Nymox Pharmaceutical Corp – ‘20-F’ for 12/31/99

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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                      69    272K 
 2: EX-10.10    Research and License Agreement                        29     95K 
 3: EX-27.0     Financial Data Schedule                                1      8K 

20-F   —   Nymox Pharmaceutical Corporation
Document Table of Contents

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Form 20 - F 

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

or

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

or

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

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

Registrant: File Number: 001-12033

CIK: 0001018735 

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

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

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

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

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

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

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

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

 Yes [X]                                  No [ ]

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

  Item 17 [ ]                             Item 18  [X]

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS                       

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

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

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

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

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

-    manage its growth and the commercialization of its products,     

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

-    successfully compete in its markets,                             

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

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

-    achieve regulatory clearances for its products,                  

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

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

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

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

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

PART I                                                                          

ITEM 1.  DESCRIPTION OF BUSINESS                                                

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

INTRODUCTION                                                                    

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

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

DIAGNOSTIC PRODUCTS FOR ALZHEIMER'S DISEASE                                     

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

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

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

AD7C(TM) TEST                                                                   

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

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

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

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

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

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

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

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

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

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

OTHER BIOCHEMICAL INDICATORS OF ALZHEIMER'S DISEASE                             

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

DEVELOPMENT OF THERAPEUTIC PRODUCTS FOR ALZHEIMER'S DISEASE                     

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

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

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

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

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

DRUGS TARGETING SPHERONS                                                        

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

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

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

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

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

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

NEURAL THREAD PROTEIN BASED DRUGS                                               

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

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

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

NEW ANTIBACTERIAL AGENTS AGAINST INFECTIONS AND FOOD CONTAMINATION              

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

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

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

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

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

-    NXT-1021 for the treatment of staphylococcal infection.          

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

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

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

Nymox has patent rights to these and other antibacterial agents.                

HISTORY OF THE COMPANY                                                          

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

Nymox's principal executive offices are located at:                             

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

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

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ACQUISITION OF A CONTROLLING INTEREST IN SEREX, INC.                            

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

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

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

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

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

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

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

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

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

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

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SIGNIFICANT RISKS THAT COULD MATERIALLY IMPACT OUR OPERATIONS                   

GOVERNMENTAL REGULATION                                                         

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

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

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

i)    clinical testing;                                                 

ii)   design control procedures;                                        

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

iv)   postmarketing record and reporting obligations; and               

v)    good manufacturing practices.                                     

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

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

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

Product Evaluation.                                                   

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

Optimization of Product Formulation.                                  

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

Clinical Screening and Evaluation.                                    

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

Final Product Development.                                            

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

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

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

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

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

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

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

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

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

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

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

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

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

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

PATENTS AND PROPRIETARY INFORMATION                                             

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

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

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

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

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

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

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

o    promising diagnostic markers for Alzheimer's disease; and        

o    anti-infective agents.                                           

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

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

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

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

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

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

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

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

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

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

COMPETITION                                                                     

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

MARKETING                                                                       

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

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

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

ITEM 2.  DESCRIPTION OF PROPERTY                                                

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

b)   Not applicable.                                                  

ITEM 3.  LEGAL PROCEEDINGS                                                      

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

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

ITEM 4.  CONTROL OF REGISTRANT                                                  

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

                                                                [Download Table]


                                      Number of Common         Percent of 
                                       Shares owned by          Class of  
Name of Shareholder                     Shareholder          Common Shares
-------------------                   ----------------       -------------
                                                                          

Dr. Paul Averback                        12,643,895             60.6%     

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


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

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

c)   Not applicable.                                                  

ITEM 5.  NATURE OF TRADING MARKET                                               

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

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

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                                                                [Download Table]


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

               2nd Quarter             $8.375                 $5.750    

               3rd Quarter             $7.375                $2.5625    

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

               2nd Quarter             $4.188                 $2.750    

               3rd Quarter             $4.750                 $2.500    

1999           4th Quarter             $4.625                 $2.500    
----        ----------------      ----------------       ---------------
2000           1st Quarter            $10.563                 $4.000    
----        ----------------      ----------------       ---------------

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

ITEM 6. EXCHANGE CONTROLS AND OTHER LIMITATIONS AFFECTING SECURITY HOLDERS      

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

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

ITEM 7. TAXATION                                                                

UNITED STATES FEDERAL INCOME TAXATION                                           

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

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

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

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  -    estates the income of which is subject to the United States federal
income taxation regardless of its source and                

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

This discussion does not deal with:                                             

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

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

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

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

DIVIDENDS PAID ON COMMON SHARES                                                 

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

DISPOSITION OF COMMON SHARES                                                    

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

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PASSIVE FOREIGN INVESTMENT COMPANY                                              

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

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

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

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

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

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

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

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

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

FUTURE DEVELOPMENTS                                                             

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

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

CANADIAN FEDERAL INCOME TAXATION                                                

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

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

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

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

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

CANADIAN RESIDENTS                                                              

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

Tax Treatment of Capital Gains and Capital Losses for Canadian Residents        

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

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

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

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

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Tax Treatment of Dividends Received by Canadian Residents                       

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

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

SHAREHOLDERS WHO ARE NOT RESIDENTS OF CANADA                                    

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

Dividends Paid To Non-Residents of Canada                                       

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

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

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

Tax Treatment of Capital Gains of Non-Residents of Canada                       

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

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

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

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

ITEM 8.  SELECTED FINANCIAL DATA                                                

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

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

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

                                                        [Enlarge/Download Table]


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

[FN]                                                                            

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

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

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

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

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

</FN>                                                                           

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

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

                                                                [Download Table]


PERIOD ENDED   Dec.31/95    Dec.31/96   Dec.31/97   Dec.31/98   Dec.31/99 
------------   ----------   ----------  ----------  ----------  ----------
                                                                          

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

Average        $1.3725      $1.3638     $1.3849     $1.4836     $1.4858   

High           $1.4238      $1.3822     $1.4398     $1.5770     $1.5302   

Low            $1.3285      $1.3310     $1.3357     $1.4075     $1.4440   


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

GENERAL                                                                         

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

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

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

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

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

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

LIQUIDITY AND CAPITAL RESOURCES                                                 

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

RESULTS OF OPERATIONS                                                           

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

Revenue                                                                         

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

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

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

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Expenses                                                                        

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

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

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

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

LIQUIDITY AND CAPITAL RESOURCES                                                 

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

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

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

Revenue                                                                         

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

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

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Expenses                                                                        

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

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

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

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

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

Revenue                                                                         

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

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

Expenses                                                                        

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

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

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

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

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

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

ITEM 9A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK            

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

ITEM 10.  DIRECTORS AND OFFICERS                                                

a)   The directors and executive officers of NYMOX are:               

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

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

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

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

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

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

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

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

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

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ITEM 11.  COMPENSATION OF OFFICERS AND DIRECTORS                                

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

Summary Compensation Table                                                      
(expressed in Canadian dollars)                                                 

                                                        [Enlarge/Download Table]


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

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

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


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

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

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

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

ITEM 12.  OPTIONS TO PURCHASE SECURITIES FROM REGISTRANT OR SUBSIDIARIES        

Options and Warrants                                                            

                                                        [Enlarge/Download Table]


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


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                                                                [Download Table]

                                                

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

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


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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ITEM 13. INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS.                        

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

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

PART II                                                                         

ITEM 14. DESCRIPTION OF SECURITIES TO BE REGISTERED                             

a)   Not applicable                                                   

b)   Not applicable                                                   

c)   Not applicable                                                   

PART III                                                                        

ITEM 15. DEFAULTS UPON SENIOR SECURITIES                                        

Not applicable                                                                  

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

Not applicable                                                                  

PART IV                                                                         

ITEM 17. FINANCIAL STATEMENTS                                                   

Not applicable                                                                  

ITEM 18. FINANCIAL STATEMENTS                                                   

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

ITEM 19. FINANCIAL STATEMENTS AND EXHIBITS                                      

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

At and for the year ended December 31, 1999:                                    

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

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

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

SIGNATURES                                                                      

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

                                                NYMOX PHARMACEUTICAL CORPORATION

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

                                           Paul Averback, MD
                                          Title: President

Date: May 15, 2000                                                              

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EXHIBIT INDEX                                                                   
NYMOX PHARMACEUTICAL CORPORATION                                                
Form 20-F Annual Report                                                         

                                                        [Enlarge/Download Table]


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

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

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

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

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

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

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

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

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

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

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

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

    27.0     Financial Data Schedule                                            Filed Herewith


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Consolidated Financial Statements of

NYMOX PHARMACEUTICAL
 CORPORATION

Years ended December 31, 1999, 1998 and 1997

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AUDITORS' REPORT TO THE SHAREHOLDERS                                            

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

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

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

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

/s/ KPMG                                                                        
Chartered Accountants                                                           

Montreal, Canada                                                                
March 17, 2000                                                                  

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NYMOX PHARMACEUTICAL CORPORATION                                                

Consolidated Financial Statements                                               

Years ended December 31, 1999, 1998 and 1997                                    

                                                                [Download Table]

                                                                                 

FINANCIAL STATEMENTS                                                             

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

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

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

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

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


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NYMOX PHARMACEUTICAL CORPORATION                                                
Consolidated Balance Sheets                                                     

December 31, 1999 and 1998                                                      
(in US dollars)                                                                 

                                                                [Download Table]

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

See accompanying notes to consolidated financial statements.                    

On behalf of the Board:                                                         

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

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NYMOX PHARMACEUTICAL CORPORATION                                                
Consolidated Statements of Earnings                                             

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

                                                                [Download Table]

                                                 1999          1998          1997 
                                          -----------   -----------   ----------- 
                                                                                  
Revenues:                                                                         

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

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


See accompanying notes to consolidated financial statements                     

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NYMOX PHARMACEUTICAL CORPORATION                                                
Consolidated Statements of Deficit                                              

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

                                                                [Download Table]

                                        1999            1998            1997 
                                ------------    ------------     ----------- 
                                                                             
Deficit, beginning of year      $(12,256,479)   $ (7,415,759)    $(3,791,804)

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

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

See accompanying notes to consolidated financial statements.                    

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NYMOX PHARMACEUTICAL CORPORATION                                                
Consolidated Statements of Cash Flows                                           

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

                                                        [Enlarge/Download Table]

                                                          1999          1998          1997 
                                                   -----------   -----------   ----------- 
                                                                                           

Cash flows from operating activities:                                                      

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

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

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

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

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

See accompanying notes to consolidated financial statements                     

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NYMOX PHARMACEUTICAL CORPORATION                                                
Notes to Consolidated Financial Statements                                      

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

1.   ORGANIZATION AND BUSINESS ACTIVITIES:                                      

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

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

The Corporation is listed on the NASDAQ Stock Market.                 

2.   SIGNIFICANT ACCOUNTING POLICIES:                                           

(a)  Consolidation and change in measurement currency:                

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

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

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

(b)  Short-term investments:                                          

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

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NYMOX PHARMACEUTICAL CORPORATION                                                
Notes to Consolidated Financial Statements, Continued                           

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

2.   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):                               

(c)  Capital assets:                                                  

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

                                                                [Download Table]


 Asset                                            Method         Rate
 -----                                            ------         ----
                                                                     
Computer equipment                         Straight-line          20%
Laboratory equipment                       Straight-line          20%
Office equipment and fixtures              Straight-line          20%


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

(d)  Research and development expenditures:                           

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

(e)  Foreign exchange:                                                

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

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NYMOX PHARMACEUTICAL CORPORATION                                                
Notes to Consolidated Financial Statements, Continued                           

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

2.   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):                               

(f)  Stock-based compensation plan:                                   

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

(g)  Use of estimates:                                                

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

(h)  Loss per share:                                                  

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

(i)  Statement of cash flows:                                         

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

3.   NOTES RECEIVABLE:                                                          

                                                                [Download Table]

                                                            1999       1998
                                                        --------   --------
                                                                           
Note receivable, unsecured, non-interest bearing,                          
  payable on demand                                     $ 38,800   $ 38,800

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


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NYMOX PHARMACEUTICAL CORPORATION                                                
Notes to Consolidated Financial Statements, Continued                           

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

3.   NOTES RECEIVABLE (CONTINUED):                                              

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

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

4.   CAPITAL ASSETS:                                                            

                                                                [Download Table]

                                                    1999                  
                                  ----------------------------------------

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

                                                                [Download Table]

                                                    1998                  
                                  ----------------------------------------

                                                 Accumulated      Net book
                                        Cost    depreciation         value
                                  ----------    ------------    ----------
                                                                          

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


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NYMOX PHARMACEUTICAL CORPORATION                                                
Notes to Consolidated Financial Statements, Continued                           

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

5.   NOTE PAYABLE:                                                              

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

6.   SHARE CAPITAL:                                                             

                                                                [Download Table]


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


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

                                                                [Download Table]


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

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NYMOX PHARMACEUTICAL CORPORATION                                                
Notes to Consolidated Financial Statements, Continued                           

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

6.   SHARE CAPITAL (CONTINUED):                                                 

(b)  Private placements:                                              

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

(c)  Common Stock Purchase Agreement:                                 

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

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

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

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

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

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NYMOX PHARMACEUTICAL CORPORATION                                                
Notes to Consolidated Financial Statements, Continued                           

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

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

6.   SHARE CAPITAL (CONTINUED):                                                 

(d)  Warrants:                                                        

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

                                                        [Enlarge/Download Table]


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


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

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

(e)  Stock options:                                                   

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

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NYMOX PHARMACEUTICAL CORPORATION                                                
Notes to Consolidated Financial Statements, Continued                           

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

6.   SHARE CAPITAL (CONTINUED):                                                 

(e)  Stock options (continued):                                       

          Changes in outstanding options were as follows for the last two fiscal
periods:                                                    

                                                                [Download Table]

                                            Weighted     Weighted
                                             average      average
                                            exercise     exercise
                               Number          price        price
                            ---------    -----------  -----------
                                              (CAN$)        (US$)
                                                                 
Balance, December 31, 1997   1,834,000   $      5.48  $      3.80

Granted                        125,000          6.58         4.56

Exercised                      (33,000)         3.25         2.25

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

Granted                        351,500          5.37         3.72

Exercised                      (98,900)         3.25         2.25

Expired                        (55,000)         9.57         6.63

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

                                                        [Enlarge/Download Table]

At December 31, 1999, options outstanding and exercisable were as follows:                     

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

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NYMOX PHARMACEUTICAL CORPORATION                                                
Notes to Consolidated Financial Statements, Continued                           

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

7.   COMMITMENTS:                                                               

(a)  Operating leases:                                                

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

                                                                [Download Table]

                                                                    
2000                                                        $103,000
2001                                                          53,000
2002                                                          37,000
2003                                                           6,000
                                                            --------
                                                            $199,000
                                                            ========

(b)  Research funding:                                                

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

                                                                [Download Table]


                                                                    
2000                                                        $172,000
2001                                                         172,000
2002                                                          43,000
                                                            --------
                                                            $387,000
                                                            ========

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

(c)  License agreement:                                               

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

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NYMOX PHARMACEUTICAL CORPORATION                                                
Notes to Consolidated Financial Statements, Continued                           

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

8.   INCOME TAXES:                                                              

Details of the components of income taxes are as follows:             

                                                        [Enlarge/Download Table]

                                                    1999          1998          1997 
                                                    ----          ----          ---- 
                                                                                     
Loss before income taxes:                                                            

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

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


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

                                                                [Download Table]

                                                      Federal  Provincial
                                                      -------  ----------
                                                                         
Non-capital losses:                                                      

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

Scientific research and development expenditures:                        
        (Indefinitely)                              1,149,000   2,794,000

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NYMOX PHARMACEUTICAL CORPORATION                                                
Notes to Consolidated Financial Statements, Continued                           

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

8.   INCOME TAXES (CONTINUED):                                                  

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

                                                                [Download Table]

                                       
2005                          $  18,000
2006                            201,000
2007                            103,000
2008                              8,000

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

                                                                [Download Table]

                                        
2011                          $  460,000
2012                           1,730,000
2018                           2,700,000
2019                             950,000

9.   FINANCIAL INSTRUMENTS:                                                     

(a)  Foreign currency risk management:                                

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

(b)  Credit risk:                                                     

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

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NYMOX PHARMACEUTICAL CORPORATION                                                

Notes to Consolidated Financial Statements, Continued                           

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

9.   FINANCIAL INSTRUMENTS (CONTINUED):                                         

(c)  Fair value disclosure:                                           

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

10.  CANADIAN/U.S. REPORTING DIFFERENCES:                                       

(a)  Consolidated statements of earnings:                             

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

                                                                [Download Table]

                                               1999          1998           1997 
                                        -----------   ------------  -------------
                                                                                 
Net loss, Canadian GAAP                 $(3,314,296)  $(4,783,213)  $(3,463,906) 
Adjustments:                                                                     

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

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NYMOX PHARMACEUTICAL CORPORATION                                                
Notes to Consolidated Financial Statements, Continued                           

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

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

(b)  Consolidated shareholders' equity:                               

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

                                                                [Download Table]

                                                  1999          1998          1997 
                                            ----------   -----------   ----------- 
                                                                                   

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

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

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

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


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

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

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NYMOX PHARMACEUTICAL CORPORATION                                                
Notes to Consolidated Financial Statements, Continued                           

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

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

(b) Consolidated shareholders' equity (continued):                    

(iii) Change in reporting currency:                           

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

(c) Other disclosures required by United States GAAP:                 

(1)   Development stage company:                              

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

                                                        [Enlarge/Download Table]

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

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

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NYMOX PHARMACEUTICAL CORPORATION                                                
Notes to Consolidated Financial Statements, Continued                           

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

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

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

(1)  Development stage company (continued):                 

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

                                                        [Enlarge/Download Table]

                                                               Additional                             
                                                      Consi-      Paid-in   Accumulated               
                                          Shares    deration      Capital       Deficit         Total 
                                       ---------   ----------    ---------   -----------   -----------
                                                                                                      
Year ended July 31, 1990:                                                                             

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

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

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

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

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

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

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

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

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


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NYMOX PHARMACEUTICAL CORPORATION                                                
Notes to Consolidated Financial Statements, Continued                           

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

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

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

(1)  Development stage company (continued):                 

                                                        [Enlarge/Download Table]

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

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

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

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

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

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

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

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

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

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NYMOX PHARMACEUTICAL CORPORATION                                                
Notes to Consolidated Financial Statements, Continued                           

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

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

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

(2)  Income taxes:                                          

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

                                                                [Download Table]

                                               1999          1998 
                                        -----------   ----------- 
                                                                  
 Scientific research and experimental                             
   development                          $   662,000   $   596,000 

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

 Investment tax credits                     330,000       321,000 

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

There are no material deferred tax liabilities.   

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

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NYMOX PHARMACEUTICAL CORPORATION                                                
Notes to Consolidated Financial Statements, Continued                           

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

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

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

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

(3)  Stock-based compensation:                              

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

                                                                [Download Table]


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

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


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

(4)  Short-term investments:                                

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

(5)  Comprehensive income:                                  

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

22

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NYMOX PHARMACEUTICAL CORPORATION                                                
Notes to Consolidated Financial Statements, Continued                           

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

11.  SEGMENT DISCLOSURES:                                                       

Geographic segment information was as follows:                        

                                                                [Download Table]

                                                                    United 
                                               Canada               States 
                                          -----------          ----------- 
                                                                           
Revenues:                                                                  
    1999                                  $    40,963          $   149,240 
    1998                                      168,761              104,804 
    1997                                       53,022               17,033 

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

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


12.  UNCERTAINTY DUE TO THE YEAR 2000 ISSUE:                                    

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

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NYMOX PHARMACEUTICAL CORPORATION                                                
Notes to Consolidated Financial Statements, Continued                           

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

13.  SUBSEQUENT EVENTS:                                                         

(a)  Business acquisition:                                            

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

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

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

(b)  Private placement:                                               

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

24

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘20-F’ Filing		Date		First		Last			Other Filings
		6/1/09		57
		5/13/09		36		57
		1/22/09		57
		12/19/07		57
		10/31/07		57
		8/13/06		57
		4/30/06		57
		1/17/06		57
		11/30/04		30		56
		5/13/04		38
		3/6/04		29		69
		2/28/04		18
		1/8/04		69
		8/31/03		18
		1/8/03		69
		11/9/02		57
		1/8/02		69
		3/1/01		38
		1/8/01		69
Filed on:		5/15/00		40					6-K
		5/13/00		38
		5/1/00		54
		4/18/00		34
		3/31/00		19		36			6-K,  6-K/A
		3/17/00		43
		3/14/00		29		30
		3/2/00		9		69
		2/29/00		30		41			F-1
		2/4/00		38
		2/3/00		19
		1/8/00		69
		1/1/00		27		63
For Period End:		12/31/99		1		69
		12/23/99		38
		12/13/99		3		6
		11/30/99		30
		11/19/99		19
		11/12/99		30		55
		11/1/99		41
		9/16/99		19
		8/5/99		18		53
		6/10/99		9
		6/1/99		38
		5/28/99		7
		5/14/99		41					20-F
		5/13/99		33		38
		2/1/99		52
		1/22/99		38		39
		12/31/98		26		69			20-F
		11/9/98		38
		1/1/98		67
		12/31/97		26		69			20-F
		12/19/97		38
		12/1/97		19		29
		10/31/97		37		38
		12/31/96		26		65
		12/9/96		41					20FR12B/A,  20FR12G/A
		8/13/96		37
		4/30/96		37
		1/17/96		36		37
		12/31/95		26		65
		12/18/95		19		29
		8/1/95		27
		7/31/95		26		64
		7/31/94		26		64
		7/31/93		64
		7/31/92		64
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