchange fluctuations had no meaningful impact on the Companys results in 2004 or
2003.

30

---

Inflation

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

Long-Term Commitments

Nymox has no financial obligations of
significance other than long-term lease commitments for its premises in the United States
and Canada of $18,672 per month.

|Contractual Obligations       | Total | Current | 1-3 years | 4-5 years
|----------------------------- | ----- | ------- | --------- | ---------
|Rent                          |       |         | $         | 97,091   
|Operating Leases              |       |         | $         | 32,479   
|Other Long Term Obligations   |       |         | $         | 0        
|Total Contractual Obligations |       |         | $         | 129,570  

# Financial Position

Liquidity and Capital
Resources

As of December 31, 2004, cash totaled
$529,642 and receivables including tax credits totaled $93,794. In August 2003, the
Corporation signed a new common stock private purchase agreement, whereby an investor is
committed to purchase up to $12 million of the Corporations common shares over a
twenty-four month period commencing August 25, 2003. As at September 30, 2004, twelve
drawings were made under this purchase agreement, for total proceeds of $4,350,000.
Specifically, on September 30, 2003, 204,918 common shares were issued at a price of $2.44
per share. On October 21, 2003, 182,203 common shares were issued at a price of $2.36 per
share. On December 8, 2003, 106,383 common shares were issued at a price of $2.82 per
share. On December 22, 2003, 109,091 common shares were issued at a price of $2.75 per
share. On January 14, 2004, 102,041 common shares were issued at a price of $3.92 per
share. On February 27, 2004, 69,284 common shares were issued at a price of $4.33 per
share. On March 10, 2004, 100,402 common shares were issued at a price of $4.98 per share.
On April 30, 2004, 92,807 common shares were issued at a price of $4.31 per share. On June
22, 2004, 69,444 common shares were issued at a price of $2.88 per share On July 7, 2004,
140,056 common shares were issued at a price of $3.57 per share. On August 3, 2004,
130,990 common shares were issued at a price of $3.13 per share. On September 27, 2004,
52,885 common shares were issued at a price of $2.08 per share.

The Company negotiated a new
agreement with the same investor on October 6, 2004, under the same terms and conditions
of the previous agreement. The Company can draw down $13,000,000 over 24 months under the
new agreement. As at December 31, 2004, three drawings were made under this purchase
agreement, for total proceeds of $850,000. On October 25, 2004, 95,238 common shares were
issued at a price of $2.10 per share. On December 14, 2004, 148,699 common shares were
issued at a price of $2.69 per share. On December 22, 2004, 78,616 common shares were
issued at a price of $3.18 per share. The Company can still draw down a further
$12,150,000 over the remaining 21 months under the agreement. The Company intends to
access financing under this agreement when appropriate to fund its research and
development. The Company believes that funds from operations as well as from existing
financing agreements will be sufficient to meet the Companys cash requirements for
the next twelve months.

The Company used cash of $3,233,008
in operations in 2004 compared to $3,590,418 in 2003. The Company invested $406,047 in
additional capital assets in the year ended December 31, 2004, consisting mostly of patent
costs, compared to $294,917 in the same period in 2003.

31

---

# YEAR ENDED DECEMBER 31,
2003 COMPARED TO YEAR ENDED DECEMBER 31, 2002

Results of Operations

Net losses were $4,354,288, or $0.18
per share, for the year ended December 31, 2003, compared to $3,422,019, or $0.15 per
share for the corresponding period in 2002. The weighted, diluted, average number of
common shares outstanding for the year ended December 31, 2003 were 23,771,858 compared to
22,965,668 for the same period in 2002.

Revenues

Revenues from sales amounted to
$199,217 for the year ended December 31, 2003, compared with $356,162 for the year ended
December 31, 2002. The reduction in marketing expenditures (due to regulatory tasks and
trials associated with the kit format of the products) accounted for the reduction in
revenues for AlzheimAlert (decrease 39%) and for NicAlert (decrease 43%) in
2003. The Company anticipates that revenues will increase if and when product candidates
pass regulatory milestones and are launched on the market.

Research and Development

Research and development expenditures
were $2,510,051 for the year ended December 31, 2003, compared with $1,706,086 for the
year ended December 31, 2002. The increase is attributable to higher spending in the
development of the therapeutic products in the Companys pipeline. In 2003, research
tax credits amounted to $33,019 compared to $16,656 in 2002. The rise is due to an
increase in the expenses admissible for government tax credits. The Company anticipates
that research and development expenditures will not increase significantly as product
candidates finish development and clinical trials.

Marketing Expenses

Marketing expenditures were $197,435
for the year ended December 31, 2003, in comparison to expenditures of $235,925 for the
year ended December 31, 2002. The decrease is attributable to planned reduced costs
relating to marketing agreements. The Company anticipates that marketing expenditures will
increase if and when new products are launched on the market.

General and
Administrative Expenses

General and administrative expenses
were $1,311,311 for the year ended December 31, 2003, compared with $1,230,439 in the year
ended December 31, 2002 due to increased professional fees. The Company anticipates that
general and administrative expenditures will increase as new product development leads to
expanded operations.

# Research and
Development, Patents and Licensees

Nymoxs research and development
policies are targeted at the development of novel therapeutic and diagnostic proprietary
products that are subject to patent rights either directly owned by the company or
licensed to the company through exclusive licensing agreements of patent rights. Over the
last three financial years, the companys major research and development activities were in the
following program areas:

32

---

| | Diagnostic
products for Alzheimers disease. The major project in this area, the development
and validation of a kit version of our AlzheimAlert product for sale to
laboratories and hospitals in the U.S. and in the E.U., was completed in 2004. We are
currently marketing the kit in Europe under the CE mark. We also provide AlzheimAlert as
a laboratory testing services through our CLIA-certified clinical reference laboratory in
New Jersey. We are seeking FDA approval to sell the kit version of the AlzheimAlert test
to other laboratories and hospitals in the U.S. We received a not approvable letter for
the kit from the FDA in July 2004 and amended our application in response to the issues
raised by the FDA. In July 2005 an FDA advisory panel voted 5-2 to recommend non-approval
of our application. We anticipate that we will continue to pursue our application with
the FDA for marketing approval for the kit version of the AlzheimAlert test. At
this time, we cannot provide an estimate of the costs and timing to pursue our
application with the FDA as it is uncertain at this stage the nature and extent of FDA
requirements for approval based on discussions with us.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Therapeutic
products for enlarged prostate (benign prostatic hyperplasia or BPH). In 2003, we
successfully completed the first two Phase 1 and Phase 1-2 U.S. clinical trials for one
treatment candidate, NX-1207, and in 2005 commenced a pivotal Phase 2 clinical trial. We
cannot predict with any certainty the outcome of this trial nor estimate the costs of
completing this Phase, given the inherent uncertainties in conducting clinical trials,
including as yet unknown response rates to our treatment candidate, unforeseeable safety
issues, patient enrollment rates, manufacturing costs, and regulatory requirements. We
anticipate that our current financing arrangements are sufficient to allow us to complete
this Phase. If there is a favorable outcome of the Phase 2 trial, we anticipate starting
a Phase 3 trial in 2006 and filing a New Drug Application (NDA) with the FDA in late 2006
at the earliest. Given the inherent uncertainties with any Phase 2 or Phase 3 clinical
trial, we cannot provide a more precise estimate of the costs and timing of the
completion of this project. These uncertainties include the chances of success of any
phase of the clinical trials, the nature and extent of FDA requirements to proceed with a
Phase 3 and for filing an NDA, our ability to scale up manufacture in accordance with
current good manufacturing requirements (cGMP) and in sufficient quantities for
commercial use, and whether or when the FDA will ultimately grant us such approval.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Anti-infectives.
Our anti-bacterial agent, NXC-4720, which is being developed as a treatment of meat at
the processing stage, has shown to be capable of substantially reducing the level of
potentially fatal E. coli O157:H7 contamination on fresh beef according to
laboratory studies. Other projects in this area, such as treating E. coliO157:H7
infection in livestock and treating bacterial infections in humans, are in preliminary
stages of development with more uncertain prospects and timing and course of development.
Because of the early stage of development of this project, it is impossible to outline
the nature, timing or estimated costs of the efforts necessary to complete this project
nor the anticipated completion dates for this project. The facts and circumstances
indicating the uncertainties that preclude use from making a reasonable estimate of the
costs and timing necessary to complete this project include the risks inherent in any
field trials of NXC-4720, the uncertainty as to the nature and extent of regulatory
requirements both for safety and efficacy, and the ability to manufacture NXC-4720 in
accordance with current good manufacturing requirements (cGMP) and in sufficient
quantities both for large scale trials and for commercial use. In addition, we anticipate
that we may partner with a larger company in the food or agricultural sectors in order to
finance and conduct field trials and to market any approved product; thus the timing of
completion of the regulatory approval of such a product will not likely be within our
sole control.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Tobacco
exposure and other diagnostic tests. We developed and validated NicAlert, which is
an FDA-cleared test for tobacco product use, and TobacAlert, which is an
over-the-counter test for second-hand smoke exposure. These are completed projects with
any further research and development costs being related to product improvement and
obtaining regulatory approvals where required in order to expand the market for these
products. The development of other new diagnostic tests using our patented diagnostic
technologies are in early stage development. Because of the early stage of development of
these projects, it is not possible to outline the nature, timing or estimated costs of
the efforts necessary to complete any of them nor their anticipated completion dates. The
facts and circumstances indicating the uncertainties that preclude us from making a
reasonable estimate include the uncertainty whether we will be able to successfully adapt
our patented diagnostic technologies to these new diagnostic indicators, whether any new
diagnostic tests we develop will pass proof-of-principle testing both in the laboratory
and in clinical trials, and whether we will be able to manufacture such tests at a
commercially competitive price.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

33

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| | Therapeutic
products for Alzheimers disease. We are conducting early stage research and
development work into preclinical development of novel drug candidates and original
research into the role spherons play in the Alzheimers disease process in order to
pursue spheron-based therapeutics. Because of the early stage of development of this
project, it is impossible to outline the nature, timing or estimated costs of the efforts
necessary to complete this project nor the anticipated completion dates for this project.
The facts and circumstances indicating the uncertainties that preclude us from making a
reasonable estimate include the inherent uncertainties in the pre-clinical and clinical
development of therapeutic candidates. In addition, given the very high costs of
development of a drug for Alzheimers disease, we anticipate having to partner with
a larger pharmaceutical company to conduct and finance clinical trials. The terms of such
a partnership arrangement along with our related financial obligations cannot be
determined at this time and the timing of completion of the approval of such a drug will
likely not be within our sole control. Most pre-clinical drug candidates do not meet
necessary milestones to enter clinical trials; of those which do, only a small percentage
ultimately achieve regulatory approval and enter the marketplace. We also have global
patent rights to the use of statins in the prevention or treatment of Alzheimers
disease. Various published epidemiological and other research studies have shown evidence
that statins may help in the prevention or treatment of Alzheimers disease; other
studies have shown otherwise. Other companies and organizations are currently carrying
out clinical trials into the use of statin drugs for Alzheimers disease. We do not
anticipate that the results of such trials will be available before 2006. The effect of
the results of such trials on this program is uncertain.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Oncology
products. We are in the early stages of developing therapeutic products for oncological
indications. Because of the early stage of development of this project, it is impossible
to outline the nature, timing or estimated costs of the efforts necessary to complete
this project nor its anticipated completion dates. The development of cancer therapeutics
in particular is associated with high risks and many uncertainties and a drug candidate
that shows efficacy can take a long period (7 years or more) to achieve regulatory
approval.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Research and development expenses
allocated to our major research and development programs are as follows:

34

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|               
|---------------
|
|Alzheimer's    
|Disease:       
|Diagnostics    
|               
|Alzheimer's    
|Disease:       
|Therapeutics   
|               
|Anti-Infectives
|               
|BPH (Enlarged  
|Prostate)      
|Therapeutics*  
|               
|Tobacco        
|Exposure Tests:
|NicAlert(TM)and
|TobacAlert(TM) 
|               
|Oncology       
|               
|General        
|Research (BPH  
|Therapeutics   
|Included*)     
|               
|Total          
|               

For the earlier periods from 1995 to
1998, the Company did not maintain a cost accounting system that tracked research and
development costs on a project-by-project basis. During the initial discovery stages,
research and development is more general in nature and cannot be specifically categorized.
During the periods 1995 to 1998, the general research expenses included primarily work on
the Alzheimers diagnostic and therapeutic candidates. The breakdown of research and
development costs for these periods is as follows: 1998: $ 2,091,745; 1997 $ 1,775,340;
1996 $ 1,632,370; and 1995 $ 395,770. The total research and development expenditure for
the 1995 to 1998 period was $ 5,895,225. Total research and development expenditures to
date are $ 16,693,609.

The Company expenses all research and
development costs as incurred but does not currently maintain a cost accounting system to
track, record and allocate staffing time on a specific project-by-project basis. We manage
our ongoing research and development projects and programs in a dynamic, flexible manner.
Our researchers, staff and management are typically involved in more than one of our
research and development projects and the percentage of time an employee may be involved
in a project varies according to the changing needs and progress of that project. As well,
a significant portion of the Companys research and development expenses, such as
laboratory supplies, travel, information systems and services and facilities costs,
benefit multiple projects and are not necessarily individually tracked or allocated to a
specific project when incurred. Research and development costs are allocated in reasonable
and realistic proportion to the projects that benefited from those costs.

According to industry statistics, on
average it takes 10 to 15 years to research, develop and bring to market a new
prescription medicine in the United States. In light of the steps and complexities
involved, the successful development of our product candidates is highly uncertain. Actual
product timelines and costs are subject to enormous variability and are very difficult to
predict. Accordingly, we cannot provide reliable estimates of the nature, timing and
estimated costs of the efforts necessary to complete our programs. This is particularly
the case for our programs in early stage development. The risk of failureto
complete any such program is high because of uncertain feasibility and commercial
viability, long lead times to program completion and potentially high costs in relation to
anticipated returns. We update and change our product development programs to reflect the
most recent preclinical and clinical data and other relevant information. Many of our
products under development require regulatory approval before being sold. The process of
obtaining such approvals is often lengthy and uncertain and requires the expenditure of
substantial resources. Any failure by us to obtain, or any delay in obtaining, regulatory
approvals could materially adversely affect our business. We cannot assure you that any
such approvals required will be obtained on a timely basis, if at all.

35

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# Trend Information

The Company does not currently
know of any material trends that would be material to our operations.

# Off-Balance Sheet
Arrangements

The Company has no existing
off-balance sheet arrangements as defined under SEC regulations.

# PART III

# ITEM 19. EXHIBITS

The
following exhibits are included with or incorporated by reference into this report:

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

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

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

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

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

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

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

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

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

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

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

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

36

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

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

|4(l) | Common
Stock Private Purchase Agreement between Nymox Pharmaceutical Corporation
               and Lorros-Greyse Investments Limited dated August 25, 2003 (incorporated
by                reference to Exhibit 10.1 to the Companys 6-K Report filed with
the                Commission on November 13, 2003).
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4(m) | Common
Stock Private Purchase Agreement between Nymox Pharmaceutical Corporation
               and Lorros-Greyse Investments Limited dated October 6, 2004 (incorporated
by                reference to Exhibit 10.1 to the Companys 6-K Report filed with
the                Commission on November 15, 2004).
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|8 | List
of Subsidiaries of Nymox Pharmaceutical Corporation (incorporated by reference to Exhibit
8 to the Companys Form 20-F filed with the Commission June 30, 2004).
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

|11 | Code of
Business Conduct for the Officers, Directors and Employees of Nymox Pharmaceutical Corporation
(incorporated by reference to Exhibit 11 to the Companys Form 20-F filed with the
Commission June 30, 2004)
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|12(a) | Certification of Principal Executive Officer Pursuant to Rule
13a-14(a) or 15d-14(a)
|----- | ------------------------------------------------------------------------------------

|12(b) | Certification
of Principal Financial Officer Pursuant to Rule 13a-14(a) or           15d-14(a)
|----- | ----------------------------------------------------------------------------------------------

|13(a) | Certification
of Chief Executive Officer Pursuant to 18 U.S.C. 1350, As Adopted           Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------

|13(b) | Certification
 of Chief  Financial  Officer  Pursuant  to 18 U.S.C.  1350,  As Adopted  Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------

37

---

Pursuant
to the requirements of  the Securities Exchange Act of 1934, the registrant  has duly
caused this amendment  to be signed on its behalf by the undersigned, thereunto duly
authorized.

|                        | Nymox Pharmaceutical Corporation
|----------------------- | --------------------------------
|                        | By:  /s/ Roy Wolvin             
|                        | Roy Wolvin                      
|Dated: October 24, 2005 | Chief Financial Officer         

38

---

# EXHIBIT INDEXNYMOX
PHARMACEUTICAL CORPORATION

Form 20-F/A Annual Report

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

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

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

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

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

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

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

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

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

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

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

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

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

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

|4(l) | Common
Stock Private Purchase Agreement between Nymox Pharmaceutical Corporation
               and Lorros-Greyse Investments Limited dated August 25, 2003 (incorporated
by                reference to Exhibit 10.1 to the Companys 6-K Report filed with
the                Commission on November 13, 2003).
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4(m) | Common
Stock Private Purchase Agreement between Nymox Pharmaceutical Corporation
               and Lorros-Greyse Investments Limited dated October 6, 2004 (incorporated
by                reference to Exhibit 10.1 to the Companys 6-K Report filed with
the                Commission on November 15, 2004).
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|8 | List
of Subsidiaries of Nymox Pharmaceutical Corporation (incorporated by reference to Exhibit
8 to the Companys Form 20-F filed with the Commission June 30, 2004).
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

|11 | Code of
Business Conduct for the Officers, Directors and Employees of Nymox Pharmaceutical Corporation
(incorporated by reference to Exhibit 11 to the Companys Form 20-F filed with the
Commission June 30, 2004)
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|12(a) | Certification of Principal Executive Officer Pursuant to Rule
13a-14(a) or 15d-14(a)
|----- | ------------------------------------------------------------------------------------

|12(b) | Certification
of Principal Financial Officer Pursuant to Rule 13a-14(a) or           15d-14(a)
|----- | ----------------------------------------------------------------------------------------------

|13(a) | Certification
of Chief Executive Officer Pursuant to 18 U.S.C. 1350, As Adopted           Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------

|13(b) | Certification
 of Chief  Financial  Officer  Pursuant  to 18 U.S.C.  1350,  As Adopted  Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------

39