AMENDING AGREEMENTAmending Agreement • December 14th, 2005 • NUCRYST Pharmaceuticals Corp. • Pharmaceutical preparations
AMENDED AND RESTATED LICENSE AND DEVELOPMENT AGREEMENT This agreement made as of the 20th day of February, 2002.License and Development Agreement • December 14th, 2005 • NUCRYST Pharmaceuticals Corp. • Pharmaceutical preparations • 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
Re: - Amended and Restated License and Development Agreement made as of February 20, 2002 (“License and Development Agreement”) - Distribution in JapanNUCRYST Pharmaceuticals Corp. • December 14th, 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.
SUBORDINATION AND NON-DISTURBANCE AGREEMENTSubordination 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”).
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&NSecurity 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”)
SUPPLY AGREEMENTSupply Agreement • December 14th, 2005 • NUCRYST Pharmaceuticals Corp. • Pharmaceutical preparations • Alberta
TRUST INDENTURENUCRYST 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
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • December 14th, 2005 • NUCRYST Pharmaceuticals Corp. • Pharmaceutical preparations • Alberta
WHEREAS S&N US and Westaim and certain of their respective Affiliates have agreed to a licensing and development arrangement concerning the development and promotion of certain existing and future products based on Westaim’s nanocrystalline silver antimicrobial coating technology, all as set out in the License and Development Agreement (as defined herein) and will, inter alia, enter into a supply agreement and a transitional services agreement;
MANUFACTURING TECHNOLOGY ESCROW AGREEMENTManufacturing Technology Escrow Agreement • December 14th, 2005 • NUCRYST Pharmaceuticals Corp. • Pharmaceutical preparations • Alberta
NOW THEREFORE in consideration of the mutual covenants and promises contained herein, the parties hereto agree as follows:
