Filed by e3 Filing, Computershare 1-800-973-3274 - Nymox Pharmaceutical Corporation

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MESSAGE TO SHAREHOLDERS

Nymox is pleased to present its financial statements for the quarter ended March 31, 2010.

On January 7, Nymox announced the publication of a new peer-reviewed paper in Expert Opinion on Investigational Drugs featuring NX-1207. The paper, “NX-1207: a novel investigational drug for the treatment of benign prostatic hyperplasia” is written by Neal Shore MD FACS, Medical Director of the Carolina Urologic Research Center, Myrtle Beach, SC. Dr. Shore is a well known expert in urology and has participated as a clinical investigator in five of the NX-1207 clinical trials as well as seven follow-up studies of the drug.

In Expert Opinion, the author writes “Regarding existing oral drug therapies, the use of NX-1207 would obviate daily and lifelong compliance issues as well as the ongoing concerns of polypharmacy facing the elderly and the attendant risk for drug–drug interactions. In comparison to office-based MIST (minimally invasive surgical therapy) options, the transrectal injection approach afforded by NX-1207, both anesthetic/analgesic free as well as catheter free, will be quite compelling to most patients. If the ongoing Phase III trials can duplicate the success seen in earlier trials, for both efficacy and safety, then the administration of NX-1207 should be expected to significantly impact the current pattern of treatment options employed by urologists for their patients with BPH".

On February 9, Nymox provided an update on the Company’s Phase 3 program for NX-1207. The Company reported that the first Safety Monitoring Committee meeting for the Phase 3 U.S. pivotal trials of NX-1207 indicated an acceptable ongoing safety evaluation of the trials to date. Patient recruitment and trial activities for pivotal U.S. studies NX02-0017 and NX02-0018 are proceeding at over 60 well-known urology investigative sites throughout the US. The participating centers continue to evaluate and enrol patients and accrual is progressing well. The current Phase 3 trials incorporate specific protocol design recommendations made by the FDA at the earlier EOP2 meeting with the Company. For more information about the NX-1207 Phase 3 clinical trials please go to www.clinicaltrials.gov or contact Nymox at info@nymox.com.

NX-1207 has been shown to improve the signs and symptoms of BPH, producing improvements which reached statistical significance compared to double-blinded placebo and study controls. A single administration of NX-1207 2.5 mg has produced on average improvements in the standardized BPH symptom score (8-10 points) that were superior to those reported for currently approved BPH drugs (3-5 points). NX-1207 involves a new targeted approach to the treatment of BPH. The drug is administered by a urologist in an office setting directly into the zone of the prostate where the enlargement occurs. The injection takes only a few minutes and involves little or no pain or discomfort. NX-1207 has not been found to have the sexual, blood pressure, or other side effects of the approved drugs.

Follow-up studies have shown clinical efficacy effects in men lasting up to 5 years after a single treatment. At one year after a single treatment, the median improvement in BPH Symptom Score was 9.0 points in the AUA Symptom Score (p<.003).

On March 30, Nymox reviewed the Company’s further development program for NX-1207. The drug has been successful in a series of blinded controlled multi-center U.S. clinical trials for BPH where it has been found to produce improvements that are about double that reported for currently approved BPH drugs. Positive results from animal studies have shown the potential for the use of high dosages of NX-1207 for the focal treatment of clinically localized prostate cancer and of primary liver cancer (hepatocellular carcinoma or HCC).

Prostate cancer is the most common cancer in men. The American Cancer Society estimates that in 2009 alone an estimated 192,280 men in the U.S. will have been newly diagnosed with prostate cancer and 27,360 will die from it. It is estimated that some 1.8 million American men are living with a diagnosis of prostate cancer. Approximately 90 percent of prostate cancers are confined to the prostate gland and thus potential candidates for localized treatment. Men diagnosed with localized prostate cancer face difficult choices ranging from watchful waiting (active surveillance) with no treatment to one of the several current methods of treatment most of which have side effects.

There is a large unmet need for new treatments for HCC, the cause of about 90% of primary liver cancer cases in adults. Worldwide, primary liver cancer is the sixth most common cancer but because of very poor survival rates is the third leading cause of cancer-related deaths. Each year more than 600,000 people are diagnosed with primary liver cancer and approximately 600,000 die of the disease. Liver cancer is most common in the Far East, with more than 400,000 cases diagnosed each year in China, South Korea, Japan and Taiwan. The incidence of HCC is increasing in the US and the EU, primarily due to HCC associated with hepatitis C infection, a major risk factor for the cancer.

We wish to thank our Nymox shareholders for your valued support. The Nymox team is working diligently to advance our many projects. We enthusiastically look forward to exciting developments this year for your Company.

/s/ Paul Averback, MD
Paul Averback MD
President

May 14, 2010

MANAGEMENT'S DISCUSSION AND ANALYSIS

(in US dollars)

This Management’s discussion and analysis (MD&A) comments on the Corporation’s operations, performance and financial condition as at and for the three months ended March 31, 2010 and 2009. This MD&A should be read together with the unaudited interim Consolidated Financial Statements and the related notes for the period ended March 31, 2010 and with our MD&A for the year ended December 31, 2009 which is included in our annual report for 2009. This MD&A is dated May 14, 2010. All amounts in this report are in U.S. dollars, unless otherwise noted.

All financial information contained in this MD&A and in the unaudited interim Consolidated Financial Statements has been prepared in accordance with Canadian generally accepted accounting principles (GAAP). The unaudited interim Consolidated Financial Statements and this MD&A were reviewed by the Corporation’s Audit and Finance Committee and were approved by our Board of Directors.

Additional information about the Corporation can be obtained on EDGAR at www.sec.gov or on SEDAR at www.sedar.com.

Overview

Corporate Profile

Nymox Pharmaceutical Corporation is a biopharmaceutical company with a significant R&D pipeline in development. Nymox is developing NX-1207, a novel treatment for benign prostatic hyperplasia which is in Phase 3. NX-1207 has shown positive results in several Phase 1 and 2 clinical trials in the U.S. The Corporation successfully completed a 43 site prospective randomized double-blinded placebo controlled Phase 2 U.S. clinical trial of NX-1207 in 2006, which showed statistically significant efficacy and a good safety profile. In February 2008, the Corporation reported positive results in a 32 site U.S. Phase 2 prospective randomized blinded clinical trial, with statistically significant improvement compared to an approved BPH drug (finasteride). Nymox reported positive results in six other follow-up studies of NX-1207 in BPH patients. In February 2009, the Corporation reported concluding a positive and productive End of Phase 2 (EOP2) meeting with the FDA concerning the Pha se 3 program for NX-1207. In June 2009, the Corporation began conducting the first of two pivotal double blind placebo controlled Phase 3 trials for NX-1207 that incorporate the specific protocol design recommendations provided to the Corporation by the FDA. The two pivotal Phase 3 studies for NX-1207 are being conducted at well known investigational sites across the U.S. with planned enrollment of 1,000 patients. The Corporation is developing new treatments for bacterial infections in humans and for the treatment of E. coli O157:H7 contamination in food products. Nymox has candidates which are under development as drug treatments aimed at the causes of Alzheimer’s disease, and has several other drug candidates in development. Nymox has U.S. and global patent rights for the use of statin drugs for the treatment and prevention of Alzheimer’s disease. Nymox developed the AlzheimAlert™ test, which is certified with a CE Mark in Europe. AlzheimAlert™ is an accurate, non-invasive aid in the di agnosis of Alzheimer’s disease. Nymox developed and markets NicAlert™ and TobacAlert™; which are tests that use urine or saliva to detect use of and exposure to tobacco products. NicAlert™ has received clearance from the U.S. Food and Drug Administration (FDA) and is also certified with a CE Mark in Europe. TobacAlert™ is the first test of its kind to accurately measure second and third hand smoke exposure in individuals.

Risk Factors

The business activities of the Corporation since inception have been devoted principally to research and development. Accordingly, the Corporation has had limited revenues from sales and has not been profitable to date. We refer to the Risk Factors section of our Form 20-F filed on EDGAR and of our Annual Information Form filed on SEDAR for a discussion of the management and investment issues that affect the Corporation and our industry. The risk factors that could have an impact on the Corporation’s financial results are summarized as follows:

Our Clinical Trials for our Therapeutic Products in Development, such as NX-1207, May Not be Successful and We May Not Receive the Required Regulatory Approvals Necessary to Commercialize These Products
Our Clinical Trials for our Therapeutic Products, such as NX-1207, May be Delayed, Making it Impossible to Achieve Anticipated Development or Commercialization Timelines
A Setback in Any of our Clinical Trials Would Likely Cause a Drop in the Price of our Shares
We May Not be Able to Make Adequate Arrangements with Third Parties for the Commercialization of our Product Candidates, such as NX-1207
We May Not Achieve our Projected Development Goals in the Time Frames We Announce and Expect
Even If We Obtain Regulatory Approvals for our Product Candidates, We Will be Subject to Stringent Ongoing Government Regulation
It is Uncertain When, if Ever, We Will Make a Profit
We May Not Be Able to Raise Enough Capital to Develop and Market Our Products
We Face Challenges in Developing, Manufacturing and Improving Our Products
Our Products and Services May Not Receive Necessary Regulatory Approvals
We Face Significant and Growing Competition
We May Not Be Able to Successfully Market Our Products
Protecting Our Patents and Proprietary Information is Costly and Difficult
We Face Changing Market Conditions

Health Care Plans May Not Cover or Adequately Pay for our Products and Services
We Are Subject to Continuing Potential Product Liability Risks, Which Could Cost Us Material Amounts of Money
We Face Potential Losses Due to Foreign Currency Exchange Risks

Critical Accounting Policies

The consolidated financial statements of the Corporation have been prepared under Canadian generally accepted accounting principles and include a reconciliation to accounting principles generally accepted in the United States (see Canadian/US reporting differences in the Notes to the interim Consolidated Financial Statements). The Corporation’s functional and reporting currency is the United States dollar. Our accounting policies are described in the notes to our annual audited consolidated financial statements. We consider the following policies to be the most critical in understanding the judgments that are involved in preparing our financial statements and the matters that could impact our results of operations, financial condition and cash flows.

Revenue Recognition

The Corporation has generally derived its revenue from product sales and interest. Revenue from product sales is recognized when the product or service has been delivered or obligations as defined in the agreement are performed. Interest is recognized on an accrual basis. Deferred revenue presented in the balance sheet represents amounts billed to and received from customers in advance of revenue recognition. There were no deferred revenues as at March 31, 2010 and 2009.

Valuation of Long-lived Assets

Property, equipment and intellectual property rights acquired are stated at cost and are amortized on a straight-line basis over the estimated useful lives. The Corporation reviews the unamortized balance of property, equipment and intellectual property rights, and recognizes any impairment in carrying value when it is identified. Factors we consider important, which could trigger an impairment review include:

Significant changes in the manner of our use of the acquired assets or the strategy for our overall business; and
Significant negative industry or economic trends.

Impairment is assessed by comparing the carrying amount of an asset with its expected future net undiscounted cash flows from use together with its residual value (net recoverable value). If such assets are considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount exceeds its fair value. Management’s judgment regarding the existence of impairment indicators is based on legal factors, market conditions and operating performances. Future events could cause management to conclude that impairment indicators exist and that the carrying values of the Corporation’s property, equipment or intellectual property rights acquired are impaired.

Stock-based Compensation

Stock-based compensation is recorded using the fair value based method for stock options issued to employees and non-employees. Under this method, compensation cost is measured at fair value at the date of grant and is expensed over the award’s vesting period. The Corporation uses the Black-Scholes options pricing model to calculate stock option values, which requires certain assumptions, including the future stock price volatility and expected time to exercise. Changes to any of these assumptions, or the use of a different option pricing model, could produce different fair values for stock-based compensation, which could have a material impact on the Corporation’s earnings.

Valuation of Future Income Tax Assets

Management judgment is required in determining the valuation allowance recorded against net future tax assets. We have recorded a full valuation allowance as of March 31, 2010, due to uncertainties related to our ability to utilize all of our future tax assets, primarily consisting of net operating losses carried forward and other unclaimed deductions, before they expire. In assessing the realizability of future tax assets, management considers whether it is more likely than not that some portion or all of the future tax assets will not be realized. The ultimate realization of future tax assets is dependent upon the generation of future taxable income and tax planning strategies. The generation of future taxable income is dependent on the successful commercialization of the Corporation’s products and technologies.

Results of Operations


Three Months Ended March 31		2010			2009			2008
Total revenues	$	247,443		$	96,226		$	105,521
Net loss (i)	$	(1,269,550	)	$	(1,004,259	)	$	(1,347,116	)
Loss per share (basic & diluted) (i)	$	(0.04	)	$	(0.03	)	$	(0.05	)
Total assets (i)	$	1,124,887		$	848,649		$	1,176,844


Quarterly Results		Q1 - 2010			Q4 - 2009			Q3 - 2009			Q2 - 2009
Total revenues	$	247,443		$	167,509		$	71,904		$	80,341
Net loss (i)	$	(1,269,550	)	$	(1,542,823	)	$	(1,362,840	)	$	(1,220,152	)
Loss per share (basic & diluted) (i)	$	(0.04	)	$	(0.05	)	$	(0.04	)	$	(0.04	)
		Q1 - 2009			Q4 - 2008			Q3 - 2008			Q2 - 2008
Total revenues	$	96,226		$	119,895		$	82,357		$	120,636
Net loss (i)	$	(1,004,259	)	$	(922,917	)	$	(1,318,293	)	$	(1,048,780	)
Loss per share (basic & diluted) (i)	$	(0.03	)	$	(0.03	)	$	(0.04	)	$	(0.04	)

(i) Net loss, loss per share (basic & diluted) and the total assets reflect the impact of the change in accounting policy as described in Note 1 (b) to the unaudited interim consolidated financial statements.

Results of Operations – Q1 2010 compared to Q1 2009

Net losses were $1,269,550, or $0.04 per share, for the quarter ended March 31, 2010, compared to $1,004,259, or $0.03 per share, for the quarter ended March 31, 2009. Net losses include stock compensation charges of $195,220 in 2010 and $309,650 in 2009. The increase in net losses is attributable to higher clinical trial expenditures compared to 2009. The weighted average number of common shares outstanding for the quarter ended March 31, 2010 was 31,473,825 compared to 30,253,246 for the same period in 2009.

There are no non-recurring items during the period ended March 31, 2010.

Revenues

Revenues from sales amounted to $246,861 for the quarter ended March 31, 2010, compared with $96,226 for the quarter ended March 31, 2009. Sales of NicAlert/TobacAlert to a new client explain the increase in sales for the quarter. The development of therapeutic candidates and of moving therapeutic product candidates through clinical trials is a priority for the Corporation at this time. The growth of sales will become more of a priority once these candidates have reached the marketing stage. The Corporation expects that revenues will increase if and when product candidates pass clinical trials and are launched on the market.

Research and Development

Research and development expenditures were $975,575 for the quarter ended March 31, 2010, compared with $435,285 for the quarter ended March 31, 2009. Research and development expenditures include costs incurred in advancing Nymox’s BPH product candidate NX-1207 through clinical trials, as well as costs related to its R&D pipeline in development. The increase in expenses is attributable to higher expenditures on the clinical trial for NX-1207 compared to 2009. Expenditures were increased principally on salaries by approximately $73,000, clinical site services by approximately $300,000, laboratory services by approximately $60,000 and various other clinical trial related services by approximately $107,000 compared to the same period in 2009. In 2010, research tax credits amounted to $43,094 compared to $28,603 in 2009 as a result of additional expenditures claimed for refundable tax credits in 2010 as compared to 2009. The Corporation expects that research and develop ment expenditures will decrease as product candidates finish development and clinical trials. However, because of the early stage of development of the Corporation’s R&D projects, it is impossible to outline the nature, timing or estimated costs of the efforts necessary to complete these projects, nor the anticipated completion dates for these projects. The facts and circumstances indicating the uncertainties that preclude us from making a reasonable estimate of the costs and timing necessary to complete projects include the risks inherent in any field trials, the uncertainty as to the nature and extent of regulatory requirements both for safety and efficacy, and the ability to manufacture the products in accordance with current good manufacturing requirements (cGMP) and in sufficient quantities both for large scale trials and for commercial use. A drug candidate that shows efficacy can take a long period (7 years or more) to achieve regulatory approval. There is also uncertainty whether we will be able to successfully adapt our patented technologies or whether any new products we develop will pass proof-of-principle testing both in the laboratory and in clinical trials, and whether we will be able to manufacture such products at a commercially competitive price. In addition, given the very high costs of development of therapeutic products, we anticipate having to partner with larger pharmaceutical companies to bring therapeutic products to market. The terms of such partnership arrangements along with our related financial obligations cannot be determined at this time and the timing of completion of the approval of such products will likely not be within our sole control.

Marketing Expenses

Marketing expenditures were $39,729 for the quarter ended March 31, 2010, in comparison to expenditures of $35,572 for the quarter ended March 31, 2009. The increase for the quarter is due to an increase in costs of remuneration in 2010 compared to 2009. The Corporation expects that marketing expenditures will increase if and when new products are launched on the market.

General and Administrative Expenses

General and administrative expenses were $233,033 for the quarter ended March 31, 2010, compared with $213,463 for the quarter ended March 31, 2009. The increase for the quarter is due to higher expenditures in 2010 on salaries by approximately $13,000 and professional fees by approximately $8,000 compared to 2009. The Corporation expects that general and administrative expenditures will increase as new product development leads to expanded operations.

Stock-based Compensation

The Corporation accounts for stock option grants using the fair value method, with compensation cost measured at the date of grant and amortized over the vesting period. In the first quarter of 2010, stock-based compensation costs of $195,220 were recorded for the 3,565,500 options granted in 2006 which vest quarterly over six years. In 2009, stock-based compensation was $309,650, which included $203,820 relating to the 2006 option grant mentioned above as well as costs of $105,830 relating to the issuance of new options to employees of the Corporation.

Foreign Exchange

The Corporation incurs expenses in the local currency of the countries in which it operates, which include the United States and Canada. Approximately 72% of 2010 expenses (74% in 2009) were in U.S. dollars. Foreign exchange fluctuations had no meaningful impact on the Corporation’s results in 2010 or 2009.

Inflation

The Corporation does not believe that inflation has had a significant impact on its results of operations.

Results of Operations – Q1 2009 compared to Q1 2008

Net losses were $1,004,259, or $0.03 per share, for the quarter ended March 31, 2009, compared to $1,347,116, or $0.05 per share, for the quarter ended March 31, 2008. Net losses include stock compensation charges of $309,650 in 2009 and $204,680 in 2008. The decrease in net losses is attributable to reduced clinical trial expenditures compared to 2008. The weighted average number of common shares outstanding for the quarter ended March 31, 2009 was 30,253,246 compared to 29,462,138 for the same period in 2008.

Revenues

Revenues from sales amounted to $96,226 for the quarter ended March 31, 2009, compared with $104,484 for the quarter ended March 31, 2008. The variance for the quarter is due to a slight decrease in the sales of NicAlert/TobacAlert attributable to the economic slowdown.

Research and Development

Research and development expenditures were $435,285 for the quarter ended March 31, 2009, compared with $798,407 for the quarter ended March 31, 2008. Research and development expenditures include costs incurred in advancing Nymox’s BPH product candidate NX-1207 through clinical trials, as well as costs related to its R&D pipeline in development. The decrease in net losses is attributable to reduced clinical trial expenditures compared to 2008. R&D expenditures were reduced principally on salaries and consulting fees by approximately $123,000, lab supplies and services by approximately $64,000 and professional fees by approximately $106,000 compared to the same period in 2008. In 2009, research tax credits amounted to $28,603 compared to $38,003 in 2008. The decrease is attributable to the reduction of salaries in R&D areas not related to the NX-1207 project in 2009 as compared to 2008.

Marketing Expenses

Marketing expenditures were $35,572 for the quarter ended March 31, 2009, in comparison to expenditures of $53,089 for the quarter ended March 31, 2008. The decrease for the quarter compared to 2008 is due to reduced expenditures in 2009 on publicity by approximately $9,000, and promotional activities by approximately $8,000.

General and Administrative Expenses

General and administrative expenses were $213,463 for the quarter ended March 31, 2009, compared with $308,521 for the quarter ended March 31, 2008. The decrease for the quarter compared to 2008 is due to reduced expenditures in 2009 on shareholder relations by approximately $57,000, travel by approximately $10,000, salaries by approximately $13,000 and a reduction in insurance premiums at the time of renewal resulting in a decrease of approximately $10,000 in the quarter.

Stock-based Compensation

The Corporation accounts for stock option grants using the fair value method, with compensation cost measured at the date of grant and amortized over the vesting period. In the first quarter of 2009, stock-based compensation costs of $203,820 were recorded for the 3,565,500 options granted in 2006 which vest quarterly over six years, as well as costs of $105,830 relating to the issuance of new options to employees of the Corporation. In 2008, stock-based compensation was $204,680 relating to the 2006 option grant mentioned above.

Contractual Obligations

Nymox has no financial obligations of significance other than long-term lease commitments and other operating leases as follows:


Contractual Obligations		Total		Current		2-4 years		5+ years
Rent	$	139,262	$	139,262	$	0	$	0
Operating Leases	$	40,155	$	11,015	$	27,795	$	1,345
Total Contractual Obligations	$	179,417	$	150,277	$	27,795	$	1,345

The Corporation has no binding commitments for the purchase of property, equipment or intellectual property. The Corporation has no commitments that are not reflected in the balance sheet except for operating leases.

Transactions with Related Parties

The Corporation had no transactions with related parties in 2010 and 2009.

Financial Position

Liquidity and Capital Resources

As of March 31, 2010, cash totalled $779,112 and receivables including tax credits totalled $277,545. In November 2009, the Corporation signed a new common stock private purchase agreement, whereby an investor is committed to purchase up to $15 million of the Corporation’s common shares over a twenty-four month period. The agreement became effective December 10, 2009. As at March 31, 2010, two drawings were made under this purchase agreement, for total proceeds of $1,600,000. On January 22, 2010, 117,925 common shares were issued at a price of $4.24 per share. On March 1, 2010, 298,913 common shares were issued at a price of $3.68 per share.

At March 31, 2010, the Corporation can draw down a further $13,400,000 over the remaining 19 months under the agreement. The Corporation intends to access financing under this agreement when appropriate to fund its research and development. The Corporation believes that funds from operations as well as from existing financing agreements will be sufficient to meet the Corporation’s cash requirements for the next twelve months.

The Corporation must comply with general covenants in order to draw on its facility including maintaining its stock exchange listing and registration requirements and having no material adverse effects, as defined in the agreement, with respect to the business and operations of the Corporation.

Current Economic Environment

During the past year, the capital markets have been characterized by significant volatility and by a marked reduction in the ability of companies in all sectors to obtain public financing, and in particular, those in the biotechnology sector. As previously indicated, the Corporation depends on an equity financing arrangement with a private investment company to fund its activities. Since January 2003, the Corporation has had a Common Stock Private Purchase Agreement with the same investment company (the "Purchaser") that establishes the terms and conditions for the purchase of common shares by the Purchaser. This 24 month agreement has been replaced annually since 2003 in order to ensure that the Corporation has funding in place at all times for at least the coming year. In November 2009, the previous agreement was terminated and a new agreement was concluded with the Purchaser. In general, the Corporation can, at its discretion, require the Purchaser to purchase up to $15 mi llion of common shares over a 24-month period based on notices given by the Corporation. The Corporation may terminate the agreement before the 24-month term, if it has issued at least $8 million of common shares under the agreement. The Corporation made drawdowns for aggregate proceeds of $3,695,000 in 2008 and $4,105,000 in 2009 under the agreements, and has made two drawdowns in 2010 for aggregate proceeds of $1,600,000 under the current agreement. The Corporation is not aware of any information that would lead it to believe that the investor will not be able to meet its commitments under the current agreement.

Subsequent Events

As at May 14, 2010, one drawing was made under the common stock private purchase agreement, for total proceeds of $300,000. On May 4, 2010, 91,743 common shares were issued at a price of $3.27 per share.

Outstanding Share Data

As at May 14, 2010, there were 31,792,359 common shares of Nymox issued and outstanding. In addition, 4,574,000 share options are outstanding, of which 3,297,125 are currently vested. There are no warrants outstanding.

Disclosure Controls and Procedures

Disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed is accumulated and communicated to senior management on a timely basis so that appropriate decisions can be made regarding public disclosure. The Corporation’s Chief Executive Officer and its Chief Financial Officer are responsible for establishing and maintaining disclosure controls and procedures. They are assisted in this responsibility by the Corporation’s disclosure committee, which is composed of members of senior management. Based on an evaluation of the Corporation’s disclosure controls and procedures, the Chief Executive Officer and Chief Financial Officer have concluded that the disclosure controls and procedures were effective as of March 31, 2010.

Internal Control over Financial Reporting

Management’s Annual Report on Internal Control Over Financial Reporting

Management’s annual evaluation and report on the effectiveness of internal control over financial reporting as of our most recent fiscal year end December 31, 2009 was included in the 2009 Annual Management’s Discussion and Analysis and was based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on its evaluation under this framework, management concluded that our internal control over financial reporting was effective as of December 31, 2009.

Changes in Internal Controls Over Financial Reporting

There have been no changes since December 31, 2009 in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Future Accounting Policies

Consolidated financial statements and non-controlling interests

In January 2009, the CICA issued Handbook Section 1601, Consolidated Financial Statements, and Handbook Section 1602, Non-controlling Interests, which together replace Section 1600, Consolidated Financial Statements. These two sections are the equivalent to the corresponding provisions of International Accounting Standard No.27, Consolidated and Separate Financial Statements (January 2008). Section 1602 applies to the accounting for non-controlling interests and transactions with non-controlling interest holders in consolidated financial statements. The new Sections require, for each business combination, the acquirer to measure any non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s identifiable net assets. The new Sections also require non-controlling interest to be presented as a separate component of shareholders’ equity. Under Section 1602, non- controlling interest in income is not deducted in arriving at consolidated net income or other comprehensive income. Rather, net income and each component of other comprehensive income are allocated to the controlling and non-controlling interests based on relative ownership interests. These Sections apply to interim and annual consolidated financial statements relating to fiscal years beginning on or after January 1, 2011, and should be adopted concurrently with Section 1582, Business Combinations. The Corporation is currently assessing the future impact of these new standards on its consolidated financial statements, but has concluded that the non-controlling interest of $400,000 currently reported outside of shareholders’ equity, included in preferred shares of a subsidiary will be reclassified to shareholders’ equity as a result of adopting these new standards.

International Financial Reporting Standards

In February 2008, Canada’s Accounting Standards Board (AcSB) confirmed that Canadian generally accepted accounting principles, as used by publicly accountable enterprises, will be fully converged into International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standards Board (IASB). The changeover date is for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011. Therefore the Corporation will be required to report under IFRS for its 2011 interim and annual financial statements. The Corporation will convert to these new standards according to the timetable set within these new rules. The Corporation is currently assessing the future impact of these new standards on its consolidated financial statements and progressing towards implementation.

As at March 31, 2010, Management has begun the process of change-over to IFRS as follows: (1) the significant accounting policy choices have been assessed, (2) expert outside consultants have been engaged and the training program is in progress, (3) the scoping study has been prepared, (4) the review of GAAP related covenants and contracts has been completed, and (5) the accounting policy review and IFRS implementation plan process is underway.

To date, Management has identified an IFRS / Canadian GAAP difference related to the presentation of the Corporation’s preferred shares of a subsidiary which, based on the current IFRS standards, a portion of the $800,000 related to the convertible preferred shares of a subsidiary currently reported outside of shareholders’ equity, would need to be presented as a separate component of equity for IFRS purposes, based on International Accounting Standard 27, Consolidated and Separate Financial Statements (IAS 27).

Another IFRS/Canadian GAAP difference was identified by Management, which relates to the measurement of the Corporation’s stock-based compensation expense. Based on International Financial Reporting Standard 2, Share-based Payment, the Corporation’s stock options that vest in instalments need to be accounted for as though each instalment is a separate stock option grant, and therefore the fair value will be required to be measured separately for each instalment and recognized over the vesting period of each instalment. The Corporation is currently assessing the impact of this IFRS/Canadian GAAP difference for its IFRS transition date.

In addition, Management has initiated the process of the preparation of the Corporation’s disclosure requirements in accordance with IFRS, and noted a number of additional disclosure requirements, but this process is not completed yet as Management has not completed its diagnostic of all accounting differences between Canadian GAAP and currently issued IFRS.

Management anticipates that it should reach its preliminary conclusions of the identification of the key accounting differences between Canadian GAAP and IFRS during the first-half of 2010.

Management has partially completed its selection of the Corporation’s IFRS accounting policies and its selection of the IFRS 1 choices and exemptions for the first-time adoption of IFRS standards. Once this process is completed and we have obtained Audit Committee approval of our selection, we will be in a position to disclose this information.

Management does not anticipate any impact on the Corporation’s IT system.

As the review of the Corporation’s accounting policies under IFRS will be completed, appropriate changes to ensure the integrity of the Corporation’s internal control over financial reporting and disclosure controls and procedures will be made. This may result in additional controls and procedures being required to address related to first-time adoption of IFRS as well as ongoing IFRS reporting requirements.

An update regarding the progress of the Corporation’s conversion plan was provided to the Audit Committee of the Corporation prior to the release of these consolidated financial statements. Management expects that it will provide the Audit Committee quarterly updates moving forward and expects to provide more detailed public information regarding the status of the IFRS conversion plan, of the significant findings and of Management’s preliminary conclusions during 2010.

Forward Looking Statements

Certain statements included in this MD&A may constitute “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and Canadian securities legislation and regulations, and are subject to important risks, uncertainties and assumptions. This forward-looking information includes amongst others, information with respect to our objectives and the strategies to achieve these objectives, as well as information with respect to our beliefs, plans, expectations, anticipations, estimates and intentions. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “plan”, “foresee”, “believe” or “continue” or the negatives of these terms or variations of them or similar terminology. We refer you to the Corporation 46;s filings with the U.S. Securities and Exchange Commission and the Canadian securities regulatory authorities, as well as the “Risk Factors” section of this MD&A, and of our Form 20-F and of our Annual Information Form, for a discussion of the various factors that may affect the Corporation’s future results. The results or events predicted in such forward-looking information may differ materially from actual results or events.

Forward-looking statements do not take into account the effect that transactions or non-recurring or other special items announced or occurring after the statements are made have on the Corporation’s business. For example, they do not include the effect of business dispositions, acquisitions, other business transactions, asset writedowns or other charges announced or occurring after forward-looking statements are made. The financial impact of such transactions and non-recurring and other special items can be complex and necessarily depends on the facts particular to each of them.

We believe that the expectations represented by our forward-looking statements are reasonable, yet there can be no assurance that such expectations will prove to be correct. Furthermore, the forward-looking statements contained in this report are made as of the date of this report, and we do not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise unless required by applicable legislation or regulation. The forward-looking statements contained in this report are expressly qualified by this cautionary statement.

NYMOX PHARMACEUTICAL CORPORATION

Notes to Interim Consolidated Financial Statements

(Unaudited)

Periods ended March 31, 2010, 2009 and 2008

(in US dollars)

Nymox Pharmaceutical Corporation (the "Corporation"), incorporated under the Canada Business Corporations Act, including its subsidiaries, Nymox Corporation, a Delaware Corporation, and Serex Inc. of New Jersey, is a biopharmaceutical corporation, which specializes in the research and development of products for the aging population. The Corporation developed AlzheimAlert^TM, a urinary test that aids physicians in the diagnosis of Alzheimer’s disease. The Corporation also markets NicAlert^TMand TobacAlert^TM, tests that use urine or saliva to detect use of tobacco products. The Corporation is developing NX-1207, a novel treatment for benign prostatic hyperplasia which is in Phase 3 clinical trials. The Corporation is also developing therapeutics for the treatment of Alzheimer’s disease and new anti-bacterial agents for the treatment of urinary tract and other bacterial infections in humans, including a treatment for E. coli O157:H7 bacterial contamination in meat and other food and drink products.

Since 1989, the Corporation’s activities and resources have been primarily focused on developing certain pharmaceutical technologies. The Corporation is subject to a number of risks, including the successful development and marketing of its technologies and maintaining access to existing financing arrangements under the Common Stock Private Purchase Agreement referred to in note 2 (a). The Corporation depends on this financing to fund its operations. In order to achieve its business plan and the realization of its assets and liabilities in the normal course of operations, the Corporation anticipates the need to raise additional capital and/or achieve sales and other revenue generating activities. Management believes that funds from operations as well as existing financing facilities will be sufficient to meet the Corporation's requirements for the next year.

The Corporation is listed on the NASDAQ Stock Market.


1.	Basis of presentation:


	(a)	Interim financial statements:

The unaudited interim consolidated financial statements of the Corporation have been prepared under Canadian generally accepted accounting principles and reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results of the interim periods presented. Accordingly, they do not include all disclosures required for annual financial statements and should be read in conjunction with the most recent annual consolidated financial statements of the Corporation as at, and for, the year ended December 31, 2009. The interim consolidated financial statements follow the same accounting policies and methods of application as described in note 2 of the annual consolidated financial statements for the year ended December 31, 2009. The results for any quarter are not necessarily indicative of the results for the full year.

NYMOX PHARMACEUTICAL CORPORATION

Notes to Interim Consolidated Financial Statements, Continued

(Unaudited)

Periods ended March 31, 2010, 2009 and 2008

(in US dollars)


1.	Basis of presentation (continued):


	(b)	Changes in accounting policies:


	(i)	Accounting changes:

Goodwill and intangible assets

Effective with the commencement of its 2009 fiscal year, the Corporation adopted the Canadian Institute of Chartered Accountants ("CICA") Handbook Section 3064, Goodwill and Intangible Assets, which replaced Section 3062, Goodwill and Other Intangible Assets, and Section 3450, Research and Development Costs. The standard provides guidance on the recognition of intangible assets in accordance with the definition of an asset and the criteria for asset recognition, whether these assets are separately acquired or internally developed. This standard applies to interim and annual financial statements relating to fiscal years beginning on or after October 1, 2008, and has been adopted on a retrospective basis effective from the first quarter of fiscal 2009.

Prior to the adoption of Section 3064, the Corporation capitalized and amortized direct costs incurred to secure patents related to internally-generated assets on a straight-line basis over 17 years.

As a result of adopting this Section, starting January 1, 2009, direct costs incurred to secure patents are no longer capitalized by the Corporation. As well, comparative financial information for previous financial periods reflects the financial position and results of operations that would have resulted if the patent costs had not been capitalized in those previous periods. The impact of adopting this Section, on a retrospective basis, is as follows:


		2008

Net loss and comprehensive loss:
As previously reported	$	(1,232,063	)
Effect of adopting this new accounting policy		(115,053	)
As recast	$	(1,347,116	)

Basic and diluted loss per share:
As previously reported	$	(0.04	)
Effect of adopting this new accounting policy		(0.01	)
As recast	$	(0.05	)

NYMOX PHARMACEUTICAL CORPORATION

Notes to Interim Consolidated Financial Statements, Continued

(Unaudited)

Periods ended March 31, 2010, 2009 and 2008

(in US dollars)


1.	Basis of presentation (continued):


	(b)	Changes in accounting policies (continued):


	(ii)	Future accounting changes:

Consolidated financial statements and non-controlling interests

In January 2009, the CICA issued Handbook Section 1601, Consolidated Financial Statements, and Handbook Section 1602, Non-controlling Interests, which together replace Section 1600, Consolidated Financial Statements. These two Sections are the equivalent of the corresponding provisions of International Accounting Standard ("IAS") No. 27 ("IAS 27"), Consolidated and Separate Financial Statements (January 2008). Section 1602 applies to the accounting for non-controlling interests and transactions with non-controlling interest holders in consolidated financial statements. The new Sections require, for each business combination, the acquirer to measure any non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s identifiable net assets. The new Sections also require non-controlling interest to be presented as a separate component of shareholders& #146; equity. Under Section 1602, non-controlling interest in income is not deducted in arriving at consolidated net income or other comprehensive income. Rather, net income and each component of other comprehensive income are allocated to the controlling and non-controlling interests based on relative ownership interests. These Sections apply to interim and annual consolidated financial statements relating to fiscal years beginning on or after January 1, 2011, and should be adopted concurrently with Section 1582, Business Combinations. The Corporation is currently assessing the future impact of these new standards on its consolidated financial statements, but has concluded that the non-controlling interest of $400,000 currently reported outside of shareholders’ equity, included in preferred shares of a subsidiary, will be reclassified to shareholders’ equity as a result of adopting these new standards.

International Financial Reporting Standards

In February 2008, AcSB confirmed that Canadian GAAP, as used by publicly accountable enterprises, will be fully converged into International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standards Board ("IASB"). The changeover date is for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011. Therefore, the Corporation will be required to report under IFRS for its 2011 interim and annual financial statements. The Corporation will convert to these new standards according to the timetable set within these new rules. The Corporation is currently assessing the future impact of these new standards on its consolidated financial statements and progressing towards implementation.

NYMOX PHARMACEUTICAL CORPORATION

Notes to Interim Consolidated Financial Statements, Continued

(Unaudited)

Periods ended March 31, 2010, 2009 and 2008

(in US dollars)


2.	Share capital:


	(a)	Common Stock Private Purchase Agreement:

In November 2008, the Corporation entered into a Common Stock Private Purchase Agreement with an investment company (the "Purchaser") that established the terms and conditions for the purchase of common shares by the Purchaser. In November 2009, this agreement was terminated and a new agreement was concluded with the Purchaser. In general, the Corporation can, at its discretion, require the Purchaser to purchase up to $15 million of common shares over a 24-month period based on notices given by the Corporation. The Corporation must comply with general covenants in order to draw on its facility, including maintaining its stock exchange listing and registration requirements and having no material adverse effects, as defined in the agreement, with respect to the business and operations of the Corporation.

The number of shares to be issued in connection with each notice shall be equal to the amount specified in the notice, divided by 97% of the average price of the Corporation's common shares for the five days preceding the giving of the notice. The maximum amount of each notice is $500,000 and the minimum amount is $100,000. The Corporation may terminate the agreement before the 24-month term, if it has issued at least $8 million of common shares under the agreement.

In the three-month period ended March 31, 2010, the Corporation issued 416,838 common shares (2009 - 253,859) to the Purchaser for aggregate proceeds of $1,600,000 (2009 -$800,000) under the agreements. As at March 31, 2010, the Corporation can require the Purchaser to purchase up to $13.4 million of common shares over the remaining 19 months of the agreement, provided the Corporation adheres to its covenants.


	(b)	Stock option plan:

The Corporation has a stock option plan for its key employees. A description of the plan is provided in note 7 (b) to the 2009 annual audited consolidated financial statements.

The following table provides the activity of stock option awards during the period and for options outstanding and exercisable at the end of the period, as well as the weighted average exercise price.

NYMOX PHARMACEUTICAL CORPORATION

Notes to Interim Consolidated Financial Statements, Continued

(Unaudited)

Periods ended March 31, 2010, 2009 and 2008

(in US dollars)


2.	Share capital (continued):


	(b)	Stock option plan (continued):


	Options outstanding
				Weighted
				average
	Number			exercise price

Outstanding, December 31, 2009	4,724,000		$	3.07
Expired	(150,000	)		3.00

Outstanding, March 31, 2009	4,574,000		$	3.07

Options exercisable	3,297,125		$	3.10

At March 31, 2010, the unrecognized compensation cost related to non-vested awards was $1,756,980 and the remaining weighted average recognition period is 27 months.

No options were granted during the three-month period ended March 31, 2010 (2009 -52,000 options having a weighted average grant date fair value of $2.04 per option; 2008 -there were no options granted during the period ended March 31, 2008).

The fair value of the options granted during the period ended March 31, 2009 was determined using the Black-Scholes pricing model using the following weighted average assumptions:


		2009

	Risk-free interest rate	1.71%
	Expected volatility	75.53%
	Expected life in years	5
	Dividend yield	0%

Dividend yield was determined to be nil, since it is the present policy of the Corporation to retain all earnings to finance operations.

NYMOX PHARMACEUTICAL CORPORATION

Notes to Interim Consolidated Financial Statements, Continued

(Unaudited)

Periods ended March 31, 2010, 2009 and 2008

(in US dollars)


2.	Share capital (continued):


	(c)	Earnings per share:

The diluted loss per share was the same amount as basic loss per share, as the effect of options would have been anti-dilutive, because the Corporation incurred losses in each of the last three fiscal years and quarters presented. All outstanding options could potentially be dilutive in the future.


3.	Canadian/US reporting differences:

The consolidated financial statements of the Corporation are prepared in accordance with Canadian GAAP, which conform, in all material respects, with US GAAP, except as described below:

Consolidated statements of operations, shareholders’ equity and cash flows:

The reconciliation of net loss and comprehensive loss, shareholders’ equity and cash flows reported in accordance with Canadian GAAP to US GAAP is as follows:


		2010			2009			2008

Net loss and comprehensive loss, Canadian GAAP	$	(1,269,550	)	$	(1,004,259	)	$	(1,347,116	)

Costs to secure patents (i)		16,015			42,447			187,535

Amortization of patents (i)		(71,836	)		(70,255	)		(72,482	)

Net loss and comprehensive loss, US GAAP	$	(1,325,371	)	$	(1,032,067	)	$	(1,232,063	)

Basic and diluted loss per share, US GAAP	$	(0.04	)	$	(0.03	)	$	(0.04	)

NYMOX PHARMACEUTICAL CORPORATION

Notes to Interim Consolidated Financial Statements, Continued

(Unaudited)

Periods ended March 31, 2010, 2009 and 2008

(in US dollars)


3.	Canadian/US reporting differences (continued):

Consolidated statements of operations, shareholders’ equity and cash flows (continued):


		2010			2009			2008

Cash flows from operating activities, Canadian GAAP	$	(1,403,091	)	$	(609,645	)	$	(1,022,170	)
Costs to secure patents		16,015			42,447			187,535

Changes in operating assets and liabilities:
Accounts payable and accrued liabilities		50,634			(42,447	)		(187,535	)

Cash flows from operating activities, US GAAP	$	(1,336,442	)	$	(609,645	)	$	(1,022,170	)

Cash flows from investing activities, Canadian GAAP	$	(6,499	)	$	–		$	–
Additions to patent costs		(66,649	)		–			–

Cash flows from investing activities, US GAAP	$	(73,148	)	$	–		$	–

Non-cash transactions, Canadian GAAP	$	–		$	–		$	–
Additions to patent costs included in accounts payable and accrued liabilities at quarter-end		547,671			603,621			400,051

Non-cash transactions, US GAAP	$	547,671		$	603,621		$	400,051


	(i)	Costs to secure patents:

As disclosed in note 1 (b) (i), the Corporation adopted the CICA Handbook Section 3064, Goodwill and Intangible Assets, effective January 1, 2009, on a retrospective basis. For US GAAP purposes, the Company will continue to capitalize and amortize direct costs incurred to secure patents related to internally-generated intangible assets, on a straight-line basis over 17 years.


	(ii)	Noncontrolling interest:

The noncontrolling interest of $400,000 included in preferred shares of a subsidiary for Canadian GAAP purposes is presented as a separate component of equity for US GAAP purposes, retrospectively.

NYMOX PHARMACEUTICAL CORPORATION

Notes to Interim Consolidated Financial Statements, Continued

(Unaudited)

Periods ended March 31, 2010, 2009 and 2008

(in US dollars)


3.	Canadian/US reporting differences (continued):

Consolidated statements of operations, shareholders’ equity and cash flows (continued):


	(iii)	Stock-based compensation:

For US GAAP purposes, on January 1, 2006, the Corporation adopted Topic 718, Compensation - Stock Compensation, in the Accounting Standards Codification (''ASC''), which requires the expensing of all options issued, modified or settled based on the grant date fair value over the period during which the employee is required to provide service. The Corporation adopted the guidance using the modified prospective approach, which requires application of the standard to all awards granted, modified or cancelled after January 1, 2006, and to all awards for which the requisite service has not been rendered as at such date.

Previously, the Corporation elected to follow the intrinsic value method of accounting under Accounting Principles Board ("APB") Opinion No. 25 ("APB 25"), Accounting for Stock Issued to Employees, in accounting for stock options granted to employees and directors. Under the intrinsic value method, compensation cost is recognized for the difference between the quoted market price of the stock at the grant date and the amount the individual must pay to acquire the stock. In addition, in accordance with Topic 718, compensation related to the stock options granted to non-employees has been recorded in the accounts based on the fair value of the stock options at the measurement date.

For Canadian GAAP purposes, the Corporation has been applying the fair value based method since January 1, 2004 to account for employee stock options. Prior to January 1, 2004, the Corporation applied the fair value based method only to stock-based payments to non-employees and applied the settlement method of accounting for employee stock options. Under the settlement method, any consideration paid by employees on the exercise of stock options was credited to share capital, and no compensation cost was recognized.


	(iv)	Change in reporting currency:

The Corporation adopted the US dollar as its reporting currency effective January 1, 2000. For Canadian GAAP purposes, the financial information for 1999 was translated into US dollars at the December 31, 1999 exchange rate. For US GAAP reporting purposes, assets and liabilities for all years presented have been translated into US dollars at the ending exchange rate for the respective year, and the statement of earnings, at the average exchange rate for the respective year.

NYMOX PHARMACEUTICAL CORPORATION

Notes to Interim Consolidated Financial Statements, Continued

(Unaudited)

Periods ended March 31, 2010, 2009 and 2008

(in US dollars)


3.	Canadian/US reporting differences (continued):

Consolidated statements of operations, shareholders’ equity and cash flows (continued):


	(v)	Redeemable noncontrolling interest:

The redeemable noncontrolling interest of $400,000 is presented outside of permanent equity, representing the maximum redemption amount, as no dividends have been declared. The amount has not changed since its inception from 2000 to the first quarter of 2010 as no loss has been allocated to it.


4.	Financial instruments:

Fair value disclosure:


		March 31, 2010			December 31, 2009
		Carrying amount	Fair value		Carrying amount		Fair value

Loans and receivables:
Accounts receivable and other receivables	$	94,536	94,536	$	91,011	$	91,011

Financial liabilities, at amortized cost:
Accounts payable		1,176,939	1,176,939		1,494,416		1,494,416
Accrued liabilities		146,541	146,541		235,535		235,535

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

The preferred shares of a subsidiary relate to redeemable and/or convertible preferred shares of Serex in the amount of $800,000. Up to 50% of the preferred shares are redeemable at any time at the option of the preferred shareholders for their issue price, subject to holders with at least 51% of the face value of the preferred shares asking for redemption, and sufficient funds being available in Serex. The preferred shares are also convertible at the option of the holders into common shares of Serex at a price of $3.946 per share.


Exhibit

99.1	Annual Report for the Quarter ended March 31, 2010
99.2	CEO Certifications
99.3	CFO Certifications


	NYMOX PHARMACEUTICAL CORPORATION
	(Registrant)



	By: /s/ Paul Averback
	Paul Averback
	President and Chief Executive Officer


	Interim Consolidated Balance Sheets	1

	Interim Consolidated Statements of Operations	2

	Interim Consolidated Statements of Shareholders' Equity	3

	Interim Consolidated Statements of Cash Flows	4

	Notes to Interim Consolidated Financial Statements	5


		2010			2009

Assets

Current assets:
Cash	$	779,112		$	668,702
Accounts receivable		49,922			66,354
Other receivables		44,614			24,657
Security deposit		26,994			26,994
Research tax credits receivable		183,009			251,158
Inventories		26,177			36,414
		1,109,828			1,074,279

Property and equipment		15,059			16,152

	$	1,124,887		$	1,090,431

Liabilities and Shareholders' Equity

Current liabilities:
Accounts payable	$	1,176,939		$	1,494,416
Accrued liabilities		146,541			235,535
Deferred lease inducement		7,903			12,646
		1,331,383			1,742,597

Preferred shares of a subsidiary (note 4)		800,000			800,000

Shareholders' equity:
Share capital (note 2)		59,555,147			57,955,147
Additional paid-in capital		4,683,585			4,488,365
Deficit		(65,245,228	)		(63,895,678	)
		(1,006,496	)		(1,452,166	)

Subsequent event (note 5)

	$	1,124,887		$	1,090,431


		2010			2009			2008

Cash flows from operating activities:
Net loss	$	(1,269,550	)	$	(1,004,259	)	$	(1,347,116	)
Adjustments for:
Depreciation and amortization		7,592			56,946			56,927
Stock-based compensation		195,220			309,650			204,680
Net change in operating assets and liabilities		(336,353	)		28,018			63,339
		(1,403,091	)		(609,645	)		(1,022,170	)

Cash flows from financing activities:
Proceeds from issuance of share capital		1,600,000			800,000			1,280,000
Share issue costs		(80,000	)		(40,000	)		(49,000	)
		1,520,000			760,000			1,231,000

Cash flows from investing activities:
Additions to property and equipment		(6,499	)		–			–

Net increase in cash		110,410			150,355			208,830

Cash, beginning of period		668,702			275,858			273,108

Cash, end of period	$	779,112		$	426,213		$	481,938


	Share capital				Additional paid-in
	Number		Dollars		capital		Deficit			Total
Balance, December 31, 2009	31,283,778	$	57,955,147	$	4,488,365	$	(63,895,678	)	$	(1,452,166	)
Issuance of share capital	416,838		1,600,000		–		–			1,600,000
Share issue costs	–		–		–		(80,000	)		(80,000	)
Stock-based compensation	–		–		195,220		–			195,220
Net loss	–		–		–		(1,269,550	)		(1,269,550	)
Balance, March 31, 2010	31,700,616	$	59,555,147	$	4,683,585	$	(65,245,228	)	$	(1,006,496	)
Balance, December 31, 2008	30,178,607	$	53,850,147	$	3,403,201	$	(58,560,354	)	$	(1,307,006	)
Issuance of share capital	253,859		800,000		–		–			800,000
Share issue costs	–		–		–		(40,000	)		(40,000	)
Stock-based compensation	–		–		309,650		–			309,650
Net loss	–		–		–		(1,004,259	)		(1,004,259	)
Balance, March 31, 2009	30,432,466	$	54,650,147	$	3,712,851	$	(59,604,613	)	$	(1,241,615	)


		March 31, 2010			December 31, 2009

Shareholders' equity, Canadian GAAP	$	(1,006,496	)	$	(1,452,166	)

Adjustments:
Costs to secure patents, net of amortization and write-down (i)		3,109,451			3,165,272
Noncontrolling interest (ii)		400,000			400,000
Stock-based compensation - options granted to non-employees (iii):
Cumulative compensation expense		(1,425,143	)		(1,425,143	)
Additional paid-in capital		1,477,706			1,477,706
Change in reporting currency (iv)		(62,672	)		(62,672	)
		3,499,342			3,555,163

Shareholders' equity, US GAAP (v)	$	2,492,846		$	2,102,997

1.	I have reviewed this quarterly report for the period ended March 31, 2010 of Nymox Pharmaceutical Corporation;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4.	The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a – 15(e) and 15d – 15(e)), and internal control over financial reporting (as defined in the Exchange Act Rules 13a–15(f) and 15d–15(f)) for the company and we have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5.	The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent function): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.