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<DIV align="center" style="font-size: 14pt; margin-top: 12pt"><B>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION</B>
</DIV>

<DIV align="center" style="font-size: 12pt"><B>Washington, D.C. 20549</B>
</DIV>

<DIV align="center" style="font-size: 18pt; margin-top: 16pt"><B>FORM 8-K</B>
</DIV>


<DIV align="center" style="font-size: 12pt; margin-top: 6pt"><B>Current Report</B>

</DIV>

<DIV align="center" style="font-size: 12pt; margin-top: 6pt"><B>Pursuant To Section&nbsp;13 or 15 (d)&nbsp;of the<BR>
Securities Exchange Act of 1934</B>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>Date of Report (Date of earliest event reported) &#151; May&nbsp;21, 2008</B>

</DIV>
<DIV align="center" style="font-size: 24pt; margin-top: 18pt"><B>NUCRYST PHARMACEUTICALS CORP.</B>
</DIV>

<DIV align="center" style="font-size: 10pt"><B>(Exact name of registrant as specified in its charter)</B></DIV>

<DIV align="center" style="font-size: 10pt">&nbsp;
</DIV>

<DIV align="center">
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    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>Alberta, Canada<BR>
<FONT style="font-size:8pt">(State or other jurisdiction of<BR>
incorporation or organization)</FONT></B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>000-51686<BR>
<FONT style="font-size:8pt">(Commission File Number)</FONT></B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>Not Applicable<BR>
<FONT style="font-size:8pt">(I.R.S. Employer Identification No.)</FONT></B></TD>
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</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 12pt"><B>NUCRYST Pharmaceuticals Corp.<BR>
50 Audubon Road, Suite&nbsp;B<BR>
Wakefield, MA 01880<BR>
<FONT style="font-size:8pt">(Address of principal executive
offices)</FONT></B>

</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 12pt"><B>Registrant&#146;s telephone number, including area code:&nbsp;&nbsp;(780)&nbsp;992-5626</B>

</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 12pt"><B>Not applicable<BR>
<FONT style="font-size:8pt">(Former name or former address, if
changed since last report)</FONT></B>

</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 12pt">Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (<I>see </I>General Instruction
A.2. below):
</DIV>

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    <TD><DIV style="margin-left:15px; text-indent:-15px"><FONT face="Wingdings">&#111;</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)</TD>
</TR>
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    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
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    <TD><DIV style="margin-left:15px; text-indent:-15px"><FONT face="Wingdings">&#111;</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)</TD>
</TR>
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    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
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    <TD><DIV style="margin-left:15px; text-indent:-15px"><FONT face="Wingdings">&#111;</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))</TD>
</TR>
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    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
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    <TD><DIV style="margin-left:15px; text-indent:-15px"><FONT face="Wingdings">&#111;</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))</TD>
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</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt">(Former name or former address, if changed since last report)

</DIV>

<DIV style="width: 100%; border-bottom: 1pt solid black; margin-top: 10pt; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>





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<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="5%" nowrap align="left"><B><I>Item&nbsp;5.02</I></B>&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers</B></TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><I>(e)</I></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>On April&nbsp;30, 2008, NUCRYST Pharmaceuticals Corp. (the &#147;Company&#148;) announced that Dr.&nbsp;Katherine
Turner, PhD. stepped down as Vice President, Research and Development of the Company. In
connection with Dr.&nbsp;Turner&#146;s departure, Dr.&nbsp;Turner executed a Separation Agreement and General
Release (the &#147;Separation Agreement&#148;) on May&nbsp;21, 2008, which will become effective on May&nbsp;29,
2008, unless it is revoked by Dr.&nbsp;Turner before that date (the &#147;Effective Date&#148;).</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Under the Separation Agreement, and subject to the terms and conditions set forth therein,
Dr.&nbsp;Turner will be entitled to the following severance payments and benefits:</TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">1.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>payment of salary and unused vacation, less deductions, up to and including
April&nbsp;30, 2008;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">2.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>payment of the amount of $110,000.00 in a lump sum payment less applicable
withholding and deductions within 30&nbsp;days following the Effective Date;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">3.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>payment of an additional $10,000.00 less applicable withholding and deductions
on June&nbsp;30, 2008 provided Dr.&nbsp;Turner fulfills her promises and obligations during the
Transition Period as set forth in the Separation Agreement;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">4.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>payment of $6,000.00 in a lump sum to Keystone Associates, a division of
Keystone Partners, for the provision of job placement and transition services to Dr.
Turner; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">5.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>if Dr.&nbsp;Turner elects continuation of health care coverage under COBRA, payment
of Dr.&nbsp;Turner&#146;s portion of the COBRA premium shall be paid by the Company until the
earlier of (i)&nbsp;July&nbsp;31, 2008; or (ii)&nbsp;the date on which Dr.&nbsp;Turner obtains coverage
herself or through a new employer.</TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>In consideration for the payments and benefits described above, Dr.&nbsp;Turner provided to the
Company a general release of claims as contained in the Separation Agreement.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>With respect to Dr.&nbsp;Turner&#146;s outstanding equity incentive awards, her rights and obligations
with regard to any vested options or vested restricted stock units she may have as of the
termination date of her employment will be governed by the terms and conditions set forth in
the applicable award agreements under which the equity was previously granted.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The foregoing description of the Separation Agreement is only a summary, is not complete and
is qualified in its entirety to the actual agreement, which is attached hereto as Exhibit
10.56 and is incorporated herein by reference.</TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 12pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="5%" nowrap align="left"><B><I>Item&nbsp;9.01</I></B>&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Financial Statements and Exhibits.</B></TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><I>(d)</I></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><I>Exhibits</I></TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">10.56</TD>
    <TD width="3%">&nbsp;</TD>
    <TD>Confidential Separation Agreement and General Release between Katherine J.
Turner and NUCRYST Pharmaceuticals Corp. and NUCRYST Pharmaceuticals Inc.</TD>
</TR>

</TABLE>
</DIV>
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<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SIGNATURES</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
</DIV>

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left"><B>NUCRYST PHARMACEUTICALS CORP.</B>&nbsp;<BR>
<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left"><I>/s/&nbsp;&nbsp;Carol L. Amelio</I>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left"><B>Carol L. Amelio</B>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left"><B>Vice President, General Counsel and<BR>
Corporate Secretary</B>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">DATE:&nbsp;&nbsp;May&nbsp;26, 2008

</DIV>

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<DIV align="right" style="font-size: 10pt; margin-top: 12pt"><B>Exhibit&nbsp;10.56</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE</B>
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE (this &#147;Agreement&#148;) is entered into
effective the 30&nbsp;day of April&nbsp;2008, by and between Katherine J. Turner (hereinafter &#147;TURNER&#148;),
NUCRYST Pharmaceuticals Inc., a Delaware Corporation, and NUCRYST Pharmaceuticals Corp., an Alberta
corporation (hereinafter collectively referred to as &#147;NUCRYST&#148;).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS, TURNER has been employed by NUCRYST in the Commonwealth of Massachusetts pursuant to
terms of employment set forth in that certain Offer of Employment, made by NUCRYST Pharmaceuticals
Inc. dated May&nbsp;19, 2006 and accepted by TURNER on May&nbsp;23, 2006, as amended by letter agreement date
January&nbsp;21, 2008, between NUCRYST Pharmaceuticals Inc. and TURNER (the &#147;Employment Agreement&#148;); and
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS, TURNER executed an Employee Confidentiality Agreement (the &#147;Confidentiality
Agreement&#148;), dated May&nbsp;23, 2006 made by and between TURNER and NUCRYST Pharmaceuticals Inc.; and
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS, the Confidentiality Agreement contains post-employment obligations and restrictions;
and
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS, NUCRYST and TURNER desire to terminate amicably TURNER&#146;S employment with NUCRYST; and
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS, TURNER is entitled to certain amounts and benefits provided in her Employment
Agreement upon the termination of her employment in the absence of this Agreement; and
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS, in this Agreement, in consideration of the mutual promises contained herein, NUCRYST
has offered TURNER certain separation payments and benefits in lieu of, and greater than, the
amounts and benefits provided under the Employment Agreement;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IT IS HEREBY AGREED by and between TURNER and NUCRYST as follows:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following provisions describe the termination of TURNER&#146;S employment with NUCRYST and
the transition of her duties and responsibilities:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;a.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;TURNER acknowledges and agrees that her employment with NUCRYST will be permanently and
irrevocably severed, effective April&nbsp;30, 2008 (&#147;Termination Date&#148;), and that NUCRYST has no
obligation, contractual or otherwise, to hire, rehire or re-employ TURNER in the future. TURNER
hereby resigns from all the offices and other positions she holds with NUCRYST and any of its
affiliates, including without limitation her position as Vice President, Research and Development
of NUCRYST, effective the Termination Date. The Termination Date shall be the date of the
&#147;qualifying event&#148; under the Consolidated Omnibus Budget Reconciliation Act of 1985 (&#147;COBRA&#148;) and,
except as detailed in this Agreement, TURNER&#146;S eligibility to participate in NUCRYST&#146;S benefits
programs ends on the Termination Date. TURNER will receive wages for all work performed by her
from the last pay period prior to April&nbsp;30, 2008 through the Termination Date, and all unused
vacation pay, if any, less any applicable payroll withholdings, in a paycheck to be issued to her
on April&nbsp;30, 2008. TURNER&#146;S rights and obligations with regard to any vested Options and/or vested
Restricted Stock Options she may have as of the Termination Date, including her right to exercise
any of those vested Options and/or Restricted Stock Options after the Termination Date, shall be
governed by the terms and conditions set forth in: the Stock Option Agreement, executed by TURNER
on June&nbsp;13, 2006 (the &#147;2006 Option Agreement&#148;); the Stock Option Agreement, executed by TURNER on
May&nbsp;21, 2007 (the &#147;2007 Option Agreement&#148;); and, the Restricted Stock Unit Award Agreement,
executed by TURNER on May&nbsp;21, 2007 (the &#147;RSU Agreement&#148;).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;b.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;TURNER agrees that for the two (2)&nbsp;month period of time commencing on her Termination Date
and continuing to and including June&nbsp;30, 2008 (the &#147;Transition Period&#148;), she will use good faith,
reasonable efforts to achieve an orderly transition of her duties, that she will cooperate with
NUCRYST&#146;S transition efforts and that she will make herself available as requested by NUCRYST for
consultation with NUCRYST
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">regarding matters which arise out of or relate to her duties and responsibilities with NUCRYST (the
&#147;Transition Services&#148;). NUCRYST recognizes that TURNER may be unavailable during regular business
hours should she gain new employment or have appointments in connection with the pursuit of new
employment. For greater certainty, TURNER acknowledges and agrees that she shall continue to be
bound by the Confidentiality Agreement in all respects including, without limitation, in respect of
all Proprietary Information (as that term is defined in the Confidentiality Agreement) received by
or disclosed to TURNER by or on behalf of NUCRYST during the Transition Period and thereafter.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;TURNER, on behalf of herself, her heirs, executors, administrators and assigns, for and
in consideration of the undertakings of NUCRYST set forth herein, and intending to be legally
bound, does hereby release and forever discharge NUCRYST and The Westaim Corporation, together with
their parent and subsidiaries, affiliates, predecessor and successor corporations and business
entities, joint ventures, and partners, past, present and future, and its and their agents,
directors, officers, employees, stockholders, investors, insurers and reinsurers, assigns,
representatives, and attorneys, past, present and future, and its and their assigns, heirs,
executors, and administrators, past, present, and future (collectively, the &#147;Releasees&#148;), jointly
and severally, of and from and with respect to any and all legally waivable causes of action,
suits, debts, contracts, covenants, agreements, promises, torts, damages, claims, complaints,
demands and liabilities, indemnity, costs, interest, loss or injury whatsoever of any name, kind
and nature, both in law and in equity whether expressed or implied, suspected or unsuspected,
howsoever arising (hereinafter &#147;Claims&#148;), which TURNER, or her heirs, executors, administrators and
assigns, may heretofore have had, may now have, ever had, or may in the future have against each or
any of the Releasees by reason of any matter, cause or thing whatsoever arising at any time prior
to and up to and including the effective date of the signing of this Agreement, including, without
limitation, any and all Claims relating to TURNER&#146;S employment with NUCRYST or the termination of
that employment, the discipline of TURNER by the Releasees, the compensation for and working
conditions of that employment, including, but not limited to, Claims under the Age Discrimination
in Employment Act, the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of
1964, Section&nbsp;1981 of the Civil Rights Act of 1870, the Americans with Disabilities Act, the Family
Medical Leave Act, the Employee Retirement Income Security Act, M.G.L. c. 151B, and any and all
other federal, state or local statutory or common law Claims, now or hereafter recognized,
including but not limited to, any Claims for economic loss, compensatory damages, punitive damages,
liquidated damages, costs, fees, or other expenses including attorney&#146;s fees incurred in these
matters, any Claims concerning wages, lost pay, discretionary pay, benefits, bonuses or variable
pay under the Releasee&#146;s variable pay program or any gratuitous payments promised by the Releasee.
Notwithstanding the foregoing, this release shall not apply to: (i)&nbsp;any vested rights to
retirement, pension, 401(k) plan, or like benefits to which TURNER is otherwise entitled as of
April&nbsp;30, 2008; (ii)&nbsp;any rights to indemnification TURNER may have pursuant to the Indemnity
Agreement between TURNER and NUCRYST dated June&nbsp;5, 2006 (the &#147;Indemnity Agreement&#148;) in connection
with her employment with NUCRYST on or before the Termination Date; and (iii)&nbsp;any rights as an
insured in connection with TURNER&#146;S service as an officer of NUCRYST on or before the Termination
Date under the directors and officers insurance policy maintained by NUCRYST prior to the
Termination Date.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;NUCRYST, on its behalf and that of its directors and officers (solely in their capacity as
directors and officers) (collectively, the &#147;NUCRYST Releasors&#148;), jointly and severally, do hereby
release and forever discharge TURNER, of and from and with respect to any and all legally waivable
causes of action, suits, debts, contracts, covenants, agreements, promises, torts, damages, claims,
complaints, demands and liabilities, indemnity, costs, interest, loss or injury whatsoever of any
name, kind and nature, both in law and in equity whether expressed or implied, suspected or
unsuspected, howsoever arising (hereinafter &#147;Claims&#148;), which the NUCRYST Releasors may heretofor
have had, may now have, ever had, or may in the future have against TURNER by reason of any matter,
cause or thing whatsoever arising at any time prior to and up to and including the Effective Date
of the signing of this Agreement relating to or arising out of TURNER&#146;s employment with NUCRYST
and/or affiliation with, or termination and separation from NUCRYST; provided, however, that
notwithstanding the foregoing, TURNER shall not be released or discharged or held harmless from any
Claims arising out of, in whole or in part, or in any way relating to: (i)&nbsp;any breach by TURNER of
the Confidentiality Agreement or this Agreement; (ii)&nbsp;any disputes under the Confidentiality
Agreement or this Agreement; (iii)&nbsp;the willful misconduct of TURNER; (iv)&nbsp;TURNER&#146;s failure to act
honestly and in good faith with a view to the best interests of NUCRYST; (v)&nbsp;in the case of a
criminal or administrative action or proceeding, TURNER&#146;s failure to have reasonable grounds for
believing that her conduct was lawful; or (vi)&nbsp;any actions by TURNER that were outside the scope of
her employment for NUCRYST. For greater certainty, nothing herein shall be deemed to be a release
by the NUCRYST Releasors of any of their respective rights under the Confidentiality Agreement or
this Agreement.
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;TURNER acknowledges and agrees that in the absence of this Agreement, upon the Termination
Date she would be solely entitled to the amounts and benefits provided for under the terms of the
Employment Agreement. In lieu of the amounts and benefits provided under the Employment Agreement,
and in full consideration of TURNER&#146;S execution of this Agreement, and her agreement to be legally
bound by its terms, NUCRYST agrees to make the following payments and fulfill the following
promises after receipt by NUCRYST of TURNER&#146;S signature on this Agreement, and after the expiration
of the revocation period set forth in paragraph 13(e) when this Agreement becomes final and
binding:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;pay TURNER a lump sum payment of $110,000.00, less applicable tax withholding and
deductions within thirty (30)&nbsp;days after the expiration of the revocation period set forth in
paragraph 13(e);
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;pay TURNER the lump sum amount of $10,000.00, less applicable tax withholding and
deductions, on June&nbsp;30, 2008 provided that TURNER fulfills her promises and obligations as set
forth in paragraph 1(b) herein with regard to the Transition Period, as well her other undertakings
in this Agreement, including but not limited to her continuing obligation to abide by the
post-employment obligations and restrictions contained in the Confidentiality Agreement; TURNER
understands and agrees that she will not be entitled to receive the payment set forth in this
paragraph 3(b) if she fails to fulfill her promises and obligations as set forth in paragraph 1(b)
herein with regard to the Transition Period, as well her other undertakings in this Agreement,
including but not limited to her continuing post-employment obligations and restrictions contained
in the Confidentiality Agreement;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;pay directly to Keystone Associates, a division of Keystone Partners, the lump sum of
$6,000.00 for the provision to TURNER of such job placement and transition services as are
available from Keystone Associates for that lump sum;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;allow TURNER to convert to a personal policy any disability or life insurance policies
that are so convertible, in accordance with the terms of such policies, provided that TURNER shall
be responsible for any premiums and conversion costs that may be due on such policies after the
Termination Date; and
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;should TURNER elect to receive continued health insurance and/or dental insurance coverage
after her Termination Date pursuant to COBRA, NUCRYST will pay any employee contribution that is
required of TURNER for such continued coverage until the earlier of: (i)&nbsp;July&nbsp;31, 2008; or (ii)&nbsp;the
date on which TURNER obtains health insurance and/or dental insurance coverage herself or receives
health insurance and/or dental insurance coverage through a new employer, at which time NUCRYST
will cease paying TURNER&#146;S contribution.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;TURNER represents that she has returned all property of NUCRYST including, but not limited
to, keys, files, records (and copies thereof), computer hardware and software, cellular phones,
pagers, which are in her possession or control. TURNER further agrees to leave intact all
electronic documents of NUCRYST, including those which she developed or helped to develop during
her employment. TURNER represents and agrees that after the Termination Date, she will continue to
abide by the post-employment obligations and restrictions set forth in the Confidentiality
Agreement, and that her obligations under the Confidentiality Agreement survive the termination of
her employment for NUCRYST.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Except as expressly set forth in paragraphs 1(a) and 3 of this Agreement, TURNER expressly
agrees that she has been paid all remuneration owed to her by NUCRYST or Releasees as a result of
her employment with NUCRYST, the termination of that employment, the termination of the Employment
Agreement, or for any other reason, including but not limited to all accrued salary, wages,
perquisites, variable pay, vacation pay, bonus pay, profit-sharing, stock options, restricted stock
award units, stock, expenses, termination benefits, special incentive payments, or any other
compensation, with the sole exception of any accrued benefits under any qualified retirement plan
maintained by NUCRYST in which TURNER has participated, and that NUCRYST and Releasees do not have,
and will not have, any obligation to provide TURNER at any time in the future with any other
payments, benefits, or consideration.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Except as expressly set forth herein, the parties hereto acknowledge that the undertakings
of each of the parties herein are expressly contingent upon the fulfillment and satisfaction of the
obligations of the other party as set forth herein.
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;TURNER acknowledges and agrees that this Agreement is not and shall not be construed to be
an admission of any violation of any federal, state or local statute, regulation or law, or of any
duty owed by Releasees to TURNER, or of any wrongdoing to TURNER by Releasees, and that this
Agreement is made voluntarily to provide an amicable conclusion of her employment relationship with
NUCRYST.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;TURNER agrees, covenants and promises to keep the terms of this Agreement confidential and
not to take any steps to publicize the fact or terms of this Agreement, even if this Agreement is
disclosed by NUCRYST as part of its reporting obligations. TURNER represents that she has not
communicated or disclosed, and will not hereafter communicate, discuss or disclose, the terms of
this Agreement to any persons except, as she may be required by local, state or federal law or
regulation or by compulsory process of law, and provided that in case of such requirement she shall
notify NUCRYST within forty-eight (48)&nbsp;hours of such requirement in writing, and except for
disclosures to members of her immediate family, her attorney, and her accountant or tax advisor,
each of whom shall be informed of this confidentiality obligation and shall agree to be bound by
its terms.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Except as may reasonably be required to carry out any Transition Services requested by
NUCRYST during the Transition Period, TURNER agrees and covenants that without the written consent
of the Chairman of the Board of NUCRYST, or by written invitation by a member of the board of
directors, TURNER will not enter upon or otherwise gain access to NUCRYST&#146;s physical properties or
databases after the Termination Date. TURNER further covenants that she will not take any other
action which has the intent or effect of bringing harm to NUCRYST, its businesses, properties,
management, directors or affiliates. Without limiting the foregoing, TURNER agrees not to
interfere in any manner with NUCRYST&#146;s relationships with its customers, suppliers, stockholders or
employees.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;TURNER agrees and covenants not to disparage or to make any statement reflecting
negatively on NUCRYST or any other Releasee, or any product or service offered by NUCRYST or
Releasees, publicly or privately. NUCRYST agrees and covenants not to disparage or to make any
statement reflecting negatively on TURNER. For purposes of this paragraph 10, NUCRYST shall mean
NUCRYST and any person or entity, which is a subsidiary of, controlling or controlled by or under
common control with NUCRYST. Nothing in this paragraph shall preclude TURNER or NUCRYST from
communicating or testifying truthfully to the extent expressly required or protected by law, as a
party in litigation, by the proper inquiry of a state or federal governmental agency, by a subpoena
to testify issued by a court of competent jurisdiction, or in any action to enforce the terms of
this Agreement. Nothing in this paragraph shall preclude any communications internal to NUCRYST,
nor shall this Paragraph preclude NUCRYST or TURNER from communicating in confidence to its or her
attorneys, who shall be informed of this confidentiality obligation and shall be bound by its
terms. Upon request of TURNER, Thomas E. Gardner, NUCRYST&#146;s Chairman and CEO, agrees to provide
positive employment references, in regard to TURNER, to TURNER&#146;s prospective employers and other
entities to whom TURNER may provide services.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Agreement constitutes the entire agreement between TURNER and NUCRYST with respect to
the subject matter hereof and supersedes and replaces any and all prior agreements or
understandings, whether written or oral, between the parties, including the Employment Agreement,
except that TURNER&#146;S Confidentiality Agreement, 2006 Option Agreement, 2007 Option Agreement, RSU
Agreement, and the Indemnity Agreement continue in force and effect and shall survive the
termination of the Employment Agreement and the termination of TURNER&#146;S employment according to
their respective terms. TURNER acknowledges that none of NUCRYST, the Releasees, nor their
respective directors, employees, agents or attorneys, have made any promise, representation or
warranty whatsoever, express or implied, written or oral, other than the express written
representations herein. This Agreement may not be altered, amended, modified, or otherwise changed
in any respect except by another written agreement signed by both TURNER and NUCRYST.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;TURNER acknowledges that breach by her of any of the covenants or provisions set forth
herein, including a breach of her obligations under the Confidentiality Agreement, would cause
NUCRYST severe and irreparable harm. Accordingly, in the event of an actual or threatened breach
by TURNER of any of the covenants or provisions set forth herein, in the Confidentiality Agreement,
NUCRYST will be entitled to seek an injunction restraining TURNER from violating such covenants or
provisions without the posting of a bond. The seeking of any such injunction shall not affect
NUCRYST&#146;S right to seek and obtain damages on account of any such actual or threatened breach of
the covenants or provisions of this Agreement or the Confidentiality Agreement. TURNER
also shall be responsible to pay the costs and expenses to NUCRYST, including attorneys&#146; fees,
arising out of the commission by TURNER of any breach of said covenants.
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;13.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;TURNER hereby certifies that:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;she has read the terms of this Agreement, and that she understands its terms and effects,
including the fact that she has agreed to release and forever discharge Releasees from any legal
action arising out of her employment relationship with NUCRYST, the terms and conditions of that
employment relationship, and the termination of that employment relationship;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;she has signed this Agreement voluntarily and knowingly in exchange for the consideration
described herein, which she acknowledges is adequate and satisfactory to her;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;the payments, benefits, promises and undertakings performed, and to be performed, as set
forth in this Agreement exceed and are greater than the payments and benefits, if any, to which she
would have been entitled had she not executed this Agreement;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;she has been informed that she has forty-five (45)&nbsp;days to consider whether or not to sign
this Agreement, and has signed on the date indicated below after concluding that this Agreement is
satisfactory; if TURNER elects not to take the full forty-five (45)&nbsp;days to consider this
Agreement, she acknowledges and agrees that she has done so knowingly, voluntarily, and with full
understanding that she is waiving a statutory right to consider this Agreement for forty-five (45)
days;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;she has been informed that she has the right to revoke this Agreement for a period of
seven (7)&nbsp;calendar days following her execution of this Agreement by giving written notice to
NUCRYST to the attention of Chairman and Chief Executive Officer, NUCRYST Pharmaceuticals Corp., 50
Audubon Road, Suite&nbsp;B, Wakefield, Massachusetts 01880, and that this Agreement shall not be
effective, enforceable, final or binding until this seven (7)&nbsp;day period has expired;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;she understands and agrees that if she revokes this Agreement, pursuant to paragraph
13(e), that NUCRYST shall have no obligation to provide TURNER with any of the payments or benefits
provided in paragraph 3 of this Agreement other than the amounts that would be required per the
terms of her Employment Agreement, and that no other payments or benefits will be provided in lieu
of such; and
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;she has been informed in writing, in a manner understandable to TURNER, of the job titles
and ages of all individuals who have also been selected for reduction-in-force, the eligibility
factors for the reduction-in-force and any applicable time limits, as well as the job titles and
ages of the individuals in the same job classifications or organizational unit who were not
eligible or selected for the reduction-in-force; and
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;she has been and is hereby advised by NUCRYST to consult with an attorney prior to signing
this Agreement, and she has in fact done so with her counsel of choice.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;14.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;TURNER represents and warrants that she has not filed any complaints, claims, charges or
lawsuits against any of the Releasees with any governmental agency or any court and that she will
not do so any time hereafter. To the extent permitted by applicable law, TURNER further agrees
that she will not recommend or suggest to any federal, provincial or local government agency or
potential claimants against or employees of Releasee that they initiate any claim or lawsuit
against the Releasee and TURNER will not voluntarily aid, assist or cooperate with any claimants
against or employees of the Releasee in bringing such claims and lawsuits. If any agency or court
assumes jurisdiction of any complaint or charge against Releasees on behalf of TURNER, or any class
of which she may be a member, she shall request the agency or court to withdraw from the matter
insofar as it affects her. Additionally, she shall not in any way benefit financially from any
litigation brought or conducted by such agency or court and shall take all reasonable steps
necessary to refusse any compensation in connection with any damages claimed in connection
therewith. Nothing in this paragraph shall be construed to prevent TURNER from giving truthful
testimony in response to direct questions asked pursuant to a lawful subpoena or other legal
process during any future legal proceeding involving Releasees.
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Agreement shall be governed, interpreted and enforced by and under the laws of the
Commonwealth of Massachusetts, without regard to choice of law principles, except where federal law
controls. This Agreement shall be enforced by the federal or state courts located in the
Commonwealth of Massachusetts. TURNER consents to the personal jurisdiction of such courts, and
waives any jurisdiction or venue defenses otherwise available to her.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;16.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Should any term or provision of this Agreement be declared illegal, invalid or
unenforceable by any court of competent jurisdiction and if such provision cannot be modified to be
enforceable, such provision shall immediately become null and void, leaving the remainder of this
Agreement in full force and effect. The language of all parts of this Agreement shall in all cases
be construed as a whole, according to its fair meaning, and not strictly for or against any of the
parties.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;17.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;TURNER recognizes and acknowledges that Releasees may seek the assistance,
cooperation or testimony of TURNER in connection with any investigation, litigation, patent
application or prosecution, or intellectual property or other proceeding arising out of matters
within the knowledge of TURNER and related to her position as an employee of NUCRYST, and in any
such instance, TURNER represents and warrants that she shall provide such assistance, cooperation
or testimony and Releasee shall pay TURNER&#146;S reasonable costs and expenses in connection therewith.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;18.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;TURNER agrees that, for a period of eighteen (18)&nbsp;months after the Termination
Date, she shall notify NUCRYST in writing of any change of residence address and of any subsequent
employment (stating the name and address of the employer and providing a description of the title
and duties of the position) or of any other business activity.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;19.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any notice required to be given to any party under any provision of this Agreement shall
be made in writing, by first class mail, to the following addresses:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">To
NUCRYST: &nbsp;to the attention of General Counsel, NUCRYST Pharmaceuticals Corp., 10102 &#150; 114 Street, Fort Saskatchewan, Alberta&nbsp;T8L&nbsp;3W4.

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">To TURNER: &nbsp;to the attention of Katherine J. Turner, 4 Hazelnut Street, MA 01720.

</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties have executed the
foregoing Confidential Separation Agreement and General Release to be effective as of the date
written above.
</DIV>

<DIV align="left" style="font-size: 10pt">&nbsp;
</DIV>


<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="40%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">NUCRYST PHARMACEUTICALS CORP. and<BR>
NUCRYST PHARMACEUTICALS INC.<BR>
&nbsp;<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>By:&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">
<I>/s/&nbsp;&nbsp;Thomas E. Gardner</I>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD align="left">&nbsp;</TD>
    <TD colspan="2" align="left">Thomas E. Gardner&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD align="left">&nbsp;</TD>
    <TD colspan="2" align="left">Chairman &#038; CEO&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Signed
by TURNER at </I></B><U><B><I>5:00 p.m.</I></B></U><B><I> on this </I></B><U><B><I>21</I></B><SUP style="font-size: 85%; vertical-align: text-top"><B><I>st</I></B></SUP></U> <B><I>day of </I></B><U><B><I>May</I></B></U><B><I>, 2008 in the presence of</I></B>:
</DIV>

<DIV align="left" style="font-size: 10pt">&nbsp;
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="43%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="60%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">WITNESS:
<I>/s/&nbsp;&nbsp;Nicholas
Dunwoody</I><DIV align="right"><DIV style="width: 82%; border-bottom: 1px solid #000000; font-size: 1px">&nbsp;</DIV></DIV>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><I>/s/&nbsp;&nbsp;Katherine J. Turner</I><DIV style="width: 100%; border-bottom: 1px solid #000000; font-size: 1px">&nbsp;</DIV>
KATHERINE J. TURNER</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>ATTACHMENT</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The following is a listing of the job titles and ages of the individuals who have been selected for
reduction-in-force as well as the job titles and ages of the individuals in the same job
organizational unit who were not selected for a reduction in force as of April&nbsp;30, 2008. Due to
changing business requirements, business needs require a reduction-in-force in order to reduce
expenses. Reductions were determined based on the corporate objectives and associated business
requirements, seniority, years of relevant experience and job skills and abilities required to
support the achievement of business requirements and corporate objectives.
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="54%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">No.</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">No. Not</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left">Job Title</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Age</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Selected</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Selected</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD colspan="13" align="left"><DIV style="width: 100%; border-bottom: 1px solid #000000; font-size: 1px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Associate Scientist I, Analytical Chemistry</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">27</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Associate Scientist III, Analytical Chemistry</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">41</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Director, Analytical Chemistry &#038;
Pharmaceutical Services</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">36</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="line-height: 3pt"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD colspan="13" align="left"><DIV style="width: 100%; border-bottom: 1px solid #000000; font-size: 1px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom" style="line-height: 3pt"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Director, Microbiology &#038; Immunology</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">40</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="line-height: 3pt"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD colspan="13" align="left"><DIV style="width: 100%; border-bottom: 1px solid #000000; font-size: 1px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom" style="line-height: 3pt"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Senior Formulation Scientist,
Pharmaceutical Services</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">71</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="line-height: 3pt"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD colspan="13" align="left"><DIV style="width: 100%; border-bottom: 1px solid #000000; font-size: 1px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom" style="line-height: 3pt"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Vice President, Research &#038; Development</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">56</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Executive Assistant, Research &#038; Development</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">58</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="line-height: 3pt"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD colspan="13" align="left"><DIV style="width: 100%; border-bottom: 1px solid #000000; font-size: 1px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom" style="line-height: 3pt"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Chairman of the Board, President &#038; CEO</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">60</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="line-height: 3pt"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD colspan="13" align="left"><DIV style="width: 100%; border-bottom: 1px solid #000000; font-size: 1px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom" style="line-height: 3pt"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Executive Assistant, Finance</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">37</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="line-height: 3pt"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD colspan="13" align="left"><DIV style="width: 100%; border-bottom: 1px solid #000000; font-size: 1px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom" style="line-height: 3pt"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Front Office Administrator, Facilities</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">40</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="line-height: 3pt"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD colspan="13" align="left"><DIV style="width: 100%; border-bottom: 1px solid #000000; font-size: 1px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom" style="line-height: 3pt"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Vice President, Corporate Development</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">51</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Associate Director, Business Development</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">30</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="line-height: 3pt"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD colspan="13" align="left"><DIV style="width: 100%; border-bottom: 1px solid #000000; font-size: 1px">&nbsp;</DIV></TD>
</TR>
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</DIV>




<P align="center" style="font-size: 10pt"><!-- Folio -->- 7 -<!-- /Folio -->
</DIV>



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e8vk
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant To Section 13 or 15 (d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) — May 21, 2008
NUCRYST PHARMACEUTICALS CORP.
(Exact name of registrant as specified in its charter)
Alberta, Canada
(State or other jurisdiction of
incorporation or organization)
000-51686
(Commission File Number)
Not Applicable
(I.R.S. Employer Identification No.)
NUCRYST Pharmaceuticals Corp.
50 Audubon Road, Suite B
Wakefield, MA 01880
(Address of principal executive
offices)
Registrant's telephone number, including area code:  (780) 992-5626
Not applicable
(Former name or former address, if
changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (
see
General Instruction
A.2. below):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
(Former name or former address, if changed since last report)
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(e)
On April 30, 2008, NUCRYST Pharmaceuticals Corp. (the "Company") announced that Dr. Katherine
Turner, PhD. stepped down as Vice President, Research and Development of the Company. In
connection with Dr. Turner's departure, Dr. Turner executed a Separation Agreement and General
Release (the "Separation Agreement") on May 21, 2008, which will become effective on May 29,
2008, unless it is revoked by Dr. Turner before that date (the "Effective Date").
Under the Separation Agreement, and subject to the terms and conditions set forth therein,
Dr. Turner will be entitled to the following severance payments and benefits:
1.
payment of salary and unused vacation, less deductions, up to and including
April 30, 2008;
2.
payment of the amount of $110,000.00 in a lump sum payment less applicable
withholding and deductions within 30 days following the Effective Date;
3.
payment of an additional $10,000.00 less applicable withholding and deductions
on June 30, 2008 provided Dr. Turner fulfills her promises and obligations during the
Transition Period as set forth in the Separation Agreement;
4.
payment of $6,000.00 in a lump sum to Keystone Associates, a division of
Keystone Partners, for the provision of job placement and transition services to Dr.
Turner; and
5.
if Dr. Turner elects continuation of health care coverage under COBRA, payment
of Dr. Turner's portion of the COBRA premium shall be paid by the Company until the
earlier of (i) July 31, 2008; or (ii) the date on which Dr. Turner obtains coverage
herself or through a new employer.
In consideration for the payments and benefits described above, Dr. Turner provided to the
Company a general release of claims as contained in the Separation Agreement.
With respect to Dr. Turner's outstanding equity incentive awards, her rights and obligations
with regard to any vested options or vested restricted stock units she may have as of the
termination date of her employment will be governed by the terms and conditions set forth in
the applicable award agreements under which the equity was previously granted.
The foregoing description of the Separation Agreement is only a summary, is not complete and
is qualified in its entirety to the actual agreement, which is attached hereto as Exhibit
10.56 and is incorporated herein by reference.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
10.56
Confidential Separation Agreement and General Release between Katherine J.
Turner and NUCRYST Pharmaceuticals Corp. and NUCRYST Pharmaceuticals Inc.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
NUCRYST PHARMACEUTICALS CORP.
By:
/s/  Carol L. Amelio
Carol L. Amelio
Vice President, General Counsel and
Corporate Secretary
DATE:  May 26, 2008
3
Exhibit 10.56
CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE
This CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE (this "Agreement") is entered into
effective the 30 day of April 2008, by and between Katherine J. Turner (hereinafter "TURNER"),
NUCRYST Pharmaceuticals Inc., a Delaware Corporation, and NUCRYST Pharmaceuticals Corp., an Alberta
corporation (hereinafter collectively referred to as "NUCRYST").
WHEREAS, TURNER has been employed by NUCRYST in the Commonwealth of Massachusetts pursuant to
terms of employment set forth in that certain Offer of Employment, made by NUCRYST Pharmaceuticals
Inc. dated May 19, 2006 and accepted by TURNER on May 23, 2006, as amended by letter agreement date
January 21, 2008, between NUCRYST Pharmaceuticals Inc. and TURNER (the "Employment Agreement"); and
WHEREAS, TURNER executed an Employee Confidentiality Agreement (the "Confidentiality
Agreement"), dated May 23, 2006 made by and between TURNER and NUCRYST Pharmaceuticals Inc.; and
WHEREAS, the Confidentiality Agreement contains post-employment obligations and restrictions;
and
WHEREAS, NUCRYST and TURNER desire to terminate amicably TURNER'S employment with NUCRYST; and
WHEREAS, TURNER is entitled to certain amounts and benefits provided in her Employment
Agreement upon the termination of her employment in the absence of this Agreement; and
WHEREAS, in this Agreement, in consideration of the mutual promises contained herein, NUCRYST
has offered TURNER certain separation payments and benefits in lieu of, and greater than, the
amounts and benefits provided under the Employment Agreement;
IT IS HEREBY AGREED by and between TURNER and NUCRYST as follows:
1.     The following provisions describe the termination of TURNER'S employment with NUCRYST and
the transition of her duties and responsibilities:
a.     TURNER acknowledges and agrees that her employment with NUCRYST will be permanently and
irrevocably severed, effective April 30, 2008 ("Termination Date"), and that NUCRYST has no
obligation, contractual or otherwise, to hire, rehire or re-employ TURNER in the future. TURNER
hereby resigns from all the offices and other positions she holds with NUCRYST and any of its
affiliates, including without limitation her position as Vice President, Research and Development
of NUCRYST, effective the Termination Date. The Termination Date shall be the date of the
"qualifying event" under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") and,
except as detailed in this Agreement, TURNER'S eligibility to participate in NUCRYST'S benefits
programs ends on the Termination Date. TURNER will receive wages for all work performed by her
from the last pay period prior to April 30, 2008 through the Termination Date, and all unused
vacation pay, if any, less any applicable payroll withholdings, in a paycheck to be issued to her
on April 30, 2008. TURNER'S rights and obligations with regard to any vested Options and/or vested
Restricted Stock Options she may have as of the Termination Date, including her right to exercise
any of those vested Options and/or Restricted Stock Options after the Termination Date, shall be
governed by the terms and conditions set forth in: the Stock Option Agreement, executed by TURNER
on June 13, 2006 (the "2006 Option Agreement"); the Stock Option Agreement, executed by TURNER on
May 21, 2007 (the "2007 Option Agreement"); and, the Restricted Stock Unit Award Agreement,
executed by TURNER on May 21, 2007 (the "RSU Agreement").
b.     TURNER agrees that for the two (2) month period of time commencing on her Termination Date
and continuing to and including June 30, 2008 (the "Transition Period"), she will use good faith,
reasonable efforts to achieve an orderly transition of her duties, that she will cooperate with
NUCRYST'S transition efforts and that she will make herself available as requested by NUCRYST for
consultation with NUCRYST
regarding matters which arise out of or relate to her duties and responsibilities with NUCRYST (the
"Transition Services"). NUCRYST recognizes that TURNER may be unavailable during regular business
hours should she gain new employment or have appointments in connection with the pursuit of new
employment. For greater certainty, TURNER acknowledges and agrees that she shall continue to be
bound by the Confidentiality Agreement in all respects including, without limitation, in respect of
all Proprietary Information (as that term is defined in the Confidentiality Agreement) received by
or disclosed to TURNER by or on behalf of NUCRYST during the Transition Period and thereafter.
2.     (a)     TURNER, on behalf of herself, her heirs, executors, administrators and assigns, for and
in consideration of the undertakings of NUCRYST set forth herein, and intending to be legally
bound, does hereby release and forever discharge NUCRYST and The Westaim Corporation, together with
their parent and subsidiaries, affiliates, predecessor and successor corporations and business
entities, joint ventures, and partners, past, present and future, and its and their agents,
directors, officers, employees, stockholders, investors, insurers and reinsurers, assigns,
representatives, and attorneys, past, present and future, and its and their assigns, heirs,
executors, and administrators, past, present, and future (collectively, the "Releasees"), jointly
and severally, of and from and with respect to any and all legally waivable causes of action,
suits, debts, contracts, covenants, agreements, promises, torts, damages, claims, complaints,
demands and liabilities, indemnity, costs, interest, loss or injury whatsoever of any name, kind
and nature, both in law and in equity whether expressed or implied, suspected or unsuspected,
howsoever arising (hereinafter "Claims"), which TURNER, or her heirs, executors, administrators and
assigns, may heretofore have had, may now have, ever had, or may in the future have against each or
any of the Releasees by reason of any matter, cause or thing whatsoever arising at any time prior
to and up to and including the effective date of the signing of this Agreement, including, without
limitation, any and all Claims relating to TURNER'S employment with NUCRYST or the termination of
that employment, the discipline of TURNER by the Releasees, the compensation for and working
conditions of that employment, including, but not limited to, Claims under the Age Discrimination
in Employment Act, the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of
1964, Section 1981 of the Civil Rights Act of 1870, the Americans with Disabilities Act, the Family
Medical Leave Act, the Employee Retirement Income Security Act, M.G.L. c. 151B, and any and all
other federal, state or local statutory or common law Claims, now or hereafter recognized,
including but not limited to, any Claims for economic loss, compensatory damages, punitive damages,
liquidated damages, costs, fees, or other expenses including attorney's fees incurred in these
matters, any Claims concerning wages, lost pay, discretionary pay, benefits, bonuses or variable
pay under the Releasee's variable pay program or any gratuitous payments promised by the Releasee.
Notwithstanding the foregoing, this release shall not apply to: (i) any vested rights to
retirement, pension, 401(k) plan, or like benefits to which TURNER is otherwise entitled as of
April 30, 2008; (ii) any rights to indemnification TURNER may have pursuant to the Indemnity
Agreement between TURNER and NUCRYST dated June 5, 2006 (the "Indemnity Agreement") in connection
with her employment with NUCRYST on or before the Termination Date; and (iii) any rights as an
insured in connection with TURNER'S service as an officer of NUCRYST on or before the Termination
Date under the directors and officers insurance policy maintained by NUCRYST prior to the
Termination Date.
(b)     NUCRYST, on its behalf and that of its directors and officers (solely in their capacity as
directors and officers) (collectively, the "NUCRYST Releasors"), jointly and severally, do hereby
release and forever discharge TURNER, of and from and with respect to any and all legally waivable
causes of action, suits, debts, contracts, covenants, agreements, promises, torts, damages, claims,
complaints, demands and liabilities, indemnity, costs, interest, loss or injury whatsoever of any
name, kind and nature, both in law and in equity whether expressed or implied, suspected or
unsuspected, howsoever arising (hereinafter "Claims"), which the NUCRYST Releasors may heretofor
have had, may now have, ever had, or may in the future have against TURNER by reason of any matter,
cause or thing whatsoever arising at any time prior to and up to and including the Effective Date
of the signing of this Agreement relating to or arising out of TURNER's employment with NUCRYST
and/or affiliation with, or termination and separation from NUCRYST; provided, however, that
notwithstanding the foregoing, TURNER shall not be released or discharged or held harmless from any
Claims arising out of, in whole or in part, or in any way relating to: (i) any breach by TURNER of
the Confidentiality Agreement or this Agreement; (ii) any disputes under the Confidentiality
Agreement or this Agreement; (iii) the willful misconduct of TURNER; (iv) TURNER's failure to act
honestly and in good faith with a view to the best interests of NUCRYST; (v) in the case of a
criminal or administrative action or proceeding, TURNER's failure to have reasonable grounds for
believing that her conduct was lawful; or (vi) any actions by TURNER that were outside the scope of
her employment for NUCRYST. For greater certainty, nothing herein shall be deemed to be a release
by the NUCRYST Releasors of any of their respective rights under the Confidentiality Agreement or
this Agreement.
- 2 -
3.     TURNER acknowledges and agrees that in the absence of this Agreement, upon the Termination
Date she would be solely entitled to the amounts and benefits provided for under the terms of the
Employment Agreement. In lieu of the amounts and benefits provided under the Employment Agreement,
and in full consideration of TURNER'S execution of this Agreement, and her agreement to be legally
bound by its terms, NUCRYST agrees to make the following payments and fulfill the following
promises after receipt by NUCRYST of TURNER'S signature on this Agreement, and after the expiration
of the revocation period set forth in paragraph 13(e) when this Agreement becomes final and
binding:
(a)     pay TURNER a lump sum payment of $110,000.00, less applicable tax withholding and
deductions within thirty (30) days after the expiration of the revocation period set forth in
paragraph 13(e);
(b)     pay TURNER the lump sum amount of $10,000.00, less applicable tax withholding and
deductions, on June 30, 2008 provided that TURNER fulfills her promises and obligations as set
forth in paragraph 1(b) herein with regard to the Transition Period, as well her other undertakings
in this Agreement, including but not limited to her continuing obligation to abide by the
post-employment obligations and restrictions contained in the Confidentiality Agreement; TURNER
understands and agrees that she will not be entitled to receive the payment set forth in this
paragraph 3(b) if she fails to fulfill her promises and obligations as set forth in paragraph 1(b)
herein with regard to the Transition Period, as well her other undertakings in this Agreement,
including but not limited to her continuing post-employment obligations and restrictions contained
in the Confidentiality Agreement;
(c)     pay directly to Keystone Associates, a division of Keystone Partners, the lump sum of
$6,000.00 for the provision to TURNER of such job placement and transition services as are
available from Keystone Associates for that lump sum;
(d)     allow TURNER to convert to a personal policy any disability or life insurance policies
that are so convertible, in accordance with the terms of such policies, provided that TURNER shall
be responsible for any premiums and conversion costs that may be due on such policies after the
Termination Date; and
(e)     should TURNER elect to receive continued health insurance and/or dental insurance coverage
after her Termination Date pursuant to COBRA, NUCRYST will pay any employee contribution that is
required of TURNER for such continued coverage until the earlier of: (i) July 31, 2008; or (ii) the
date on which TURNER obtains health insurance and/or dental insurance coverage herself or receives
health insurance and/or dental insurance coverage through a new employer, at which time NUCRYST
will cease paying TURNER'S contribution.
4.     TURNER represents that she has returned all property of NUCRYST including, but not limited
to, keys, files, records (and copies thereof), computer hardware and software, cellular phones,
pagers, which are in her possession or control. TURNER further agrees to leave intact all
electronic documents of NUCRYST, including those which she developed or helped to develop during
her employment. TURNER represents and agrees that after the Termination Date, she will continue to
abide by the post-employment obligations and restrictions set forth in the Confidentiality
Agreement, and that her obligations under the Confidentiality Agreement survive the termination of
her employment for NUCRYST.
5.     Except as expressly set forth in paragraphs 1(a) and 3 of this Agreement, TURNER expressly
agrees that she has been paid all remuneration owed to her by NUCRYST or Releasees as a result of
her employment with NUCRYST, the termination of that employment, the termination of the Employment
Agreement, or for any other reason, including but not limited to all accrued salary, wages,
perquisites, variable pay, vacation pay, bonus pay, profit-sharing, stock options, restricted stock
award units, stock, expenses, termination benefits, special incentive payments, or any other
compensation, with the sole exception of any accrued benefits under any qualified retirement plan
maintained by NUCRYST in which TURNER has participated, and that NUCRYST and Releasees do not have,
and will not have, any obligation to provide TURNER at any time in the future with any other
payments, benefits, or consideration.
6.     Except as expressly set forth herein, the parties hereto acknowledge that the undertakings
of each of the parties herein are expressly contingent upon the fulfillment and satisfaction of the
obligations of the other party as set forth herein.
- 3 -
7.     TURNER acknowledges and agrees that this Agreement is not and shall not be construed to be
an admission of any violation of any federal, state or local statute, regulation or law, or of any
duty owed by Releasees to TURNER, or of any wrongdoing to TURNER by Releasees, and that this
Agreement is made voluntarily to provide an amicable conclusion of her employment relationship with
NUCRYST.
8.     TURNER agrees, covenants and promises to keep the terms of this Agreement confidential and
not to take any steps to publicize the fact or terms of this Agreement, even if this Agreement is
disclosed by NUCRYST as part of its reporting obligations. TURNER represents that she has not
communicated or disclosed, and will not hereafter communicate, discuss or disclose, the terms of
this Agreement to any persons except, as she may be required by local, state or federal law or
regulation or by compulsory process of law, and provided that in case of such requirement she shall
notify NUCRYST within forty-eight (48) hours of such requirement in writing, and except for
disclosures to members of her immediate family, her attorney, and her accountant or tax advisor,
each of whom shall be informed of this confidentiality obligation and shall agree to be bound by
its terms.
9.     Except as may reasonably be required to carry out any Transition Services requested by
NUCRYST during the Transition Period, TURNER agrees and covenants that without the written consent
of the Chairman of the Board of NUCRYST, or by written invitation by a member of the board of
directors, TURNER will not enter upon or otherwise gain access to NUCRYST's physical properties or
databases after the Termination Date. TURNER further covenants that she will not take any other
action which has the intent or effect of bringing harm to NUCRYST, its businesses, properties,
management, directors or affiliates. Without limiting the foregoing, TURNER agrees not to
interfere in any manner with NUCRYST's relationships with its customers, suppliers, stockholders or
employees.
10.     TURNER agrees and covenants not to disparage or to make any statement reflecting
negatively on NUCRYST or any other Releasee, or any product or service offered by NUCRYST or
Releasees, publicly or privately. NUCRYST agrees and covenants not to disparage or to make any
statement reflecting negatively on TURNER. For purposes of this paragraph 10, NUCRYST shall mean
NUCRYST and any person or entity, which is a subsidiary of, controlling or controlled by or under
common control with NUCRYST. Nothing in this paragraph shall preclude TURNER or NUCRYST from
communicating or testifying truthfully to the extent expressly required or protected by law, as a
party in litigation, by the proper inquiry of a state or federal governmental agency, by a subpoena
to testify issued by a court of competent jurisdiction, or in any action to enforce the terms of
this Agreement. Nothing in this paragraph shall preclude any communications internal to NUCRYST,
nor shall this Paragraph preclude NUCRYST or TURNER from communicating in confidence to its or her
attorneys, who shall be informed of this confidentiality obligation and shall be bound by its
terms. Upon request of TURNER, Thomas E. Gardner, NUCRYST's Chairman and CEO, agrees to provide
positive employment references, in regard to TURNER, to TURNER's prospective employers and other
entities to whom TURNER may provide services.
11.     This Agreement constitutes the entire agreement between TURNER and NUCRYST with respect to
the subject matter hereof and supersedes and replaces any and all prior agreements or
understandings, whether written or oral, between the parties, including the Employment Agreement,
except that TURNER'S Confidentiality Agreement, 2006 Option Agreement, 2007 Option Agreement, RSU
Agreement, and the Indemnity Agreement continue in force and effect and shall survive the
termination of the Employment Agreement and the termination of TURNER'S employment according to
their respective terms. TURNER acknowledges that none of NUCRYST, the Releasees, nor their
respective directors, employees, agents or attorneys, have made any promise, representation or
warranty whatsoever, express or implied, written or oral, other than the express written
representations herein. This Agreement may not be altered, amended, modified, or otherwise changed
in any respect except by another written agreement signed by both TURNER and NUCRYST.
12.     TURNER acknowledges that breach by her of any of the covenants or provisions set forth
herein, including a breach of her obligations under the Confidentiality Agreement, would cause
NUCRYST severe and irreparable harm. Accordingly, in the event of an actual or threatened breach
by TURNER of any of the covenants or provisions set forth herein, in the Confidentiality Agreement,
NUCRYST will be entitled to seek an injunction restraining TURNER from violating such covenants or
provisions without the posting of a bond. The seeking of any such injunction shall not affect
NUCRYST'S right to seek and obtain damages on account of any such actual or threatened breach of
the covenants or provisions of this Agreement or the Confidentiality Agreement. TURNER
also shall be responsible to pay the costs and expenses to NUCRYST, including attorneys' fees,
arising out of the commission by TURNER of any breach of said covenants.
- 4 -
13.     TURNER hereby certifies that:
(a)     she has read the terms of this Agreement, and that she understands its terms and effects,
including the fact that she has agreed to release and forever discharge Releasees from any legal
action arising out of her employment relationship with NUCRYST, the terms and conditions of that
employment relationship, and the termination of that employment relationship;
(b)     she has signed this Agreement voluntarily and knowingly in exchange for the consideration
described herein, which she acknowledges is adequate and satisfactory to her;
(c)     the payments, benefits, promises and undertakings performed, and to be performed, as set
forth in this Agreement exceed and are greater than the payments and benefits, if any, to which she
would have been entitled had she not executed this Agreement;
(d)     she has been informed that she has forty-five (45) days to consider whether or not to sign
this Agreement, and has signed on the date indicated below after concluding that this Agreement is
satisfactory; if TURNER elects not to take the full forty-five (45) days to consider this
Agreement, she acknowledges and agrees that she has done so knowingly, voluntarily, and with full
understanding that she is waiving a statutory right to consider this Agreement for forty-five (45)
days;
(e)     she has been informed that she has the right to revoke this Agreement for a period of
seven (7) calendar days following her execution of this Agreement by giving written notice to
NUCRYST to the attention of Chairman and Chief Executive Officer, NUCRYST Pharmaceuticals Corp., 50
Audubon Road, Suite B, Wakefield, Massachusetts 01880, and that this Agreement shall not be
effective, enforceable, final or binding until this seven (7) day period has expired;
(f)     she understands and agrees that if she revokes this Agreement, pursuant to paragraph
13(e), that NUCRYST shall have no obligation to provide TURNER with any of the payments or benefits
provided in paragraph 3 of this Agreement other than the amounts that would be required per the
terms of her Employment Agreement, and that no other payments or benefits will be provided in lieu
of such; and
(g)     she has been informed in writing, in a manner understandable to TURNER, of the job titles
and ages of all individuals who have also been selected for reduction-in-force, the eligibility
factors for the reduction-in-force and any applicable time limits, as well as the job titles and
ages of the individuals in the same job classifications or organizational unit who were not
eligible or selected for the reduction-in-force; and
(h)     she has been and is hereby advised by NUCRYST to consult with an attorney prior to signing
this Agreement, and she has in fact done so with her counsel of choice.
14.     TURNER represents and warrants that she has not filed any complaints, claims, charges or
lawsuits against any of the Releasees with any governmental agency or any court and that she will
not do so any time hereafter. To the extent permitted by applicable law, TURNER further agrees
that she will not recommend or suggest to any federal, provincial or local government agency or
potential claimants against or employees of Releasee that they initiate any claim or lawsuit
against the Releasee and TURNER will not voluntarily aid, assist or cooperate with any claimants
against or employees of the Releasee in bringing such claims and lawsuits. If any agency or court
assumes jurisdiction of any complaint or charge against Releasees on behalf of TURNER, or any class
of which she may be a member, she shall request the agency or court to withdraw from the matter
insofar as it affects her. Additionally, she shall not in any way benefit financially from any
litigation brought or conducted by such agency or court and shall take all reasonable steps
necessary to refusse any compensation in connection with any damages claimed in connection
therewith. Nothing in this paragraph shall be construed to prevent TURNER from giving truthful
testimony in response to direct questions asked pursuant to a lawful subpoena or other legal
process during any future legal proceeding involving Releasees.
- 5 -
15.     This Agreement shall be governed, interpreted and enforced by and under the laws of the
Commonwealth of Massachusetts, without regard to choice of law principles, except where federal law
controls. This Agreement shall be enforced by the federal or state courts located in the
Commonwealth of Massachusetts. TURNER consents to the personal jurisdiction of such courts, and
waives any jurisdiction or venue defenses otherwise available to her.
16.     Should any term or provision of this Agreement be declared illegal, invalid or
unenforceable by any court of competent jurisdiction and if such provision cannot be modified to be
enforceable, such provision shall immediately become null and void, leaving the remainder of this
Agreement in full force and effect. The language of all parts of this Agreement shall in all cases
be construed as a whole, according to its fair meaning, and not strictly for or against any of the
parties.
17.     TURNER recognizes and acknowledges that Releasees may seek the assistance,
cooperation or testimony of TURNER in connection with any investigation, litigation, patent
application or prosecution, or intellectual property or other proceeding arising out of matters
within the knowledge of TURNER and related to her position as an employee of NUCRYST, and in any
such instance, TURNER represents and warrants that she shall provide such assistance, cooperation
or testimony and Releasee shall pay TURNER'S reasonable costs and expenses in connection therewith.
18.     TURNER agrees that, for a period of eighteen (18) months after the Termination
Date, she shall notify NUCRYST in writing of any change of residence address and of any subsequent
employment (stating the name and address of the employer and providing a description of the title
and duties of the position) or of any other business activity.
19.     Any notice required to be given to any party under any provision of this Agreement shall
be made in writing, by first class mail, to the following addresses:
To
NUCRYST:  to the attention of General Counsel, NUCRYST Pharmaceuticals Corp., 10102 – 114 Street, Fort Saskatchewan, Alberta T8L 3W4.
To TURNER:  to the attention of Katherine J. Turner, 4 Hazelnut Street, MA 01720.
IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties have executed the
foregoing Confidential Separation Agreement and General Release to be effective as of the date
written above.
NUCRYST PHARMACEUTICALS CORP. and
NUCRYST PHARMACEUTICALS INC.
By:
/s/  Thomas E. Gardner
Thomas E. Gardner
Chairman & CEO
Signed
by TURNER at
5:00 p.m.
on this
21
st
day of
May
, 2008 in the presence of
:
WITNESS:
/s/  Nicholas
Dunwoody
/s/  Katherine J. Turner
KATHERINE J. TURNER
- 6 -
ATTACHMENT
The following is a listing of the job titles and ages of the individuals who have been selected for
reduction-in-force as well as the job titles and ages of the individuals in the same job
organizational unit who were not selected for a reduction in force as of April 30, 2008. Due to
changing business requirements, business needs require a reduction-in-force in order to reduce
expenses. Reductions were determined based on the corporate objectives and associated business
requirements, seniority, years of relevant experience and job skills and abilities required to
support the achievement of business requirements and corporate objectives.
No.
No. Not
Job Title
Age
Selected
Selected
Associate Scientist I, Analytical Chemistry
27
0
1
Associate Scientist III, Analytical Chemistry
41
1
0
Director, Analytical Chemistry &
Pharmaceutical Services
36
0
1
Director, Microbiology & Immunology
40
1
0
Senior Formulation Scientist,
Pharmaceutical Services
71
0
1
Vice President, Research & Development
56
1
0
Executive Assistant, Research & Development
58
0
1
Chairman of the Board, President & CEO
60
0
1
Executive Assistant, Finance
37
1
0
Front Office Administrator, Facilities
40
0
1
Vice President, Corporate Development
51
0
1
Associate Director, Business Development
30
0
1
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