COMMON STOCK PRIVATE PURCHASE AGREEMENT



     This COMMON STOCK PRIVATE PURCHASE AGREEMENT (this "Agreement') is dated as

of January 27, 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

Company's Common Stock for each Trading Day in the Draw Down Period.



     (b) "Closing Price" shall mean the price for the last reported trade as

recorded by the Principal Market for the Trading Day.



     (c) "Current SEC Documents" shall mean the Company's Annual Report, as

amended, for the year ended December 31, 2001, including the accompanying

financial statements, and the Company's latest Quarterly Report, as filed with

the U.S. Securities and Exchange Commission (the "SEC") and as available on the

SEC's Electronic Data Gathering, Analysis, and Retrieval system ("EDGAR").



     (d) "Draw Down" shall have the meaning assigned to such term in Section

6.1(a) hereof.



     (e) "Draw Down Closing Date" shall have the meaning assigned to such term

in Section 6.1(b) hereof.



     (f) "Draw Down Pricing Period" shall have the meaning assigned to such term

in Section 6.1(a) hereof.



     (g) "Material Adverse Effect" shall mean any adverse effect on the

business, operations, properties or financial condition of the Company that

materially impairs the ability of the Company and its subsidiaries and

affiliates, taken as a whole, to perform any of its material obligations under

this Agreement or to carry on its obligations, and shall include the loss for

any reason to the Company of the services of Dr. Paul Averback.



     (h) "Principal Market" shall mean initially the Nasdaq SmallCap Market, and

shall include the Nasdaq National Market, the American Stock Exchange or the New

York Stock Exchange if the Company is listed and trades on such market or

exchange.



     (i) "SEC Documents" shall mean all reports, schedules, forms, statements

and other documents or material that are available on the SEC's EDGAR system and

that were filed by the Company with the SEC pursuant to the reporting

requirements of the Securities Exchange Act of 1934, as amended (the "Exchange

Act"), including material filed pursuant to Section 13(a) or 15(d) of the

Exchange Act and filings incorporated by reference.



     (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.



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     (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 Five Million Dollars

($5,000,000) of the Company's Common Stock, no par value per share (the "Common

Stock"), based on Draw Downs requested under this Agreement.



     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 4.9% of the

number of shares of Common Stock issued and outstanding on the Closing Date

without obtaining stockholder approval of such excess issuance.



     Section 2.3 Purchase Price and Closing. The Company agrees to issue and

sell to the Purchaser and the Purchaser agrees to purchase that number of the

Shares to be issued in connection with each Draw Down. Each party shall deliver

all documents, instruments and writings required to be delivered by such party

pursuant to this Agreement.



                                  ARTICLE III



                         REPRESENTATIONS AND WARRANTIES



     Section 3.1 Representation and Warranties of the Company. The Company

hereby makes the following representations and warranties to the Purchaser:



     (a) Organization, Good Standing and Power. The Company is a corporation

duly incorporated, validly existing and in good standing under the federal laws

of Canada and has the requisite corporate power to own, lease and operate its

properties and assets and to conduct its business as it is now being conducted.

The Company does not have any subsidiaries except as set forth in the Current

SEC Documents. The Company and each such subsidiary is duly qualified as a

foreign corporation to do business and is in good standing in every jurisdiction

in which the nature of the business conducted or property owned by it makes such

qualification necessary except for any jurisdiction in which the failure to be

so qualified will not have a Material Adverse Effect on the Company's financial

condition.



     (b) Authorization, Enforcement. The Company has the requisite corporate

power and authority to enter into and perform this Agreement and to issue and

sell the Shares in accordance with the terms hereof. The execution, delivery and

performance of this Agreement by the Company and the consummation by it of the

transactions contemplated hereby and thereby have been duly and validly

authorized by all necessary corporate action, and no further consent or

authorization of the Company or its Board of Directors or stockholders is

required. This Agreement has been duly executed and delivered, and constitutes a

valid and binding obligation of the Company enforceable against the Company in

accordance with its terms, except as such enforceability may be limited by

applicable bankruptcy, insolvency, reorganization, moratorium, liquidation,

conservatorship, receivership or similar laws relating to, or affecting

generally the enforcement of, creditor's rights and remedies or by other

equitable principles of general application.



     (c) Capitalization. The Company currently has issued and outstanding

23,020,954 shares of its Common Stock, all of which have been duly and validly

authorized and are fully-paid and non-assessable.



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Except as set forth in this Agreement and as set forth in the Current SEC

Documents, no shares of Common Stock are entitled to preemptive rights or

registration rights and there are no outstanding options, warrants, scrip,

rights to subscribe to, calls or commitments of any character whatsoever

relating to, or securities or rights convertible into, any shares of capital

stock of the Company. Furthermore, except as set forth in the SEC Documents,

there are no contracts, commitments, understandings, or arrangements by which

the Company is or may become bound to issue additional shares of the capital

stock of the Company or options, securities or rights convertible into shares of

capital stock of the Company. The Company is not a party to, and it has no

knowledge of, any agreement restricting the voting or transfer of any shares of

the capital stock of the Company. Except as set forth in the Current SEC

Documents, the offer and sale of all capital stock, convertible securities,

rights, warrants, or options of the Company issued prior to the Closing complied

with all applicable United States Federal and state and Canadian and provincial

securities laws, and no stockholder has a right of rescission or damages with

respect thereto which would have a Material Adverse Effect on the Company's

financial condition or operating results. The Company has made available to the

Purchaser on request true and correct copies of the Company's Articles of

Incorporation as in effect on the date hereof (the "Articles"), and the

Company's Bylaws as in effect on the date hereof (the "Bylaws"). The Principal

Market for the Common Stock in the United States is the Nasdaq 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.



     (d) Issuance of Shares. The Shares to be issued under this Agreement have

been duly authorized by all necessary corporate action and, when paid for or

issued in accordance with the terms hereof, the Shares shall be validly issued

and outstanding, fully paid and non-assessable, and the Purchaser shall be

entitled to all rights accorded to a holder of Common Stock.



     (e) No Conflicts. The execution, delivery and performance of this Agreement

by the Company and the consummation by the Company of the transactions

contemplated herein do not and will not (i) violate any provision of the

Company's Articles or Bylaws, (ii) conflict with, or constitute a default (or an

event which with notice or lapse of time or both would become a default) under,

or give to others any rights of termination, amendment, acceleration or

cancellation of, any agreement, mortgage, deed of trust, indenture, note, bond,

license, lease agreement, instrument or obligation to which the Company is a

party, (iii) create or impose a lien, charge or encumbrance on any property of

the Company under any agreement or any commitment to which the Company is a

party or by which the Company is bound or by which any of its respective

properties or assets are bound, or (iv) result in a violation of any United

States Federal, state, local or Canadian, provincial, or other foreign statute,

rule, regulation, order, judgment or decree (including any United States Federal

and state or Canadian or provincial securities laws and regulations) applicable

to the Company or any of its subsidiaries or by which any property or asset of

the Company or any of its subsidiaries are bound or affected, except, in all

cases, for such conflicts, defaults, termination, amendments, accelerations,

cancellations and violations as would not, individually or in the aggregate,

have a Material Adverse Effect. The business of the Company and its subsidiaries

is not being conducted in violation of any laws, ordinances or regulations of

any governmental entity, except for possible violations which singularly or in

the aggregate do not and will not have a Material Adverse Effect. The Company is

not required under any United States Federal, state or local or Canadian or

provincial law, rule or regulation to obtain any consent, authorization or order

of, or make any filing or registration with, any court or governmental agency in

order for it to execute, deliver or perform any of its obligations under this

Agreement, or issue and sell the Shares in accordance with the terms hereof

(other than any prior notification required to the Nasdaq Stock Market of the

listing of additional shares and approval of the Quebec Securities Commission

for a distribution of shares outside of Quebec and any filings subsequent to the

Agreement Closing which may be required to be made by the Company with the SEC,

the Quebec Securities Commission, the Nasdaq Stock Market or state or provincial

securities administrators and any registration statement, if any, which may be

filed pursuant hereto); provided that, for purpose of the representation made in

this sentence, the Company is assuming and relying upon the accuracy of the

relevant representations and agreements of the Purchaser herein.



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     (f) SEC Documents, Financial Statements. The Common Stock of the Company is

registered pursuant to Section 12(g) of the Exchange Act, and, except as

disclosed in the SEC Documents, the Company has timely filed all reports,

schedules, forms, statements and other documents required to be filed by it with

the SEC pursuant to the reporting requirements of the Exchange Act, including

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