REGISTRATION RIGHTS AGREEMENT
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
A. The Company and Westaim are parties to a Master Separation Agreement dated as of the date hereof
relating to the separation of the Company and Westaim, and this Agreement is a condition precedent to the
obligations of Westaim thereunder.
B. The Company intends to effect an initial public offering of its common shares pursuant to a Registration
Statement on Form F-1 filed with the U.S. Securities and Exchange Commission and a preliminary and final
prospectus filed with the Canadian Securities Commissions (as hereinafter defined) (the “IPO”).
C. After the completion of the IPO, Westaim will beneficially own approximately [___]% (approximately
[___]% if the over-allotment option granted to the underwriters in the IPO is exercised in full) of the outstanding
common shares of the Company.
D. The Company has agreed to provide the registration rights specified in this Agreement to Westaim and its
affiliates and other holders of the Registrable Shares (as defined below), following the IPO, and the Company
and Westaim are entering into this Agreement to set forth the terms and conditions applicable to the grant and
exercise of such registration rights.
NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements contained
in the Master Separation Agreement and herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by the parties hereto, the Company and Westaim hereby agree as
Section 1. Definitions . In addition to the capitalized terms defined elsewhere in this Agreement, the following