Code of Ethics for Senior Financial Officers

Statement of Principle

Nymox is committed to maintaining the highest standard of moral and ethical behavior in its relationships with its stockholders, customers, suppliers, and partners and with the communities in which it conducts business. All employees, officers and directors are expected to conduct themselves professionally and in a manner that will enhance the reputation of the Company and its business and avoid even the appearance of improper personal or business conduct.

This Code of Ethics for Senior Financial Officers, applies to the Company’s chief executive officer (CEO) and the chief financial officer (CFO) as well as other senior officers of the Company and its subsidiaries who perform similar functions, and includes officers acting as a head of a subsidiary or an affiliate or in the capacity as comptroller or head of accounting (“Senior Financial Officers”). This Code of Ethics for Senior Financial Officers supplements the Company’s Code of Business Conduct, which sets forth fundamental principles and key policies and procedures that govern the conduct of all of the members of the Board of Directors, officers and employees of our Company. Senior Financial Officers are bound by the requirements and guidelines set forth in the Code of Business Conduct, this Code of Ethics for Senior Financial Officers and other policies and procedures provided by the Company to its employees. For questions about the provisions of this Code of Ethics for Senior Financial Officers, apparent conflicts between this Code of Ethics for Senior Financial Officers and applicable law, or your conduct or the conduct of others in a particular circumstance, the “Compliance Procedures” at the end of this Code of Ethics for Senior Financial Officers should be followed. Senior Financial Officers are expected to comply with this Code of Ethics for Senior Financial Officers, except in cases where an applicable law conflicts with the Code of Ethics for Senior Financial Officers. The provisions of this Code of Ethics for Senior Financial Officers will be vigorously enforced and violators will be subject to disciplinary action, up to and including termination of employment.

Honest and Ethical Conduct

1. Compliance with Laws, Rules and Regulations

Senior Financial Officers are expected to carry out their responsibilities in compliance with all applicable laws, rules and regulations and in accordance with the highest standards of business ethics. Senior Financial Officers are expected to remain informed on laws and regulations applicable to their responsibilities and to ensure that those reporting to them are also informed. Advice in this regard should be sought from the Company’s General Counsel and other sources whenever appropriate.

2. Full and Fair Disclosure

Senior Financial Officers are expected to provide and to promote the disclosure of full, fair, accurate, timely and understandable Company information in compliance with all applicable laws, rules and regulations in all reports and documents that the Company files with, or submits to, the Securities and Exchange Commission, the NASDAQ Market, and other federal, state and provincial government or market regulatory bodies and in all other public communications made by the Company. In furtherance of the foregoing, Senior Financial Officers are responsible for ensuring that the Company’s books and records are maintained in accordance with applicable accounting policies, laws, rules and regulations; and establishing and maintaining internal controls and procedures and disclosure controls and procedures designed to assure that financial information is recorded, processed and transmitted to those responsible for preparing periodic reports and other public communications containing financial information so that they are complete, accurate and timely. No Senior Financial Officer shall take any action to unlawfully influence, coerce, manipulate or mislead the Company’s independent auditors for the purpose of rendering the Company’s audited financial statements materially misleading.

3. Conflicts of Interest

Senior Financial Officers are expected to avoid conflicts of interest situations. A conflict of interest occurs when an individual’s private interests interfere, or appear to interfere or conflict, in any way, with the interests of the Company, such as when the individual receives improper personal benefits as a result of his or her position with the company, or when the individual has other duties, responsibilities or obligations that run counter to his or her duty to the company. In addition to the conflicts of interest listed in the Code of Business Conduct, Senior Financial Officers must avoid the following actions that may give rise to a conflict of interest or the appearance of a conflict of interest:

• accepting any benefits from the Company that have not been duly authorized and approved pursuant to Company policy and procedure;
• participating in a joint venture, partnership or other business arrangement with the Company or any of its affiliates, without the prior written approval of the Board; and
• accepting, directly or indirectly, money or benefits of any kind from a third party as compensation or payment for any advice or services provided to a client, supplier or anyone else in connection with its business with the Company.

Senior Financial Officers must disclose to the Board or General Counsel whenever a spouse or significant other, children, parents, or in-laws, or anyone else with whom the senior financial officer has a familial relationship, is an employee, officer, director, principal or major shareholder of competitor, customer or supplier of the Company (“Business Partner”). The Company will assess the extent of any conflict or appearance of conflict and how that issue may be resolved. The Company will refer the situation to the Audit Committee of the Board for review and approval, if appropriate. Senior Financial Officers must carefully guard against inadvertently disclosing the Company’s confidential information to any Business Partner or being involved in decisions on behalf of the Company concerning any such Business Partner.

Senior Financial Officers must disclose on an ongoing basis any existing, proposed or potential related party transactions between the Company and themselves or a Business Partner (or an enterprise controlled by either of them) to the Company for review for potential conflict of interest situations and referral to the Audit Committee if so required. All such transactions meeting the test of “related party transaction” under the applicable SEC, NASDAQ or other securities law rules must be reviewed and approved by the Audit Committee of the Board.

It is not possible to list all situations in which a conflict of interest may exist or may appear to exist. The Company relies on the integrity and good judgment of Senior Financial Officers in these matters. If questions arise, Senior Financial Officers should consult with General Counsel. Any Senior Financial Officer who becomes aware of a conflict or potential conflict must bring it to the attention of the General Counsel or the Board.

4. Corporate Opportunities

A Senior Financial Officer violates his or her duty of loyalty to the Company if he or she personally profits from a business opportunity that rightfully belongs to the Company. Senior Financial Officers are prohibited from taking for themselves personally opportunities that are discovered through the use of corporate property, information or position without the prior written consent of the Company and approval of the Board. Senior Financial Officers may not use corporate property, information, or position for improper personal gain, and may not compete with the Company. In addition, Senior Financial Officers owe a duty to the Company to advance the Company’s legitimate interests when the opportunity to do so arises.

5. Confidentiality

Senior Financial Officers must maintain the confidentiality of non-public proprietary information entrusted to them by the Company or its customers or other parties with whom we do business, except when disclosure is authorized or legally required. The Company’s General Counsel or outside counsel can advise when disclosure is so authorized or required. This principle applies to all communications, whether oral, written or electronic. Examples of proprietary information are set forth in the Code of Business Conduct. In addition, all Senior Financial Officers are expected to fully understand and comply with the Company’s policies on the protection of proprietary information as set out in the Code of Business Conduct. It is important to remember that all employees, as a condition to employment, signed an agreement to maintain the confidentiality of the Company’s proprietary information and to use such information only in the course of employment. These obligations continue even after an employee leaves the Company.

6. Insider Trading

Senior Financial Officers who have access to material non-public information regarding the Company or any other entity are not permitted to use or share that information for purposes of trading securities of the Company or such other entity or for any other purpose except for the conduct of our business. All material non-public information should be considered confidential information. Senior Financial Officers must read and comply with the Company’s procedures and policies for trading in Company stock. In addition, all Senior Financial Officers must report all their trades and holdings in Company stock to the CFO and provide appropriate authorization for the reporting of such trades or holdings to the appropriate regulatory authority on a timely basis.

7. Fair Dealing

Senior Financial Officers are expected to respect and protect any confidential or proprietary information shared by customers, suppliers or others. No Senior Financial Officer acting on behalf of the Company should take unfair advantage of others through dishonest, unethical or illegal practices, including false or misleading statements.

8. Protection and Proper Use of Company Assets

All Senior Financial Officers should protect the Company’s assets, including its proprietary information, to ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company’s profitability. All Company assets (including Company equipment) should be used only for legitimate business purposes. Any suspected incident of misuse of Company assets, fraud or theft should be immediately reported for investigation.

9. Loans, Expenses and Disbursements

Any proposed loans to a Senior Financial Officer must be vetted by the Audit Committee of the Board for compliance with legal requirements and corporate policy and approval. Any reimbursement of expenses or disbursements to a Senior Financial Officer or his or her family member must be pre-approved by the CFO. A Senior Financial Officer with signing authority over any of the accounts of the Company must get pre-approval from the CFO of any significant disbursement of funds from that account.

10. Encouraging the Reporting of any Illegal or Unethical Behavior

Senior Financial Officers are expected to promote ethical behavior and create a culture of compliance with all applicable laws, rules and regulations. Senior Financial Officers should promote an environment in which the Company:

• encourages employees to communicate openly with supervisors, managers and other appropriate personnel when in doubt about the best course of action in a particular situation;
• encourages employees to report violations of laws, rules and regulations to appropriate personnel; and
• informs employees that the Company will not allow retaliation for reports made in good faith.

Compliance Procedures

1. Oversight

All employees, officers and directors must work to ensure compliance with this Code of Ethics for Senior Financial Officers and prompt and consistent action against violations. This Code of Ethics for Senior Financial Officers sets forth certain general guidelines, and does not address every specific situation that may arise. General Counsel can provide guidance on interpreting and applying this Code of Ethics for Senior Financial Officers as well as the Code of Business Conduct when questions arise.

2. Reports of Noncompliance

Senior Financial Officers must report suspected instances of violations of this Code of Ethics for Senior Financial Officers to the CEO, CFO or General Counsel, where appropriate. Reports of serious violations of law, rules or regulations involving the accounting or financial reporting of the Company, the trading in the Company’s stock or the safety of the Company’s products shall be made in writing and may be made anonymously, if necessary. If Senior Financial Officers are uncomfortable discussing these matters with the above-mentioned persons, they may report directly to any member of the Audit Committee of the Board.

Complaints regarding the Company’s accounting, internal accounting controls or auditing matters, including any questions concerning their integrity, accuracy, reliability and honesty are governed by the Company’s policies and procedures about handling complaints as established by the Audit Committee of the Board.

The Company will not allow retaliation for reports of misconduct made in good faith by Senior Financial Officers. In addition, Senior Financial Officers are free to speak to the General Counsel about questions arising from the provisions of this Code of Ethics for Senior Financial Officers, apparent conflicts between this Code of Ethics for Senior Financial Officers and applicable law, or if in doubt about the best course of action to take in a particular situation.

3. Accountability

All reported violations of this Code of Ethics for Senior Financial Officers will be promptly investigated and dealt with. All such reports shall be treated confidentially to the fullest extent possible. Senior Financial Officers are expected to cooperate fully in any internal investigations of misconduct. Every reasonable effort will be made to prevent the occurrence of conduct not in compliance with this Code of Ethics for Senior Financial Officers and to halt and remediate any such conduct that may occur as soon as reasonably possible after its discovery.

Senior Financial Officers who violate this Code of Ethics for Senior Financial Officers, the Code of Business Conduct and/or other Company policies and procedures will be subject to disciplinary actions, up to and including termination of employment. In special cases, the Company may be obligated to refer violations of this Code of Ethics for Senior Financial Officers to appropriate law enforcement officials. Senior Financial Officers are expected to cooperate fully in any governmental investigation.

In addition, disciplinary measures, up to and including termination of employment, will be taken against any Senior Financial Officer who directs or approves infractions or violations of this Code of Ethics for Senior Financial Officers, the Code of Business Conduct or other Company policies or procedures or has knowledge of them and does not promptly report and correct them in accordance with this Code of Ethics for Senior Financial Officers, the Code of Business Conduct or other applicable Company policies.

4. Amendments to and Waivers to the Code of Ethics for Senior Financial Officers

Only the Audit Committee of the Board of Directors shall have the authority to grant or approve any waiver or substantive amendment of this Code of Ethics for Senior Financial Officers. Waivers shall be granted only when truly necessary and warranted, and be subject to limitations and qualifications designed as to protect the Company to the greatest extent possible. Any such waiver along with the reasons for the waiver and any such amendment to this Code of Ethics for Senior Financial Officers shall be disclosed promptly to the shareholders and the public, as required by law or regulation.