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EXHIBIT 1
 Exhibits, Financial Statements and Schedules of Nucryst Pharmaceuticals Corp. filed with
the Nucryst Pharmaceuticals Corp. 2007 Annual Report on Form 10-K dated February 28, 2008
 1.
    
    Consolidated Financial StatementsThe following documents are filed as part of this Annual Report onForm 10-K:Report of Deloitte & Touche LLP, Independent Registered Chartered AccountantsFinancial StatementsConsolidated Balance SheetsConsolidated Statements of OperationsConsolidated Cash Flows StatementsConsolidated Statements of Shareholders Equity (Deficit)Notes to Consolidated Financial Statements2.
    
    Financial Statement SchedulesNone.3.
    
    Exhibits
 Exhibit
    
    
    
    
    
    
    
    
    
    
    
    
    
    FiledNo.
    
    Description
    
    Form
    
    SEC File No.
    
    Exhibit
    
    Date
    
    Herewith2 .1
    
    
    Asset Purchase Agreement, dated May 8, 2001, between the
Registrant and Smith & Nephew, Inc.
    
    Form F-1Amendment
No. 3
    
    333-130073
    
    
    2.1
    
    
    19-12-053 .1
    
    
    Articles of the Registrant
    
    Form F-1Amendment
No. 2
    
    333-130073
    
    
    3.1
    
    
    16-12-053 .2
    
    
    Articles of Amendment
    
    Form F-1Amendment
No. 2
    
    333-130073
    
    
    3.2
    
    
    16-12-053 .3
    
    
    By-laws of the Registrant
    
    Form F-1Amendment
No. 2
    
    333-130073
    
    
    3.3
    
    
    16-12-054 .1
    
    
    Specimen certificate evidencing common shares
    
    Form F-1Amendment
No. 2
    
    333-130073
    
    
    4.1
    
    
    16-12-0510 .1
    
    
    Form of Master Separation Agreement between the Registrant
and The Westaim Corporation (Westaim)
    
    Form F-1Amendment
No. 2
    
    333-130073
    
    
    10.1
    
    
    16-12-0510 .2
    
    
    Form of Services Agreement between the Registrant and Westaim
    
    Form F-1Amendment
No. 2
    
    333-130073
    
    
    10.2
    
    
    16-12-0510 .3
    
    
    Form of Registration Rights Agreement between the Registrant
and Westaim
    
    Form F-1Amendment
No. 3
    
    333-130073
    
    
    10.3
    
    
    19-12-0510 .4
    
    
    Amended and Restated License and Development Agreement,
dated as of February 20, 2002, among the Registrant, NUCRYST
Pharmaceuticals Inc., Smith & Nephew, Inc. and T.J. Smith &
Nephew Limited
    
    Form F-1Amendment
No. 3
    
    333-130073
    
    
    10.6
    
    
    19-12-05
 71




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##### 



Exhibit
    
    
    
    
    
    
    
    
    
    
    
    
    
    FiledNo.
    
    Description
    
    Form
    
    SEC File No.
    
    Exhibit
    
    Date
    
    Herewith10 .5
    
    
    Letter Agreement, dated March 14, 2002, among the
Registrant, NUCRYST Pharmaceuticals Inc., Smith & Nephew,
Inc. and T.J. Smith & Nephew Limited
    
    Form F-1Amendment
No. 3
    
    333-130073
    
    
    10.7
    
    
    19-12-0510 .6
    
    
    Amending Agreement, dated November 3, 2003, among the
Registrant, NUCRYST Pharmaceuticals Inc., Smith & Nephew,
Inc. and T.J. Smith & Nephew Limited
    
    Form F-1Amendment
No. 3
    
    333-130073
    
    
    10.8
    
    
    19-12-0510 .7
    
    
    Supply Agreement, dated May 8, 2001, among the Registrant,
Smith & Nephew, Inc. and T.J. Smith & Nephew Limited
    
    Form F-1Amendment
No. 3
    
    333-130073
    
    
    10.9
    
    
    14-12-0510 .8
    
    
    Manufacturing Technology Escrow Agreement, dated May 8,
2001, among the Registrant, Smith & Nephew, Inc., T.J. Smith
& Nephew Limited and Montreal Trust Company of Canada, as
escrow agent
    
    Form F-1Amendment
No. 1
    
    333-130073
    
    
    10.10
    
    
    14-12-0510 .9
    
    
    Security Trust Agreement, dated as of May 8, 2001, between
the Registrant and Montreal Trust Company of Canada, as
trustee
    
    Form F-1Amendment
No. 1
    
    333-130073
    
    
    10.11
    
    
    14-12-0510 .10
    
    
    Trust Indenture, dated May 8, 2001, among the Registrant,
NUCRYST Pharmaceuticals Inc. and Montreal Trust Company of
Canada, as trustee
    
    Form F-1Amendment
No. 3
    
    333-130073
    
    
    10.12
    
    
    19-12-0510 .11
    
    
    Subordination and Non-Disturbance Agreement, dated as of May
8, 2001, among the Registrant, NUCRYST Pharmaceuticals Inc.,
Smith & Nephew, Inc., T.J. Smith & Nephew Limited and
Montreal Trust Company of Canada
    
    Form F-1Amendment
No. 1
    
    333-130073
    
    
    10.13
    
    
    14-12-0510.12
    
    
    Memorandum of Lease Agreement, dated as of July 1, 2005,
between the Registrant and The Westaim Corporation
    
    Form F-1Amendment
No. 2
    
    333-130073
    
    
    10.14
    
    
    16-12-0510 .13
    
    
    Commercial Lease, dated as of September 1, 2001, between
NUCRYST Pharmaceuticals Inc. and Cummings Properties, LLC
    
    Form F-1Amendment
No. 2
    
    333-130073
    
    
    10.15
    
    
    16-12-05
 72




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##### 



Exhibit
    
    
    
    
    
    
    
    
    
    
    
    
    
    FiledNo.
    
    Description
    
    Form
    
    SEC File No.
    
    Exhibit
    
    Date
    
    Herewith10 .14
    
    
    AIMS I Amending Lease Agreement with The Westaim
Corporation, which amended that certain Memorandum of Lease
Agreement effective December 1, 2005
    
    Form 8-K
    
    000-51686
    
    
    99.1
    
    
    22-12-0610 .15*
    
    
    1998 Equity Incentive Plan
    
    Form F-1
Amendment No. 2
    
    333-130073
    
    
    10.16
    
    
    16-12-0510 .16*
    
    
    Form of Stock Option Agreements under the 1998 Equity
Incentive Plan
    
    Form F-1
Amendment No. 2
    
    333-130073
    
    
    10.17
    
    
    16-12-0510 .17*
    
    
    Form of Amended and Restated 1998 Equity Incentive Plan
    
    Form F-1
Amendment No. 2
    
    333-130073
    
    
    10.18
    
    
    16-12-0510 .18*
    
    
    Form of Stock Option Agreement under the Amended and
Restated 1998 Equity Incentive Plan
    
    Form F-1
Amendment No. 3
    
    333-130073
    
    
    10.19
    
    
    19-12-0510 .19*
    
    
    Employment Agreement, dated December 6, 1999, between
NUCRYST Pharmaceuticals Inc. and Mr. Scott H. Gillis
    
    Form F-1
Amendment No. 2
    
    333-130073
    
    
    10.20
    
    
    16-12-0510 .20*
    
    
    Stock Option Agreement, dated December 6, 1999, among the
Registrant, Westaim and Mr. Scott H. Gillis
    
    Form F-1
Amendment No. 2
    
    333-130073
    
    
    10.21
    
    
    16-12-0510 .21*
    
    
    Letter Agreement, dated March 16, 2005, between the
Registrant and Mr. Eliot M. Lurier
    
    Form F-1
Amendment No. 2
    
    333-130073
    
    
    10.22
    
    
    16-12-0510 .22*
    
    
    Letter Agreement, dated June 15, 2005, between the
Registrant and Mr. David C. McDowell
    
    Form F-1Amendment
No. 2
    
    333-130073
    
    
    10.23
    
    
    16-12-0510 .23*
    
    
    Letter Agreement, dated March 14, 2002, between the
Registrant and Dr. Paul J. Schechter
    
    Form F-1Amendment
No. 2
    
    333-130073
    
    
    10.24
    
    
    16-12-0510 .24*
    
    
    Summary of Non-Employee Director Compensation
    
    Form F-1Amendment
No. 3
    
    333-130073
    
    
    10.25
    
    
    19-12-0510.25
    
    
    Form of Indemnification Agreement
    
    Form F-1Amendment
No. 2
    
    333-130073
    
    
    10.26
    
    
    16-12-0510 .26*
    
    
    Change of Control Agreement, dated December 6, 1999, between
NUCRYST Pharmaceuticals Inc. and Mr. Scott H. Gillis
    
    Form F-1Amendment
No. 2
    
    333-130073
    
    
    10.27
    
    
    16-12-05
 73




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##### 



Exhibit
    
    
    
    
    
    
    
    
    
    
    
    
    
    FiledNo.
    
    Description
    
    Form
    
    SEC File No.
    
    Exhibit
    
    Date
    
    Herewith10 .27*
    
    
    Summary of Changes to 2008 Compensation of Named Executive
Officers
    
    
    
    
    
    
    
    
    
    
    
    X10.28
    
    
    Fourth Amending Lease Agreement, AIMS I Second Amending
Lease Agreement and Letter Agreement entered into with The
Westaim Corporation
    
    Form 8-K
    
    000-51686
    
    99.199.2
99.3
    
    14-05-0710 .29*
    
    
    Summary of Employment arrangement between Registrant and Mr.
Barry M. Heck, effective May 23, 2007
    
    Form 10-Q/A
    
    000-51686
    
    
    10.2
    
    
    7-11-0710 .30*
    
    
    Letter Agreement dated June 26, 2007 between Registrant and
Dr. Paul J. Schechter, effective June 30, 2007
    
    Form 10-Q/A
    
    000-51686
    
    
    10.3
    
    
    7-11-0710 .31*
    
    
    Letter Agreement between Registrant and Dr. Katherine Turner
dated May 19, 2006
    
    Form 10-Q/A
    
    000-51686
    
    
    10.4
    
    
    7-11-0710 .32*
    
    
    Summary of Amendments made effective July 1, 2007 to Letter
Agreement between Registrant and Dr. Katherine Turner dated
May 19, 2006
    
    Form 10-Q/A
    
    000-51686
    
    
    10.5
    
    
    7-11-0710 .33*
    
    
    Summary of Non-Employee Director Compensation, as amended
effective May 2, 2006
    
    Form 10-Q/A
    
    000-51686
    
    
    10.6
    
    
    7-11-0710 .34*
    
    
    Deferred Share Unit Plan adopted by Registrant effective
March 16, 2006
    
    Form 10-Q/A
    
    000-51686
    
    
    10.7
    
    
    7-11-0710 .35*
    
    
    Summary of Non-Employee Director Compensation, as amended
effective June 14, 2007
    
    Form 10-Q/A
    
    000-51686
    
    
    10.8
    
    
    7-11-0710 .36*
    
    
    Summary of 2007 Named Executive Performance Targets under
Registrants variable pay program
    
    Form 10-Q/A
    
    000-51686
    
    
    10.9
    
    
    7-11-0710 .37*
    
    
    Form of Director Restricted Stock Unit Award Agreement
    
    Form 8-K
    
    000-51686
    
    
    99.1
    
    
    20-12-0610 .38*
    
    
    Form of Restricted Stock Unit Award Agreement  Executive
Officer
    
    Form 10-Q/A
    
    000-51686
    
    
    10.12
    
    
    7-11-0710 .39*
    
    
    Employment Agreement between the Registrant and Mr. Thomas
E. Gardner dated Aug 21, 2007
    
    Form 8-K
    
    000-51686
    
    
    10.29
    
    
    23-08-07
 74




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##### 



Exhibit
    
    
    
    
    
    
    
    
    
    
    
    
    
    FiledNo.
    
    Description
    
    Form
    
    SEC File No.
    
    Exhibit
    
    Date
    
    Herewith10 .40*
    
    
    Summary of Termination of employment arrangement with Mr.
Barry M. Heck effective August 22, 2007
    
    Form 10-Q
    
    000-51686
    
    
    10.6
    
    
    7-11-0710 .41*
    
    
    Separation Agreement and General Release between the
Registrant and Mr. Scott H. Gillis, effective September 25,
2007
    
    Form 10-Q
    
    000-51686
    
    
    10.7
    
    
    7-11-0710 .42
    
    
    Amended and Restated Supply Agreement, dated September 30,
    
    Form 8-K/A
    
    000-51686
    
    
    99.1
    
    
    6-11-072007, among the Registrant, Smith & Nephew, Inc. and T.J.
Smith & Nephew Limited, effective January 1, 200710 .43
    
    
    Second Amended and Restated License and Development
Agreement, dated September 30, 2007, among the Registrant,
NUCRYST Pharmaceuticals Inc., Smith & Nephew, Inc., and T.J.
Smith & Nephew Limited
    
    Form 8-K/A
    
    000-51686
    
    
    99.2
    
    
    6-11-0710 .44
    
    
    Surrender of Lease with Sherritt International Corporation
dated June 30, 2007 for surrender of the first floor of the
AIMS I Building
    
    
    
    
    
    
    
    
    
    
    
    X10 .45
    
    
    Surrender of Lease with Sherritt International Corporation
dated September 30, 2007 for surrender of the third floor of
the AIMS I Building
    
    
    
    
    
    
    
    
    
    
    
    X10 .46*
    
    
    Letter Agreement made effective September 1, 2007 amending
the Letter Agreement between the Registrant and Mr. David C.
McDowell dated June 15, 2005
    
    
    
    
    
    
    
    
    
    
    
    X10 .47*
    
    
    Letter Agreement made effective January 1, 2008 amending the
Letter Agreement between the Registrant and Mr. Eliot Lurier
dated March 16, 2005
    
    
    
    
    
    
    
    
    
    
    
    X10 .48*
    
    
    Letter Agreement made effective January 1, 2008 amending the
Letter Agreement between the Registrant and Dr. Katherine
Turner dated May 19, 2006
    
    
    
    
    
    
    
    
    
    
    
    X10 .49*
    
    
    Form of Employee Incentive Program
    
    
    
    
    
    
    
    
    
    
    
    X
 75




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##### 



Exhibit
    
    
    
    
    
    
    
    
    
    
    
    
    
    FiledNo.
    
    Description
    
    Form
    
    SEC File No.
    
    Exhibit
    
    Date
    
    Herewith10 .50*
    
    
    Letter Agreement between Ms. Carol L. Amelio and the
Registrant dated February 1, 2006
    
    
    
    
    
    
    
    
    
    
    
    X10 .51*
    
    
    Summary of 2008 Variable Pay Targets
    
    
    
    
    
    
    
    
    
    
    
    X21 .1
    
    
    Subsidiaries of the Registrant
    
    Form F-1
    
    333-130073
    
    
    21.1
    
    
    2-12-0523 .1
    
    
    Consent of Deloitte & Touche LLP
    
    
    
    
    
    
    
    
    
    
    
    X24 .1
    
    
    Power of Attorney (included on signature page hereto)31 .1
    
    
    Certification pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
    
    
    
    
    
    
    
    
    
    
    
    X31 .2
    
    
    Certification pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
    
    
    
    
    
    
    
    
    
    
    
    X32 .1
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
    
    
    
    
    
    
    
    
    
    
    
    X32 .2
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
    
    
    
    
    
    
    
    
    
    
    
    X
 
 
    
    Confidential treatment has been granted for portions of this exhibit.*
    
    Indicates management compensatory plan, contract or arrangement. 76