Exhibit 4(n)

# COMMON STOCK PRIVATE
PURCHASE AGREEMENT

This
COMMON STOCK PRIVATE PURCHASE AGREEMENT (this Agreement) is dated as of
October 21, 2005 by and between Nymox Pharmaceutical Corporation, a Canadian corporation
(the Company), and Lorros-Greyse Investments, Ltd. (the Purchaser).

The
parties hereto agree as follows:

# ARTICLE I

# Definitions

Section
1.1      Certain Definitions.

a)      Average
Price shall be the average of the Closing Prices of the           Companys
Common Stock for each Trading Day in the Draw Down Period.

b)      Closing
Price shall mean the price for the last reported trade as           recorded by the
Principal Market for the Trading Day.

c)      Current
SEC Documents shall mean the Companys Annual Report,           as amended,
for the year ended December 31, 2004, including the accompanying           financial
statements, and the Companys latest Quarterly Report, as filed           with the
U.S. Securities and Exchange Commission (the SEC) and as           available
on the SECs Electronic Data Gathering, Analysis, and Retrieval           system (EDGAR).

d)      Draw
Down shall have the meaning assigned to such term in Section           6.1(a)
hereof.

e)      Draw
Down Closing Date shall have the meaning assigned to such term           in Section
6.1(b) hereof.

f)      Draw
Down Pricing Period shall have the meaning assigned to such           term in
Section 6.1(a) hereof.

g)      Material
Adverse Effect shall mean any adverse effect on the           business, operations,
properties or financial condition of the Company that           materially impairs the
ability of the Company and its subsidiaries and           affiliates, taken as a whole,
to perform any of its material obligations under           this Agreement or to carry on
its obligations, and shall include the loss for           any reason to the Company of
the services of Dr. Paul Averback.

h)      Principal
Market shall mean initially the Nasdaq SmallCap Market,           and shall include
the Nasdaq National Market, the American Stock Exchange or the           New York Stock
Exchange if the Company is listed and trades on such market or           exchange.

i)      SEC
Documents shall mean all reports, schedules, forms, statements           and other
documents or material that are available on the SECs EDGAR           system and
that were filed by the Company with the SEC pursuant to the reporting
          requirements of the Securities Exchange Act of 1934, as amended (the
          Exchange Act), including material filed pursuant to Section 13(a)
or           15(d) of the Exchange Act and filings incorporated by reference.

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j)      Shares shall
mean, collectively, the shares of Common Stock of the           Company being subscribed
for hereunder, or, in the appropriate context, the           shares of Common Stock of
the Company issued with respect to a Draw Down.

k)      Trading
Day shall mean any day on which the Principal Market is open           for
business.

# ARTICLE II

# Purchase and Sale of
Common Stock

Section
2.1      Purchase and Sale of Stock.  Subject to the terms and conditions of this
Agreement, the Company shall issue and sell to the Purchaser and the Purchaser shall
purchase from the Company up to Thirteen Million Dollars ($13,000,000) of the Companys
Common Stock, no par value per share (the Common Stock), based on Draw Downs
requested under this Agreement. This Agreement replaces the earlier Common Stock Private
Purchase Agreement between the Purchaser and the Company dated October 4, 2004.

Section
2.2       The Shares.  The Company has authorized and has reserved and covenants to
continue to reserve, free of preemptive rights and other similar contractual rights of
stockholders, a sufficient number of its authorized but unissued shares of its Common
Stock to cover the Shares to be issued in connection with all Draw Downs requested under
this Agreement. At no time will the Company request a Draw Down which would result in the
issuance of a number of shares of Common Stock pursuant to this Agreement which exceeds
19.9% of the number of shares of Common Stock issued and outstanding on the Closing Date
without obtaining stockholder approval of such excess issuance.

Section
2.3      Purchase Price and Closing.  The Company agrees to issue and sell to the
Purchaser and the Purchaser agrees to purchase that number of the Shares to be issued in
connection with each Draw Down. Each party shall deliver all documents, instruments and
writings required to be delivered by such party pursuant to this Agreement.

# ARTICLE III

# Representations and
Warranties

Section
3.1      Representation and Warranties of the Company.  The
Company hereby makes the following representations and warranties to the Purchaser:

(a)       Organization,
Good Standing and Power.  The Company is a corporation duly
               incorporated, validly existing and in good standing under the federal laws
of                Canada and has the requisite corporate power to own, lease and operate
its                properties and assets and to conduct its business as it is now being
conducted.                The Company does not have any subsidiaries except as set forth
in the Current                SEC Documents. The Company and each such subsidiary is duly
qualified as a                foreign corporation to do business and is in good standing
in every jurisdiction                in which the nature of the business conducted or
property owned by it makes such                qualification necessary except for any
jurisdiction in which the failure to be                so qualified will not have a
Material Adverse Effect on the Companys                financial condition.

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(b)      Authorization,
Enforcement.  The Company has the requisite corporate power                and
authority to enter into and perform this Agreement and to issue and sell the
               Shares in accordance with the terms hereof. The execution, delivery and
               performance of this Agreement by the Company and the consummation by it of
the                transactions contemplated hereby and thereby have been duly and
validly                authorized by all necessary corporate action, and no further
consent or                authorization of the Company or its Board of Directors or
stockholders is                required. This Agreement has been duly executed and
delivered, and constitutes a                valid and binding obligation of the Company
enforceable against the Company in                accordance with its terms, except as
such enforceability may be limited by                applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation,                conservatorship, receivership or
similar laws relating to, or affecting                generally the enforcement of,
creditors rights and remedies or by other                equitable principles of
general application.

(c)       Capitalization.  The
Company currently has issued and outstanding                26,536,165 shares of
its Common Stock, all of which have been duly and validly                authorized and
are fully-paid and non-assessable. Except as set forth in this                Agreement
and as set forth in the Current SEC Documents, no shares of Common                Stock
are entitled to preemptive rights or registration rights and there are no
               outstanding options, warrants, scrip, rights to subscribe to, calls or
               commitments of any character whatsoever relating to, or securities or
rights                convertible into, any shares of capital stock of the Company.
Furthermore,                except as set forth in the SEC Documents, there are no
contracts, commitments,                understandings, or arrangements by which the
Company is or may become bound to                issue additional shares of the capital
stock of the Company or options,                securities or rights convertible into
shares of capital stock of the Company.                The Company is not a party to, and
it has no knowledge of, any agreement                restricting the voting or transfer
of any shares of the capital stock of the                Company. Except as set forth in
the Current SEC Documents, the offer and sale of                all capital stock,
convertible securities, rights, warrants, or options of the                Company issued
prior to the Closing complied with all applicable United States                Federal
and state and Canadian and provincial securities laws, and no                stockholder
has a right of rescission or damages with respect thereto which                would have
a Material Adverse Effect on the Companys financial condition                or
operating results. The Company has made available to the Purchaser on request
               true and correct copies of the Companys Articles of Incorporation as
in                effect on the date hereof (the Articles), and the Companys
               Bylaws as in effect on the date hereof (the Bylaws). The
Principal                Market for the Common Stock in the United States is the Nasdaq
Capital Market,                and the Company has not received any notice from such
market questioning or                threatening the continued inclusion of the Common
Stock on such market.

(d)      Issuance
of Shares.  The Shares to be issued under this Agreement have                been duly
authorized by all necessary corporate action and, when paid for or                issued
in accordance with the terms hereof, the Shares shall be validly issued
               and outstanding, fully paid and non-assessable, and the Purchaser shall be
               entitled to all rights accorded to a holder of Common Stock.

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(e)      No
Conflicts.  The execution, delivery and performance of this Agreement
               by the Company and the consummation by the Company of the transactions
               contemplated herein do not and will not (i) violate any provision of the
               Companys Articles or Bylaws, (ii) conflict with, or constitute a
default                (or an event which with notice or lapse of time or both would
become a default)                under, or give to others any rights of termination,
amendment, acceleration or                cancellation of, any agreement, mortgage, deed
of trust, indenture, note, bond,                license, lease agreement, instrument or
obligation to which the Company is a                party, (iii) create or impose a lien,
charge or encumbrance on any property of                the Company under any agreement
or any commitment to which the Company is a                party or by which the Company
is bound or by which any of its respective                properties or assets are bound,
or (iv) result in a violation of any United                States Federal, state, local
or Canadian, provincial, or other foreign statute,                rule, regulation,
order, judgment or decree (including any United States Federal                and state
or Canadian or provincial securities laws and regulations) applicable                to
the Company or any of its subsidiaries or by which any property or asset of
               the Company or any of its subsidiaries are bound or affected, except, in
all                cases, for such conflicts, defaults, termination, amendments,
accelerations,                cancellations and violations as would not, individually or
in the aggregate,                have a Material Adverse Effect. The business of the
Company and its subsidiaries                is not being conducted in violation of any
laws, ordinances or regulations of                any governmental entity, except for
possible violations which singularly or in                the aggregate do not and will
not have a Material Adverse Effect. The Company is                not required under any
United States Federal, state or local or Canadian or                provincial law, rule
or regulation to obtain any consent, authorization or order                of, or make
any filing or registration with, any court or governmental agency in                order
for it to execute, deliver or perform any of its obligations under this
               Agreement, or issue and sell the Shares in accordance with the terms
hereof                (other than any prior notification required to the Nasdaq Stock
Market of the                listing of additional shares and approval of the Quebec
Securities Commission                for a distribution of shares outside of Quebec and
any filings subsequent to the                Agreement Closing which may be required to
be made by the Company with the SEC,                the Quebec Securities Commission, the
Nasdaq Stock Market or state or provincial                securities administrators and
any registration statement, if any, which may be                filed pursuant hereto);
provided that, for purpose of the representation made in                this sentence,
the Company is assuming and relying upon the accuracy of the                relevant
representations and agreements of the Purchaser herein.

(f)      SEC
Documents, Financial Statements.  The Common Stock of the Company is
               registered pursuant to Section 12(g) of the Exchange Act, and, except as
               disclosed in the SEC Documents, the Company has timely filed all reports,
               schedules, forms, statements and other documents required to be filed by
it with                the SEC pursuant to the reporting requirements of the Exchange
Act, including                material filed pursuant to Section 13(a) or 15(d) of the
Exchange Act. The                Company has electronically filed true and complete
copies of SEC Documents with                the SECs Electronic Data Gathering,
Analysis, and Retrieval system                (EDGAR) since August 8, 1996
and the Purchaser acknowledges having                access to the EDGAR system and the
SEC Documents. The Company has not provided                to the Purchaser any
information which, according to applicable law, rule or                regulation, should
have been disclosed publicly by the Company but which has not                been so
disclosed, other than with respect to the transactions contemplated by
               this Agreement. As of their filing dates, the Current SEC Documents
complied in                all material respects with the requirements of the Exchange
Act and the rules                and regulations of the SEC promulgated thereunder
applicable to such documents,                and, as of their filing dates, the Current
SEC Documents did not contain any                untrue statement of a material fact or
omitted to state a material fact required                to be stated therein or
necessary in order to make the statements therein, in                light of the
circumstances under which they were made, not misleading. The                financial
statements of the Company included in the SEC Documents comply as to                form
in all material respects with applicable accounting requirements and the
               published rules and regulations of the SEC or other applicable rules and
               regulations with respect thereto. Such financial statements have been
prepared                in accordance with Canadian generally accepted accounting
principles                (GAAP) applied on a consistent basis during the
periods involved                (except (i) as may be otherwise indicated in such
financial statements or the                notes thereto or (ii) in the case of unaudited
interim statements, to the extent                they may not include footnotes or may be
condensed or summary statements), and                fairly present in all material
respects the financial position of the Company                and its subsidiaries as of
the dates thereof and the results of operations and                cash flows for the
periods then ended (subject, in the case of unaudited                statements, to
normal year-end audit adjustments).

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(g)      Subsidiaries.  The
Current SEC Documents hereto set forth each subsidiary                of the
Company, showing the jurisdiction of its incorporation or organization                and
showing the Companys ownership of the outstanding stock or other
               interests of such subsidiary. All of the outstanding shares of capital
stock of                each subsidiary have been duly authorized and validly issued, and
are fully paid                and non-assessable. Neither the Company nor any subsidiary
is a party to, nor                has any knowledge of, any agreement restricting the
voting or transfer of any                shares of the capital stock of any subsidiary.

(h)      No
Material Adverse Effect.  Since June 30, 2005, the date through which
               the most recent quarterly of the Company has been prepared and filed with
the                SEC, neither the Company nor its subsidiaries has experienced or
suffered any                Material Adverse Effect or incurred any liabilities,
obligations, debts, claims                or losses which, individually or in the
aggregate, has had a Material Adverse                Effect on the Company or its
subsidiaries.

(i)      No
Undisclosed Events or Circumstances.  No event or circumstance has
               occurred or exists with respect to the Company or its subsidiaries or
their                respective businesses, properties, prospects, operations or
financial condition,                which, under applicable law, rule or regulation,
requires public disclosure or                announcement by the Company but which has
not been so publicly announced or                disclosed.

(j)      Title
to Assets.  Each of the Company and the subsidiaries has good and
               marketable title to all of its real and personal property reflected in the
SEC                Documents, free of any mortgages, pledges, charges, liens, security
interests or                other encumbrances, except for those indicated in the Current
SEC Documents or                such that do not cause a Material Adverse Effect on the
Companys financial                condition or operating results. All said leases
of the Company and each of its                subsidiaries are valid and subsisting and
in full force and effect.

(k)      Actions
Pending.  There is no action, suit, claim, investigation or                proceeding
pending or, to the knowledge of the Company, threatened against the
               Company or any subsidiary which questions the validity of this Agreement
or the                transactions contemplated hereby or any action taken or to be taken
pursuant                hereto or thereto. Except as set forth in the Current SEC
Documents or such that                do not cause a Material Adverse Effect, there are
no outstanding orders,                judgments, injunctions, awards or decrees of any
court, arbitrator or                governmental or regulatory body against the Company
or any subsidiary nor any                actions, suits, claims, investigations or
proceedings pending or, to the                knowledge of the Company, threatened,
against or involving the Company, any                subsidiary or any of their
respective properties or assets.

(l)      Compliance
with Law.  The business of the Company and its subsidiaries has                been
and is presently being conducted in accordance with all applicable United
               States Federal, state and local and Canadian and provincial governmental
laws,                rules, regulations and ordinances, except as set forth in the
Current SEC                Documents or such that do not cause a Material Adverse Effect.
The Company and                each of its subsidiaries have all franchises, permits,
licenses, consents and                other governmental or regulatory authorizations and
approvals necessary for the                conduct of their respective businesses as now
being conducted by them unless the                failure to possess such franchises,
permits, licenses, consents and other                governmental or regulatory
authorizations and approvals, individually or in the                aggregate, could not
reasonably be expected to have a Material Adverse Effect.

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(m)      Taxes.  Except as set forth in the Current SEC Documents, the Company and                each
of the subsidiaries has accurately prepared and filed all United States
               Federal and state and Canadian and provincial and other tax returns
required by                law to be filed by it, has paid or made provisions for the
payment of all taxes                shown to be due and all additional assessments, and
adequate provision have been                and are reflected in the financial statements
of the Company and the                subsidiaries for all current taxes and other
charges to which the Company or any                subsidiary is subject and which are
not currently due and payable. The Company                has no knowledge of any
additional assessments, adjustments or contingent tax                liability (whether
federal, state or provincial) pending or threatened against                the Company or
any subsidiary for any period, nor of any basis for any such                assessment,
adjustment or contingency.

(n)      Operation
of Business.  The Company and each of the subsidiaries owns or
               possesses all patents, trademarks, service marks, trade names, copyrights,
               licenses and authorizations as set forth in the Current SEC Documents, and
all                rights with respect to the foregoing, which are necessary for the
conduct of its                business as now conducted without any conflict with the
rights of others.

(o)      Regulatory
Compliance.  Except as disclosed in the Current SEC Documents                or such
that do not cause a Material Adverse Effect, the Company and each of its
               subsidiaries have obtained all material approvals, authorization,
certificates,                consents, licenses, orders and permits or other similar
authorizations of all                governmental authorities, or from any other person,
that are required under any                Food and Drug or Environmental Laws. Environmental
Laws shall mean                all applicable laws and regulations in the United
States or Canada relating to                the protection of the environment including,
without limitation, all                requirements pertaining to reporting, licensing,
permitting, controlling,                investigating or remediating emissions,
discharges, releases or threatened                releases of hazardous substances,
chemical substances, pollutants, contaminants                or toxic substances,
materials or wastes, whether solid, liquid or gaseous in                nature, into the
air, surface water, groundwater or land, or relating to the                manufacture,
processing, distribution, use, treatment, storage, disposal                transport or
handling or hazardous substances, chemical substances, pollutants,
               contaminants or toxic substances, material or wastes, whether solid,
liquid or                gaseous in nature. Food and Drug Laws shall mean all
applicable laws                and regulations in the United States and Canada relating
to the development,                testing, manufacturing and distribution of
pharmaceutical products. Except as                set forth in the Current SEC Documents
or such that do not cause a Material                Adverse Effect, the Company has all
necessary governmental approvals required                under all Food and Drug and
Environmental Laws and used in its business or in                the business of any of
its subsidiaries.

(p)      Books
and Records.  The records and documents of the Company and its
               subsidiaries accurately reflect in all material respects the information
               relating to the business of the Company and the subsidiaries, the location
and                collection of their assets, and the nature of all transactions giving
rise to                the obligations or accounts receivable of the Company or any
subsidiary.

(q)      Securities
Laws Compliance.  The Company has complied and will comply with                all
applicable United States Federal and state and Canadian and provincial
               securities laws in connection with the offer, issuance and sale of the
Shares                hereunder. Neither the Company nor anyone acting on its behalf,
directly or                indirectly, has or will sell, offer to sell or solicit offers
to buy the Shares                or similar securities to, or solicit offers with respect
thereto from, or enter                into any preliminary conversations or negotiations
relating thereto with, any                person (other than the Purchaser), so as to
bring the issuance and sale of the                Shares under the registration
provisions of the Securities Act and applicable                state securities laws.
Neither the Company nor any of its affiliates, nor any                person acting on
its or their behalf, has engaged in any form of general                solicitation or
general advertising (within the meaning of Regulation D under                the
Securities Act) or directed selling efforts (within the meaning of
               Regulation S under the Securities Act) in connection with the offer or
sale of                the Shares. The Company is a foreign issuer within the
meaning of                Regulation S and Rule 405 under the Securities Act.

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(r)      Governmental
Approvals.  Except as set forth in the Current SEC Documents,                and
except for the filing of any notice or the obtaining of any necessary
               approvals or exemptions prior or subsequent to the Closing that may be
required                under applicable United States Federal or state and Canadian or
provincial                securities laws (which if required, shall be filed on a timely
basis), no                authorization, consent, approval, license, exemption of, filing
or registration                with any court or governmental department, commission,
board, bureau, agency or                instrumentality, domestic or foreign, is or will
be necessary for, or in                connection with, the execution or delivery of the
Shares, or for the performance                by the Company of its obligations under
this Agreement.

(s)      Employees.  Neither
the Company nor any subsidiary has any collective                bargaining
arrangements or agreements covering any of its employees, except as                set
forth in the Current SEC Documents. Except as set forth in the Current SEC
               Documents or such that do not cause a Material Adverse Effect, neither the
               Company nor any subsidiary is in breach of any employment contract,
agreement                regarding proprietary information, noncompetition agreement,
nonsolicitation                agreement, confidentiality agreement, or any other similar
contract or                restrictive covenant, relating to the right of any officer,
employee or                consultant to be employed or engaged by the Company or such
subsidiary. Since                the date of the latest Current SEC Document, no officer,
consultant or key                employee of the Company or any subsidiary whose
termination, either individually                or in the aggregate, could have a
Material Adverse Effect, has terminated or, to                the knowledge of the
Company, has any present intention of terminating his or                her employment or
engagement with the Company or any subsidiary.

(t)      Use
of Proceeds.  The proceeds from the sale of the Shares will be used by
               the Company and its subsidiaries for general corporate purposes.

(u)      Acknowledgment
Regarding Purchasers Purchase of Shares.  Company                acknowledges
and agrees that Purchaser is acting solely in the capacity of                arms
length purchaser with respect to this Agreement and the transactions
               contemplated hereunder and that the Companys decision to enter into
this                Agreement has been based solely on the independent evaluation by the
Company and                its own representatives and counsel.

Section
3.2Representations and Warranties of the Purchaser.  The Purchaser hereby makes
the following representations, acknowledgements and warranties to the Company:

(a)      Organization
and Standing of the Purchaser.  The Purchaser is a company                duly
incorporated, validly existing and in good standing under the laws of the
               Republic of Panama and maintains its principal place of business in
Panama. The                Purchaser does not maintain a place of business in the United
States or Canada,                is not a resident of the United States or Canada and is
not beneficially owned                by any U.S. person within the meaning of Regulation
S promulgated under the                Securities Act.

(b)      Authorization
and Power.  The Purchaser has the requisite power and                authority to
enter into and perform this Agreement and to purchase the Shares                being
sold to it hereunder. The execution, delivery and performance of this
               Agreement by Purchaser and the consummation by it of the transactions
               contemplated hereby have been duly authorized by all necessary corporate
action.

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(c)      No
Conflicts.  The execution, delivery and performance of this Agreement
               and the consummation by the Purchaser of the transactions contemplated
hereby or                relating hereto do not and will not (i) result in a violation of
such                Purchasers charter documents or bylaws or (ii) conflict with,
or                constitute a default (or an event which with notice or lapse of time or
both                would become a default) under, or give to others any rights of
termination,                amendment, acceleration or cancellation of any agreement,
indenture or                instrument to which the Purchaser is a party, or result in a
violation of any                law, rule, or regulation, or any order, judgment or
decree of any court or                governmental agency applicable to the Purchaser or
its properties (except for                such conflicts, defaults and violations as
would not, individually or in the                aggregate, have a Material Adverse
Effect on Purchaser).

(d)      Financial
Risks.  The Purchaser acknowledges that it is able to bear the
               financial risks associated with an investment in the Shares and that it
has been                given full access to such records of the Company and the
subsidiaries and to the                officers of the Company and the subsidiaries as it
has deemed necessary or                appropriate to conduct its due diligence
investigation. The Purchaser is capable                of evaluating the risks and merits
of an investment in the Shares by virtue of                its experience as an investor
and its knowledge, experience, and sophistication                in financial and
business matters and the Purchaser is capable of bearing the                entire loss
of its investment in the Shares.

(e)      Accredited
Investor.  The Purchaser by itself or together with its                adviser(s), is
an accredited investor, as such term is defined in                Regulation
D promulgated by the SEC under the Securities Act, is experienced in
               investments and business matters, has made investments of a speculative
nature                and, with its representatives, has such knowledge and experience in
financial,                tax and other business matters as to enable the Purchaser to
utilize the                information made available by the Company to evaluate the
merits and risks of                and to make an informed investment decision with
respect to the proposed                purchase, which represents a speculative
investment.

(f)      Reliance
upon Regulation S.  The Purchaser acknowledges that it is                purchasing the
Shares pursuant to an exemption from registration under the                United States
securities laws in reliance upon Regulation S promulgated under                the
Securities Act of 1933, as amended (the Securities Act).
               Accordingly, the Purchaser will not offer or sell any of the Shares to or
for                the benefit or account of a person resident in the United States or
entity                existing or incorporated under the laws of the United States or
otherwise                defined as a U.S. person under Regulation S for a
period of at least                forty (40) days from the date on which the Shares are
purchased, unless such                Shares are registered under the Securities Act or
exempt from registration;

(g)      Access
to Publicly Available Documents.  The Purchaser acknowledges that it                or
its advisors has access to all publicly-available documents or reports of the
               Company, including the SEC Documents and the Companys press
releases, and                that it or its advisors has reviewed and understands such
documents or reports.                The Purchaser acknowledges that the Company has not
provided to the Purchaser                any information which, according to applicable
law, rule or regulation, should                have been disclosed publicly by the
Company but which has not been so disclosed,                other than with respect to
the transactions contemplated by this Agreement.

(h)      Purchase
for Investment.  The Purchaser is purchasing the Shares solely for
               investment, for its own account, and not with a present intent to resell
or                otherwise to distribute any of the Shares. The Purchaser further
represents that                the Purchaser has no present or contemplated agreement,
undertaking,                arrangement, obligation, indebtedness or commitment providing
for or which is                likely to compel a disposition in any manner of any of the
Shares, that the                Purchaser is not aware of any circumstances presently in
existence which are                likely to promote in the future any disposition by the
Purchaser of the Shares                and that the Purchaser does not presently
contemplate any sale of any of the                Shares upon the occurrence or
nonoccurrence of any predetermined or undetermined                event or circumstance.

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(i)      Not
A U.S. Person.  The Purchaser is not a U.S. person or                a
person in the United States within the meaning of Regulation S
               promulgated under the Securities Act.

(j)      No
Prior Short Selling.  The Purchaser represents and warrants to the
               Company that at no time prior to the date of this Agreement has any of the
               Purchaser, its agents, representatives or affiliates engaged in or
effected, in                any manner whatsoever, directly or indirectly, any (i) short
sale               (as such term is defined in Rule 3b-3 of the Exchange Act) of
the Common Stock                or (ii) hedging transaction, which establishes a net
short position with respect                to the Common Stock.

(k)      General.  The
Purchaser understands that the Company is relying upon the                truth
and accuracy of the representations, warranties, agreements,
               acknowledgments and understandings of the Purchaser set forth herein in
order to                determine the suitability of the Purchaser to acquire the Shares.
The Purchaser                represents that any information which the Purchaser is
furnishing to the Company                in this Agreement, including, without
limitation, the information provided on                the signature page hereof, is
correct and complete, and if such information or                responses should cease to
be correct at any time following the date hereof, the                Purchaser will
immediately furnish fully revised or corrected information to the                Company.

(l)      Survival.  The
foregoing representations, warranties and agreements of the
               Purchaser shall survive this Agreement.

# ARTICLE IV

# Covenants

Section
4.1      The Companys Covenants.  The Company covenants with the Purchaser as follows:

(a)      Securities
Compliance.  The Company shall notify The Nasdaq Stock Market,
               Inc., in accordance with their rules and regulations, of the transactions
               contemplated by this Agreement, and shall take all other necessary action
and                proceedings as may be required and permitted by applicable law, rule
and                regulation, for the legal and valid issuance of the Shares to the
Purchaser or                subsequent holders.

(b)      Registration
and Listing.The Company will cause its Common Stock to                continue to be
registered under Sections 12(b) or 12(g) of the Exchange Act,                will comply
in all respects with its reporting and filing obligations under the
               Exchange Act, and will not take any action or file any document (whether
or not                permitted by the Securities Act or the rules promulgated
thereunder) to                terminate or suspend its reporting and filing obligations
under the Exchange Act                or Securities Act, except as permitted herein. The
Company will take all action                necessary to continue the listing or trading
of its Common Stock on the Nasdaq                SmallCap Market or another Principal
Market and will comply in all respects with                the Companys reporting,
filing and other obligations under the bylaws or                rules of the NASD and The
Nasdaq Stock Market.

9

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(c)      Compliance
with Laws.  The Company shall comply, and cause each subsidiary                to
comply, with all applicable laws, rules, regulations and orders,
               noncompliance with which could have a Material Adverse Effect.

(d)      Keeping
of Records and Books of Account.  The Company shall keep and cause                each
subsidiary to keep adequate records and books of account, in which complete
               entries will be made in accordance with Canadian GAAP consistently
applied,                reflecting all financial transactions of the Company and its
subsidiaries, and                in which, for each fiscal year, all proper reserves for
depreciation, depletion,                obsolescence, amortization, taxes, bad debts and
other purposes in connection                with its business shall be made.

(e)      Amendments.  The
Company shall not amend or waive any provision the                Articles of
Incorporation, Bylaws of the Company in any way that would adversely
               affect the voting rights of the holders of the Shares.

(f)      Other
Agreements.  The Company shall not enter into any agreement the                terms
of which such agreement would restrict or impair the right to perform of
               the Company or any subsidiary under this Agreement or the Articles of
               Incorporation of the Company.

(g)      Notice
of Certain Events Affecting the Purchase or Sale.  The Company will
               immediately notify the Purchaser upon the occurrence of any of the
following                events in respect of the issuance, purchase, sale, trading or
distribution of                the Shares pursuant to this Agreement: (i) receipt of any
notification by the                SEC, any state or provincial securities commission or
any other regulatory                authority with respect to the suspension of the
qualification or exemption from                qualification of any of the Shares for
sale in any jurisdiction or the                initiation or threatening of any
proceeding for such purpose; or (ii) issuance                by the SEC, any state or
provincial securities commission or any other                regulatory authority of any
stop order or of any order preventing or suspending                any issuance, sale,
purchase, trading or distribution of the Shares under this                Agreement, or
of the suspension of the qualification of the Shares for offering                or sale
in any jurisdiction, or the initiation or threatening of any proceeding
               for any such purpose.

(h)      Consolidation;
Merger.  The Company shall not, at any time after the date                hereof,
effect any merger or consolidation of the Company with or into, or a
               transfer of all or substantially all of the assets of the Company to,
another                entity (a Consolidation Event) unless the resulting
successor or                acquiring entity (if not the Company) assumes by written
instrument or by                operation of law the obligation to deliver to the
Purchaser such shares of stock                and/or securities as the Purchaser is
entitled to receive pursuant to this                Agreement.

(i)      Compliance
with Regulation S.  The sale of the Shares shall be made in                accordance
with the provisions and requirements of Regulation S and any                applicable
federal, state or provincial securities law. The Company shall make                any
necessary SEC or other regulatory filings required to be made by the Company
               in connection with the sale of the Shares to the Purchaser as required by
all                applicable federal, state and provincial laws, and shall provide a
copy thereof                to the Purchaser upon request.

Section
4.2      The Purchasers Covenants

(a)      Limitation
on Short Sales and Hedging Transactions.  The Purchaser agrees                that
beginning on the date of this Agreement and ending on the date of
               termination or expiration of this Agreement, the Purchaser and its agents,
               representatives and affiliates shall not in any manner whatsoever enter
into or                effect, directly or indirectly, any (i) short sale (as
such term is                defined in Rule 3b-3 of the Exchange Act) of the Common Stock
or (ii) hedging                transaction, which establishes a net short position with
respect to the Common                Stock.

10

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(b)      Compliance
with Regulation S.  The purchase of the Shares shall be made in
               accordance with the provisions and requirements of Regulation S and any
               applicable federal, state or provincial securities law. The Purchasers
               trading and distribution activities with respect to shares of the Companys
               Common Stock shall be in compliance with all applicable federal, state and
               provincial securities laws, rules and regulations and rules and
regulations of                the Principal Market on which the Companys Common
Stock is listed                including, without limitation, Regulation S.

(c)      Notice
of Certain Events Affecting The Purchase or Sale.  The Purchaser                will
immediately notify the Purchaser upon the occurrence of any of the
               following events in respect of the issuance, purchase, sale, trading or
               distribution of the Shares pursuant to this Agreement: (i) receipt of any
               notification by the SEC, any state or provincial securities commission or
any                other regulatory authority with respect to the suspension of the
qualification                or exemption from qualification of any of the Shares for
sale in any                jurisdiction or the initiation or threatening of any
proceeding for such                purpose; or (ii) issuance by the SEC, any state or
provincial securities                commission or any other regulatory authority of any
stop order or of any order                preventing or suspending any issuance, sale,
purchase, trading or distribution                of the Shares under this Agreement, or
of the suspension of the qualification of                the Shares for offering or sale
in any jurisdiction, or the initiation or                threatening of any proceeding
for any such purpose.

(d)      Material
Changes in Purchasers Status  The Purchaser will                immediately
notify the Company of any changes in circumstance that may                reasonably
affect the availability of the exemption from registration under the
               Securities Act and the rules and regulations promulgated thereunder,
including,                without limitation, any changes that may affect the Purchasers
status as                an accredited investor, as such term is defined in
Regulation D or                as a person or entity that is not a U.S. person or a
person in the United States                for the purposes of Regulation S.

# ARTICLE V

# Conditions to Closing
and Draw Downs

Section
5.1      Conditions Precedent to the Obligation of the Company to Sell the Shares.  The
obligation hereunder of the Company to issue and sell the Shares to the Purchaser is
subject to the satisfaction or waiver, at or before the Agreement Closing or at or before
each Draw Down Closing, of each of the conditions set forth below. These conditions are
for the Companys sole benefit and may be waived by the Company at any time in its
sole discretion.

(a)      Accuracy
of the Purchasers Representations and Warranties.  The
               representations and warranties of the Purchaser shall be true and correct
in all                material respects as of the date when made and as of the Closing
and as of each                Draw Down Closing Date as though made at that time, except
for representations                and warranties that speak as of a particular date.

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(b)      Performance
by the Purchaser.  The Purchaser shall have performed,                satisfied and
complied in all material respects with all material covenants,                agreements
and conditions required by this Agreement to be performed, satisfied                or
complied with by the Purchaser at or prior to the Closing and as of each Draw
               Down Closing Date.

(c)      No
Injunction.  No statute, rule, regulation, executive order, decree,
               ruling or injunction shall have been enacted, entered, promulgated or
endorsed                by any court or governmental authority of competent jurisdiction
which prohibits                the consummation of any of the transactions contemplated
by this Agreement.

Section
5.2      Conditions Precedent to the Obligation of the Purchaser to Close.  The
obligation hereunder of the Purchaser to enter this Agreement is subject to the
satisfaction or waiver, at or before the Agreement Closing and at or before each Draw
Down Closing, of each of the conditions set forth below. These conditions are for the
Purchasers sole benefit and may be waived by the Purchaser at any time in its sole
discretion.

(a)      Accuracy
of the Companys Representations and Warranties.  Each of                the
representations and warranties of the Company shall be true and correct in
               all material respects as of the date when made and as of the Closing as
though                made at that time (except for representations and warranties that
speak as of a                particular date).

(b)      Performance
by the Company.  The Company shall have performed, satisfied                and
complied in all respects with all covenants, agreements and conditions
               required by this Agreement to be performed, satisfied or complied with by
the                Company at or prior to the Closing.

(c)      No
Injunction.  No statute, rule, regulation, executive order, decree,
               ruling or injunction shall have been enacted, entered, promulgated or
endorsed                by any court or governmental authority of competent jurisdiction
which prohibits                the consummation of any of the transactions contemplated
by this Agreement.

(d)      No
Proceedings or Litigation.  No action, suit or proceeding before any
               arbitrator or any governmental authority shall have been commenced, and no
               investigation by any governmental authority shall have been threatened,
against                the Purchaser or the Company or any subsidiary, or any of the
officers,                directors or affiliates of the Company or any subsidiary seeking
to restrain,                prevent or change the transactions contemplated by this
Agreement, or seeking                damages in connection with such transactions.

(e)      No
Suspension.  Trading in the Companys Common Stock shall not have
               been suspended by the SEC or The Nasdaq Stock Market, Inc. (except for any
               suspension of trading of limited duration agreed to by the Company, which
               suspension shall be terminated prior to each Draw Down request), and, at
any                time prior to such request, trading in securities generally as
reported by                Nasdaq shall not have been suspended or limited, or minimum
prices shall not                have been established on securities whose trades are
reported by Nasdaq.

(d)      Material
Adverse Effect.  No Material Adverse Effect and no Consolidation                Event
shall have occurred.

12

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# ARTICLE VI

# Draw Down Terms

Section
6.1      Draw Down Terms.  Subject to the  satisfaction  of the conditions  set forth in
this  Agreement,          the parties agree as follows:

(a)      The
Company may, in its sole discretion, issue and exercise a draw down (a           Draw
Down), which Draw Down the Purchaser will be obligated to           accept. The
Company shall issue the Draw Down by giving the Purchaser a Draw           Down Notice
specifying the total Draw Down amount and the date of the Draw Down           Notice. The
Draw Down Pricing Period shall be the five (5) Trading Days           specified in the
Draw Down Notice immediately preceding the date of the Draw           Down Notice.

(b)      Only
one Draw Down shall be allowed for each Draw Down Pricing Period. The price           per
share paid by the Purchaser shall be based on the Average Daily Price on           each
separate Trading Day during the Draw Down Pricing Period. The number of           shares
of Common Stock purchased by the Purchaser with respect to each Draw Down           shall
be determined on the Draw Down Closing Date, which shall be the next           Trading
Day following the Draw Down date.

(c)      The
Company shall have the right to issue and exercise a Draw Down of up to
          $500,000 of the Companys Common Stock per Draw Down, subject to the
          limitations set forth immediately below. The minimum Draw Down shall be
$150,000           unless otherwise agreed by Purchaser.

(d)      The
number of Shares of Common Stock to be issued in connection with each Draw           Down
shall be equal to the Draw Down amount divided by 97% of the Average Price           of
the Common Stock for the Draw Down Pricing Period.

(e)      The
Company must provide the Purchaser via facsimile transmission the Draw Down
          Notice. At no time shall the Purchaser be required to purchase more than the
          Draw Down amount specified for a given Draw Down Pricing Period.

(f)      On
or before three Trading Days after each Draw Down Closing Date, the Purchaser
          shall pay the specified Draw Down amount to the Company. Upon receipt of the
          Draw Down payment, the Company shall deliver the Shares to the Purchaser in
          accordance with any instructions from the Purchaser.

# ARTICLE VII

# Legends; Transfer
Agent Instructions

Section
7.1       Legends.  Unless otherwise provided below, each certificate representing Shares
will bear the following legend or equivalent (the Legend):

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THE
SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR ANY OTHER
APPLICABLE SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED BY REGULATION S AND SUCH OTHER
SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE
SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, OR OTHERWISE DISPOSED OF, EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO A
TRANSACTION THAT IS EXEMPT FROM SUCH REGISTRATION.

Section
7.2      Transfer Agent Instructions.  Upon the settlement of a Draw Down, the Company
shall issue to the transfer agent for its Common Stock (and to any substitute or
replacement transfer agent for its Common Stock upon the Companys appointment of
any such substitute or replacement transfer agent) instructions substantially in the form
of Exhibit E hereto. Such instructions shall be irrevocable by the Company from and after
the date hereof or from and after the issuance thereof to any such substitute or
replacement transfer agent, as the case may be.

Section
7.3       No Other Legend or Stock Transfer Restrictions.  No legend other than the one
specified in Section 7.1 shall be placed on the share certificates representing the
Shares and no instructions or stop transfer orders, stock transfer
restrictions, or other restrictions shall be given to the Companys transfer
agent with respect thereto other than as expressly set forth in this Article VII, and the
prohibition of transfers of the Shares except in compliance with the requirements of
Regulations S, which the Investor hereby acknowledges.

Section
7.4      Investors Compliance.  Nothing in this Article shall affect in any way
the Investors obligations to comply with all applicable securities laws upon resale
of the Common Stock.

# ARTICLE VIII

# Termination

Section
8.1      Termination by Mutual Consent.  The term of this Agreement shall be twenty-four
(24) months from the date of execution of this Agreement. This Agreement may be
terminated at any time by mutual written consent of the parties.

Section
8.2      Other Termination.

(a)      The
Purchaser may terminate this Agreement upon ten (10) Trading Days               notice
if (i) an event resulting in a Material Adverse Effect has occurred, (ii)
               the Common Stock is de-listed from the Nasdaq SmallCap Market unless such
               de-listing is in connection with the listing of the Common Stock on the
Nasdaq                National Market, the New York or American Stock Exchanges, (iii)
the Company                files for protection from creditors under any applicable law,
or (iv) the                Company fails to deliver the Shares to the Purchaser in
accordance with the                instructions from the Purchaser.

(b)                     The
Company may terminate this Agreement upon ten (10) Trading Days notice
               if (i) the Company has completed Draw Downs of at least Eight Million
Dollars                ($8,000,000) or (ii) the Purchaser shall fail to fund a properly
noticed Draw                Down within ten (10) Trading Days of the date payment for
such Draw Down is due.

14

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Section
8.3      Effect of Termination.  In the event of termination by the Company or the
Purchaser, written notice thereof shall forthwith be given to the other party and the
transactions contemplated by this Agreement shall be terminated without further action by
either party. If this Agreement is terminated as provided in Section 8.1 or 8.2 herein,
this Agreement shall become void and of no further force and effect, except for Articles
IX and XI herein. Nothing in this Section 8.3 shall be deemed to release the Company or
the Purchaser from any liability for any breach under this Agreement, or to impair the
rights to the Company and the Purchaser to compel specific performance by the other party
of its obligations under this Agreement.

# ARTICLE IX

# Indemnification

Section
9.1      General Indemnity.  The Company agrees to indemnify and hold harmless the
Purchaser (and its directors, officers, affiliates, agents, successors and assigns) from
and against any and all losses, liabilities, deficiencies, costs, damages and expenses
(including, without limitation, reasonable attorneys fees, charges and
disbursements) incurred by the Purchaser as a result of any inaccuracy in or breach of
the representations, warranties or covenants made by the Company herein. The Purchaser
agrees to indemnify and hold harmless the Company and its directors, officers,
affiliates, agents, successors and assigns from and against any and all losses,
liabilities, deficiencies, costs, damages and expenses (including, without limitation,
reasonable attorneys fees, charges and disbursements) incurred by the Company as result
of any inaccuracy in or breach of the representations, warranties or covenants made by
the Purchaser herein.

Section
9.2      Indemnification Procedure.  Any party entitled to indemnification under this
Article IX (an indemnified party) will give written notice to the
indemnifying party of any matters giving rise to a claim for indemnification; provided,
that the failure of any party entitled to indemnification hereunder to give notice as
provided herein shall not relieve the indemnifying party of its obligations under this
Article IX except to the extent that the indemnifying party is actually prejudiced by
such failure to give notice. In case any action, proceeding or claim is brought against
an indemnified party in respect of which indemnification is sought hereunder, the
indemnifying party shall be entitled to participate in and, unless in the reasonable
judgment of counsel to the indemnified party a conflict of interest between it and the
indemnifying party may exist with respect of such action, proceeding or claim, to assume
the defense thereof with counsel reasonably satisfactory to the indemnified party. In the
event that the indemnifying party advises an indemnified party that it will contest such
a claim for indemnification hereunder, or fails, within thirty (30) days of receipt of
any indemnification notice to notify, in writing, such person of its election to defend,
settle or compromise, at its sole cost and expense, any action, proceeding or claim (or
discontinues its defense at any time after it commences such defense), then the
indemnified party may, at its option, defend, settle or otherwise compromise or pay such
action or claim. In any event, unless and until the indemnifying party elects in writing
to assume and does so assume the defense of any such claim, proceeding or action, the
indemnified partys costs and expenses arising out of the defense, settlement or
compromise of any such action, claim or proceeding shall be losses subject to
indemnification hereunder. The indemnified party shall cooperate fully with the
indemnifying party in connection with any settlement negotiations or defense of any such
action or claim by the indemnifying party and shall furnish to the indemnifying party all
information reasonably available to the indemnified party which relates to such action or
claim. The indemnifying party shall keep the indemnified party fully apprised at all
times as to the status of the defense or any settlement negotiations with respect
thereto. If the indemnifying party elects to defend any such action or claim, then the
indemnified party shall be entitled to participate in such defense with counsel of its
choice at its sole cost and expense. The indemnifying party shall not be liable for any
settlement of any action, claim or proceeding effected without its prior written consent.
Notwithstanding anything in this Article IX to the contrary, the indemnifying party shall
not, without the indemnified partys prior written consent, settle or compromise any
claim or consent to entry of any judgment in respect thereof which imposes any future
obligation on the indemnified party or which does not include, as an unconditional term
thereof, the giving by the claimant or the plaintiff to the indemnified party of a
release from all liability in respect of such claim. The indemnification required by this
Article IX shall be made by periodic payments of the amount thereof during the course of
investigation or defense, as and when bills are received or expense, loss, damage or
liability is incurred, so long as the indemnified party irrevocably agrees to refund such
moneys if it is ultimately determined by a court of competent jurisdiction that such
party was not entitled to indemnification. The indemnity agreements contained herein
shall be in addition to (a) any cause of action or similar rights of the indemnified
party against the indemnifying party or others, and (b) any liabilities the indemnifying
party may be subject to.

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# ARTICLE X

# Assignment

Section
10.1      Assignment.  Neither this  Agreement  nor any rights of the  Purchaser or the
Company  hereunder          may be assigned by either party to any other person.

# ARTICLE XI

# Notices

Section
11.1      Notices.  All notices, demands, requests, consents, approvals, and other
communications required or permitted hereunder shall be in writing and, unless otherwise
specified herein, shall be (i) hand delivered, (ii) deposited in the mail, registered or
certified, return receipt requested, postage prepaid, (iii) delivered by reputable air
courier service with charges prepaid, or (iv) transmitted by facsimile, addressed as set
forth below or to such other address as such party shall have specified most recently by
written notice. Any notice or other communication required or permitted to be given
hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with
accurate confirmation generated by the transmitting facsimile machine, at the address or
number designated below (if delivered on a business day during normal business hours
where such notice is to be received), or the first business day following such delivery
(if delivered other than on a business day during normal business hours where such notice
is to be received) or (b) on the first business day following the date of sending by
reputable courier service, fully prepaid, addressed to such address, or (c) upon actual
receipt of such mailing, if mailed. The addresses for such communications shall be:

16

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|If to
the Company: | Nymox Pharmaceutical Corporation
                                                              9900 Cavendish Blvd.
                                                              St. Laurent, Quebec, Canada
H4M 2V2                                                               Telephone Number:
 (800) 936-9669                                                              Fax:  (514)
332-9167                                                               Attention: Dr.
Paul Averback, President
|------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | if to
the Investor: | As set forth on the signature pages hereto
| | ------------------- | ------------------------------------------

Either
party hereto may from time to time change its address or facsimile number for notices
under this Section 11.1 by giving written notice of such changed address or facsimile
number to the other party hereto as provided in this Section 11.1.

# ARTICLE XII

# Miscellaneous

Section
12.1      Fees and Expenses.  The Company shall pay all fees and expenses related to the
transactions contemplated by this Agreement; provided, that the Company shall pay, at the
Closing of the Agreement, all attorneys fees and expenses (exclusive of disbursements and
out-of-pocket expenses) incurred by the Purchaser in connection with the preparation,
negotiation, execution and delivery of this Agreement and the transactions contemplated
hereunder. In addition, the Company shall pay all reasonable fees and expenses incurred
by the Purchaser in connection with any amendments, modifications or waivers of this
Agreement or incurred in connection with the enforcement of this Agreement, including,
without limitation, all reasonable attorneys fees and expenses. The Company shall
pay all stamp or other similar taxes and duties levied in connection with issuance of the
Shares pursuant hereto.

Section
12.2      Specific Enforcement, Consent to Jurisdiction.

(a)      Injunctive
Relief.  The Company and the Purchaser acknowledge and agree           that
irreparable damage would occur in the event that any of the provisions of           this
Agreement were not performed in accordance with their specific terms or           were
otherwise breached. It is accordingly agreed that the parties shall be           entitled
to an injunction or injunctions to prevent or cure breaches of the           provisions
of this Agreement and to enforce specifically the terms and           provisions hereof
or thereof, this being in addition to any other remedy to           which any of them may
be entitled by law or equity.

(b)      Governing
Law.  This Agreement shall be governed by and construed in                accordance
with the laws of Canada applicable to contracts made in Quebec by                persons
domiciled in Montreal and without regard to its principles of conflicts                of
laws.

17

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(c)      Jurisdiction  Each
of the Company and the
Purchaser (i) hereby irrevocably                submits to the jurisdiction of the Quebec
Superior Court and other courts of the                Province of Quebec sitting in the
District of Montreal for the purposes of any                suit, action or proceeding
arising out of or relating to this Agreement and (ii)                hereby waives, and
agrees not to assert in any such suit, action or proceeding,                any claim
that it is not personally subject to the jurisdiction of such court,                that
the suit, action or proceeding is brought in an inconvenient forum or that
               the venue of the suit, action or proceeding is improper. Each of the
Company and                the Purchaser consents to process being served in any such
suit, action or                proceeding by mailing a copy thereof by certified mail,
return receipt                requested, to such party at the address in effect for
notices to it under this                Agreement and agrees that such service shall
constitute good and sufficient                service of process and notice thereof.
Nothing in this Section shall affect or                limit any right to serve process
in any other manner permitted by law.

Section
12.3      Entire Agreement; Amendment.  This Agreement contains the entire understanding
of the parties with respect to the matters covered hereby and, except as specifically set
forth herein, neither the Company nor the Purchaser makes any representations, warranty,
covenant or undertaking with respect to such matters. No provision of this Agreement may
be waived or amended other than by a written instrument signed by the party against whom
enforcement of any such amendment or waiver is sought.

Section
12.4      Waivers.  No waiver by either party of any default with respect to any
provision, condition or requirement of this Agreement shall be deemed to be a continuing
waiver in the future or a waiver of any other provisions, condition or requirement
hereof, nor shall any delay or omission of any party to exercise any right hereunder in
any manner impair the exercise of any such right accruing to it thereafter.

Section
12.5      Headings.  The article, section and subsection headings in this Agreement are
for convenience only and shall not constitute a part of this Agreement for any other
purpose and shall not be deemed to limit or affect any of the provisions hereof.

Section
12.6      Successors and Assigns.  This Agreement shall be binding upon and inure to the
benefit of the parties and their successors and assigns. The parties hereto may not amend
this Agreement or any rights or obligations hereunder without the prior written consent
of the Company and each Purchaser to be affected by the amendment. After Closing, the
assignment by a party to this Agreement of any rights hereunder shall not affect the
obligations of such party under this Agreement.

Section
12.7      No Third Party Beneficiaries.  This Agreement is intended for the benefit of
the parties hereto and their respective permitted successors and assigns and is not for
the benefit of, nor may any provision hereof be enforced by, any other person.

Section
12.8      Counterparts.  This Agreement may be executed in any number of counterparts,
all of which taken together shall constitute one and the same instrument and shall become
effective when counterparts have been signed by each party and delivered to the other
parties hereto, it being understood that all parties need not sign the same counterpart.
Execution may be made by delivery by facsimile.

Section
12.9      Publicity.  Prior to the Closing, neither the Company nor the Purchaser shall
issue any press release or otherwise make any public statement or announcement with
respect to this Agreement or the transactions contemplated hereby or the existence of
this Agreement. After the Closing, the Company may issue a press release or otherwise
make a public statement or announcement with respect to this Agreement or the
transactions contemplated hereby or the existence of this Agreement; provided, that prior
to issuing any such press release, making any such public statement or announcement, the
Company obtains the prior consent of the Purchaser, which consent shall not be
unreasonably withheld or delayed.

18

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Section
12.10    Severability.  The provisions of this Agreement are severable and, in the
event that any court of competent jurisdiction shall determine that any one or more of
the provisions or part of the provisions contained in this Agreement shall, for any
reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provision or part of a
provision of this Agreement and this Agreement shall be reformed and construed as if such
invalid or illegal or unenforceable provision, or part of such provision, had never been
contained herein, so that such provisions would be valid, legal and enforceable to the
maximum extent possible.

Section
12.11    Further Assurances.  From and after the date of this Agreement, upon the
request of the Purchaser or the Company, each of the Company and the Purchaser shall
execute and deliver such instruments, documents and other writings as may be reasonably
necessary or desirable to confirm and carry out and to effectuate fully the intent and
purposes of this Agreement.

Section
12.12    Currencies.  Unless otherwise  specified,  all references  herein to dollars
means United States dollars.

IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by
their respective authorize officer as of the date first above written.

| |                                                
| | -----------------------------------------------
| | NYMOX PHARMACEUTICAL CORPORATION               
| | By:      ____________________________________  
| | Name: Dr. Paul Averback                        
| | Title:   President                             
| | ____________________________________________   
| | By:        ____________________________________
| | Name:    ______________________________        
| | Title:      ______________________________     

19

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# EXHIBIT E

# TREASURY DIRECTIVE

|To: | Computershare
Investor Services
|--- | -------------------------------

|Re: | Issuance
of  _____________________  common shares ofNYMOX PHARMACEUTICAL CORPORATION
|--- | ------------------------------------------------------------------------------------

---

By resolution adopted by the Board of
Directors of Nymox Pharmaceutical Corporation (the Company) dated
____________, you are hereby authorized to issue _______________ common shares (the
Shares) in consideration for $_____________ (US) received on
________________from Lorros-Greyse Investments, Ltd. (the Investor) and in
accordance with the Common Stock Private Purchase Agreement between the Investor and the
Company. These shares are fully paid and non-assessable. As transfer agent and registrar
for the Company, we request that you issue a certificate for the shares in question as
follows:

| | Lorros-Greyse
Investments, Ltd. __________________________________________________
| | ----------------------------------------------------------------------------------

We have received a legal opinion that
in order to permit the Company to comply with the requirements of the United States
Securities Act of 1933, before the certificate for the Shares is issued to the Investor,
the following legend should be typed on the certificate:

THE SECURITIES EVIDENCED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED,
(THE SECURITIES ACT), OR ANY OTHER APPLICABLE SECURITIES LAWS AND HAVE BEEN
ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT PROVIDED BY REGULATION S AND SUCH OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY
INTEREST OR PARTICIPATION HEREIN MAY BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED,
OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OR PURSUANT TO A TRANSACTION THAT IS EXEMPT FROM SUCH REGISTRATION.

Please deliver the certificate to:

| | Nymox
Pharmaceutical Corporation                                     9900 Cavendish Blvd.,
Suite 306                                     St. Laurent, QC  H4M 2V2
                                    Attn: Roy Wolvin, C.F.O.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Signed this _____ day of
_______________, 2005

NYMOX PHARMACEUTICAL
CORPORATION

|By: | _________________________________Roy
WolvinSecretary-Treasurer
|--- | --------------------------------------------------------------

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