0001193125-09-245176 Sample Contracts

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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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

ASSET PURCHASE AGREEMENT Dated as of November 10, 2009
Asset Purchase Agreement • December 1st, 2009 • NUCRYST Pharmaceuticals Corp. • Surgical & medical instruments & apparatus • Alberta

NUCRYST PHARMACEUTICALS CORP., a corporation incorporated under the laws of the Province of Alberta (the “Vendor”), and NUCRYST PHARMACEUTICALS INC., a corporation incorporated under the laws of the State of Delaware, USA (the “Subsidiary”) (the Vendor and the Subsidiary are sometimes hereinafter referred to collectively as “Nucryst”)

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