**Exhibit 10.44****SURRENDER OF LEASE**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 LeaseAgreement”), by a second amending lease agreement dated April 27, 2006 (the “Second Amending LeaseAgreement”), by a third amending lease agreement dated August 8, 2006 (the “Third Amending LeaseAgreement”), and by a fourth amending lease agreement dated April 30, 2007 (the “Fourth AmendingLease Agreement”), collectively the “Lease Agreement”;AND WHEREAS the Lessor assigned all of its interest in the Lease Agreement to SherrittInternational Corporation, the purchaser of the lands of which the Leased Premises form part, byvirtue of an Assignment and Assumption of Leases dated May 7, 2007;AND WHEREAS pursuant to the Fourth Amending Lease Agreement the parties hereto wish to confirm theterms under which the Lessee will surrender the 1st Floor Surrendered Premises;NOW THEREFORE in consideration of the mutual covenants and agreements herein contained and forother good and valuable consideration now exchanged by and between the parties (the receipt andsufficiency of which consideration is hereby irrevocably acknowledged by the parties), the partieshereto agree as follows:1.     The Lessee hereby surrenders and yields up to the Lessor from June 30, 2007 (the “EffectiveDate”) any and all interest of the Lessee to the 1st Floor Surrendered Premises and theLease Agreement as it pertains to the 1st Floor Surrendered Premises, and the surrenderof the 1st Floor Surrendered Premises is hereby accepted by the Lessor.2.     The Lessor hereby accepts the condition of the 1st Floor Surrendered Premises in themanner in which it was vacated by the Lessee.3.     From and after the Effective Date, and subject only to section 5 hereof, the Lessee shall be andis hereby released from all future obligations owing to the Lessor under the Lease Agreementpertaining to the1st Floor Surrendered Premises, including but not limited toobligations to pay Basic Rent and Additional Rent. Moreover, the Lessee’s obligation to pay itsproportionate share of operating costs of the Complex Common Facilities shall abate according tosquare footage of the 1st Floor Surrendered Premises. The Lessee acknowledges that itwill remain liable to the Lessor for payment and performance of all obligations under the LeaseAgreement pertaining to the 1st Floor Surrendered Premises accruing up to the EffectiveDate that have not been satisfied or discharged.4.     From and after the Effective Date, and subject only to section 5 hereof, the Lessor shall be andis hereby released from any and all future obligations under the Lease Agreement pertaining to the1st Floor Surrendered Premises.5.     Notwithstanding the surrender of the 1st Floor Surrendered Premises, the Lessee shallcontinue to be entitled to retain its server in the server room onthe 1st Floor of theAIMS I Building and have non-exclusive access to, in and from the server room for all usesincidental to its server until December 31, 2007. The Lessee agrees to exercise its rightshereunder so as to minimize disruption of the Lessor and any of its lessees that may hereafteroccupy the 1st Floor Surrendered Premises.6.     Except as herein amended, all other provisions, terms and conditions of the Lease Agreementshall remain the same and in full force and effect.
 

 
7.     All capitalized terms used herein but not defined shall have the meanings defined therefore inthe Lease Agreement.8.     This Agreement may be executed in one or more counterpart, each of which shall be deemed to bethe original, but all of which together shall constitute one and the same instrument. Counterpartsmay be executed either in original or facsimile form.IN WITNESS WHEREOF the parties have executed this Agreement by the hands of their duly authorizedofficers in that regard, whose signatures alone are sufficient to bind the parties to the termshereof, effective the 30th Day of June, 2007.           **SHERRITT INTERNATIONAL CORPORATION**   **NUCRYST PHARMACEUTICALS CORP.**             Per: /s/ Cresia Rosichuk for Peter Cordingley   Per: /s/ Eliot M. Lurier               Name: Cresia Rosichuk     Eliot M. Lurier    Title: Purchasing Supervisor     Vice President, Finance & Administration,Chief Financial Officer                   Per: /s/ Carol L. Amelio                     Carol L. Amelio          Vice President, General Counsel & Corporate Secretary