COMMON STOCK PRIVATE PURCHASE AGREEMENT

        This COMMON STOCK PRIVATE PURCHASE AGREEMENT (this Agreement) is dated as of August 25, 2003 by and between Nymox Pharmaceutical Corporation, a Canadian corporation (the Company), and Lorros-Greyse Investments, Ltd. (the Purchaser).

        The parties hereto agree as follows:

ARTICLE I

Definitions

        Section 1.1  Certain Definitions.

        a)    Average Price shall be the average of the Closing Prices of the Companys Common Stock for each Trading Day in the Draw Down Period.

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

        c)    Current SEC Documents shall mean the Companys Annual Report, as amended, for the year ended December 31, 2002, including the accompanying financial statements, and the Companys latest Quarterly Report, as filed with the U.S. Securities and Exchange Commission (the SEC) and as available on the SECs Electronic Data Gathering, Analysis, and Retrieval system (EDGAR).

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

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

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

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

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

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

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

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

ARTICLE II

Purchase and Sale of Common Stock

        Section 2.1 Purchase and Sale of Stock. Subject to the terms and conditions of this Agreement, the Company shall issue and sell to the Purchaser and the Purchaser shall purchase from the Company up to Twelve Million Dollars ($12,000,000) of the Companys Common Stock, no par value per share (the Common Stock), based on Draw Downs requested under this Agreement. This Agreement replaces the earlier Common Stock Private Purchase Agreement between the Purchaser and the Company dated January 23, 2003.

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

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

ARTICLE III

Representations and Warranties

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

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

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

        (c)    Capitalization. The Company currently has issued and outstanding 23,363,511 shares of its Common Stock, all of which have been duly and validly authorized and are fully-paid and non-assessable. Except as set forth in this Agreement and as set forth in the Current SEC Documents, no shares of Common Stock are entitled to preemptive rights or registration rights and there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company. Furthermore, except as set forth in the SEC Documents, there are no contracts, commitments, understandings, or arrangements by which the Company is or may become bound to issue additional shares of the capital stock of the Company or options, securities or rights convertible into shares of capital stock of the Company. The Company is not a party to, and it has no knowledge of, any agreement restricting the voting or transfer of any shares of the capital stock of the Company. Except as set forth in the Current SEC Documents, the offer and sale of all capital stock, convertible securities, rights, warrants, or options of the Company issued prior to the Closing complied with all applicable United States Federal and state and Canadian and provincial securities laws, and no stockholder has a right of rescission or damages with respect thereto which would have a Material Adverse Effect on the Companys financial condition or operating results. The Company has made available to the Purchaser on request true and correct copies of the Companys Articles of Incorporation as in effect on the date hereof (the Articles), and the Companys Bylaws as in effect on the date hereof (the Bylaws). The Principal Market for the Common Stock in the United States is the Nasdaq SmallCap Market, and the Company has not received any notice from such market questioning or threatening the continued inclusion of the Common Stock on such market.

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