NUCRYST Pharmaceuticals Corp. Sample Contracts

Contract
Amending Agreement • December 19th, 2005 • NUCRYST Pharmaceuticals Corp. • Pharmaceutical preparations

[***] indicates that text has been omitted which is the subject of a confidential treatment request. This text has been filed separately with the SEC.

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FORM OF REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 19th, 2005 • NUCRYST Pharmaceuticals Corp. • Pharmaceutical preparations • Alberta

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December [___], 2005, between NUCRYST Pharmaceuticals Corp., a corporation incorporated under the laws of Alberta, Canada (the “Company”), and The Westaim Corporation, a corporation incorporated under the laws of Alberta, Canada (“Westaim”).

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Contract
License and Development Agreement • December 19th, 2005 • NUCRYST Pharmaceuticals Corp. • Pharmaceutical preparations • Alberta

[***] indicates that text has been omitted which is the subject of a confidential treatment request. This text has been filed separately with the SEC.

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SECOND AMENDED AND RESTATED LICENSE AND DEVELOPMENT AGREEMENT This agreement made as of the 30th day of September, 2007.
License and Development Agreement • November 6th, 2007 • NUCRYST Pharmaceuticals Corp. • Surgical & medical instruments & apparatus • Alberta

NUCRYST PHARMACEUTICALS CORP., (formerly Westaim Biomedical Corp.) a corporation incorporated under the laws of Alberta, and NUCRYST PHARMACEUTICAL INC., (formerly Westaim Biomedical Inc.) a corporation incorporated under the laws of the State of Delaware in the United States of America

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KEEP WELL AGREEMENT
Keep Well Agreement • December 1st, 2009 • NUCRYST Pharmaceuticals Corp. • Surgical & medical instruments & apparatus • Alberta

SMITH & NEPHEW INC., a corporation incorporated under the laws of Canada (“S&N Canada”), SMITH & NEPHEW (OVERSEAS) LIMITED, a corporation formed and organized under the laws of England and Wales (“S&N Overseas”) (S&N Canada and S&N Overseas are sometimes hereinafter referred to collectively as “S&N”)

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Re: - Amended and Restated License and Development Agreement made as of February 20, 2002 (“License and Development Agreement”) - Distribution in Japan
NUCRYST Pharmaceuticals Corp. • December 19th, 2005 • Pharmaceutical preparations

This letter agreement is to confirm that the Japanese Distribution Agreement (as defined in the License and Development Agreement) is to be terminated and as a result thereof, upon such termination, S&N will be entitled to exercise the rights provided for in the License and Development Agreement in relation to Japan as if the exceptions with respect thereto were not included in the License and Development Agreement, all in accordance with the terms and conditions set out in this letter agreement.

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PERSONAL & CONFIDENTIAL January 15, 2008 Eliot M. Lurier 3 Whitridge Road Natick, MA 01760 Dear Eliot: Re: Revised Terms of Employment
Letter Agreement • March 4th, 2008 • NUCRYST Pharmaceuticals Corp. • Surgical & medical instruments & apparatus • Massachusetts

This letter (“Letter Agreement”) sets out the amendments we are prepared to offer to make to the terms of your employment with NUCRYST Pharmaceuticals Inc. and its subsidiaries (“NUCRYST”) that were set forth in our Offer of Employment dated March 16, 2005 and accepted by you on March 17, 2005, as previously amended (the “Terms of Employment”). Accordingly, effective January 1, 2008, we offer to amend the Terms of Employment as follows:

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NUCRYST PHARMACEUTICALS CORP. STOCK OPTION AWARD AGREEMENT
Stock Option Award Agreement • March 31st, 2009 • NUCRYST Pharmaceuticals Corp. • Surgical & medical instruments & apparatus • Alberta

WHEREAS, pursuant to the Company’s 1998 Equity Incentive Plan, as amended (the “Plan”), awards of Options may be granted to persons including executives of subsidiaries of the Company; and

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SUBORDINATION AND NON-DISTURBANCE AGREEMENT
Subordination and Non-Disturbance Agreement • December 14th, 2005 • NUCRYST Pharmaceuticals Corp. • Pharmaceutical preparations • Alberta

This Agreement dated as of May 8, 2001 is made among Montreal Trust Company of Canada, in its capacity as security trustee under a Security Trust Agreement dated as of May 8, 2001 (in such capacity, the “Security Trustee”), Montreal Trust Company of Canada, in its capacity as trustee under a Trust Indenture dated as of May 8, 2001 (in such capacity, the “Indenture Trustee”), Smith & Nephew Inc., Smith & Nephew, Inc. and T.J. Smith & Nephew Limited (collectively, “S&N”), and Westaim Biomedical Corp. and Westaim Biomedical Inc. (collectively, “Westaim”).

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NUCRYST PHARMACEUTICALS CORP. FORM OF STOCK OPTION AWARD AGREEMENT
Stock Option Award Agreement • December 19th, 2005 • NUCRYST Pharmaceuticals Corp. • Pharmaceutical preparations • Alberta
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FOURTH AMENDING LEASE AGREEMENT
Fourth Amending Lease Agreement • May 14th, 2007 • NUCRYST Pharmaceuticals Corp. • Surgical & medical instruments & apparatus

WHEREAS THE WESTAIM CORPORATION (“Lessor”) and NUCRYST PHARMACEUTICALS CORP. (“Lessee”) entered into a Memorandum of Lease Agreement dated July 1, 2005 (the“ Original Lease Agreement”) which was amended by Letter Agreement dated November 14, 2005 (the “First Amending Lease Agreement”), by a second amending lease agreement dated April 27, 2006 (the “Second Amending Lease Agreement”) and by a third amending lease agreement dated August 8, 2006 (the “Third Amending Lease Agreement”) collectively the “Lease Agreement”;

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SUPPORT AGREEMENT
Support Agreement • December 1st, 2009 • NUCRYST Pharmaceuticals Corp. • Surgical & medical instruments & apparatus • Alberta

SMITH & NEPHEW INC., a corporation incorporated under the laws of Canada and SMITH & NEPHEW (OVERSEAS) LIMITED, a corporation incorporated under the laws of England and Wales

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CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE
Confidential Separation Agreement and General Release • May 2nd, 2008 • NUCRYST Pharmaceuticals Corp. • Surgical & medical instruments & apparatus • Massachusetts

This CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE (this “Agreement”) is entered into effective the 15th day of April 2008, by and between Eliot M. Lurier (hereinafter “MR. LURIER”), NUCRYST Pharmaceuticals Inc., a Delaware Corporation, and NUCRYST Pharmaceuticals Corp., an Alberta corporation (hereinafter collectively referred to as “NUCRYST”).

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Telephone: (609)228-8202 Facsimile: (609)228-8220
Telephone • March 31st, 2009 • NUCRYST Pharmaceuticals Corp. • Surgical & medical instruments & apparatus • Alberta

This letter (“Letter Agreement”) sets out the amendments we agreed to make to the terms of your employment with NUCRYST Pharmaceuticals Corp. (“NUCRYST”) that are set forth in our Offer of Employment dated February 1, 2006 and accepted by you on February 2, 2006, as may be amended from time to time (the “Terms of Employment”).

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PERSONAL & CONFIDENTIAL
Letter Agreement • November 7th, 2007 • NUCRYST Pharmaceuticals Corp. • Surgical & medical instruments & apparatus • Massachusetts

We acknowledge your desire to retire from full-time employment as an executive officer with NUCRYST Pharmaceuticals Inc. (“NUCRYST”) and your willingness to remain on as a part time employee. Accordingly, this letter (“Letter Agreement”) sets forth the terms and conditions NUCRYST is prepared to offer to enable this transition to part-time status.

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AMENDED AND RESTATED SUPPLY AGREEMENT
Supply Agreement • November 6th, 2007 • NUCRYST Pharmaceuticals Corp. • Surgical & medical instruments & apparatus • Alberta

• When tested against Pseudomonas aeruginosa and Staphylococcus aureus in 2 hours achieves at least a 4.0 log reduction at time zero and a log reduction of 3.0 throughout the shelf life. Reference WI-8.2.4-2.017.

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Our Telephone: (780) 992-5626 Our Telefax: (780) 992-5601
Letter Agreement • March 31st, 2009 • NUCRYST Pharmaceuticals Corp. • Surgical & medical instruments & apparatus • New York

We refer to the Employment Agreement, dated as of the date hereof (the “Employment Agreement”), between you and NUCRYST Pharmaceuticals Inc. (the “Subsidiary”), a Delaware corporation and a majority owned subsidiary of NUCRYST Pharmaceuticals Corp. (the “Parent”). This letter agreement (this “Letter Agreement”) confirms the Parent’s agreement to be liable for the payment of all amounts due to you under the Employment Agreement. Capitalized terms used and not defined herein have the meanings ascribed to them in the Employment Agreement.

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AMENDING AGREEMENT
Amending Agreement • March 31st, 2009 • NUCRYST Pharmaceuticals Corp. • Surgical & medical instruments & apparatus • Alberta

THIS AGREEMENT, dated March , 2009 and made effective as of May 8, 2008 (the “Effective Date”) between NUCRYST Pharmaceuticals Corp., a corporation incorporated under the laws of the Province of Alberta (the “Company”), and David B. Holtz (the “Participant”).

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STOCK OPTION AGREEMENT
Stock Option Agreement • December 16th, 2005 • NUCRYST Pharmaceuticals Corp. • Pharmaceutical preparations

AND WHEREAS the Corporation has established the 1998 Equity Incentive Plan (the “Plan”) to govern the granting of options to purchase Common Shares in the capital of the Corporation;

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Contract
NUCRYST Pharmaceuticals Corp. • November 7th, 2008 • Surgical & medical instruments & apparatus

CUMMINGS PROPERTIES, LLC STANDARD FORM AMENDMENT TO LEASE # 2 In connection wlh a laaea in effect belwean the parties at 50-B. M nnd S Auilulion lload .. . Wakcficld . Mweechuastta, fully flxncuted on July 27. 2001 and currently termlnallns on July 30. J009 , and In consideration at tho mutual benefits (o bg derived herefrom, Gummlnrjs Properties, LLG, LESSOR, and NUCRYST Pharmaceuticals Inc. , LESSEE, horeby agree, efteollwi September i. 2008 , lo amend sa!d leaea, Including ifa leritiE, eondillone, covonents end obligations (terms”), as follows; 1. Base rant Is hnreby changed to three hundred ninety three thousand five hundred foftv seven (393,547) dollars par year or $32.795.58 per month. 2. Tha baao month from which to dslemnlne thfl amount of each amual Increase In ihn ‘Cost of Living’ uhaSS be November 2QQ7 , which (Inure shall be compared with lha figure for Nwamber 2008 , and uuch Novomber ttioroflfterto determine thd Increaes (If any) In tho baaa rent 1o be paid during tlis fo

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SECURITY TRUST AGREEMENT dated as of May 8, 2001 among WESTAIM BIOMEDICAL CORP. and MONTREAL TRUST COMPANY OF CANADA, in its capacity as Security Trustee for and on behalf of S&N
Security Trust Agreement • December 14th, 2005 • NUCRYST Pharmaceuticals Corp. • Pharmaceutical preparations • Alberta

This SECURITY TRUST AGREEMENT, dated as of May 8, 2001, is made among WESTAIM BIOMEDICAL CORP. (“Westaim”), and MONTREAL TRUST COMPANY OF CANADA, in its capacity as security trustee for and on behalf of S&N (in such capacity, the “Security Trustee”)

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SUPPLY AGREEMENT
Supply Agreement • December 14th, 2005 • NUCRYST Pharmaceuticals Corp. • Pharmaceutical preparations • Alberta
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INDEMNITY AGREEMENT
Indemnity Agreement • December 16th, 2005 • NUCRYST Pharmaceuticals Corp. • Pharmaceutical preparations • Alberta

NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the Executive serving as a director and/or officer of the Corporation or any Subsidiary, and the sum of ONE DOLLAR ($1.00) paid by the Executive to the Corporation (the receipt and sufficiency of which is acknowledged by the Corporation) and in consideration of the mutual promises and covenants herein contained, the parties agree as follows:

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CONSULTING AGREEMENT
Consulting Agreement • December 31st, 2008 • NUCRYST Pharmaceuticals Corp. • Surgical & medical instruments & apparatus • Massachusetts

This Consulting Agreement (the “Agreement”) is made effective as of the 1st day of January, 2009 (the “Effective Date”) between NUCRYST PHARMACEUTICALS INC., of 101 College Road East, Princeton, NJ 08540 (“NUCRYST”) and EDWARD GAJ, Jr., of 20 Sugarbush Lane, Andover, MA 01810 (the “Consultant”).

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Contract
Supply Agreement • December 19th, 2005 • NUCRYST Pharmaceuticals Corp. • Pharmaceutical preparations • Alberta

[***] indicates that text has been omitted which is the subject of a confidential treatment request. This text has been filed separately with the SEC.

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SURRENDER OF LEASE
Surrender of Lease • March 4th, 2008 • NUCRYST Pharmaceuticals Corp. • Surgical & medical instruments & apparatus

WHEREAS THE WESTAIM CORPORATION (“Lessor”) and NUCRYST PHARMACEUTICALS CORP. (“Lessee”) entered into a Memorandum of Lease Agreement dated July 1, 2005 (the” Original Lease Agreement”) which was amended by Letter Agreement dated November 14, 2005 (the “First Amending Lease Agreement”), by a second amending lease agreement dated April 27, 2006 (the “Second Amending Lease Agreement”), by a third amending lease agreement dated August 8, 2006 (the “Third Amending Lease Agreement”), and by a fourth amending lease agreement dated April 30, 2007 (the “Fourth Amending Lease Agreement”), collectively the “Lease Agreement”;

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Contract
Asset Purchase Agreement • December 19th, 2005 • NUCRYST Pharmaceuticals Corp. • Pharmaceutical preparations • Alberta

[***] indicates that text has been omitted which is the subject of a confidential treatment request. This text has been filed separately with the SEC.

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TRUST INDENTURE
NUCRYST Pharmaceuticals Corp. • December 14th, 2005 • Pharmaceutical preparations • Alberta

MONTREAL TRUST COMPANY OF CANADA, a trust company incorporated under the laws of Canada and duly authorized to carry on a trust business in each Province of Canada

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MEMORANDUM OF LEASE AGREEMENT made effective the 1st day of July, 2005. BETWEEN:
Memorandum of Lease Agreement • December 16th, 2005 • NUCRYST Pharmaceuticals Corp. • Pharmaceutical preparations • Alberta

IN CONSIDERATION of the rents, covenants and agreements hereinafter reserved and contained, the following constitutes a lease between the Parties of the Leased Premises in the Buildings located on the Lands, on the terms and subject to the covenants and agreements of the Parties hereinafter set out.

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AIMS I AMENDING LEASE AGREEMENT
Aims I Amending Lease Agreement • December 22nd, 2006 • NUCRYST Pharmaceuticals Corp. • Surgical & medical instruments & apparatus

WHEREAS THE WESTAIM CORPORATION (“Lessor”) and NUCRYST PHARMACEUTICALS CORP. (“Lessee”) entered into a Memorandum of Lease Agreement dated effective December 1st, 2005 (the “Aims I Lease Agreement”);

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CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • December 16th, 2005 • NUCRYST Pharmaceuticals Corp. • Pharmaceutical preparations • Alberta
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NUCRYST PHARMACEUTICALS CORP. DIRECTOR STOCK OPTION AWARD AGREEMENT
Director Stock Option Award Agreement • August 5th, 2009 • NUCRYST Pharmaceuticals Corp. • Surgical & medical instruments & apparatus • Alberta

WHEREAS, on December 21, 2005, the Board of Directors of the Company (the “Board”) approved and adopted the Company’s 1998 Equity Incentive Plan (as amended) (the “Plan”) and the Plan was subsequently approved by the Toronto Stock Exchange; and

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CUMMINGS PROPERTIES, LLC STANDARD FORM 06010326-RSY-E COMMERCIAL LEASE
Lease • December 16th, 2005 • NUCRYST Pharmaceuticals Corp. • Pharmaceutical preparations • Wakefield

In consideration of the covenants herein contained, Cummings Properties, LLC, hereinafter called LESSOR, does hereby lease to Westaim Biomedical Inc.(a DE corp.), 1 Hampton Road, Suite 302, Exeter, NH 03833 hereinafter called LESSEE, the following described premises, hereinafter called the leased premises; approximately 18,930 leasable square feet (including 1% common area) at 50-B and M Audubon Road, Wakefield, MA 01880 TO HAVE AND HOLD the leased premises for a term of five (5) years commencing at noon on September 1, 2001 and ending at noon on August 30, 2006 unless sooner terminated as herein provided. LESSOR and LESSEE now covenant and agree that the following terms and conditions shall govern this lease during the term hereof and for such further time as LESSEE shall hold the leased premises or any portion thereof.

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NUCRYST PHARMACEUTICALS CORP. RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • November 7th, 2007 • NUCRYST Pharmaceuticals Corp. • Surgical & medical instruments & apparatus • Alberta

WHEREAS, on December 21, 2005, the Board of Directors of the Company (the “Board”) approved and adopted the Company’s 1998 Equity Incentive Plan (as amended) (the “Plan”) and the Plan was subsequently approved by the Toronto Stock Exchange; and

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THIRD AMENDING LEASE AGREEMENT
Third Amending Lease Agreement • August 8th, 2006 • NUCRYST Pharmaceuticals Corp. • Surgical & medical instruments & apparatus

WHEREAS THE WESTAIM CORPORATION (“Lessor”) and NUCRYST PHARMACEUTICALS CORP. (“Lessee”) entered into a Memorandum of Lease Agreement dated July 1, 2005 (the“ Original Lease Agreement”) which was amended by Letter Agreement dated November 14, 2005 (the “First Amending Lease Agreement”) and by a second amending lease agreement dated April 27, 2006 (the “Second Amending Lease Agreement”);

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