List Of By-laws - NYMOX PHARMACEUTICAL CORP - 2-29-2000

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					EXHIBIT 3.1 NYMOX PHARMACEUTICAL CORPORATION LIST OF BY-LAWS
No. 1 Relating generally to the conduct of the affairs of the Corporation. May 30, 1995 BY LAW NO. I A by-law relating generally to the transaction of the business and affairs of

NYMOX PHARMACEUTICAL CORPORATION CONTENTS SECTION I --- INTERPRETATION SECTION II --- BUSINESS OF THE CORPORATION SECTION III --- BORROWING AND SECURITIES SECTION IV --- DIRECTORS SECTION V --- COMMITTEES SECTION VI --- OFFICERS SECTION VII --- PROTECTION OF DIRECTORS, OFFICERS AND OTHERS SECTION VIII --- SHARES SECTION IX --- MEETINGS OF SHAREHOLDERS SECTION X --- NOTICES SECTION XI --- EFFECTIVE DATE BE IT ENACTED as a by-law of the Corporation as follows: SECTION I INTERPRETATION 1.1 DEFINITIONS - In the by-laws of the Corporation, unless the context otherwise requires: "Act" means the Canada Business Corporations Act and any statute that may be substituted therefor, as from time to time amended; "Appoint" includes "elect" and vice versa; "Articles" means the articles attached to the certificate of incorporation dated May 30, 1995 of the Corporation as from time to time amended or restated; "Board" means the board of directors of the Corporation; "By-laws" means this by-law and all other by-laws of the Corporation from time to time in force and effect; E-64

"Meeting of shareholders" means an annual meeting of shareholders and a special meeting of shareholders; "special meeting of shareholders" means a special meeting of all shareholders entitled to vote at an annual meeting of shareholders; "Non-business day" means Saturday, Sunday and any other day that is a holiday as defined in the Interpretation Act (Canada); "Recorded address" means in the case of a shareholder his address as recorded in the securities register; and in the case of joint shareholders the address appearing in the securities register in respect of such joint holding or the first address so appearing if there are more than one; and in the case of a director, officer, auditor or member of a committee of the board, his latest address as recorded in the records of the Corporation; "address" includes in all cases a telex number; "Signing officer" means, in relation to any instrument, any person authorized to sign the same on behalf of the Corporation by subsection 2.4 or by a resolution passed pursuant thereto; "Unanimous shareholder agreement" means a written agreement among all the shareholders of the Corporation; or among all such shareholders and a person who is not a shareholder, that restricts in whole or in part, the powers of the directors to manage the business and affairs of the Corporation, as from time to time amended. Save as aforesaid, words and expressions defined in the Act have the same meanings when used herein; and words importing the singular number include the plural and vice versa; words importing gender include the masculine, feminine and neuter genders; and words importing persons include individuals, bodies corporate, partnerships, trusts and unincorporated organizations. SECTION II BUSINESS OF THE CORPORATION 2.1 REGISTERED OFFICE - Until changed in accordance with the Act, the registered office of the Corporation shall be located in the limits of the judicial district stipulated in the articles and at such address in the same district as the board may choose from time to time. 2.2 CORPORATE SEAL - Unless the Corporation adopts one by resolution of the board, the Corporation shall have no corporate seal. 2.3 FINANCIAL YEAR - Until changed by the boars, the financial year of the Corporation shall end on the last day of July in each year. 2.4 EXECUTION OF INSTRUMENTS - Deeds, transfers, assignments, contracts, obligations, certificates and other instruments may be signed on behalf of the Corporation by the chairman of the board president, managing director, director, secretary or as the directors may otherwise authorize, from time to time, by resolution. Any such authorization may be general or confined to specific instances. In addition, the board may from time to time direct the manner in which the person or persons by whom any particular instrument or class of instruments may or shall be signed. Any signing officer may affix the corporate seal to any instrument requiring the same. E-65

2.5 DECLARATIONS - The president, any vice-president, treasurer, secretary, secretary-treasurer general manager, chairman of the board, managing-director, or any other officer or person nominated for the purpose by the president or any vice-president are, and any one of them is authorized and empowered to appear and make answer for, on behalf and in the name of the Corporation to all writs, orders and interrogatories upon articulated facts issued out of any court and to declare for, on behalf and in the name of the Corporation any answer to writs of attachment by way of garnishment in which the Corporation is garnishee and to make all affidavits and sworn declarations in connection therewith or in connection with any and all judicial proceedings to which the Corporation is a party and to make demands of abandonment or petitions for winding-up or bankruptcy orders upon any debtor of the Corporation and to attend and vote at all meetings of creditors of the Corporation's debtors and grant proxies in connection therewith, and may generally do all such things in respect thereof as they deem to be in the best interests of the Corporation. 2.6 BANKING ARRANGEMENTS - The banking business of the Corporation including, without limitation, the borrowing of money and the giving of security therefor, shall be transacted with such banks, trust companies or other bodies corporate or organizations as may from time to time be designated by or under the authority of the board. Such banking business or any part thereof shall be transacted under such agreements, instructions and delegations of power as the board may from time to time prescribe or authorize. 2.7 VOTING RIGHTS IN OTHER BODIES CORPORATE - The signing officers of the Corporation may execute and deliver proxies and arrange for the issuance of voting certificates or other evidence of the right to exercise the voting rights attaching to any securities held by the Corporation. Such instruments, certificates or other evidence shall be in favour of such person or persons as may be determined by the officers executing such proxies or arranging for the issuance of voting certificates or such other evidence of the right to exercise such voting rights. In addition, the board may from time to time, direct the manner in which and the person or persons by whom any particular voting rights or class of voting rights may or shall be exercised. SECTION III BORROWING AND SECURITIES 3.1 BORROWING POWER - The Board of Directors has the borrowing powers provided by the Law. E-66

SECTION IV DIRECTORS 4.1 NUMBER OF DIRECTORS AND QUORUM - Until changed in accordance with the Act, the board shall consist of not fewer than five (5) and not more than fifteen (15) directors. The directors may from time to time, fix by resolution the quorum for meetings of the board of directors and, until otherwise decided by resolution of the board, and under reserve of any unanimous shareholders agreement, a quorum for all meetings of the board shall consist of a majority of the number of directors then in office. 4.2 QUALIFICATION - No person shall be qualified for election as a director if he is less than eighteen (18) years of age; if he is of unsound mind and has been so found by a court in Canada or elsewhere; if he is not an individual; or if he has the status of a bankrupt. A director need not be a shareholder. A majority of the directors shall be resident Canadians. 4.3 ELECTION, NUMBER AND TERM - The election of directors shall take place at the first meeting of shareholders and at each annual meeting of shareholders and all the directors then in office shall retire but, if qualified, shall be eligible for re-election. The number of directors to be elected at any such meeting shall be the number of directors then in office unless the directors or the shareholders otherwise determine. The election shall be by resolution. If an election of directors is not held at the proper time, the incumbent directors shall continue in office until their successors are elected. 4.4 REMOVAL OF DIRECTORS - Subject to the provisions of the Act and to the provisions of any unanimous shareholders agreement, the shareholders may by ordinary resolution passed at a special meeting remove any director from office and the vacancy created by such removal may be filled at the same meeting, failing which it may be filled by the directors. 4.5 VACATION OF OFFICE - A director ceases to hold office when: he dies; he is removed from office by the shareholders; he ceases to be qualified for election as a director; or his written resignation is sent or delivered to the Corporation, or if a time is specified in such resignation, at the time so specified, whichever is later. 4.6 VACANCIES - Subject to the Act, a quorum of the board may fill a vacancy in the board except a vacancy resulting from an increase in the minimum number of directors or from a failure of the shareholders to elect the minimum number of directors. In the absence of a quorum of the board, or if the vacancy has arisen from a failure of the shareholders to elect the minimum number of directors, the board shall forthwith call a special meeting of shareholders to fill the vacancy. If the board fails to call such meeting or if there are no such directors then in office, any shareholder may call the meeting. 4.7 ACTION BY THE BOARD - Subject to any unanimous shareholder agreement, the board shall manage the business and affairs of the Corporation. Subject to subsection 4.8, the powers of the board may be exercised by resolution passed at a meeting at which a quorum is present or by resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of the board. Where there is a vacancy in the board, the remaining directors may exercise all the powers of the board so long as a quorum remains in office. E-67

4.8 MEETINGS BY TELEPHONE - If all the directors consent, a director may participate in a meeting of the board or of a committee of the board by means of such telephone or other communication facilities as permit all persons participating in the meeting to hear each other, and a director participating in such a meeting by such means is deemed to be present at the meeting Any such consent shall be effective whether given before or after the meeting to which it relates and may be given with respect to all meetings of the board and of committees of the board held while a director holds office. 4.9 PLACE OF MEETINGS - Meetings of the board may be held at any place in or outside Canada unless the directors decide otherwise by unanimous resolution. 4.10 CALLING OF MEETINGS - Meetings of the board shall be held from time to time and at such place as the board, the chairman of the board, the managing director, the president or any two directors may determine. 4.11 NOTICE OF MEETING - Notice of the time and place of each meeting of the board shall be given in the manner provided in subsection 10.1 to each director not less than forty-eight (48) hours before the time when the meeting is to be held. A notice of a meeting of directors need not specify the purpose of, or the business to be transacted at the meeting except where the Act requires such purpose or business to be specified, including any proposal to: (a) submit to the shareholders any question or matter requiring approval of the shareholders; (b) fill a vacancy among the directors or in the office of auditor; (e) issue securities; (f) declare dividends; (g) purchase, redeem or otherwise acquire shares of the Corporation; (h) pay a commission for the sale of shares; (g) approve a management proxy circular; (h) approve a take-over bid circular or directors' circular; (i) approve any annual financial statements; or (j) adopt, amend or repeal by-laws. A director may in any manner waive notice of or otherwise consent to a meeting of the board and attendance of a director at a meeting of directors is a waiver of notice of the meeting except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called. E-68

4.12 FIRST MEETING OF NEW BOARD - Provided a quorum of directors is present, each newly elected board may without notice hold its first meeting immediately following the meeting of shareholders at which such board is elected. 4.13 ADJOURNED MEETING - Notice of an adjourned meeting of the board is not required if the time and place of the adjourned meeting is announced at the original meeting. 4.14 REGULAR MEETINGS - The board may appoint a day or days in any month or months for regular meetings of the board at a place and hour to be named. A copy of any resolution of the board fixing the place and time of such regular meetings shall be sent to each director forthwith after being passed, but no other notice shall be required for any such regular meeting except where the Act requires the purpose thereof or the business to be transacted thereat to be specified. 4.15 CHAIRMAN - The chairman of any meeting of the board shall be the first mentioned of such of the following officers as have been appointed and who is a director and is present at the meeting: chairman of the board, managing director, president, or a vice-president who is a director. If no such officer is present, the directors present shall choose one from amongst them to be chairman. 4.16 VOTES TO GOVERN - At all meetings of the board every question shall be decided by a majority of the votes cast on the question. In the event of a tie the chairman of the meeting shall not be entitled to a second or casting vote. 4.17 CONFLICT OF INTEREST - A director or officer who is a party to, or who is a director or officer of or has a material interest in any person who is a party to, a material contract or proposed material contract with the Corporation, shall disclose the nature and extent of his interest at the time and in the manner provided by the Act. 4.18 REMUNERATION AND EXPENSES - Subject to any unanimous shareholder agreement, the directors shall be paid such remuneration for their services as the board may from time to time determine. The directors shall also be entitled to be reimbursed for travelling and other expenses properly incurred by them in attending meetings of the board or any committee thereof. Nothing herein contained shall preclude any director from serving the Corporation in any other capacity and receiving remuneration therefor. 4.19 ONLY ONE DIRECTOR - Where the Corporation has only one (1) director, that director shall constitute the board and a meeting. SECTION V COMMITTEES 5.1 COMMITTEE OF DIRECTORS - The board may appoint a committee of directors, however designated, and delegate to such committee any of the powers of the board except those which, under the Act, a committee of directors has no authority to exercise. A majority of the members of such committee shall be resident Canadians. 5.2 TRANSACTION OF BUSINESS - Subject to the provisions of subsection 4.8, the powers of a committee of directors may be exercised by a meeting at which a quorum is present or by resolution in writing signed by all the members of such committee who would have been entitled to vote on that resolution at a meeting of the committee. Meetings of such committee may be held at any place in or outside Canada. E-69

SECTION VI OFFICERS 6.1 APPOINTMENT - Subject to any unanimous shareholder agreement, the board may, from time to time, appoint a president, one or more vice-presidents (to which title may be added words indicating seniority or function), a secretary, a treasurer and such other officers as the board may determine, including one or more assistants to any of the officers so appointed. The board may specify the duties of and, in accordance with this by-law and subject to the provisions of the Act, delegate to such officers powers to manage the business and affairs of the Corporation. Subject to subsections 6.2 and 6.3, an officer may but need not be a director and one person may hold more than one office. 6.2 CHAIRMAN OF THE BOARD - The board may, from time to time, also appoint a chairman of the board who shall be a director. If appointed, the board may assign to him any of the powers and duties that are by any provisions of this by-law assigned to the managing director or to the president; and he shall, subject to the provisions of the Act, have such other powers and duties as the board may specify. During the absence or disability of the chairman of the board, his duties shall be performed and his powers exercised by the managing director, if any, or by the president. 6.3 MANAGING DIRECTOR - The board may, from time to time, appoint a managing director who shall be a resident Canadian and a director. If appointed, he shall be the chief executive officer and, subject to the authority of the board, shall have general supervision of the business and affairs of the Corporation; and he shall, subject to the provisions of the Act, have such other powers and duties as the board may specify. During the absence or disability of the president, or if no president has been appointed, the managing director shall also have the powers and duties of that office. 6.4 PRESIDENT - If appointed, the president shall be the chief operating officer and, subject to the authority of the board, shall have general supervision of the business of the Corporation; and he shall have such other powers and duties as the board may specify. During the absence or disability of the managing director, or if no managing director has been appointed, the president shall also have the powers and duties of that office. 6.5 VICE-PRESIDENT - A vice-president shall have such powers and duties as the board or the chief executive officer may specify. 6.6 SECRETARY - The secretary shall attend and be the secretary of all meetings of the board shareholders and committees of the board and shall enter or cause to be entered in records kept for that purpose minutes of all proceedings thereat; he shall give or cause to be given, as and when instructed, all notices to shareholders, directors, officers, auditors and members of committees of the board; he shall be the custodian of the stamp or mechanical device generally used for affixing the corporate seal of the Corporation and of all books, papers, records, documents and instruments belonging to the Corporation, except when some other officer or agent has been appointed for that purpose; and he shall have such other powers and duties as the board or the chief executive officer may specify. E-70

6.7 TREASURER - The treasurer shall keep proper accounting records in compliance with the Act and shall be responsible for the deposit of money, the safekeeping of securities and the disbursement of the funds of the Corporation; he shall render to the board whenever required an account of all his transactions as treasurer and of the financial position of the Corporation; and he shall have such other powers and duties as the board or the chief executive officer may specify. 6.8 POWERS AND DUTIES OF OTHER OFFICERS - The powers and duties of all other officers shall be such as the terms of their engagement call for or as the board or the chief executive officer may specify. Any of the powers and duties of an officer to whom an assistant has been appointed may be exercised and performed by such assistant, unless the board or the chief executive officer otherwise directs. 6.9 VARIATION OF POWERS AND DUTIES - The board may, from time to time and subject to the provisions of the Act, vary, add to or limit the powers and duties of any officer. 6.10 TERM OF OFFICE - The board, in its discretion, but subject to the provisions of any unanimous shareholders agreement may remove any officer of the Corporation, without prejudice to such officer's rights under any employment contract. Otherwise each officer appointed by the board shall hold office until his successor is appointed. 6.11 TERMS OF EMPLOYMENT AND REMUNERATION - The terms of employment and the remuneration of officers appointed by the board shall be settled by it from time to time. 6.12 CONFLICT OF INTEREST - An officer shall disclose his interest in any material contract or proposed material contract with the Corporation in accordance with subsection 4.18. 6.13 AGENTS AND ATTORNEYS - The board shall have power from time to time to appoint agents or attorneys for the Corporation in or outside Canada with such powers of management or otherwise including the power to sub-delegate as may be thought fit. 6.14 FIDELITY BONDS - The board may require such officers, employees and agents of the Corporation as the board deems advisable to furnish bonds for the faithful discharge of their powers and duties, in such form and with such surety as the board may from time to time determine. SECTION VII PROTECTION OF DIRECTORS, OFFICERS AND OTHERS 7.1 LIMITATION OF LIABILITY - No director or officer shall be liable for the acts, receipts, neglects or defaults, of any other director or officer or employee, or for joining in any receipt or other act for conformity, or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired for or on behalf of the Corporation or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Corporation shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortuous acts of any person with whom any of the moneys, securities or effects of the Corporation shall be deposited, or for any loss occasioned by any error of judgment or oversight on his part, or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of his office or in relation thereto, unless the same are occasioned by his own willful neglect or default; provided that nothing herein shall relieve any director or officer from the duty to act in accordance with the Act and the regulations thereunder or from liability for any breach thereof. E-71

7.2 INDEMNITY - Subject to the limitations contained in the Act, the Corporation shall indemnify a director or officer, a former director or officer, or a person who acts or acted at the Corporation's request as a director or officer of a body corporate of which the Corporation is or was a shareholder or creditor (or a person who undertakes or has undertaken any liability on behalf of the Corporation or any such body corporate) and his heirs and legal representatives against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a director or officer of the Corporation or such body corporate, if (a) he acted honestly and in good faith with a view to the best interests of the Corporation; and (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing that his conduct was lawful. SECTION VIII SHARES 8.1 ALLOTMENT - The board may, from time to time, allot or grant options to purchase the whole or any part of the authorized and unissued shares of the Corporation at such times and to such persons and for such consideration as the board shall determine, provided that no share shall be issued until it is fully paid as prescribed by the Act. 8.2 COMMISSIONS - The board may from time to time authorize the Corporation to pay a commission to any person in consideration of his purchasing or agreeing to purchase shares of the Corporation, whether from the Corporation or from any other person, or procuring or agreeing to procure purchasers for any such shares. 8.3 REGISTRATION OF TRANSFER - Subject to the provisions of the Act, no transfer of shares shall be registered in a securities register except upon presentation of the certificate representing such shares with a transfer endorsed thereon or delivery therewith duly executed by the registered holder or by his attorney or successor duly appointed, together with such reasonable assurance or evidence of signature, identification and authority to transfer as the board may from time to time prescribe, upon payment of all applicable taxes and any fees prescribed by the board, upon compliance with such restrictions on transfer as are authorized by the articles and the by-laws. E-72

8.4 LIEN FOR INDEBTEDNESS - If the articles provide that the Corporation shall have a lien on shares registered in the name of a shareholder indebted to the Corporation, such lien may be enforced, subject to any other provision of the articles and to any unanimous shareholder agreement, by the sale of the shares thereby affected or by any other action, suit, remedy or proceeding authorized or permitted by law or by equity and, pending such enforcement, may refuse to register a transfer of the whole or any part of such shares. 8.5 SHARE CERTIFICATES - Every holder of one or more shares of the Corporation shall be entitled, at his option, to a share certificate, or to a non-transferable written acknowledgment of his right to obtain a share certificate, stating the number and class or series of shares held by him as shown on the securities register. Share certificates and acknowledgments of a shareholder's right to a share certificate, respectively, shall be in such form as the board shall from time to time approve. Any share certificate shall be signed in accordance with subsection 2.4 and need not be under the corporate seal; unless the board otherwise determines that certificates representing shares in respect of which a transfer agent and/or registrar has been appointed shall not be valid unless countersigned by or on behalf of such transfer agent and/or registrar. The signature of one of the signing officers or, in the case of share certificates which are not valid unless countersigned by or on behalf of a transfer agent and/or registrar, the signatures of both signing officers, may be printed or mechanically reproduced in facsimile upon share certificates and every such facsimile signature shall for all purposes be deemed to be the signature of the officer whose signature it reproduces and shall be binding upon the Corporation. 8.6 REPLACEMENT OF SHARE CERTIFICATES - The board or any officer or agent designated by the board may in its or his discretion direct the issue of a new share certificate in lieu of and upon cancellation of a share certificate that has been mutilated or in substitution for a share certificate claimed to have been lost, destroyed or wrongfully taken, upon payment of such fee, not exceeding three dollars, upon providing for the indemnification and reimbursement of expenses and upon proof of loss of said share certificate as the board may from time to time prescribe, whether generally or in any particular case. 8.7 JOINT SHAREHOLDERS - If two or more persons are registered as joint holders of any share the Corporation shall not be bound to issue more than one certificate in respect thereof, and delivery of such certificate to one of such persons shall be sufficient delivery to all of them. Any one of such persons may give effectual receipts for the certificate issued in respect thereof or for any dividend, bonus, return of capital or other money payable or warrant issuable in respect of such share. 8.8 DECEASED SHAREHOLDERS - In the event of the death of a holder, or of one of the joint holders, of any share, the Corporation shall not be required to make any entry in the securities register in respect thereof or to make payment of any dividends thereon except upon production of all such documents as may be required by law and upon compliance with the reasonable requirements of the Corporation and its transfer agents. E-73

SECTION IX MEETINGS OF SHAREHOLDERS 9.1 ANNUAL MEETINGS - The annual meeting of shareholders shall be held at such time in each year and, subject to subsection 9.3, at such place as the board, the chairman of the board, the managing director or the president may from time to time determine, for the purpose of considering the financial statements and reports required by the Act to be placed before the annual meeting, electing directors, appointing auditors and for the transaction of such other business as may properly be brought before the meeting. 9.2 SPECIAL MEETINGS - The board, the chairman of the board, the managing director or the president shall have power to call a special meeting of shareholders at any time. The president or the secretary of the Corporation shall, upon receipt of a request signed by the registered holders of at least fifty-one percent (51%) of the issued voting shares of the Corporation, call a special general meeting of the shareholders of the Corporation by way of written notice given in accordance with subsection 10.1 accompanied by an agenda specifying the date, time, place and purpose of the meeting, to be addressed to each shareholder having the right to vote at such meeting. 9.3 PLACE OF MEETINGS - Meetings of shareholders shall be held at the registered office of the Corporation or elsewhere in the municipality in which the registered office is situated or, if the board shall so determine, at some other place in Canada or, if all the shareholders entitled to vote at the meeting so agree, at some place outside Canada. 9.4 NOTICE OF MEETINGS - Notice of the time and place of each meeting of shareholders shall be given in the manner provided in subsection 10.1 not less than twenty-one (21) nor more than fifty (50) days before the date of the meeting to each director, to the auditor and to each shareholder who at the close of business on the record date for notice, if any, is entered in the securities register as the holder of one or more shares carrying the right to vote at the meeting. Notice of a meeting of shareholders called for any purpose other than consideration of the financial statements and auditor's report, election of directors and re-appointment of the incumbent auditor shall state the nature of such business in sufficient detail to permit the shareholder to form a reasoned judgement thereon and shall state the text of any special resolution to be submitted to the meeting. A shareholder and any other person entitled to attend a meeting of shareholders may in any manner waive notice of or otherwise consent to a meeting of shareholders, and attendance of any such person at a meeting of shareholders is a waiver of notice of the meeting, except when he attends a meeting for the express purpose of objecting to the trans-action of any business on the grounds that the meeting is not lawfully called. 9.5 MEETINGS WITHOUT NOTICE - A meeting of shareholders may be held without notice at any time and place permitted by the Act (a) if all the shareholders entitled to vote thereat are present in person or represented by proxy or if those not present or represented by proxy waive notice of or otherwise consent to such meeting being held, and (b) if the auditors and the directors are present or waive notice of or otherwise consent to such meeting being held. At such a meeting any business may be transacted which the Corporation at a meeting of shareholders may transact If the meeting is held at a place outside Canada, shareholders not present or represented by proxy but who have waived notice of or otherwise consented to such meeting, shall also be deemed to have consented to the meeting being held at such place. E-74

9.6 CHAIRMAN, SECRETARY AND SCRUTINEERS - The chairman of any meeting of shareholders shall be the first mentioned of such of the following officers as have been appointed and who is present at the meeting: president, managing director, chairman of the board, or a vice-president who is a shareholder. If no such officer is present within fifteen (15) minutes from the time fixed for holding the meeting, the persons present and entitled to vote shall choose one from amongst them to be chairman. If the secretary of the Corporation is absent, the chairman shall appoint some person, who need not be a shareholder, to act as secretary of the meeting. If desired, one or more scrutineers, who need not be shareholders, may be appointed by a resolution or by the chairman with the consent of those present at the meeting. 9.7 PERSONS ENTITLED TO BE PRESENT - The only persons entitled to be present at a meeting of shareholders shall be those entitled to vote thereat, the directors and auditors of the Corporation and others who, although not entitled to vote, are entitled to or required under any provision of the Act or the articles or by-laws to be present at the meeting. Any other person may be admitted only on the invitation of the chairman of the meeting or with the consent of those present at the meeting. 9.8 QUORUM - A quorum for the transaction of business at any meeting of shareholders shall be composed of those persons who are shareholders entitled to vote thereat or a duly appointed proxyholder for an absent shareholder so entitled, and together holding or representing by proxy more than thirty three and one third percent (33 1/3%) of the outstanding shares of the Corporation entitled to vote at the meeting. If a quorum is present at the opening of any meeting of shareholders, the shareholders present or represented by proxy may proceed with the business of the meeting notwithstanding that a quorum is not present throughout the meeting. If a quorum is not present at the opening of any meeting of shareholders, the shareholders present or represented by proxy may adjourn the meeting to a fixed time and place but may not transact any other business. 9.9 RIGHT TO VOTE - Every person shall be entitled to vote at the meeting who at the time is entered in the securities register as the holder of one or more shares carrying the right to vote at such meeting. 9.10 PROXIES - Every shareholder entitled to vote at a meeting of shareholders may appoint a proxyholder, or one or more alternate proxyholders, who need not be shareholders, to attend and act at the meeting in the manner and to the extent authorized and with the authority conferred by the proxy. A proxy shall be in writing executed by the shareholder or his attorney and shall conform with the requirements of the Act. 9.11 TIME FOR DEPOSIT OF PROXIES - The board may specify in a notice calling a meeting of shareholders a time, preceding the time of such meeting by not more than forty-eight (48) hours excluding nonbusiness days, before which time proxies to be used at such meaning must be deposited. A proxy shall be acted upon only if, prior to the time so specified, it shall have been deposited with the Corporation or an agent thereof specified in such notice or, if no such time is specified in such notice, unless it has been received by the secretary of the Corporation or by the chairman of the meeting or any adjournment thereof prior to the time of voting. E-75

9.12 JOINT SHAREHOLDERS - If two or more persons hold shares jointly, any one of them present in person or represented by proxy at a meeting of shareholders may, in the absence of the other or others, vote the shares; but if two or more of those persons are present, in person or by proxy vote, they shall vote as one on the shares jointly held by them. 9.13 VOTES TO GOVERN - At any meeting of shareholders every question shall, unless otherwise required by the articles or by-laws or by-law, be determined by the majority of the votes cast on the question. In the event of a tie, either upon a show of hands or upon a poll, the chairman of the meeting shall not be entitled to a second or casting vote. 9.14 SHOW OF HANDS - Subject to the provisions of the Act, any question at a meeting of shareholders shall be decided by a show of hands unless a ballot thereon is required or demanded as hereinafter provided. Upon a show of hands every person who is present and entitled to vote shall have one vote. Whenever a vote by show of hands shall have been taken upon a question unless a ballot thereon is so required or demanded, a declaration by the chairman of the meeting that the vote upon the question has been carried or carried by a particular majority or not carried and an entry to that effect in the minutes of the meeting shall be prima facie evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against any resolution or other proceeding in respect of the said question, and the result of the vote so taken shall be the decision of the shareholders upon the said question. 9.15 BALLOTS - On any question proposed for consideration at a meeting of shareholders, and whether or not a show of hands has been taken thereon, any shareholder or proxyholder entitled to vote at the meeting may require or demand a ballot. A ballot so required or demanded shall be taken in such manner as the chairman shall direct. A requirement or demand for a ballot may be withdrawn at any time prior to the taking of the ballot. If a ballot is taken each person present shall be entitled, in respect of the shares which he is entitled to vote, to that number of votes provided by the Act or the articles, and the result of the ballot so taken shall be the decision of the shareholders upon the said question. 9.16 ADJOURNMENT - If a meeting of shareholders is adjourned for less than thirty (30) days, it shall not be necessary to give notice of the adjourned meeting, other than by announcement at the earliest meeting that is adjourned. If a meeting of shareholders is adjourned by one or more adjournments for an aggregate of thirty (30) days or more, notice of the adjourned meeting shall be given as for an original meeting. 9.17 RESOLUTION IN WRITING - A resolution in writing signed by all the shareholders entitled to vote on that resolution at a meeting of shareholders is as valid as if it had been passed at a meeting of the shareholders unless a written statement with respect to the subject matter of the resolution is submitted by a director or the auditors in accordance with the Act. E-76

9.18 ONLY ONE SHAREHOLDER - Where the Corporation has only one shareholder or only one holder of any class or series of shares, the shareholder present in person or by proxy constitutes a meeting. SECTION X NOTICES 10.1 METHOD OF GIVING NOTICES - Any notice (which term includes any communication or document) to be given (which term includes sent, delivered or served) pursuant to the Act, the regulations thereunder, the articles, the by-laws or otherwise to a shareholder, director, officer auditor or member of a committee of the board shall be sufficiently given if delivered personally to the person to whom it is to be given or if delivered to his recorded address or if mailed to him at his recorded address by prepaid ordinary or air mail or if sent to him at his recorded address by any means of prepaid transmitted or recorded communication. A notice so delivered shall be deemed to have been given when it is delivered personally or to the recorded address as aforesaid a notice so mailed shall be deemed to have been given when deposited in a post office or public letter box; and a notice so sent by any means of transmitted or recorded communication shall be deemed to have been given when dispatched or delivered to the appropriate communication company or agency or its representative for dispatch. The secretary may change or cause to be changed the recorded address of any shareholder, director, officer, auditor or member of a committee of the board in accordance with any information believed by him to be reliable. 10.2 NOTICE TO JOINT SHAREHOLDERS - If two or more persons are registered as joint holders of any share, any notice shall be addressed to all of such joint holders but notice to one of such persons shall be sufficient notice to all of them. 10.3 COMPUTATION OF TIME - In computing the date when notice must be given under any provision requiring a specified number of days' notice of any meeting or other event, the date of giving the notice shall be excluded and the date of the meeting or other event shall be included. 10.4 UNDELIVERED NOTICES - If any notice given to a shareholder pursuant to subsection 10.1 is returned on three (3) consecutive occasions because he cannot be found, the Corporation shall not be required to give any further notices to such shareholder until he informs the Corporation in writing of his new address. 10.5 OMISSIONS AND ERRORS - The accidental omission to give any notice to any shareholder director, officer, auditor or member of a committee of the board or the non-receipt of any notice by any such person or any error in any notice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon. 10.6 PERSONS ENTITLED BY DEATH OR OPERATION OF LAW - Every person who, by operation of law, transfer, death of a shareholder or any other means whatsoever, shall become entitled to any share shall be bound by every notice in respect of such share which shall have been duly given to the shareholder from whom he derives his title to such share prior to his name and address being entered on the securities register (whether such notice was given before or after the happening of the event upon which he became so entitled) and prior to his furnishing to the Corporation the proof of authority or evidence of his entitlement prescribed by the Act. E-77

10.7 WAIVER OF NOTICE- Any shareholder (or his duly appointed proxyholder), director, officer auditor or member of a committee of the boars may at any time waive notice, or waive or abridge the time for any notice, required to be given to him under any provision of this Act, the regulations thereunder, the articles, the by-laws or otherwise and such waiver or abridgement shall cure any default in the giving or in the time of such notice, as the case may be. Any such waiver or abridgement shall be in writing except a waiver of notice of a meeting of shareholders or of the board which may be given in any manner. SECTION XI EFFECTIVE DATE 1.19 EFFECTIVE DATE - This by-law shall come into force when confirmed by the shareholders in accordance with the Act. ENACTED by the board the 30th day of May 1995. The President, The Secretary.
/s/ Paul Averback ----------------------------/s/ Pierre Barnard ------------------------------

CONFIRMED by the shareholders in accordance with the Act the 30th day of May 1995. The Secretary,
/s/ Pierre Barnard ------------------------------

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EXHIBITS 5.1 & 23.2 FOLEY & LARDNER ATTORNEYS AT LAW
CHICAGO DENVER JACKSONVILLE LOS ANGELES MADISON MILWAUKEE ORLANDO FIRSTAR CENTER 777 EAST WISCONSIN AVENUE MILWAUKEE, WISCONSIN 53202-5367 TELEPHONE (414) 271-2400 FACSIMILE (414) 297-4900

WRITER'S DIRECT LINE 414/297-5658 EMAIL ADDRESS Mmarotta@foleylaw.com February 10, 2000

Nymox Pharmaceutical Corporation 9900 Cavendish Boulevard, Suite 306 St. Laurent, QC, Canada H4M 2V2 Re: Registration Statement on Form F-3 Under the Securities Act of 1933 Ladies and Gentlemen: We have acted as United States counsel for Nymox Pharmaceutical Corporation, a Canadian corporation ("Nymox"), in connection with the preparation and filing of a Registration Statement with the Securities and Exchange Commission on Form F-3 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Act"), registering the resale of shares of Nymox common shares (the "Shares") which may be issued to Jaspas Investment Ltd. ("Jaspas") pursuant to (i) a Common Stock Purchase Agreement (the "Agreement") between Nymox and Jaspas, and (ii) a warrant held by Jaspas to purchase 200,000 Shares. We have examined copies of the Agreement together with the exhibits and schedules attached as a part thereof (collectively, the "Transaction Documents"). We have examined such certificates of public officials, such certificates of officers of Nymox and originals or copies certified to our satisfaction as being true copies of such other documents as we have deemed relevant and necessary as a basis for this opinion, including the Certificate of Incorporation and Bylaws of Nymox, resolutions of its Board of Directors and such other documents as we have deemed relevant and necessary as a basis for our opinions hereinafter set forth. We have relied, to the extent we deem such reliance proper, upon such certificates of public officials and of officers of Nymox, and other statements and information furnished by officers of Nymox with respect to the accuracy of material factual matters contained therein. Specifically, we have assumed the accuracy, validity and completeness of all corporate records and information made available to us by Nymox, and upon which we rely. E-79

In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. As to matters of fact relevant to this opinion, we have relied solely upon and assume the current accuracy of (a) our examination of the documents referred to above, and our actual knowledge, (b) the information obtained from public officials and records included in the documents referred to above, and (c) the representations and warranties of Nymox and Jaspas set forth in the Agreement and the Transaction Documents, and any certificates delivered to us by officers of Nymox or Jaspas. We have made no independent investigations or other attempts to verify the accuracy of any such information, representations or warranties, or to determine the existence or non-existence of any other factual matters; however, we are not aware of any facts that would lead us to believe that any of the opinions expressed herein are not accurate. In rendering the opinions contained herein, we have relied on the opinions of Stikeman Elliot on all matters which are affected by Canadian laws or regulations, a copy of which opinion is attached hereto. All of the above assumptions and reliances are made with your consent. Based on the foregoing and subject to the qualifications hereinafter set forth, it is our opinion that all necessary corporate action has been taken by Nymox to validly issue the Shares. Upon their issuance in accordance with the terms of the Agreement and Transaction Documents, the Shares will be validly issued and outstanding and fully paid and non-assessable shares in the share capital of Nymox. The opinions set forth herein are given as of the date hereof and we disclaim any obligation or undertaking to advise you of any change in law or fact affecting or bearing upon the opinions rendered herein occurring after the date hereof which may come, or be brought, to our attention. We consent to the filing of this opinion letter as an exhibit to the Registration Statement and the reference to this firm under the caption "Certain Legal Matters" in the Prospectus included as part of the Registration Statement. Yours truly, FOLEY & LARDNER
By /s/ Foley & Lardner -----------------------------------------

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EXHIBIT 5.2 & 23.3 STIKEMAN, ELLIOTT BARRISTERS & SOLLICITORS 40TH FLOOR 1155 RENE-LEVESQUE BOUL. W. MONTREAL, QC, CANADA H3B 3V2
Foley & Lardner 777 East Wisconsin Avenue Milwaukee, Wisconsin 53202 USA Re: Nymox Pharmaceutical Corporation -----------------------------------------

February 10, 2000

Dear Sirs: We have acted as Canadian counsel to Nymox Pharmaceutical Corporation, a Canadian corporation ("NYMOX"), in connection with (i) the Common Stock Purchase Agreement dated as of November 1, 1999 (the "PURCHASE AGREEMENT") by and between Nymox and Jaspas Investments Limited ("JASPAS") pursuant to which Jaspas (a) has committed to purchase common shares of Nymox (the "SHARES"), over a period of time, upon periodic requests of Nymox, and (b) has been granted a warrant (the "WARRANT") to purchase up to 200,000 common shares (the "WARRANT SHARES") of Nymox (collectively, the "TRANSACTION"), and (ii) the preparation of a registration statement on Form F-1 (the "REGISTRATION STATEMENT") under the Securities Act of 1933, as amended (the "SECURITIES ACT"), registering the resale of the Shares and the Warrant Shares to be issued to Jaspas in the Transaction. For the purposes of rendering this opinion, we have reviewed the following agreements and instruments: (a) the Purchase Agreement; (b) the Warrant; (c) the Registration Rights Agreement between Jaspas and Nymox, dated as of November 1, 1999 (the "REGISTRATION RIGHTS AGREEMENT"); and (d) the Escrow Agreement between Jaspas, Nymox and Epstein Becker & Green, P.C., dated as of November 1, 1999 (the "ESCROW AGREEMENT") (the Purchase Agreement, the Warrant, the Registration Rights Agreement and the Escrow Agreement are referred to collectively herein as the "TRANSACTION DOCUMENTS"). We have not participated in the preparation of the Transaction Documents, nor of any other document or agreement related thereto. We have examined originals or copies, certified or otherwise identified to our satisfaction, of the Transaction Documents, the certificate and articles of incorporation of Nymox, the by-laws of Nymox, resolutions of the directors of Nymox relating to the Transaction Documents and related documents and such public and corporate records, certificates, instruments and other documents and papers, and have made such examinations and investigations of law as we have considered necessary or desirable as a basis for the opinions hereinafter expressed. E-81

For the purposes of the opinion as to the existence of the Purchaser set forth in paragraph 1 hereunder, we have relied exclusively upon a Certificate of Compliance dated February 8, 2000 provided pursuant to subsection 263 (2) of the Canada Business Corporations Act (the "CBCA"), a copy of which certificate is attached hereto as Schedule "A". For the purposes of certain questions of fact material to our opinion, and without any independent investigation or inquiry, we have relied upon a certificate of an officer of Nymox as at the date hereof, an original copy of which is attached hereto as Schedule "B" (the "OFFICER'S CERTIFICATE"). In our examination of such documents, we have assumed: the genuineness of all signatures on, and the authenticity and completeness of, all documents submitted to us, and the conformity to authentic original documents of all documents submitted to us as certified, photostat or similarly reproduced copies of such original documents; the completeness, truth and accuracy of all facts set forth in the official public records, certificates and documents supplied by public officials or otherwise conveyed to us by public officials; the completeness, truth and accuracy of all facts set forth in the certificates supplied by the respective officers and directors of Nymox including, without limitation, the Officer's Certificate; that each of the parties or signatories to any of the Transaction Documents, other than Nymox, has the necessary power, capacity and authority to execute, deliver and perform each such Transaction Document, has taken all necessary actions to authorize the execution, delivery and performance by it of each such Transaction Document and has duly executed and delivered each such Transaction Document and that each such Transaction Document constitutes legal, valid and binding obligations of such parties enforceable against them in accordance with its terms. Our opinions expressed herein are limited to matters governed by the laws of the Province of Quebec and the laws of Canada applicable therein. We do not express any opinion with respect to the laws of any other jurisdiction. Based and relying upon the foregoing, and subject to the qualification set forth below, we are of the opinion that: 1. Nymox is a corporation incorporated and validly existing under the CBCA and has all necessary corporate power and authority to enter into the Transaction Documents and to perform its obligations thereunder; E-82

2. The execution and delivery of and performance by Nymox of the Transaction Documents and the consummation of the transactions contemplated thereby, including the issuance of the Shares and the Warrant Shares, have been authorized by all necessary corporate action on the part of Nymox, and no further consent or authorization of Nymox or its Board of Directors or shareholders is required. 3. Each of the Transaction Documents has been duly executed and, to the extent delivery thereof is a matter of the laws of Quebec, delivered by Nymox. 4. The Shares and Warrant Shares to be issued pursuant to the Purchase Agreement or the Warrant, when the amounts payable under the Purchase Agreement or the Warrant, as the case may be, is paid and such Shares or Warrant Shares, as the case may be, are issued as provided therein, will be validly issued by Nymox and will be outstanding as fully paid and non-assessable common share in the share capital of Nymox. 5. All necessary documents have been filed, all requisite proceedings have been taken and all approvals, permits, exemptions, consents, orders and authorizations of the Quebec Securities Commission required under the securities laws of Quebec have been obtained in order to qualify the Shares and the Warrant Shares for issuance to Jaspas. The opinions set forth above are qualified as follows: (a) the Quebec Securities Commission has the authority under the Securities Act (Quebec) to deny the benefit of an exemption otherwise provided in that Act where it considers it necessary to do so to protect investors; and (b) the report required to be filed with the Quebec Securities Commission with respect to the Purchase Agreement was filed beyond the ten-day period of time within which such report was required to be filed, and we express no opinion as to the effect of such delay on the availability of the statutory exemption relied upon. This opinion is solely for the benefit of the addressee and not for the benefit of any other person. It is rendered solely in connection with the transactions to which it relates. It may not be quoted, in whole or in part, or otherwise referred to or used for any purpose without our prior written consent. The addressee may annex this opinion to its own opinion to be delivered in connection with the completion of the arrangements contemplated in the Purchase Agreement. We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm name under the caption "Certain Legal Matters" in the prospectus included as part of the Registration Statement. Yours truly,
/s/ Stikeman Elliott -------------------Stikeman Elliott

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NYMOX PHARMACEUTICAL CORPORATION OFFICER'S CERTIFICATE

TO: Stikeman, Elliott The undersigned, Roy Wolvin, secretary of Nymox Pharmaceutical Corporation (the "CORPORATION"), hereby certifies as follows, intending that the same may be relied upon by you in connection with your opinion of even date herewith without further inquiry: 1. The minute books and corporate records of the Corporation relating to the proceedings of the shareholders and directors of the Corporation, which have been made available to Stikeman, Elliott, are the original minute books and corporate records of the Corporation and contain all minutes of meetings, resolutions, by-laws and proceedings of the shareholders and directors of the Corporation to the date hereof and there have been no meetings, resolutions, by-laws or proceedings authorized or passed by the shareholders or directors of the Corporation to the date hereof not reflected in such minute books and corporate records. Such minute books and corporate records are true, complete and correct in all respects and there are no changes, additions or alterations necessary to be made thereto to make such books and corporate records true, complete and correct. The Corporation is not insolvent and has not been dissolved and no acts or proceedings have been taken by or against the Corporation or are pending in connection with, and the Corporation has not received notice in respect of and is not in the course of or contemplating, any liquidation, winding-up, dissolution, bankruptcy, insolvency or reorganization. The Corporation has not taken any steps to terminate its existence, amalgamate, to continue in any other jurisdiction or to change its corporate existence in any way. The Corporation has not received any notice of any proceedings to cancel its certificate of incorporation or otherwise to terminate its existence. The Corporation has not received any notice or other communication from any person or governmental authority indicating that there exists any situation which, unless remedied, could result in the termination of its existence. IN WITNESS WHEREOF, I have signed this 10th day of February, 2000.
/s/ Roy Wolvin -------------------------------------------Roy Wolvin

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EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS AGREEMENT made as of the 8th day of January, 2000 by and between Nymox Pharmaceutical Corporation, a Canadian corporation (the "Company"), and Judith Fitzpatrick (the "Executive"). WITNESSETH: WHEREAS the Company is this day purchasing from the Executive all of her common shares of Serex, Inc., a New Jersey corporation, and thereby acquiring a controlling interest in Serex, Inc.; WHEREAS, the Executive is this day receiving 187,951 shares of the common stock of the Company and a warrant to purchase 115,662 shares of the common stock of the Company as consideration for the purchase of her Serex common stock, subject to the terms of the Share Purchase Agreement between the Company and the Executive; WHEREAS, the Company wishes to retain the services of the Executive as a Vice-President of the Company to continue her development work on the Company's 7C Gold test and to continue to direct the scientific endeavors of Serex Inc. and to act as President of Serex, Inc.; WHEREAS, the Executive wishes to provide her services to the Company on the terms set out below in this Employment Agreement and acknowledges that the Company is reasonably relying upon Executive's execution of this Agreement as part of its decision to purchase her shares of Serex, Inc.; NOW, THEREFORE, in consideration of the covenants and agreements of the parties herein contained, and as an inducement to the Company to close the purchase of the Executive's shares of Serex, Inc., the Company and the Executive agree as follows: 1. Employment. The Company hereby employs the Executive and the Executive hereby accepts appointment as Vice-President of the Company. The Executive agrees to remain in the employment of the Company on the terms and conditions set out below in this Agreement. Paragraph 6 of this Agreement sets out the Executive's duties. 2. Term. The initial term of this Employment Agreement shall be four years, commencing on January 8th, 2000 and expiring on January 8th, 2004 unless terminated earlier pursuant to paragraph 13 below or extended as provided in this paragraph. At the end of the initial term of the Agreement (or the end of the term of any automatic renewal of this Agreement), the term of this Agreement shall be automatically renewed for an additional term of one year unless either the Company or the Executive gives the other party notice at least 30 days prior to the end of the term of its/her intention not to renew the Agreement. E-86

3. Salary and Other Compensation. (a) As part of the Executive's compensation for services to be rendered under this Agreement, the Company shall pay the Executive an annual salary at the rate of One Hundred and Twenty-five Thousand Dollars ($125,000) (as adjusted upward at the discretion of the Compensation Committee of the Board of Directors of the Company from time to time) payable, as nearly as practicable, in equal semimonthly installments. The Company agrees to review the Executive's salary at least once in every year during the term of this Agreement and adjust it upward accordingly in order to ensure that the Executive's salary is always more than any other employee under her supervision. The Executive's salary, once increased, shall not be later reduced. (b) [Confidential] 4. Options. Further as part of the Executive's compensation, the Company shall grant the Executive an option to purchase at any time or from time to time after their vesting dates and on or before December 23, 2009 (the "Expiry Date") 40,000 common shares of the Company in accordance with the Nymox Share Option Plan, a copy of which is attached to and forms part of this Agreement as Schedule A (the "Option Plan"). At the Expiry Date, the option hereby granted and still in effect shall expire and terminate and be of no further force or effect as to the optioned shares in respect of which the option hereby granted has not been exercised. The exercise price of each option shall be $3.70 per share, vesting as follows: - 10,000 on the first anniversary of the date of this Employment Agreement; - 10,000 on the second anniversary of the date of this Employment Agreement; - 10,000 on the third anniversary of the date of this Employment Agreement; and - 10,000 on the fourth anniversary of the date of this Employment Agreement. In the event that options granted to other executives or officers of the Company are repriced or otherwise adjusted downward in the future, the options granted the Executive under this Agreement shall be afforded the same proportionate treatment on a percentage-wise basis as those treated most favorably pursuant to the repricing or other adjustments. E-87

5. Additional Benefits and Reimbursement of Expenses. 5.1 The Company shall provide the following additional benefits to the Executive during the term of this Agreement: (i) 20 working days of paid vacation per year (non-cumulative); (ii) up to 10 paid sick days per year (non-cumulative); (iii) 5 paid days per year for attendance at scientific conferences, professional, industry and investigator conferences and studies of the Executive's choice (non-cumulative); (iv) health care benefits, either in the form of a $5,000 health care allowance or coverage under the Company's health care plan; and (v) such other benefits as the Company's Board shall lawfully adopt and approve for the Executive. 5.2 The Company shall pay or reimburse the Executive for all reasonable expenses actually incurred by the Executive or paid by the Executive during the term of the Agreement for expenses in connection with Company business, including: - travel expenses, including air and rail fare and, when overnight stay is required, hotel accommodation and personal meals (meals not exceeding $50.00 per day); - telephone expenses, including long distance calls from personal phones; and - office supplies including stationary but not including office equipment. Expense claims are payable upon timely presentation of an expense report together with such bills, expenses, statements, vouchers or such other supporting information as the Company may reasonably require. 6. Duties. The duties of the Executive shall include: - participation on a scientific basis with the Company's research and development work on drugs for the prevention, treatment and delay of onset of Alzheimer's disease, antimicrobial treatments and other therapeutic and scientific projects; - continuing scientific, regulatory and commercial development of the Company's 7C Gold Test for Alzheimer's disease; - scientific, regulatory and commercial development of the diagnostic projects of the Company and of Serex, Inc.; - acting as the President of Serex, Inc.; E-88

- directing the scientific endeavors of Serex, Inc.; - the management and development of Serex, Inc.'s ongoing research, product development, intellectual property, and technologies, including its proprietary SARA technology and its ongoing development of diagnostic assays; and - attendance at scientific conferences, professional, industry and investigator conferences and studies at the Company's request. The Executive shall report to the President and C.E.O. of the Company and/or a delegate to be appointed from time to time. The President and C.E.O. of the Company may change these duties or assign new duties to the Executive from time to time not inconsistent with the terms of this Agreement. The Executive agrees to devote her full business time and effort to the diligent and faithful performance of such duties. 7. Place of Employment. The Executive's principal place of employment shall be in the Maywood, New Jersey area and the Company shall not relocate her principal place of employment to a new location more than 50 miles from Maywood, New Jersey without her prior written approval. The Executive acknowledges that her duties may require her traveling to Montreal on a regular basis and other traveling as a necessary incident of her employment. 8. Confidentiality. (a) The Executive acknowledges that during the course of her employment with the Company she may have access to confidential and/or proprietary technical, scientific or business information relating to the Company's research, product development, marketing, sales, services, financing and other business or scientifically related activities and that it is vital to the Company to preserve the confidentiality of its technical, scientific and business affairs and to maintain its intellectual properties, including trade secrets, know-how and patent applications. (b) Accordingly, as a condition of the Executive's employment, the Company and the Executive agree as follows: 1. In this Agreement, "Confidential Information" means any information or data relating to, arising out of or in connection with the research, technology, intellectual property, know-how, improvements, equipment, formulas, designs, processes, product development, packaging, products, distribution methods, marketing, customers, financing and/or business of the Company; E-89

"Company" means Nymox Pharmaceutical Corporation, Nymox Corporation and their affiliates and includes their successors and assigns; "Company Property" means any property owned by the Company and includes (but not limited to): (a) laboratory equipment, reagents, samples, specimens, standards, protocols, requisitions, test results, drug candidates, cell lines, notebooks, papers, presentations and publications; (b) computer equipment, software, files, disks, cd-roms, tapes and all other electronic means of storing data or information; (c) cell phones, pagers, answering machines, telephones and other telecommunication equipment; (d) office equipment, office furniture, correspondence, memoranda, reports, faxes, files, books, magazines, stationary, messages, e-mails, contracts, patent documents, customer lists, supplier lists, brochures, marketing material, displays, posters and financial reports; and (e) credit cards, calling cards, bank cards, checkbooks, deposit books, bank statements, financial records, canceled checks, receipts, invoices, bills and accounts. 2. The Executive shall keep in strict confidence any Confidential Information and not to disclose it to any third party except as required by law, regulation, legal process or other governmental authority, as permitted this Agreement or with the written consent of the President of the Company. 3. The Executive shall take reasonable care to maintain all Confidential Information in confidence and shall inform the Company immediately upon the discovery of any unauthorized disclosure or use of any Confidential Information and take reasonable steps to prevent any further unauthorized disclosure or use. 4. The Executive shall not use any Confidential Information for any purpose other than the performance of her/his duties as an officer and employee of the Company. 5. Confidential Information shall not include information which: (i) was known to the Executive prior to receipt by Executive of any Confidential Information hereunder; (ii) was known or has become known to the public through lawful disclosure; or (iii) a third party having the right to disclose such information has lawfully disclosed such information to the Executive. E-90

9. Company Property. (a) The Executive acknowledges and agrees that the Company owns completely (i) all past, present and future patent rights, trade secrets, know-how, copyright, trademarks, industrial designs and other intellectual property rights related to, connected with or arising out of scientific projects undertaken at or by the Company or funded by the Company, and (ii) all patent, trademark, copyright, trade secrets, know-how, industrial designs and other intellectual property rights to scientific, research and development or commercial work already performed, being performed or to be performed in the future by the Executive in the course of or during the term of her employment at the Company. (b) The Executive agrees to disclose to the Company in a timely manner any inventions, discoveries, ideas or research findings, whether patentable or not, relating to, connected with or arising out of her employment with the Company or related to or connected with the business of the Company. (c) The Executive agrees to assign completely, exclusively and irrevocably to the Company any and all rights, interests and title to any inventions, discoveries and ideas, whether patentable or not, (including, but not limited to patent applications, patents, trademarks, copyrights, trade secrets, know-how, industrial designs, or other intellectual property rights) relating to, connected with or arising out of her employment with the Company, related to or connected with the business of the Company, or conceived or reduced to practice at any time during the Executive's employment by the Company, either solely or jointly with others and whether or not developed on the Executive's own time or with the resources of the Company. The Executive further agrees, on request by the Company, both during the term of her employment with the Company and after termination of that employment, to execute any patent, copyright, trademark, trade secrets or industrial design assignments, applications, certificates, affidavits or other documents that, in the opinion of the Company, are necessary to secure, protect or evidence the Company's intellectual property rights. (d) The Executive shall not use Company Property except for the purposes of employment or as otherwise authorized. The Executive shall not, except for the Company's use, copy or duplicate any Company documents or property, nor remove them from the Company's facilities, nor use any information concerning them except for the Company's benefit, either during her employment or thereafter. (e) Upon the Company's request or upon termination of employment, the Executive shall promptly: (i) return any Confidential Information that is in tangible form and any Company Property in her possession or under her control without making or retaining any copies; and E-91

(ii) provide any passwords to computer files, systems or networks or codes for any research or clinical trials used by the Executive in the course of her employment. (f) Nothing in this Employment Agreement shall be construed as transferring, assigning or conveying to the Company any rights, interests and title to any inventions, discoveries, patent applications, patents, trademarks, copyrights, trade secrets, know-how, industrial designs, or other intellectual property rights that the Executive and/or Serex, Inc. had prior to the date of this Agreement, other than those intellectual property rights and interests relating to the Company's AD7C(TM) test. 10. Conflicts of Interest. (a) During the term of her employment with the Company, the Executive agrees: (i) not to engage in any other employment or business or act as an officer or director of or consult with any other company, business or person, other than a non-profit corporation or organization, except with the prior approval of the President of the Company, which approval will not be unreasonably withheld; (ii) to promptly disclose to the President of the Company any business opportunities that come to the attention of the Executive and that relate to the pharmaceutical or diagnostic business, including (but not limited to) research proposals, licensing opportunities, patent applications and assignments, co-marketing ventures, technology transfers and employment opportunities. (b) The Executive agrees that, during the term of her employment and for one year after the date of termination of employment unless such termination is pursuant to paragraphs 13(a)(iv) or 13(a)(v), she will not, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, executive, partner, director or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any business that markets a diagnostic for Alzheimer's disease or that is substantially similar to or competitive with the Company's present business or any other business at which the Company may substantially engage during the term of the Executive's employment, provided, however, that the Executive may own not more than 4.9% of the equity securities of a corporation, trading on a public stock exchange . (c) The Executive further agrees that, during the term of her employment and for one year after the date of termination of employment, she will not solicit or assist, directly or indirectly, any employee of the Company to terminate his or her employment with the Company or to divert any intellectual property, trade secrets, business or customers from the Company. (d) The Executive agrees that all restrictions in this article are reasonable, valid and do not go beyond what is necessary to protect the interests of the Company, and waives all defenses to their strict enforcement. The Executive acknowledges that the market for diagnostic tests and kits and for therapeutic drugs that the Company is presently marketing and/or developing is worldwide and that any specific geographic restriction in this article would be unenforceable. E-92

(e) The provisions of this article are only intended to safeguard against the Executive participating in competitive endeavors against the Company and shall not in any way restrict or limit the Executive from engaging in, employment by or consulting with subsequent businesses which are not in direct competition with the Company. In particular, the Executive may engage in the development of immunoassays, strip assays and diagnostic kits that are not designed to detect a unique or proprietary marker for any condition for which the Company was developing diagnostic tests, kits or assays during the term of her employment. (f) The parties agree that if any covenant or provision in this article is determined to be void or unenforceable at law due to period of time, geographical area, or otherwise, then such covenant or provision shall be reduced in scope or amended, as to term, geographical area or otherwise, to the extent required so that the covenant or provision, as so reduced or amended, is enforceable at law and the unenforceable part shall be deemed to be severed from the balance, which balance shall survive and be of full force and effect. 11. Communications. (a) The Executive agrees that the Company may treat any communications (including, but not limited to, mail, telephone messages, e-mail messages and voice mail) or item (including, but not limited to, reagents, specimens, and samples) addressed to the Executive and received at one of the Company's offices, laboratories or research facilities or through its e-mail, voice mail or other telecommunication systems as a communication or item relating to, arising out of or in connection with the Company's business and may open, review and/or inspect the communication or item in order to determine, in its sole discretion, whether the communication or item relates to, arises out of or is connected with Nymox's business. If the Company so determines, then the Company may retain and use the communication or item as it sees fit. (b) The Executive agrees not to release or disclose to any third party any publications, presentations or press releases relating to, arising out of or in connection with the Company's business, research and development, technology or collaborations with other researchers, institutions or businesses without the prior approval of the President of the Company. 12. Provisions Which Survive the Termination of this Agreement. The provisions of this Agreement contained in Articles 8 (Confidentiality), 9 (Company Property), 10 (Conflicts of Interest) and 11 (Communications) shall survive the termination of the Executive's employment. E-93

13. Termination of Employment. (a) The Executive's employment shall terminate, or be subject to termination, prior to the term specified in Article 2 hereof, as follows: (i) The Executive's employment shall terminate upon death. (ii) If, during the term of this Agreement, the Executive has a Disability, the Company may, at any time after the Executive has a Disability, terminate the Executive's employment by written notice to her. In the event that the Executive's employment is terminated, this Agreement shall terminate except that the Company shall continue to pay the Executive's salary for a period of six (6) months from the date of termination of her employment and maintain her health care benefits for the balance of the term of this Agreement, as if the Executive had not been terminated for Disability. As used in this Agreement, "Disability" shall mean the inability of the Executive to perform the Executive's duties of employment for the Company, pursuant to the terms of this Agreement, because of physical or mental disability, where such disability shall have existed for a period of more than 90 consecutive days or an aggregate of 120 days in any 365-day period. The existence of a Disability means that the Executive's mental or physical disability substantially interferes with the performance of her substantive duties for the Company as specified in this Agreement. The fact of whether or not a Disability exists hereunder shall be determined by professionally qualified medical experts selected by the Board and reasonably acceptable to the Executive or her agent. (iii) The Company may, at any time, terminate the Executive's employment for cause. For the purposes of this Agreement, the Company shall have cause to terminate the Executive's employment hereunder upon: (A) the Executive engaging in misconduct which is injurious to the Company; (B) any material breach of this Agreement by the Executive that is not cured by the Executive within thirty (30) days after the Company has given the Executive written notice specifying the particulars of the breach of the Agreement and its intent to terminate her employment if the breach is not cured; or (C) the Executive's conviction of a felony or a plea by the Executive of nolo contendere to a felony. (iv) The Company may terminate the Executive's employment without cause upon forty-five (45) days prior written notice to the Executive or upon payment of forty-five days salary in lieu of notice. Termination of the Executive's employment by the Company for any reason, other than specified in paragraphs 13(a)(i), (ii) or (iii) shall constitute termination of this Agreement without cause. (v) The Executive may terminate her employment for Good Reason upon forty-five (45) days prior written notice to the Company. If the Executive's employment is terminated pursuant to this Section, 13(a)(v), the Executive shall be entitled to receive those severance payments and other benefits as if the Executive was terminated pursuant to Section 13(a)(iv) of this Agreement. Good Reason means: E-94

(A) the assignment by the Company to the Executive of duties which are materially different than those of the Vice President of the Company as described in Article 6 of this Agreement, where the Company has not resolved the Executive's objections to the assignment within sixty (60) days after written notice from the Executive specifying her objections to the assignment and her intent to terminate her employment on that ground if not resolved to her reasonable satisfaction; and (B) any material breach of this Agreement by the Company that is not cured by the Company within thirty (30) days after the Executive has given the Company written notice specifying the particulars of the breach of the Agreement and her intent to terminate her employment if the breach is not cured. (b) In the event of the termination of the Executive's employment pursuant to paragraphs 13(a)(iv) or 13(a)(v), the Executive shall be entitled to receive, in lieu of any other compensation or payment as a result of such termination, severance payments in an amount equal to the lesser of twelve months of the Executive's salary and all other benefits provided to the Executive under this Agreement at the time of termination or the balance of that salary remaining on the term of this Agreement and all other benefits provided to the Executive under this Agreement. The severance payments will be payable, as nearly as practicable, in equal semimonthly installments and shall cease in the event the Executive finds new employment in the pharmaceutical or diagnostic industry. During the severance payment period, the Executive agrees to comply with the provisions of paragraph 10(b). (c) In the event of the termination of the Executive's employment, all payments of salary and benefits under Articles 3 and 5 of this Agreement, other than payments of salary or benefits owed or accruing to the Executive prior to the termination, shall cease, and the Executive shall not be entitled to receive any compensation, benefits or payment on account of such termination, except as otherwise provided in paragraphs 13(a)(ii) and 13(b). The Executive shall be entitled to receive those benefits which by their terms continue after termination of employment in accordance with the terms of such benefits applicable after termination of employment as required by applicable law. 14. Miscellaneous. (a) Notices Any notice or other communication required by this Agreement shall be in writing and shall be effective if hand delivered or if sent by certified or registered mail or by facsimile transmission to the following locations until notified otherwise in writing. Nymox Pharmaceutical Corporation Attention: President Nymox Pharmaceutical Corporation 9900 Boul. Cavendish, Suite 306 Saint Laurent, Quebec, Canada, H4M 2V2 FAX: (514) 332-2227 E-95

The Executive: Judith Fitzpatrick Davis c/o Serex, Inc. 230 West Passaic Street Maywood, New Jersey FAX: 201-368-7850 A notice is effective on the date of delivery to the Party. Delivery is deemed to have occurred on the day of delivery by courier, or upon facsimile transmission with confirmation, or on the fifth day after the date of sending the notice by registered mail. (b) Governing Law This Agreement shall be interpreted and enforced in accordance with the substantive laws of the State of New Jersey. The Executive acknowledges that her violation, or threatened violation, of the provisions of Articles 8 (Confidentiality), 9 (Company Property), 10 (Conflicts of Interest) and 11 (Communications) would cause the Company irreparable injury and, in addition to any other remedies to which the Company may be entitled, the Company shall be entitled to immediate injunctive relief in addition to any remedy available through the arbitration procedures set out below in paragraph 14(c). (c) Dispute Resolution In the event of any controversy or claim arising out of or relating to any provisions of this Agreement or the breach thereof, the Parties shall try to settle those conflicts amicably between themselves. Should they fail to agree, the matter in dispute shall be settled through arbitration conducted by and in accordance with the rules of the American Arbitration Association ("A.A.A."). Either Party may furnish the other party with a dated, written notice (the "Arbitration Notice") indicating (i) intent to commence arbitration proceedings, (ii) the nature, with reasonable detail, of the dispute, (iii) the amount involved, if any, and (iv) the remedy sought. The arbitration shall be held at a neutral place mutually agreeable to the parties. Within thirty (30) days of the date of the Arbitration Notice, each party shall select one (1) Arbitrator, who shall not be a current or former employee, agent, consultant or other representative of either party; the two selected Arbitrators shall appoint a third, neutral, Arbitrator. The arbitration award shall be final and binding. Either party may enter any such award in a court of the State of New Jersey having jurisdiction or may make application to such court for judicial acceptance of the award and an order of enforcement, as the case may be. (d) Currency All references to money in the Agreement refer to U.S. dollars and all payments made under this Agreement shall be in that currency. E-96

(e) Partial Invalidity If any provision of this Agreement be held invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement and the Parties shall use reasonable efforts to substitute a valid, legal and enforceable provision which, as far as practicable, implements the purposes and intent of the provision held invalid, illegal or unenforceable. If the Parties are unable to arrive at such a substitute, this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained in it, provided that the performance required under this Agreement with such a provision deleted remains substantially consistent with the intent of the Parties. (f) Waiver Failure to require performance of any provision of this Agreement does not waive a Party's right to demand compliance with that provision at a later time. Waiver of any default shall not waive any other default. (g) Entire Agreement This Agreement contains the entire agreement between the Parties with respect to the subject matter covered by this Agreement. No representations, whether oral or written, made before this Agreement is executed shall amend this Agreement. Any modification or amendment to this Agreement shall be in writing and signed by an authorized officer of each Party. (h) Inurement This Agreement shall be binding upon and shall inure to the benefit of the Company and the Executive and their respective heirs, successors, assigns, permitted receivers and legal representatives. (i) Language The Company and the Executive have expressly requested that this Agreement and any agreement, proceedings or documents thereto or referred to therein be drafted and executed in the English language. Nymox et le Consultant ont expressement exige que ce contrat ainsi que tous contrats, procedures ou documents s'y rapportant ou qui y sont mentionnes soient rediges et signe en langue anglaise. IN WITNESS THEREOF, the undersigned have executed this Agreement as of the dates set forth below: ACCEPTED AND AGREED TO:
Nymox Pharmaceutical Corporation /s/ Paul Averback -------------------------------Paul Averback President The Executive /s/ Judith Fitzpatrick --------------------------Judith Fitzpatrick

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EXHIBIT 23.1 KPMG 2000 McGill College Ave. Suite 1900 Montreal, QC, Canada H3A 3H8 The Board of Directors NYMOX PHARMACEUTICAL CORPORATION 9900 Cavendish Blvd. Suite 306 Saint-Laurent QC H4M 2V2 We consent to the use of our reports included herein and to the reference to our firm under the heading "Experts" in the prospectus. KPMG Chartered Accountants Montreal, Canada February 25, 2000 E-85

EXHIBIT 24.0 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below under the heading "Signatures" constitutes and appoints Paul Averback and Roy Wolvin, or either of them with full power to each to act alone, his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities to sign any or all amendments to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature --------/s/ W. David Angus --------------------------------W. David Angus, QC /s/ Paul Averback --------------------------------Paul Averback, M.D. /s/ Colin Bier --------------------------------Colin Bier, Ph.D. /s/ Hans Black --------------------------------Hans Black, M.D. /s/ Martin Barnes --------------------------------Martin Barnes /s/ J. Kenneth Harrington --------------------------------J. Kenneth Harrington, Ph.D. Title ----Chairman and Director Date ----

President and CEO

Director

Director

Director

Director

Nymox Corporation (Authorized Representative in the United States)
By: /s/ Roy Wolvin ---------------------------Roy Wolvin Secretary-Treasurer

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ARTICLE 5 THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED FINANCIAL STATEMENTS OF NYMOX PHARMACEUTICAL CORPORATION AS OF AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS BASIC EPS DILUTED

9 MOS DEC 31 1999 JAN 01 1999 SEP 30 1999 925,765 0 60,822 0 0 1,855,966 1,891,640 280,868 3,466,738 275,667 0 0 0 24,410,480 (21,219,409) 3,191,071 178,496 220,912 0 252,977 3,514,372 0 0 (3,767,349) 0 0 0 67,379 0 (3,479,058) (0.17) (0.16)

EXHIBIT 99.0 CONTACT: -OR- NYMOX's INVESTOR RELATIONS COUNSEL
Nymox Corporation Michael Munzar, M.D. Medical Director (800) 93NYMOX The Equity Group Inc. www.theequitygroup.com Devin Sullivan (212) 836-9608

FOR IMMEDIATE RELEASE NYMOX RAISES $12 MILLION IN FINANCING COMMITMENT Kensington, MD - November 12, 1999 - NYMOX PHARMACEUTICAL CORP. (NASDAQ:NYMX) today announced that it has secured U.S. $12.0 million in new equity financing. The common stock equity line financing was placed privately with institutional investors by Ladenburg Thalmann & Co. in New York. "This financing reinforces Nymox's business objectives and will allow the Company to accelerate its exciting developments in drugs and diagnostics," said Paul Averback, President and CEO of Nymox. "We are very pleased to be working with Ladenburg Thalmann & Co. and believe that the terms of this financing will provide maximal value to our shareholders. We now have the additional resources needed to realize more fully the value and potential of our technologies." Nymox Pharmaceutical Corp. pioneers in the research and development of products for the diagnosis and treatment of Alzheimer's Disease, an affliction for more than 20 million people around the world. Nymox offers the world's only accurate, non-invasive test to aid in the diagnosis of the disease, and is developing proprietary Spheron-based drug therapies that could lead to effective treatment of Alzheimer's Disease. Nymox also is developing unique drug therapies to treat E. COLI infections and urinary tract infections, which have become highly resistant to conventional antibiotic treatments. Nymox Pharmaceutical Corp. is headquartered in Montreal, with a facility in Kensington, MD. Its stock is traded on NASDAQ with the symbol NYMX. More information is available at http://www.nymox.com This press release contains certain "forward-looking statements," as defined in the United States Private Securities Litigation Reform Act of 1995, that involve a number of risks and uncertainties. There can be no assurance that such statements will prove to be accurate and the actual results and future events could differ materially from management's current expectations. Such factors are detailed from time to time in the Company's filings with the United States Securities and Exchange Commission and other regulatory authorities. E-99