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Nymox Pharmaceutical Corp – ‘20-F’ for 12/31/98 – EX-10.6

As of: Friday, 5/14/99 · For: 12/31/98 · Accession #: 950123-99-4650 · File #: 1-12033

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/14/99  Nymox Pharmaceutical Corp         20-F       12/31/98    2:175K                                   RR Donnelley/FA

Annual Report of a Foreign Private Issuer — Form 20-F
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 20-F        Nymox Pharmaceutical Corporation                      57    223K 
 2: EX-10.6     Sole Non-Exclusive License and Supply Agreement       25     80K

EX-10.6 — Sole Non-Exclusive License and Supply Agreement

EX-10.6 1st Page of 25 TOC ↑Top Previous Next ↓Bottom Just 1st
 

EXHIBIT INDEX 

NYMOX PHARMACEUTICAL CORPORATION

Form 20-F Registration Statement

                                                                [Download Table]

     Exhibit No.                         Description                            
     -----------                         -----------                            
                                                                                
Form 20-F    Edgar                                                              
---------    -----                                                              
1.1          3.1     Articles of Incorporation, as amended, of the Registrant   
                     (filed previously).                                        

1.2          3.2     Bylaws of the Registrant (filed previously).               

3.1          10.1    Memorandum of Agreement between Paul Averback and          
                     the Registrant (filed previously).                         

3.2          10.2    Share Option Plan of the Registrant (filed                 
                     previously).                                               

3.3          10.3    Research and License Agreement between the General         
                     Hospital Corporation and the Registrant (filed previously).

3.4          10.4    Sole Non-Exclusive License and Supply Agreement for the    
                     Nymox AD7C(TM) Diagnostic Test for Alzheimer's Disease     
                     between SGS Lab Simon S.A. and the Registrant (filed       
                     previously).                                               

3.5          10.5    Research and License Amendment between the General         
                     Hospital Corporation and the Registrant (filed previously).

3.6          10.6    Sole Non-Exclusive License and Supply Agreement for the    
                     Nymox AD7C(TM) Diagnostic Test for Alzheimer's Disease     
                     between Specialty Laboratories and the Registrant.         


SOLE NONEXCLUSIVE U.S. LICENSE AND
SUPPLY AGREEMENT FOR THE
NYMOX AD7C(TM) DIAGNOSTIC TEST
FOR ALZHEIMER'S DISEASE 

ENTERED INTO ON JANUARY 19, 1999

B Y    A N D    B E T W E E N :                                                 

NYMOX CORPORATION 

Licensor                                                              

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- and - 

SPECIALTY LABORATORIES, INC.
Licensee                                                                        

 T A B L E    O F    C O N T E N T S

                                                                [Download Table]

                                                                              
                                                                          Page
ARTICLE 1.       DEFINITIONS                                                3 
ARTICLE 2.       PURPOSE OF AGREEMENT                                       6 
ARTICLE 3.       CONFIDENTIALITY                                            6 
ARTICLE 4.       THE LICENSE                                                7 
ARTICLE 5        COMPENSATION TO NYMOX                                      9 
ARTICLE 6.       REIMBURSEMENT AND PRICE                                    11
ARTICLE 7.       MARKETING                                                  12
ARTICLE 8.       PERFORMANCE TARGETS/CONVERSION TO                            
                 NONEXCLUSIVE LICENSE                                       13
ARTICLE 9.       TERMINATION                                                14
ARTICLE 10.      IMPROVEMENTS                                               16
ARTICLE 11.      RESPONSIBILITIES OF THE PARTIES                            17
ARTICLE 12.      QUALITY CONTROL                                            20
ARTICLE 13.      EFFECT OF LICENSING AGREEMENT                              21
ARTICLE 14.      REPRESENTATIONS AND WARRANTIES                             22
ARTICLE 15.      MISCELLANEOUS PROVISIONS                                   23
EXHIBIT A:       PATENTS LICENSED TO SPECIALTY                              27
EXHIBIT B:       TRADEMARKS LICENSED TO SPECIALTY                           28
ARTICLE 1.       DEFINITIONS                                                  

The terms defined in this Article shall have the following meanings (applicable 
to both the singular and plural forms) in this Agreement:                       

"AD7C(TM) Test" means the Nymox Corporation AD7C(TM) Alzheimer's disease test   
for measuring the level of the biomarker Neural Thread Protein (NTP) in         
cerebrospinal fluid (CSF), urine, blood or other bodily fluids or tissues.      
"AD7C(TM) Test", as used herein, is not intended to include a test kit employing
the AD7C(TM) testing technology for Diagnostic Purposes and sold or intended to 
be sold to third parties.                                                       

"Affiliate" means any person, firm or corporation legally competent to perform  
the services and carry out the terms of this Agreement, which Controls, is      
Controlled by or is under common Control with either Nymox Corporation or       
Specialty Laboratories, Inc.                                                    

"Average Price" means:                                                          

    (a)  for AD7C(TM) Tests conducted for Diagnostic Purposes, the Net Revenue
for AD7C(TM)                                                

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   Tests conducted for Diagnostic Purposes during a Billing Month,
divided by the Number of Tests in that Billing Month; or    

 (b)  for any Clinical Study Support contract executed by Specialty, the
     price per AD7C(TM) Test as stipulated in the contract, or, if the
        contract does not so stipulate, the Estimated Net Revenue divided by
the Estimated Number of Tests for that contract.            

"Billing Month" (applicable only to the conduct of AD7C(TM) Tests by Specialty  
for Diagnostic Purposes) means each calendar month during the period of this    
Agreement, beginning with the month during which Launch occurs.                 

"Billing Quarter" (applicable only to the conduct of AD7C(TM) Tests by Specialty
for Clinical Study Support) means each calendar quarter during the period of    
this Agreement, beginning with the quarter during which Launch occurs.          

"Clinical Study Support" means the use or performance of the AD7C(TM) Test in   
clinical trials of therapeutics in Phases 1, 2, 3 or 4 of an Investigational New
Drug trial.                                                                     

"Competitor" means any person, firm or corporation, other than Nymox or         
Specialty, that offers for sale a diagnostic test for Alzheimer's disease or    
that Controls any corporation or partnership that offers a diagnostic test for  
Alzheimer's disease.                                                            

"Confidential Information" means any technical, scientific or business          
information provided by one Party to the other Party pursuant to this Agreement 
or the July 8, 1998 Mutual Confidentiality Agreement between the Parties, in    
connection with:                                                                

 (a)  this Agreement (including the negotiations and discussions leading
        up to the execution of this Agreement, and the specific terms of the
Agreement),                                                 

 (b)  the AD7C(TM) Test and/or its efficacy, reagents, assays, operating
procedures, test methods and technology,                    

(c)  training with respect to the AD7C(TM) Test,                      

(d)  Improvements in connection with the AD7C(TM) Test,               

(e)  compensation calculations and/or payments under this Agreement   
and/or any examination in connection therewith,             

 (f)  Clinical Study Support information provided by Specialty to Nymox,

  (g)  marketing strategy, customer and contact lists, plans, or materials
concerning the AD7C(TM) Test,                               

(h)  applications or submissions to any regulatory authority or third 
party payer in connection with the AD7C(TM) Test, and/or    

(i)  arbitration proceedings pursuant to Paragraph 15.05.             

"Confidential Information," other than the information described in             
subparagraphs (a), (b) and (c) above, must either be disclosed in writing and   
marked "Confidential" or, if orally or visually disclosed, must be confirmed in 
writing as confidential within 30 days following the oral or visual disclosure. 

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"Contract Year" means a twelve-month period beginning on the first day of the   
sixth month after the Launch of the AD7C(TM) Test by Specialty or an anniversary
of that date.                                                                   

"Control" means the direct or indirect ownership of fifty (50%) or more of the  
voting stock of the subject entity.                                             

"Diagnostic Purposes" means the use or performance of the AD7C(TM) Test         
primarily to aid the diagnosis of a patient by a physician and not for Clinical 
Study Support.                                                                  

"Effective Date" means the date of signature by the last Party to sign this     
Agreement.                                                                      

"Estimated Net Revenue" means, for a Clinical Study Support contract, which does
not stipulate a price per AD7C(TM) Test, the reasonable estimate made by        
Specialty in good faith of the gross amount due to Specialty pursuant to that   
contract for the performance of AD7C(TM) Tests, less any deductions for:        

    (a)  any discounts, credits, allowances and/or refunds provided for in the
contract;                                                   

  (b)  any established shipping, handling, or transportation charges to be
paid to an independent third party by Specialty; and        

(c)  any sales taxes separately billed or accounted for.              

If Specialty provides other services, assays or tests pursuant to a Clinical    
Study Support contract, only that portion of the gross amount which represents  
payment for AD7C(TM) Tests shall be considered Estimated Net Revenue.           

"Estimated Number of Tests" means, for a Clinical Study Support contract, which 
does not stipulate a price per AD7C(TM) Test, the reasonable estimate made by   
Specialty in good faith of the number of AD7C(TM) Tests to be performed by      
Specialty pursuant to that contract, less returns, re- dos or any "no           
charge"tests.                                                                   

"Improvement" means any advance, improvement or modification, whether or not    
patentable, in the conduct of the AD7C(TM) Test, including, but not limited to  
modifications of the method of conducting the AD7C(TM) Test or reagents used    
therein.                                                                        

"Know-How" means the information, knowledge and trade secrets relating to the   
AD7C(TM) Test,  its reagents, assays, operating procedures, test methods and    
technology.                                                                     

"Launch" means the date of the first commercial performance of the AD7C(TM) Test
by Specialty for a third party.                                                 

"Minimum Test Volume" means 75% of the reasonable estimate made by Specialty in 
good faith of the number of AD7C(TM) Tests it anticipates performing for        
Diagnostic Purposes for a given Contract Year.                                  

"Net Revenue" means the gross amount invoiced by Specialty in a given Billing   
Month for the performance of AD7C(TM) Tests for Diagnostic Purposes, less:      

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(a)  any usual discount, credit and/or refund;                        

(b)  any trade and discount allowances or credits actually given;     

(c)  any bad debts;                                                   

 (d)  any amount excluded or disallowed by Medicare, Medicaid or a third
party payer or insurance company;                           

    (e)  any established shipping, handling, or transportation charges paid to
an independent third party by Specialty; and                

(f)  any sales taxes separately billed or accounted for.              

If invoices include charges for assays, services or amounts which are not       
AD7C(TM) Tests, only that portion of the invoiced amount which represents       
AD7C(TM) Tests shall be considered Net Revenue.                                 

"Number of Tests" means the number of AD7C(TM) Tests invoiced by Specialty in   
each Billing Month, Billing Quarter or Contract Year, as appropriate, less      
returns, re-dos or any "no charge" invoices.                                    

"Nymox" means Nymox Corporation and its Affiliates.                             

"Party" means either Nymox or Specialty, or both, as will be apparent from the  
context.                                                                        

"Patents" means and collectively includes: (a) all of the United States and     
patent applications listed in Exhibit A to this Agreement, together with any    
reissues, extensions, continuations, divisions and continuations-in-part        
thereof, and (b) any additional patents or patent applications which Nymox may  
own or which Nymox may have or acquire the rights to license during the term of 
this Agreement and which contain one or more claims which cover any aspect of   
the AD7C(TM) Test.                                                              

"Specialty" means Specialty Laboratories, Inc. and its Affiliates.              

"Trademarks" means the trademarks listed in Exhibit B.                          

ARTICLE 2.     PURPOSE OF AGREEMENT                                             

The purpose of this agreement is to establish operations for the marketing and  
conducting of the AD7C(TM) Test by Specialty in Specialty's reference           
laboratories.                                                                   

ARTICLE 3.     CONFIDENTIALITY                                                  

3.01      USE OF CONFIDENTIAL INFORMATION                                       

Each Party will not use Confidential Information provided by the other Party for
any purpose other than the performance of this Agreement.                       

3.02      PROHIBITION ON THE DISCLOSURE OF CONFIDENTIAL INFORMATION TO THIRD    
PARTIES                                                     

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Each Party will treat Confidential Information provided by the other Party with 
the same degree of care as if it were its own confidential proprietary          
information and will not disclose such Confidential Information to any third    
party except as required by law, regulation, legal process or other governmental
authority or pursuant to this Agreement.                                        

3.03      EXCEPTIONS                                                            

A.        Information Already Known or Independently Developed                  

Confidential Information shall not include information which:                   

(a)  was known or used by the receiving Party, before disclosure, as  
evidenced by its written or other tangible records made prior to the time of    
receipt;                                                                        

  (b)  has become known to the public other than through disclosure by the
receiving Party;                                                                

(c)  a third Party having the right to disclose such information has  
lawfully disclosed to the receiving Party; or                                   

(d)  the receiving Party developed independently of the Confidential  
Information provided by the other Party as evidenced by the receiving Party's   
written or other tangible records.                                              

B.        Test Results                                                          

Specialty may disclose the results of the performance of an AD7C(TM) Test and   
its interpretation to anyone authorized by law to receive such results.         

C.        Consent to Disclose                                                   

A Party may disclose Confidential Information provided by the other Party with  
the written consent of the disclosing Party.                                    

D.        Requirements of Law                                                   

Nothing in this Agreement shall be deemed to prohibit the receiving Party from  
disclosing any Confidential Information that is required by law, as determined  
by the reasonable judgment of the receiving Party's attorney; provided, however,
that in the event of such legal requirement, prior to disclosing any            
Confidential Information, the receiving Party shall notify the other Party of   
the scope and source of such legal requirement and shall give the other Party   
the opportunity to challenge the need to disclose and/or limit the scope of the 
disclosed Confidential Information.                                             

3.04      DURATION OF THE OBLIGATION TO MAINTAIN CONFIDENTIALITY                

Each Party's obligations under this Article shall be in force during the term of
this Agreement and shall survive five (5) years after the termination or        
expiration of this Agreement.                                                   

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ARTICLE 4.  THE  LICENSE GRANT                                                  

4.01      SUBJECT MATTER OF THE LICENSE                                         

Nymox hereby grants to Specialty a license to utilize all Nymox proprietary     
technology, including its rights to the Patents and Know-How, necessary to      
conduct the AD7C(TM) Test in a reference laboratory.                            

4.02      NATURE OF THE LICENSE GRANTED                                         

A.        AD7C(TM) Test                                                         

Specialty's license to market and perform the AD7C(TM) Test shall include the   
following:                                                                      

     (a)  Specialty's license is semi-exclusive for conducting the AD7C(TM) Test
    for Diagnostic Purposes.  Nymox retains the right to conduct the
          AD7C(TM) Test for Diagnostic Purposes and the right to market, license
       and sell kits to third parties for conducting the AD7C(TM) Test for
          Diagnostic Purposes and to license its AD7C(TM) Test Patents, Know-How
 and technology to third parties in order to develop a kit for
conducting the AD7C(TM) Test.                               

    (b)  Specialty's license is exclusive for conducting the AD7C(TM) Test for
         Clinical Study Support.  Notwithstanding the foregoing, Nymox retains
     the right to conduct the AD7C(TM) Test in connection with Nymox's
       research and development activities, including Nymox's own clinical
          trials and third party clinical trials evaluating Nymox's therapeutics
          for Alzheimer's disease, and in connection with the clinical trials of
        a strategic partner of Nymox.  (It is understood for the purposes of
   this Paragraph that any agreement establishing such a strategic
        relationship shall include other substantive activities (e.g. equity
        investment, R&D funding etc.) beyond assay services for the clinical
 trials.) Nymox shall inform Specialty of the name of any such
    strategic partner in a timely manner and the number of strategic
      partners shall not exceed three. However, Nymox shall not have the
        right to market or sell any kits for conducting the AD7C(TM) Test in
     connection with any clinical trials or to grant licenses for that
purpose.                                                    

     Specialty shall have the right to conduct the AD7C(TM) Test on all specimen
   types, including but not limited to, cerebrospinal fluid (CSF), urine and
blood.                                                                

B.        Trademarks                                                            

Specialty's license includes the right to use the Nymox Trademarks, "AD7C(TM)"  
and "Nymox," in connection with the promotion, education, marketing and         
performance of the AD7C(TM) Test, subject to Nymox's right to approve marketing 
materials as set out below in Article 7.                                        

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4.03      TERRITORY                                                             

Specialty's license to conduct the AD7C(TM) Test and to use the Nymox and AD7C  
Trademarks is for the United States and its territories and possessions.        

4.04      TERM                                                                  

The initial term of the license is for twenty-four (24) months from the date of 
Launch by Specialty of the AD7C(TM) Test.  The parties anticipate that Specialty
will launch the AD7C(TM) Test within two months of the Effective Date.  The     
Agreement shall automatically renew for two (2) additional one (1) year terms,  
unless terminated earlier pursuant to Article 9.                                

4.05      NON-TRANSFERABLE; NO SUBLICENSING                                     

Specialty's license is not transferable or assignable and Specialty is not      
entitled to sublicense or to use this license as collateral or security in any  
lending, financing or other agreement.  Nymox shall not transfer or assign this 
Agreement, or any Nymox obligations under this Agreement, to any third party.   

4.06      LAUNCH REQUIREMENTS                                                   

In order to enable Specialty to achieve timely Launch, Nymox must fulfill its   
obligations under Paragraphs 11.02 (1), (2) and (3)  within ten (10) days of the
Effective Date of this Agreement.                                               

ARTICLE 5.               COMPENSATION TO NYMOX                                  

5.01      COMPENSATION FOR TESTS CONDUCTED FOR DIAGNOSTIC PURPOSES              

For AD7C(TM) Tests conducted by Specialty for Diagnostic Purposes, the          
compensation owed to Nymox by Specialty for each Billing Month will be          
calculated as follows:                                                          

(1)  Where the Average Price for the AD7C(TM) Tests conducted for     
Diagnostic Purposes for a Billing Month is more than $200:  

         Compensation = ($82 + 60% x (Average Price -$200)) x Number of Tests.

(2)  Where the Average Price for the AD7C(TM) Tests conducted for     
Diagnostic Purposes for that Billing Month is $200 or less: 

Compensation = $82 x  Number of Tests.                      

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5.02      COMPENSATION FOR TEST CONDUCTED FOR CLINICAL TRIALS                   

For AD7C(TM) Tests conducted by Specialty for Clinical Study Support, the       
compensation owed to Nymox by Specialty will be calculated and reported         
separately for each Clinical Support Study contract, on a quarterly basis.  For 
each Clinical Study Support contract executed by Specialty, the compensation to 
Nymox will be calculated for each Billing Quarter as follows:                   

  (1)  Where the Average Price for the AD7C(TM) Tests conducted under that
contract is more than $200:                                 

      Compensation = ($51.25 + 25% x (Average Price - $200)) x number of
tests actually conducted during that Billing Quarter        

 (2)  Where the Average Price for the AD7C(TM) Test conducted under that
contract is $200 or less:                                   

          Compensation = $51.25 x number of tests actually conducted during that
Billing Quarter.                                            

5.03      INTRODUCTION OF A KIT                                                 

If Nymox or a Nymox licensee introduces a kit for sale or license to third      
parties for conducting the AD7C(TM) Test for Diagnostic Purposes, Nymox and     
Specialty agree to renegotiate the compensation package in keeping with the     
spirit of this Agreement in order to enable Specialty to market and conduct the 
AD7C(TM) Test on a competitive basis with Nymox and third parties offering such 
kits.                                                                           

5.04      PAYMENT OF COMPENSATION                                               

Compensation payments will be made quarterly and will be due and payable within 
30 days of the closing of each calendar quarter.                                

Each compensation payment shall be accompanied by an itemized statement         
detailing how the compensation was calculated.                                  

For AD7C(TM) Tests conducted for Diagnostic Purposes, the itemized statement for
each compensation payment shall include for each Billing Month in that payment  
period:                                                                         

(a)  the Net Revenue, specifying the gross amount invoiced for the    
        performance of the AD7C(TM) Test by Specialty and the amount of each
deduction;                                                  

(b)  the Number of Tests; and                                         

(c)  the Average Price.                                               

For each Clinical Study Support contract, the itemized statement for each       
Billing Quarter shall include, as applicable, :                                 

    (a)  the Estimated Net Revenue, including the gross amount estimated to be
          invoiced for the performance of the AD7C(TM) Test by Specialty and the
estimated amount of each deduction;                         

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(b)  the Estimated Number of Tests;                                   

(c)  the Average Price; and                                           

 (d)  the number of tests actually conducted during the Billing Quarter.

5.05      RIGHT TO EXAMINE RECORDS                                              

During the term of this Agreement and for one year after its termination or     
expiration, Nymox shall have the right to retain an independent certified public
accounting firm, to which Specialty has no reasonable objection, to examine the 
relevant books and records of Specialty to verify the calculation and payment of
compensation owed to Nymox under this Agreement. Specialty may require the      
accounting firm to sign a confidential disclosure agreement before the          
examination is conducted. The accounting firm will only report the results of   
its examination with respect to the accuracy of the calculation, payment and    
reporting to Nymox (specifying any inaccuracies found) and shall not disclose to
Nymox any other information it obtained. Only one such examination may be       
conducted a year and any examination shall be conducted during reasonable       
business hours. Specialty agrees to cooperate with the examination and to       
provide any financial, business or laboratory records requested by the          
accounting firm or used by Specialty in calculating the compensation. The       
accounting firm shall give reasonable notice of an examination date sufficient  
to allow Specialty to organize its records. Nymox shall bear the costs of any   
such examination unless the examination results in an adjustment in its favor,  
which adjustment is at least the greater of $50,000 or more or 5% of the total  
compensation paid by Specialty for the payment period under examination, in     
which case Specialty will bear the cost of the examination.                     

Nymox and Specialty agree to be bound by the results of any such examination and
to pay to the other Party any sums found owing within 30 days of the examination
report.                                                                         

ARTICLE 6.  REIMBURSEMENT AND PRICE                                             

6.01      PRICE                                                                 

The Parties anticipate that Specialty will initially invoice the performance of 
the AD7C(TM) Test at the current market price of $400 per test, but recognize   
that Specialty may change the invoice price in the future because of cost       
factors, reimbursement patterns or other market considerations.                 

6.02      CLINICAL STUDY SUPPORT                                                

For AD7C(TM) Tests to be conducted by Specialty for Clinical Study Support,     
Specialty may negotiate contracts and set prices, for example, based on volume  
commitments.                                                                    

Both parties agree to review clinical studies on a case by case basis.          

Nymox has the right to review any proposed clinical study before Specialty      
enters into a Clinical                                                          

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Study Support contract with respect to such study and the right to approve the  
parties conducting them, such approval not to be unreasonably withheld. For any 
proposed Clinical Study Support contract, Specialty shall disclose to Nymox the 
names of the party(ies) who will be conducting the study and the nature of the  
study. Nymox shall notify Specialty within 10 days of receiving the relevant    
information from Specialty whether Nymox objects. Nymox must demonstrate a      
reasonable basis for any objection to the party(ies) conducting the study.      

Specialty agrees to make it a term of any Clinical Study Support contract that  
the other party agree that any AD7C(TM) Tests performed pursuant to that        
contract be only for the purposes of Clinical Study Support.                    

6.03      REIMBURSEMENT                                                         

The Parties agree to use reasonable efforts to share all information concerning 
reimbursement for the AD7C(TM) Test and to cooperate fully with each other about
obtaining reimbursement for the AD7C(TM) Test from physicians, hospitals,       
patients and third party payers.                                                

ARTICLE 7. MARKETING                                                            

7.01      SHARING MARKETING EXPENSES                                            

Nymox shall share all direct marketing and promotional costs incurred by        
Specialty on the following basis:                                               

     (a)  50%/50% for the direct marketing and promotional costs for the conduct
         of the AD7C(TM) Test for Diagnostic Purposes, provided that Specialty
         be reimbursed a minimum of $10,000 per year for such activities, with
    amounts above that being subject to Nymox's approval at its sole
discretion.                                                 

 (b)  0%(Nymox)/100%(Specialty) for the direct marketing and promotional
         costs for the conduct of the AD7C(TM) Test for Clinical Study Support
          purposes during any period when Specialty's license for Clinical Study
Support is exclusive; and                                   

(c)  50%/50% for the direct marketing and promotional costs for the   
         conducting of the AD7C(TM) Test for Clinical Study Support during any
          period when Specialty's license for Clinical Study Support purposes is
    nonexclusive, provided that Specialty be reimbursed a minimum of
       $10,000 per year for such activities, with amounts above that being
subject to Nymox's approval at its sole discretion.         

7.02      APPROVAL OF MARKETING STRATEGY                                        

Nymox has the right to review and approve Specialty's marketing materials and   
literature and marketing strategy which approval shall be given within 10 days  
of receiving all the relevant information from Specialty; any such approval     
shall not be unreasonably withheld.                                             

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7.03      SPECIALTY TRADEMARKS                                                  

Nothing herein shall restrict the right of Specialty to use its own trademarks  
and logos on any and all marketing materials, literature, invoices, reports and 
the like in connection with its license under this Agreement.                   

ARTICLE 8. PERFORMANCE TARGETS/CONVERSION TO NONEXCLUSIVE                       
LICENSE                                                   

8.01      SPECIALTY EFFORTS                                                     

Specialty shall use commercially reasonable efforts to market and conduct the   
AD7C(TM) Test.                                                                  

8.02      TEST VOLUME ESTIMATE                                                  

Before the start of each Contract Year, Specialty shall make a reasonable       
estimate in good faith of the number of AD7C(TM) Tests it anticipates performing
for Diagnostic Purposes and for Clinical Study Support purposes for a given     
Contract Year and give Nymox written notice of such estimate at least 30 days   
before the start of that Contract Year.                                         

8.03      COMPENSATION FOR FAILURE TO MEET MINIMUM TEST                         

If Specialty's actual Number of Tests in a Contract Year do not meet the Minimum
Test Volume for that Contract Year, Specialty shall have the right to maintain  
its semi-exclusive license rights for the following Contract Year by paying     
Nymox its lost compensation caused by the deficiency. The lost compensation     
would be calculated as follows:                                                 

(1)  Determine the shortfall in the number of tests:                  

   Annual Shortfall = Minimum Test Volume - Number of Tests in the
Contract Year                                               

(2)  Convert to monthly shortfall:                                    

Monthly Shortfall in Number of Tests = Annual Shortfall/12. 

     (3)  For each Billing Month in the Contract Year, use the Monthly Shortfall
  in Number of Tests as the "Number of Tests" in the appropriate
          Paragraph 5.01 formula in order to calculate the lost compensation for
that Billing Month.                                         

     (4)  Total the calculated lost compensation revenues for the Billing Months
of the Contract Year to arrive at the lost compensation.    

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The lost compensation would be due and payable within 30 days of the calendar   
quarter immediately following the end of the Contract Year in order for         
Specialty to maintain its semi-exclusive license for Diagnostic Purposes. If    
Specialty's failure to meet the Minimum Test Volume is due to Nymox's failure to
fulfil its obligations under Paragraph 11.04, or Nymox's failure or refusal to  
approve Specialty's marketing materials or strategy under Paragraph 7.02, then  
Paragraph 8.03 shall not apply.                                                 

8.04      FAILURE TO PAY COMPENSATION                                           

If Specialty fails to pay the lost compensation due pursuant to Paragraph 8.03, 
then Nymox has the option of either converting to nonexclusive Specialty's      
license for conducting the AD7C(TM) Test for Diagnostic Purposes or terminating 
that portion of the Agreement. Nymox shall give Specialty 90 days written notice
of its intent to exercise either option. Notwithstanding the foregoing, if      
Specialty's failure to meet the Minimum Test Volume is due to Nymox's failure to
fulfil its obligations under Paragraph 11.04 or Nymox's failure or refusal to   
approve Specialty's marketing materials or strategy under Paragraph 7.02, then  
Paragraph 8.04 shall not apply.                                                 

8.05      CONVERSION TO NONEXCLUSIVE LICENSE                                    

If Nymox exercises its option under Paragraph 8.04 to convert Specialty's       
license to nonexclusive and then licenses one or more third parties to conduct  
the AD7C(TM) Test, the compensation to Nymox from Specialty would be the lesser 
of:                                                                             

  (a)  the compensation which would have been due under this Agreement had
the license remained semi-exclusive; or                     

     (b)  the compensation as calculated under any applicable portions(s) of the
third party license.                                        

ARTICLE 9. TERMINATION                                                          

9.01      TERMINATION FOR MATERIAL BREACH                                       

Either Party has the right to terminate the Agreement for material breach by the
other Party upon thirty (30) days written notice specifying the breach. The     
other Party has thirty (30) days from the receipt of the notice to cure the     
breach, failing which the Agreement shall immediately terminate upon the sending
of a second notice of termination to the other Party. A material breach includes
(but is not limited to) a failure or refusal to pay compensation which is       
actually due and owing pursuant to Paragraphs 5.04 and 5.05.                    

9.02      TERMINATION FOR FAILURE TO LAUNCH TEST                                

Subject to Nymox having fulfilled its obligations under Paragraph 4.06, if      
Specialty does not launch the AD7C(TM) Test within two months following the     
Effective Date, Nymox can give Specialty 60 days notice of its intent to        
terminate this Agreement. If during that 60 day period, Specialty launches the  
AD7C(TM) Test, the Agreement shall not be terminated for this reason.           

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9.03      TERMINATION FOR FAILURE TO PAY LOST COMPENSATION REVENUE              

If Specialty fails to pay Nymox lost compensation due pursuant to Paragraph 8.03
and Nymox gives Specialty notice of its intent to terminate the Diagnostic      
Purpose portion of Agreement pursuant to Paragraph 8.04, Nymox may so terminate 
if Specialty has not paid the lost compensation within the 90 day notice period.
If during that 90 day period, Specialty pays the lost compensation, all license 
rights under this Agreement shall continue in full force and effect.            

9.04      TERMINATION ON BANKRUPTCY                                             

A.        Nymox may elect to terminate this Agreement upon Specialty becoming   
         bankrupt, making an assignment in bankruptcy or an assignment for the
     benefit of its creditors, coming under receivership, whether as a
       result of court order, the provisions of a contract or agreement or
     government action or otherwise being unable to meet its financial
obligations as they become due.                             

B.        In the event of Nymox becoming bankrupt, entering into bankruptcy     
      proceedings (voluntary or otherwise) or coming under receivership,
         Specialty may elect to retain its license rights under this Agreement
       if the trustee, receiver or other entity so authorized by a federal
     bankruptcy court, seeks to reject Specialty's license.  Upon such
         election, the rights and remedies of the Parties shall continue to be
governed by the terms of this Agreement.                    

9.05      TERMINATION FOR FORCE MAJEURE                                         

Should force majeure as described in Paragraph 15.01 make substantial           
performance of this Agreement impossible for more than one hundred and eighty   
(180) then the Party not affected by the force majeure may give a thirty (30)   
day notice of termination of this Agreement pursuant to Paragraph 15.01 and if  
the Party affected is unable to restore substantial performance of this         
Agreement in that thirty (30) day notice period, the Agreement shall be         
terminated.                                                                     

9.06      TERMINATION FOR COMPETITOR ACQUIRING CONTROL                          

If a Competitor acquires control of Specialty during the term of this Agreement,
Nymox may terminate this Agreement on three (3) months written notice to        
Specialty.                                                                      

9.07      EFFECT OF TERMINATION OR EXPIRATION                                   

Upon the termination or expiration of this Agreement, Specialty shall:          

    (a)  return to Nymox any unused reagents, antibodies, proteins, specimens,
        protocols, promotional material and other property provided by Nymox
    for the conducting of the AD7C(TM) Test, provided that copies or
samples may be retained by Specialty for record purposes;   

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   (b)  cease receiving specimens which are provided to Specialty solely for
       conducting the AD7C(TM) Test and cease conducting the AD7C(TM) Test
     with the exception of conducting AD7C(TM) Tests on specimens that
         Specialty had already received prior to the termination or expiration
of this Agreement;                                          

  (c)  cease using the "AD7C(TM)" and "Nymox" trademarks and marketing the
AD7CT(TM) Test.                                             

It shall not be considered "use" or "marketing" to continue use of the          
Trademarks in Specialty's then-current catalog or previously printed marketing  
materials which include assays or services other than the AD7C(TM) Test,        
provided that Specialty shall remove the Trademarks from all catalogs and       
marketing materials at the next scheduled revision.                             

The termination or expiration of this Agreement shall not affect any rights or  
obligations which may have accrued to either Party prior to the termination or  
expiration date, including the obligation for compensation as outlined in       
Article 5.                                                                      

Upon the termination or expiration of this Agreement, all rights that Nymox     
licensed to Specialty under this Agreement revert to Nymox in their entirety,   
subject only to Specialty's retained rights pursuant to Paragraph 10.01 which   
shall remain in effect following termination or expiration.  It is understood   
that this paragraph applies only to the termination of the Agreement in its     
entirety, and not to termination of the Diagnostic Purposes portion of the      
Agreement pursuant to Paragraph 9.03.                                           

ARTICLE 10.  IMPROVEMENTS                                                       

10.01     SPECIALTY'S IMPROVEMENTS                                              

If Specialty makes any Improvements during the term of this Agreement, it shall 
disclose such Improvements to Nymox in a timely manner, and such Specialty      
Improvements shall become the property of Nymox.  Specialty shall thereafter    
have the right to use such Specialty Improvements according to the terms of     
Specialty's license under this Agreement, without payment of any additional     
compensation for the use of any such Specialty Improvement(s).  Specialty shall 
execute any documents necessary for Nymox to secure its property interests in   
the Specialty Improvements.                                                     

In addition, Specialty shall retain an irrevocable, fully-paid, royalty-free,   
nonexclusive worldwide license to practice the Specialty Improvements in all    
areas and applications outside the subject matter of this license during the    
term of this Agreement and following its termination or expiration, to the      
fullest extent permitted by applicable law                                      

Nothing in this Agreement shall be construed as granting to Specialty any       
express or implied license or right under any of the Patents after the          
expiration or termination of this Agreement.                                    

10.02     NYMOX IMPROVEMENTS                                                    

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If Nymox makes any Improvements during the term of this Agreement, it shall     
promptly disclose such Improvements to Specialty, and Specialty shall thereafter
have the right to use such Nymox Improvements according to the terms of its     
license under this Agreement.                                                   

ARTICLE 11.  RESPONSIBILITIES OF THE PARTIES                                    

11.01     SPECIALTY'S RESPONSIBILITIES                                          

Specialty's responsibilities under this Agreement include:                      

  (1)  at its expense, specimen collection and shipping, specimen storage,
reporting of results, billings and collections and any other
additional related tasks that the Parties may agree upon;   

(2)  at its expense, performance of the AD7C(TM) Test, including the  
        provision of the necessary personnel, supplies (other than the Nymox
 reagents and materials referred to in Paragraph 11.02(3)) and
equipment;                                                  

(3)  at its expense, inclusion of the AD7C(TM) Test in Specialty's    
directory of services;                                      

  (4)  at its share of the expenses as set out in Article 7, marketing and
promotional activities for the AD7C(TM) Test; and           

   (5)  at its expense, the wages and benefits of Specialty personnel during
          their training by Nymox in connection with performance of the AD7C(TM)
Test.                                                       

11.02     NYMOX'S RESPONSIBILITIES                                              

Nymox's responsibilities under this Agreement include:                          

(1)  at its expense, provision of AD7C(TM) Test protocols, sufficient 
       clinical specimens for assay validation, quality control procedures
       and technology transfer as may be required for Specialty to perform
      the AD7C(TM) Test to Nymox's specifications and to obtain AD7C(TM)
  Test results consistent with those obtained by Nymox personnel
experienced in conducting the AD7C(TM) Test;                

(2)  at its expense, training of such Specialty personnel as may be   
          required for Specialty to perform the AD7C(TM) Test to specifications;

  (3)  at its expense, supply of the Nymox proprietary and non-proprietary
       materials and reagents needed for Specialty to perform the AD7C(TM)
Test as further specified in Paragraph 11.04;               

(4)  at its expense, provision of technical support, including        
       interpretation support, technical service support, and confirmation
 testing to be conducted by Nymox at the request of Specialty;

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  (5)  at its share of the expenses as set out in Article 7, assisting the
          marketing and promotional activities for the AD7C(TM) Test carried out
       by Specialty, including assisting with the preparation of Specialty
promotional materials for the AD7C(TM) Test, as requested by
        Specialty, and approving all Specialty promotional materials for the
         AD7C(TM) Test, such approval not to be unreasonably withheld pursuant
to Paragraph 7.02; and                                      

   (6)  at its expense, sole responsibility for payment of any license fees,
         royalties or other compensation which may be owed to a third party to
secure the right to market and perform the AD7C(TM) Test.   

11.03     SHARED TRAVEL AND ACCOMMODATION EXPENSES                              

Specialty and Nymox agree to share any travel and accommodation expenses 50%/50%
incurred prior to the Effective Date as a result of either Party's personnel    
having to travel to the other Party's facilities for training, technology       
transfer, quality control or other reason relating to the performance of the    
AD7C(TM) Test to specifications.  Any future such travel expenses shall be      
shared 50%/50% only if mutually agreed upon in advance.                         

11.04     SUPPLY OBLIGATIONS                                                    

Nymox shall supply to Specialty all materials and reagents necessary for the    
conduct of the AD7C(TM) Test as the conduct of the test is specified by Nymox.  
All such materials and reagents shall meet all specifications and quality       
requirements then in effect for Nymox's own conduct of the AD7C(TM) Test and,   
Nymox shall provide Specialty with its data and specifications concerning the   
stability and shelf life of  the materials and reagents, including any changes  
or new information, on an ongoing basis.                                        

During the period prior to the start of the Contract Year, Nymox shall supply   
materials and reagents to Specialty every two (2) months, in an amount          
sufficient to conduct at least 500 AD7C(TM) Tests. Such materials and reagents  
shall have a shelf life of no less than two (2) months.                         

During each Contract Year, Nymox shall supply materials and reagents to         
Specialty on a quarterly basis, in amounts sufficient for Specialty to conduct  
one-fourth (1/4) of the test volume estimates in Paragraph  8.02.  Such         
materials and reagents shall have a shelf life of no less than three months.    

In the event Specialty needs additional quantities of materials and reagents,   
Specialty shall notify Nymox in writing of its additional needs, and Nymox shall
use reasonable efforts to supply the materials and reagents in a timely manner. 

11.05     LIMITATIONS ON LIABILITY                                              

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In no event shall either Party be liable to the other in contract, tort, product
liability or otherwise for special, indirect, incidental, consequential or      
punitive damages.                                                               

Each Party is responsible for:                                                  

  (1)  the safety of its own employees and agents while engaged in work at
its own facility pursuant to this Agreement, and            

(2)  any liability for damages or personal injuries, including death, 
          resulting from work conducted by that Party's own employees and agents
  pursuant to this Agreement, without any warranty, liability or
         indemnification on the part of the other Party unless such damages or
       personal injuries are due to the negligence or wilful misconduct of
such other Party or employees or agents of such other Party.

11.06     INFRINGEMENT                                                          

A.        Notice of Suspected Patent Infringement                               

Specialty shall promptly inform Nymox in writing of any suspected infringement  
of the Patents by a third party and Nymox shall make reasonable efforts with the
cooperation of Specialty to ascertain in a timely manner whether the third party
is infringing or has infringed the Patents. Nymox shall communicate in writing  
the results of its investigation into the suspected infringement to Specialty.  

B.        Purported Patent Infringement                                         

If the result of Nymox's investigation is that Nymox believes an infringement   
has occurred, is occurring or on reasonable ground is believed likely to occur, 
Nymox will have six months either to halt such infringement (including by       
licensing such third party if Specialty's license has been converted to         
nonexclusive pursuant to Paragraph 8.04 or by written agreement by such third   
party to cease any infringement) or to initiate litigation against the          
infringing third party (including authorizing Specialty, with Specialty's       
consent, to initiate such litigation). Specialty agrees that it will, at        
Nymox's request and expense, furnish reasonable cooperation and assistance.     

C.        Nymox's Failure or Refusal to Take Action Within Six Months           

Nymox may initiate infringement litigation with respect to Patent(s) owned by   
Nymox relating to the AD7C(TM) Test, in the sole discretion of Nymox. In the    
event that Nymox, for any reason, does not halt the infringement or initiate    
litigation within the six months as set out in Paragraph 11.06(B), Specialty's  
compensation obligations shall be reduced by one-half until the infringement is 
discontinued and Specialty may elect, in its discretion, to bring an action in  
its own name, or, if required by law to bring such action in the name of the    
holder of the patent, in the name of Nymox. If Specialty elects to bring an     
action against an alleged infringer under this paragraph, Nymox will cooperate  
with Specialty in the litigation and Specialty shall bear the cost and expenses 
incurred in                                                                     

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relation to the litigation subject to Specialty's right to withhold and be      
forgiven compensation payments which otherwise would be payable to Nymox, not to
exceed Specialty's out-of-pocket expenses for bringing and maintaining such     
action.  From such time as the infringement ceases (whether voluntarily or by   
court order), Specialty's full compensation obligations to Nymox would resume.  

D.        Infringement Proceedings                                              

No settlement, consent judgement, or other voluntary disposition of the         
litigation which may have an adverse effect on the rights of one party may be   
entered into without the consent of that Party.                                 

The Party initiating any infringement litigation, whether with or without the   
consent of the other Party, shall bear the costs of litigation against          
infringers (subject to Specialty's rights to withhold compensation under        
Paragraph 11.06(C)) and shall receive all damages and recoveries awarded in such
instance; provided, however, that in the event of such an award to Specialty,   
Nymox shall first be paid the amount of the withheld compensation (if any).     

ARTICLE 12.  QUALITY CONTROL                                                    

12.01     STANDARD OF QUALITY                                                   

Specialty shall conduct the AD7C(TM) Tests in compliance with Nymox's written   
specifications and standard operating procedures (provided that such have been  
conveyed to Specialty in writing) and to the standards of a fully-certified     
reference laboratory.                                                           

12.02     QUALITY CONTROL Specialty acknowledges that Nymox has the right to    
ensure that Specialty performs the AD7C(TM) Test to the standard of quality set 
out in Paragraph 12.01 and agrees to cooperate fully with Nymox's exercise of   
that right.  Without limiting this general right, Nymox has the specific rights 
to:                                                                             

    (1)  have Specialty furnish Nymox with any pertinent information about its
 procedures, records, notes and results for the AD7C(TM) Test,
          including such information about specific test results (subject to any
     legal requirements to maintain patient confidentiality) to enable
      Nymox to verify Specialty's compliance with Paragraph 12.01 in the
event of any apparent discrepancies or, in the absence of   
discrepancies, not more than once per Contract Year;        

 (2)  have Specialty supply Nymox with samples of specimens, reagents or
other material or supplies for Nymox's own testing for the  
          verification of Paragraph 12.02(1), to the extent reasonably available
and not needed for other Specialty testing; and             

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  (3)  upon ten (10) days written notice and at a mutually agreeable time,
 not more than once per Contract Year, to inspect any facility
       conducting or assisting in the conducting of AD7C(TM) Tests and any
        laboratory records, documents, reports or other information relating
        to the conducting of AD7C(TM) Tests, test any reagents, equipment or
        other supplies and material used in the conducting of AD7C(TM) Tests
  (to the extent reasonably available and not required for other
         Specialty testing, and provided that Specialty approve the competence
        and qualification of any person prior to allowing tests of Specialty
          equipment) and interview any laboratory personnel directly involved in
the conducting of AD7C(TM) Tests.                           

ARTICLE 13.  EFFECT OF LICENSING AGREEMENT                                      

13.01     NO AGENCY RELATIONSHIP ESTABLISHED                                    

Neither Party would be an agent, representative, contractor nor employee of the 
other.                                                                          

13.02     NO TRANSFER OF INTELLECTUAL PROPERTY RIGHTS                           

Nymox retains all of its patent rights, trademarks, copyrights, trade secrets   
and other proprietary rights covering or relating to the AD7C(TM) Test and      
nothing in this Agreement shall be construed as assigning, alienating or        
transferring any of these rights to Specialty, except as specifically provided  
in the license grants of this Agreement.                                        

13.03  NO SALE OF PROPRIETARY REAGENTS                                          

Nymox retains ownership to any proprietary reagents it supplies to Specialty    
under the terms of this Agreement.  Specialty agrees to use any reagents        
supplied by Nymox for the conducting of the AD7C(TM) Test pursuant to this      
Agreement and not to give, transfer or sell any of these reagents to any third  
party without the written consent of Nymox.                                     

ARTICLE 14.  REPRESENTATIONS AND WARRANTIES                                     

14.01     WARRANTY OF RIGHTS IN THE SUBJECT MATTER OF LICENSE                   

Nymox warrants that it owns the rights to the Patents listed in Exhibit A and   
the Trademarks listed in Exhibit B to this Agreement and that it has the        
authority to grant licenses to use these Patents and Trademarks and its Know-How
concerning the AD7C(TM) Test and its performance as provided herein.            

14.02     WARRANTY OF SUPPLIES                                                  

Nymox warrants that the AD7C(TM) Test materials and reagents it supplies to     
Specialty will meet the internal specifications and quality requirements used by
Nymox for those materials and reagents at the time they are shipped.            

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14.03     DISCLAIMER OF WARRANTY                                                

Other than the warranties set out in Paragraph 14.01 and 14.02, Nymox makes no  
express or implied warranties about the AD7C(TM) Test materials supplied by     
Nymox and used by Specialty pursuant to this Agreement or about the AD7C(TM)    
Test, including but not limited to the implied warranties of merchantability and
fitness for a particular purpose.                                               

14.04     REPRESENTATIONS                                                       

A.        Nymox represents to Specialty that, to the best knowledge of Nymox, as
of the Effective Date:                                      

(1)  There are no claims, actions, suits or proceedings, pending or   
          threatened, which relate in any way to the marketing or performance of
the AD7C(TM) Test;                                          

(2)  There are no claims, actions, suits or proceedings, pending or   
          threatened, which allege that marketing or performance of the AD7C(TM)
          Test infringes the patent, trademark or other rights of a third party;
and                                                         

(3)  Nymox is not aware of any third party patent(s) which would be   
        infringed by Specialty's marketing an/or performance of the AD7C(TM)
Test.                                                       

B.        Specialty represents to Nymox that:                                   

     (1)  Prior to Launch, Specialty will have clinically validated the AD7C(TM)
Test; and                                                   

  (2)  Specialty shall treat the AD7C(TM) Test in the same manner as other
     tests included in Specialty's directory of services and agrees to
comply with applicable regulatory requirements.             

ARTICLE 15. MISCELLANEOUS PROVISIONS                                            

15.0      FORCE MAJEURE                                                         

The performance by either Party of any covenants or obligations to be performed 
under this Agreement shall be excused by reason of strikes or other labor       
disturbances, riots, fires, floods, earthquakes, accidents, wars, embargoes,    
delays of carriers, inability to obtain materials from sources of supply, or    
acts, injunctions or restraints of governments or any cause beyond the control  
of the Parties preventing such performance whether similar or dissimilar to the 
foregoing, provided, however, that:                                             

 (1)  the Party affected shall inform the other of the occurrence of the
force majeure condition as soon as practicable;             

(2)  the Party affected shall exert its reasonable diligent efforts to
eliminate or cure or overcome any such causes and to resume 
        performance of its covenants and obligations as soon as practicable;
and                                                         

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 (3)  should the force majeure condition make substantial performance of
         this Agreement impossible for more than one hundred eighty (180) days
    then the Party not affected may give a thirty (30) day notice of
        termination of this Agreement and if the Party affected is unable to
         restore substantial performance of this Agreement in that thirty (30)
day notice period, the Agreement shall be terminated.       

15.0      PUBLIC STATEMENTS                                                     

Nymox and Specialty shall mutually develop and approve in writing any press     
releases or announcements about this Agreement or about any activities by either
Party relating to this Agreement. Neither Party shall publicly disclose the     
specific terms of this Agreement except as required by law or regulation or with
the consent of the other Party or unless there has been a prior public          
disclosure of the information by the other Party.                               

15.03     NOTICES                                                               

Any notice or other communication required by this Agreement shall be in writing
and shall be effective if hand delivered or if sent by certified or registered  
mail or by facsimile transmission to the following locations until notified     
otherwise in writing.                                                           

Nymox Pharmaceutical Corporation                                                

Attention: President                                                  
Nymox Pharmaceutical Corporation                                      
9900 Boul. Cavendish, Suite 306                                       
Saint Laurent Quebec                                                  
Canada  H4M 2V2                                                       
FAX: (514) 332-2227                                                   

Specialty Laboratories, Inc.                                                    

Attention: President                                                  
Specialty Laboratories, Inc.                                          
2211 Michigan Avenue                                                  
Santa Monica, CA  90409-3900                                          
FAX: (310) 828-9413                                                   

A notice is effective on the date of delivery to the Party. Delivery is deemed  
to have occurred on the day of delivery by courier, or upon facsimile           
transmission with confirmation, or on the fifth day after the date of sending   
the notice by registered mail.                                                  

15.04     GOVERNING LAW                                                         

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This Agreement shall be governed by, construed and enforced in accordance with  
the laws of the State of California.                                            

15.05     DISPUTE RESOLUTION                                                    

In the event of any controversy or claim arising out of or relating to any      
provisions of this Agreement or the breach thereof, the Parties shall try to    
settle those conflicts amicably between themselves.  Should they fail to agree, 
the matter in dispute shall be settled through arbitration conducted by and in  
accordance with the rules of the American Arbitration Association ("A.A.A.").   

Either Party may furnish the other party with a dated, written notice (the      
"Arbitration Notice") indicating (I) intent to commence arbitration proceedings,
(ii) the nature, with reasonable detail, of the dispute, (iii) the amount       
involved, if any, and (iv) the remedy sought.  The arbitration shall be held at 
a neutral place mutually agreeable to the parties.  Within thirty (30) days of  
the date of the Arbitration Notice, each party shall select one (1) Arbitrator, 
who shall not be a current or former employee, agent, consultant or other       
representative of either party; the two selected Arbitrators shall appoint a    
third, neutral, Arbitrator.                                                     

The arbitration award shall be final and binding.  Either party may enter any   
such award in a court having jurisdiction or may make application to such court 
for judicial acceptance of the award and an order of enforcement, as the case   
may be.                                                                         

15.06     CURRENCY                                                              

All references to money in the Agreement refer to U.S. dollars and all payments 
made under this Agreement shall be in that currency.                            

15.07     PARTIAL INVALIDITY                                                    

If any provision of this Agreement be held invalid, illegal or unenforceable,   
such invalidity, illegality or unenforceability shall not affect any other      
provision of this Agreement and the Parties shall use reasonable efforts to     
substitute a valid, legal and enforceable provision which, as far as            
practicable, implements the purposes and intent of the provision held invalid,  
illegal or unenforceable.  If the Parties are unable to arrive at such a        
substitute, this Agreement shall be construed as if such invalid, illegal or    
unenforceable provision had never been contained in it, provided that the       
performance required under this Agreement with such a provision deleted remains 
substantially consistent with the intent of the Parties.                        

15.08     WAIVER                                                                

Failure to require performance of any provision of this Agreement does not waive
a Party's right to demand compliance with that provision at a later time.       
Waiver of any default shall not waive any other default.                        

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15.08     ENTIRE AGREEMENT                                                      

This Agreement contains the entire agreement between the Parties with respect to
the subject matter covered by this Agreement.  No representations, whether oral 
or written, made before this Agreement is executed shall amend this Agreement.  
Any modification or amendment to this Agreement shall be in writing and signed  
by an authorized officer of each Party.                                         

IN WITNESS THEREOF, the undersigned have executed this Agreement as of the dates
set forth below:                                                                

ACCEPTED AND AGREED TO:                                                         

     Nymox Corporation                              Specialty Laboratories, Inc.

--------------------------------------------------------------------------------
Paul Averback                                  Paul Beyer             
President                                      President              

EXHIBIT A:  PATENTS LICENSED TO SPECIALTY                                       

U.S Patent Number                       Title                                   
-----------------                       -----                                   
5,830,670                               Neural Thread Protein Gene Expression   
                                    and Detection of Alzheimer's Disease

U.S. Patent Application Number          Title                                   
------------------------------          -----                                   
08/450,673                              Neural Thread Protein Gene Expression   
                                    and Detection of Alzheimer's Disease

08/469,629                              Neural Thread Protein Gene Expression   
                                    and Detection of Alzheimer's Disease

08/340,426                              Method of Detecting Neurological Disease
              or Dysfunction

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EXHIBIT B:  TRADEMARKS LICENSED TO SPECIALTY                                    
The Trademark             AD7C(TM)                                              

The trademarks on this page are reasonable facsimiles of the actual Trademarks. 

Nymox will furnish Specialty with materials necessary for reproduction of the   
actual Trademarks on Specialty promotional materials.                           

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘20-F’ Filing	Date	First	Last	Other Filings

Filed on:	5/14/99			None on these Dates
	1/19/99	1
For Period End:	12/31/98
	7/8/98	3
				List all Filings

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Filing Submission 0000950123-99-004650 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Nymox Pharmaceutical Corp – ‘20-F’ for 12/31/98 – EX-10.6

As of: Friday, 5/14/99 · For: 12/31/98 · Accession #: 950123-99-4650 · File #: 1-12033

Previous ‘20-F’: ‘20-F’ on 5/8/98 for 12/31/97 · Next: ‘20-F’ on 5/15/00 for 12/31/99 · Latest: ‘20-F’ on 5/2/23 for 12/31/22

Annual Report of a Foreign Private Issuer — Form 20-FFiling Table of Contents

EX-10.6 — Sole Non-Exclusive License and Supply Agreement

Dates Referenced Herein and Documents Incorporated by Reference

Annual Report of a Foreign Private Issuer — Form 20-F
Filing Table of Contents