FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 16th, 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”).
STOCK OPTION AGREEMENTStock 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;
INDEMNITY AGREEMENTIndemnification 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:
MEMORANDUM OF LEASE AGREEMENT made effective the 1st day of July, 2005. BETWEEN: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.
CHANGE OF CONTROL AGREEMENTChange of Control Agreement • December 16th, 2005 • NUCRYST Pharmaceuticals Corp. • Pharmaceutical preparations • Alberta
CUMMINGS PROPERTIES, LLC STANDARD FORM 06010326-RSY-E COMMERCIAL LEASECommercial 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.
EMPLOYMENT AGREEMENTEmployment Agreement • December 16th, 2005 • NUCRYST Pharmaceuticals Corp. • Pharmaceutical preparations • Alberta
SERVICES AGREEMENTServices Agreement • December 16th, 2005 • NUCRYST Pharmaceuticals Corp. • Pharmaceutical preparations • Alberta
THIS AGREEMENT is made the 22nd day of December, 2005, between The Westaim Corporation, a corporation incorporated under the laws of the Province of Alberta with its head office located in Fort Saskatchewan, Alberta (hereinafter referred to as “Westaim”), and NUCRYST Pharmaceuticals Corp., a corporation incorporated under the laws of the Province of Alberta with its head office located in Fort Saskatchewan, Alberta (hereinafter referred to as “NUCRYST”).
THIS AGREEMENT made effective as of the 31st day of August, 2005. BETWEEN:Loan Agreement • December 16th, 2005 • NUCRYST Pharmaceuticals Corp. • Pharmaceutical preparations • Alberta
NUCRYST PHARMACEUTICALS CORP., a body corporate duly incorporated under the laws of the Province of Alberta (hereinafter referred to as the “Borrower”)
AMENDED AND RESTATED GENERAL SECURITY AGREEMENTGeneral Security Agreement • December 16th, 2005 • NUCRYST Pharmaceuticals Corp. • Pharmaceutical preparations • Alberta
This Agreement is made effective as of August 31, 2005 by NUCRYST PHARMACEUTICALS CORP. (the “Debtor”) having a place of business at 10102 - 114 Street, Fort Saskatchewan, Alberta T8L 3W4, in favor of The Westaim Corporation (the “Secured Party”).
Name of Subsidiary Company] STOCK OPTIONStock Option Agreement • December 16th, 2005 • NUCRYST Pharmaceuticals Corp. • Pharmaceutical preparations
MASTER SEPARATION AGREEMENTMaster Separation Agreement • December 16th, 2005 • NUCRYST Pharmaceuticals Corp. • Pharmaceutical preparations • Alberta
THIS MASTER SEPARATION AGREEMENT (this “Agreement”) is made and entered into 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”).
