COMMON STOCK PRIVATE PURCHASE AGREEMENT
This COMMON STOCK PRIVATE PURCHASE AGREEMENT (this “Agreement’) is dated as of November 13, 2006 by and
between Nymox Pharmaceutical Corporation, a Canadian corporation (the “Company”), and Lorros-Greyse Investments, Ltd.
The parties hereto agree as follows:
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,
2005, 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