exv10w45



 






Exhibit 10.45




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 Lease
Agreement”), by a second amending lease agreement dated April 27, 2006 (the “Second Amending Lease
Agreement”), by a third amending lease agreement dated August 8, 2006 (the “Third Amending Lease
Agreement”), and by a fourth amending lease agreement dated April 30, 2007 (the “Fourth Amending
Lease Agreement”), collectively the “Lease Agreement”;




AND WHEREAS the Lessor assigned all of its interest in the Lease Agreement to Sherritt
International Corporation, the purchaser of the lands of which the Leased Premises form part, by
virtue 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 the
terms under which the Lessee will surrender the
3rd Floor Surrendered Premises and the
Surrendered Parking Stalls;



NOW THEREFORE in consideration of the mutual covenants and agreements herein contained and for
other good and valuable consideration now exchanged by and between the parties (the receipt and
sufficiency of which consideration is hereby irrevocably acknowledged by the parties), the parties
hereto agree as follows:



1.     The Lessee hereby surrenders and yields up to the Lessor from September 30, 2007 (the
“Effective Date”) any and all interest of the Lessee to the 3rd Floor Surrendered
Premises and the Lease Agreement as it pertains to the 3rd Floor Surrendered Premises
and the Surrendered Parking Stalls, and the surrender of the 3rd Floor Surrendered
Premises and the Surrendered Parking Stalls is hereby accepted by the Lessor.



2.     The Lessor hereby accepts the condition of the 3rd Floor Surrendered
Premises and the Surrendered Parking Stalls In the manner in which they were vacated by the Lessee.



3.     From and after the Effective Date, the Lessee shall be and is hereby released from all
future obligations owing to the Lessor under the Lease Agreement pertaining to the 3rd
Floor Surrendered Premises and Surrendered Parking Stalls, including but not limited to
obligations to pay Basic Rent and Additional Rent. Moreover, the Lessee’s obligation to pay its
proportionate share of operating costs of the Complex Common Facilities shall abate according to
square footage of the 3rd Floor Surrendered Premises. The Lessee acknowledges that it
will remain liable to the Lessor for payment and performance of all obligations under the Lease
Agreement pertaining to the 3rd Floor Surrendered Premises and Surrendered Parking
Stalls accruing up to the Effective Date that have not been satisfied or discharged.



4.     From and after the Effective Date, the Lessor shall be and is hereby released from any
and all future obligations under the Lease Agreement pertaining to the 3rd Floor
Surrendered Premises and the Surrendered Parking Stalls.



5.     Except as herein amended, all other provisions, terms and conditions of the Lease
Agreement shall remain the same and in full force and effect,



6.     All capitalized terms used herein but not defined shall have the meanings defined
therefore in the Lease Agreement,



7.     This Agreement may be executed in one or more counterpart, each of which shall be
deemed to be the original, but all of which together shall constitute one and the same instrument.
Counterparts may be executed either in original or facsimile form.



IN WITNESS WHEREOF the parties have executed this Agreement by the hands of their duly authorized
officers in that regard, whose signatures alone are sufficient to bind the parties to the terms
hereof, effective the
30th Day of September, 2007.






	 	 	 	 	 	 	 	 	 	 	 
	SHERRITT INTERNATIONAL CORPORATION	 	 	 	NUCRYST PHARMACEUTICALS CORP.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Per:

	 	/s/ P. Cordingley
	 	 
	 	Per:
	 	/s/ Eliot M. Lurier	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Name: P. Cordingley
	 	 	 	 	 	Eliot M. Lurier	 	 
	 

	 	Title: Manager, Procurement and
Fertilizer Marketing
	 	 	 	 	 	Vice President, Finance & Administration,
Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Per:
	 	/s/ Carol L. Amelio	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Carol L. Amelio	 	 
	 

	 	 	 	 	 	 	 	Vice President, General Counsel & Corporate Secretary