10-12B/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 2
to

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934

UNILIFE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	27-1049354
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

633 Lowther Road, Lewisberry, Pennsylvania	17339
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (717) 938-9323

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to be so registered	Name of each exchange on which each class is to be registered
Common Stock, par value $0.01 per share	The NASDAQ Stock Market, LLC

Securities to be registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer o Non-accelerated filer þ
(Do not check if a smaller reporting company) Smaller reporting company o

Table of Contents

	Page
Item 1. Business		4
Item 1A. Risk Factors		14
Item 2. Financial Information		23
Item 3. Properties		31
Item 4. Security Ownership of Certain Beneficial Owners and Management		31
Item 5. Directors and Executive Officers		33
Item 6. Executive Compensation		34
Item 7. Certain Relationships and Related Transactions, and Director Independence		55
Item 8. Legal Proceedings		55
Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters		55
Item 10. Recent Sales of Unregistered Securities		57
Item 11. Description of Registrant’s Securities to be Registered		59
Item 12. Indemnification of Directors and Officers		61
Item 13. Financial Statement and Supplementary Data		61
Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		61
Item 15. Financial Statements and Exhibits		61
Exhibit 10.5
Exhibit 10.20
Exhibit 10.25
Exhibit 10.30
Exhibit 10.31
Exhibit 10.32
Exhibit 10.33
Exhibit 10.34
Exhibit 10.35
Exhibit 10.36
Exhibit 10.37
Exhibit 10.38
Exhibit 10.39

2

Presentation of Information

Unilife Corporation was incorporated in the State of Delaware on July 2, 2009. On January 27, 2010, Unilife Medical Solutions Limited, an Australian corporation, or UMSL, completed a redomiciliation from Australia to the State of Delaware pursuant to which the shareholders and option holders of UMSL exchanged their interests in UMSL for equivalent interests in Unilife Corporation and Unilife Corporation became the parent company of UMSL and its subsidiaries. The redomiciliation was conducted by way of schemes of arrangement under Australian law. The issuance of Unilife Corporation common stock and stock options under the schemes of arrangement was exempt from registration under Section 3(a)(10) of the Securities Act of 1933, as amended.

Under the schemes, holders of UMSL ordinary shares or share options received one share of Unilife Corporation common stock or an option to purchase one share of Unilife Corporation common stock, for every six UMSL ordinary shares or share options, respectively , held by such holders, unless the holder elected to receive, in lieu of Unilife Corporation common stock , Chess Depositary Interests of Unilife Corporation, or CDIs (each representing one-sixth of one share of Unilife Corporation common stock, in which case such holder received one CDI for every UMSL ordinary share. The redomiciliation was approved by the Australian Federal Court, and approved by UMSL shareholders and option holders. As a result of the redomiciliation, the listing of UMSL’s ordinary shares on the Australian Securities Exchange, or ASX, has been replaced by Unilife Corporation’s CDIs.

We have filed this registration statement in connection with the listing of Unilife Corporation’s common stock on Nasdaq.

Unless the context requires otherwise, references in this registration statement to “Unilife,” the “Company,” “we,” “us” and “our” refer to Unilife Corporation, a Delaware corporation, and its consolidated subsidiaries, including UMSL.

Trademarks, Trade Names and Service Marks

UNITRACT® is a registered trademark of the Company in the United States and Australia, with trademark registrations filed or in process in other jurisdictions. Unitract™ Safe Syringe is a registered trademark in Australia. We have commenced applications to register trademarks for our company name Unilife and our ready-to-fill syringe brand name, Unifill. UNITRACT®, UNILIFE™ and UNIFILL™ are all trademarks held by UMSL’s wholly-owned subsidiary, Unitract Syringe Pty, Ltd., an Australian corporation. Each trademark, trade name or service mark of any other company appearing in this registration statement is, to our knowledge, owned by such other company.

Cautionary Note Regarding Forward-Looking Information

This registration statement contains forward-looking statements. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future are forward-looking statements. The forward-looking statements are contained principally in the sections entitled “Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “potential” and similar expressions intended to identify forward-looking statements.

These forward-looking statements are based on management’s beliefs and assumptions and on information currently available to our management. Our management believes that these forward-looking statements are reasonable as and when made. However, you should not place undue reliance on any such forward-looking statements because such statements speak only as of the date when made. We do not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause actual results, events and developments to differ materially from our historical experience and our present expectations or projections. These risks and uncertainties include, but are not limited to, those described in “Item 1A. Risk Factors” and elsewhere in this registration statement and those described from time to time in our future reports which we will file with the Securities and Exchange Commission. You should read this registration statement and the documents that we have filed as exhibits to this registration statement completely.

Currencies

Unless indicated otherwise in this registration statement, all references to $ or dollars refer to US dollars. References to A$ mean the lawful currency of the Commonwealth of Australia. References to € or Euros are to the lawful currency of the European Union.

3

Item 1. Business

Overview

We are a U.S. based medical device company focused on the design, development, manufacture and supply of a proprietary range of retractable syringes. Primary target customers for our products include pharmaceutical manufacturers, suppliers of medical equipment to healthcare facilities, and patients who self-administer prescription medication. All of our syringes incorporate automatic and fully-integrated safety features which are designed to protect those at risk of needlestick injuries and injury from other unsafe injection practices. Our main product is the Unifill ready-to-fill syringe, which is designed to be supplied to pharmaceutical manufacturers in a form that is ready for filling with their injectable drugs and vaccines. We have a strategic partnership with sanofi-aventis, a large global pharmaceutical company, pursuant to which it has paid us a €10 million exclusivity fee and has committed to pay us up to an additional €17 million to fund our industrialization program for the Unifill syringe. Upon the scheduled completion of the industrialization program in late 2010, we expect to commence the supply and sale of the Unifill syringe to sanofi-aventis. We are also in discussions with other pharmaceutical companies that are seeking to obtain access to the Unifill syringe. In addition, we have recently begun to manufacture our Unitract 1mL insulin syringes at our FDA-registered manufacturing facility in Lewisberry, Pennsylvania.

In the United States and a number of other sophisticated healthcare markets, hospitals and other healthcare facilities, as well as pharmaceutical manufacturers who supply injectable drugs and vaccines in a prefilled syringe format, are increasingly required to comply with legislation aimed at protecting healthcare workers from the risk of acquiring blood-borne diseases such as HIV and hepatitis C via needlestick injuries. Our core portfolio of safety syringe products, including the Unifill syringe and the Unitract 1mL syringes, are designed for supply to pharmaceutical manufacturers and healthcare facilities which are seeking to comply with these needlestick prevention laws. We expect our products will also be used by patients who self-administer prescription medication outside of the healthcare setting. The safety features incorporated into our products include an automatic needle retraction mechanism which allows operators to control the rate of needle withdrawal directly from the body into the barrel of the syringe, as well as an independent auto-disable mechanism to prevent product tampering or re-use. The integration of these safety features within the barrel is designed to make them intuitive to use and compact in size for convenient handling and disposal.

The Unifill syringe is targeted for use by pharmaceutical manufacturers who utilize pre-filled (ready-to-fill) syringes as a preferred drug delivery device for injectable drugs and vaccines. We are aware of more than 50 drug products used within healthcare facilities, or by patients who self-administer prescription medication, that are currently available in a prefilled syringe format. We have designed the Unifill syringe so that it is compatible with the drug validation and manufacturing systems currently used by target pharmaceutical customers to fill and package standard prefilled syringes. To our knowledge, our Unifill product is the only known prefilled syringe with automatic safety features which are integrated inside the glass barrel.

We have signed an exclusive licensing agreement and an industrialization agreement with sanofi-aventis, who we believe to be the single largest global purchaser of pre-filled syringes. Under the exclusive licensing agreement, sanofi-aventis paid us a €10 million upfront one-time fee, and we granted sanofi-aventis a license to certain of our intellectual property in order and solely to develop, in collaboration with us, the Unifill syringe. Pursuant to the exclusive licensing agreement, we are negotiating a list of therapeutic drugs classes with respect to which sanofi-aventis would have the exclusive right to the product for a specified term, during which sanofi-aventis would purchase the product exclusively from us. We have retained the right to negotiate other business arrangements with additional pharmaceutical companies seeking to market the product for use within therapeutic drug classes outside of those exclusive to sanofi-aventis, or after the expiration of the exclusive license with sanofi-aventis.

Under the industrialization agreement, sanofi-aventis has agreed to provide us with up to €17 million in payments based upon milestones to be achieved under the industrialization program for the Unifill syringe. We expect to complete this program in late 2010. We have received payments of €11.5 million under the industrialization agreement from October 2008 through December 2009. Although we have received the exclusivity fee and industrialization payments from sanofi-aventis, to date we have not received any product revenues from sales of the Unifill syringe and our revenues in respect of this product to date consist solely of the exclusivity fee and industrialization payments. We describe our arrangements with sanofi-aventis in more detail under “Strategic Partnership with sanofi-aventis.” We are also aware of more than 20 other pharmaceutical companies that supply injectable drugs in a prefilled syringe format, and we have received interest in the Unifill syringe from a number of these companies.

Our Unitract 1mL syringes are designed primarily for use in healthcare facilities and by patients who self-administer prescription medication such as insulin. We have recently begun U.S. production of this syringe, which we expect to release commercially in early 2010. We have received regulatory clearance for the marketing and sale of the Unitract 1mL syringe in the United States, the European Union, Canada and Australia. We have also filed patents for other clinical and prefilled safety syringe products that may incorporate certain aspects of our core technology for future commercialization. Our in-house team has fully designed, developed, built and validated, to the requirements of the U.S. Food and Drug Administration (FDA) and ISO 13485, the automated assembly system that we use to support production of our Unitract 1mL syringe at our FDA-registered manufacturing facility in Lewisberry, Pennsylvania. We consider our ability to design and develop highly sophisticated, innovative medical devices, and the automated assembly systems we use to manufacture them, to be a core business competency.

We also have an original equipment manufacturer relationship with B. Braun Medical, Inc., a multinational healthcare equipment company. We refer to this as our contract manufacturing business. Under our contract with B. Braun, we assemble a selection of their non-proprietary specialty syringes. We purchase the pre-manufactured syringe components from various third party suppliers. We then assemble the syringes on a build to order basis and perform the related quality inspections and then sell the assembled product to B. Braun. We ship the stock that we assemble to B. Braun for its own commercial use, in areas such as insertion into speciality procedural kits. During the year ended June 30, 2009, we recognized revenues of $3.1 million under our contact with B. Braun, which represented 15.6% of our total revenues during that year. The contract manufacturing business was historically operated by Integrated BioSciences, Inc. which we acquired in January 2007. We are currently concentrating substantially all of our commercial and operational efforts towards the commercialization of our proprietary medical devices, namely the Unifill syringe and the Unitract 1mL syringe, and do not expect the contract manufacturing business to represent a significant portion of our business going forward. Our contract with B. Braun expired in December 2009 and, although we currently continue to operate under the terms of this contract, we do not know whether we will renew it.

4

Market Opportunity

The Syringe Market and the Increasing Use of Pre-Filled Syringes

According to the International Association of Safe Injection Technology, approximately 35 billion syringes are manufactured every year, half of which are used within sophisticated healthcare markets such as North America, Europe, Japan and Australia. The majority of therapeutic injections occur within healthcare facilities such as acute-care hospitals and long-term care centers. Other sectors of the global syringe market include patients who self-administer prescription medication such as insulin, government agencies which sponsor harm reduction programs, and non-government organizations which conduct vaccination programs.

Injectable drugs and vaccines have traditionally been supplied in a vial or ampoule, with the operator required to draw up a measured dose of medication into a conventional plastic syringe immediately prior to an injection. Prefilled syringes typically utilize a glass barrel and are filled by pharmaceutical manufacturers so that they are ready for use prior to shipment. While conventional syringes make up the vast majority of syringes used, prefilled syringes are becoming an increasingly popular method of drug delivery.

We are aware of more than 50 drugs and vaccines that are currently available in a prefilled syringe format from more than 20 pharmaceutical companies, and believe that a number of pipeline drugs are likely to be supplied in this format in the future. Greystone Associates, a medical and health care technology consulting firm, has estimated that approximately 2.23 billion prefilled syringes will be used globally in 2009, and that this number will increase significantly in the coming years. Drugs that are currently supplied in a prefilled syringe format include anti-coagulants to prevent and treat thrombosis, anti-inflammatories to treat rheumatoid arthritis, anti-infectives to treat hepatitis B and C, hematological drugs to stimulate production of red or white blood cells to treat anemia or fight infection, and vaccines which seek to prevent a range of diseases. We expect that prefilled syringes will also be increasingly used in the coming years as a drug delivery device for other therapeutic drug classes including obstetrics, oncology, osteoporosis and human growth hormone treatment.

Prefilled syringes have a number of advantages over conventional plastic syringes. First, prefilled syringes help pharmaceutical companies improve manufacturing efficiencies through the elimination of drug wastage commonly associated with the overfilling of multi-use vials. Second, healthcare workers often prefer prefilled syringes because they can facilitate a relatively fast, accurate and convenient administration of a drug. Furthermore, a pre-measured dose of an injectable drug in a prefilled syringe can help reduce the risk of dosing errors. Finally, the relative ease-of-use by patients of prefilled syringes also makes them suitable for the self-administration of many types of prescription medication.

Increased Focus on Prevention of Needlestick Injuries

The World Health Organization estimates that 1.3 million people die each year as a result of needlestick injuries, syringe re-use, and other unsafe injection practices. Needlestick injuries and syringe sharing can result in the transmission of a number of blood-borne diseases such as HIV/AIDS and hepatitis C. The U.S. Centers for Disease Control and Prevention estimates that 385,000 needlestick and other sharps-related injuries are sustained by U.S. hospital-based healthcare personnel each year. The U.S. Occupational Safety and Health Administration, or OSHA, estimates that when other secondary healthcare settings are also taken into account, there are as many as 800,000 needlestick injuries to U.S. healthcare workers each year. To help minimize the transmission of blood-borne pathogens caused by unsafe injection practices, many international healthcare and pharmaceutical markets are transitioning to the mandatory use of safety syringes.

In sophisticated healthcare markets, governments are focused on the mandatory use of safety devices within healthcare facilities to protect healthcare workers from the risk of acquiring blood-borne pathogens such as HIV-AIDS and hepatitis C via needlestick injuries. The United States was the first nation to mandate the use of safety syringes within healthcare facilities, with the adoption of the Federal Needlestick Prevention Act in 2000, or FNSPA, and the subsequent revision to the Bloodborne Pathogens Standard (BPS). According to the International Healthcare Worker Safety Center at the University of Virginia Health System, approximately one in five healthcare facilities that were inspected by OSHA between 2002 and 2007 have been issued with citations for non-compliance with the BPS.

The European Union is also considering the introduction of legislation requiring member countries to use needlestick prevention products within healthcare facilities, while other countries such as Canada and Australia have also taken steps to encourage the use of safety syringes. As a result of this existing and proposed legislation, safety syringes are now commonly used within the healthcare facilities in a number of countries.

5

The United States represents the largest and most mature market for safety syringes, with a substantial majority of hypodermic syringes and needles used within acute-care facilities featuring some type of needlestick prevention device. Notwithstanding the increased use of safety syringes, we believe that current safety syringe technologies are in several respects inadequate to fully protect healthcare workers from infection risk caused by needlestick injuries or other potential transmission modes. First, most products currently available require operators to manually slide an external plastic guard or sheath over the needle after use, or retract the needle into the barrel at a rapid, uncontrolled rate. Second, healthcare workers may choose to remove or not activate the safety feature of some types of safety syringe products. Moreover, activation of the needle retraction mechanism in the open air for some retractable syringes, rather than inside the body of the patient, may create the potential risk of infection via needlestick injuries or aerosol (splatter).

OSHA differentiates safety features in two primary ways. First, it differentiates passive safety features which “remain in effect before, during and after use” from active devices which “require the worker to activate the safety mechanism.” Second, OSHA regulations state that products with an “integrated safety design that is an integral part of the device and cannot be removed” are usually preferred to those with an accessory safety device with safety features that are “external” and “dependent on employee compliance.” We believe the majority of safety syringe products used in U.S. healthcare facilities incorporate active safety features which are not fully integrated within the barrel of the syringe.

We are not aware of any prefilled syringe with passive safety features that are integrated within the glass barrel. To improve compliance with legislation such as the FNSPA, a number of pharmaceutical companies attach ancillary safety products onto standard prefilled syringes following dose filling and prior to packaging. We estimate that approximately half of the drugs currently available in prefilled syringe format are supplied by the pharmaceutical manufacturer with an ancillary safety device. The majority of these ancillary safety products slide an external plastic sheath or guard over the needle once the injection has been completed.

It is costly for pharmaceutical companies to purchase these ancillary safety products and the automated assembly systems required to attach them onto a standard prefilled syringe. The relatively large size of prefilled syringes supplied with an ancillary safety device can also significantly increase the shipment and packaging costs of pharmaceutical companies. Furthermore, some of these prefilled syringes supplied with an ancillary safety device require the removal of the safety device from the syringe prior to use, creating the risk of infection via needlestick injury or aerosol (splatter). Thus, we believe that there is a significant market opportunity for a prefilled syringe with passive and integrated safety features that is compatible with pharmaceutical companies’ drug filling systems.

We also believe there are significant market opportunities for the use of conventional and prefilled safety syringes outside of mainstream healthcare facilities. In addition to insulin, a range of other injectable drugs designed for the prevention and/or treatment of chronic or debilitating conditions such as arthritis, multiple sclerosis and osteoporosis and thrombosis are now available for self-administration. We believe the popularity of safety syringes among patients who self-administer prescription medication may increase due to their capacity to prevent needlestick injuries to family members and encourage safe, convenient disposal. When purchased with a prescription, a number of insurance providers in the U.S. now cover safety insulin syringes under the same tier level for reimbursement as standard insulin syringes.

We believe that another market which may in the future transition towards the mandatory use of non-reusable safety syringes is the harm reduction market, where governments provide free or subsidized syringes to injecting drug users, or IDUs. The reuse and sharing of syringes by IDUs has been identified as a prime accelerant in the transmission of blood-borne diseases and is responsible for one-third of new HIV infections outside sub-Saharan Africa. The governments of more than 60 countries worldwide now sponsor harm reduction programs which seek to minimize unsafe injection practices by IDUs. While these programs have proven largely effective in preventing or containing HIV epidemics, the continued sharing of standard syringes among IDUs has contributed to the continuation of national epidemics of the relatively more infectious hepatitis C. Furthermore, the unsafe disposal of syringes in public areas creates public concern regarding the risk of needlestick injury. Recognizing the scale of HIV and hepatitis C epidemics, and the substantial economic costs associated with their long-term treatment, many governments are considering the use of single use, safety syringes as a way to enforce safe injection practices among IDUs.

Our Solution

Our clinical and prefilled safety syringes incorporate automatic, also known as passive, safety features which are fully integrated within the barrel. They are designed to assist pharmaceutical manufacturers and healthcare facilities comply with needlestick prevention laws and to encourage single use and safe disposal practices outside of healthcare settings. We consider the following combination of core proprietary features available in our safety products to be unique within the marketplace:

• Integrated design. All safety features are fully integrated inside the syringe barrel to facilitate compact handling, intuitive use and convenient disposal.

6

• Passive retraction. The activation of the needle retraction mechanism occurs automatically while the needle is inside the body to help prevent the risk of needlestick injury.

• Controlled retraction. Operators can control the speed of needle retraction directly from the body into the syringe barrel to help reduce the risk of infection through transmission routes such as needlestick injuries and aerosol (splatter).

• Auto-disable. Upon withdrawal of the needle into the barrel, the plunger is automatically locked to prevent re-exposure or reuse.

We have utilized this core proprietary technology to design and develop a range of prefilled and clinical safety syringes. Furthermore, we are not aware of any other company that is manufacturing safety syringes with automatic, integrated safety features in both a prefilled (glass) and clinical (plastic) format which share the same common technology platform.

Key target markets for our products include pharmaceutical companies, healthcare facilities and patients who self-administer prescription medication. We believe that the majority of our products would be supplied, either directly or through pharmaceutical customers, for use within sophisticated healthcare markets such as North America, Western Europe and some Asia-Pacific countries that require or are transitioning toward the mandatory use of safety syringes.

Business Strategy

Our goal is to progressively move to the forefront of the international transition of healthcare and pharmaceutical markets to the mandatory use of prefilled and clinical safety syringes. We believe that the competitive strength of our proprietary technology puts us in a strong position to become an established and preferred supplier of “best-in-class” safety syringe products to pharmaceutical companies, healthcare facilities and patients who self-administer prescription medication.

Key elements of our business strategy are the development, production and sale of our patent-protected safety syringes, the continued expansion of our global operational and commercial presence and the establishment of long-term supply relationships with multinational pharmaceutical and healthcare equipment companies. We are committed to designing, developing and supplying innovative medical devices that can enhance and save lives. We plan to:

• Continue to build a strong relationship with sanofi-aventis: We believe sanofi-aventis is currently the world’s largest consumer of prefilled syringes. We have had a business relationship with sanofi-aventis since 2003, and under our industrialization agreement with sanofi-aventis, they are funding our industrialization program for the Unifill syringe. Upon completion of the industrialization program, we expect to begin supplying the product to sanofi-aventis for use within defined therapeutic drug classes.

• Enter into business relationships with additional pharmaceutical companies: We have retained the right to negotiate licensing and other business arrangements relating to the Unifill syringe with other pharmaceutical companies for use within those therapeutic drug classes outside of those held by sanofi-aventis during its period of exclusivity. It is our intention to secure agreements with other additional pharmaceutical companies who are industry leaders within their respective therapeutic areas of expertise. By pursuing this strategy, we believe our products can be marketed within a significant number of large therapeutic drug classes where prefilled syringes are commonly used.

• Expand our proprietary product portfolio: We will seek to enhance our competitive position in the design, development and supply of innovative safety medical devices for use within international pharmaceutical and healthcare markets. In addition to the production and supply of the Unifill syringe and the Unitract 1mL syringes, we intend to commercialize a number of additional proprietary products which we believe can also meet the functionality and safety requirements of target customers. This may include the commercialization of our range of Unitract Clinical Syringes in a 3mL and 5mL size targeted for use within acute care hospitals and other healthcare facilities. We may also commercialize additional ready-to-fill syringe products currently in our development pipeline which, like the Unifill syringe, would be designed for supply to pharmaceutical manufacturers. While our focus will remain on the pursuit of organic growth opportunities, we may evaluate opportunities to acquire other complementary technologies or products on a case-by-case basis.

• Expand our operational capabilities within Central Pennsylvania: The United States represents the world’s largest and most mature market for the supply and use of our products and services. We will continue to consolidate the majority of our commercial and operational activities within Central Pennsylvania, a national logistics hub situated between several major pharmaceutical and medical device industry clusters. We intend to make a significant investment in the expansion of our operational capabilities within Pennsylvania to support the commercialization of our core products, such as the Unifill syringe.

7

• Manufacture and supply our Unitract 1mL Syringes to target international markets: We commenced production of the Unitract range of 1mL safety syringes at our facility in Pennsylvania in August 2009. We expect to release this product commercially in early 2010. Product variants within this range have been certified for marketing and sale within key international territories including the United States, Canada, Europe and Australia. We intend to continue to expand our customer base of pharmaceutical companies and healthcare distributors for the marketing and sale of the Unitract 1mL syringes.

Our Products

Unifill syringe

Our Unifill ready-to-fill syringe is, to our knowledge, the only prefilled syringe with passive (automatic) and fully integrated safety features. Manufacturing features include a staked needle with a glass barrel that requires shaping at only one end to allow sourcing from a multitude of glass cartridge suppliers, and the development of components in the fluid path that use the same materials as standard prefilled syringes to facilitate drug compatibility. The product is designed to be a safe, compact and intuitive primary drug container suitable for use within healthcare facilities and by patients who self-administer prescription medication.

The Unifill syringe is designed to fit the manufacturing systems currently used by pharmaceutical customers to load and package a measured dose of an injectable drug into a standard prefilled syringe. We believe the use of the Unifill syringe by a pharmaceutical customer can eliminate its need to purchase and attach ancillary safety products onto standard prefilled syringes to comply with needlestick prevention legislation. In addition to reducing production costs associated with the purchase and attachment of these ancillary devices, we believe our product can also significantly reduce comparable shipping and storage costs. The compact size, intuitive use, functionality and automatic safety features of the Unifill syringe may also help pharmaceutical companies extend product lifecycles, increase levels of market differentiation in competitive therapeutic areas, and expand the marketability of some drugs for convenient self-administration by patients outside of the healthcare setting.

We commenced initial pilot production of the Unifill syringe at our Lewisberry, Pennsylvania facility in 2008. We intend to file a Type III Drug Master File for the product with relevant regulatory authorities such as the FDA, although it is the ultimate responsibility of the pharmaceutical customer to obtain final approval of the combination drug-delivery device. We expect that the commencement of product sales will coincide with the completion of the industrialization program with sanofi-aventis.

Unitract 1mL syringes

The Unitract 1mL range of safety syringes is primarily designed for the subcutaneous injection of drugs within healthcare facilities and by patients who self-administer prescription medication such as insulin. In addition to insulin and tuberculin variants, the Unitract 1mL range also includes the Unitract safe syringe which is custom-designed for use by governments that utilize harm reduction (needle exchange) programs to prevent the reuse, sharing and unsafe disposal practices of IDUs. Unlike the Unifill ready-to-fill syringe, the Unitract 1mL syringes require healthcare workers or patients to draw up the dose from a vial or ampoule immediately prior to the injection.

We have received regulatory certification for the marketing and sale of various Unitract 1mL syringe products in the United States, Australia and Canada and have received CE Mark approval in the European Union. We commenced initial production of Unitract 1mL syringes in China during 2008 to support regulatory approval and marketing activities. In August 2009, we commenced production of the Unitract 1mL syringes at our Pennsylvania facility utilizing an automated assembly system that we designed and built in-house. We expect to commence commercial sales of U.S.-manufactured stock after the completion of required stability (aging) testing in early 2010.

8

Pipeline Products

We also hold additional syringe-related intellectual property for products which we intend to commercialize in the future. These pipeline products include a range of plastic clinical syringes to be developed in a range of larger sizes such as 3mL and 5mL. We believe that commercialization of this pipeline range of larger clinical syringes would further improve our opportunities to market and sell our products within healthcare facilities such as acute-care hospitals. We have also designed and filed patents for a number of other safety syringe products that utilize our proprietary technology. We intend to continue to expand our competitive position within target pharmaceutical and healthcare markets through the commercialization of a number of these other pipeline products.

Strategic Partnership with sanofi-aventis

We started to collaborate with sanofi-aventis in 2003 for the development of the Unifill syringe as a next-generation drug delivery safety device. Sanofi-aventis is a large, global pharmaceutical company, whose products span multiple therapeutic areas, including cardiovascular diseases, thrombosis, oncology, metabolic diseases, internal medicine and vaccines. We believe that sanofi-aventis is currently the world’s largest purchaser of prefilled syringes.

We have signed an exclusive licensing agreement with sanofi-aventis. Under the exclusive licensing agreement, we have granted sanofi-aventis an exclusive license to certain of our intellectual property in order and solely to develop, in collaboration with us, the Unifill syringe for use in and sale to the prefilled syringe market within those therapeutic areas to be agreed upon between us, and a non-exclusive license outside those therapeutic areas that are exclusive to sanofi-aventis or after the expiration of the exclusive license with sanofi-aventis. Pursuant to the exclusive licensing agreement, sanofi-aventis has paid to us a €10 million upfront one-time fee. The exclusive license granted thereunder has an initial term expiring on June 30, 2014, unless we and sanofi-aventis fail to agree by February 28, 2010 upon the list of therapeutic areas that are exclusive to sanofi-aventis, in which event the exclusive license will have a term until June 29, 2012 for all therapeutic areas. If, during the term of the exclusive license, sanofi-aventis has purchased the Unifill syringe for use with a particular drug product, sanofi-aventis will receive a ten-year extension of the term of the exclusive license, which extension will be reduced to five years if sanofi-aventis does not sell a minimum of 20 million units of the product in any of the first five years of such ten-year extension period.

Under the exclusive licensing agreement, we are not precluded from using certain of our intellectual property to develop, license and sell any products in any market other than the ready-to-fill syringe market, or from entering into licensing or other business arrangements with other pharmaceutical companies for the ready-to-fill syringe market outside those therapeutic areas that are exclusive to sanofi-aventis, or after the expiration of the exclusive license with sanofi-aventis. If we grant a license to a third party in respect of the ready-to-fill syringe market, then we are required to pay sanofi-aventis 70% of any access, license or other upfront fee received from such third party for access to purchase the products until our payments to sanofi-aventis have totaled €10 million, following which we are required to pay 30% of such fees we receive through the end of the initial exclusivity period. We are also required to pay sanofi-aventis an annual royalty payment of 5% of the revenue generated from any sale of the Unifill syringe to third parties, up to a maximum amount of €17 million in such royalty payments.

On June 30, 2009, we signed an industrialization agreement with sanofi-aventis. The industrialization agreement sets forth the terms for the collaboration between the parties to design, develop, scale up and industrialize the Unifill syringe, including the timetable and milestones for the industrialization program. Under the industrialization agreement, sanofi-aventis has agreed to provide up to €17 million in payments to us based on milestones we achieve in our industrialization program. The industrialization program began in July 2008 and is scheduled to be completed by the end of 2010. From October 2008 through December 2009, we have received payments of €11.5 million under the industrialization agreement. Key hurdles which remain until we complete the industrialization program include the development of a pilot automated assembly system, the completion of a new manufacturing facility and the establishment of a designated cleanroom for the installation of the automated assembly system. The industrialization agreement required sanofi-aventis to provide a list to us that specifies therapeutic drug classes for which it seeks to market the Unifill syringe on an exclusive basis. We and sanofi-aventis are discussing the exclusivity list sanofi-aventis provided us and if the list is agreed, sanofi-aventis will retain exclusive rights to the use of the product within these designated therapeutic drug classes until June 30, 2014, subject to the extension described above. If we are unable to reach an agreement on the list, then sanofi-aventis will retain full exclusivity across all therapeutic classes only until June 29, 2012. Unless terminated earlier, the industrialization agreement has a term until the completion of the industrialization program.

The industrialization agreement provides that, subject to the full completion of the industrialization program, the parties will negotiate a supply agreement for the manufacture and purchase of the final product on a commercial scale. The supply agreement will provide that sanofi-aventis and its affiliates will purchase the final product exclusively from us, and the industrialization agreement provides that we are not required to commit more than 30% of our expected installed production capacity to sanofi-aventis and its affiliates for the 12 months following the receipt of a purchase order. Any order of sanofi-aventis, together with its other orders, that will exceed the 30% capacity limit will require up to a maximum of 24 months lead time before we are required to commence delivery of that order.

9

Pursuant to the industrialization agreement, if UMSL agrees to, or proposes to agree to, a change of control with a third party, UMSL must give a written notice to sanofi-aventis, who will be entitled, within five business days, to make an offer on at least equivalent terms. In the absence of an improved change of control proposal, UMSL must accept the matching offer of sanofi-aventis. If UMSL receives an improved change of control offer from the third party, then UMSL must give a further notice to sanofi-aventis for it to make a further matching offer. In addition, if during the term of the industrialization agreement, a change of control that does not involve sanofi-aventis, or its affiliates, obtaining control of UMSL (i) is not recommended by UMSL’s board of directors, (ii) will cause harm to sanofi-aventis, as defined in the agreement or (iii) under which Mr. Alan Shortall, our CEO and director, is not to continue in such capacities for at least two years after the change of control, then sanofi-aventis will have the right to terminate the industrialization agreement within ten business days after receiving a notice from UMSL, or after it otherwise becomes aware of the change of control. Pursuant to the industrialization agreement, a change of control means, in general terms, a change in the ownership of 50% or more of UMSL’s shares or the power to determine the majority composition of UMSL’s board of directors or any other event that UMSL’s board determines to be a change of control event.

Manufacturing

We have an FDA-registered, 50,000 square foot medical device production facility in Lewisberry, Pennsylvania. This facility has two class-eight clean rooms. The first clean room houses a fully automated assembly system used to manufacture our Unitract 1mL syringes. This automated assembly system, which has an optimum capacity of up to 40 million units per year, was fully designed, developed, built and qualified by our in-house team. The other clean room is used to assemble non-proprietary medical devices under contract with B. Braun. Other areas of our Lewisberry facility are used for offices, product design and prototyping, engineering activities and the construction of automated assembly systems. Prior to the commencement of commercial production of the Unitract 1mL syringe at our Lewisberry facility, we utilized a medical device company in China to manufacture sufficient volumes of these products to obtain regulatory approvals and undertake preliminary marketing activities. We intend to focus upon the domestic manufacture of our Unitract 1mL syringe at our Lewisberry facility in the forseeable future.

To support our manufacturing plan for the high-volume production of the Unifill syringe, we are outsourcing the development and manufacture of automated assembly systems for this product to Mikron Assembly Technology, an established industry specialist. On November 12, 2009, we signed a purchase agreement with Mikron for the development and supply of a pilot automated assembly system to support the commercial production of our Unilfill syringe. The development of the automated assembly system began in December 2009, with completion and installation into our new facility scheduled for the fourth quarter of 2010. We anticipate that this automated assembly system will have a target production capacity of approximately 60 million units per year. Additional assembly lines, which we expect to commission and operate beyond 2010, are targeted to have a significantly higher annual manufacturing capacity. To support our business expansion activities, we are in the process of developing a new manufacturing facility close to our Lewisberry facility within York County, Pennsylvania. We expect to transition at least some of our manufacturing activities into the new manufacturing facility during 2010. For more details regarding the development of the new manufacturing facility, please see “Item 3. Properties”.

We source our components and raw materials under written contracts with a variety of suppliers, all of which specialize in the medical device and pharmaceutical sectors. We have also entered into a number of relationships with other companies for the initial supply of components, raw materials and related services for the Unifill syringe. Due to an initial requirement for only limited production volumes of components which comprise the Unifill syringe, we currently receive a majority, or in some cases all, our components such as rubber seals and glass barrels from a single source supplier. To support the industrialization program for this product and further strengthen our supply chain in the long-term, we intend to establish, wherever feasible, a dual-source strategy for the production of key components, raw materials and related services. The companies we expect to appoint for the production and supply of items and related services pertaining to the Unifill syringe all have an established presence in the international drug delivery market, with the majority having facilities in both North America and Europe.

Sales and Marketing

We expect that our primary customers will be pharmaceutical companies which utilize prefilled syringes as a primary container device for the administration of therapeutic drugs and vaccines. We intend to enter into supply agreements for the Unifill syringe with sanofi-aventis and some other pharmaceutical customers. The majority of these target pharmaceutical customers are multinational companies with headquarters located in either the United States or Europe.

We expect the pharmaceutical customer to be primarily responsible for the sale, marketing and clinical use of the combination drug-delivery device to target government agencies, healthcare facilities or patients who self-administer prescription medication within indicated therapeutic drug classes. We expect to support pharmaceutical customers in the development of documentation or marketing material pertaining to the recommended clinical use of the device with the contained drug or vaccine. We may also enter into agreements for the supply of the Unitract 1mL syringes directly to pharmaceutical companies for use with injectable drug products which are supplied in a vial and marketed in a kit format.

10

We also intend to distribute our Unitract 1mL syringes within the United States via distributors which specialize in target markets such as long-term and acute care healthcare facilities or the direct mail order of prescription medication and medical equipment to patients for self-administration. We will also examine opportunities to enter into relationships for our Unitract 1mL syringes with group purchasing organizations, or GPOs, which secure competitive pricing for commodity items such as syringes on behalf of members such as acute-care hospitals. Over the past decade, many GPOs have introduced programs that encourage the expedient evaluation and selection of innovative products developed by smaller companies. However, we do not expect to fully penetrate the acute-care hospital market until we have a complete range of clinical syringe sizes.

Outside of the United States, we have a distributor to sell our Unitract 1mL syringes in Canada and expect to appoint other distributors within other international healthcare markets such as Western Europe and the Asia-Pacific region. Furthermore, we intend to review opportunities to collaborate with governments seeking to examine the use of our Unitract 1mL syringes as a means of helping to prevent the re-use, sharing and unsafe disposal of non-sterile syringes by injecting drug users.

We have a small internal team to support the training of appointed distributors in the marketing and clinical use of our Unitract 1mL syringes. We intend to expand this team as we commence sales of our Unitract 1mL syringes, appoint additional distributors and commercialize our larger-sized clinical syringes.

Intellectual Property

We have established an intellectual property portfolio through which we seek to protect our products and technology. Our intellectual property portfolio includes 24 issued patents in 13 countries, with two issued patents each in Australia and the United States. We have filed a significant number of patent applications that are now pending in Australia, the United States, Europe, China, India and other countries covered under the Patent Cooperation Treaty. We also hold provisional patent applications in both the United States and Australia and several registered trademarks. Our patents expire at various dates between 2018 and 2028. Trade secrets law in the United States and other jurisdictions provides additional protection. We also enter into non-disclosure agreements with certain vendors and customers. All active United States based employees have signed confidentiality, non-compete and intellectual property assignment agreements.

We classify our patents and patent applications as they relate to particular product categories including 1mL insulin and safe syringes with an attached needle; clinical syringes which include larger sizes and interchangeable luer needles; and our Unifill syringe. Many of the features claimed in the insulin and safe syringes patents, such as the mechanism allowing automatic and controlled needle retraction within an integrated medical device, also apply to our other safety syringe products, including the Unifill syringe. Some key patents covering countries such as Australia, the United States and Europe, as well as some of our international patent applications, are described below:

INSULIN AND SAFE SYRINGE (UNITRACT)

Description	Issued Patent No.		Patent Application No.		Publication No.		Patent Expiry Date
Australian Patent		731159					September 22, 2018
US Patent		6,083,199					September 22, 2018
International Patent Application			PCT/AU01/000458		WO 01/80930		April 20, 2021
Europe				01925194.1		1 276 530 A	April 20, 2021
USA		7,500,967				20030158525	July 15, 2022
International Patent Application			PCT/AU2004/000354		WO 2004/082747
Europe				04721775.7		1 608 421A	March 19, 2024
USA				10/549,710		20060235354	March 19, 2024*

The patents listed above cover the following features of the insulin and safe syringe:

• a compressed spring to retract the needle and rotate the plunger into a locked position to prevent sharps exposure; and

• a plastic mount on the needle to provide a needle pickup by the plunger for needle retraction.

CLINICAL SYRINGE

Description	Issued Patent No.	Patent Application No.		Publication No.		Patent Expiry Date
International Patent Application		PCT/AU2005/000107		WO 2005/072801
Europe			05700138.0		1 708 772	January 28, 2025
USA			10/587,705		20080255513	January 28, 2025*
International Patent Application		PCT/AU2006/000618		WO 2006/119570
Europe			06721494.0		1 879 635A	May 11, 2026
USA			11/914,092		20090221962	May 11, 2026*

The patents listed above cover the following features of the clinical syringe:

• a plunger that holds a compressed spring that is used to retract a needle mount from the end of the barrel;

• a plunger that retracts with controlled reaction; and

• a needle that is mounted in the barrel with retaining clips integrally formed in the barrel and which uses an ejector to release the needle.

11

READY TO FILL SYRINGE (UNIFILL)

Description	Issued Patent No.	Patent Application No.		Publication No.		Patent Expiry Date
International Patent Application		PCT/AU2006/000516		WO 2006/108243
Europe			06721397.5		1 868 669	April 18, 2026
USA			11/911,481		2009093759	April 18, 2026
International Patent Application		PCT/AU2008/000971		WO 2009/003234 A1
Europe			08757038.8			July 2, 2028

The patents listed above cover the following features of the Unifill syringe:

• a two-piece plunger seal and a needle seal with an ejector;

• a plunger that is molded with a needle pickup feature;

• a plunger where the control rod is broken off to reduce the disposal length;

• a needle retainer and release ring that are glued to a glass barrel to overcome limited moldability of glass; and

• a needle retainer, ejector ring and needle seal that retain the needle mount until released for retraction after the full dose is administered

An issued patent, unlike a pending patent application, has been reviewed by the relevant national patent office and has met the legal requirements for patentability required by the law of that country. An issued patent can therefore be enforced against infringers in the courts of the country where granted, although an issued patent does not guarantee that the company has freedom to operate and could still infringe upon the issued patent of another patent held by a third party.

In a number of key countries, we have registered trademarks including Unitract™ and have commenced applications to register trademarks for our company name, Unilife, as well as our ready-to-fill syringe brand name Unifill. Unitract™ is a registered trademark in the United States and is also filed under the Madrid Protocol Agreement for the international registration of marks in 25 countries, including France, Germany, Japan, China, Switzerland and the United Kingdom. Additionally, Unitract™ is a registered trademark in Australia, Mexico, New Zealand, Canada, India, Indonesia, South Africa, and Brazil. Unitract™ Safe Syringe is also a registered trademark in Australia.

Government Regulation

The development, manufacture, sale and distribution of medical devices are subject to comprehensive government regulation. Our medical devices and manufacturing operations are subject to regulation under the Federal Food, Drug and Cosmetic Act, or the FDC Act, as implemented and enforced by the FDA and various other federal and state agencies and are also subject to regulation by foreign governmental agencies. These laws and regulations govern the development, testing, manufacturing, labeling, advertising, marketing and distribution and market surveillance of medical devices.

FDA’s Premarket Clearance and Approval Requirements

Unless an exemption applies, each medical device we wish to distribute commercially in the United States will require either prior 510(k) clearance or premarket approval from the FDA. The FDA classifies medical devices intended for human use into three classes: Class I, Class II and Class III. Class I or Class II devices require the manufacturer to submit to the FDA a premarket notification requesting permission to commercially distribute the device. This process is generally known as 510(k) clearance. Class III devices require premarket approval. Our clinical range of syringes, including our Unitract 1mL syringe, are Class II devices. Our Unifill syringe does not require 510(k) clearance because it will be sold to drug manufacturers for use as drug packaging. None of our products require premarket approval.

There is a different regulatory process that will apply to our Unifill syringe because it will be used by drug manufacturers to provide drugs in a prefilled format. In the case of the Unifill syringe, it is the responsibility of the pharmaceutical customer who will use the Unifill syringe for its drug to obtain final product approvals, either by submitting a new drug application or abbreviated new drug application. In order to support the pharmaceutical customer’s application, we intend to create what is known as a drug master file. A drug master file is a submission to the FDA that may be used to provide information about facilities, processes or articles used in the manufacturing, packaging and storing of one or more human drugs. The drug master file will define the manufacturing and safety characteristics of the Unifill syringe while protecting proprietary information regarding its technical design.

510(k) Clearance Pathway

When obtaining a 510(k) clearance is required, we must submit a premarket notification demonstrating that our proposed device is substantially equivalent to another legally marketed product (i.e., that it has the same intended use and that it is as safe and effective as a legally marketed, or predicate, device and does not raise different questions of safety or effectiveness than does a predicate device). According to FDA regulations, the FDA is required to clear or deny a 510(k) premarket notification within 90 days of submission of the application, or 30 days in the case of an abbreviated 510(k) application that may be filed for product line extensions. As a practical matter, 510(k) clearance often takes between three and twelve months.

We received 510(k) clearance for our Unitract 1mL insulin syringe in October 2008 that covered the production of the device by a contractor outside the United States. Since we will be producing this product in the United States, we will be required to submit a new 510(k) application that covers production of the device at our Pennsylvania manufacturing facility.

Premarket Approval Pathway

A premarket approval application must be submitted to the FDA if the device cannot be cleared through the 510(k) process. A premarket approval application must be supported by extensive data, including, but not limited to, technical, preclinical, clinical trials, manufacturing and labeling to demonstrate to the FDA’s satisfaction the safety and effectiveness of the device. This process does not apply to our current range of products.

Pervasive and Continuing Regulation

After a device is placed on the market, numerous regulatory requirements apply. These include:

• quality system regulations, or QSR, which require manufacturers, including third-party manufacturers, to follow stringent design, testing, control, documentation and other quality assurance procedures during all aspects of the manufacturing process;

• labeling regulations and FDA prohibitions against the promotion of products for uncleared, unapproved or “off label” uses;

• medical device reporting regulations, which require that manufacturers report to the FDA if their device may have caused or contributed to a death or serious injury or malfunctioned in a way that would likely cause or contribute to a death or serious injury if the malfunction were to occur; and

• post-market surveillance regulations, which apply when necessary to protect the public health or to provide additional safety and effectiveness data for the device.

The FDA has broad post-market and regulatory enforcement powers. We are subject to unannounced inspections by the FDA to determine our compliance with the QSR and other regulations, and these inspections may include the manufacturing facilities of our manufacturing subcontractors.

Failure to comply with applicable regulatory requirements can result in enforcement action by the FDA, which may include any of the following sanctions:

• fines, injunctions, consent decrees and civil penalties;

• recall or seizure of our products;

• operating restrictions, partial suspensions or total shutdown of production;

• refusing our requests for 510(k) clearance or premarket approval of new products or new intended uses;

• withdrawing 510(k) clearance or premarket approvals that are already granted; and

• criminal prosecution.

Regulation in the European Union and Australia

The European Union has adopted numerous directives regulating the design, manufacture, clinical trials, labeling and adverse event reporting for medical devices. Devices that comply with the requirements of the relevant directive will be entitled to bear CE conformity marking, indicating that the device conforms with the essential requirements of the applicable directives and, accordingly, can be commercially distributed throughout the member states of the European Union. The method of assessing conformity varies depending on the type and class of the product, but normally involves a combination of self-assessment by the manufacturer and a third party assessment by a “Notified Body” which is an independent and neutral institution appointed by a country to conduct the conformity assessment. This third-party assessment may consist of an audit of the manufacturer’s quality system and specific testing of the manufacturer’s device. An assessment by a Notified Body in one member state of the European Union is required in order for a manufacturer to commercially distribute the product throughout these countries. ISO 9001 and ISO 13845 are voluntary harmonized standards. Compliance establishes the presumption of conformity with the essential requirements for CE Marking. In July 2009, we received our ISO 13485:2003 quality system certification. Our certification includes the design, development, production and distribution or sterile syringes and insulin syringes and the provision of contract manufacturing services to the medical device industry.

We have successfully completed a Notified Body audit to allow our Unitract syringes to bear the CE mark and are currently awaiting certification from the Notified Body.

In Australia, the Therapeutic Goods Administration, or TGA, is responsible for administering the Australian Therapeutics Goods Act. The Office of Devices, Blood and Tissues is the department within the TGA responsible for medical devices. The Australian Register of Therapeutic Goods, or ARTG, controls the legal supply of therapeutic goods in Australia. The ARTG is the register of information about therapeutic goods for human use that may be imported, supplied in, or exported from Australia. Any use of an unapproved medical device in humans, even in pilot trials, requires an exemption from the requirement for inclusion on the ARTG. US manufacturers seeking to market product in Australia must acquire CE certification and lodge manufacturer evidence, including the CE certificate and a Declaration of Conformity to Australian Requirements, with the TGA. The lodging of this information with the TGA is completed by an Australian sponsor, with the assistance/support of the manufacturer. Upon TGA acceptance of the manufacturer evidence, the Australian sponsor/manufacturer must create a medical device inclusion in the ARTG and only is then able to release USA-manufactured product in Australia. The Unitract syringe products currently included on the ARTG are only those previsously manufactured for us by the medical device company we previously used for this purpose in China.

12

Other Regulations

We are also subject to various federal, state and local laws and regulations, both in the United States and other international territories where we conduct business, relating to such matters as safe working conditions, laboratory and manufacturing practices and the use, handling and disposal of hazardous or potentially hazardous substances used in connection with our research and development work. Although we believe we are in compliance with these laws and regulations in all material respects, we cannot provide assurance that we will not be required to incur significant costs to comply with environmental laws or regulations in the future.

We are subject to various federal, state and local laws in the United States targeting fraud and abuse in the healthcare industry, which generally prohibit us from soliciting, offering, receiving or paying any remuneration in order to induce the ordering or purchasing of items or services that are in any way paid for by Medicare, Medicaid or other government-sponsored healthcare programs. Healthcare costs have been and continue to be a subject of study, investigation and regulation by governmental agencies and legislative bodies around the world. The U.S. federal government continues to scrutinize potentially fraudulent practices affecting Medicare, Medicaid and other government healthcare programs. Payers have become more influential in the marketplace and increasingly are focused on drug and medical device pricing, appropriate drug and medical device utilization and the quality and costs of healthcare. Violations of fraud and abuse-related laws are punishable by criminal or civil sanctions, including substantial fines, imprisonment and exclusion from participation in healthcare programs such as Medicare and Medicaid and health programs outside the United States.

Competition

The healthcare equipment, pharmaceutical and medical device industry sectors in which we operate are highly competitive. We compete with many companies, both public and private, that range in size from small, highly focused businesses to large diversified multinational manufacturers of healthcare and pharmaceutical equipment, as more fully described below.

While we do not believe there are any other companies that offer a ready-to-fill syringe with safety features which are fully integrated within the glass barrel, there is a highly concentrated market for the production of standard ready-to-fill syringes for supply to pharmaceutical manufacturers. We are aware of five companies which specialize in the production and supply of glass ready-to-fill syringes. These companies are Becton, Dickinson and Company, or BD, Gerresheimer Bünde GmbH, MGlas AG, SCHOTT forma vitrum AG, and Nuova Ompi. All of these companies are larger and better capitalized than we are, and have an extensive base of pharmaceutical customers. We estimate the market concentration rate for these five companies to be around 95%. We believe BD’s market share to be in excess of 50%, as it has supply relationships with most pharmaceutical companies and contract manufacturing organizations. Of these five aforementioned companies, we believe that BD is the only one which also markets and supplies ancillary safety products for attachment onto standard prefilled syringes to assist pharmaceutical companies in their compliance with needlestick prevention laws. We are aware of another specialist supplier of ancillary safety products, Safety Syringes Inc, which has contracts with a number of pharmaceutical manufacturers.

We have sought to strengthen our competitive position in this marketplace in a number of ways. For example, the design of the Unifill syringe incorporates the use of a glass barrel which requires shaping at only one end. As a result, the glass barrel for the Unifill syringe can be sourced from the many global suppliers of glass cartridges and not just the five specialty manufacturers mentioned above.

The global market for clinical (non-pre-filled) plastic syringes is highly competitive, with at least 50 manufacturers located across North America, Europe and the Asia-Pacific. The market for clinical safety syringes is relatively less competitive, yet highly concentrated. We believe BD is the largest global supplier of clinical safety syringes. Other companies which compete in this market sector include Retractable Technologies, Inc, Covidien and Smiths Medical. All of these companies offer a full range of clinical safety syringes, operate a strong sales, distribution and customer support network, and have existing supply relationships with major healthcare buying groups.

Research and Development

During the fiscal years ended June 30, 2009 and 2008, we incurred approximately $1.0 million and $0.5 million, respectively, on research and development of our technologies. Research and development costs include activities related to the research, development, design, testing, and manufacturing of prototypes of our products. It also includes clinical activities and regulatory costs. Research and development costs also include costs associated with certain consultants engaged in research and development activities along with a portion of the overhead costs we incur to operate our manufacturing facility. We expect our research and development expenses to continue as we continue to develop other pipeline product variants of our technology such as the Unitract clinical range of larger syringe sizes.

13

Employees

As of December 22, 2009, we had 97 employees, of whom approximately 77 are engaged in operations activities including research and development, quality assurance and manufacturing activities, five are engaged in marketing and clinical activities and 15 are engaged in finance, legal and other administrative functions. All but four of our employees and all of our executive officers are located at our facilities in Central Pennsylvania. All but two of our employees are full-time employees. None of our employees are represented by a labor union or covered by a collective bargaining agreement. We consider our relations with our employees to be good.

Corporate History

Unilife Corporation was incorporated in Delaware on July 2, 2009, and is currently a wholly-owned subsidiary of UMSL. As we describe in more detail under “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Redomiciliation.” On January 27, 2010, Unilife Corporation became the parent company of UMSL upon completion of the redomiciliation and UMSL’s shareholders and optionholders exchanged their interests in UMSL for equivalent interests in Unilife Corporation. Our principal executive offices are located at 633 Lowther Road, Lewisberry, PA 17339. Our telephone number at this address is +1 717 938-9323.

UMSL was incorporated on June 28, 1985, in South Australia, Australia. The registered office of UMSL is located at Suite 3, Level 11, 1 Chifley Square, Sydney NSW 2000. Originally known as Musgrave Block Holdings Limited, UMSL acquired all of the issued shares of Unitract Pty Limited in November 2002, and changed its name to Unitract Limited (now Unilife Medical Solutions Limited), listed on the Australian Securities Exchange, or ASX under the ticker “UNI” and continued the business operations of Unitract Pty Limited and the development of Unitract Pty Limited’s retractable syringe project. In January 2007, in order to obtain a manufacturing presence in the United States, UMSL acquired all the stock of Integrated BioSciences, Inc., a Pennsylvania-based company, which changed its corporate name to Unilife Medical Solutions, Inc. in February 2009. At the time of its acquisition by UMSL, Integrated BioSciences, Inc. was in the business of contract manufacturing of syringes for third parties and developing automated assembly equipment.

Item 1A. Risk Factors

Our business faces many risks. We believe the risks described below are the material risks facing the Company. However, the risks described below may not be the only risks we face. Additional unknown risks or risks that we currently consider immaterial may also impair our business operations. If any of the events or circumstances described below actually occurs, our business, financial condition or results of operations could suffer, and the trading price of our shares of common stock could decline significantly. Investors should consider the specific risk factors discussed below, together with the “Cautionary Note Regarding Forward-Looking Information” and the other information contained in this Form 10 and the other documents that we will file from time to time with the Securities and Exchange Commission.

Risks Relating to Our Business

Our success depends in large part on our ability to finalize the design of and complete the industrialization program for our primary product, the Unifill syringe. If we experience problems or delays in completing these activities, our business, including our ability to generate significant revenues, will be materially and adversely affected.

We commenced the industrialization program for the Unifill syringe in July 2008 and expect to finalize the design of and complete the industrialization program for the product, as well as the development of production systems to support its manufacture and commercial sale, by the end of calendar year 2010. Since the Unifill syringe is our primary product, any failure or significant delay in completing these activities could materially harm our business and our ability to generate any significant amount of revenues for the foreseeable future. We do not expect that our existing contract manufacturing business will generate significant revenues in the future. In addition, our contract with B. Braun expired on December 31, 2009 and while we and B. Braun continue to operate under the contract, there is no assurance that we will be able to renew this contract on favorable terms, if at all.

14

Our business is substantially dependent on our relationship with our strategic partner, sanofi-aventis, which is funding the industrialization program for the Unifill syringe, and our revenues from other sources are not significant.

To date, we have derived a substantial majority of our revenues from our exclusive licensing and industrialization agreements with sanofi-aventis. For the year ended June 30, 2009, our revenues from these agreements were $16.1 million, which represented 81% of our revenues for the period. We expect that revenues from sanofi-aventis will continue to account for a substantial majority of our revenues at least through the end of calendar 2010, which is when we expect to complete our industrialization program for the Unifill syringe. In addition, we will need to negotiate successfully with sanofi-aventis to finalize a supply agreement for the Unifill syringe. Even if we finalize this agreement and commence commercial sales to sanofi-aventis, we expect that sanofi-aventis will be our most significant customer, at least until its exclusive period terminates, and that revenues from sanofi-aventis will continue to account for a substantial majority of our revenues and cash flows from operations. Any termination or material breach of the existing agreements between sanofi-aventis and us, any failure to successfully negotiate a supply agreement, or any failure to perform under any supply agreement that we do negotiate, would be likely to materially and adversely affect our business.

Our research and development and other operating expenses are significant and we do not expect to be profitable unless and until we complete our industrialization program, negotiate a supply agreement with sanofi-aventis or other pharmaceutical companies and begin commercial sale of the Unifill syringe.

We have incurred and will continue to incur significant research and development expenses for the completion of the industrialization program for the Unifill syringe, as well as for the development of other product variants of our technology such as the Unitract Clinical Range of larger syringe sizes. We will also incur general and administrative expenses related to increasing our manufacturing operations, expanding our sales and marketing capabilities, seeking regulatory approvals, and complying with the requirements related to being a public company in both the United States and Australia. We will not be profitable unless we are successful in developing and commercializing the Unifill syringe and other new products, obtaining regulatory approvals, and manufacturing, marketing and selling commercial products.

The Unifill syringe has been designed to be compatible with the drug manufacturing systems currently utilized by sanofi-aventis, which may hinder our ability to sell the product to other pharmaceutical customers whose manufacturing processes may not be compatible with our current product designs.

The Unifill syringe has been designed to be compatible with the drug filling and packaging systems of sanofi-aventis. While the standard glass barrels to be used for the Unilfill syringe are also currently utilized by most pharmaceutical companies, the specific processes used by other pharmaceutical companies to fill, manufacture or package prefilled syringes with an injectable drug product may vary from those of sanofi-aventis. Furthermore, pharmaceutical companies may in some cases require the use of materials which are biocompatible with a particular drug compound and to which we do not have access. Such events may require design, material or process changes to our product, or restrict our ability to enter into supply relationships with other pharmaceutical companies and accordingly, may have a material adverse effect on our results of operations and financial condition.

Our ability to successfully market and sell our safety syringes outside of the pharmaceutical market may be impaired until we are able to offer a full range of safety syringes in sizes commonly used in acute-care facilities.

In addition to the Unifill syringe, our product portfolio also includes the Unitract 1mL syringe, a plastic syringe which we refer to as a clinical syringe. Acute-care hospitals are the largest single healthcare market for clinical syringes. These facilities use a range of clinical syringes, including 1mL, 3mL and 5mL sizes, for the subcutaneous and intramuscular administration of therapeutic drugs and vaccines. We have completed development and secured regulatory approvals only for the marketing and sale of our Unitract 1mL syringe. While we intend to market the Unitract 1mL syringe to other healthcare sectors in addition to acute-care facilities, our ability to market and sell our safety syringes successfully may be impaired until we are able to offer clinical syringes in a full range of sizes.

Our success will depend on the full commercialization of our current products, and the development and commercialization of other pipeline products. There can be no assurance that we will be successful in these efforts.

A significant element of our strategy focuses on developing products that deliver greater benefits to pharmaceutical companies, healthcare workers and patients. The development of these products requires significant research and development, clinical evaluations and regulatory approvals. The results of our product development efforts may be affected by a number of factors, including our ability to innovate, develop and manufacture new products, complete clinical trials, obtain regulatory approvals and secure customer orders for these products. In addition, patents attained by others can preclude or delay our commercialization of a product. There can be no assurance that any products now in development, or that we may seek to develop in the future, will achieve technological feasibility, obtain regulatory approval or gain market acceptance.

15

We need substantial additional funding and may be unable to raise capital when needed, which would force us to delay, reduce or eliminate our efforts in developing our new manufacturing facility and in our product development or commercialization programs.

We are in the process of developing a new manufacturing facility in central Pennsylvania. We estimate the total cost to be approximately $26 million. We intend to internally fund $9 million of the cost and seek external financing for up to $17 million. Although we currently believe that our current cash resources, together with our anticipated cash flows, will be sufficient to fund our operations (other than the development of the new manufacturing facility which we expect to finance in part with the proceeds of external financing) through at least the end of fiscal 2010, we may also need to obtain additional funding in the future for our product development programs and commercialization efforts. In particular, if the amount of funding that sanofi-aventis has agreed to provide to us under the industrialization agreement is insufficient to complete the industrialization program for the Unifill syringe, we may need to obtain additional funding unless sanofi-aventis were to agree to provide us with additional funding, which it has no obligation to provide. We cannot assure you that we will be able to raise capital when needed on terms favorable to us, or at all. If we raise additional funds from debt financing, we may be obligated to abide by restrictive covenants contained in the debt financing agreements, which may make it more difficult for us to operate our business. If we raise additional funds through the issuance of equity securities, our shares of common stock may suffer dilution. If we are unable to secure additional funding when needed, our ability to develop the new manufacturing facility and continue in our product development and commercialization programs would be delayed, reduced or eliminated.

We may encounter difficulties managing our growth, which could materially harm our business.

We expect to expand our operations and grow our research and development, product development, regulatory, manufacturing, sales, marketing and administrative operations. This expansion has placed, and is expected to continue to place, a significant strain on our management, operational and financial resources. To manage our growth and to develop and commercialize our products, we will be required to improve existing, and implement new, operational and financial systems, procedures and controls and expand, train and manage our growing employee base. In addition, we will need to manage relationships with various manufacturers, suppliers, customers and other organizations. Our ability to manage our operations and growth will require us to improve our operational, financial and management controls, as well as our internal reporting systems and controls. We may not be able to implement such improvements to our management information, disclosure controls and procedures and internal control systems in an efficient and timely manner and may discover deficiencies in existing systems and controls. Our failure to accomplish any of these tasks could materially harm our business.

We depend on our executive officers and key personnel and the loss of them could adversely affect our business.

Our success depends upon the efforts and abilities of our executive officers and other key personnel, particularly Mr. Alan Shortall, our Chief Executive Officer, to provide strategic direction, manage our operations and maintain a cohesive and stable environment. Although we have employment agreements with Mr. Shortall and other key personnel, as well as incentive compensation plans that provide various economic incentives for them to remain with us, these agreements and incentives may not be sufficient to retain them. Our ability to operate successfully and manage our potential future growth also depends significantly upon our ability to attract, retain and motivate highly skilled and qualified research, technical, clinical, regulatory, sales, marketing, managerial and financial personnel. We face intense competition for such personnel, and we may not be able to attract, retain and motivate these individuals. The loss of our executive officers or other key personnel for any reason or our inability to hire, retain and motivate additional qualified personnel in the future could prevent us from sustaining or growing our business. In addition, we have a limited history of operations under our current officers and directors. Our officers have not worked together for an extensive length of time. If for any reason our management members cannot work efficiently as a team, our business will be adversely affected.

We will incur increased costs as a result of being a US reporting company and we have no experience as a US reporting company.

Upon the effectiveness of this registration statement, we will become subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Although UMSL has been listed on the ASX for several years and has been required to file financial information and make certain other filings with the ASX, our status as a U.S. reporting company under the Exchange Act will cause us to incur additional legal, accounting and other expenses that we have not previously incurred, including costs related to compliance with the requirements of the Sarbanes-Oxley Act of 2002. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly. We cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

16

If our internal control over financial reporting or our disclosure controls and procedures are found not to be effective by management or by an independent registered public accounting firm or if we make disclosure of existing or potential significant deficiencies or material weaknesses in those controls, investors could lose confidence in our financial reports, the price of our shares of common stock may decline, and we may be subject to increased risks and liabilities.

After we become a U.S. reporting company, we will be subject to the Sarbanes-Oxley Act of 2002 and applicable rules and regulations thereunder. Section 404 of the Sarbanes-Oxley Act will require that we include a report of our management on our internal control over financial reporting and a report of our independent registered public accounting firm on the effectiveness of our internal control over financial reporting in our Annual Report on Form 10-K beginning with our annual report for the fiscal year ending June 30, 2011. We will also have to include quarterly reports and certifications of our management regarding the effectiveness of our disclosure controls and procedures. Our management may conclude that our internal control over financial reporting is not effective. Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent review, may issue a report that is qualified if it is not satisfied with our internal controls or the level at which our internal controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from the way we interpret them. Our management may also conclude that our disclosure controls and procedures are not effective.

If we fail to achieve and maintain an effective internal control environment and disclosure controls and procedures, we could suffer material misstatements in our financial statements and other information we report and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial and other information. This could lead to a decline in the trading price of our shares of common stock. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from Nasdaq, regulatory investigations and civil or criminal sanctions.

We have limited sales, marketing and distribution experience.

We have a small internal team to support the training of appointed distributors in the marketing and clinical use of our Unitract 1mL syringes. Although we intend to expand this team as we commence sales of our Unitract 1mL syringes, appoint additional distributors and commercialize our larger-sized clinical syringes, we will have to devote significant financial and management resources to this effort. In developing our sales, marketing and distribution functions, we could face a number of risks, including:

• we may not be able to attract and build a significant marketing or sales force;

• the cost of establishing, training and providing regulatory oversight for a marketing or sales force may be substantial; and

• there are significant legal and regulatory risks in medical device marketing and sales, and any failure to comply with all legal and regulatory requirements for sales, marketing and distribution could result in enforcement action by the FDA or other authorities that could jeopardize our ability to market our product(s) or could subject us to substantial liability.

We have outsourced the development of automated assembly systems for our Unifill syringe to Mikron Assembly Technology, a third-party contractor. Our ability to commercialize the Unifill syringe will be dependent on the ability of this contractor to provide these systems according to specifications and in a timely manner.

We have outsourced the development of automated assembly systems for our Unifill syringe to Mikron Assembly Technology, a third party equipment manufacturer. The development of a pilot system with a target production capacity of approximately 60 million units per year began in December 2009 with completion and installation scheduled for the fourth quarter of 2010. Additional assembly lines with higher annual manufacturing capacity are expected to commission and operate beyond 2010. The failure of this company to supply these automated assembly systems to us which meet contracted specifications in a timely manner will significantly impair our business activities and the completion of the industrialization program.

If we experience delays in developing our new manufacturing facility, our ability to produce our Unifill syringe in commercial quantities would be impaired, which would harm our business. In addition, all of our current commercial and production activity takes place in one facility which subjects us to risk if we were to experience a catastrophic event at this facility.

We have a 50,000 square foot FDA-registered, medical device production facility in Lewisberry, Pennsylvania, for the production of the Unilife 1mL syringes and for the future production of the Unifill syringes. However, we will need to expand our manufacturing capabilities in order to produce Unifill syringes and our other products in the quantities that may be necessary to meet anticipated market demand. We are in the process of developing additional manufacturing facilities in central Pennsylvania in conjunction with Keystone Redevelopment Group LLC, a Pennsylvania-based real estate company. We may not successfully complete the development of the new manufacturing facility in a timely manner, or at all. If we are unable to do so, we may not be able to produce our products in sufficient quantities to meet the requirements for the launch of the products or to meet future demand, if at all.

17

In addition, because all of our operations are currently conducted out of our Lewisberry facility, a catastrophic event, such as fire, natural disaster, pandemic, war, terrorism, labor disruption or governmental actions taken in response to such an event, could severely disrupt our business activities and adversely affect our results of operations and financial condition.

Our manufacturing facilities and the manufacturing facilities of our suppliers must comply with applicable regulatory requirements. If we or they fail to achieve or maintain regulatory approval for these manufacturing facilities, our business and our results of operations would be harmed.

Commercialization of our products requires access to, or the development of, manufacturing facilities that meet applicable regulatory standards to manufacture a sufficient supply of our products. In addition, the FDA must approve facilities that manufacture our products for US commercial purposes, as well as the manufacturing processes and specifications for the product. Suppliers of components of, and products used to manufacture, our products must also comply with FDA and foreign regulatory requirements, which often require significant time, money and record-keeping and quality assurance efforts and subject us and our suppliers to potential regulatory inspections and stoppages. We and our suppliers may not satisfy these requirements. If we or our suppliers do not achieve or maintain required regulatory approval for our manufacturing operations, our commercialization efforts could be delayed, which would harm our business and our results of operations.

The costs of raw materials have a significant impact on the level of expenses that we incur. If the prices of raw materials and related factors such as energy prices increase, and we cannot pass those price increases on to our customers, our results of operations and financial condition would suffer.

We use a number of raw materials including polymer plastics. The prices of many of these raw materials, such as those sourced from petroleum-based raw materials, are cyclical and volatile. While we would generally attempt to pass along increased costs to our customers in the form of sales price increases, we might not be able to do so, for competitive or contract-related reasons or otherwise. If we could not set our prices to reflect the costs of our raw materials, our results of operations and our financial condition would suffer.

Disruptions in the supply of key raw materials and difficulties in the supplier qualification process could adversely impact our operations.

We employ a supply chain management strategy which seeks to source components and materials from a number of established third party companies. Where possible, we seek to establish dual contracts for the supply of particular components or services. However, there is a risk that our supply lines may be interrupted in the event of a supplier production problem, material recall or financial difficulties. If one of our suppliers is unable to supply materials required for production of our products or our strategies for managing these risks are unsuccessful, we may be unable to complete the production of sufficient quantities of product to fulfill customer orders, or complete the qualification of new replacement materials for some programs in time to meet future production requirements. Prolonged disruptions in the supply of any of our key raw materials, difficulty in completing qualification of new sources of supply, or in implementing the use of replacement materials or new sources of supply, could have a material adverse effect on our results of operations, our financial condition or cash flows.

Some companies we may utilize for the supply of components are also competitors, and they could elect to cease supply relationships with us in the future for competitive reasons.

Some companies we may utilize for the supply of components for the Unifill syringe also develop and market their own safety products which can be attached onto standard prefilled syringes. These companies may elect to cease supply relationships with us in the future for competitive reasons. This may disrupt our supply chain, cause difficulties in the qualification of new sources of supply and impair our ability to supply customer orders. Such events may have a material adverse effect on our results of operations, our financial condition or cash flows.

18

The medical device industry is very competitive.

Competition in the medical device industry is intense. We face this competition from a wide range of companies. These include large medical device companies, most of which have greater financial and human resources, distribution channels and sales and marketing capabilities than we do. Our ability to compete effectively depends upon our ability to distinguish our company and our products from our competitors and their products. Factors affecting our competitive position include, for example, product design and performance, product safety, sales, marketing and distribution capabilities, success and timing of new product development and introductions and intellectual property protection.

We may be adversely impacted by next generation drug delivery technologies.

Much of our potential sales and potential profitability depends to a large extent on the sale of drug products delivered by subcutaneous or intramuscular injection. Other device companies, and pharmaceutical companies, are attempting to develop alternative therapies or drug administration systems such as needle-free or intradermal injection technology for the treatment or prevention of various diseases. The development of new or improved products, processes or technologies by other companies may render our products or proposed products obsolete or less competitive. If the products developed in the future by our customers or potential customers use another delivery system, our sales and potential profitability could suffer. Furthermore, we will be largely reliant upon the receipt of revenues from the sale of the Unifill syringe and the Unilife 1mL syringe and will not have the benefit of diversification.

We are subject to extensive regulation.

We are subject to extensive regulation by the FDA pursuant to the FDC Act, by comparable agencies in other countries, and by other regulatory agencies and governing bodies. Our products must receive clearance or approval from the FDA or counterpart non-U.S. regulatory agencies before they can be marketed or sold. The process for obtaining marketing approval or clearance may take a significant period of time and require the expenditure of substantial resources. The process may also require changes to our products or result in limitations on the indicated uses of the products. In addition, regulatory requirements outside the U.S. change frequently, requiring prompt action to maintain compliance, particularly when product modifications are required.

Following the introduction of a product, these agencies also periodically review our manufacturing processes and product performance. Our failure to comply with the applicable good manufacturing practices, adverse event reporting, clinical trial and other requirements of these agencies could delay or prevent the production, marketing or sale of our products and result in fines, delays or suspensions of regulatory clearances, closure of manufacturing sites, seizures or recalls of products and damage to our reputation.

We are subject to regulation by governments around the world, and if these regulations are not complied with, existing and future operations may be curtailed, and we could be subject to liability.

The design, development, manufacturing, marketing and labeling of our products are subject to regulation by governmental authorities in the United States, Europe and other countries, including the FDA. The regulatory process can result in required modification or withdrawal of existing products and a substantial delay in the introduction of new products. Also, it is possible that regulatory approval may not be obtained for a new product. Our business may be adversely affected by changes in the regulation of drug products and medical devices.

Our target pharmaceutical customers are also subject to government regulations for the manufacturing, approval, marketing and labeling of therapeutic drug products. An effect of the governmental regulation of our customers’ injectable drug products and manufacturing processes is that compliance with regulations makes it costly and time consuming to transition to the use of our devices for existing products, or to secure approval for pipeline products targeted for use with our devices. If regulation of our customers’ products incorporating our devices increases over time, it is likely that this would adversely affect our sales and profitability.

19

Product defects could adversely affect the results of our operations.

The design, manufacture and marketing of medical devices involve certain inherent risks. Manufacturing or design defects, unanticipated use of our products, or inadequate disclosure of risks relating to the use of the product can lead to injury or other adverse events. These events could lead to recalls or safety alerts relating to our products (either voluntary or required by the FDA or similar governmental authorities in other countries), and could result, in certain cases, in the removal of a product from the market. Any recall could result in significant costs, as well as negative publicity and damage to our reputation that could reduce demand for our products. Personal injuries relating to the use of our products can also result in product liability claims being brought against us. In some circumstances, such adverse events could also cause delays in new product approvals.

We may be sued for product liability, which could adversely affect our business.

The design, manufacture and marketing of medical devices carries a significant risk of product liability claims. We may be held liable if any product we develop and commercialize causes injury or is found otherwise unsuitable during product testing, manufacturing, marketing, sale or consumer use. In addition, the safety studies we must perform and the regulatory approvals required to commercialize our medical safety products will not protect us from any such liability. We carry product liability insurance. However, if there were to be product liability claims against us, our insurance may be insufficient to cover the expense of defending against such claims, or may be insufficient to pay or settle such claims. Furthermore, we may be unable to obtain adequate product liability insurance coverage for commercial sales of any of our approved products. If such insurance is insufficient to protect us, our results of operations will suffer. If any product liability claim is made against us, our reputation and future sales will be damaged, even if we have adequate insurance coverage. We also intend to seek product liability insurance for any approved products that we may develop or acquire in the future. There is no guarantee that such coverage will be available when we seek it or at a reasonable cost to us.

We may not be able to effectively protect our intellectual property rights which could have an adverse effect on our business, financial condition or results of operations.

Our success depends in part on our ability to obtain and maintain protection in the United States and other countries of the intellectual property relating to or incorporated into our technology and products. Our intellectual property portfolio includes, in addition to trademarks and trade secrets, 24 issued patents in 13 countries, a significant number of patent applications pending in the United States, Australia and the countries covered under the Patent Cooperation Treaty. Our patents expire at various dates between 2018 and 2028. Our pending and future patent applications may not issue as patents or, if issued, may not issue in a form that will provide us with any competitive advantage. Even if issued, existing or future patents may be challenged, narrowed, invalidated or circumvented, which could limit our ability to stop competitors from marketing similar products or limit the length of terms of patent protection we may have for our products. Changes in patent laws or their interpretation in the United States and other countries could also diminish the value of our intellectual property or narrow the scope of our patent protection. In addition, the legal systems of certain countries do not favor the aggressive enforcement of patents, and the laws of foreign countries may not protect our rights to the same extent as the laws of the United States. As a result, our patent portfolio may not provide us with sufficient rights to exclude others from commercializing products similar or identical to ours. In order to preserve and enforce our patent and other intellectual property rights, we may need to make claims or file lawsuits against third parties. This can entail significant costs to us and divert our management’s attention from developing and commercializing our products.

Intellectual property litigation could be costly and disruptive to us.

The retractable syringe product lines in which we compete are relatively new inventions with numerous companies having patents. In recent years, there have been several patent infringement suits involving other industry participants. To-date, we have not been subject to any such patent infringement suits and also hold freedom to operate reports which we believe indicate that our technology and associated products are substantially different from other known patents. There is no assurance, however, that third parties will not assert any patent, copyright, trademark and other intellectual property rights to technologies used in our business. Any claims, with or without merit, could be time-consuming, result in costly litigation, divert the efforts of our technical and management personnel or require us to pay substantial damages. If we are unsuccessful in defending ourselves against these types of claims, we may be required to do one or more of the following:

• stop, delay or abandon our ongoing or planned commercialization of the product that is the subject of the suit;

• attempt to obtain a license to sell or use the relevant technology or substitute technology, which license may not be available on reasonable terms or at all; or

• redesign those products that use the relevant technology.

20

If we are unable to protect the confidentiality of our proprietary information and know-how, the value of our technology and products could be adversely affected.

In addition to patented technology, we rely on our unpatented proprietary technology, trade secrets, processes and know-how. We generally seek to protect this information by confidentiality agreements with our employees, consultants, scientific advisors and third parties. These agreements may be breached, and we may not have adequate remedies for any such breach. In addition, our trade secrets may otherwise become known or be independently developed by competitors. To the extent that our employees, consultants or contractors use intellectual property owned by others in their work for us, disputes may arise as to the rights in related or resulting know-how and inventions.

Impairment of our goodwill, which represents a significant portion of our total assets, would adversely affect our net income and we may never realize the full value of our goodwill.

A substantial portion of our assets is composed of goodwill, which we recorded as a result of our acquisition activities. Goodwill is subject to, at a minimum, an annual impairment assessment of its carrying value. Goodwill impairment is deemed to possibly exist if the net book value of a reporting unit exceeds its estimated fair value. Any material impairment of our goodwill would likely have a material adverse impact on our results of operations and financial condition.

Fluctuations in foreign currency exchange rates could adversely affect our financial condition and results of operations.

Currently, the majority of our revenues are derived from payments under our industrialization agreement with sanofi-aventis which provides that sanofi-aventis will pay us in euros, while we incur most of our operating expenses in U.S. dollars or Australian dollars. Changes in foreign currency exchange rates can affect the value of our assets and liabilities, and the amount of our revenues and expenses. We do not currently try to mitigate our exposure to currency exchange rate risks by using hedging transactions. We cannot predict future changes in foreign currency exchange rates, and as a result, we may suffer losses as a result of future fluctuations.

Risk Factors Related to Our Shares of Common Stock

An active trading market for our shares of common stock in the United States may not develop and the trading price of our shares of common stock may fluctuate significantly.

Prior to the effective date of this registration statement, our shares have not been listed on any U.S. securities exchange and there has been only a limited trading market in our shares in the United States. Although we have applied to list our shares of common stock on Nasdaq, in connection with this registration statement, a liquid public market for our shares may not develop in the United States. If an active trading market does not develop in the United States, the market price and liquidity of our shares may be adversely affected.

Prior to the redomiciliation which was completed on January 27, 2010, the ordinary shares of UMSL were traded on the ASX. After the redomiciliation, Unilife Corporation replaced UMSL as the listed entity on the ASX and its shares of common stock are now traded on the ASX in the form of CDIs. It is possible that the development of an active trading market in the United States may be adversely impacted by the existence of a trading market for CDIs in Australia.

The price of UMSL’s ordinary shares on ASX has been volatile and it is likely that the price of our shares and CDIs, on both Nasdaq and the ASX, may also be volatile, which means that it could decline substantially within a short period of time. The trading price of the shares may fluctuate, and investors may experience a decrease in the value of the shares that they hold, sometimes regardless of our operating performance or prospects. The trading price of our common stock could fluctuate significantly for many reasons, including the following:

• future announcements concerning our business and that of our competitors including in particular, the progress of our industrialization program for the Unifill syringe;

• regulatory developments, enforcement actions bearing on advertising, marketing or sales of our current or pipeline products;

21

• quarterly variations in operating results;

• introduction of new products or changes in product pricing policies by us or our competitors;

• acquisition or loss of significant customers, distributors or suppliers;

• business acquisitions or divestitures;

• changes in third party reimbursement practices;

• fluctuations of investor interest in the medical device sector; and

• fluctuations in the economy, world political events or general market conditions.

If there are substantial sales of our shares of common stock, our share price could decline.

As of January 15, 2010, we had 52,617,769 shares of common stock issued and outstanding. In addition, on February 3, 2010, we will issue 1,166,000 shares of restricted stock to our Chief Executive Officer pursuant to an incentive award. All of those shares of common stock other than approximately 4,422,142 shares held by our affiliates, will be freely tradable under the Securities Act. Commencing 90 days after the effectiveness of this registration statement, shares held by our affiliates will be eligible for resale pursuant to Rule 144. If our stockholders sell a large number of shares of common stock or the public market, should one develop, perceives that our stockholders might sell a large number of shares, the prices at which our common stock trades could decline significantly.

In addition, as of the date of this registration statement, 9,596,422 shares of our common stock are subject to outstanding stock options. In addition, on February 3, 2010, we will issue 834,000 options to our Chief Executive Officer pursuant to an incentive award. We plan to file a registration statement on Form S-8 to cover the issuance of approximately 9,862,500 shares of our common stock that are issuable upon the exercise of outstanding options or options that may be issued in the future under our employee benefit plans. We may also file a registration statement on Form S-1 or another appropriate form to cover the resale of shares of our common stock that are issuable upon the exercise of options not eligible for inclusion in a registration statement on Form S-8. Even if no such registration statement is filed, the shares of our common stock issuable upon the exercise of options may be sold in reliance upon Rule 144 or another exemption from registration. The exercise of those options may have a dilutive effect on current stockholders and if those parties exercising their options choose to sell their shares, it could have an adverse effect on the market price for our shares.

We do not intend to pay cash dividends in the foreseeable future.

For the foreseeable future, we do not intend to declare or pay any dividends on our common stock. We intend to retain our earnings, if any, to finance the development and expansion of our business and product lines. Any future decision to declare or pay dividends will be made by our board of directors and will depend upon a number of factors including our financial condition and results of operations. In addition, under our current bank financing agreements, we are not permitted to pay cash dividends without the prior written consent of the lender.

We may be subject to arbitrage risks.

Investors may seek to profit by exploiting the difference, if any, in the price of our shares of common stock on the Nasdaq and on the ASX. Such arbitrage activities could cause our stock price in the market with the higher value to decrease to the price set by the market with the lower value.

22

Our certificate of incorporation, bylaws, the Delaware General Corporation Law and the terms of our industrialization agreement with sanofi-aventis may delay or deter a change of control transaction.

Certain provisions of our certificate of incorporation and bylaws may have the effect of deterring takeovers, such as those provisions authorizing our board of directors to issue, from time to time, any series of preferred stock and fix the designation, powers, preferences and rights of the shares of such series of preferred stock; prohibiting stockholders from acting by written consent in lieu of a meeting; requiring advance notice of stockholder intention to put forth director nominees or bring up other business at a stockholders’ meeting; prohibiting stockholders from calling a special meeting of stockholders; requiring a 66 - ²/₃ % majority stockholder approval in order for stockholders to amend our bylaws or adopt new bylaws; and providing that, subject to the rights of preferred shares, the number of directors is to be fixed exclusively by our board of directors. Section 203 of the Delaware General Corporation Law, from which we did not elect to opt out, provides that if a holder acquires 15% or more of our stock without prior approval of our board of directors, that holder will be subject to certain restrictions on its ability to acquire us within three years. In addition, our industrialization agreement with sanofi-aventis provides to sanofi-aventis the right to match a change of control proposal and to terminate the industrialization agreement under certain circumstances of a change of control event. See “Business — Strategic Partnership with sanofi-aventis”. These provisions may delay or deter a change of control of us, and could limit the price that investors might be willing to pay in the future for shares of our common stock.

Item 2. Financial Information

Selected Financial Data

The following table presents our selected statement of operations data for the three months ended September 30, 2009 and 2008 and for each of the years in the five year period ended June 30, 2009 and our selected balance sheet data as of September 30, 2009 and as of June 30 of each year in the five year period ended June 30, 2009. The statement of operations data for the three months ended September 30, 2009 and 2008 and the balance sheet data as of September 30, 2009 have been derived from our unaudited condensed consolidated financial statements included elsewhere in this registration statement. The statement of operations data for the years ended June 30, 2009, 2008 and 2007 and the balance sheet data as of June 30, 2009 and 2008 have been derived from our audited consolidated financial statements included elsewhere in this registration statement. All such data should be read in conjunction with the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our consolidated financial statements and the related notes thereto included elsewhere in this registration statement. The statement of operations data for the years ended June 30, 2006 and 2005 and the balance sheet data as of June 30, 2007, 2006 and 2005 have been derived from our unaudited consolidated financial statements not included in this registration statement.

	Three months ended
	September 30,						Year ended June 30,
	2009			2008			2009			2008			2007 (b)			2006			2005
Statement of Operations Data:
Revenues	$	3,108		$	2,305		$	19,976	(a)	$	3,500		$	2,070		$	112		$	42
Net loss		(2,064	)		(1,616	)		(517	)		(8,537	)		(8,969	)		(8,220	)		(6,466	)
Basic loss per share		(0.06	)		(0.05	)		(0.02	)		(0.26	)		(0.38	)		(0.35	)		(0.41	)
Diluted loss per share		(0.06	)		(0.05	)		(0.02	)		(0.26	)		(0.38	)		(0.35	)		(0.41	)
Balance Sheet Data (end of period):
Total assets	$	30,713		$	24,058		$	32,212		$	18,499		$	16,926		$	9,953			13,872
Long-term debt, including current portion		2,991			3,657			3,133			7,209			4,261			106			157

(a)	Includes $16.1 million in connection with our exclusive licensing agreement and our industrialization agreement with sanofi-aventis.
(b)	Includes the results of Integrated BioSciences, Inc. since we acquired it on January 1, 2007.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated and condensed financial statements and related notes appearing elsewhere in this registration statement. This discussion and analysis includes certain forward-looking statements that involve risks, uncertainties and assumptions. You should review the “Risk Factors” section of this registration statement for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by such forward-looking statements. See “Cautionary Note Regarding Forward-Looking Information” at the beginning of this registration statement. References to our fiscal year refer to the fiscal year ending June 30.

23

Redomiciliation

On January 27, 2010, UMSL completed a redomiciliation from Australia to the State of Delaware pursuant to which shareholders and option holders of UMSL exchanged their interests in UMSL for equivalent interests in Unilife Corporation and Unilife Corporation became the parent company of UMSL and its subsidiaries. The redomiciliation was conducted by way of schemes of arrangement under Australian law. The issuance of Unilife Corporation common stock and stock options under the schemes of arrangement was exempt from registration under Section 3(a)(10) of the Securities Act of 1933, as amended.

Under the schemes, holders of UMSL ordinary shares or share options received one share of Unilife Corporation common stock or an option to purchase one share of Unilife Corporation common stock, for every six UMSL ordinary shares or share options, respectively , held by such holders, unless the holder elected to receive , in lieu of Unilife Corporation common stock , Chess Depositary Interests of Unilife Corporation, or CDIs (each representing one-sixth of one share of Unilife Corporation common stock, in which case such holder received one CDI for every UMSL ordinary share. The redomiciliation was approved by the Australian Federal Court, and approved by UMSL shareholders and option holders.

Overview

We are a U.S.-based medical device company focused on the design, development, manufacture and supply of a proprietary range of retractable syringes. Primary target customers for our products include pharmaceutical manufacturers and suppliers of medical equipment to healthcare facilities and patients who self-administer prescription medication. All of our syringes incorporate automatic and fully-integrated safety features which are designed to protect those at risk of needlestick injuries and other unsafe injection practices.

Our main product is the Unifill ready-to-fill syringe, which is designed to be supplied to pharmaceutical manufacturers in a form that is ready for filling with their injectable drugs and vaccines. We have a strategic partnership with sanofi-aventis, a large global pharmaceutical company, pursuant to which it has paid us a €10 million exclusivity fee and has committed to pay us up to an additional €17 million to fund our industrialization program for the Unifill syringe. Upon the scheduled completion of the industrialization program in late 2010, we expect to commence the supply and sale of the Unifill syringe to sanofi-aventis. We are also in discussions with other pharmaceutical companies that are seeking to obtain access to the Unifill syringe.

In addition, we have recently begun to manufacture our Unitract 1mL insulin syringes at our FDA-registered manufacturing facility in Lewisberry, Pennsylvania. Our Unitract 1mL syringes are designed primarily for use in healthcare facilities and by patients who self-administer prescription medication such as insulin. We have recently begun U.S. production of this syringe, which we expect to release commercially in early 2010.

Recent Developments

Recent Equity Financing

On October 8, 2009, UMSL issued 3,460,344 ordinary shares in a private placement to a group of sophisticated and professional Australian investors and accredited investors in the United States, and subject to shareholder approval, agreed to issue to the investors an additional 2,831,191 ordinary shares and options to purchase 3,145,767 ordinary shares. UMSL obtained shareholder approval for the issuance of the additional ordinary shares and share options at a meeting held on November 13, 2009. All of the ordinary shares were issued at a price of A$5.10 per share for aggregate proceeds of A$32.1 million and all of the share options were issued for no additional consideration. Each of the share options is exercisable within three years after the date of grant. Half of the share options have an exercise price of A$7.50 per share, and the other half of the share options have an exercise price of A$12.00 per share. In conjunction with the private placement, UMSL’s Australian and New Zealand shareholders were offered, and some of them purchased, ordinary shares under a share purchase plan, at a price of A$5.10 per share, for a total consideration of A$21.5 million. In addition, after receiving shareholder approval on November 13, 2009, UMSL issued share options to purchase up to 500,000 ordinary shares to certain advisors and brokers as compensation for their services with respect to the private placement and the share purchase plan. These share options have the same terms as the share options issued to the investors. The proceeds from the private placement and the share purchase plan will be used to accelerate the expansion of our U.S. operational capabilities and production facilities, to purchase capital equipment and complete the industrialization program for the Unifill syringe.

24

While the private placement was conducted by UMSL prior to the redomiciliation, all of the share numbers and share option exercise prices referred to above give effect to the share consolidation effected in connection with the redomiciliation (one share of our common stock equals six ordinary shares of UMSL). The ordinary shares and share options issued in the placement were exchanged for shares of our common stock and options to purchase our common stock in connection with the redomiciliation.

Pennsylvania Economic Development Assistance

During October 2009, we accepted a $5.2 million offer of assistance from the Commonwealth of Pennsylvania. The offer includes $2.0 million for the development of our new global headquarters and manufacturing facility as well as up to $2.0 million in low-interest financing loans for land, building, acquisition and construction costs. The offer also includes a $0.5 million opportunity grant as well as $0.5 million in tax credits. Finally, the offer includes up to $0.2 million for the reimbursement of eligible job training costs. The offer is based on our proposed project being expected to create more than 200 new full-time jobs by December 31, 2012, to retain our 97 existing employees and to have a total cost of $86.0 million and is contingent upon us submitting complete applications for each of these programs. The $2.0 million for the development of our new global headquarters and manufacturing facility is contingent on the Pennsylvania legislature passing legislation raising the authorized debt level for the program under which that portion of the assistance would be provided. As the offer of assistance requires us to make formal applications for these programs, there may be a number of contingencies relating to the amount, if any, of funds that we may receive, the period over which we may receive those funds and our right to retain any funds that we do receive. We may have obligations under the programs that we may be unable to fulfill. We expect that these contingencies and our obligations under the programs will be more clearly identified during the application process. As a result, at this time, we cannot assure you that we will receive or have the right to retain all or any of the assistance for our current development project or otherwise.

Critical Accounting Policies and Estimates

We prepare our financial statements in accordance with accounting principles generally accepted in the United States of America. This requires management to make certain estimates, judgments and assumptions that could affect the amounts reported in the consolidated financial statements and accompanying notes. The following accounting policies require significant estimates, judgments and assumptions.

Goodwill

Goodwill is the excess of purchase price over the value of net assets acquired in business acquisitions. Goodwill is subject to, at a minimum, an annual impairment assessment of its carrying value. Additional impairment assessments would be performed if events and circumstances warranted such additional assessments during the year. Goodwill impairment is deemed to exist if the net book value of a reporting unit exceeds its estimated fair value. Estimated fair values of the reporting units are estimated using an earnings model and a discounted cash flow valuation model. The discounted cash flow model incorporates management’s estimates of future cash flows, allocations of certain assets and cash flows among reporting units, future growth rates and management’s judgment regarding the applicable discount rates used to discount those estimated cash flows. The estimated fair value of each reporting unit, if lower than the carrying value of the respective reporting unit (such carrying value determined after management allocation of certain shared assets), would then be allocated to the reporting unit’s net identifiable assets based on their respective estimated fair values. The remaining unallocated reporting unit fair value, if any, would then be compared to the carrying amount of that unit’s goodwill and, if lower, the Company would recognize an impairment charge to the extent of the deficiency. We did not record any goodwill impairments during fiscal 2009, 2008 or 2007.

The Company currently has two reporting units, each a component of its single syringe manufacturing operating segment. One reporting unit is comprised of our contract manufacturing business which was acquired in our January 2007 acquisition of Integrated BioSciences, Inc. and primarily assembles syringes for its limited customers. This reporting unit has no goodwill. The second reporting unit is comprised of our developing Unitract and Unifill syringe business, the base technology which we obtained as part of our November 2002 acquisition of Unitract Syringe Pty Limited and the manufacturing capability which we obtained in our acquisition of Integrated BioSciences, Inc.

In estimating the reporting unit’s fair value for purposes of the Company’s fiscal 2009 impairment assessments, management prepared a cash flow analysis for the following five years, limited to the expected cash flows from solely the Unitract business. Key assumptions used in the cash flow analysis included a) sales volume which was dependent on expected timing of the completion of the various phases of our production capabilities, b) selling prices we expect to achieve based on our market studies and indications from identified willing buyers of this product, c) gross margins of 26% to 40%, and d) a discount rate of 10%. While our Unitract syringe has only recently been commercialized after its regulatory approval in the United States and has yet to achieve significant sales, management believes that the assumptions used in the cash flow analysis are reasonable. Included in the cash flows analysis is expected expenditure needed to build up our Unitract production capability. While we expect the Unifill syringe business to be profitable, including a fairly short payback period on the costs to build production lines dedicated to the Unifill syringe, we did not include any of that expected business or development in our 2009 estimated cash flows analysis. Even without this Unifill business, the resulting estimated fair value of the Unitract portion of this reporting unit was in excess of the reporting unit’s entire carrying value by 68%.

In addition to the above, management compared the estimated fair value of the Unitract business portion of our second reporting unit to the Company’s market capitalization as of June 30, 2009. Market capitalization of $55.7 million was well in excess of the Unitract business’ fair value. Management also considered that market capitalization through early November 2009 continued to be in excess of the Unitract business’ fair value, thereby providing some further assurance that the reporting unit is not impaired.

Share-Based Compensation

Share-based compensation expense relating to options to purchase common stock is estimated at the grant date based on the fair value of the related stock option using the Black-Scholes option pricing model, with the exception of grants subject to market conditions which are valued based on a Barrier option pricing model. These models use various assumptions including the expected dividend yield, the risk-free interest rate, the expected volatility and the expected life. We have not historically paid dividends to our shareholders, and, as a result, we have assumed a dividend yield of 0%. The risk free interest rate is based upon the rates of Australian bonds with a term equal to that of the option. The expected volatility is based upon our historical share price. The expected life of the options to purchase common stock is based upon the outstanding contractual term of the stock option on the date of grant.

Revenue Recognition

We recognize revenue from licensing fees, industrialization efforts and products sold.

25

In June 2008, we granted an exclusive licensing arrangement to allow our pharmaceutical partner to use certain of our intellectual property in order and solely to develop in collaboration with us, our Unifill syringe for use in and sale to the pre-filled syringe market. The up-front, non-refundable fee paid for this license is being amortized over the expected life of the related agreement. In late fiscal 2009, we entered into an industrialization agreement with our pharmaceutical partner, retroactive to July 2008, under which we received payments upon achievement of certain pre-defined milestones in our development of the Unifill syringe. Revenue is recognized upon achievement of the “at risk” milestone events, which represents the culmination of the earnings process related to such events. Milestones include specific phases of the project such as product design, prototype availability, user tests, manufacturing proof of principle and the various steps to complete the industrialization of the product. Specific payment amounts and completion dates were established for each milestone payment. Revenue recognized is commensurate with the milestones achieved. Billings are similarly triggered, and we have no future performance obligations related to previous milestone payments. Each milestone payment is non-refundable when made.

We recognize revenue from sales of products at the time of shipment and when title passes to the customer.

Results of Operations

The following table summarizes our results of operations for the three months ended September 30, 2009 and 2008 and for the fiscal years ended June 30, 2009, 2008 and 2007.

	Three months ended
	September 30,							Year ended June 30,
	2009			2008			2009			2008			2007
							(in thousands)
Revenues	$	3,108		$	2,305		$	19,976		$	3,500		$	2,070
Cost of sales		865			1,131			3,537			2,456			1,561
Gross profit		2,243			1,174			16,439			1,044			509
Operating expenses:
Research and development		399			131			1,048			532			265
Selling, general, and administrative		3,742			2,422			14,941			8,211			6,497
Depreciation and amortization		255			144			804			636			169
Impairment of property, plant and equipment		—			—			—			—			547
Loss on the sale of property, plant and equipment		—			—			—			—			1,608
Total operating expenses		4,396			2,697			16,793			9,379			9,086
Operating loss		(2,153	)		(1,523	)		(354	)		(8,335	)		(8,577	)
Interest expense		47			125			249			459			537
Interest income		(5	)		(120	)		(361	)		(203	)		(111	)
Other (income) expense, net		(131	)		88			275			(54	)		(34	)
Net loss	$	(2,064	)	$	(1,616	)	$	(517	)	$	(8,537	)	$	(8,969	)
Weighted-average number of shares outstanding		36,762,142			34,348,301			34,426,353			32,938,477			23,413,811
Loss per share — basic and diluted	$	(0.06	)	$	(0.05	)	$	(0.02	)	$	(0.26	)	$	(0.38	)

Three Months Ended September 30, 2009 Compared to Three Months Ended September 30, 2008

Revenues. Revenues increased by $0.8 million or 34.8%. The increase was primarily attributable to $1.7 million in revenue recognized under our industrialization agreement with sanofi-aventis based on milestones achieved during the three months ended September 30, 2009. The increase in revenues was partially offset by a $0.9 million decrease in revenue earned from our contract manufacturing business.

Cost of sales. Cost of sales decreased by $0.3 million or 23.5%. The decrease was primarily attributable to a reduction in contract manufacturing sales and development activity, as no cost of sales were associated with the revenue recognized under the exclusive licensing and industrialization agreements.

Research and development expenses. Research and development expenses increased by $0.3 million, or 204.6% primarily as a result of additional expenditures to finalize the product specifications of our Unifill syringe.

Selling, general and administrative expenses. Selling, general and administrative expenses increased by $1.3 million or 54.5%. During the later part of fiscal 2009 and the three months ended September 30, 2009, we increased the workforce at our Lewisberry, Pennsylvania facility, and as a result incurred $0.7 million in additional payroll and other employee-related expenses and recruiting fees during the first quarter of fiscal 2010. Additionally, during the three months ended September 30, 2009, our share-based compensation expense, included in selling, general and administrative expenses, increased by $0.5 million. The increase resulted from the issuance of a significant number of stock options to employees, directors and consultants during the second, third and fourth quarters of fiscal 2009.

Depreciation and amortization expense. Depreciation and amortization expense increased by $0.1 million or 77.1%, which was primarily attributable to $1.8 million we spent to purchase additional property, plant and equipment during the three months ended September 30, 2009.

Interest expense. Interest expense decreased by $0.1 million, primarily as a result lower levels of outstanding debt.

Interest income. Interest income decreased by $0.1 million, primarily as a result of fluctuations in interest rates.

Other (income) expense. Other income during the three months ended September 30, 2009 was $0.1 million compared to other expense of $0.1 million during the three months ended September 30, 2008, primarily as a result of the appreciation of the US dollar against Australian dollar.

Income taxes. Due to the significant net operating losses recorded over the recent years, the Company fully offsets any related income tax benefits with increases to its valuation allowance, thereby resulting in no income tax provision or benefit recorded for either period.

Loss per share Due to the factors described above, net loss for the three months ended September 30, 2009 and 2008 was $2.1 million and $1.6 million, respectively. Basic and diluted loss per share was $0.06 and $0.05, respectively, on weighted average shares outstanding of 36,762,142 and 34,348,301, respectively. The increase in the weighted average shares outstanding was due to issuances of common stock in connection with option exercises during the three months ended September 30, 2009, as well as the issuance of 1.7 million shares of common stock to our chief executive officer in November 2008.

Fiscal Year 2009 Compared to Fiscal Year 2008

Revenues. Revenues increased by $16.5 million or 470.7%. The increase was primarily attributable to $13.6 million in revenue recognized under our industrialization agreement with sanofi-aventis based on milestones achieved during fiscal 2009. Additionally, we recognized $2.5 million in revenue under our exclusive licensing agreement with sanofi-aventis based on amortizing over the term of the related agreement the up front, non-refundable intellectual property licensing fee we received. Revenues from our contract manufacturing business decreased by $0.7 million in fiscal 2009.

Cost of sales. Cost of sales increased by $1.1 million or 44.0%. The increase was primarily attributable to an increase in the cost of plastics and commodities we use to assemble certain of our products within our contract business line and to higher payroll-related expenses resulting from hiring additional manufacturing personnel. There was no cost of sales associated with the exclusive licensing or industrialization agreements.

26

Research and development expenses. Research and development expenses increased by $0.5 million, or 97.0% primarily as a result of additional expenditures to finalize the product specifications of our Unifill syringe.

Selling, general and administrative expenses. Selling, general and administrative expenses increased by $6.7 million or 82.0%. During 2009, we significantly increased our workforce at our Lewisberry, Pennsylvania headquarters and manufacturing facility, which included hiring over ten management-level personnel for our operational, regulatory affairs and finance departments. As a result of these hires, we incurred $2.5 million in additional payroll, employee-related expenses and recruiting fees. In addition, we incurred $1.0 million in legal, consulting and professional fees, primarily related to our anticipated Nasdaq listing. Finally, during fiscal 2009, our share-based compensation expense, included in selling general and administrative expense, increased by $2.2 million. Of this increase, $1.5 million is due to the issuance of 1.7 million shares of common stock to our Chief Executive Officer in December 2008 and $0.7 million is due to additional expense resulting from significant issuances of stock options to employees, directors and consultants during fiscal 2009.

Depreciation and amortization expense. Depreciation and amortization expense increased by $0.2 million or 26.4%, which was primarily attributable to $3.0 million we spent to purchase additional property, plant and equipment.

Interest expense. Interest expense decreased by $0.2 million, primarily as a result of higher levels of outstanding debt during the prior year.

Interest income. Interest income increased by $0.2 million during fiscal 2009 primarily as a result of fluctuations in interest rates.

Other expense (income). Other expense during fiscal 2009 was $0.3 million compared to other income of $0.1 million during fiscal 2008, primarily as a result of the depreciation of the U.S. dollar against Australian dollar.

Income taxes. Due to the significant net operating losses recorded in recent years, we fully offset any related income tax benefits with increases to our valuation allowance, thereby resulting in no income tax provision or benefit recorded for either year.

Loss per share Due to the factors described above, net losses for the years ended June 30, 2009 and 2008 were $0.5 million and $8.5 million, respectively, with both basic and diluted losses per share totaling $0.02 and $0.26, respectively, on weighted average shares outstanding of 34,426,353 and 32,938,477 respectively. The increase in weighted-average shares outstanding is primarily due to 1.7 million shares of common stock issued to our chief executive officer in November 2008.

Fiscal Year 2008 Compared to Fiscal Year 2007

Revenues. Revenues increased by $1.4 million or 69.1%. The increase was primarily attributable to a full year of contract manufacturing business as compared to only six months in fiscal 2007, resulting from the acquisition of Integrated BioSciences, Inc. in January 2007.

Cost of sales. Cost of sales increased by $0.9 million or 57.3%. The increase was primarily attributable to a full year of contract manufacturing business as compared to only six months in fiscal 2007, resulting from the acquisition of Integrated BioSciences, Inc. in January 2007.

Research and development expenses. Research and development expenses increased by $0.3 million, or 100.8% primarily as a result of additional expenditures related to the development of our Unifill syringe.

Selling, general and administrative expenses. Selling, general and administrative expenses increased by $1.7 million or 26.4%. The increase is attributable to a full year of contract manufacturing business as compared to only six months in fiscal 2007, resulting from the acquisition of Integrated BioSciences, Inc. in January 2007. The increase is also attributable to a $0.3 million increase in non-cash compensation expense, which is included in selling general and administrative expense.

Depreciation and amortization expense. Depreciation and amortization expense increased by $0.5 million or 276.3%, which was primarily attributable to the acquisition of Integrated BioSciences, Inc. in January 2007.

27

Impairment of property, plant and equipment and associated loss on sale. During fiscal 2007, we ceased operations at an Australian facility and made the determination not to relocate the manufacturing equipment to the new U.S. facility. As a result, we recorded an impairment on property, plant and equipment of $0.5 million. We sold the equipment and recorded a loss of $1.6 million.

Interest expense. Interest expense decreased by $0.1 million, primarily as a result of lower interest expense related to the convertible notes issued during December 2006, as a majority of the notes were converted during fiscal 2007.

Interest income. Interest income increased by $0.1 million, primarily as a result of fluctuations in interest rates.

Other expense (income). Other income during fiscal 2008 and 2007 was $0.1 million.

Income taxes. Due to the significant net operating losses recorded over the recent years, we fully offset any related income tax benefits with increases to our valuation allowance, thereby resulting in no income tax provision or benefit recorded for either year.

Loss per share. Due to the factors described above, net losses for the years ended June 30, 2008 and 2007 were $8.5 million and $9.0 million, respectively, with both basic and diluted losses per share totaling $0.26 and $0.38, respectively, on weighted average shares outstanding of 32,938,477 and 23,413,811 respectively. The increase in weighted average shares outstanding is due to issuances of common stock related to the private placement and conversion of convertible debt into common stock during fiscal 2008.

Liquidity and Capital Resources

To date, we have funded our operations primarily from a combination of equity issuances by UMSL prior to the redomiciliation, borrowings under our bank term loans and payments from sanofi-aventis under our exclusive licensing and industrialization agreements. UMSL raised $2.2 million from its initial public offering in Australia in 2002, and since that offering, UMSL raised an aggregate of $31.9 million through private placements of ordinary shares. As of September 30, 2009, cash and cash equivalents were $4.0 million and our long-term debt was $3.0 million. As of June 30, 2009, cash and cash equivalents were $3.6 million and our long-term debt was $3.1 million. As described above under “Recent Equity Financing,” since July 1, 2009, we have also raised approximately A$32.1 million in equity financing. We also expect to receive $5.2 million in assistance from the Commonwealth of Pennsylvania and €5.5 million of additional milestone-based payments from sanofi-aventis under the industrialization agreement during fiscal 2010. We believe that our cash on hand, together with the amount described above will be sufficient to fund our operations and business expansion activities (other than the full development of a new manufacturing facility) through the next 12 months.

We are in the process of developing a new manufacturing facility in central Pennsylvania. We estimate the total cost of the development to be approximately $26.0 million. We intend to fund approximately $9.0 million of the cost from our own cash reserves and seek external financing for up to approximately $17.0 million for construction during the next 12 months.

We expect to fund the costs of the redomiciliation through cash from operations and cash on hand. These expenditures will be expensed as incurred. Additionally, we will incur increased costs as a result of becoming a U.S. reporting company, primarily in areas of human resources, tax, risk management, accounting and financial reporting, investor relations, legal and other services.

We expect that the costs we will incur in connection with the completion of our industrialization program will be offset by the revenue we earn under the industrialization agreement with sanofi-aventis.

The following table summarizes our cash flows during the three months ended September 30, 2009 and 2008 and for the fiscal years ended June 30, 2009, 2008 and 2007:

		Three months ended September 30,						Year ended June 30,
	(in thousands)
		2009			2008			2009			2008			2007
Net cash provided by (used in):
Operating activities		$	2,119		$	11,290		$	6,795		$	(7,623	)	$	(5,010	)
Investing activities			(1,735	)		(98	)		(2,912	)		(624	)		(2,355	)
Financing activities			346			(3,056	)		(3,265	)		7,882			8,378

28

Three Months Ended September 30, 2009 compared to Three Months Ended September 30, 2008

Net Cash Provided by Operating Activities

Net cash provided by operating activities during the three months ended September 30, 2009 was $2.1 million compared to $11.3 million during the three months ended September 30, 2008. The decrease in cash flow was primarily due to the 2008 receipt of $12.7 million under the exclusive licensing agreement with sanofi-aventis.

Net Cash Used in Investing Activities

Net cash used in investing activities increased by $1.6 million during the three months ended September 30, 2009, primarily due to costs incurred in connection with the purchase of machinery related to the pilot lines for our Unifill syringe.

Net Cash Provided by (Used in) Financing Activities

Net cash provided by financing activities during the three months ended September 30, 2009 was $0.3 million compared to net cash used in financing activities of $3.1 million during the three months ended September 30, 2008. During the three months ended September 30, 2009, we received $0.5 million from the issuance of common stock upon the exercise of stock options and made $0.1 million in principal payments on our long-term debt. During the three months ended September 30, 2008, we elected to terminate a licensing agreement that we determined was no longer consistent with our business strategies, and, as a final settlement, we repaid $2.3 million of the $3.0 million that we had originally received in 2008 under the licensing agreement, while retaining $0.7 million to cover related legal fees.

Fiscal Year 2009 Compared to Fiscal Year 2008

Net Cash Provided by (Used in) Operating Activities

Net cash provided by operating activities during fiscal 2009 was $6.8 million compared to net cash used in operating activities $7.6 million during fiscal 2008. The increase in cash flow was primarily due to $10.4 million of higher net income after adding back depreciation and amortization and share-based compensation expense. The increase was also attributable to $9.8 million of deferred revenue recorded in connection with our exclusivity agreement with sanofi-aventis, which was partially offset by amounts due from sanofi aventis under our industrialization agreement. Theses agreements were entered into during fiscal 2009.

Net Cash Used in Investing Activities

Net cash used in investing activities increased by $2.3 million, primarily due to significant costs incurred in connection with the production of machinery used in the manufacturing of our Unitract 1 mL Syringe. Additionally, during fiscal 2009, we incurred significant leasehold improvement costs at our Lewisberry, Pennsylvania headquarters and manufacturing facility.

During fiscal 2010, we expect to incur capital expenditures of approximately $12.0 million to purchase machinery required to manufacture our Unifill syringe and approximately $1.5 million to purchase machinery for the production of our Unitract 1 mL syringe. We may incur additional, less significant capital expenditures for general equipment, furniture and fixtures.

Net Cash (Used in) Provided by Financing Activities

Net cash used in financing activities was $3.3 million during fiscal 2009 compared to net cash provided by financing activities of $7.9 million during fiscal 2008. During fiscal 2009, we elected to terminate a licensing agreement that we determined was no longer consistent with our business strategies, and, as a final settlement, we repaid $2.3 million of the $3.0 million that we had originally received in 2008 under the licensing agreement, while retaining $0.7 million to cover related legal fees. During fiscal 2008, we received $2.8 million from the issuance of common stock and $1.9 million from the issuance of convertible debt.

Fiscal Year 2008 Compared to Fiscal Year 2007

Net Cash Used in Operating Activities

Net cash used in operating activities was $7.6 million during fiscal 2008 as compared to $5.0 million during fiscal 2007. The increase in cash flow was primarily due to $0.9 million of lower income after adding back depreciation and amortization, share-based compensation expense, impairment and a loss on the sale of property, plant and equipment in connection with the closing of a factory in Australia.

Net Cash Used in Investing Activities

Net cash used in investing activities decreased by $1.7 million during fiscal 2008 due to a decrease in the purchase of property, plant and equipment. During fiscal 2007, we incurred significant up-front fees in connection with the production of our machinery used to manufacture our 1 mL syringe.

Net Cash Provided by Financing Activities

Net cash provided by financing activities was $7.9 million during fiscal 2008 compared with $8.4 million during fiscal 2007. During fiscal 2008, we received $2.8 million from the issuance of common stock and $1.9 million from the issuance of convertible debt. During fiscal 2007, we received $3.5 million and $4.4 million from the issuance of common stock and convertible debt, respectively.

29

Contractual Obligations

The following table provides information regarding our contractual obligations as of June 30, 2009:

	Payments Due by Period
	Total		Less Than 1 Year		1-3 Years		3-5 Years		More Than 5 Years
	(In Thousands)
Long-term debt	$	3,133	$	405	$	653	$	541	$	1,534
Interest		811		148		222		170		271
Operating leases		1,253		455		755		43		—
Total contractual obligations	$	5,197	$	1,008	$	1,630	$	754	$	1,805

Our term loans bear interest at a rate of prime plus 1.50%. The future contractual obligations for interest is based upon 4.75%, which is the prime rate as of June 30, 2009 (3.25%) plus 1.50%.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements as such term is defined in the SEC rules.

Recently Issued Accounting Pronouncements

In June 2009, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 168, “The FASB Accounting Standards Codification^TM and the Hierarchy of Generally Accepted Accounting Principles - - a replacement of FASB Statement No. 162” (“SFAS 168”). SFAS 168 represents the last numbered standard issued by the FASB under the old (pre-codification) numbering system, and amends the GAAP hierarchy. On July 1, 2009, the FASB launched its new codification (i.e. the FASB Accounting Standards Codification). The codification supersedes existing GAAP for nongovernmental entities. This Codification is effective for financial statements issued for interim and annual periods ending after September 15, 2009. We have adopted this Codification during our quarter ended September 30, 2009.

In December 2007, the FASB issued a new accounting standard included in ASC 805, Business Combinations, formerly SFAS No. 141 (revised), “Business Combinations.” ASC 805 significantly changes the accounting and disclosure requirements for business combinations. ASC 805 is effective for business combinations occurring in fiscal years beginning after December 15, 2008. ASC 805 will be applied prospectively to business combinations with an acquisition date on or after the effective date. The impact that the adoption of ASC 805 will have on our consolidated financial statements will be dependent upon the extent of future business combinations.

In December 2007, the FASB issued a new accounting standard included in ASC 810, Consolidation, formerly SFAS No. 160, “Non controlling Interests in Consolidated Financial Statements — and amendment of Accounting Research Bulletin No. 51”. This new standard establishes accounting and reporting standards for the non controlling interest in a subsidiary and for the deconsolidation of a subsidiary. ASC 810 is effective for financial statements issued for fiscal years beginning after December 15, 2008. We currently have no noncontrolling interests and therefore, do not believe that the adoption of ASC 810 will have a material impact on our consolidated financial statements.

In April 2008, the FASB issued a new accounting standard included in ASC 350 Intangibles - Goodwill and Other, formerly FASB Staff Position (“FSP”) No. 142-3, “Determination of the Useful Life of Intangible Assets”. This new standard amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS Statement 142,”Goodwill and Other Intangible Assets”. This new standard also provides guidance for expanded disclosures related to the determination of intangible asset useful lives and is effective for fiscal years beginning after December 15, 2008. Early adoption is prohibited. We do not believe that the adoption of this new standard will have a material impact on our consolidated financial statements.

In June 2008, the FASB issued a new accounting standard included in ASC 260, Earnings Per Share, formerly FSP No. EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities”. This new standard states that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method and is effective for fiscal years beginning after December 15, 2008. We do not believe that the adoption of this new standard will have a material impact on our consolidated financial statements.

In May 2009, the FASB issued a new accounting standard included in ASC 855, Subsequent Events, formerly SFAS No. 165, “Subsequent Events.” ASC 855 sets forth: 1) the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements; 2) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements; and 3) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. ASC 855 is effective for interim and annual periods ending after June 15, 2009.

In August 2009, the FASB issued Accounting Standards Update No. 2009-05, Fair Value Measurements and Disclosures (Topic 820)—Measuring Liabilities at Fair Value, which provides guidance on how to measure liabilities at fair value in circumstances in which a quoted price in an active market for the identical liability is not available. This update is effective for the first reporting period, including interim periods, beginning after issuance. We have no liabilities that are governed by this update but will apply its provisions in the future as applicable.

30

Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risk from changes in interest rates and foreign currency exchange rates. Changes in these factors could cause fluctuations in our results of operations and cash flows.

Interest Rate Risk

Our exposure to interest rate risk is limited to our cash that is invested in money market funds with highly liquid short term investments and our variable interest rate term loans. We currently do not utilize derivative instruments to mitigate changes in interest rates.

Foreign Currency Exchange Rate Fluctuations

The majority of our revenues are derived from payments under our industrialization agreement received in euros while we incur most of our expenses in U.S. dollars and Australian dollars. For U.S. reporting purposes, we translate all assets and liabilities of our non-U.S. entities into U.S. dollars using the exchange rate as of the end of the related period and we translate all revenues and expenses of our non-U.S. entities using the average exchange rate during the applicable period. We currently do not utilize options or forward contracts to mitigate changes in foreign currency exchange rates.

Item 3. Properties

We currently lease approximately 50,000 square feet of a building in Lewisberry, Pennsylvania under an operating lease expiring in August 2012 of which approximately 6,000 square feet are being used as our executive offices and the remaining 44,000 square feet are being used as our manufacturing facility and warehouse. The manufacturing facility is an FDA-registered medical device production facility. This facility has two class-eight clean rooms. The first clean room houses a fully automated assembly system used to manufacture our Unitract 1mL syringes. The other clean room is used to assemble non-proprietary medical devices under contract for outsourcing customers. Other areas of the manufacturing facility are used for offices, product design and prototyping, engineering activities and the construction of automated assembly systems.

We have also entered into a short-term lease for a small office building near our main facility. This office building is used for engineering and product development.

We also occupy an office of 1,100 square feet in Sydney, Australia under a lease expiring in May 2010. This office space is used for certain finance and administrative operations in Australia.

Development of New Global Headquarters and Manufacturing Facility

To support our business expansion activities, we are in the process of developing a new global headquarters and manufacturing facility in Pennsylvania in order to accommodate our projected demand for the Unifill syringe. We purchased a tract of land on which we intend to develop our own custom-built facility in conjunction with Keystone Redevelopment Group LLC, or Keystone, a Pennsylvania-based real estate company specialising in large scale redevelopment and complex economic development projects. The following paragraphs summarize the key aspects of the proposed development of the new facility.

Acquisition of Property

We, through Unilife Cross Farm, LLC, or Unilife CF, our newly formed subsidiary, acquired a 38 acre block of land in York County, Pennsylvania from Greenspring Partners, LP on November 16, 2009 for a purchase price of $2.0 million for the purposes of developing the new facility. The site is located approximately 9.5 miles from our current premises in Lewisberry, Pennsylvania.

Development Agreement

On December 14, 2009, Unilife CF entered into a development agreement with Keystone to develop the newly acquired property by constructing an approximately 165,000 square foot office, manufacturing, warehousing and distribution facility to our specifications. The new facility is initially intended to accommodate Unifill automated assembly lines with a combined annual capacity of 360 million units per year, as well as the Unitract 1mL automated assembly line and other contract manufacturing systems currently situated at our Lewisberry facility. The new facility will also include a 54,000 square foot office section that will function as our global headquarters and support administrative, marketing, new product development, quality laboratories and other operational functions.

The new facility has been designed to allow for an additional 100,000 square feet of contiguous production space to be constructed when required at a later date by us. Upon this additional expansion occurring, it will provide us with the space required to produce up to one billion syringes annually via the installation of additional Unifill assembly lines. Although this additional expansion of the new facility forms part of the current planning approvals that have been received by us, it is not part of the current development activity nor is it covered or included in the contracts referred to in the development, construction and design agreements described herein.

Unilife CF has appointed Keystone to provide services under the development agreement including, but not limited to:

• assisting in the selection, review and management of architects, engineers, designers, contractors and other experts and consultants engaged to assist in the development of the new facility;

• assisting Unilife CF in obtaining financing for the development of the new facility;

• monitoring all development and construction work undertaken in connection with the development of the new facility; and

• assisting in obtaining all necessary approvals, licenses, permits, certificates and authorisations from all governmental authorities that are required for the new facility.

Unilife CF has agreed to pay Keystone $0.8 million as the development fee for the provision of these services, which is payable in the following tranches:

• $50,000 was paid in connection with the execution of the development agreement;

• $0.2 million will be paid to Keystone in six equal monthly installments commencing January 1, 2010 and ending on June 1, 2010;

• $0.2 million will be paid to Keystone upon Unilife CF obtaining access to the new facility to install production equipment; and

• $0.3 million will be paid to Keystone on the issue of the certificate of occupancy evidencing permission to commence general occupancy of the new facility and compliance with all applicable building codes affecting the new facility.

Construction Agreement

On December 14, 2009, Unilife CF entered into a Construction Agreement with HSC Builders & Construction Managers (HSC) of Pennsylvania, to construct the new facility. HSC is a Pennsylvania-based company that specialises in building custom-designed facilities for biotech, academic, healthcare, pharmaceutical and technology companies.

HSC has been engaged by Unilife CF under the construction agreement as the construction manager and constructor of the new facility. Under the construction agreement, Unilife CF is required to pay for the cost of construction (as defined in the construction agreement) estimated to be approximately $21.4 million (Cost of Work), together with HSC’s fee, subject to a Guaranteed Maximum Price (GMP) as described below.

HSC’s fee for constructing the new facility will be an amount equal to 1.25% of the Cost of Work (which is approximately $0.3 million (HSC Fee) assuming the Cost of Work is $21.4 million). The GMP has been established at $21,700,000 (comprising HSC’s Fee and the Cost of Work). Except for certain items beyond the control of Unilife CF or HSC, or items changed at the option of Unilife CF, any construction costs which exceed the GMP will be the responsibility and liability of HSC.

In the event that the final actual construction costs are less than the GMP, such savings will be shared between Unilife CF and HSC on an 85% / 15% basis.

Unilife CF has also agreed under the construction agreement to pay HSC a performance bonus of 15% of the HSC Fee if it achieves Phase 1 (see below) of the construction by April 15, 2010 and another 15% bonus of the HSC Fee if it achieves Phase 2 (see below) of the construction by December 10, 2010.

The fees payable to HSC and the Cost of Work as set out above, have been accounted for in the US$26 million budget for the development of the new facility (as detailed below).

The projected timetable for the construction of the new facility to be undertaken by HSC is as follows:

Date	Activity
By the end of June 2010	Completion of utility rooms for equipment installation
By the end of October 2010	Completion of clean rooms for equipment installation (Phase 1)
By the end of October 2010	Temporary occupancy permit for manufacturing/warehouse
By the end of December 2010	Unrestricted occupancy permit for manufacturing/warehouse (Phase 2)
By the end of December 2010	Unrestricted occupancy permit for office

Design Agreement

In connection with the development of the new facility, we retained L2 Architecture, or L2, to provide architectural design and structural, mechanical and electrical engineering services for the new facility. L2 is a Philadelphia-based architectural and engineering design firm that specializes in the pharmaceutical and medical device sector.

The design created by L2 incorporates the latest innovations in personnel and material flow dynamics with the intention of maximising the industrial productivity of the site while ensuring compliance with the highest standards of good manufacturing practice.

L2’s fee for the architectural services it will be providing to us in respect of the project will be $1.56 million. In the event that additional services are required beyond the contracted services agreed between us and L2, we will be required to pay L2 for such services on an hourly basis. The fees payable to L2 have been accounted for in the budget for the development of the new facility (as detailed below).

Proposed Financing of the Development

We have prepared a detailed budget for developing the new facility and based on this budget the total cost is estimated to be approximately $26.0 million. This includes the projected construction costs, the projected manufacturing facility fit out costs and the fees payable to Keystone, HSC and L2.

We have provided for $8.0 million — $10.0 million in projected capital expenditure to be used towards the development of the new facility. At this stage, we intend to fund up to approximately $9.0 million of the development costs for the new facility out of our existing cash reserves, which includes amounts received in connection with our October and November 2009 equity financings and will seek external financing for up to approximately $17.0 million from a commercial bank or other lending institution in the US and/or from the Commonwealth of Pennsylvania or other federal and state bodies.

Under the development agreement, Keystone is required to assist Unilife CF in obtaining external finance, on terms that are satisfactory to Unilife CF, for $18.0 million (or less if that amount is not required). In the event that Keystone is unable to assist Unilife CF in obtaining commitments for the required financing on or before December 31, 2009, Unilife CF had the right terminate the development agreement without any further obligation to Keystone unless negotiations with lenders (satisfactory to Unilife CF) are ongoing as at that date in which case the deadline will be extended during the period of such negotiations. Negotiations with lenders for the financing, which are satisfactory to Unilife CF, are ongoing and thus the development agreement continues in effect. Unilife CF’s right to terminate the development agreement will expire in the event that the full financing commitments are obtained as a result of such negotiations. The development agreement will otherwise terminate on the issue of the certificate of occupancy evidencing permission to commence general occupancy of the new facility and compliance with all applicable building codes affecting the new facility. In the event that Keystone is unable to meet its commitments, we believe that we can secure an alternative development partner.

We are currently in discussions with a number of banks, government agencies and other interested parties with respect to the required financing for the project.

Sale of Minority Interest in Unilife Cross Farm LLC

In connection with the development of the new facility, Unilife CF has agreed to issue to a subsidiary of Keystone, Cross Farm, LLC, a 1% interest in Unilife CF for $90,000 and Unilife Corporation has entered into an operating agreement with Cross Farm LLC with respect to the operation and management of Unilife CF as the development company for the new facility.

Unilife CF has retained a call option over the minority interest which it can exercise at any time during the first five years after completion of the sale of the minority interest for a purchase price prescribed under the agreement. However, if certain events occur such as the sale of the new facility, a change of control of the Unilife entities (excluding pursuant to the proposed redomiciliation transaction) or a breach by Unilife CF of the terms of the development agreement, the call option will be accelerated and the minority interest must be repurchased by Unilife CF at the prescribed price upon such events occurring.

Item 4. Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information regarding ownership of our common stock by (i) each person, or group of affiliated persons who is known by us to beneficially own 5% or more of our common stock, (ii) each of our directors, (iii) each of our named executive officers and (iv) all current directors and executive officers as a group. All of this information gives effect to the redomiciliation and the share consolidation effected in connection therewith.

31

Beneficial ownership is determined according to the rules of the SEC and generally includes any shares over which a person exercises sole or shared voting or investment power. The beneficial ownership percentages set forth below are based on 53,783,769 shares of common stock outstanding (which represents the sum of 52,617,769 shares outstanding on January 15, 2010, plus 1,166,000 shares of restricted stock to be issued to our Chief Executive Officer pursuant to an incentive award on February 3, 2010). All shares of common stock owned by such person, including shares of common stock underlying stock options that are currently exercisable or exercisable within 60 days after January 15, 2010 (all of which we refer to as being currently exercisable) are deemed to be outstanding and beneficially owned by that person for the purpose of computing the ownership percentage of that person, but are not considered outstanding for the purpose of computing the percentage ownership of any other person. Except as otherwise indicated, to our knowledge, each person listed in the table below has sole voting and investment power with respect to the shares shown to be beneficially owned by such person, except to the extent that applicable law gives spouses shared authority.

	Number of Shares			Percentage of Shares
Name and Address of Beneficial Owner	Beneficially Owned			Beneficially Owned
Directors and Named Executive Officers (1)
Jim Bosnjak		606,745	(2)		1.1	%
Alan Shortall		4,241,630	(3)		7.8	%
John Lund		36,667	(4)		*
William Galle		91,667	(5)		*
Jeff Carter		258,379	(6)		*
Daniel Calvert		166,667	(7)		*
Eugene Shortall		125,000	(8)		*
Bernhard Opitz		167,332	(9)		*
Stephen Allan		135,725	(10)		*
All directors and executive officers as a group (10 persons)		5,897,141			11.0	%

*	Indicates less than 1%
(1)	The address of each director and executive officer listed above is c/o Unilife Corporation, 633 Lowther Road, Lewisberry, Pennsylvania 17339.
(2)	Includes options to purchase 108,333 shares of common stock which are currently exercisable. Does not include options to purchase 58,333 shares of common stock which are not currently exercisable.

(3) Includes (i) 833,333 shares of common stock subject to certain transfer restrictions set forth in Mr. Shortall’s employment agreement dated October 26, 2008 and (ii) options to purchase 500,000 shares of common stock which are currently exercisable. Does not include options to purchase 750,000 shares of common stock which are not currently exercisable. Includes 1,166,000 shares of restricted stock that will be issued on February 3, 2010, but does not include options to purchase 834,000 shares of common stock that will be issued on February 3, 2010.

(4)	Includes options to purchase 16,667 shares of common stock which are currently exercisable. Does not include options to purchase 83,333 shares of common stock which are not currently exercisable.
(5)	Represents options to purchase 91,667 shares of common stock which are currently exercisable. Does not include options to purchase 100,000 shares of common stock which are not currently exercisable.
(6)	Includes options to purchase 183,333 shares of common stock which are currently exercisable. Does not include options to purchase 83,333 shares of common stock that are not currently exercisable.
(7)	Represents options to purchase 166,667 shares of common stock which are currently exercisable. Does not include options to purchase 83,333 shares of common stock which are not currently exercisable.
(8)	Represents options to purchase 125,000 shares of common stock which are currently exercisable.
(9)	Includes options to purchase 166,667 shares of common stock which are currently exercisable. Does not include options to purchase 83,333 shares of common stock which are not currently exercisable.
(10)	Includes options to purchase 50,000 shares of common stock which are currently exercisable. Does not include options to purchase 116,667 shares of common stock which are not currently exercisable.

32

Item 5. Directors and Executive Officers

The following table sets forth the name, age and position of each of our directors and executive officers.

Name	Age		Position
Jim Bosnjak		60	Chairman and Director
Alan Shortall		56	Director and Chief Executive Officer
John Lund		44	Director
William Galle		70	Director
Jeff Carter		51	Director
Daniel Calvert		56	Chief Financial Officer
Eugene Shortall		58	Senior Vice President of RTFS
Bernhard Opitz		53	Senior Vice President of Operations
Mark Iampietro		56	Vice President of Quality and Regulatory Affairs
Stephen Allan		35	Vice President of Marketing and Communications

Biographical Summaries

Jim Bosnjak. Mr. Bosnjak has served as a director of UMSL since February 2003 and of Unilife Corporation since November 2009 and as Chairman of the board of UMSL since April 2006 and of Unilife Corporation since November 2009. Mr. Bosnjak has been a co-owner and director of the Le Meridian Lav Hotel in Split, Croatia since 2002 and is chairman and co-founder of Ultimate Outdoor Ltd., an Australian outdoor advertising company. Mr. Bosnjak was a director of Westbus Pty Ltd. from 1975 to 2001 and the chairman of Westbus Pty Ltd. between 1990 and 2001. He has also held positions on Commonwealth and New South Wales advisory bodies, including the Greater Western Sydney Economic Development Board, and the GROW Employment Council. Mr. Bosnjak also served as the Chairman of the Tourism Council of Australia and Bus 2000, which coordinated bus services for the Sydney 2000 Olympic Games. Mr. Bosnjak holds an honorary doctorate from the University of Western Sydney for his services related employment growth and economic development.

Alan Shortall. Mr. Shortall has served as Chief Executive Officer and director of UMSL since September 2002 and of Unilife Corporation since July 2009. Mr. Shortall co-founded Unilife in July 2002 and has guided the growth of Unilife since then. In 2008, the trade magazine Medical Device and Diagnostic Industry named him as one of 100 Notable People in the medical device industry worldwide. Mr. Shortall is the brother of Eugene Shortall, our Senior Vice President of RTFS, our Unifill syringes.

John Lund. Mr. Lund has served as a director of UMSL and Unilife Corporation since November 2009. Mr. Lund also serves as managing partner of M&A Holdings, LLC, a private consulting company since July 2003, and as Vice President Finance and Controller of E-rewards, Inc., an internet market research company since February 2009. Mr. Lund also served as Vice President and Controller of Nexstar Broadcasting Group, Inc., a NASDAQ listed television broadcasting company, from March 2008 to November 2008, Vice President of Finance and Corporate Controller of LQ Management, LLC (LaQuinta) from November 2006 to March 2008, and Corporate Controller of ExcellerateHRO from January 2005 to October 2006. Prior to that, Mr. Lund held Controller and Chief Financial Officer positions for various companies, and was a Manager at KPMG.

William Galle. Mr. Galle has served as a director of UMSL since June 2008 and of Unilife Corporation since November 2009. Mr. Galle has also been the managing director of American Marketing Complex in New York City since October 2007 and president of Diversified Portfolio Strategies LLC in Washington D.C. since 1993, which provides alternative investment advisory services for institutions and substantial investors. Mr. Galle is a graduate of Columbia University, Rutgers University, and the New York Institute of Finance.

Jeff Carter. Mr. Carter has served as a director of UMSL since April 2006 and of Unilife Corporation since November 2009. From February 2005 until December 2008, Mr. Carter served as Chief Financial Officer of UMSL. He has also served as Company Secretary since March 2007. From March 2003 to November 2004, Mr. Carter was the chief financial officer and company secretary of the former Ambri Ltd (currently Diversa Ltd.), a public company in Australia. Mr. Carter is a chartered accountant and holds a master’s degree in applied finance from Macquarie University of Sydney.

Daniel Calvert. Mr. Calvert has served as Chief Financial Officer of UMSL since December 2008 and of Unilife Corporation since our incorporation in July 2009. From September 2006 to November 2008, Mr. Calvert served as executive vice president and chief accounting officer of Standard Management Corporation, a company quoted on the OTC Bulletin Board. From May 2004 to March 2006, he was the chief financial officer of MBT International, a division of a publicly held company. Mr. Calvert is a certified management accountant, holds a Master of Business Administration in finance from Michigan State University and a Master of Science degree in taxation from the University of Baltimore.

Eugene Shortall. Mr. Shortall has served as Senior Vice President of RTFS of UMSL since February 2009 and of Unilife Corporation since November 2009. From October 2007 to February 2009 he served as our RTFS Project Director. From June 2003 to October 2007, Mr. Shortall was a consultant for the Public Institute for Social Security in Kuwait and was previously employed as a consultant for Behbehani National Construction. Mr. Shortall is the brother of Alan Shortall, our Chief Executive Officer and director.

33

Bernhard Opitz. Mr. Opitz has served as Senior Vice President of Operations of UMSL since December 2008 and of Unilife Corporation since November 2009. From August 2007 to June 2008, Mr. Opitz served as Vice President — Manufacturing at Nanosphere, Inc., a Nanotechnology-based molecular diagnostics company. From December 2002 to July 2006, he was the Vice President - Engineering/Operations at Wells’ Dairy, Inc., a large manufacturer of ice cream. From September 2000 to April 2002, he was Senior Vice President of Operations at Ikonisys Inc., a cell-based diagnostics company. From 1980 to 2000, Mr. Opitz also held various positions at Bayer AG including project engineer, manager of plant engineering, manager of engineering, production manager, vice president of operations, and senior vice president of engineering. Mr. Opitz holds a Master of Science degree in mechanical/process engineering from Technical University Graz in Austria.

Mark Iampietro. Mr. Iampietro has served as Vice President of Quality and Regulatory Affairs of UMSL since October 2008 and of Unilife Corporation since November 2009. From May 2002 to July 2008, Mr. Iampietro was Vice President of Quality, Regulatory and Clinical Operations at Spherics, Inc., a pharmaceutical manufacturer, where he managed various phases of quality, regulatory, and clinical programs. Mr. Iampietro holds American Society for Quality certifications as both a quality and reliability engineer and holds a Bachelor of Science degree in life sciences with a minor in engineering from Worcester Polytechnic Institute.

Stephen Allan. Mr. Allan has served as Vice President of Marketing and Communications of UMSL since October 2008 and of Unilife Corporation since November 2009. He served as our Director of Communications from November 2007 to October 2008 and our Manager of Communications from July 2002 to November 2007. Prior to joining Unilife, Mr. Allan owned and operated his own Australian public relations firm, which assisted in the management of media relations and government liaison for industry groups in the transport, tourism and economic development sectors. He managed media liaison activities relating to bus transportation during the Sydney 2000 Olympic Games. He also spent five years as a journalist for various Sydney-based newspaper groups. Mr. Allan holds a Bachelor of Communications from Charles Sturt University.

Item 6. Executive Compensation

COMPENSATION DISCUSSION AND ANALYSIS

Introduction

This Compensation Discussion and Analysis describes our compensation philosophy for those individuals who were our most highly compensated executives based on their fiscal 2009 compensation. These executives are referred to herein as “named executives”. Where applicable, this Compensation Discussion and Analysis also describes the ways in which we anticipate that our compensation philosophy may change after we become a U.S.-based public company.

During 2008, in anticipation of the relocation of our headquarters and principal operations from Australia to the United States, the board of directors granted Alan Shortall, our Chief Executive Officer, broad discretion to hire a new U.S.-based executive management team and to set the initial terms of their employment. In furtherance of this mandate, during fiscal 2009 Mr. Shortall assembled a new management team whose members joined us at various times during calendar year 2008 and 2009. In addition, Mr. Shortall, together with Stephen Allan, who had been with us since 2002, relocated to the United States in early 2009.

Our named executives are:

• Alan Shortall, who is our Chief Executive Officer;

• Jeff Carter, who was our Chief Financial Officer until December 2008;

• Daniel Calvert, who became our Chief Financial Officer in December 2008;

• Eugene Shortall, who became our Senior Vice President, RTFS in February 2009;

• Bernhard Opitz, who became our Senior Vice President of Operations in December 2008; and

• Stephen Allan, who became our Vice President of Marketing and Communications in October 2008.

During the process of assembling the new executive management team, our Chief Executive Officer negotiated on an arm’s length basis with each of our new named executives with respect to the terms of his compensation package and, in the case of Mr. Allan, the terms of his compensation package upon relocating to the United States. In each case, Mr. Shortall considered the individual’s prior relevant experience and compensation levels, as well as his prospective roles and responsibilities with our Company. Due in part to the necessity of assembling an entirely new team in a short amount of time, Mr. Shortall did not conduct a formal survey of compensation paid by other companies, but rather conducted these negotiations using his best judgment of what would constitute an appropriate compensation package. After reaching agreement with the prospective named executives, Mr. Shortall presented the compensation packages to the board of directors which agreed to the terms. The terms of the compensation packages were ultimately memorialized in agreements which we describe below under — “Employment Offer Letters, Employment Agreements and Consultancy Agreements.”

Historically, we did not have a separate compensation committee of the board of directors. Determinations regarding the compensation of our Chief Executive Officer, other executive officers and non-employee directors were made by the entire board of directors. Under ASX listing rules, board compensation and stock incentive compensation for executives is put to a vote of shareholders. After we become a Nasdaq-listed company, we will continue to be subject to these rules so long as we remain listed on the ASX. In preparation for our Nasdaq listing, we recently established a compensation committee which will consider and approve executive compensation as required by Nasdaq rules.

34

Objectives of the Compensation Program

The primary objective of our executive compensation program is to deliver a competitive package to attract, motivate and retain key executives and align their compensation with our overall business goals, core values and shareholder interests. To this end, our board of directors followed an executive compensation philosophy that included the following considerations:

• a “pay-for-performance” orientation that delivers pay based on company and individual performance;

• long-term incentives, including stock-based awards, to more closely align the interests of executives and shareholders; and

• individual wealth accumulation through long-term incentives, rather than through pensions.

We expect that our compensation committee will establish a similar executive compensation philosophy with respect to our named executives following redomiciliation. We expect that our primary compensation objectives will be to reinforce consistent attainment of Unilife’s key strategic goals and to retain the executive talent we have hired.

The Design of the Compensation Program

Compensation for our named executives has included the following elements:

• base salary;

• annual cash incentives and discretionary bonuses;

• long-term incentives in the form of stock options and stock awards; and

• other benefits and perquisites.

We expect that our executive compensation program will continue to include these elements going forward following our redomiciliation. In addition, we expect our future compensation program to include grants of restricted stock which we could not issue as an Australian company. When making compensation-related decisions, we believe it is important to be informed about the current practices of similarly situated public companies. For this purpose, the board of directors has retained a compensation consulting firm, Strategic Apex Group LLC, or Strategic Apex, to assist our compensation committee in developing an appropriate comparator group for benchmarking. We currently expect that this comparator group will consist of companies in the medical device industry as well as companies in the mid-Atlantic region of the United States. We also expect that Strategic Apex will assist the compensation committee in developing performance metrics and long-term incentives for the named executives to ensure that key strategic goals are met and that the interests of key decision makers and shareholders are aligned. The goals of our compensation program for our named executives are to provide total direct compensation that is appropriate for an organization of our size and stage of development and that will support continued recruitment of top talent and retention of the executive team we have built over the last 18 months, as well as to reward achievement of key strategic goals and to align executive compensation with shareholder interests. We expect to evaluate individual performance in determining increases to base salary and awarding annual incentive compensation and future equity grants. We will also consider employment agreement terms and internal pay equity within the executive team. When considering internal pay equity, we will consider the reported market rate for these positions and total direct compensation of other executives who have a similar level of responsibility at the Company.

Elements of Compensation

35

Base Salary

Base salary is an important element of compensation because it provides the named executives with a base level of income. Our board of directors negotiated the base salary of our Chief Executive Officer in connection with the employment agreement that we entered into with him in October 2008. Our board of directors set our Chief Executive Officer’s base salary at a level that the board believed was commensurate with our Chief Executive Officer’s skills, knowledge and duties. As described above, the initial base salary of each named executive (other than our Chief Executive Officer) was negotiated by our Chief Executive Officer with such executive during the hiring process of Messrs. Calvert and Opitz and, in the case of Eugene Shortall and Mr. Allan, in connection with their relocation to the United States.

Our compensation committee will determine whether and when to adjust the base salaries of the named executives in the future. We expect that our compensation committee will consider each executive’s performance and level of responsibility and market data for similar positions.

Annual Cash Incentive Compensation and Bonuses

Our Chief Executive Officer’s annual cash incentive award is a discretionary award up to a maximum amount provided for in his employment agreement. The amount of this award is determined by our board of directors based on satisfaction of key performance indicators, or KPIs, determined by our board of directors. Going forward, our compensation committee will set the KPIs of our Chief Executive Officer, review his performance and determine the amount of any annual incentive compensation earned by him.

As more fully described in the footnotes to the grants of plan-based awards table, each of Messrs. Calvert and Opitz were entitled pursuant to the terms of his employment offer letter to receive a cash incentive award, for calendar year 2009, and for the portion of calendar year 2008 during which he was employed with us, at the target level specified in his employment offer letter, if his performance satisfies certain KPIs. Our Chief Executive Officer establishes the KPIs for each named executive which are tailored to the named executive’s individual area of responsibility and key strategic goals. Our Chief Executive Officer has broad discretion in interpreting the KPIs and determining the extent to which a particular KPI has been met. In the case of fiscal 2009, the KPIs were established and communicated at various points during the course of the year, as each named executive was hired on a different date. In the future, we expect that KPIs will be established and communicated during the first or second quarter of the applicable performance period.

In respect of fiscal 2009, the following is a summary description of the KPIs for each named executive:

• Alan Shortall - relocation of our corporate headquarters to Lewisberry, Pennsylvania; signing the industrialization agreement with sanofi-aventis; initiation of production of the Unitract 1mL syringe in our FDA registered facility in Lewisberry; and implementation of a new quality system.

• Jeff Carter—transition of finance and accounting functions to U.S.-based personnel and undertaking corporate secretarial and ASX reporting requirements

• Dan Calvert—management of our financial affairs and the development of business plan models and corporate strategy

• Eugene Shortall—management of the ready-to-fill syringe project and completion of key project milestones

• Bernhard Opitz—expansion of our operational, engineering and production personnel

• Stephen Allan—management of our marketing and communications activities

Our board of directors and Chief Executive Officer determined that each of the named executives satisfied their KPIs. Consequently, the named executives received incentive compensation payments at their target levels for fiscal 2009 as reflected in the summary compensation table and grants of plan-based awards table below.

In addition to the incentive compensation awards, we may also provide discretionary cash bonuses to our named executives to reward them for their contribution toward the achievement of significant milestones of the Company. For fiscal 2009, our board of directors decided to pay a discretionary bonus of A$150,000 to our Chief Executive Officer in recognition of his efforts in securing the exclusive licensing agreement with sanofi-aventis in June 2008 and the industrialization agreement with sanofi-aventis in June 2009. Securing these two agreements were important milestones in our long-term business plan.

In addition, for fiscal 2009, our board of directors awarded discretionary bonuses of $79,497 and $48,180 to Messrs. Carter and Allan, respectively. In the case of Mr. Carter, this bonus was paid in recognition of his achievements in transitioning the Company’s financial reporting systems from Australia to the United States. In the case of Mr. Allan, this bonus was paid in recognition of the fact that despite Mr. Allan’s significant historical contributions in the areas of marketing and communications, he had not received a bonus in several years and that therefore, his compensation level did not reflect these prior contributions.

36

Commencing in calendar 2010, we expect to adopt an annual incentive plan with terms to be determined by our compensation committee. We expect that our Chief Executive Officer, in consultation with our compensation committee, will establish KPIs that represent key strategic objectives relating to the industrialization of the ready-to-fill syringe, the commercial production and sale of our 1 mL syringe, the further development of a world-class organization and additional products, and building shareholder value. In accordance with our compensation committee’s charter, our compensation committee will evaluate the performance of each named executive in light of his KPIs and will determine the amount of any annual incentive compensation earned by the named executive based on such evaluation.

Long-Term Incentive Compensation

Our long-term incentive compensation has historically been in the form of grants of stock options and stock awards under our Employee Share Option Plan, or ESOP. These grants were designed to provide our executives with multiple awards over a number of years to encourage alignment with shareholder interests and to retain highly valued employees. The ESOP was approved by the shareholders of UMSL in 2007. Our board of directors historically has reviewed the performance of our Chief Executive Officer and determined the equity awards to be granted to him subject to shareholder approval pursuant to Australian law and ASX listing rules. Our Chief Executive Officer historically has reviewed the performance of the other named executives and recommended the equity awards to be granted to them for approval by our board of directors.

We view stock options as an important element of performance-based compensation because a stock option provides no realizable value to a recipient until the vesting requirements have been met and will increase in value only as the trading price of our shares increases. Vesting periods are intended to require a long-term focus on overall Company performance for the executive to realize any value from the exercise of options.

In fiscal 2009, we granted stock options to our named executives as reflected in the grants of plan-based awards table. These stock option grants were made in fulfillment of the terms of each named executive’s (other than Stephen Allan’s) respective offer letter or employment agreement. The amount of each stock option grant for the named executives other than our Chief Executive Officer was determined by our Chief Executive Officer in his best judgment during arms’ length negotiation of the employment offer and approved by our board of directors.

In fiscal 2009, we granted stock options and a stock award to our Chief Executive Officer in fulfillment of the terms of his employment agreement. The size and nature of these grants were negotiated at arms’ length by our board of directors and Chief Executive Officer. Our Chief Executive Officer received a stock award in addition to stock options to more fully align his interests with those of our shareholders insofar as under the stock award, our Chief Executive Officer will share in the downside risk and realize an economic loss if our share price declines. As more fully described under —“Guidelines for Share Ownership and Holding Periods for Equity Awards,” restrictions have been placed on our Chief Executive Officer’s right to dispose of the shares received under his stock award.

37

Our stockholders approved our adoption of our 2009 Stock Incentive Plan. The plan permits us to grant stock options, stock appreciation rights, stock awards, and other stock-based awards and cash awards to employees. Long-term incentive target compensation of each named executive following redomiciliation is expected to be set by our compensation committee based on the named executive’s level of responsibility, peer group data for similar positions and the named executive’s long-term incentive compensation before redomiciliation. We anticipate that the total long-term incentive target multiplier of base salary for each of our named executives will target the 50th percentile of the comparator group that we expect to identify with the assistance of our compensation consultant, aligning with our philosophy of driving wealth accumulation through long-term incentives, and consistent with a business emphasizing high growth and innovation.

Savings Plans

We do not provide for wealth accumulation for retirement through defined benefit pension plans; however, we make superannuation payments of 9% of cash compensation (up to a statutory maximum cash compensation of A$40,170 per quarter) in accordance with Australian law for Australian employees and executives, including those who transferred to the United States. Superannuation is a retirement or pension contribution that is made to a pension fund selected by the employee, and is not available to the employee until retirement. In addition, our U.S. subsidiary, Unilife Medical Solutions, Inc., has a 401(k) plan, without a company match.

We expect to adopt a 401(k) plan to permit executives and other employees to accumulate wealth on a tax-deferred basis. We do not anticipate providing for wealth accumulation for retirement through defined benefit pensions or supplemental executive retirement plans. In addition, while our U.S. subsidiary does not currently make matching or fixed contributions to the balances of employees, including the named executives, under the 401(k) plan, we do expect to adopt a company match in future years.

Other Benefits and Perquisites

The named executives are eligible to participate in employee benefit programs generally offered to our other employees. In addition, we provide certain other perquisites to the named executives that are not generally available to other employees. We also provide temporary housing and other relocation assistance when an executive officer is hired or relocated for business reasons. For more detailed information regarding benefits and perquisites provided to the named executives, see — “Compensation of Named Executive Officers.”

38

Our compensation committee will review these benefits and perquisites after redomiciliation. We expect that we will continue to offer relocation benefits to newly hired or relocated employees which are competitive and appropriate for their level of responsibility.

39

Severance

We must comply with Australian legal requirements regarding obtaining shareholder approval of certain severance payments. Severance provisions are set forth in the employment agreements with our named executives, as described under —“Potential Payments Upon Termination or Changes in Control”, with the exception of Mr. Carter who is not entitled to receive severance upon termination of his consultancy agreement with us.

Our compensation committee will consider and develop policies, guidelines or programs with respect to severance benefits after the redomiciliation. We expect to continue the severance obligations under existing employment agreements. We believe that severance benefits allow us to attract and retain talented executives and other employees to accept positions with us and to relocate to our United States headquarters. In establishing these arrangements, we will consider that we do not provide defined benefit pension or supplemental executive retirement plan benefits. The employment agreements currently in place with the named executives have a “double-trigger” feature, mandating cash severance payments on a change of control only if employment is terminated in connection with or following the change of control. In contrast, equity awards under our incentive compensation plans are “single trigger” awards and vest upon a change in control (as defined in the relevant plan). Our board of directors believe that providing for accelerated vesting of equity awards upon a change in control creates an important retention tool for the Company by enabling employees to realize value from these awards in the event that the Company undergoes a change in control transaction.

40

Policies, Guidelines and Practices Related to Executive Compensation

The Compensation Committee

Our compensation committee will make executive compensation determinations for the named executives, and we anticipate that our executive officers will provide recommendations and support to our compensation committee. In addition, the board of directors has retained Strategic Apex to provide expert executive compensation advice and guidance to the compensation committee. The compensation committee will operate in accordance with a written charter and will be composed of three independent directors who will report their findings and recommendations to our board of directors. In developing a compensation strategy, the compensation committee will pursue the following goals:

• develop an executive compensation policy to support overall business strategies and objectives, attract and retain key executives, link compensation with business objectives and organizational performance, and provide competitive compensation;

• approve compensation for the Chief Executive Officer, including relevant performance goals and objectives, review and approve compensation for other executive officers, and oversee their evaluations;

• make recommendations to our board of directors with respect to the adoption of equity-based compensation plans and incentive compensation plans;

• review the outside directors’ compensation program for competitiveness and plan design, and recommend changes to our board of directors as appropriate;

• oversee the management succession process for our Chief Executive Officer and selected senior executives;

• oversee general compensation plans and initiatives; and

• consult with management on major policies affecting employee relations.

41

Guidelines for Share Ownership and Holding Periods for Equity Awards

Our Chief Executive Officer is also currently our largest shareholder. Even though we have not had formal stock ownership requirements for our executives, our Chief Executive Officer’s ownership position assists in ensuring that management decisions are aligned with shareholder interests. For the stock award that our Chief Executive Officer received in fiscal 2009, he has agreed that he will not dispose of any of the shares received under that award until at least 12 months after the award was granted, and that he may dispose of no more than 50 percent of those shares until at least 24 months after the award was granted.

We expect our compensation committee to adopt stock ownership guidelines to require our named executives and directors to accumulate and hold a minimum number of shares of our common stock in order to ensure that their interests are aligned with shareholder interests. Decisions about the number of shares and time to accumulate will be made after consideration of best practices in the United States and the advice of our compensation consultant.

Potential Impact on Compensation from Executive Misconduct

Under our incentive plans, our board of directors has the authority to revoke stock option grants of employees who commit misconduct. These provisions are designed to deter and prevent detrimental behavior and permit us to prevent such employees from exercising stock options, which would lapse if that employee has engaged in certain misconduct.

We anticipate that our Compensation Committee will evaluate various “claw-back” options and consider the advisability of adopting such policies as will protect our investors from financial misconduct.

42

Tax Matters

Section 162(m) of the Internal Revenue Code of 1986, as amended, or the Code, places a limit of $1,000,000 on the amount of compensation that certain publicly held corporations may deduct for U.S. federal tax purposes in any one year with respect to certain named executives. This limitation did not apply to us for fiscal 2009 because, as of June 30, 2009, none of our shares were required to be registered under the Exchange Act.

It is expected that Section 162(m) of the Code will apply to us following the re-domiciliation and that our compensation committee will adopt a general practice of considering the adverse effect of Section 162(m) of the Code on the deductibility of compensation when designing annual and long-term compensation programs and approving payouts under these programs. While the tax treatment of compensation is important, the primary factor influencing program design is the support of business objectives. Consequently, it is expected that our compensation committee will reserve the right to design and administer the programs in a manner that does not satisfy the requirements of Section 162(m) of the Code and to approve the payment of nondeductible compensation if the compensation committee believes doing so may achieve a result determined to be in Unilife’s best interest. Due to transition rules that apply to UMSL under Section 162(m) of the Code, we believe that all of the compensation that will result when our named executives exercise their currently outstanding stock options should be fully deductible.

Compensation Committee Interlocks and Insider Participation

During fiscal 2009, the board of directors of UMSL did not have a separate compensation committee, as one is not required under ASX rules. During fiscal 2009, Mr. Alan Shortall, director and Chief Executive Officer of UMSL, participated in deliberations of the board concerning the compensation of all executive officers. During fiscal 2009, no executive officer of UMSL served on the compensation committee or board of directors of any other entity that had any executive officer who also served on the board of directors of UMSL.

In November 2009, Unilife Corporation established a compensation committee, which is currently composed of three independent directors, namely Jim Bosnjak, John Lund and William Galle. None of the members of the compensation committee has ever been an executive officer or employee of Unilife, UMSL or any of its subsidiaries, or has any relationship with Unilife, UMSL or its executives, other than their directorship and equity interests in UMSL as disclosed in “Item 4. Security Ownership of Certain Beneficial Owners and Management” of this registration statement.

Compensation of Named Executive Officers

The following table provides information regarding total compensation awarded to, earned by, or paid to our named executives.

Summary Compensation Table
											Non-Equity
							Stock		Option		Incentive Plan		All Other
			Salary		Bonus		Awards ($)		Awards		Compensation		Compensation			Total
Name and Position	Year		($)		($)		(1)		($) (2)		($) (3)		($)			($)
Alan Shortall (4)
Chief Executive Officer		2009		321,991		144,540		1,810,800		384,035		166,908		142,035	(5)		2,970,309
Jeff Carter (6)
Former Chief Financial Officer		2009		75,938		79,497		—		47,850		24,090		318,150	(7)		545,525
Daniel Calvert (8)
Chief Financial Officer		2009		86,154		—		—		90,186		37,333		7,722	(9)		221,395
Eugene Shortall (10)
Senior Vice President of RTFS		2009		185,760		—		—		48,571		41,941		8,225	(11)		284,497
Bernhard Opitz (12)
Senior Vice President of Operations		2009		121,154		—		—		90,186		36,750		22,374	(13)		270,464
Stephen Allan (14)
Vice President of Marketing and Communications		2009		117,595		48,180		—		68,864		13,000		82,563	(15)		330,202

(1) All restricted stock grants are issued with fair values determined in Australian dollars. Amounts were converted using the exchange rate at June 30, 2009 of A$1.00 = US$0.8048. The amount referenced is equal to the weighted-average grant date fair value recognized during the year ended June 30, 2009.

43

(2)	All option awards are issued with an exercise price in Australian dollars. Amounts were converted using the exchange rate at June 30, 2009 of A$1.00 = US$0.8048. The amount referenced is calculated using the Black-Scholes and Barrier pricing models. See Note 3 of our consolidated financial statements contained elsewhere in this registration statement.
(3)	We provide more detailed information about non-equity incentive plan compensation under “Employment Offer Letters, Employment Agreements and Consultancy Agreements” and in the footnotes to the grants of plan-based awards table.
(4)	Prior to his relocation from Australia to the United States in February and until April 2009, Mr. Shortall had been receiving his cash compensation in Australian dollars, which, for purposes of this summary compensation table, were converted into U.S. dollars using the average exchange rate during the applicable period.
(5)	Includes a payment of $100,000 for relocation expenses as well as $32,582 related to the purchase of an automobile. Also includes A$9,453 related to parking and telephone costs.
(6)	Mr. Carter has been receiving his cash compensation in Australian dollars, which, for the purposes of this summary compensation table, were converted into U.S. dollars using the average exchange rate during the applicable period.
(7)	Includes $176,015 related to severance payments, as well as $12,213 related to the purchase of an automobile, $10,235 related to parking and other costs, $10,491 of statutory payments for superannuation and $109,196 of fees under his consulting agreement.
(8)	Mr. Calvert has served as our Chief Financial Officer since December 2008. The amounts disclosed in the table above reflect amounts earned from December 2008 to June 2009.
(9)	Represents amounts in connection with the rental of an apartment.
(10)	Mr. Shortall has been receiving his cash compensation primarily in Australian dollars, which, for purposes of this summary compensation table, were converted into U.S. dollars using the average exchange rate during the applicable period.
(11)	Represents amounts related to the rental of an office and residence.
(12)	Mr. Opitz has served as our Senior Vice President of Operations since December 2008. The amounts disclosed in the table above reflect amounts earned from December 2008 to June 2009.
(13)	Includes $19,657 in connection with the rental of an apartment and $2,717 in costs related to relocation.
(14)	Prior to his relocation from Australia to the United States in December 2008, Mr. Allan had been receiving his cash compensation in Australian dollars, which, for purposes of this summary compensation table, were converted into U.S. dollars using the average exchange rate during the applicable period.
(15)	Includes $60,000 related to relocation, as well as $12,337 related to the purchase of an automobile and rental of an apartment and $10,226 of statutory payments for superannuation.

44

Employment Offer Letters, Employment Agreements and Consultancy Agreements

We have used employment offer letters, employment agreements and consultancy agreements to set the initial compensation terms for our named executives. As described above, the employment offer letters with our named executives other than our Chief Executive Officer were negotiated by our Chief Executive Officer at arms’ length when he assembled the company’s senior management team. Below is a summary of the employment offer letters and employment agreements in effect with our named executives during fiscal 2009. Additional information regarding potential payments upon termination of employment pursuant to the terms of the employment offer letters and employment agreements is set forth under —“Potential Payments Upon Termination and Changes of Control.”

Alan Shortall, Chief Executive Officer

As our Chief Executive Officer, Mr. Shortall reports to our board of directors. He is responsible for the executive management team and has responsibility for the effective leadership and business development of the Company. The key elements of Mr. Shortall’s employment agreement are as follows:

• Annual salary of $420,000, subject to annual review.

• Incentive compensation awards per fiscal year of up to $200,000, subject to satisfaction of KPIs, to be determined by our board of directors.

• A grant of 1,666,667 shares of stock and 1,250,000 options.

• The employment agreement has a term of three years commencing on July 1, 2008.

• The employment agreement may be terminated by, among other ways, one party giving the other three months’ prior written notice (or by us paying Mr. Shortall three months of his total annual salary in lieu of the written notice).

• After the termination of Mr Shortall’s employment with us, he may not be involved in any business which is a competitor of the Company’s, or entice away any employee, customer or supplier of the Company for up to 24 months worldwide (or for such shorter period and geographical area as a court may decide).

Mr. Shortall’s base salary was paid in Australian dollars for the majority of fiscal 2009. In April 2009, after he relocated to the United States, he began receiving payment of his base salary in United States dollars. At the time of this change, the values of the United States and Australian dollars were relatively equivalent but the exchange rate began to diverge later in the year, accounting for the differential between the agreement rate and the amount reported in the summary compensation table.

Our board of directors determined that Mr. Shortall met his KPIs to receive full payment of his incentive compensation award. In addition, in recognition of the crucial role that Mr. Shortall played in obtaining the sanofi-aventis exclusive licensing agreement on June 30, 2008, which represented a significant milestone for the company, and the industrialization agreement with sanofi-aventis on June 30, 2009, which was the second critical step in the sanofi-aventis relationship, our board of directors awarded Mr. Shortall a discretionary bonus payment of A$150,000  for fiscal 2009.

Jeff Carter, Former Chief Financial Officer

Mr. Carter served as our Chief Financial Officer from February 2005 until December 2008. As our Chief Financial Officer, Mr. Carter was responsible for all financial aspects of the Company, including financial reporting, statutory reporting, taxation and secretarial functions. In December 2008, Mr. Calvert replaced Mr. Carter as our Chief Financial Officer.

The key elements of compensation for Mr. Carter while he served as our Chief Financial Officer during fiscal 2009 were as follows:

• Annual salary of A$200,000, subject to annual review.

• Incentive compensation awards in respect of each financial year of up to A$25,000, as determined at the discretion of our Chief Executive Officer, subject to satisfaction of KPIs.

45

Our Chief Executive Officer determined that Mr. Carter met his KPIs to receive full payment of his incentive compensation award for fiscal 2009 notwithstanding the fact that he served as our Chief Financial Officer for only half of the fiscal year. Our Chief Executive Officer and board of directors also determined to award Mr. Carter an additional discretionary bonus of A$82,500 in recognition of his achievements in transitioning the Company’s financial reporting systems from Australia to the United States.

When the Company made Mr. Carter redundant as its Chief Financial Officer in connection with the relocation of the Company’s operations to the United States, we paid him a severance amount equal to nine months of his annual salary pursuant to the terms of his employment agreement.

Effective February 1, 2009, we entered into a consultancy agreement with Joblak Pty Ltd. under which Mr. Carter will provide to us, among other services, corporate secretarial services. Mr. Carter, through Joblak Pty Ltd., will receive compensation of $20,000 per month for the consulting services. The consultancy agreement may be terminated by either party by giving two months’ advance notice.

Daniel Calvert, Chief Financial Officer

As Chief Financial Officer, Mr. Calvert is responsible for all financial aspects of the Company, including financial reporting, statutory reporting and taxation. The key elements of compensation for Mr. Calvert under the terms of his employment offer letter in effect for fiscal 2009 are as follows:

• Annual salary of $160,000, subject to annual review.

• Incentive compensation awards in respect of calendar year 2009 (and a pro rata amount for services performed for December 2008) of up to 40 percent of base salary, subject to satisfaction of KPIs.

• A grant of 250,000 stock options.

• Reimbursement of relocation and temporary living expenses.

The employment offer letter with Mr. Calvert became effective on December 1, 2008, and did not have a specified term. The employment offer letter was superseded by an employment agreement effective November 10, 2009, which provides for the same cash compensation package and which is for an initial term expiring on December 31, 2012, subject to automatic renewal for successive one-year periods unless a non-renewal notice is given.

Our Chief Executive Officer determined that Mr. Calvert met his KPIs to receive full payment of his incentive compensation award for December 2008 and the six-month period ending June 30, 2009.

46

Eugene Shortall, Senior Vice President of RTFS

As Senior Vice President of RTFS, Eugene Shortall is responsible for overall management of the project related to the design, development and production of our ready-to-fill syringe. During fiscal 2009, Eugene Shortall provided these services to us under the terms of a consultancy agreement between us and Medical Middle East Ltd. This consultancy agreement has been superseded by an employment agreement between us and Eugene Shortall that became effective November 10, 2009, and is for an initial term expiring on December 31, 2012, subject to automatic renewal for successive one-year periods unless a non-renewal notice is given.

The key elements of compensation for Eugene Shortall under the terms of the consultancy agreement in effect for fiscal 2009 are as follows:

• Monthly consulting fee of A$20,000 (A$240,000 per year).

In addition to the monthly consulting fee, our Chief Executive Officer determined that Eugene Shortall satisfied his KPIs set for fiscal 2009 and provided Medical Middle East Ltd. with additional payments of A$30,000 and $19,500 to be paid to Eugene Shortall as incentive compensation awards for managing the ready-to-fill syringe project in such a manner that the Company earned and received the milestone payments from sanofi-aventis.

Under the terms of his new employment agreement, Mr. Shortall receives an annual base salary of $240,000. The employment agreement also provides that Mr. Shortall is eligible to participate in the company’s bonus plan and benefits programs and is entitled to certain termination benefits (as described in “—Potential Payments upon Termination of Changes in Control”), which provisions were not available to Mr. Shortall under the consultancy agreement.

Bernhard Opitz, Senior Vice President of Operations

As Senior Vice President of Operations, Mr. Opitz is responsible for overseeing all aspects of operational activities, including manufacturing, supply chain and engineering. The key elements of compensation for Mr. Opitz under the terms of his employment offer letter in effect for fiscal 2009 are as follows:

• Annual salary of $210,000, subject to annual review.

• Incentive compensation awards in respect of calendar year 2009 (and a pro rata amount for services performed for December 2008) of up to $63,000, subject to satisfaction of KPIs.

• A grant of 250,000 stock options.

• Reimbursement of relocation and temporary living expenses.

47

The employment offer letter with Mr. Opitz became effective on December 2, 2008, and did not have a specified term. The employment offer letter was superseded by an employment agreement effective November 10, 2009, which provides for the same cash compensation package and which is for an initial term expiring on December 31, 2012, subject to automatic renewal for successive one-year periods unless a non-renewal notice is given.

Our Chief Executive Officer determined that Mr. Opitz met his KPIs to receive full payment of his incentive compensation award for December 2008 and the six-month period ending June 30, 2009.

Stephen Allan, Vice President of Marketing and Communications

As Vice President of Marketing and Communications, Mr. Allan is responsible for the global marketing of our products and other communications functions. During fiscal 2009, we did not have a written employment agreement in place with Mr. Allan but the terms of his employment upon relocating to the United States were negotiated at arms’ length with our Chief Executive Officer. The key elements of compensation for Mr. Allan as in effect during fiscal 2009 are as follows:

• Annual salary of $150,000, subject to annual review.

• Incentive compensation awards in respect of each calendar year of up to 20 percent of base salary, subject to satisfaction of KPIs.

• A one-time housing allowance of $60,000 for his relocation from Australia to the United States in January 2009.

Mr. Allan’s base salary was paid in Australian dollars for the first half of fiscal 2009. In January 2009, after he relocated to the United States, he began receiving payment of his base salary in United States dollars. At the time of this change, the values of the United States and Australian dollars were relatively equivalent but the exchange rate began to diverge later in the year, accounting for the differential between the agreement rate and the amount reported in the summary compensation table.

Our Chief Executive Officer determined that Mr. Allan met his KPIs to receive full payment of his incentive compensation awards for the six-month period ending December 31, 2008 and the six-month period ending June 30, 2009.

We entered into an employment agreement with Mr. Allan effective on November 10, 2009 to memorialize the terms of his employment with us after his relocation to the United States. The employment agreement is for an initial term expiring on December 31, 2012, subject to automatic renewal for successive one-year periods unless a non-renewal notice is given.

The following table provides information regarding all plan-based awards made to our named executives during the year ended June 30, 2009:

Grants of Plan-Based Awards
For the year ended June 30, 2009 *
			Estimated
			Future Payouts					All Option
			Under Non-Equity			All Other Stock		Awards:				Grant Date
			Incentive Plan			Awards:		Number of		Exercise or		Fair Value of
			Awards			Number of		Securities		Base Price or		Stock and
			Target			Shares of Stock		Underlying		Option Awards		Option Awards
Name and Position	Grant Date		($)			or Units		Options		($) (1)		($)
Alan Shortall		11/28/08		—			1,666,667		—		—		1,810,800
Chief Executive Officer		11/28/08		—			—		1,250,000		1.62		1,408,400
		—		166,098			—		—		—		—
Jeff Carter		—		24,090			—		—		—		—
Former Chief Financial Officer
Daniel Calvert		12/2/08		—			—		250,000		1.62		277,656
Chief Financial Officer		—		69,333	(2)		—		—		—		—
Eugene Shortall		—		41,941	(3)		—		—		—		—
Senior Vice President of RTFS
Bernhard Opitz		12/2/08		—			—		250,000		1.62		277,656
Senior Vice President of Operations		—		68,250	(4)		—		—		—		—
Stephen Allan		9/1/08		—			—		166,667		1.44		225,344
Vice President of Marketing and Communications		—		13,000	(5)		—		—		—		—

*	Includes only those columns relating to grants awarded to the named executives in fiscal 2009. All other columns have been omitted.
(1)	All stock option awards are issued with an exercise price in Australian dollars. Amounts were converted using the exchange rate at June 30, 2009 of A$1.00 = US$0.8048.
(2)	Mr. Calvert has served as our Chief Financial Officer since December 2008. Pursuant to Mr. Calvert’s employment agreement, he was eligible to receive, subject to satisfaction of specified KPIs, an incentive compensation payment, payable on June 30, 2009, of up to 3.33% of his base salary for his services performed in December 2008 and incentive compensation of up to 40% of his base salary for services performed during calendar year 2009, payable in two installments on June 30, 2009 and December 31, 2009.
(3)	Mr. Shortall was eligible to receive as communicated to him verbally, and subject to satisfaction of specified KPIs, incentive compensation payments of up to $30,000 and $19,500, all of which was payable during fiscal 2009.
(4)	Mr. Opitz has served as our Senior Vice President of Operations since December 2008. Pursuant to Mr. Opitz’s employment offer letter, he was eligible to receive, subject to satisfaction of specified KPIs, an incentive compensation payment, payable on June 30, 2009, of up to $5,250 for his services performed in December 2008 and incentive compensation of up to $63,000 for services performed during calendar year 2009, payable in two installments on June 30, 2009 and December 31, 2009.
(5)	Mr. Allan became our Vice President of Marketing and Communications in October 2008 and relocated to the United States in early 2009. Mr. Allan was eligible to receive, subject to satisfaction of specified KPIs, an incentive compensation payment of up to 20 percent of his base salary for calendar year 2009. Amounts earned will be paid during the first quarter of calendar year 2010.

48

During the year ended June 30, 2009, no options were exercised and no stock awards vested.

The following table provides information regarding all outstanding equity awards for our named executives as of June 30, 2009:

Outstanding Equity Awards
As of June 30, 2009*
	Option Awards
	Number of		Number of
	Securities		Securities
	Underlying		Underlying
	Unexercised		Unexercised
	Options (#		Options (#		Option Exercise		Option
Name and Position	Exercisable)		Unexercisable)		Price ($) (1)		Expiration Date
Alan Shortall
Chief Executive Officer		—		1,250,000		1.62		09/30/13
Jeff Carter
Former Chief Financial Officer		333,333		83,333		1.20		12/31/10
Daniel Calvert
Chief Financial Officer		83,333		166,667		1.62		06/30/12
Eugene Shortall
Senior Vice President of RTFS		100,000		25,000		1.68		12/31/10
Bernhard Opitz
Senior Vice President of Operations		83,333		166,667		1.62		06/30/12
Stephen Allan
Vice President of Marketing and Communications		9,167		—		9.18		12/31/09
		83,333		—		1.20		12/31/09
		—		166,667		1.44		06/30/12

*	Includes only those columns which are applicable.
(1)	All option awards were issued with an exercise price in Australian dollars. Amounts were converted using the exchange rate at June 30, 2009 of A$1.00 = US$0.8048.
(2)	The market value of all stock awards is based upon the closing price of our common stock of A$0.31 on June 30, 2009 converted at the exchange rate on June 30, 2009 of A$1.00 = US$0.8048.

In connection with the redomiciliation transaction, our shareholders approved the adoption of the 2009 Stock Incentive Plan. On November 20, 2009, our compensation committee approved a new incentive package for Mr. Alan Shortall, our Chief Executive Officer, which package includes the issuance of 1,166,000 shares of restricted stock and 834,000 options to purchase common stock under our 2009 Stock Incentive Plan. The new incentive package was subject to the approval by the shareholders of UMSL. UMSL sharesholders approved the package on January 8, 2010 and the shares and options will be issued on February 3, 2010.

The shares of our restricted stock are subject to vesting based on the achievement of the following performance milestones: 233,200 restricted shares will vest upon the signing of supply agreements with sanofi-aventis for 100 million or more Unifill syringes. 233,200 restricted shares will vest upon the signing of the first new agreement for the Unifill syringe with a pharmaceutical company other than sanofi-aventis or its affiliates. 233,200 restricted shares will vest upon the signing of an agreement with any pharmaceutical company, including sanofi-aventis, for a new product (other than the Unifill syringe). 233,200 restricted shares will vest upon the installation of the first Unifill syringe production line into a clean room in our new facility, including the successful operation qualification of the line. 233,200 restricted shares will vest upon the first shipment of production quality sterile Unifill syringes to sanofi-aventis from a commercial production line.

The options to purchase our common stock have an exercise price equal to six times the closing price on ASX of our CDI’s (each CDI representing one-sixth of one share of our common stock) on the date of grant and are exercisable for five years from the date of grant. The options will vest as follows: 250,000 options will vest upon our share price reaching $9.45 or more for a minimum of 20 out of any 30 consecutive trading days, 250,000 options will vest upon our share price reaching $12.15 or more for a minimum of 20 out of any 30 consecutive trading days and 334,000 options will vest upon our share price reaching $17.82 or more for a minimum of 20 out of any 30 consecutive trading days.

Potential Payments Upon Termination or Changes in Control

We have entered into employment and consulting agreements with our named executives. Below is a summary of the material termination and change in control provisions.

49

Alan Shortall, Chief Executive Officer

The employment agreement with Mr. Shortall has a term of three years commencing on July 1, 2008. The employment agreement may be terminated by, among other circumstances, one party giving the other three months’ prior written notice (or by paying Mr. Shortall three months of his total annual salary in lieu of the written notice). If Mr. Shortall’s employment is terminated without cause prior to the first anniversary of his relocation to the United States on February 6, 2009, he will receive severance equal to 15 months of his annual salary; if Mr. Shortall is terminated without cause after February 6, 2010, he will receive severance equal to nine months of his annual salary. Certain non-competition obligations, as specified in the employment agreement, apply to Mr. Shortall during his employment and within certain periods thereafter (ranging from six to 24 months depending on the specific non-competition obligations). We also have an obligation to pay for the relocation of Mr. Shortall and his dependents back to Australia, including moving his personal and household effects, at the end of his employment with Unilife in the United States. Assuming Mr. Shortall was so terminated as of June 30, 2009, he would have been entitled to receive severance in the amount of A$525,000, 15 months of his annual salary.

50

Jeff Carter, Former Chief Financial Officer

During January 2009, we made Mr. Carter redundant as our Chief Financial Officer and paid him severance in the amount of A$180,000, which was equal to nine months of his annual salary. Mr. Carter has remained on our board of directors and as our Company Secretary and as a consultant. We have entered into a consulting agreement with Mr. Carter, under which Mr. Carter receives a minimum compensation of A$20,000 per month for his consulting services.

Daniel Calvert, Chief Financial Officer

We entered into an employment offer letter with Mr. Calvert in November 2008 that was superseded by an employment agreement entered into in November 2009. Mr. Calvert’s employment offer letter, which was in effect on June 30, 2009, entitled him to receive severance consisting of six months of his annual salary if we terminated his employment other than for cause or inability to perform his duties.

Under Mr. Calvert’s current employment agreement, if we terminate Mr. Calvert’s employment without cause or elect not to renew the employment agreement, he will receive severance consisting of six months of his annual salary and payment for the cost of his COBRA health care continuation coverage for six months. Certain non-competition obligations, as specified in the employment agreement, apply to Mr. Calvert during his employment and for two years thereafter. Assuming Mr. Calvert’s current employment agreement was in effect as of June 30, 2009, and his employment was terminated without cause on that date, he would have been entitled to receive severance totaling $83,762, consisting of $80,000 (six months of his annual salary) and $3,762 (cost of his COBRA health care continuation coverage for six months).

In the event that Mr. Calvert’s employment is terminated coincident with or following a change in control of Unilife, then, in lieu of the severance described immediately above, Mr. Calvert is entitled to (i) 18 months of his annual salary, (ii) payment for the cost of his COBRA health care continuation coverage for 18 months, (iii) payment of an amount equal to the bonus, if any, earned by and paid to him for the prior completed fiscal year, and (iv) all of his outstanding options vesting immediately upon such termination. Assuming Mr. Calvert’s employment was so terminated as of June 30, 2009, and his current employment agreement was in effect as of that date, he would have been entitled to receive severance totaling $288,620, consisting of (i) $240,000 (18 months of his annual salary), (ii) $11,287 (cost of his COBRA health care continuation coverage for 18 months), and (iii) $37,333 (the bonus paid to him for the prior completed fiscal year). In addition, 166,667 unvested options would have vested.

51

Eugene Shortall, Senior Vice President of RTFS

We entered into an employment agreement with Mr. Shortall in November 2009. Under the terms of the employment agreement, if we terminate Mr. Shortall’s employment without cause or elect not to renew the employment agreement, he will receive severance consisting of six months of his annual salary and payment for the cost of his COBRA health care continuation coverage for six months. Certain non-competition obligations, as specified in the employment agreement, apply to Mr. Shortall during his employment and for two years thereafter. Assuming Mr. Shortall’s employment agreement was in effect as of June 30, 2009, and his employment was terminated without cause on that date, he would have been entitled to receive severance totaling $123,083, consisting of $120,000 (six months of his annual salary) and $3,083 (cost of his COBRA health care continuation coverage for six months).

In the event that Mr. Shortall’s employment is terminated coincident with or following a change in control of Unilife, then, in lieu of the severance described immediately above, Mr. Shortall is entitled to (i) 18 months of his annual salary, (ii) payment for the cost of his COBRA health care continuation coverage for 18 months, (iii) payment of an amount equal to the bonus, if any, earned by and paid to him for the prior completed fiscal year, and (iv) all of his outstanding options vesting immediately upon such termination. Assuming Mr. Shortall’s employment was so terminated as of June 30, 2009, and his employment agreement was in effect as of that date, he would have been entitled to receive severance totaling $411,189, consisting of (i) $360,000 (18 months of his annual salary), (ii) $9,248 (cost of his COBRA health care continuation coverage for 18 months), and (iii) $41,941 (the bonus paid to him for the prior completed fiscal year). In addition, 25,000 unvested options would have vested. We also have an obligation to pay for the relocation of Mr. Shortall and his dependents to France or Kuwait, including moving his personal and household effects, at the end of his employment with Unilife in the United States.

52

Bernhard Opitz, Senior Vice President of Operations

We entered into an employment offer letter with Mr. Opitz in November 2008 that was superseded by an employment agreement entered into in November 2009. Mr. Opitz’s employment offer letter, which was in effect on June 30, 2009, entitled him to receive severance consisting of nine months of his annual salary if we terminated his employment other than for cause or disability.

Under Mr. Opitz’s current employment agreement, if we terminate Mr. Opitz’s employment without cause or elect not to renew the employment agreement, he will receive severance consisting of nine months of his annual salary and payment for the cost of his COBRA health care continuation coverage for nine months. Certain non-competition obligations, as specified in the employment agreement, apply to Mr. Opitz during his employment and for two years thereafter. Assuming Mr. Opitz’s current employment agreement was in effect as of June 30, 2009, and his employment was terminated without cause on that date, he would have been entitled to receive severance totaling $163,167, consisting of $157,500 (nine months of his annual salary) and $5,667 (cost of his COBRA health care continuation coverage for nine months).

In the event that Mr. Opitz’s employment is terminated coincident with or following a change in control of Unilife, then, in lieu of the severance described immediately above, Mr. Opitz is entitled to (i) 18 months of his annual salary, (ii) payment for the cost of his COBRA health care continuation coverage for 18 months, (iii) payment of an amount equal to the bonus, if any, earned by and paid to him for the prior completed fiscal year, and (iv) all of his outstanding options vesting immediately upon such termination. Assuming Mr. Opitz’s employment was so terminated as of June 30, 2009, and his current employment agreement was in effect as of that date, he would have been entitled to receive severance totaling $363,083, consisting of (i) $315,000 (18 months of his annual salary), (ii) $11,333 (cost of his COBRA health care continuation coverage for 18 months), and (iii) $36,750 (the bonus paid to him for the prior completed fiscal year). In addition, 166,667 unvested options would have vested.

Stephen Allan, Vice President of Marketing and Communications

53

We entered into an employment agreement with Mr. Allan in November 2009. Under the terms of the employment agreement, if we terminate Mr. Allan’s employment without cause or elect not to renew the employment agreement, he will receive severance consisting of six months of his annual salary and payment for the cost of his COBRA health care continuation coverage for six months. Certain non-competition obligations, as specified in the employment agreement, apply to Mr. Allan during his employment and for two years thereafter. Assuming Mr. Allan’s employment agreement was in effect as of June 30, 2009, and his employment was terminated without cause on that date, he would have been entitled to receive severance totaling $80,896, consisting of $75,000 (six months of his annual salary) and $5,896 (cost of his COBRA health care continuation coverage for six months).

In the event that Mr. Allan’s employment is terminated coincident with or following a change in control of Unilife, then, in lieu of the severance described immediately above, Mr. Allan is entitled to (i) 18 months of his annual salary, (ii) payment for the cost of his COBRA health care continuation coverage for 18 months, (iii) payment of an amount equal to the bonus, if any, earned by and paid to him for the prior completed fiscal year, and (iv) all of his outstanding options vesting immediately upon such termination. Assuming Mr. Allan’s employment was so terminated as of June 30, 2009, and his employment agreement was in effect as of that date, he would have been entitled to receive severance totaling $290,868, consisting of (i) $225,000 (18 months of his annual salary), (ii) $17,688 (cost of his COBRA health care continuation coverage for 18 months), and (iii) $48,180 (the bonus paid to him for the prior completed fiscal year). In addition 116,667 unvested options would have vested. We also have an obligation to pay for the relocation of Mr. Allan and his dependents back to Australia, including moving his personal and household effects, at the end of his employment with Unilife in the United States.

DIRECTOR COMPENSATION

The following table provides information regarding the total compensation that UMSL paid or awarded to its non-employee directors during the year ended June 30, 2009. Directors of UMSL who are also employees do not receive compensation for their services as directors.

Director Compensation
	Fees Earned							Nonqualified
	or Paid in			Stock		Option		Deferred		All Other
	Cash			Awards		Awards		Compensation		Compensation		Total
Name	($)			($)		($) (1)		Earnings($)(2)		($)		($)
Jim Bosnjak		89,764	(3)		—		66,365		8,079		—		164,208
William Galle		52,500			—		43,986		—		—		96,486
Jeff Carter		13,626	(4)		—				1,458		—		15,084

(1)	All option awards were issued with an exercise price in Australian dollars. Amounts were converted using the exchange rate at June 30, 2009 of A$1.00 = US$0.8048. The amount referenced is calculated using the Black-Scholes pricing model. See footnote 3 of our consolidated financial statements contained elsewhere in this registration statements.
(2)	Statutory contributions of 9% of fees to a superannuation fund (i.e., pension) for Australian directors only.
(3)	Mr. Bosnjak’s fees represent A$120,000 paid in Australian dollars. Amounts were converted using the average exchange rate during the applicable period.
(4)	Mr. Carter’s fees represent A$18,930 paid in Australian dollars. Amounts were converted using the average exchange rate during the applicable period. This amount represents fees earned solely for serving as a director. For Mr. Carter’s other compensation, see — “Compensation of Named Executive Officers.”

During fiscal 2009, we paid each of our three non-employee directors different amounts of cash compensation. The levels of cash compensation were based on what our board believed was appropriate for a company of our size, with recognition given to the amount of time a particular director was required to spend on Company matters and the director’s length of board service. We paid Mr. Bosjnak an annual cash fee of A$120,000 for all of his services as a director, including his service as chairman of the board. We did not compensate him separately for attendance at meetings or for service on board committees. Mr. Bosjnak received the highest level of cash compensation in recognition of his long standing board service and the significant amount of time he spent on the Company’s affairs.

Mr. Galle was also paid an annual fee with no separate meeting or committee fees. His level of compensation was determined by negotiation between our Chief Executive Officer and Mr. Galle at the time he joined the board.

Mr. Carter was also paid an annual cash fee with no separate meeting fees.

The amount under “Option Awards” represents share-based compensation expense in respect of (i) 166,667 options granted to Mr. Bosjnak in each of fiscal 2008 and 2009 at exercise prices of A$1.50 and A$1.98, respectively and (ii) 91,667 options granted to Mr. Galle in fiscal 2009 at an exercise price of A$2.10.

In January 2010, UMSL issued options to purchase ordinary shares to three members of the board of directors, Jeff Carter, John Lund and William Galle. Each of these board members received 100,000 options exercisable at A$7.20 per share for a period of five years from the date of grant. The options will vest as follows: 16,667 options vested on the date of grant, 25,000 options will vest on the 12 month anniversary from the date of grant, 25,000 options will vest on the 24 month anniversary from the date of grant and 33,333 options will vest on the 36 month anniversary from the date of grant. The issuance of these options was approved by UMSL shareholders on January 8, 2010.

54

Item 7. Certain Relationships and Related Transactions, and Director Independence

Certain Relationships and Related Party Transactions

During the last three fiscal years, we have been a party to the following transaction in which the amount involved exceeded $120,000 and in which any director, executive officer, holder of more than 5% of our capital stock, or their immediate family members, had a material interest.

On January 22, 2009, we entered into a consulting agreement with Jeff Carter, a member of our board of directors and former Chief Financial Officer. Under the terms of the agreement, Mr. Carter will perform finance, accounting and secretarial consulting services in Australia. The agreement had an initial term of seven months that expired on September 30, 2009 and was extended for a six month term expiring on March 31, 2010. Under the agreement, we will pay Mr. Carter a fee for the consulting services of A$20,000 per month.

We review all relationships and transactions in which we and our directors and executive officers or their immediate family members are participants to determine whether such persons have a direct or indirect material interest. Our Chief Executive Officer and Chief Financial Officer are primarily responsible for the development and implementation of processes and controls to obtain information from the directors and executive officers with respect to related party transactions. Our audit committee reviews and approves or ratifies any related party transaction pursuant to the authority given under the charter of the audit committee.

Director Independence

Our board of directors currently consists of five members: Jim Bosnjak, Alan Shortall, John Lund, William Galle and Jeff Carter. Our board of directors has an audit committee, a compensation committee and a nominating and corporate governance committee, each consisting of Jim Bosnjak, John Lund and William Galle. Our board of directors has determined that each of Jim Bosnjak, John Lund, and William Galle is ‘independent” within the meaning of Rule 10A-3 under the Exchange Act and the Nasdaq listing standards.

Item 8. Legal Proceedings

In the ordinary course of our business, we may be subject to various claims, pending and potential legal actions for damages, investigations relating to governmental laws and regulations and other matters arising out of the normal conduct of our business. We are not aware of any material pending legal proceedings to which we or any of our subsidiaries is a party or of which any of our properties is the subject.

Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters

Market Information

UMSL’s ordinary shares were traded on the ASX under the trading symbol “UNI” from November 1, 2002 until January 15, 2010. Upon the completion of the redomiciliation; we replaced UMSL as the listed entity on the ASX and, commencing on January 27, 2010 our shares of common stock began trading on the ASX in the form of CDIs, each representing one-sixth of a share of our common stock.

The following table sets forth, for the periods indicated, the high and low closing prices of UMSL’s ordinary shares (and commencing on January 27, 2010, our CDIs) as reported on the ASX, in Australian dollars and as converted into United States dollars. These share prices do not reflect the one for six share consolidation in connection with the redomiciliation and represents actual high and low closing prices of UMSL ordinary shares.

	High		Low		High		Low
Period	(AU$)		(AU$)		(US$)		(US$)
Fiscal Year 2010:
Third Quarter (January 18 – January 29)-CDIs		1.50		1.29		1.35		1.15
Third Quarter (through January 15, 2010)-ordinary shares		1.05		0.90		0.98		0.84
Second Quarter		1.18		0.88		1.05		0.78
First Quarter		1.38		0.31		1.20		0.27
Fiscal Year 2009:
First Quarter		0.41		0.25		0.34		0.21
Second Quarter		0.29		0.18		0.20		0.12
Third Quarter		0.28		0.23		0.19		0.16
Fourth Quarter		0.31		0.25		0.25		0.20
Fiscal Year 2008:
First Quarter		0.31		0.20		0.28		0.18
Second Quarter		0.40		0.25		0.35		0.22
Third Quarter		0.36		0.21		0.33		0.19
Fourth Quarter		0.46		0.23		0.44		0.22

All currency conversions are based on the prevailing Australian dollar to the U.S. dollar rate on the last day of each respective quarter.

55

As of January 15, 2010, we had 52,617,769 shares of common stock issued and outstanding, and there were 8,888 holders of record of our common stock. In addition, on February 3, 2010, we will issue 1,166,000 shares of restricted stock to our Chief Executive Officer pursuant to an incentive award. After the redomiciliation transaction which was conducted in reliance upon the exemption from registration provided under Section 3(a)(10) of the Securities Act, approximately 49,361,627 shares of our common stock will be freely tradable and commencing 90 days after the effectiveness of this registration statement, approximately 4,422,142 shares of our common stock will be eligible for resale pursuant to Rule 144. Mr. Alan Shortall, our CEO and director, has agreed, with certain limited exceptions, not to transfer or otherwise dispose of 833,333 shares of our common stock held by him until October 26, 2010.

As of the date of this registration statement, 9,596,422 shares of our common stock were subject to outstanding stock options. In addition, on February 3, 2010, we will issue 834,000 options to our Chief Executive Officer pursuant to an incentive award. We plan to file a registration statement on Form S-8 to cover the issuance of 9,862,500 shares of our common stock that are issuable upon exercise of outstanding options or options that may be issued in the future under our employee benefit plans.

We have submitted a listing application to the Nasdaq Capital Market for listing of our common stock. There can be no assurance that the listing application will be approved or that a U.S. trading market for our common stock will develop.

Dividends

We currently intend to retain any earnings to finance research and development and the operation and expansion of our business and do not anticipate paying any cash dividends for the foreseeable future. The declaration and payment of any dividends in the future by us will be subject to the sole discretion of our board of directors and will depend upon many factors, including our financial condition, earnings, capital requirements of our operating subsidiaries, covenants associated with certain of our debt obligations, legal requirements, regulatory constraints and other factors deemed relevant by our board of directors. Moreover, if we determine to pay any dividend in the future, there can be no assurance that we will continue to pay such dividends. In addition, under our bank financing agreements, we are not permitted to pay cash dividends without the prior written consent of the lender.

ASX-Required Disclosure Regarding Corporations Act 2001 (Cth) and Repurchases of Securities

We are not subject to Chapters 6, 6A, 6B and 6C of the Corporations Act dealing with the acquisition of our shares (in particular, relating to substantial shareholdings and takeovers).

Under the Delaware General Corporation Law, we are generally permitted to purchase or redeem our outstanding shares out of funds legally available for that purpose without obtaining stockholder approval, provided that (i) our capital is not impaired; (ii) such purchase or redemption would not cause our capital to become impaired; (iii) the purchase price does not exceed the price at which the shares are redeemable at our option and (iv) immediately following any such redemption, we shall have outstanding one or more shares of one or more classes or series of stock, which shares shall have full voting powers.  Our certificate of incorporation does not create any further limitation on our purchase or redemption of our shares.

Equity Compensation Plan Information

The following table provides information as of June 30, 2009 with respect to our equity compensation plans. See Note 3 to our consolidated financial statements included elsewhere is this registration statement for further information.

					Number of Securities
					Remaining Available for
	Number of Securities				Future Issuance Under
	to be Issued Upon		Weighted-Average		Equity Compensation
	Exercise of		Exercise Price of		Plans (Excluding
	Outstanding Options,		Outstanding Options,		Securities Reflected in
Plan Category	Warrants and Rights		Warrants and Rights		Column (a))
	(a)		(b)		(c)
Equity compensation plans approved by security holders
Employee Share Option Plan		4,072,500	$	1.54			(1)
2009 Stock Incentive Plan(2)		—		—		6,000,000	(3)
Agreement with individual consultant		83,333		3.00		—
Equity compensation plans not approved by security holders
Individual agreements with various consultants, advisors and other third parties		2,166,667		1.61		—
Total		6,322,500	$	1.58

(1)	Under this plan, no options can be offered if the total number of shares issuable upon exercise of such options, when aggregated with (i) the number of shares issued during the previous five years under the plan or any other similar plan available for employees and directors and (ii) the number of shares issuable upon exercise of options that are outstanding under the plan or any other similar plan available for employees and directors or that are being offered thereunder, but disregarding certain types of offers and grants, shall not exceed 5% of the total number of shares outstanding at the time of such offer. No further options will be granted under this plan.
(2)	In connection with the redomiciliation transaction, shareholders of UMSL approved this plan at an extraordinary general meeting of shareholders.
(3)	The number of shares available for issuance under the 2009 Stock Incentive Plan adjusts annually commencing on January 1, 2011 as provided therein.

56

Item 10. Recent Sales of Unregistered Securities

Issuances by UMSL:

During the past three years, UMSL has issued and sold the following securities that were not registered under the Securities Act: All of the share numbers and share option exercise prices referred to below give effect to the share consolidation we will effect in connection with the redomiciliation (one share of our common stock equals six ordinary shares of UMSL).

On January 1, 2007, in connection with its acquisition of Integrated BioSciences, Inc., a privately-held company, UMSL issued 1,833,333 ordinary shares to the selling shareholders of the acquired company. The issuance of these shares was exempt from registration pursuant to Section 4(2) of the Securities Act.

In May and June 2007, UMSL issued an aggregate of 2,303,562 ordinary shares in connection with two private placements to investors in Australia for aggregate proceeds of $2.5 million (A$3.0 million). The issuance of these shares was exempt from registration pursuant to Regulation S under the Securities Act.

During the year ended June 30, 2007, UMSL issued 3,990 ordinary shares upon the exercise of stock options for aggregate proceeds of $0.1 million (A$0.1 million). The issuance of these shares was exempt from registration pursuant to Rule 701 and/or Regulation S under the Securities Act.

On July 20, 2007, UMSL issued 2,333,333 ordinary shares in connection with a rights issue to its Australian shareholders for aggregate proceeds of $2.8 million (A$3.2 million). The issuance of these shares was exempt from registration pursuant to Regulation S under the Securities Act.

On June 27, 2008, UMSL issued 22,033 ordinary shares to certain Australian employees for no proceeds. The issuance of these shares was exempt from registration pursuant to Rule 701 and/or Regulation S under the Securities Act.

During the year ended June 30, 2008, UMSL issued 293,375 ordinary shares upon the exercise of stock options for aggregate proceeds of $0.4 million (A$0.4 million). The issuance of these shares was exempt from registration pursuant to Rule 701 and/or Regulation S under the Securities Act.

From time to time during 2007, 2008 and 2009, UMSL issued an aggregate of 5,666,667 ordinary shares to certain non-US noteholders in connection with the conversion of outstanding convertible notes. The issuance of these shares was exempt from registration pursuant to Section 3(a)(9) of the Securities Act.

57

On December 29, 2008, UMSL issued 1,666,667 ordinary shares to its Chief Executive Officer, subject to certain transfer restrictions. The issuance of these common shares was exempt from registration pursuant to Regulation S under the Securities Act.

On February 1, 2009, UMSL issued 45,885 ordinary shares to certain employees for no proceeds. The issuance of these shares was exempt from registration pursuant to Rule 701 and/or Regulation S under the Securities Act.

During the year ended June 30, 2009, UMSL issued 97,532 ordinary shares upon the exercise of stock options for aggregate proceeds of $0.1 million (A$0.1 million). The issuance of these shares was exempt from registration pursuant to Rule 701 and/or Regulation S under the Securities Act.

In October and November 2009, UMSL issued 6,291,535 ordinary shares and options to purchase 3,645,767 ordinary shares to certain investors, brokers, and advisors in connection with a private placement for aggregate proceeds of $29.4 million (A$32.1 million). The issuances of these shares and options were exempt from registration pursuant to Regulation S and/or Regulation D under the Securities Act.

In conjunction with the private placement referenced in the immediately preceding paragraph, on November 17, 2009, UMSL issued 4,218,338 ordinary shares to certain shareholders Australian and New Zealand for aggregate proceeds of $20.1 million (A$21.5 million) pursuant to a share purchase plan. The issuance of these shares was exempt from registration pursuant to Regulation S under the Securities Act.

On November 17, 2009, UMSL issued 35,088 ordinary shares to certain US employees in connection with the exercise of stock options for aggregate proceeds of $0.2 million. The issuance of these shares was exempt from registration pursuant to Rule 701 under the Securities Act.

On November 17, 2009, UMSL issued an aggregate of 3,333,333 ordinary shares to four founders of UMSL pursuant to an agreement between UMSL and the founders, which required UMSL to issue certain number of shares to the founders depending on the results of operations of the UMSL. These shares were in full satisfaction of UMSL obligations to the founders.The issuance of these shares was exempt from registration pursuant to Regulation S under the Securities Act.

During the six months ended December 31, 2009, UMSL issued 1,280,341 ordinary shares upon the exercise of stock options for aggregate proceeds of $1.7 milllion (A$2.0 million). The issuance of these shares was exempt from registration pursuant to Rule 701 and/or Regulation S under the Securities Act.

On January 14, 2010, UMSL issued an aggregate of 833,333 ordinary shares to two inventors of certain of our technology. The issuance of these shares was exempt from registration pursuant to Regulation S under the Securities Act.

Issuances by Unilife Corporation:

Since our incorporation in July 2009, we have issued and sold the following securities that were not registered under the Securities Act:

In connection with our incorporation and initial organization, we issued 100 shares of common stock to UMSL for a total consideration of $1.00, which was exempt from registration pursuant to Regulation S under the Securities Act.

On January 27, 2010, pursuant to two separate schemes of arrangement under Australian law, Unilife Corporation issued shares of common stock and options to purchase shares of common stock in exchange for outstanding UMSL ordinary shares and options to purchase UMSL ordinary shares. The schemes of arrangement were approved by the Australian Federal Court and by UMSL shareholders and option holders. The issuances were exempt from registration pursuant to Section 3(a)(10) of the Securities Act.

58

Item 11. Description of Registrant’s Securities to be Registered

The following description of our capital stock is a summary only and is qualified in its entirety by reference to our Certificate of Incorporation and Bylaws, which are included as Exhibits 3.1 and 3.2 of this registration statement.

Common Stock

We are authorized to issue up to 250,000,000 shares of common stock, US$0.01 par value per share.

Holders of our common stock are entitled to receive dividends when and as declared by our board of directors out of funds legally available.

Holders of our common stock are entitled to one vote for each share on all matters voted on by stockholders, including the election of directors.

Holders of our common stock do not have any conversion, redemption or preemptive rights. In the event of our dissolution, liquidation or winding up, holders of our common stock are entitled to share ratably in any assets remaining after the satisfaction in full of the prior rights of creditors and the aggregate liquidation preference of any preferred stock then outstanding. The rights, preferences and privileges of the holders of our common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that we may designate and issue in the future.

All outstanding shares of our common stock are fully paid and non-assessable.

Preferred Stock

We are authorized to issue up to 50,000,000 shares of preferred stock, US$0.01 par value per share. We may issue any class of preferred stock in any series. Our board of directors has the authority to establish and designate series, and to fix the number of shares included in each such series and the variations in the relative rights, preferences and limitations as between series, provided that, if the stated dividends and amounts payable on liquidation are not paid in full, the shares of all series of the same class shall share ratably in the payment of dividends including accumulations, if any, in accordance with the sums which would be payable on such shares if all dividends were declared and paid in full, and in any distribution of assets other than by way of dividends in accordance with the sums which would be payable on such distribution if all sums payable were discharged in full. Shares of each series when issued shall be designated to distinguish the shares of each series from shares of all other series.

59

Anti-Takeover Effects of Certain Provisions of Delaware Law and Our Certificate of Incorporation and Bylaws

Certain provisions of our Certificate of Incorporation and Bylaws may be considered as having an anti-takeover effect, such as those provisions:

• authorizing our board of directors to issue from time to time any series of preferred stock and fix the designation, powers, preferences and rights of the shares of such series of preferred stock;

• prohibiting stockholders from acting by written consent in lieu of a meeting, effective upon the implementation date (the “Implementation Date”) of the Implementation Agreement between us and UMSL;

• requiring advance notice of stockholder intention to put forth director nominees or bring up other business at a stockholders’ meeting;

• prohibiting stockholders from calling a special meeting of stockholders;

• requiring a 66²/3% majority stockholder approval in order for stockholders to amend our bylaws or adopt new bylaws; and

• providing that, subject to the rights of the holders of any series of preferred stock, the number of directors shall be fixed from time to time exclusively by our board of directors pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not there exist any vacancies in previously authorized directorships). Newly created directorships resulting from any increase in our authorized number of directors will be filled only by a majority of our board of directors then in office, even less than a quorum, or, to the extent if there are no directors, by the stockholders.

We are also subject to Section 203 of the DGCL, which in general prohibits a Delaware corporation from engaging in any business combination with any interested stockholder for a period of three years following the date that the stockholder became an interested stockholder, unless:

• prior to that date, our board of directors approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;

• upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned by (i) persons who are directors and also officers and (ii) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

• on or subsequent to that date, the business combination is approved by our board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66²/3% of the outstanding voting stock that is not owned by the interested stockholder.

In general, Section 203 defines an interested stockholder as an entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation and any entity or person affiliated with or controlling or controlled by any of these entities or persons.

The above-summarized provisions of the Delaware General Corporation Law (the “DGCL”) and our Certificate of Incorporation and Bylaws could make it more difficult to acquire us by means of a tender offer, a proxy contest or otherwise, or to remove incumbent officers and directors. These provisions are expected to discourage certain types of coercive takeover practices and takeover bids that our board of directors may consider inadequate and to encourage persons seeking to acquire control of us to first negotiate with our board of directors. We believe that the benefits of increased protection of our ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging takeover or acquisition proposals because, among other things, negotiation of these proposals could result in an improvement of their terms.

Listing

We have applied to list our common stock on the Nasdaq Capital Market under the symbol of “UNIS”. Our shares of common stock are traded on the ASX in the form of CDIs under the symbol “UNS.”

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Computershare.

60

Item 12. Indemnification of Directors and Officers

Our Certificate of Incorporation provides that, to the fullest extent permitted by the DGCL, our directors shall not be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director. Our Bylaws provide that, to the fullest extent permitted by Delaware law, we will indemnify, and advance expenses to, a director or officer in an action brought by reason of the fact that the director or officer is or was our director or officer, or is or was serving at our request as a director or officer of any other entity, against all expenses, liability and loss reasonably incurred or suffered by such person in connection therewith. We may maintain insurance to protect a director or officer against any expense, liability or loss, whether or not we would have the power to indemnify such person against such expense, liability or loss under Delaware law.

The limitation of liability and indemnification provisions in our Certificate of Incorporation and Bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivative litigation against our directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. However, these provisions do not limit or eliminate our rights, or those of any stockholder, to seek non-monetary relief such as injunction or rescission in the event of a breach of a director’s duty of care. The provisions will not alter the liability of directors under the federal securities laws. In addition, your investment may be adversely affected to the extent that, in a class action or direct suit, we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions. There is currently no pending litigation or proceeding against any of our directors, officers or employees for which indemnification is sought.

Item 13. Financial Statements and Supplementary Data

Our consolidated financial statements appear on pages F-1 through F-31 of this registration statement.

Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

The Company has not had a change in its independent registered public accounting firm during its last two fiscal years or through the date of this filing. However, as a result of the redomiciliation into the United States, the Company intends to change its public accounting firm to a U. S. firm. This change will likely occur subsequent to the effectiveness of this Form 10 and will be appropriately reported under Form 8-K. The Company notes that it has not had any disagreements with its current public accounting firm during the last two fiscal years or through the date of this filing on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of the public accounting firm, would have caused it to make reference to the subject matter of the disagreement in connection with its report on the Company’s financial statements.

Item 15. Financial Statements and Exhibits

(a) Financial Statements

Our consolidated financial statements appear on pages F-1 through F-31 of this registration statement.

(b) Exhibits

Exhibit Number			Description
	2.1		Amended and Restated Merger Implementation Agreement dated as of September 1, 2009 between Unilife Medical Solutions Limited and Unilife Corporation +**
	2.2		Share Purchase Agreement among Unilife Medical Solutions Limited, Edward Paukovits, Jr., Keith Bocchicchio, and Daniel Adlon dated as of October 25, 2006 and amended as of September 26, 2007+**
	3.1		Certificate of Incorporation of Unilife Corporation**
	3.2		Bylaws of Unilife Corporation**
	4.1		Form of Common Stock Certificate**
	10.1		Exclusive Agreement dated as of June 30, 2008 between Unilife Medical Solutions Limited and Sanofi Winthrop Industrie**
	10.2	*	First Amendment dated as of June 29, 2009 to Exclusive Agreement dated as of June 30, 2008 between Unilife Medical Solutions Limited and Sanofi Winthrop Industrie**

61

Exhibit Number			Description
	10.3	*	Industrialization Agreement dated as of June 30, 2009 between Unilife Medical Solutions Limited and Sanofi Winthrop Industrie**
	10.4		Business Lease, dated as of August 17, 2005, between Integrated BioSciences, Inc. and AMC Delancey Heartland Partners, L.P.**
	10.5		Agreement dated as of September 15, 2003 between Integrated BioSciences, Inc. and B. Braun Medical, Inc. and amendments thereto
	10.6		Promissory Note, dated as of December 30, 2005 between Integrated BioSciences, Inc. and Commerce Bank**
	10.7		Promissory Note, dated as of August 25, 2006 between Integrated BioSciences, Inc. and Commerce Bank**
	10.8		Employment Agreement, dated as of October 26, 2008 between Unilife Medical Solutions Limited and Alan Shortall**
	10.9		Employment Agreement, dated as of February 15, 2005 between Unilife Medical Solutions Limited and Jeff Carter**
	10.10		Employment Agreement, dated as of November 10, 2009 between Unilife Medical Solutions, Inc. and Daniel Calvert**
	10.11		Employment Agreement, dated as of November 10, 2009 between Unilife Medical Solutions, Inc. and Bernhard Opitz**
	10.12		Employment Agreement, dated as of November 10, 2009 between Unilife Medical Solutions, Inc. and Mark Iampietro**
	10.13		Employment Agreement, dated as of November 10, 2009 between Unilife Medical Solutions, Inc. and Stephen Allan**
	10.14		Employment Agreement, dated as of November 10, 2009 between Unilife Medical Solutions, Inc. and Eugene Shortall**
	10.15		Consulting Agreement, dated as of January 22, 2009 between Unilife Medical Solutions Limited and Joblak Pty Ltd**
	10.16		Deed of Mutual Release, dated January 12, 2009 between Unilife Medical Solutions Limited and Jeff Carter**
	10.17		Unilife Corporation Employee Stock Option Plan**
	10.18		Unilife Corporation 2009 Stock Incentive Plan**
	10.19		Unilife Medical Solutions Limited Exempt Employee Share Plan**
	10.20		Agreement dated November 12, 2009 between Unilife Medical Solutions, Inc. and Mikron Assembly Technology
	10.21		Purchase and Mutual Indemnification Agreement dated November 16, 2009 between Unilife Cross Farm LLC and Greenspring Partners, LP**
	10.22		Offer of assistance dated October 16, 2009 from the Commonwealth of Pennsylvania to Unilife Medical Solutions and acceptance of the offer**
	10.23		Agreement Between Unilife Cross Farm LLC and L2 Architecture dated as of December 29, 2009, as amended**
	10.24		Agreement between Unilife Cross Farm LLC and HSC Builders & Construction Managers dated as of December 14, 2009, as amended**
	10.25		Development Agreement, dated December 14, 2009 between Unilife Cross Farm LLC and Keystone Redevelopment Group LLC
	10.26		Amended and Restated Operating Agreement dated December 14, 2009 of Unilife Cross Farm LLC**
	10.27		Form of Share Purchase Agreement between Unilife Medical Solutions Limited and each of the US investors in the October and November 2009 private placement**
	10.28		Form of Subscription Agreement between Unilife Medical Solutions Limited and each of the Australian investors in the October and November 2009 private placement**
	10.29		2009 Share Purchase Plan Terms and Conditions**
	10.30		Offer Letter dated November 12, 2008 from Unilife Medical Solutions Limited to Daniel Calvert
	10.31		Offer Letter dated November 20, 2008 from the Coelyn Group, on behalf of Unilife Medical Solutions Limited to Bernhard Opitz
	10.32		Consulting Agreement between Unilife Medical Solutions Limited and Medical Middle East Limited
	10.33		Option Deed, dated January 21, 2010 between Unilife Medical Solutions Limited and Edward Fine
	10.34		Deed of Settlement and Release dated October 26, 2008 among Unilife Medical Solutions Limited and Craig Thorley, Joseph Kaal, Alan Shortall and Roger Williamson
	10.35		Deed of Confirmation of Intellectual Property Rights and Confidentiality among Unilife Medical Solutions Limited, Unitract Syringe Pty Limited, Craig Thorley and Joseph Kaal
	10.36		Form of Restricted Stock Agreement under the Unilife Corporation 2009 Stock Incentive Plan between Unilife Corporation and Alan Shortall
	10.37		Form of Unilife Corporation Nonstatutory Stock Option Agreement between Unilife Corporation and Alan Shortall
	10.38		Membership Interest Purchase Agreement, dated December 14, 2009 between Unilife Cross Farm LLC and Cross Farm, LLC.
	10.39		Letter Agreement dated January 29, 2010 between sanofi-aventis and Unilife Medical Solutions.
	21		List of subsidiaries of Unilife Corporation**

+	The annexures, schedules and exhibits to this exhibit have been omitted. A copy of any omitted annexure, schedule or exhibit will be furnished to the Securities and Exchange Commission supplementally upon request.
*	Confidential treatment has been requested for certain provisions of this Exhibit pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
**	Previously filed.

62

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 2 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

	Unilife Corporation
Date: February 1, 2010	By:	/s/ Alan Shortall
		Name:	Alan Shortall
		Title:	Chief Executive Officer

63

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Unaudited Condensed Consolidated Interim Financial Statements
Condensed Consolidated Balance Sheets as of September 30, 2009 and June 30, 2009		F-2
Condensed Consolidated Statements of Operations for the three months ended September 30, 2009 and 2008		F-3
Condensed Consolidated Statement of Stockholders’ Equity and Comprehensive Income for the three months ended September 30, 2009		F-4
Condensed Consolidated Statements of Cash Flows for the three months ended September 30, 2009 and 2008		F-5
Notes to Condensed Consolidated Financial Statements		F-6
Audited Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm		F-13
Consolidated Balance Sheets as of June 30, 2009 and 2008		F-14
Consolidated Statements of Operations for the years ended June 30, 2009, 2008 and 2007		F-15
Consolidated Statements of Stockholders’ Equity and Comprehensive Income for the years ended June 30, 2009, 2008 and 2007		F-16
Consolidated Statements of Cash Flows for the years ended June 30, 2009, 2008 and 2007		F-17
Notes to Consolidated Financial Statements		F-18

F-1

UNILIFE CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(in thousands, except share data)
(unaudited)

	September 30, 2009			June 30, 2009
Assets
Current Assets:
Cash and cash equivalents	$	4,046		$	3,627
Accounts receivable		2,515			7,333
Inventories		1,613			1,097
Prepaid expenses and other current assets		322			223
Total current assets		8,496			12,280
Property, plant and equipment, net		10,867			9,137
Goodwill		10,990			10,235
Intangible assets, net		46			43
Other assets		314			517
Total assets	$	30,713		$	32,212
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable	$	567		$	1,103
Accrued expenses		5,803			6,097
Current portion of long-term debt		405			405
Deferred revenue		2,866			2,642
Total current liabilities		9,641			10,247
Long-term debt, less current portion		2,586			2,728
Deferred revenue		7,880			7,926
Total liabilities		20,107			20,901
Commitments and contingencies
Stockholders’ Equity:
Preferred stock, $0.01 par value, 50,000,000 shares authorized as of September 30, 2009; none issued or outstanding as of September 30, 2009 and June 30, 2009		—			—
Common stock, $0.01 par value, 250,000,000 shares authorized as of September 30, 2009; 37,010,802 and 36,625,802 shares issued and outstanding as of September 30, 2009 and June 30, 2009, respectively		370			366
Additional paid-in-capital		59,041			57,987
Accumulated deficit		(51,966	)		(49,902	)
Accumulated other comprehensive income		3,161			2,860
Total stockholders’ equity		10,606			11,311
Total liabilities and stockholders’ equity	$	30,713		$	32,212

See notes to the condensed consolidated financial statements.

F-2

UNILIFE CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(in thousands, except per share data)
(unaudited)

	Three months ended September 30,
	2009			2008
Revenues	$	3,108		$	2,305
Cost of sales		865			1,131
Gross profit		2,243			1,174
Operating expenses:
Research and development		399			131
Selling, general and administrative		3,742			2,422
Depreciation and amortization		255			144
Total operating expenses		4,396			2,697
Operating loss		(2,153	)		(1,523	)
Interest expense		47			125
Interest income		(5	)		(120	)
Other (income) expense, net		(131	)		88
Net loss	$	(2,064	)	$	(1,616	)
Loss per share:
Basic loss per share	$	(0.06	)	$	(0.05	)
Diluted loss per share	$	(0.06	)	$	(0.05	)

See notes to the condensed consolidated financial statements.

F-3

UNILIFE CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Stockholders’ Equity and Comprehensive Income
(in thousands, except share data)
(unaudited)

										Accumulated
					Additional-					Other
	Common Stock				Paid-In		Accumulated			Comprehensive
	Shares		Amount		Capital		Deficit			Income (Loss)		Total
Balance as of July 1, 2009		36,625,802	$	366	$	57,987	$	(49,902	)	$	2,860	$	11,311
Comprehensive loss:
Net loss		—		—		—		(2,064	)		—		(2,064	)
Foreign currency translation		—		—		—		—			301		301
Comprehensive loss													(1,763	)
Share-based compensation expense		—		—		570		—			—		570
Issuance of common stock upon exercise of stock options		385,000		4		484		—			—		488
Balance as of September 30, 2009		37,010,802	$	370	$	59,041	$	(51,966	)	$	3,161	$	10,606

See notes to the condensed consolidated financial statements.

F-4

UNILIFE CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)

	Three months ended September 30,
	2009			2008
Cash flows from operating activities:
Net loss	$	(2,064	)	$	(1,616	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		291			171
Share-based compensation expense		570			93
Changes in assets and liabilities:
Accounts receivable		5,161			230
Inventories		(516	)		308
Prepaid expenses and other current assets		(85	)		(35	)
Other assets		201			24
Accounts payable		(553	)		55
Accrued expenses		(203	)		(608	)
Deferred revenue		(683	)		12,668
Net cash provided by operating activities		2,119			11,290
Cash flows from investing activities
Purchases of property, plant and equipment		(1,735	)		(98	)
Net cash used in investing activities		(1,735	)		(98	)
Cash flows from financing activities
Proceeds from the exercise of options to purchase common stock		488			38
Principal payments on long-term debt		(142	)		(3,094	)
Net cash provided by (used in) financing activities		346			(3,056	)
Foreign currency exchange on cash		(311	)		(48	)
Net increase in cash and cash equivalents		419			8,088
Cash and cash equivalents at beginning of period		3,627			2,887
Cash and cash equivalents at end of period	$	4,046		$	10,975
Supplemental disclosure of non-cash activities
Conversion of convertible notes into common stock	$	—		$	75

See notes to the condensed consolidated financial statements.

F-5

Unilife Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(in thousands, except share and per share data)

1. Description of Business and Unaudited Financial Statements

Unilife Corporation and subsidiaries (the “Company”) is a medical device company focused on the design, development, manufacture and supply of a proprietary range of retractable syringes. The primary target customers for the Company’s products include pharmaceutical manufacturers and suppliers of medical equipment to healthcare facilities or patients who self-administer prescription medication. The Company also manufactures non-proprietary Class I and Class II medical devices, such as specialty syringes under contract for outsourcing customers.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying unaudited condensed consolidated financial statements contain all normal and recurring adjustments that, in the opinion of management, are necessary for a fair presentation for the periods presented as required by Regulation S-X, Rule 10-01. Interim results may not be indicative of results for a full year. The condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and the notes thereto contained in this registration statement for the year ended June 30, 2009.

2. Summary of Significant Accounting Policies

Principles of Consolidation

The condensed consolidated financial statements include the accounts of Unilife Medical Solutions Limited (“UMSL”) and its wholly-owned subsidiaries. Subsequent to June 30, 2009, a newly formed subsidiary, Unilife Corporation, will become UMSL’s parent holding company in a transaction described below. The condensed consolidated financial statements have been prepared in accordance with GAAP and in U.S. currency. All intercompany accounts and transactions have been eliminated in consolidation.

On September 1, 2009, UMSL announced that it entered into a Merger Implementation Agreement with Unilife Corporation, pursuant to which shareholders and optionholders of UMSL will exchange their existing interests in UMSL for equivalent interests in Unilife Corporation and Unilife Corporation will become the parent, or ultimate parent of UMSL and its subsidiaries. Each holder of UMSL ordinary shares or share options will receive one share of common stock or one stock option, of Unilife Corporation for every six UMSL ordinary shares or share options, respectively, held by such holder, unless a holder of UMSL ordinary shares elects to receive, in lieu of common stock, Chess Depository Interests, or CDI’s (each representing one-sixth of a share of the Company’s common stock) of the Company, in which case such holder will receive one CDI of Unilife Corporation for each ordinary share of UMSL. All share and per share data have been retroactively restated to reflect the one for six share consolidation. The redomiciliation transaction is subject to various conditions, including without limitation, approval by the Australian Federal Court, approval by the shareholders and optionholders of UMSL, and a report by an independent expert concluding that the redomiciliation transaction is fair, reasonable and in the best interests of the shareholders and optionholders.

As part of its subsequent events re-evaluation through February 1, 2010, the Company noted that this redomiciliation occurred as described above on January 27, 2010.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Inventories

Inventories consist primarily of plastic syringe components and include direct materials, direct labor and manufacturing overhead. Inventory is stated at the lower of cost or market, with cost determined using the first in, first out method. The Company routinely reviews its inventory for obsolete, slow moving or otherwise impaired inventory and records estimated impairments in the periods in which they occur. Inventories consist of the following:

	September 30, 2009		June 30, 2009
Raw materials	$	581	$	567
Work in process		1,032		530
Total inventories	$	1,613	$	1,097

F-6

Unilife Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(in thousands, except share and per share data)

Goodwill and Intangible Assets

Goodwill is the excess of purchase price over the value of net assets acquired in business acquisitions. Goodwill is subject to, at a minimum, an annual impairment assessment of its carrying value. Additional impairment assessments would be performed if events and circumstances warranted such additional assessments during the year. Goodwill impairment is deemed to exist if the net book value of a reporting unit exceeds its estimated fair value. Estimated fair values of the reporting units are estimated using an earnings model and a discounted cash flow valuation model. The discounted cash flow model incorporates the Company’s estimates of future cash flows, future growth rates and management’s judgment regarding the applicable discount rates used to discount those estimated cash flows. The estimated fair value of each reporting unit, if lower than the carrying value of the respective reporting unit (such carrying value determined after management allocation of certain shared assets), would then be allocated to the reporting unit’s net identifiable assets based on their respective estimated fair values. The remaining unallocated reporting unit fair value, if any, would then be compared to the carrying amount of that unit’s goodwill and, if lower, the Company would recognize an impairment charge to the extent of the deficiency. There were no impairments recorded on goodwill during the three months ended September 30, 2009 or 2008.

Definite-lived intangible assets include patents which are amortized on a straight-line basis over their estimated useful lives of 15 years. The Company reviews intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the sum of the estimated future cash flows (undiscounted) expected to result from the use and eventual disposition of an asset is less than the carrying amount of the asset, an impairment loss is recognized. Measurement of an impairment loss is based on the fair value of the asset. There were no impairments recorded on intangible assets during the three months ended September 30, 2009 or 2008.

The Company expenses costs related to internally developed patents as incurred.

Share-Based Compensation

The Company grants both stock options and shares as compensation to its employees, directors and consultants. Certain employee and director awards vest over stated service periods and others also require achievement of specific performance or market conditions. The Company expenses the grant date fair value of awards to employees and directors over their respective service periods or over the period from grant date to the date the required performance or market conditionals are expected to be met, if shorter. To the extent that employee and director awards vest only upon the achievement of a specific performance or market condition, expense is recognized over the period from the date management determines that the conditions are achievable through the date they are expected to be met. Awards granted to consultants are sometimes granted for past services, in which case their fair value is expensed on their grant date, and sometimes granted with future service, performance or market conditions. Timing of expense recognition for consultant awards is similar to that of employee and director awards; however, aggregate expense is re-measured each quarter end based on the fair value of the award at that date. The Company determines the fair value of stock options using the Black-Scholes option pricing model, with the exception of market-based performance grants, which are valued based on a Barrier pricing model. Option pricing methods require the input of highly subjective assumptions, including the expected stock price volatility. See Note 3 for additional information regarding share-based compensation.

Revenue Recognition

The Company recognizes revenue from licensing fees, industrialization efforts and products sold.

In early fiscal 2008, the Company granted an exclusive licensing arrangement to allow its pharmaceutical partner to use certain of the Company’s intellectual property in order and solely to develop in collaboration with the Company, the Company’s Unifill syringe for use in and sale to the pre-filled syringe market. The up-front, non-refundable fee paid for this license is being amortized over the expected life of the related agreement. In late fiscal 2009, the Company entered into an industrialization agreement with its pharmaceutical partner, retroactive to July 2008, under which the Company received payments upon achievement of certain pre-defined milestones in its development of the Unifill syringe. Revenue is recognized upon achievement of the “at risk” milestone events, which represents the culmination of the earnings process related to such events. Milestones include specific phases of the project such as product design, prototype availability, user tests, manufacturing proof of principle and the various steps to complete the industrialization of the product. Specific payment amounts and completion dates were established for each milestone payment. Revenue recognized is commensurate with the milestones achieved. Billings are similarly triggered and the Company has no future performance obligations related to previous milestone payments. Each milestone payment is non-refundable when made.

F-7

Unilife Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(in thousands, except share and per share data)

The Company recognizes revenue from sales of products at the time of shipment and when title passes to the customer. These amounts were $680 and $1,691 during the three months ended September 30, 2009 and 2008, respectively.

Recently Issued Accounting Pronouncements

In June 2009, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (‘SFAS”) No. 168, “The FASB Accounting Standards Codification ™ and the Hierarchy of Generally Accepted Accounting Principles — a replacement of FASB Statement No. 162 (”SFAS 168”). SFAS 168 represents the last numbered standard issued by the FASB under the old (pre-codification) numbering system, and amends the GAAP hierarchy. On July 1, 2009, the FASB launched its new codification (i.e. the FASB Accounting Standards Codification). The codification supersedes existing GAAP for nongovernmental entities.

In May 2009, the FASB issued a new accounting standard included in ASC 855, Subsequent Events, formerly SFAS No. 165, “Subsequent Events.” ASC 855 sets forth: (1) the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements; (2) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements; and (3) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. ASC 855 was effective for interim and annual periods ending after June 15, 2009. The Company originally evaluated subsequent events through the date the accompanying financial statements were issued, which was January 5, 2010. The Company re-evaluated subsequent events through February 1, 2010 for purposes of the reissuance of these statements on that date.

In August 2009, the FASB issued Accounting Standards Update No. 2009-05, Fair Value Measurements and Disclosures (Topic 820)—Measuring Liabilities at Fair Value, which provides guidance on how to measure liabilities at fair value in circumstance in which a quoted price in an active market for the identical liability is not available. This update is effective for the first reporting period, including interim periods, beginning after issuance. The Company has no liabilities that are governed by this update but will apply its provisions in the future as applicable.

3. Share-Based Compensation

The Company recognized share-based compensation expense related to stock options and grants of common stock to employees, directors and consultants of $570 and $93 during the three months ended September 30, 2009 and 2008, respectively. The total tax benefit recognized related to these awards was $171 and $28 during the three months ended September 30, 2009 and 2008, respectively, which was fully offset by changes in the Company’s valuation allowance.

Stock Options

The Company has granted stock options to certain employees and directors under the Employee Share Option Plan, (the “Plan”). The Plan is designed to assist in the motivation and retention of employees and to recognize the importance of employees to the long-term performance and success of the Company. The Company has also granted stock options to certain consultants outside of the Plan. The majority of the options to purchase common stock vest on the anniversary of the date of grant, which ranges from one to three years. Additionally, certain stock options vest upon the closing price of the Company’s common stock reaching certain minimum levels, as defined in the agreements. Finally, certain other stock options vest upon the meeting of certain Company milestones such as the signing of specific agreements and the completion of the Company’s anticipated listing on a U.S. stock exchange. As of September 30, 2009, the Company expects that all such market and performance conditions will be met. Share-based compensation expense related to these awards is recognized on a straight-line basis over the related vesting term. The Plan does not provide for a fixed number of available shares.

F-8

Unilife Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(in thousands, except share and per share data)

The following is a summary of the Plan and non-Plan stock option activity during the three months ended September 30, 2009:

						Weighted-
						Average
				Weighted-		Remaining
	Number of			Average		Contractual		Aggregate
	Options			Exercise Price		Life (in years)		Intrinsic Value
Outstanding as of July 1, 2009		6,322,500		$	1.58
Granted		83,333			1.83
Exercised		(385,000	)		1.31
Cancelled		(433,333	)		2.14
Outstanding as of September 30, 2009		5,587,500		$	1.56		2.6	$	30,916
Exercisable as of September 30, 2009		3,729,167		$	1.69		2.2	$	20,763

The aggregate intrinsic value is defined as the difference between the market value of the Company’s common stock as of the end of the period and the exercise price of the in-the-money stock options. The total intrinsic value of stock options exercised during the three months ended September 30, 2009 and 2008 was $1,030 and $0, respectively. Of the 1,858,333 non vested options, 83,333 are held by consultants.

The fair value of each stock option is estimated at the grant date using the Black-Scholes option pricing model, with the exception of grants subject to market conditions which are valued based on a Barrier option pricing model. The Company has not historically paid dividends to its shareholders, and, as a result assumed a dividend yield of 0%. The risk free interest rate is based upon the rates of Australian bonds with a term equal to the expected term of the option. The expected volatility is based upon the historical share price of the Company’s common stock. The expected term of the stock options to purchase common stock is based upon the outstanding contractual term of the stock option on the date of grant. The Company used the following weighted-average assumptions in calculating the fair value of options granted during the three months ended September 30, 2009 and 2008.

	Three Months ended September 30,
	2009			2008
Expected dividend yield		0	%		0	%
Risk-free interest rate		4.78	%		4.76	%
Expected volatility		80	%		80	%
Expected life (in years)		3.0			3.8

4. Goodwill and Other Intangible Assets

The changes in the carrying amount of goodwill during the three months ended September 30, 2009 are as follows:

Balance as of July 1, 2009	$	10,235
Foreign currency translation		755
Balance as of September 30, 2009	$	10,990

In connection with the acquisition of Unitract Syringe Pty Limited in October 2002, the Company agreed to issue 1,666,667 shares of common stock to certain former shareholders of Unitract Syringe Pty Limited if the Company reported net income (as defined in the agreement) of at least A$6,500 during any fiscal year prior to October 31, 2014, as amended. The agreement also provided for the issuance of an additional 1,666,667 shares of common stock upon the Company reporting net income (as defined in the agreement) of at least A$12,000 during any fiscal year prior to October 31, 2014. During the year ended June 30, 2009, the Company met both the net income requirements, and as a result, has accrued for the issuance of 3,333,333 shares based upon the closing price of the Company’s common stock as of June 30, 2009. These shares were issued in November 2009. These shares were issued in full satisfaction of the Company’s obligation to the founders.

As of September 30, 2009, intangible assets consist of patents acquired in a business acquisition of $80. Related accumulated amortization as of September 30, 2009 and June 30, 2009 was $39 and $37, respectively, and future amortization expense is scheduled to be $5 annually.

F-9

Unilife Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(in thousands, except share and per share data)

5. Long-Term Debt

Long-term debt consists of the following:

	September 30, 2009		June 30, 2009
Bank term loans	$	2,590	$	2,709
Pennsylvania State assisted loans		401		424
		2,991		3,133
Less: current portion of long-term debt		405		405
Total long-term debt	$	2,586	$	2,728

Bank term loans consist of four term loans payable. The loans bear interest at a rate of prime (3.25% as of September 30, 2009) plus 1.50%. (4.75% as of September 30, 2009) per annum and mature on dates ranging from December 2010 through August 2021. The borrowings under the bank term loans are collateralized by the Company’s accounts receivable, inventory and certain pieces of machinery and equipment and are subject to certain financial covenants which require the Company’s tangible assets to equal at least 10% of the balance sheet equity determined in accordance with GAAP. Under the term loan agreements, the Company is not permitted to pay cash dividends without the prior written consent of the lender. The Company was in compliance with these covenants as of September 30, 2009.

The Company has qualified for two Pennsylvania state assisted loans for the purchase of specific machinery and equipment. These loans bear interest at rates ranging from 2.75% to 3.25% per annum and mature on dates ranging from July 2011 through July 2013. The borrowings under the state assisted loans are collateralized by certain production equipment.

During the year ended June 30, 2008, the Company issued A$2,000 (approximately $1,920) of convertible notes which were convertible into shares of the Company’s common stock at a conversion price of A$1.5 (approximately $1.44) per share. Interest was payable semi-annually at a rate of 12% per annum. A$80 of these convertible notes were exchanged for 53,333 shares of the Company’s common stock during the three months ended September 30, 2008.

6. Loss Per Share

The Company’s net loss per share is as follows:

	Three Months ended September 30,
	2009			2008
Numerator
Net loss	$	(2,064	)	$	(1,616	)
Denominator
Weighted average number of shares used to compute basic loss per share		36,762,142			34,348,301
Effect of dilutive options to purchase common stock		—			—
Weighted average number of shares used to compute diluted loss per share		36,762,142			34,348,301
Basic loss per share	$	(0.06	)	$	(0.05	)
Diluted loss per share	$	(0.06	)	$	(0.05	)

F-10

Unilife Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(in thousands, except share and per share data)

During the three months ended September 30, 2009 and 2008 options to purchase 5,587,500 and 3,339,167 shares of common stock were excluded from the computation of diluted loss per share, respectively, as their effect would have been anti-dilutive.

7. Contingencies

The Company is involved in, or has pending, various legal proceedings, claims, suits and complaints arising out of the normal course of business. Based on the facts currently available to the Company, management believes that these claims, suits and complaints are adequately provided for, covered by insurance, without merit or not probable that an unfavorable outcome will result.

8. Business Alliance

On June 30, 2008 the Company signed an exclusive licensing agreement with a pharmaceutical company, sanofi-aventis, which was amended in June, 2009. Under the amended agreement, the Company has granted sanofi-aventis an exclusive license to certain of the Company’s intellectual property in order and solely to develop, in collaboration with the Company, the Unifill syringe for use in and sale to the pre-filled syringe market within those therapeutic areas to be agreed upon between the Company and sanofi-aventis and a non-exclusive license outside those therapeutic areas that are exclusive to sanofi-aventis or after the expiration of the exclusive license with sanofi-aventis. Pursuant to the exclusive licensing agreement, sanofi-aventis has paid the Company a 10,000 Euro ($13,024) up front non-refundable one-time fee. The exclusive license granted thereunder has an initial term expiring on June 30, 2014, unless the Company and sanofi-aventis fail to agree upon the list of therapeutic areas that are exclusive to sanofi-aventis, in which event the exclusive license will have a term until June 29, 2012 for all therapeutic areas. If during the term of the exclusive license, sanofi-aventis has purchased the Unifill syringe for use with a particular drug product, sanofi-aventis will receive a ten-year extension of the term of the exclusive license, which extension will be reduced to five years if sanofi-aventis does not sell a minimum of 20,000 units of the product in any of the first five years of such ten-year extension period. During the year ended June 30, 2009, the Company recognized $2,456 of this up front payment as revenue and deferred $10,568 which will be recognized on a straight-line basis over the remaining term of the agreement. During the three months ended September 30, 2009 the Company recognized $683 of this up front payment as revenue.

Under the exclusive licensing agreement, the Company is not precluded from using certain of its intellectual property to develop, license and sell any products in any market other than the ready-to-fill syringe market, or from entering into licensing or other business arrangements with other pharmaceutical companies for the ready-to-fill syringe market outside those therapeutic areas that are exclusive to sanofi-aventis, or after the expiration of the exclusive license with sanofi-aventis. If the Company grants a license to a third party in respect of the ready-to-fill syringe market, then the Company is required to pay sanofi-aventis 70% of any access, license or other upfront fee received from such third party for access to purchase the products until our payments to sanofi-aventis have totaled €10 million, following which the Company is required to pay 30% of such fees it receives through the end of the initial exclusivity period. The Company is also required to pay sanofi-aventis an annual royalty payment of 5% of the revenue generated from any sale of the Unifill syringe to third parties, up to a maximum amount of €17 million in such royalty payments.

Under a related industrialization agreement, signed on June 30, 2009, sanofi-aventis has agreed to pay the Company up to 17,000 Euro ($23,400) in milestone-based payments to fund the completion of the Company’s industrialization program for the Unifill syringe. The industrialization program began in July 2008 and is scheduled to be completed by the end of 2010. The industrialization agreement requires sanofi-aventis to provide a list to the Company that specifies therapeutic drug classes for which it seeks to market the Unifill syringe on an exclusive basis. The Company and sanofi-aventis will then discuss the exclusivity list during a several month negotiation period, and if the list is agreed, sanofi-aventis will retain exclusive rights to the use of the product within these designated therapeutic drug classes until June 30, 2014, subject to the extension described above. If the Company and sanofi-aventis are unable to reach an agreement on the list, sanofi-aventis will retain full exclusivity across all therapeutic classes until July 1, 2012. Unless terminated earlier, the industrialization agreement has a term until the completion of the industrialization program. During the year ended June 30, 2009, the Company recognized $13,601 in revenue related to the milestones achieved under the industrialization agreement of which $7,024 was collected after year end. During the three months ended September 30, 2009, the Company recognized $1,745 in revenue related to the milestones achieved.

F-11

Unilife Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(in thousands, except share and per share data)

The industrialization agreement provides that, subject to the full completion of the industrialization program, the parties will negotiate a supply agreement for the manufacture and purchase of the final product on a commercial scale. The supply agreement will provide that sanofi-aventis and its affiliates will purchase the final product exclusively from us, and the industrialization agreement provides that we are not required to commit more than 30% of our expected installed production capacity to sanofi-aventis and its affiliates for the 12 months following the receipt of a purchase order. Any order of sanofi-aventis, together with its other orders, that will exceed the 30% capacity limit will require up to a maximum of 24 months lead time before we are required to commence delivery of that order.

9. Subsequent Events

On October 8, 2009, UMSL issued 3,460,344 ordinary shares in a private placement to a group of sophisticated and professional Australian investors and accredited investors in the United States, and subject to shareholder approval, agreed to issue to the investors an additional 2,831,191 ordinary shares and options to purchase 3,145,767 ordinary shares. UMSL obtained shareholder approval for the issuance of the additional ordinary shares and share options at a meeting held on November 13, 2009. All of the ordinary shares were issued at a price of A$5.10 per share for aggregate proceeds of A$32,086  and all of the share options were issued for no additional consideration. Each of the share options is exercisable within three years after the date of grant. Half of the share options have an exercise price of A$7.50 per share, and the other half of the share options have an exercise price of A$12.00 per share. In conjunction with the private placement, UMSL’s Australian and New Zealand shareholders were offered, and some of them purchased ordinary shares under a share purchase plan, at a price of A$5.10 per share, for a total consideration of A$21,500. In addition, after receiving shareholder approval on November 13, 2009, UMSL issued share options to purchase up to 500,000 ordinary shares to certain advisors and brokers as compensation for their services with respect to the private placement and the share purchase plan. These share options have the same terms as the share options issued to the investors. The proceeds from the private placement and the share purchase plan will be used to accelerate the expansion of the Company’s U.S. operational capabilities and production facilities, to purchase capital equipment and complete the industrialization program for the Unifill syringe.

While the private placement was conducted by UMSL prior to the redomiciliation, all of the share numbers and share option exercise prices referred to above give effect to the share consolidation in connection with the redomiciliation (one share of our common stock equals six ordinary shares of UMSL).

During October 2009, the Company accepted a $5,200 offer of assistance from the Commonwealth of Pennsylvania. The offer includes $2,000 for the development of the Company’s new global headquarters and manufacturing facility as well as up to $2,000 in low interest financing loans for land, building, acquisition and construction costs. The offer also includes a $500  opportunity grant, as well as $500 in tax credits. Finally, the offer includes up to $200  for the reimbursement of eligible job training costs. The offer is based on the Company’s proposed project being expected to create more than 200 new full-time jobs by December 31, 2012, to retain the Company’s 97 existing employees and to have a total cost of $86,000 and is contingent upon the Company submitting complete applications and meeting all program guidelines. The Company cannot assure that it will be able to receive all or any of the assistance for the Company’s current development project or otherwise.

On November 12, 2009, the Company signed a purchase agreement with Mikron Assembly Technology for the development and supply of a pilot automated assembly system to support the commercial production of its Unifill syringe. The development of the system is scheduled to begin during December 2009, with scheduled completion and installation into the Company’s new facility during the fourth quarter of 2010. The Company anticipates that this automated assembly system will have a target production capacity of approximately 60 million units per year.

On November 16, 2009, through Unilife Cross Farm, LLC (“Unilife CF”), the Company’s newly formed subsidiary, the Company acquired a 38 acre block of land in York County, Pennsylvania from Greenspring Partners, LP for a purchase price of $1,991.

On November 17, 2009, the Company issued 3,333,333 shares to former shareholders of Unitract Syringe Pty Limited. The value of these shares was accrued as of June 30, 2009 and September 30, 2009.

On December 14, 2009, Unilife CF entered into a development agreement with Keystone Redevelopment Group, LLC (“Keystone’) to develop the Company’s new 165,000 square foot office, manufacturing, warehousing and distribution facility to its specifications. In accordance with the agreement, Keystone will assist the Company with the selection of, as well as the review and management of, architects, engineers, designers, contractors and other experts and consultants engaged to assist in the development of the new facility. Additionally, Keystone will assist the Company in obtaining financing for the facility. Under the terms of the agreement, the Company will pay Keystone a total of $754.

On December 14, 2009, Unilife CF entered into a Construction Agreement with HSC Builders & Construction Managers of Pennsylvania (“HSC”) to construct the new facility for a total of 1.25% of the cost of work, which is estimated to be $268. Additionally, on December 29, 2009, Unilife CF entered into an agreement with L2 Architecture (”L2”) to provide architectural design and structural, mechanical, and electrical engineering services for the new facility for a total cost of $1,560.

The Company has prepared a detailed budget for developing the new facility and based on this budget the total cost is estimated to be approximately $26,000. This includes the projected construction costs, the projected manufacturing facility fit out costs and the fees payable to Keystone, HSC and L2.

The Company has provided for $8,000 - $10,000 in projected capital expenditure to be used towards the development of the new facility. At this stage, the Company intends to fund up to approximately $9,000 of the development costs for the new facility out of its existing cash reserves, which includes amounts received in connection with the Company’s October and November 2009 equity financings and will seek external financing for up to approximately $17,000 from a commercial bank or other lending institution in the U.S. and/or from the Commonwealth of Pennsylvania or other federal and state bodies.

F-12

Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders
Unilife Corporation
Lewisberry, Pennsylvania

We have audited the accompanying consolidated balance sheets of Unilife Corporation and subsidiaries as of June 30, 2009 and 2008 and the related consolidated statements of operations, stockholders’ equity and comprehensive income, and cash flows for each of the three years in the period ended June 30, 2009. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Unilife Corporation and subsidiaries at June 30, 2009 and 2008, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2009, in conformity with accounting principles generally accepted in the United States of America.

/s/ BDO Kendalls Audit & Assurance (WA) Pty Ltd

Perth, Western Australia

November 11, 2009

F-13

UNILIFE CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets

(in thousands, except share data)

	June 30,
	2009			2008
Assets
Current Assets:
Cash and cash equivalents	$	3,627		$	2,887
Accounts receivable		7,333			745
Inventories		1,097			1,065
Prepaid expenses and other current assets		223			107
Total current assets		12,280			4,804
Property, plant and equipment, net		9,137			7,799
Goodwill		10,235			5,555
Intangible assets, net		43			60
Other assets		517			281
Total assets	$	32,212		$	18,499
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable	$	1,103		$	552
Accrued expenses		6,097			1,231
Current portion of long-term debt		405			4,169
Deferred revenue		2,642			—
Total current liabilities		10,247			5,952
Long-term debt, less current portion		2,728			3,040
Deferred revenue		7,926			—
Total liabilities		20,901			8,992
Commitments and contingencies
Stockholders’ Equity:
Preferred stock, $0.01 par value, 50,000,000 shares authorized as of June 30, 2009; none issued or outstanding as of June 30, 2009 and 2008		—			—
Common stock, $0.01 par value, 250,000,000 shares authorized as of June 30, 2009; 36,625,802 and 34,295,718 shares issued or outstanding as of June 30, 2009 and 2008, respectively		366			343
Additional paid-in-capital		57,987			53,835
Accumulated deficit		(49,902	)		(49,385	)
Accumulated other comprehensive income		2,860			4,714
Total stockholders’ equity		11,311			9,507
Total liabilities and stockholders’ equity	$	32,212		$	18,499

See notes to the consolidated financial statements.

F-14

UNILIFE CORPORATION AND SUBSIDIARIES

Consolidated Statements of Operations

(in thousands, except per share data)

	Year ended June 30,
	2009			2008			2007
Revenues	$	19,976		$	3,500		$	2,070
Cost of sales		3,537			2,456			1,561
Gross profit		16,439			1,044			509
Operating expenses:
Research and development		1,048			532			265
Selling, general and administrative		14,941			8,211			6,497
Depreciation and amortization		804			636			169
Impairment of property, plant and equipment		—			—			547
Loss on sale of property, plant and equipment		—			—			1,608
Total operating expenses		16,793			9,379			9,086
Operating loss		(354	)		(8,335	)		(8,577	)
Interest expense		249			459			537
Interest income		(361	)		(203	)		(111	)
Other expense (income), net		275			(54	)		(34	)
Net loss	$	(517	)	$	(8,537	)	$	(8,969	)
Loss per share:
Basic loss per share	$	(0.02	)	$	(0.26	)	$	(0.38	)
Diluted loss per share	$	(0.02	)	$	(0.26	)	$	(0.38	)

See notes to the consolidated financial statements.

F-15

UNILIFE CORPORATION AND SUBSIDIARIES

Consolidated Statements of Stockholders’ Equity and Comprehensive Income

(in thousands, except share data)

											Accumulated
					Additional-						Other
	Common Stock				Paid-In			Accumulated			Comprehensive
	Shares		Amount		Capital			Deficit			Income (Loss)			Total
Balance as of July 1, 2006		21,378,854	$	214	$	38,424		$	(31,879	)	$	2,083		$	8,842
Comprehensive loss:
Net loss		—		—		—			(8,969	)		—			(8,969	)
Foreign currency translation		—		—		—			—			1,225			1,225
Comprehensive loss															(7,744	)
Share-based compensation expense		—		—		509			—			—			509
Issuance of common stock upon exercise of stock options		3,990		—		7			—			—			7
Issuance of common stock upon conversion of convertible notes		3,870,833		39		3,718			—			—			3,757
Issuance of common stock for cash, net of transaction costs		3,284,133		33		3,515			—			—			3,548
Issuance of common stock in connection with the acquisition of Integrated BioSciences, Inc.		1,833,333		18		1,936			—			—			1,954
Balance as of June 30, 2007		30,371,143		304		48,109			(40,848	)		3,308			10,873
Comprehensive loss:
Net loss		—		—		—			(8,537	)		—			(8,537	)
Foreign currency translation		—		—		—			—			1,406			1,406
Comprehensive loss															(7,131	)
Share-based compensation expense		—		—		846			—			—			846
Issuance of common stock upon exercise of stock options		293,375		3		431			—			—			434
Issuance of common stock upon conversion of convertible notes		1,275,834		13		1,648			—			—			1,661
Issuance of common stock for cash, net of transaction costs		2,333,333		23		2,801			—			—			2,824
Issuance of common stock in connection with Employee Share Plan		22,033		—		—			—			—			—
Balance as of June 30, 2008		34,295,718		343		53,835			(49,385	)		4,714			9,507
Comprehensive loss:
Net loss		—		—		—			(517	)		—			(517	)
Foreign currency translation		—		—		—			—			(1,854	)		(1,854	)
Comprehensive loss															(2,371	)
Share-based compensation expense		—		—		3,059			—			—			3,059
Issuance of common stock upon exercise of stock options		97,532		1		37			—			—			38
Issuance of common stock upon conversion of convertible notes		520,000		5		616			—			—			621
Issuance of common stock in connection with Employee Share Plan		45,885		—		—			—			—			—
Issuance of stock options in connection with the acquisition of Integrated BioSciences, Inc.		—		—		457			—			—			457
Grants of common stock		1,666,667		17		(17	)		—			—			—
Balance as of June 30, 2009		36,625,802	$	366	$	57,987		$	(49,902	)	$	2,860		$	11,311

See notes to the consolidated financial statements.

F-16

UNILIFE CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(in thousands)

	Year ended June 30,
	2009			2008			2007
Cash flows from operating activities:
Net loss	$	(517	)	$	(8,537	)	$	(8,969	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		915			727			218
Share-based compensation expense		3,059			846			509
Impairment of property, plant and equipment		—			—			547
Loss on the sale of property, plant and equipment		5			—			1,608
Changes in assets and liabilities, net of effect of acquired business
Accounts receivable		(6,172	)		(6	)		503
Inventories		(40	)		(649	)		795
Prepaid expenses and other current assets		(126	)		(28	)		80
Other assets		(232	)		33			(51	)
Accounts payable		586			(400	)		(295	)
Accrued expenses		(506	)		391			45
Deferred revenue		9,823			—			—
Net cash provided by (used in) operating activities		6,795			(7,623	)		(5,010	)
Cash flows from investing activities
Purchases of property, plant and equipment		(2,926	)		(904	)		(3,314	)
Proceeds from the sale of property, plant and equipment		14			280			159
Cash acquired in acquisition of subsidiary		—			—			800
Net cash used in investing activities		(2,912	)		(624	)		(2,355	)
Cash flows from financing activities
Proceeds from the issuance of long-term debt		88			3,017			500
Principal payments on long-term debt		(3,391	)		(313	)		(97	)
Proceeds from the issuance of convertible debt		—			1,920			4,420
Proceeds from the issuance of common stock		—			2,824			3,548
Proceeds from the exercise of options to purchase common stock		38			434			7
Net cash (used in) provided by financing activities		(3,265	)		7,882			8,378
Foreign currency exchange on cash		122			(334	)		(368	)
Net increase (decrease) in cash and cash equivalents		740			(699	)		645
Cash and cash equivalents at beginning of year		2,887			3,586			2,941
Cash and cash equivalents at end of year	$	3,627		$	2,887		$	3,586
Supplemental disclosure of cash flow information
Cash paid for interest	$	183		$	249		$	251
Supplemental disclosure of non-cash activities
Conversion of convertible notes into common stock	$	621		$	1,661		$	3,757
Provision for issuance of common shares to former shareholders	$	5,070		$	—		$	—

See notes to the consolidated financial statements.

F-17

Unilife Corporation and Subsidiaries

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

1. Description of Business

Unilife Corporation and subsidiaries (the “Company”) is a medical device company focused on the design, development, manufacture and supply of a proprietary range of retractable syringes. The primary target customers for the Company’s products include pharmaceutical manufacturers and suppliers of medical equipment to healthcare facilities or patients who self-administer prescription medication. The Company also manufactures non-proprietary Class I and Class II medical devices, such as specialty syringes under contract for outsourcing customers.

2. Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of Unilife Medical Solutions Limited (“UMSL”) and its wholly-owned subsidiaries. Subsequent to June 30, 2009, a newly formed subsidiary, Unilife Corporation, became UMSL’s parent holding company in a transaction described in Note 15. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in U.S. currency. All intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents consist primarily of cash on hand, deposits at banks and other short-term highly liquid investments with original maturities of three months or less. Cash and cash equivalents are stated at cost which approximates fair value.

Accounts Receivable

Accounts receivable are stated at amounts due from customers, which also represents the net realizable amount. The Company has historically not recorded an allowance for doubtful accounts, but rather evaluates the collectability of its accounts receivable on a periodic basis. In instances in which management is aware of circumstances that may impair a particular customer’s ability to meet its obligation, the related obligation would be written off. Accounts receivable as of June 30, 2009 consists principally of amounts due from a pharmaceutical company related to the achievement of certain milestones under the related industrialization agreement described in Note 13.

Inventories

Inventories consist primarily of plastic syringe components and include direct materials, direct labor and manufacturing overhead. Inventory is stated at the lower of cost or market, with cost determined using the first in, first out method. The Company routinely reviews its inventory for obsolete, slow moving or otherwise impaired inventory and records estimated impairments in the periods in which they occur. Inventories consist of the following:

	June 30,
	2009		2008
Raw materials	$	567	$	457
Work in process		530		608
Total inventories	$	1,097	$	1,065

F-18

Unilife Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(in thousands, except share and per share data)

Property, Plant and Equipment

Property, plant and equipment, including significant improvements, are recorded at cost, net of accumulated depreciation and amortization. Repairs and maintenance are expensed as incurred.

Depreciation and amortization expense is recorded on a straight-line basis over the estimated useful life of the asset as listed below:

Asset Category	Useful Lives
Machinery and equipment	3 to 15 years
Furniture and fixtures	7 years
Leasehold improvements	Shorter of improvement life or remaining term of lease

The Company reviews the carrying value of the long-lived assets periodically to determine if facts and circumstances exist that would suggest that assets might be impaired or that the useful lives should be modified. Among the factors the Company considers in making the evaluation are changes in market position and profitability. If facts and circumstances are present which may indicate impairment is probable, the Company will prepare a projection of the undiscounted cash flows of the specific business entity and determine if the long-lived assets are recoverable based on these undiscounted cash flows. If impairment is indicated, an adjustment will be made to reduce the carrying amount of these assets to their fair value.

Goodwill and Intangible Assets

Goodwill is the excess of purchase price over the value of net assets acquired in business acquisitions. Goodwill is subject to, at a minimum, an annual impairment assessment of its carrying value. Additional impairment assessments would be performed if events and circumstances warranted such additional assessments during the year. Goodwill impairment is deemed to exist if the net book value of a reporting unit exceeds its estimated fair value. Estimated fair values of the reporting units are estimated using an earnings model and a discounted cash flow valuation model. The discounted cash flow model incorporates the Company’s estimates of future cash flows, allocations of certain assets and cash flows among reporting units, future growth rates and management’s judgment regarding the applicable discount rates used to discount those estimated cash flows. The estimated fair value of each reporting unit, if lower than the carrying value of the respective reporting unit (such carrying value determined after management allocation of certain shared assets), would then be allocated to the reporting unit’s net identifiable assets based on their respective estimated fair values. The remaining unallocated reporting unit fair value, if any, would then be compared to the carrying amount of that unit’s goodwill and, if lower, the Company would recognize an impairment charge to the extent of the deficiency. There were no impairments recorded on goodwill during the years ended June 30, 2009, 2008 and 2007.

Definite-lived intangible assets include patents which are amortized on a straight-line basis over their estimated useful lives of 15 years. The Company reviews intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the sum of the estimated future cash flows (undiscounted) expected to result from the use and eventual disposition of an asset is less than the carrying amount of the asset, an impairment loss is recognized. Measurement of an impairment loss is based on the fair value of the asset. There were no impairments recorded on intangible assets during the years ended June 30, 2009, 2008 or 2007.

The Company expenses costs related to internally developed patents as incurred.

Deferred Financing Costs

Deferred financing costs consist of costs incurred in connection with debt financings. These costs are amortized over the term of the related debt using the effective interest rate method.

Income Taxes

The Company uses the liability method of accounting for income taxes. Deferred income taxes reflect tax credit carryforwards and the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

F-19

Unilife Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(in thousands, except share and per share data)

The Company requires that the realization of an uncertain income tax position must be “more likely than not” (i.e., greater than 50% likelihood of receiving a benefit) before it can be recognized in the financial statements. The benefit to be recorded in the financial statements is the amount most likely to be realized assuming a review by tax authorities having all relevant information and applying current conventions. The Company includes interest and penalties related to uncertain tax positions within the provision (benefit) for income taxes within the Company’s consolidated statements of operations.

In June 2006, the Financial Accounting Standards Board (“FASB”) issued revised guidance regarding accounting for uncertainty in income taxes, which clarifies the accounting for uncertainties in income taxes recognized in an enterprise’s financial statements. The new guidance requires that the Company determine whether it is more likely than not that a tax position will be sustained upon examination by the appropriate taxing authority. If a tax position meets the more likely than not recognition criteria, the tax position be measured at the largest amount of benefit greater than 50% likely of being realized upon ultimate settlement. This accounting standard was effective for fiscal years beginning after December 15, 2006. Management has evaluated the positions taken in connection with the tax provisions and tax compliance for the years included in these financial statements. The Company does not believe that any positions it has taken will not prevail on a more likely than not basis. As such no disclosure of such positions was deemed necessary. Our open tax years include all returns filed for 2002 and later in Australia and for 2005 and later in the United States. Should the Company be required to provide for interest or penalties in regards to its tax positions, such changes will be included in selling, general and administrative expenses in the statement of operations.

Fair Value of Financial Instruments

The carrying value of financial instruments such as accounts receivable, accounts payable and accrued expenses are reasonable estimates of their fair value because of the short maturity of these items. The Company believes that the current carrying amount of its long-term debt approximates fair value because the interest rates on these instruments are subject to change with, or approximate, market interest rates.

Share-Based Compensation

The Company grants both stock options and shares as compensation to its employees, directors and consultants. Certain employee and director awards vest over stated service periods and others also require achievement of specific performance or market conditions. The Company expenses the grant date fair value of awards to employees and directors over their respective service periods or over the period from grant date to the date the required performance or market conditions are expected to be met, if shorter. To the extent that employee and director awards vest only upon the achievement of a specific performance condition, expense is recognized over the period from the date management determines that the conditions are achievable through the date they are expected to be met. Awards granted to consultants are sometimes granted for past services, in which case their fair value is expensed on their grant date, and sometimes granted with future service, performance or market conditions. Timing of expense recognition for consultant awards is similar to that of employee and director awards; however, aggregate expense is re-measured each quarter end based on the fair value of the award at that date. The Company determines the fair value of stock options using the Black-Scholes option pricing model, with the exception of market-based performance grants, which are valued based on a Barrier pricing model. Option pricing methods require the input of highly subjective assumptions, including the expected stock price volatility. See Note 3 for additional information regarding share-based compensation.

Foreign Currency Translation

The Australian dollar (“A$”) is the functional currency for the Company’s Australian operations. Foreign currency assets and liabilities are translated into U.S. dollars at the rate of exchange existing at the year-end date. Revenues and expenses are translated at the average annual exchange rates. Adjustments resulting from these translations are recorded in accumulated other comprehensive income (loss) within the Company’s consolidated balance sheets and will be included in income upon sale or liquidation of the foreign investment. Gains and losses from foreign currency transactions, denominated in a currency other than the functional currency, are recorded in other (income) expense within the Company’s consolidated statements of operations and aggregated $345, $(19) and $1 during the years ended June 30, 2009, 2008 and 2007, respectively.

F-20

Unilife Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(in thousands, except share and per share data)

Comprehensive Income (Loss)

Comprehensive income (loss) includes net income (loss) and other comprehensive income (loss). The Company’s other comprehensive income (loss) consists only of foreign currency translation adjustments.

Revenue Recognition

The Company recognizes revenue from licensing fees, industrialization efforts and products sold.

In early fiscal 2008, the Company granted an exclusive licensing arrangement to allow its pharmaceutical partner to use certain of the Company’s intellectual property in order and solely to develop in collaboration with the Company, the Company’s Unifill syringe for use in and sale to the pre-filled syringe market. The up-front, non-refundable fee paid for this license is being amortized over the expected life of the related agreement. In late fiscal 2009, the Company entered into an industrialization agreement with its pharmaceutical partner, retroactive to July 2008, under which the Company received payments upon achievement of certain pre-defined milestones in its development of the Unifill syringe. Revenue is recognized upon achievement of the “at risk” milestone events, which represents the culmination of the earnings process related to such events. Milestones include specific phases of the project such as product design, prototype availability, user tests, manufacturing proof of principle and the various steps to complete the industrialization of the product. Specific payment amounts and completion dates were established for each milestone payment. Revenue recognized is commensurate with the milestones achieved. Billings are similarly triggered and the Company has no future performance obligations related to previous milestone payments. Each milestone payment is non-refundable when made.

The Company recognizes revenue from sales of products at the time of shipment and when title passes to the customer. These amounts were $3,874, $3,420 and $1,946 during the years ended June 30, 2009, 2008, and 2007, respectively.

Advertising Costs

Advertising costs are expensed in the period incurred. The Company incurred total advertising costs of $51, $43 and $38 during the years ended June 30, 2009, 2008 and 2007, respectively.

Research and Development Costs

Research and development costs, which primarily consist of salaries, benefits and contracted services are expensed as incurred.

Earnings (Loss) Per Share

Basic earning (loss) per share is computed as net income (loss) divided by the weighted-average number of shares outstanding during the period. Diluted earnings per share reflect the potential dilution that could occur from common shares issued through common stock equivalents. The dilutive effect of potential common shares, consisting of outstanding options to purchase common stock, is calculated using the treasury stock method.

Government Grants

Government grants are recognized when there is reasonable assurance that the grant will be received and all attached conditions will be complied with. When a grant relates to an expense item, it is recognized as income over the period necessary to match the grant on a systematic basis to the costs that it is intended to compensate. When a grant relates to an asset, it is recognized as deferred income and recognized in the income statement on a systematic basis over the expected useful life of the related asset.

F-21

Unilife Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(in thousands, except share and per share data)

Recently Issued Accounting Pronouncements

In June 2009, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 168, “The FASB Accounting Standards Codification^TM and the Hierarchy of Generally Accepted Accounting Principles - - a replacement of FASB Statement No. 162” (“SFAS 168”) SFAS 168 represents the last numbered standard issued by the FASB under the old (pre-codification) numbering system, and amends the GAAP hierarchy. On July 1, 2009, the FASB launched its new codification (i.e. the FASB Accounting Standards Codification). The codification supersedes existing GAAP for nongovernmental entities.

In December 2007, the FASB issued a new accounting standard included in ASC 805, Business Combinations, formerly SFAS No. 141 (revised), “Business Combinations”. ASC 805 significantly changes the accounting and disclosure requirements for business combinations. ASC 805 is effective for business combinations occurring in fiscal years beginning after December 15, 2008. ASC 805 will be applied prospectively to business combinations with an acquisition date on or after the effective date. The impact that the adoption of ASC 805 will have on the Company’s consolidated financial statements will be dependent upon the extent of future business combinations.

In December 2007, the FASB issued a new accounting standard included in ASC 810, Consolidation, formerly SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements — and amendment of Accounting Research Bulletin No. 51”. This new standard establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. ASC 810 is effective for financial statements issued for fiscal years beginning after December 15, 2008. The Company currently has no noncontrolling interests and therefore, does not believe that the adoption of ASC 810 will have a material impact on its consolidated financial statements.

In April 2008, the FASB issued a new accounting standard included in ASC 350, Intangibles-Goodwill and Other, formerly FASB Staff Position (“FSP”) No. 142-3, “Determination of the Useful Life of Intangible Assets”. This new standard amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS 142,”Goodwill and Other Intangible Assets”. This new standard also provides guidance for expanded disclosures related to the determination of intangible asset useful lives and is effective for fiscal years beginning after December 15, 2008. Early adoption is prohibited. The Company does not believe that the adoption of this new standard will have a material impact on its consolidated financial statements.

In June 2008, the FASB issued a new accounting standard included in ASC 260, Earnings Per Share, formerly FSP No. EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities”. This new standard states that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method and is effective for fiscal years beginning after December 15, 2008. The Company does not believe that the adoption of this new standard will have a material impact on its consolidated financial statements.

In May 2009, the FASB issued a new accounting standard included in ASC 855, Subsequent Events, formerly SFAS No. 165, “Subsequent Events”. ASC 855 sets forth: 1) the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements; 2) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements; and 3) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. ASC 855 is effective for interim and annual periods ending after June 15, 2009. The Company has adopted ASC 855 for its year ended June 30, 2009. The Company originally evaluated subsequent events through the date the accompanying financial statements were originally issued, which was November 12, 2009. The Company re-evaluated subsequent events through February 1, 2010 (unaudited) for purposes of the reissuance of these statements on that date.

F-22

Unilife Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(in thousands, except share and per share data)

3. Equity and Share-Based Compensation

During the year ended June 30, 2007, the Company issued 980,571 and 2,303,562 shares of its common stock in a private placement with various investors at a price of $0.90 and $1.26 per share, respectively. The aggregate offering price of the private placement was approximately $3,785, and the net proceeds to the Company, after payment of approximately $237 in expenses, was approximately $3,548.

During the year ended June 30, 2008, the Company issued 2,333,333 shares of its common stock in a private placement with various investors at a price of $1.32. The aggregate offering price of the private placement was approximately $3,080, and the net proceeds to the Company, after payment of approximately $256 in expenses, was approximately $2,824.

The Company recognized share-based compensation expense related to stock options and grants of common stock to employees, directors and consultants of $3,059, $846 and $509 during the years ended June 30, 2009, 2008 and 2007, respectively. The increased expense during the year ended June 30, 2009 is primarily related to more awards issued during that fiscal year compared to prior fiscal years. The total tax benefit recognized related to these awards was $918, $254 and $153 during the years ended June 30, 2009, 2008 and 2007, respectively, which was fully offset by changes in the Company’s valuation allowance. The Company calculated its available APIC pool of net excess benefits using the transition method as defined in ASC 718.

As of June 30, 2009, the total compensation cost related to all nonvested awards not yet recognized is $895. This amount is expected to be recognized over the remaining weighted-average period of 0.58 years.

Stock Options

The Company has granted stock options to certain employees and directors under the Employee Share Option Plan, (the “Plan”). The Plan is designed to assist in the motivation and retention of employees and to recognize the importance of employees to the long-term performance and success of the Company. The Company has also granted stock options to certain consultants outside of the Plan. The majority of the options to purchase common stock vest on the anniversary of the date of grant, which ranges from one to three years. Additionally, certain stock options vest upon the closing price of the Company’s common stock reaching certain minimum levels, as defined in the agreements. Finally, certain other stock options vest upon the meeting of certain Company milestones such as the signing of specific agreements and the completion of the Company’s anticipated listing on a U.S. stock exchange. As of June 30, 2009, the Company expects that all such market and performance conditions will be met. Share-based compensation expense related to these awards is recognized on a straight-line basis over the related vesting term. The Plan does not provide for a fixed number of available shares.

The following is a summary of the Plan and non-Plan stock option activity during the year ended June 30, 2009:

						Weighted-
						Average
				Weighted-		Remaining
	Number of			Average Exercise		Contractual Life		Aggregate Intrinsic
	Options			Price		(in years)		Value
Outstanding as of July 1, 2008		9,438,996		$	2.00			$
Granted		3,850,000			1.63
Exercised		(97,531	)		0.33
Cancellations		(6,868,965	)		2.20
Outstanding as of June 30, 2009		6,322,500		$	1.58		2.5	$	551
Exercisable as of June 30, 2009		3,339,167		$	1.56		1.9	$	519

The aggregate intrinsic value is defined as the difference between the market value of the Company’s common stock as of the end of the period and the exercise price of the in-the-money stock options. The total intrinsic value of stock options exercised during the years ended June 30, 2009, 2008 and 2007 was $93, $120, and $0, respectively. Of the 2,983,333 non vested options, 316,667 are held by consultants, the majority of which vested in August 2009.

F-23

Unilife Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(in thousands, except share and per share data)

The following is a summary of stock options outstanding and exercisable as of June 30, 2009:

	Outstanding Options						Exercisable Options
					Weighted-						Weighted-
			Weighted-		Average						Average
			Average		Remaining				Weighted-		Remaining
Range of Exercise	Outstanding as of		Exercise		Contractual		Exercisable as of		Average		Contractual Life
Prices	June 30, 2009		Price		Life (in years)		June 30, 2009		Exercise Price		(in years)
$0.00 – $1.50		2,041,667	$	1.23		1.5		1,791,667	$	1.20		1.3
$1.56 – $1.80		3,733,333		1.61		3.3		1,083,333		1.62		3.2
$1.86 – $9.30		547,500		2.72		1.3		464,167		2.82		1.3
		6,322,500	$	1.58		2.5		3,339,167	$	1.56		1.9

The weighted-average fair value of stock options granted during the years ended June 30, 2009, 2008 and 2007 was $0.62, $0.87, and $0.42 respectively.

The fair value of each stock option is estimated at the grant date using the Black-Scholes option pricing model, with the exception of grants subject to market conditions which are valued based on a Barrier option pricing model. The Company has not historically paid dividends to its shareholders, and, as a result assumed a dividend yield of 0%. The risk free interest rate is based upon the rates of Australian bonds with a term equal to the expected term of the option. The expected volatility is based upon the historical share price of the Company’s common stock. The expected term of the stock options to purchase common stock is based upon the outstanding contractual term of the stock option on the date of grant. The Company used the following weighted-average assumptions in calculating the fair value of options granted during the years ended June 30, 2009, 2008 and 2007.

	2009			2008			2007
Expected dividend yield		0	%		0	%		0	%
Risk-free interest rate		4.76	%		5.61	%		6.05	%
Expected volatility		80	%		55	%		67	%
Expected life (in years)		4.4			3.5			2.8

Grants of Common Stock to Employees

During the years ended June 30, 2009 and 2008, the Company granted 45,885 and 22,033 shares of common stock, respectively, to certain employees. During the years ended June 30, 2009 and 2008, the Company recorded a charge to operations of $44 and $48, respectively, related to these awards.

During the year ended June 30, 2009, the Company granted 1,666,667 shares of common stock to its Chief Executive Officer. The shares are subject to certain transfer restrictions in which 833,333 cannot be sold until the first anniversary of the date of grant and 833,334 cannot be sold until the second anniversary of the date of grant. During the year ended June 30, 2009, the Company recorded a charge to operations of $1,541 related to these awards. The charge represents the entire fair value of the awards.

F-24

Unilife Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(in thousands, except share and per share data)

4. Property, Plant and Equipment

Property, plant and equipment consist of the following:

	June 30,
	2009			2008
Machinery and equipment	$	5,906		$	4,890
Furniture and fixtures		787			540
Construction in progress		3,041			3,222
Leasehold improvements		1,067			737
		10,801			9,389
Less: accumulated depreciation and amortization		(1,664	)		(1,590	)
Property, plant and equipment, net	$	9,137		$	7,799

Construction in progress consists primarily of amounts incurred in connection with the construction of machinery that will be used to manufacture the Company’s Unitract 1 mL Syringe.

During the year ended June 30, 2007, the Company ceased operations at its Australian facility. The Company determined that it was not economically favorable to relocate certain manufacturing equipment to the new U.S. facility. In connection with this closing, the Company recorded an impairment on property, plant and equipment and a loss on the sale of property, plant and equipment of $547 and $1,608, respectively.

5. Goodwill and Other Intangible Assets

The changes in the carrying amount of goodwill during the years ended June 30, 2008 and 2009 are as follows:

Balance as of July 1, 2007	$	4,946
Foreign currency translation		609
Balance as of June 30, 2008		5,555
Issuance of stock options in connection with the acquisition of Integrated BioSciences, Inc		457
Issuance of common stock to former Unitract Syringe Pty Limited shareholders		5,070
Foreign currency translation		(847	)
Balance as of June 30, 2009	$	10,235

In connection with the acquisition of Unitract Syringe Pty Limited in October 2002, the Company agreed to issue 1,666,667 shares of common stock to certain former shareholders of Unitract Syringe Pty Limited if the Company reported net income (as defined in the agreement) of at least A$6,500 during any fiscal year prior to October 31, 2014, as amended. The agreement also provided for the issuance of an additional 1,666,667 shares of common stock upon the Company reporting net income (as defined in the agreement) of at least A$12,000 during any fiscal year prior to October 31, 2014. During the year ended June 30, 2009, the Company met both the net income requirements, and as a result, has accrued for the issuance of 3,333,333 shares based upon the closing price of the Company’s common stock as of June 30, 2009.

During the year ended June 30, 2008, as approved by the stockholders, the Company granted options to purchase 1,166,667 shares of common stock to certain selling shareholders in connection with the acquisition of Integrated BioSciences, Inc. The vesting terms of the options were based upon the signing of the exclusive licensing agreement with sanofi-avenits. During the year ended June 30, 2009, options to purchase 500,000 shares of common stock vested and as a result, the Company has recorded $457 as an increase to goodwill based on the Black-Scholes pricing model assumptions as of June 30, 2008. During the year ended June 30, 2009, the remaining options to purchase 666,667 shares of common stock were cancelled, as the related financial milestones were not achieved.

As of June 30, 2009, intangible assets consist of patents acquired in a business acquisition of $80. Related accumulated amortization as of June 30, 2009 and 2008 was $37 and $20, respectively, and future amortization expense is scheduled to be $5 annually.

F-25

Unilife Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(in thousands, except share and per share data)

6. Accrued Expenses

Accrued expenses consist of the following:

	June 30,
	2009		2008
Accrued payroll and other employee related expenses	$	671	$	494
Accrued interest		—		108
Accrued other		356		629
Provision for the issuance of common stock to former Unitract Syringe Pty Limited shareholders		5,070		—
Total accrued expenses	$	6,097	$	1,231

7. Commitments

The Company leases certain facilities, office equipment and automobiles under non-cancellable operating leases. The future minimum lease payments related to the Company’s non-cancellable operating lease commitments as of June 30, 2009 were as follows:

For the year ending June 30,
2010	$	455
2011		415
2012		340
2013		43
	$	1,253

Rental expenses under operating leases during the years ended June 30, 2009, 2008, and 2007 was $686, $583 and $649, respectively.

8. Long-Term Debt

Long-term debt consists of the following:

	June 30,
	2009		2008
Bank term loans	$	2,709	$	2,946
Pennsylvania State assisted loans		424		514
Convertible notes		—		749
MedPro Safety Products note payable		—		3,000
		3,133		7,209
Less: current portion of long-term debt		405		4,169
Total long-term debt	$	2,728	$	3,040

Bank term loans include four term loans payable. The loans bear interest at a rate of prime (3.25% as of June 30, 2009) plus 1.50% (4.75% as of June 30, 2009) per annum and mature on dates ranging from December 2010 through August 2021. The borrowings under the bank term loans are collateralized by the Company’s accounts receivable, inventory and certain pieces of machinery and equipment and are subject to certain financial covenants which require the Company’s tangible assets to equal at least 10% of the balance sheet equity determined in accordance with GAAP. Under the term loan agreements, the Company is not permitted to pay cash dividends without the prior written consent of the lender. The Company was in compliance with these covenants as of June 30, 2009.

The Company has qualified for the two Pennsylvania state assisted loans for the purchase of specific machinery and equipment. These loans bear interest at rates ranging from 2.75% to 3.25% per annum and mature on dates ranging from July 2011 through July 2013. The borrowings under the state assisted loans are collateralized by certain production equipment.

During the year ended June 30, 2008, the Company issued A$2,000 (approximately $1,920) of convertible notes which were convertible into shares of the Company’s common stock at a conversion price of A$1.5 (approximately $1.44) per share. Interest was payable semi-annually at a rate of 12% per annum. A$780 and $A1,220 of these convertible notes were exchanged for 520,000 and 813,334 shares of the Company’s common stock during the years ended June 30, 2009 and 2008, respectively.

F-26

Unilife Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(in thousands, except share and per share data)

During the year ended June 30, 2007, the Company issued A$5,200 (approximately $4,420) of convertible notes which were convertible into shares of the Company’s common stock at a conversion price of A$1.2 approximately $1.02 per share. Interest was payable semi-annually at a rate of 10% per annum. A$555 and A$4,645 of these convertible notes were exchanged for 462,500 and 3,870,833 shares of the Company’s common stock during the years ended June 30, 2008 and 2007, respectively.

During the year ended June 30, 2008, the Company signed an Option Agreement with MedPro Safety Products, Inc. (‘MedPro”) pursuant to which MedPro paid the Company $3,000 for an option to negotiate and enter into a License Agreement for the exclusive distribution of the Unitract 1mL safety syringe within the United States. During the year ended June 30, 2009, the agreement with MedPro was terminated and the Company repaid MedPro $2,300, plus interest at 7.0%. The Company retained the remaining $700 as reimbursement for legal fees.

As of June 30, 2009, aggregate maturities of long-term obligations are as follows:

For the year ending June 30,
2010	$	405
2011		381
2012		272
2013		271
2014		270
Thereafter		1,534
	$	3,133

9. Loss Per Share

The Company’s net loss per share is as follows:

	Year ended June 30,
	2009			2008			2007
Numerator
Net loss	$	(517	)	$	(8,537	)	$	(8,969	)
Denominator
Weighted average number of shares used to compute basic loss per share		34,426,353			32,938,477			23,413,811
Effect of dilutive options to purchase common stock		—			—			—
Weighted average number of shares used to compute diluted loss per share		34,426,353			32,938,477			23,413,811
Basic loss per share	$	(0.02	)	$	(0.26	)	$	(0.38	)
Diluted loss per share	$	(0.02	)	$	(0.26	)	$	(0.38	)

During the years ended June 30, 2009, 2008 and 2007, options to purchase 6,322,500, 9,438,996 and 8,425,204 shares of common stock were excluded from the computation of diluted loss per share, respectively as their effect would have been anti-dilutive.

F-27

Unilife Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(in thousands, except share and per share data)

10. Income Taxes

Income tax expense (benefit) is as follows:

	Year ended June 30,
	2009								2008								2007
	Current		Deferred			Total			Current		Deferred			Total			Current		Deferred			Total
Federal	$	—	$	(1,070	)	$	(1,070	)	$	—	$	(755	)	$	(755	)	$	—	$	(544	)	$	(544	)
State		—		(339	)		(339	)		—		(123	)		(123	)		—		(82	)		(82	)
Australian		—		(663	)		(663	)		—		(9,883	)		(9,883	)		—		(7,962	)		(7,962	)
Changes in valuation allowance		—		2,072			2,072			—		10,761			10,761			—		8,588			8,588
Total income tax benefit	$	—	$	—		$	—		$	—	$	—		$	—		$	—	$	—		$	—

Deferred Income Tax Assets and Liabilities

In 2005, the Company qualified and was awarded Job Creation Tax Credits from the Commonwealth of Pennsylvania, acting through the Department of Community and Economic Development. The maximum credits the Company qualifies for was $21 in Pennsylvania Corporate Net Income Tax, which expires in 2012. The credits are contingent on the Company maintaining its operating facility in York County, Pennsylvania, continued operations for five years after the award, creating 65 full-time jobs within three years which pay at least 150% of the Federal minimum wage rate and investing at least $2,425 in the business.

In assessing the realizability of deferred income tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. In assessing the realizability of the Company’s deferred tax assets, which are principally net operating loss carry forwards, management considers the reversal of deferred tax liabilities which are scheduled to reverse during the carry forward period and tax planning strategies.

As of June 30, 2009, the Company had net operating loss carry forwards for federal, state and Australian income tax purposes of approximately $3,146, $3,118 and $17,562, respectively which are available to offset future taxable income, if any. The federal, state and Australian net operating loss carry forwards begin to expire on various dates from 2023 through 2029.

Deferred taxes are comprised of the following at June 30, 2009 and 2008.

	June 30,
	2009			2008
Net operating loss carryforwards	$	4,208		$	10,270
Share-based compensation expense		1,112			183
Deferred revenue		3,170			—
Depreciation differences		239			55
Valuation allowance		(8,729	)		(10,508	)
Net deferred taxes	$	—		$	—

F-28

Unilife Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(in thousands, except share and per share data)

The reconciliation of income tax computed at the U.S. federal statutory rate to the effective income tax rate as follows:

	Year ended June 30,
	2009			2008			2007
Tax at U.S. statutory rate		(35	%)		(35	%)		(34	%)
State taxes, net of federal benefit		(11	%)		(6	%)		(5	%)
Non-deductible and non-taxable items		2	%		1	%		—	%
Change in valuation allowance		44	%		40	%		39	%
		0	%		0	%		0	%

11. Employee Benefit Plans

The Company has a retirement savings 401(k) plan covering all U.S. employees. Participating employees may contribute up to 100% of their pre-tax earnings, subject to the statutory limits. During the years ended June 30, 2009, 2008 and 2007, the Company did not match any employee contributions.

12. Contingencies

The Company is involved in, or has pending, various legal proceedings, claims, suits and complaints arising out of the normal course of business. Based on the facts currently available to the Company, management believes that these claims, suits and complaints are adequately provided for, covered by insurance, without merit or not probable that an unfavorable outcome will result.

13. Business Alliance

On June 30, 2008 the Company signed an exclusive licensing agreement with a pharmaceutical company, sanofi-aventis, which was amended in June, 2009. Under the amended agreement, the Company has granted sanoifi-aventis an exclusive license to certain of the Company’s intellectual property in order and solely to develop, in collaboration with the Company, the Unifill syringe for use in and sale to the pre-filled syringe market within those therapeutic areas to be agreed upon between the Company and sanofi-aventis and a non-exclusive license outside those therapeutic areas that are exclusive to sanofi-aventis or after the expiration of the exclusive license with sanofi-aventis. Pursuant to the exclusive licensing agreement, sanofi-aventis has paid the Company a 10,000 Euro ($13,024) up front non-refundable one-time fee. The exclusive license granted thereunder has an initial term expiring on June 30, 2014, unless the Company and sanofi-aventis fail to agree upon the list of therapeutic areas that are exclusive to sanofi-aventis, in which event the exclusive license will have a term until June 29, 2012 for all therapeutic areas. If during the term of the exclusive license, sanofi-aventis has purchased the Unifill syringe for use with a particular drug product, sanofi-aventis will receive a ten-year extension of the term of the exclusive license, which extension will be reduced to five years if sanofi-aventis does not sell a minimum of 20,000 units of the product in any of the first five years of such ten-year extension period. During the year ended June 30, 2009, the Company recognized $2,456 of this up front payment as revenue and deferred $10,568 which will be recognized on a straight-line basis over the remaining term of the agreement.

Under the exclusive licensing agreement, the Company is not precluded from using certain of its intellectual property to develop, license and sell any products in any market other than the ready-to-fill syringe market, or from entering into licensing or other business arrangements with other pharmaceutical companies for the ready-to-fill syringe market outside those therapeutic areas that are exclusive to sanofi-aventis, or after the expiration of the exclusive license with sanofi-aventis. If the Company grants a license to a third party in respect of the ready-to-fill syringe market, then the Company is required to pay sanofi-aventis 70% of any access, license or other upfront fee received from such third party for access to purchase the products until our payments to sanofi-aventis have totaled €10 million, following which the Company is required to pay 30% of such fees it receives through the end of the initial exclusivity period. The Company is also required to pay sanofi-aventis an annual royalty payment of 5% of the revenue generated from any sale of the Unifill syringe to third parties, up to a maximum amount of €17 million in such royalty payments.

F-29

Unilife Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(in thousands, except share and per share data)

Under a related industrialization agreement, signed on June 30, 2009, sanofi-aventis has agreed to pay the Company up to 17,000 Euro ($23,400) in milestone-based payments to fund the completion of the Company’s industrialization program for the Unifill syringe. The industrialization program began in July 2008 and is scheduled to be completed by the end of 2010. The industrialization agreement requires sanofi-aventis to provide a list to the Company that specifies therapeutic drug classes for which it seeks to market the Unifill syringe on an exclusive basis. The Company and sanofi-avenits will then discuss the exclusivity list during a several month negotiation period, and if the list is agreed, sanofi-aventis will retain exclusive rights to the use of the product within these designated therapeutic drug classes until June 30, 2014, subject to the extension described above. If the Company and sanofi-aventis are unable to reach an agreement on the list, sanofi-aventis will retain full exclusivity across all therapeutic classes until July 1, 2012. Unless terminated earlier, the industrialization agreement has a term until the completion of the industrialization program. During the year ended June 30, 2009, the Company recognized $13,601 in revenue related to the milestones achieved under the industrialization agreement of which $7,024 was collected after year end.

The industrialization agreement provides that, subject to the full completion of the industrialization program, the parties will negotiate a supply agreement for the manufacture and purchase of the final product on a commercial scale. The supply agreement will provide that sanofi-aventis and its affiliates will purchase the final product exclusively from us, and the industrialization agreement provides that we are not required to commit more than 30% of our expected installed production capacity to sanofi-aventis and its affiliates for the 12 months following the receipt of a purchase order. Any order of sanofi-aventis, together with its other orders, that will exceed the 30% capacity limit will require up to a maximum of 24 months lead time before we are required to commence delivery of that order.

14. Quarterly Results (unaudited)

	Quarter ended			Quarter ended			Quarter ended			Quarter ended
	September 30, 2008			December 31, 2008			March 31, 2009			June 30, 2009
Year ended June 30, 2009
Revenues	$	2,305		$	5,822		$	4,146		$	7,703
Gross profit		1,174			4,780			3,466			7,019
Net income (loss)		(1,616	)		(861	)		(271	)		2,231
Basic earnings (loss) per share	$	(0.05	)	$	(0.03	)	$	(0.01	)	$	0.07
Diluted earnings (loss) per share	$	(0.05	)	$	(0.03	)	$	(0.01	)	$	0.07

	Quarter ended			Quarter ended			Quarter ended			Quarter ended
	September 30, 2007			December 31, 2007			March 31, 2008			June 30, 2008
Year ended June 30, 2008
Revenues	$	1,019		$	553		$	1,181		$	747
Gross profit		418			(204	)		396			434
Net loss		(1,767	)		(2,690	)		(1,648	)		(2,432	)
Basic loss per share	$	(0.05	)	$	(0.08	)	$	(0.05	)	$	(0.08	)
Diluted loss per share	$	(0.05	)	$	(0.08	)	$	(0.05	)	$	(0.08	)

15. Subsequent Events

On September 1, 2009, UMSL announced that it entered into a Merger Implementation Agreement with the Unilife Corporation, pursuant to which shareholders and optionholders of UMSL will exchange their existing interests in UMSL for equivalent interests in Unilife Corporation and Unilife Corporation will become the parent, or ultimate parent of UMSL and its subsidiaries. Each holder of UMSL ordinary shares or share options will receive one share of common stock or one stock option, of Unilife Corporation for every six UMSL ordinary shares or share options, respectively, held by such holder, unless a holder of UMSL ordinary shares elects to receive, in lieu of common stock, Chess Depository Interests, or CDI’s (each representing one-sixth of a share of the Company’s common stock) of the Company, in which case such holder will receive one CDI of Unilife Corporation for each ordinary share of UMSL. All share and per share data has been retroactively restated to reflect the one for six share consolidation. The redomiciliation transaction is subject to various conditions, including without limitation, approval by the Australian Federal Court, approval by the shareholders and optionholders of UMSL, and a report by an independent expert concluding that the redomiciliation transaction is fair, reasonable and in the best interests of the shareholders and optionholders.

As part of its subsequent events re-evaluation through February 1, 2010, the Company noted that this redomiciliation occurred as described above on January 27, 2010 (unaudited).

F-30

Unilife Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(in thousands, except share and per share data)

On October 8, 2009, UMSL issued 3,460,344 shares of common stock to a group of Australian and US investors in a private placement. As part of the private placement, UMSL will, subject to shareholder approval, issue an additional 2,831,191 shares of common stock and options to purchase 3,145,767 shares of common stock to the investors in the private placement. The shares of common stock were or will be issued at a price of A$5.10 per share for aggregate proceeds of A$32,086, of which A$14,439 is subject to shareholder approval and the options will be issued for no additional consideration. Each of the options will be exercisable within three years after the date of grant. Half of the options will have an exercise price of A$7.50 per share, and the other half of the options will have an exercise price of A$12.00 per share. In conjunction with the private placement, UMSL also provided its eligible Australian and New Zealand shareholders with an opportunity to purchase shares of common stock in a share purchase plan, at a price of A$5.10 per share, for a total consideration of up to A$10,000. In addition, UMSL will, subject to shareholder approval, issue options to purchase up to 500,000 shares of common stock to certain advisors and brokers as compensation for their services with respect to the private placement and the share purchase plan. These options will be exercisable within three years after the date of grant at a price of A$5.10 per share. UMSL plans to seek the requisite shareholder approval at a shareholders meeting to be held in November 2009. The Company intends to use the proceeds raised from the private placement and the share purchase plan to accelerate the expansion of its operational capabilities, production facilities and equipment requirements in the United States, and complete the industrialization of the Unifill syringe. As part of its subsequent events re-evaluation through January 5, 2010, the Company notes that shareholder approval was obtained in November 2009 and the Australian and New Zealand shareholders actually acquired A$21,500 (unaudited) under the share purchase plan.

While the private placement was conducted by UMSL prior to the redomiciliation, all of the share numbers and share option exercise prices referred to above give effect to the share consolidation the Company will effect in connection with the redomiciliation (one share of the Company’s common stock equals six ordinary shares of UMSL). The ordinary shares and share options issued in the placement will be exchanged for shares of the Company’s common stock and options to purchase its common stock in connection with the redomiciliation.

During October 2009, the Company accepted a $5,200 offer of assistance from the Commonwealth of Pennsylvania. The offer includes $2,000 for the development of the Company’s new global headquarters and manufacturing facility as well as up to $2,000 in low interest financing loans for land, building, acquisition and construction costs. The offer also includes a $500 opportunity grant, as well as $500 in tax credits. Finally, the offer includes up to $200 for the reimbursement of eligible job training costs. The offer is based on the Company’s proposed project being expected to create more than 200 new full-time jobs by December 31, 2012, to retain the Company’s 97 existing employees and to have a total cost of $86,000 and is contingent upon the Company submitting complete applications and meeting all program guidelines. The Company cannot assure that it will be able to receive any or all of the assistance for the Company’s current development project or otherwise.

F-31

EXHIBIT INDEX

Exhibit Number			Description
	2.1		Amended and Restated Merger Implementation Agreement dated as of September 1, 2009 between Unilife Medical Solutions Limited and Unilife Corporation +**
	2.2		Share Purchase Agreement among Unilife Medical Solutions Limited, Edward Paukovits, Jr., Keith Bocchicchio, and Daniel Adlon dated as of October 25, 2006 and amended as of September 26, 2007+**
	3.1		Certificate of Incorporation of Unilife Corporation**
	3.2		Bylaws of Unilife Corporation**
	4.1		Form of Common Stock Certificate**
	10.1		Exclusive Agreement dated as of June 30, 2008 between Unilife Medical Solutions Limited and Sanofi Winthrop Industrie**
	10.2	*	First Amendment dated as of June 29, 2009 to Exclusive Agreement dated as of June 30, 2008 between Unilife Medical Solutions Limited and Sanofi Winthrop Industrie**
	10.3	*	Industrialization Agreement dated as of June 30, 2009 between Unilife Medical Solutions Limited and Sanofi Winthrop Industrie**
	10.4		Business Lease, dated as of August 17, 2005, between Integrated BioSciences, Inc. and AMC Delancey Heartland Partners, L.P.**
	10.5		Agreement dated as of September 15, 2003 between Integrated BioSciences, Inc. and B. Braun Medical, Inc. and amendments thereto
	10.6		Promissory Note, dated as of December 30, 2005 between Integrated BioSciences, Inc. and Commerce Bank**
	10.7		Promissory Note, dated as of August 25, 2006 between Integrated BioSciences, Inc. and Commerce Bank**
	10.8		Employment Agreement, dated as of October 26, 2008 between Unilife Medical Solutions Limited and Alan Shortall**
	10.9		Employment Agreement, dated as of February 15, 2005 between Unilife Medical Solutions Limited and Jeff Carter**
	10.10		Employment Agreement, dated as of November 10, 2009 between Unilife Medical Solutions, Inc. and Daniel Calvert**
	10.11		Employment Agreement, dated as of November 10, 2009 between Unilife Medical Solutions, Inc. and Bernhard Opitz**
	10.12		Employment Agreement, dated as of November 10, 2009 between Unilife Medical Solutions, Inc. and Mark Iampietro**
	10.13		Employment Agreement, dated as of November 10, 2009 between Unilife Medical Solutions, Inc. and Stephen Allan**
	10.14		Employment Agreement, dated as of November 10, 2009 between Unilife Medical Solutions, Inc. and Eugene Shortall**
	10.15		Consulting Agreement, dated as of January 22, 2009 between Unilife Medical Solutions Limited and Joblak Pty Ltd**
	10.16		Deed of Mutual Release, dated January 12, 2009 between Unilife Medical Solutions Limited and Jeff Carter**
	10.17		Unilife Corporation Employee Stock Option Plan**
	10.18		Unilife Corporation 2009 Stock Incentive Plan**
	10.19		Unilife Medical Solutions Limited Exempt Employee Share Plan**
	10.20		Agreement dated November 12, 2009 between Unilife Medical Solutions, Inc. and Mikron Assembly Technology
	10.21		Purchase and Mutual Indemnification Agreement dated November 16, 2009 between Unilife Cross Farm LLC and Greenspring Partners, LP**
	10.22		Offer of assistance dated October 16, 2009 from the Commonwealth of Pennsylvania to Unilife Medical Solutions and acceptance of the offer**
	10.23		Agreement Between Unilife Cross Farm LLC and L2 Architecture dated as of December 29, 2009, as amended**
	10.24		Agreement between Unilife Cross Farm LLC and HSC Builders & Construction Managers dated as of December 14, 2009, as amended**
	10.25		Development Agreement, dated December 14, 2009 between Unilife Cross Farm LLC and Keystone Redevelopment Group LLC
	10.26		Amended and Restated Operating Agreement dated December 14, 2009 of Unilife Cross Farm LLC**
	10.27		Form of Share Purchase Agreement between Unilife Medical Solutions Limited and each of the US investors in the October and November 2009 private placement**
	10.28		Form of Subscription Agreement between Unilife Medical Solutions Limited and each of the Australian investors in the October and November 2009 private placement**
	10.29		2009 Share Purchase Plan Terms and Conditions**
	10.30		Offer Letter dated November 12, 2008 from Unilife Medical Solutions Limited to Daniel Calvert
	10.31		Offer Letter dated November 20, 2008 from the Coelyn Group, on behalf of Unilife Medical Solutions Limited to Bernhard Opitz
	10.32		Consulting Agreement between Unilife Medical Solutions Limited and Medical Middle East Limited
	10.33		Option Deed, dated January 21, 2010 between Unilife Medical Solutions Limited and Edward Fine
	10.34		Deed of Settlement and Release dated October 26, 2008 among Unilife Medical Solutions Limited and Craig Thorley, Joseph Kaal, Alan Shortall and Roger Williamson
	10.35		Deed of Confirmation of Intellectual Property Rights and Confidentiality among Unilife Medical Solutions Limited, Unitract Syringe Pty Limited, Craig Thorley and Joseph Kaal
	10.36		Form of Restricted Stock Agreement under the Unilife Corporation 2009 Stock Incentive Plan between Unilife Corporation and Alan Shortall
	10.37		Form of Unilife Corporation Nonstatutory Stock Option Agreement between Unilife Corporation and Alan Shortall
	10.38		Membership Interest Purchase Agreement, dated December 14, 2009 between Unilife Cross Farm LLC and Cross Farm, LLC.
	10.39		Letter Agreement dated January 29, 2010 between sanofi-aventis and Unilife Medical Solutions.
	21		List of subsidiaries of Unilife Corporation**

+	The annexures, schedules and exhibits to this exhibit have been omitted. A copy of any omitted annexure, schedule or exhibit will be furnished to the Securities and Exchange Commission supplementally upon request.
*	Confidential treatment has been requested for certain provisions of this Exhibit pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
**	Previously filed.

EX-10.5

Exhibit 10.5

SUPPLY AGREEMENT

THIS SUPPLY AGREEMENT (the “Agreement”) dated as of September 15 2003, by and between B. BRAUN MEDICAL INC., a Pennsylvania corporation having offices at 824 Twelfth Avenue, Bethlehem, Pennsylvania 18018 (“B. Braun”) and Integrated Biosciences, Inc., having offices at 3721 TecPort Drive Suite 150, Harrisburg, PA 17111 (“Company”).

The parties hereto, intending to be legally bound hereby, agree as follows:

1. Definitions. When used in this Agreement, capitalized terms, including their plural form, shall have the following meanings:

1.1 “Product” means, individually and collectively, the products listed in Exhibit Ahereto, as further described in the contract documents.

1.2 “Specifications” means the Product specifications, attached as Appendix B, C, D and E hereto.

2. Scope of Work. Company shall provide to B. Braun products meeting specifications set forth in exhibits and in accordance with individual purchase orders placed by Braun for delivery of product(s).

3. Contract Documents. The documents listed below are incorporated herein by reference:

a) Exhibit A — Commercial requirements product matrix-Syringes

b) Exhibit B — Product specifications

c) Exhibit C — Process/QA specifications

d) Exhibit D — Manufacturing specifications

e) Exhibit E — Siliconize Prices

f) Exhibit F — Memorandum of Understanding

4. Supply of Product. During the term of this Agreement and any extension or renewal thereof, and subject to the terms and conditions of this Agreement, Company shall manufacture and supply to B. Braun, and B. Braun shall purchase from Company, the Product that B. Braun may order pursuant to the terms of this Agreement. The ordering of Products shall be by means of individual purchase orders issued by B. Braun’s authorized procurement personnel. Binding purchase orders shall be issued with at least thirty (30) days notice prior to the required delivery dates thereunder, and shall specify the name, product code, quantities of each of the Products to be purchased, required delivery dates, and shipping instructions.

5. Price and Payment. The price of the Products shall be as set forth in Exhibit A hereto, and shall remain firm for the term of this Agreement. Company shall bear all federal, state and local taxes based upon or measured by its net income or its business. Company shall invoice B. Braun with any shipment of Products and B. Braun shall make payment to Company, at the address specified on the invoice, no later than the later of forty-five (45)days from the receipt of the invoice

6. Delivery. All shipments of Products shall be made on the Delivery Date, F.O.B. B. Braun’s delivery point on the purchase order. Cost of Freight shall be be prepaid by Company and added to invoice. If defective product is received and disposition determined by B. Braun and Company is to use as is due to schedule contraints, B. Braun will 100% inspect product for useable product. The time needed to perform 100% inspection will be charged Company at a rate of $25.00 /hr. B. Braun will not be required to pay for any defective product

7. Product Specifications; Etc. Any changes in the Specifications for any of the Products shall be mutually approved in writing in advance by the parties prior to the incorporation of any such change in any production units. Company agrees to promptly incorporate and validate with assistance of B. Braun all agreed-upon changes, consistent with good manufacturing practices. If Product does not meet Specifications, then B. Braun shall have a right, in addition to its other remedies at law or equity, to terminate this Agreement without any liability to Company. B. Braun may, from time to time, send representatives to Company’s manufacturing facility or its suppliers’ facilities to observe, audit and inspect the production facilities, and Company will allow B. Braun’s representatives reasonable access to all manufacturing records for the Product so as to ensure that Company is in compliance with the applicable government regulations and the Specifications.

8. Warranties. Company represents, warrants and covenants to B. Braun that the Products delivered under this Agreement shall be free from defects in material workmanship shall comply in all respects with the applicable Specifications for such product and shall be manufactured in accordance with all applicable laws, regulations, and directives. B. Braun shall notify Company in writing if it determines that any Product fails to meet the warranties set forth herein and at B. Braun’s option, Company will, at Company’s expense, immediately repair or replace the defective Product, or reimburse B. Braun the purchase price of such defective Product Company shall bear all freight cost and risk of loss or damage to returned and replacement Products while in transit. THE WARRANTIES PROVIDED IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY AND ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.

9. Compliance with Laws. Company represents, warrants and covenants to B. Braun that it shall, at all times, comply with all applicable laws, rules and regulations and standards applicable to manufacturing of the Products. Any provision required to be included in a contract of this type by any applicable and valid federal, state or local law, ordinance, rule or regulation shall be deemed to be incorporated herein, and Company agrees to comply with all applicable laws and regulations in connection with its obligations hereunder.

10. Insurance. Company represents and warrants to B. Braun that it is currently insured and covenants that at all times during the term of this Agreement it will maintain from a qualified insurance including without limitation, a comprehensive general liability insurance policy, product liability insurance, personal injury insurance and contractual liability coverage which is sufficient to adequately protect against the risks associated with its ongoing business, including the risks which might possibly arise in connection with the transactions contemplated by this Agreement, in an amount of at least $1,000,000 per single claim (with a deductible amount of no greater than $10,000). Company, at the time of signing, shall furnish B. Braun with a Certificate of Insurance evidencing that such insurance is in full force and effect, and providing that B. Braun will be provided written notice at least sixty (60) days in advance of any material change, cancellation or termination of insurance. Such insurance shall be on an occurrence-made basis, shall name B. Braun, as an additional insured All such policies shall contain an endorsement that they shall be primary in all instances regardless what, if any, like coverages are carried by B. Braun.

11. Indemnification. Company hereby indemnifies and agrees to defend and hold B. Braun, its offices, directors, agent and employees (individually and collectively, “B. Braun Parties”) harmless from and against any and all damages, liabilities, penalties, losses or expenses including, without limitation, legal fees, arising out of or resulting from any claims, actions, demands or proceedings asserted by a third party (“Claim”) which results from or arises out of (i) Company’s breach of any warranty, representation or agreement of Company in this Agreement (iii) and the death of, or bodily injury to, any person on account of the acts or omissions of Company Parties.

12. Term; Termination; Event of Default & Remedies.

12.1 This Agreement shall commence on the date set forth above and shall continue until Sept 2 2004, unless sooner terminated in accordance with the provisions hereof. Thereafter, this Agreement may be extended under terms mutually agreed upon by both parties and formalized in writing.

12.2 In addition, this Agreement may be terminated as follows:

(a) By either party, effective upon delivery of a termination notice, if the other party (i) files in any court pursuant to any statute of the United States or of any individual state, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or at the appointment of a receiver or trustee of the party of its assets, (ii) is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within sixty (60) days after filing thereof, (iii) is a party to any dissolution or liquidation, (iv) makes an assignment for the benefit of creditors, or (v) discontinues its operations for any reason whatsoever.

2

(b) By B. Braun, immediately upon written notice to Company, if Company assigns or transfers this Agreement or any of its obligations hereunder to any party, including without limitation, any successor in interest through merger, sate of stock, assets, business line, or otherwise.

(c) By either party, in the event that the other party fails to perform or otherwise breaches any of its obligations hereunder, by giving notice of its intent to terminate and stating the grounds therefore. The party receiving such notice shall have thirty (30) days from the receipt thereof to cure the failure or breach at which time this Agreement shall terminate if said failure or breach has not been cured to the reasonable satisfaction of the other party. In no event, however, shall such notice of intention to terminate, or actual termination by the nonbreaching party, be deemed as a waiver of any other rights or remedies which such party may have as a consequence of such failure or breach, and such party shall have all other rights and remedies available at law or in equity.

10.3 Termination of this Agreement shall not relieve either party from its duty to discharge all obligations accruing prior to such termination, including parties’ obligations pursuant to any purchase order outstanding on the date of such termination and for payment for any Product delivered prior to the termination hereof. Notwithstanding Subsection 10.2(c), upon any breach, default or failure to perform by one party hereunder, the other party may continue to operate under this Agreement while pursuing any remedy it may have at law or equity, so long as such non-breaching party continues to meet all of its obligations under this Agreement, but only to the extend that the breach, default or failure to perform does not adversely and materially affect any such obligation of the non-breaching party.

10.4 Upon termination of this Agreement for any reason whatsoever, (i) B. Braun shall return to Company all confidential information and documents relating to or containing confidential information, together with all copies made thereof and extracts made therefrom, and (ii) Company shall return to B. Braun all confidential information and documents relating to or containing confidential information, together with all copies made thereof and extracts made therefrom; provided that the parties shall be entitled to retain one copy of the Confidential Information in their legal department files for the purpose of insuring compliance with any applicable governmental rules and regulations.

13. Limitation of Liability. Except for the obligations of indemnification hereunder, or as otherwise expressly provided herein neither party shall be liable to the other party for any indirect, special, punitive, incidental or consequential damages from any cause whatsoever, regardless if any remedy herein fails, including without limitation, damages for loss of profits or opportunity costs.

14. Force Majeure. If either party becomes unable to perform any of its obligations hereunder, in whole or in part, by reason of an act of God, acts of civil or military authorities or fires, floods, wars and riots or civil disturbances (a “Force Majeure”), such failure of performance shall be excused during the continuance of and to the extent of such Force Majeure event. Each party will promptly notify the other of any occurrence of an event of Force Majeure and of the termination thereof. B. Braun may terminate this Agreement if the Force Majeure event will exceed thirty (30) days.

15. Miscellaneous Terms and Conditions.

15.1 Each party agrees to hold in confidence and refrain from using, distributing, disseminating or disclosing to others any information of the other party that is designated by the discloser as “confidential” other than pursuant to this Agreement. The restrictions set forth in the preceding sentence shall not apply to confidential information that a receiving party proves: (a) was, at the time of disclosure hereunder, in the public domain or becomes at a later date reasonably available to the public through no fault of the recipient; (b) was in the possession of recipient prior to disclosure hereunder, as evidence by recipient’s written or tangible evidence: (c) was disclosed to recipient by a third party that has an independent right to disclose the information; (d) was independently developed by recipient as evidenced by competent proof; or (e) was required to be disclosed by judicial order, statute or governmental regulation, provided that the disclosing party is given reasonable prior written notice of any such required disclosure. This Section shall survive termination of this Agreement and any extension thereof, for a period of three (3) years.

3

15.2 The parties hereto shall be deemed to have the status of independent contractors, and shall have the relationship of buyer and seller. Nothing in this Agreement shall be deemed to place the parties in the relationship of partners, licensor-licensee, principal-agent or joint venturers. Neither party shall have any right or authority to create or assume any obligation or to bind the other party in any manner whatsoever.

15.3 Neither party shall assign this Agreement or their rights hereunder without the prior written consent of the other party, provided that this Section shall not apply to an assignment by B. Braun to an affiliated Company or any successor to its business. This Agreement shall inure to the benefit of, and be binding upon, the permitted assigns and successors of the parties hereto.

15.4 Any notice or request required or permitted to be given under or in connection with this Agreement shall be in writing and shall be deemed given only if delivered personally, sent by registered or certified mail, return receipt requested, or by overnight delivery service to the applicable address set forth above or such other address as a party may have specified in a notice duly given to the other party as provided herein,

15.5 This Agreement, including the Appendixes and exhibits attached hereto, and B. Braun’s purchase orders (and any future addenda, or amendments referencing this Agreement) contains the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior proposals and agreements between the parties, whether oral or written, and there are no other promises or representations relating to the subject matter hereof that is not incorporated herein. No addition to or waiver or modification of any provision of this Agreement shall be binding unless in writing and signed by a duly authorized representative of each party. Without limiting the generality of the foregoing, no modification or amendment shall be effected by or result from the receipt, acceptance, signing or acknowledgment of any order acknowledgments, invoices, shipping documents or other business forms containing terms or conditions in addition to or different from the terms and conditions set forth in this Agreement or B. Braun’s purchase orders. Such documentation is permitted only as a convenience to the parties, and all such documentation shall be governed and superceded by the terms and conditions of this Agreement and B. Braun’s purchase orders. Any failure by either party to enforce any of their respective rights herein shall not be deemed a waiver of such rights, and it may, from time to time, and at its option, enforce any of its rights hereunder, notwithstanding any course of dealing or performance. Notwithstanding the termination of this Agreement, the rights and obligations of the parties set forth in the provisions of Sections 6, 8, 9, 10,11 and 13 of this Agreement shall survive the termination of this Agreement in accordance with their terms.

15.6 For the purpose of implementing Section 1861 (v)(I)(I) of the Social Security Act, as amended, and any written regulations thereto, Company agrees to comply with the following statutory requirements governing the maintenance of documentation to verify the cost of services rendered under this Agreement:

(a) Until the expiration of four (4) years after the furnishing of services pursuant to the Agreement, Company shall make available, upon written request, to B. Braun, the Secretary of HHS, or the Comptroller General of the U.S., or any of their duly authorized representatives, the contract, and books, documents, and records of Company that are necessary to certify the nature and extent of such costs, and

(b) If Company carries out any of the duties of the Agreement through a subcontract, with a value or cost of $10,000 or more over a 12-month period, with a related organization, such subcontract shall contain a clause to the effect that until the expiration of four (4) years after the furnishing of such services pursuant to such subcontract, the related organization shall make available, upon written request, to B. Braun, the Secretary, or the Comptroller General or any of their duly authorized representatives, the subcontract, and books, documents, and records of such organization that are necessary to verify the nature and extent of such costs.

4

15.7 Seller shall not maintain or provide racially segregated facilities for employees at any establishment under its control. Seller agrees to adhere to the requirements set forth in Executive Orders 11246 and 11375. Seller Agrees to comply with all state and federal Equal Employment Opportunity, Immigration, and Affirmation Action requirements including 42 U.S.C. 2000 (e) et seq., The Civil Rights Act of 1964, The Civil Rights Act of 1991, 503 and 504 of the Rehabilitation Act of 1973, 204 of the Vietnam Era Veterans’ Readjustment Assistance Act of 1974, The Americans with Disability Act and the Immigration Reform Act of 1985 and any amendments and applicable regulations pertaining thereto.

15.8 Each party represents and warrants that (i) it has the right to enter into this Agreement and to perform all of its obligations hereunder, and (ii) this Agreement, when executed and delivered, will be a legal valid, and binding obligation of such party, enforceable against such party in accordance with its terms. Any ambiguities in this Agreement will not be interpreted against the drafting party.

15.9 The provisions of this Agreement shall be severable from each other and from the rest of this Agreement, and in the event that any portion of this Agreement shall be held invalid, void, unenforceable, or ineffective by a court of competent jurisdiction, the remaining portions thereof shall remain in full force and effect. If any of the terms of provisions of this Agreement are in conflict with any applicable statute or rule of law, then such terms or provisions shall be deemed inoperative to the extent that they may conflict therewith, and shall be deemed to be modified to conform with such statute or rule of law. The Headings in this Agreement are included for ease of reference only and shall have no legal effect.

15.10 This Agreement shall be governed and interpreted in accordance with the laws, but not the laws of conflict of laws, of the Commonwealth of Pennsylvania. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof (“Claim”), shall be settled by arbitration pursuant to the Federal Arbitration Act, 9 U.S.C. § 1, et seq., in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The decision of the arbitrator(s) shall be final and binding upon the parties and judgment upon the award may be entered in any court having jurisdiction thereof. Each party shall pay its own attorneys’ fees and expenses, except that the cost of arbitration shall be split between the parties involved, and mat if a prevailing party in court is required to initiate proceedings to enforce the award or confirm judgment, the prevailing party shall be entitled to recover its costs and attorneys’ fees associated with such action.

15.11 This Agreement may be executed by facsimile signatures and in one or more counterparts, each of which shall be deemed to be an original and one and the same Agreement.

IN WITNESS WHEREOF, the parries hereto have executed and delivered this Agreement as of the date set forth above.

B. BRAUN MEDICAL INC.
By:	/s/ Michael Stammherr	9/29/03	By:	/s/ Edward J. Paukovits, Jr.
	Name: Michael Stammherr			Name: Edward J. Paukovits, Jr.
	Title:   Vice Present, Strategic Purchasing			Title:   Chairman
By:	/s/ Mark Buckley	9/29/03	By:
	Name: Mark Buckley			Name:
	Title:   Commodity Manager, Strategic Purchasing			Title:

5

Exhibit A – Commercial Matrix IBSASSY061604

				Standard				Lead	Min Order		Incremental
Part Number	Size		Description	Unit Cost		Range		Time	Qty		Order Qty
S2000520		1.25	Printed Barrel P1-0-L	$	0.1111		0			1000		1000
S2112071		1.25	Printed Syringe - Henry Schein	$	0.1965		0			1000		1000
S2112072		1.25	Printed Syringe - Henry Schein	$	0.1965		0			1000		1000
S2112073		1.25	LL Controlled Stroke	$	0.2279		0			1000		1000
S2114209		1.25	LL Controlled Stroke Latex Free	$	0.2279		0			1000		1000
S2114241S		1.25	Generic Latex Free Syringe	$	0.1156		15000			1000		1000
S2114242S		1.25	Generic Latex Free Syringe	$	0.1156		12000			1000		1000
S2114247S		1.25	Logo Less Latex	$	0.1965		0			1000		1000
S2115002		1.25	OEM Latex Free	$	0.1965		0			1000		1000
S2115005		1.25	Latex Free Syringe - Arrow Intl	$	0.1965		0			1000		1000
S2115016		1.25	Latex Free Syringe	$	0.1965		15,000			1000		1000
S2112053		1.50	LL Controlled Stroke Latex Free	$	0.2279		0			1000		1000
S2040000		3.00	1/2cc LL Controlled Stroke	$	0.2279		0			1000		1000
S2040001		3.00	1/2cc LL Controlled Stroke	$	0.2279		0			1000		1000
S2040002		3.00	1cc LL Controlled Stroke w/ Blue Plunger	$	0.2279		0			1000		1000
S2040505		3.00	1-1/2cc LL Controlled Stroke Latex Free	$	0.2279		0			1000		1000
S2040755		3.00	3/4cc Controlled Stroke Latex Free	$	0.2279		0			1000		1000
S2040800		3.00	3/4cc Controlled Stroke Latex Free	$	0.2279		0			1000		1000
S2110000		3.00	1/2cc LL Controlled Stroke	$	0.2279		0			1000		1000
S2110002		3.00	1/2cc LL Controlled Stroke W/ Natural Plunger	$	0.2279		0			1000		1000
S2111005		3.00	1cc Controlled Stroke Latex Free	$	0.2279		0			1000		1000
S2112070		3.00	LL Controlled Stroke Latex Free	$	0.2279		0			1000		1000
S2112074		3.00	Controlled Stroke - Arrow	$	0.2279		0			1000		1000
S2116009		3.00	LL Controlled Stroke Latex Free	$	0.2279		0			1000		1000
S2116010		3.00	LL Controlled Stroke W/ Nat Plunger	$	0.2279		0			1000		1000
S2116011		3.00	LL Controlled Stroke	$	0.2279		25000			1000		1000
S2116012		3.00	LL Controlled Stroke w/ White Plunger	$	0.2279		0			1000		1000
S2117045		3.00	LL Controlled Stroke Latex Free	$	0.2279		0			1000		1000
S2131002		3.00	3/4mL Controlled Stroke Latex Free	$	0.2279		0			1000		1000
S2132000		3.00	LL Latex Free w/ Cap	$	0.2541		0			1000		1000
S2132021		3.00	LL Latex Free	$	0.1469		30000			1000		1000
S2132030		3.00	LL Latex Free	$	0.2279		0			1000		1000
S2132205		3.00	LL Latex Free	$	0.1469		0			1000		1000
S2171060		5.00	LS Syringe	$	0.2441		70000			1000		1000
S2171062		5.00	LL Adapter Syringe	$	0.2703		0			1000		1000
S2171100		5.00	Bulk Pkg P5-O-A Syringe w/ Cap	$	0.2279		0			1000		1000
S2172035		5.00	P5-0-L-A W/ Cap No Print	$	0.2910		0			1000		1000
S2000305		10.00	Printed High Value Barrel	$	0.1273		0			1000		1000
s2001322		10.00	Printed Barrel only Double Scale	$	0.1111		0			1000		1000
S2112032		10.00	10cc High Value Syr Contr.	$	0.2441		0			1000		1000
S2112034		10.00	10cc High Value Syr Red Nitro	$	0.2441		0			1000		1000
S2112042		10.00	10cc High Value Syr Blue	$	0.2441		0			1000		1000
S2112043		10.00	10cc High Value Syr Grn	$	0.2441		0			1000		1000
S2112044		10.00	10cc High Value Syr Yel	$	0.2441		0			1000		1000
S2112045		10.00	10cc High Value Syr Red	$	0.2441		0			1000		1000
S2112046		10.00	10cc High Value Syr Wht	$	0.2441		0			1000		1000
S2170000		10.00	LL Controlled Stroke W/ Latex Plunger	$	0.2441		0			1000		1000
S2170001		10.00	LL Controlled Stroke W/ Latex Plunger	$	0.2441		0			1000		1000
S2170002		10.00	LL Controlled Stroke W/ Latex Plunger	$	0.2441		0			1000		1000
S2170003		10.00	LL Controlled Stroke W/ Latex Plunger	$	0.2441		0			1000		1000
S2190000		10.00	LL Controlled Stroke	$	0.4431		0			1000		1000
S2191005		10.00	Bulk Pkg P10-O-A w/ Cap	$	0.1731		0			1000		1000
S2191010		10.00	Bulk Pkg P10-O-A No Cap	$	0.1469		60000			1000		1000
S2191020		10.00	LL Syringe	$	0.2279		0			1000		1000
S2191030		10.00	P10-0, No Cap, B	$	0.2279		0			1000		1000
S2192000		10.00	LL Syringe w/ Cap	$	0.2541		0			1000		1000
S2192025		10.00	Syringe, No Logo	$	0.2279		0			1000		1000
S2192027		10.00	LL Syringe No Cap	$	0.2279		0			1000		1000
S2192030		10.00	LL Double Scale	$	0.2279		35000			1000		1000
S2192040		10.00	LL Rad Resistant Syringe	$	0.3800		0			1000		1000
S2000405		20.00	Printed High Value Barrel	$	0.1273		0			1000		1000
S2112047		20.00	20cc High Value Syr Blue	$	0.2441		0			1000		1000
S2112048		20.00	20cc High Value Syr Grn	$	0.2441		0			1000		1000
S2112049		20.00	20cc High Value Syr Yel	$	0.2441		0			1000		1000
S2112050		20.00	20cc High Value Syr Red	$	0.2441		0			1000		1000
S2112051		20.00	20cc High Value Syr Wht	$	0.2441		0			1000		1000
S2221000		20.00	LS Latex Free w/ Cap	$	0.3800		0			1000		1000
S2221025		20.00	LS Latex Free	$	0.3800		15000			1000		1000
S2221050		20.00	LS Latex Free w/ Cap	$	0.3800		0			1000		1000
S2222110		20.00	P-20-0-L, No Cap	$	0.3800		0			1000		1000
S2223012		20.00	LL Adapter w/ Thumb Ring	$	0.4831		0			1000		1000
S2223013		20.00	LL Adapter w/ Thumb Ring and Cap	$	0.5383		0			1000		1000
S2001382		25.00	Printed Barrel 25ML (infl syringe)	$	0.1273		0			1000		1000
S2231000		30.00	P30-0 (3 YR EXP)	$	0.3894		0			1000		1000
S2231200		30.00	Bulk Pkg P30-O-L-B Latex Free	$	0.4445		0			1000		1000
S2232000		30.00	LL Adapter Syring w/ Cap	$	0.4445		0			1000		1000
S2232010		30.00	Printed Barrel w/ LL Adapter Welded	$	0.1110		0			1000		1000
S2232030		30.00	LL Adapter Syring	$	0.3894		0			1000		1000
S2232040		30.00	P30-O-L Syringe - Latex	$	0.3894		0			1000		1000
S2233301		30.00	LL Adapter Syring	$	0.3894		0			1000		1000
S2233303		30.00	LL Adapter Syring	$	0.3894		0			1000		1000
S2240000		50.00	Controlled Stroke Syringe	$	0.2953		0			1000		1000
S2240500		50.00	Printed Barrel w/ LL Adapter Welded	$	0.1111		0			1000		1000
S2240510		50.00	LL Syringe Assy - Latex Free	$	0.6008		0			1000		1000
S2242010		60.00	LL Adapter Syring	$	0.4445		0			1000		1000

** Barrel Printing Prices Included in Assembled Syringe Prices

Exhibit B – Drawings IBSASSY061604

Molded

Drawing

Printed

Printed

Molded

Molded

Plunger

Molded

Siliconized

Siliconized

Number

Printed

Barrel

Barrel

Molded

Barrel

Barrel

Molded

Tip

Plunger tip

Siliconized

Plunger Tip

Plunger tip

Barrel

Drawing

Revision

Barrel Part

Drawing

Revision

Barrel Part

Drawing

Revision

Plunger tip

Drawing

Revision

Plunger tip

Drawing

Revision

Molded Plunger

Molded Plunger

Part Number

Size

Description

Number

Level

Number

Number

Level

Number

Number

Level

part number

Number

Level

part number

Number

Level

Part Number

Drawing Number

S2000520

1.25cc

Printed Barrel Only P1-0-L

NA

NA

S2000520

C-200

none

M4260100

D-317

1

NA

NA

NA

NA

NA

NA

NA

NA

S2112071

1.25cc

Printed Syringe - Henry Shein

H-346

3

S2002540

C-316

none

M6880100S

D-347

1

A2000215

R-117

4

S2002054

A-671

6

M6890100S

D-348

S2112072

1.25cc

Printed Syringe - Henry Shein

H-499

0

S2002541

C-317

1

M6880100S

D-347

1

A2000215

R-117

4

S2002054

A-671

6

M6890100S

D-348

S2114241S

1.25cc

Generic Latex Free Syringe

H-375

2

NA

NA

NA

M6880100S

D-347

1

A2000215

R-117

4

S2002054

A-671

6

M6890100S

D-348

S2114242S

1.25cc

Generic Latex Free Syringe

H-375

2

NA

NA

NA

M6880102S

D-347

1

A2000215

R-117

4

S2002054

A-671

6

M6890102S

D-348

S2114247S

1.25cc

Logo Less Latex

H-452

0

S2001066S

C-334

none

M6880100S

D-347

1

A2000215

R-117

4

S2002054

A-671

6

M6890100S

D-348

S2115002

1.25cc

OEM Latex Free

H-396

0

S2000513

C-233

none

M6880100S

D-347

1

A200215 opt. A200206

R-117

4

S2002054 opt. S2002053

A-671

6

M6890100S

D-348

S2115005

1.25cc

Latex Free Syringe - Arrow Intl

H-398

2

S2000507

C-296

none

M6880100S

D-347

1

A2000215

R-117

4

S2002054

A-671

6

M6890100S

D-348

S2115016

1.25cc

Latex Free Syringe

H-405

1

S2000520

C-200

none

M6880100S

D-347

1

A2000215

R-117

4

S2002054

A-671

6

M6890100S

D-348

S2000305

10cc

Printed High Value Barrel

NA

NA

S2000305

B-1381

none

M6271700

D-327

0

NA

NA

NA

NA

NA

NA

NA

NA

S2001322

10cc

Printed Barrel only Double Scale

H-289

4

S2001323

C-188

none

M0330100

D-201

6

NA

NA

NA

NA

NA

NA

NA

NA

S2112032

10cc

High Value Syr Contr.

H-477

0

S2000308

B-1385

none

M6271700

D-327

0

A2101012

R-129

8

S2002312

A-671

6

M6260605

D-328

S2112034

10cc

High Value Syr Red Nitro

H-479

0

S2000311

B-1383

M6271700

D-327

0

A2101012

R-129

8

S2002312

A-671

6

M6260613

D-328

S2112042

10cc

High Value Syr Blue

H-480

0

S2000305

B-1381

none

M6271700

D-327

0

A2101012

R-129

8

S2002312

A-671

6

M6260603

D-328

S2112043

10cc

High Value Syr Grn

H-481

0

S2000305

B-1381

none

M6271700

D-327

0

A2101012

R-129

8

S2002312

A-671

6

M6260605

D-328

S2112044

10cc

High Value Syr Yel

H-482

0

S2000305

B-1381

none

M6271700

D-327

0

A2101012

R-129

8

S2002312

A-671

6

M6260606

D-328

S2112045

10cc

High Value Syr Red

H-483

0

S2000305

B-1381

none

M6271700

D-327

0

A2101012

R-129

8

S2002312

A-671

6

M6260613

D-328

S2112046

10cc

High Value Syr Wht

H-361

3

S2000305

B-1381

none

M6271700

D-327

0

A2101012

R-129

8

S2002312

A-671

6

M6260601

D-328

S2170000

10cc

LL Controlled Stroke W/ Latex Plunger

H-387

1

S2000006

C-332

none

M7290100

D-352

0

A2101012

R-129

8

S2002312

A-671

6

M6940104

D-351

S2170001

10cc

LL Controlled Stroke W/ Latex Plunger

H-387

1

S2000007

C-333

none

M7290100

D-352

0

A2101012

R-129

8

S2002312

A-671

6

M6940104

D-351

S2170002

10cc

LL Controlled Stroke W/ Latex Plunger

H-387

1

S2000008

C-328

none

M7290100

D-352

0

A2101012

R-129

8

S2002312

A-671

6

M6940101

D-351

S2170003

10cc

LL Controlled Stroke W/ Latex Plunger

H-387

1

S2000009

C-330

none

M7290100

D-352

0

A2101012

R-129

8

S2002312

A-671

6

M6940108

D-351

S2190000

10cc

LL Controlled Stroke

H-381

1

S2000000

C-326

none

M7290100

D-352

0

A2101012

R-129

8

S2002312

A-671

6

M6930103

D-350

S2191005

10cc

Bulk Pkg P10-O-A w/ Cap

H-204

6

NA

NA

NA

M0330100

D-201

6

A2101012

R-129

8

S2002312

A-671

6

M1790101

D-256

S2191010

10cc

Bulk Pkg P10-O-A No Cap

H-204

6

NA

NA

NA

M0330100

D-201

6

A2101012

R-129

8

S2002312

A-671

6

M1790101

D-256

S2191020

10cc

LL Syringe

H-132

13

S2001320

C-153

2

M0330100

D-201

6

A2101012

R-129

8

S2002312

A-671

6

M1790101

D-256

S2191030

10cc

P10-0, No Cap, B

H-289

4

S2001323

C-188

none

M0330100

D-201

6

A2101012

R-129

8

S2002312

A-671

6

M1790101

D-256

S2192000

10cc

LL Syringe w/ Cap

H-132

13

S2001321

C-153

2

M6850100

D-344

0

A2101012

R-129

8

S2002312

A-671

6

M1790101

D-256

S2192025

10cc

LL Syringe Assy, No Logo

H-182

9

S2001325

C-188

none

M6850100

D-344

0

A2101000

R-129

8

S2002310

A-671

6

M1790101

D-256

S2192027

10cc

LL Syringe No Cap

H-132

13

S2001321

C-153

2

M6850100

D-201

6

A2101000

R-129

8

S2002312

A-671

6

M1790101

D-256

S2192030

10cc

LL Double Scale

H-261

7

S2001322

C-197

1

M6850100

D-344

0

A2101012

R-129

8

S2002312

A-671

6

M1790101

D-256

S2192040

10cc

LL Rad Resistant Syringe

H-278

5

S2001335

C-238

none

M6850100

D-344

0

A2101000

R-129

8

S2002310

A-671

6

M1790101

D-256

S2000405

20cc

Printed High Value Barrel

NA

NA

S2000405

B-1387

none

M6251700

D-338

1

NA

NA

NA

NA

NA

NA

NA

NA

S2112047

20cc

High Value Syr Blue

H-490

0

S2000405

B-1387

none

M6251700

D-338

1

A2101021

R-108

6

S2002411

A-671

6

M6240603

D-339

S2112048

20cc

High Value Syr Grn

H-491

0

S2000405

B-1387

none

M6251700

D-338

1

A2101021

R-108

6

S2002411

A-671

6

M6240605

D-339

S2112049

20cc

High Value Syr Yel

H-492

0

S2000405

B-1387

none

M6251700

D-338

1

A2101021

R-108

6

S2002411

A-671

6

M6240606

D-339

S2112050

20cc

High Value Syr Red

H-493

0

S2000405

B-1387

none

M6251700

D-338

1

A2101021

R-108

6

S2002411

A-671

6

M6240613

D-339

S2112051

20cc

High Value Syr Wht

H-354

8

S2000405

B-1387

none

M6251700

D-338

1

A2101021

R-108

6

S2002411

A-671

6

M6240601

D-339

S2221000

20cc

LS Latex Free w/ Cap

H-130

10

S2001410

C-131

none

M0350100

D-210

3

A2101021

R-108

6

S2002411

A-671

6

M1750101

D-209

S2221025

20cc

LS Latex Free

H-130

10

S2001410

C-131

none

M0350100

D-210

3

A2101021

R-108

6

S2002411

A-671

6

M1750101

D-209

S2221050

20cc

LS Latex Free w/ Cap

H-313

2

NA

NA

NA

M0350100

D-210

3

A2101021

R-108

6

S2002411

A-671

6

M1750101

D-209

S2222110

20cc

P20-0-L No Cap

H-183

4

S2001420

C-189

none

M0350100

D-210

3

A2101021

R-108

6

S2002411

A-671

6

M1750101

D-209

S2223012

20cc

LL Adapter w/ Thumb Ring

H-264

3

S2001410

C-131

none

M0350100

D-210

3

A2101021

R-108

6

S2002411

A-671

6

M2950100

D-296

S2223013

20cc

LL Adapter w/ Thumb Ring and Cap

H-281

2

S2001410

C-131

none

M0350100

D-210

3

A2101021

R-108

6

S2002411

A-671

6

M2950100

D-296

S2001382

25cc

Printed Barrel 25ML (infl syringe)

NA

NA

S2001382

B-1378

2

M6411700

D-331

1

NA

NA

NA

NA

NA

NA

NA

NA

S2231000

30cc

P30-0 (3 YR EXP)

H-129

5

S2001510

C-130

none

M0360100

D-212

3

A2003010

R-247

1

S2002525

A-671

6

M1760101

D-213

S2231200

30cc

Bulk Pkg P30-O-L-B Latex Free

H-225

3

S2001515

C-192

none

M0360100

D-212

3

A2003010

R-247

1

S2002525

A-671

6

M1760101

D-213

S2232000

30cc

LL Adapter Syring w/ Cap

H-129

5

S2001510

C-130

none

M0360100

D-212

3

A2003010

R-247

1

S2002525

A-671

6

M1760101

D-213

S2232010

30cc

Printed Barrel w/ LL Adapter Welded

H-129

5

S2001510

C-130

none

M0360100

D-212

3

NA

NA

NA

NA

NA

NA

NA

NA

S2232030

30cc

LL Adapter Syring

H-268

3

S2001510

C-130

none

M0360100

D-212

3

A2003010

R-247

1

S2002525

A-671

6

M1760101

D-213

S2232040

30cc

P30-O-L Syringe - Latex

H-471

0

S2001510

C-130

none

M0360100

D-212

3

A2003005

R-100

4

S2002510

A-671

6

M1760101

D-213

S2233301

30cc

LL Adapter Syring

H-301

2

S2001560

C-277

none

M0360100

D-212

3

A2003010

R-247

1

S2002525

A-671

6

M1760103

D-213

S2233303

30cc

LL Adapter Syring

H-302

2

S2001561

C-278

none

M0360100

D-212

3

A2003010

R-247

1

S2002525

A-671

6

M1760101

D-213

S2040000

3cc

1/2cc LL Controlled Stroke

H-386

0

S2000004

C-325

0

M4260100

D-317

2

A2000311

R107

5

S2002111

A-671

6

M1890100

D-284

S2040001

3cc

1/2cc LL Controlled Stroke

H-386

0

S2000005

C-331

0

M4260100

D-317

2

A2000311

R107

5

S2002111

A-671

6

M1890100

D-284

S2040002

3cc

1/2cc LL Controlled Stroke

H-386

0

S2000011

C-336

0

M4260100

D-317

2

A2000311

R107

5

S2002111

A-671

6

M1890100

D-284

S2040505

3cc

1-1/2cc LL Controlled Stroke Latex Free

H-234

3

S2000500

C-269

none

M4260100

D-317

2

A2000311

R107

5

S2002111

A-671

6

M1890100

D-284

S2040755

3cc

3/4cc Controlled Stroke Latex Free

H-235

3

S2000750

C-265

none

M4260100

D-317

2

A2000311

R107

5

S2002111

A-671

6

M1900100

D-285

S2040800

3cc

3/4cc Controlled Stroke Latex Free

H-443

1

S2000800

C-338

none

M4260100

D-317

2

A2000311

R107

5

S2002111

A-671

6

M1900100

D-285

S2110000

3cc

1/2cc LL Controlled Stroke

H-384

0

S2000002

C-327

0

M4260100

D-317

2

A2000311

R107

5

S2002111

A-671

6

M1910103

D-286

S2110002

3cc

1cc Controlled Stroke W/ Natural Plunger

H-384

0

S2000012

C-337

none

M4260100

D-317

2

A2000311

R107

5

S2002111

A-671

6

M1910100

D-286

S2111005

3cc

1cc Controlled Stroke Latex Free

H-236

3

S2001055

C-266

none

M4260100

D-317

2

A2000311

R107

5

S2002111

A-671

6

M1910100

D-286

S2112053

3cc

LL Controlled Stroke Latex Free

H-370

2

S2001133

C-322

none

M4260100

D-317

2

A2000311

R107

5

S2002111

A-671

6

M1870100

D-280

S2112070

3cc

LL Controlled Stroke Latex Free

H-220

10

S2001138

C-203

2

M4260100

D-317

2

A2000311

R107

5

S2002111

A-671

6

M1870100

D-280

S2112073

3cc

LL Controlled Stroke

H-449

1

S2001137

C-311

none

M4260100

D-317

2

A2000311

R107

5

S2002111

A-671

6

M1850100

D-289

S2112074

3cc

LL Controlled Stroke

H-451

1

S2001136

C-312

none

M4260100

D-317

2

A2000311

R107

5

S2002111

A-671

6

M1870100

D-280

S2114209

3cc

LL Controlled Stroke Latex Free

H246

3

S2001100

C-267

none

M4260100

D-317

2

A2000311

R107

5

S2002111

A-671

6

M1850100

D-289

S2116009

3cc

LL Controlled Stroke Latex Free

H-377

1

S2001106

C-324

none

M4260100

D-317

2

A2000311

R107

5

S2002111

A-671

6

M1870100

D-280

S2116010

3cc

LL Controlled Stroke W/ Nat Plunger

H-214

6

S2001107

C-268

none

M4260100

D-317

2

A2000311

R107

5

S2002111

A-671

6

M1870100

D-280

S2116011

3cc

LL Controlled Stroke

H-352

4

S2001108

C-318

1

M4260100

D-317

2

A2000311

R107

5

S2002111

A-671

6

M1870100

D-280

S2116012

3cc

LL Controlled Stroke W/ White Plunger

H-214

6

S2001107

C-268

none

M4260100

D-317

2

A2000311

R107

5

S2002111

A-671

6

M1870101

D-280

S2117045

3cc

LL Controlled Stroke Latex Free

H-237

4

S2001120

C-219

none

M4260100

D-317

2

A2000311

R107

5

S2002111

A-671

6

M1920100

D-287

S2131002

3cc

3cc Black Plunger w/ Tip

H-317

3

NA

NA

n

n

n

n

A2000311

R107

5

NA

NA

NA

M1720102

D-202

S2132000

3cc

LL Latex Free w/ Cap

H-123

13

S2001130

C-113

3

M4260100

D-317

2

A2000311

R107

5

S2002111

A-671

6

M1720101

D-202

S2132021

3cc

LL Latex Free

H390

1

NA

NA

NA

M4260100

D-317

2

A2000311

R107

5

S2002111

A-671

6

M1720101

D-202

S2132030

3cc

LL Latex Free

H-123

13

S2001130

C-113

3

M4260100

D-317

2

A2000311

R107

5

S2002111

A-671

6

M1720101

D-202

S2132205

3cc

LL Latex Free

H-271

2

NA

NA

n

M4260102

D-317

2

A2000311

R107

5

S2002111

A-671

6

M1720102

D-202

S2171060

5cc

LS Syringe

H-226

5

S2001215

B-1364

2

M0392000

D-283

5

A2100510

R-233

1

S2002215

A-671

6

M1730101

D-207

S2171062

5cc

LL Adapter Syringe

H-287

4

S2001215

B-1364

2

M0392000

D-283

5

A2100510

R-233

1

S2002215

A-671

6

M1730101

D-207

S2171100

5cc

Bulk Pkg P5-O-A Syringe w/ Cap

H-212

5

NA

NA

NA

M0310100

D-208

5

A2100510

R-233

1

S2002215

A-671

6

M1730101

D-207

S2171110

5cc

Bulk Pkg P5-O-A Syringe No Cap

H-212

5

NA

NA

NA

M0310100

D-208

5

A2100510

R-233

1

S2002215

A-671

6

M1730101

D-207

S2172035

5cc

P5-0-L-A W/ Cap No Print

H-212

5

NA

NA

NA

M0310100

D-208

5

A2100510

R-233

1

S2002215

A-671

6

M1730101

D-207

S2240000

60cc

Controlled Stroke Syringe

H-382

0

S2000001

B-1419

none

M0370100

D-215

7

A2101065

R-248

2

S2002615

A-671

6

M6920103

D-349

S2240500

60cc

Printed Barrel w/ LL Adapter Welded

H-455

0

S2001605

C-270

none

M0370100

D-215

7

NA

NA

NA

NA

NA

NA

NA

NA

S2240510

60cc

LL Syringe Assy - Latex Free

H-455

0

S2001605

C-270

none

M0370100

D-215

7

A2101065

R-248

2

S2002615

A-671

6

M1830101

D-288

S2242010

60cc

LL Adapter Syring

H-454

0

S2001610

C-154

none

M0370100

D-215

7

A2101065

R-248

2

S2002615

A-671

6

M1770101

D-216

Molded

Molded

Molded

Molded Leur

Molded LL

Molded LL

Molded Ring

Qty

Total

Plunger

Molded

Plunger Plug

Plunger Plug

Molded Leur

Molded Leur

Lock Adapter

Molded LL

Syring Cap

Syring Cap

Molded Ring

Molded Ring

Grip

Syringes

Ploybag

Qty

Qty

Ployliner

Syringes per

Barrel

Revision

Plunger Plug

Drawing

Revision

Lock Adapter

Lock Adapter

Revision

Syring Cap

Drawing

Revision

Grip Part

Grip Drawing

Revision

per

Part

Polybags

Polyliner

Part

Shipping

Shipping

Part Number

Size

Description

Level

Part Number

Number

Level

Part Number

Drawing Number

Level

Part Number

Number

Level

Number

Number

Level

Polybag

Number

per Tote

per Tote

Number

Container

Container

S2000520

1.25cc

Printed Barrel Only P1-0-L

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

3

A4601216

2500

TOTE

S2112071

1.25cc

Printed Syringe - Henry Shein

0

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

250

A4601300

10

1

A4601215

2500

TOTE

S2112072

1.25cc

Printed Syringe - Henry Shein

0

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

250

A4601300

10

1

A4601215

2500

TOTE

S2114241S

1.25cc

Generic Latex Free Syringe

0

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

250

A4601300

10

1

A4601215

2500

TOTE

S2114242S

1.25cc

Generic Latex Free Syringe

0

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

250

A4601300

10

1

A4601215

2500

TOTE

S2114247S

1.25cc

Logo Less Latex

0

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

250

A4601300

10

1

A4601215

2500

TOTE

S2115002

1.25cc

OEM Latex Free

0

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

250

A4601300

10

1

A4601215

2500

TOTE

S2115005

1.25cc

Latex Free Syringe - Arrow Intl

0

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

250

A4601300

10

1

A4601215

2500

TOTE

S2115016

1.25cc

Latex Free Syringe

0

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

250

A4601300

10

1

A4601215

2500

TOTE

S2000305

10cc

Printed High Value Barrel

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

2

A4601215

750

TOTE

S2001322

10cc

Printed Barrel only Double Scale

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

N/A

N/A

N/A

2

A4601215

750

TOTE

S2112032

10cc

High Value Syr Contr.

1

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

N/A

N/A

N/A

2

A4601215

750

TOTE

S2112034

10cc

High Value Syr Red Nitro

1

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

N/A

N/A

N/A

2

A4601215

750

TOTE

S2112042

10cc

High Value Syr Blue

1

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

N/A

N/A

N/A

2

A4601215

750

TOTE

S2112043

10cc

High Value Syr Grn

1

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

N/A

N/A

N/A

2

A4601215

750

TOTE

S2112044

10cc

High Value Syr Yel

1

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

N/A

N/A

N/A

2

A4601215

750

TOTE

S2112045

10cc

High Value Syr Red

1

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

N/A

N/A

N/A

2

A4601215

750

TOTE

S2112046

10cc

High Value Syr Wht

1

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

N/A

N/A

N/A

2

A4601215

750

TOTE

S2170000

10cc

LL Controlled Stroke W/ Latex Plunger

1

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

N/A

N/A

N/A

2

A4601215

1500

TOTE

S2170001

10cc

LL Controlled Stroke W/ Latex Plunger

1

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

N/A

N/A

N/A

2

A4601215

1500

TOTE

S2170002

10cc

LL Controlled Stroke W/ Latex Plunger

1

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

N/A

N/A

N/A

2

A4601215

1500

TOTE

S2170003

10cc

LL Controlled Stroke W/ Latex Plunger

1

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

N/A

N/A

N/A

2

A4601215

1500

TOTE

S2190000

10cc

LL Controlled Stroke

0

NA

NA

NA

NA

NA

NA

NA

G-136

10

NA

NA

NA

N/A

N/A

N/A

2

A4601215

750

TOTE

S2191005

10cc

Bulk Pkg P10-O-A w/ Cap

4

NA

NA

NA

NA

NA

NA

M0480201

G-136

10

NA

NA

NA

N/A

N/A

N/A

2

A4601215

750

TOTE

S2191010

10cc

Bulk Pkg P10-O-A No Cap

4

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

N/A

N/A

N/A

2

A4601215

750

TOTE

S2191020

10cc

LL Syringe

4

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

N/A

N/A

N/A

2

A4601215

750

TOTE

S2191030

10cc

P10-0, No Cap, B

4

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

N/A

N/A

N/A

2

A4601215

750

TOTE

S2192000

10cc

LL Syringe w/ Cap

4

NA

NA

NA

NA

NA

NA

B0843225

J-2238

1

NA

NA

NA

N/A

N/A

N/A

2

A4601215

750

TOTE

S2192025

10cc

LL Syringe Assy, No Logo

4

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

N/A

N/A

N/A

2

A4601215

750

TOTE

S2192027

10cc

LL Syringe No Cap

4

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

N/A

N/A

N/A

2

A4601215

750

TOTE

S2192030

10cc

LL Double Scale

4

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

N/A

N/A

N/A

2

A4601215

750

TOTE

S2192040

10cc

LL Rad Resistant Syringe

4

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

N/A

N/A

N/A

2

A4601215

750

TOTE

S2000405

20cc

Printed High Value Barrel

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

2

A4601215

300

TOTE

S2112047

20cc

High Value Syr Blue

1

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

N/A

N/A

N/A

2

A4601215

300

TOTE

S2112048

20cc

High Value Syr Grn

1

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

N/A

N/A

N/A

2

A4601215

300

TOTE

S2112049

20cc

High Value Syr Yel

1

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

N/A

N/A

N/A

2

A4601215

300

TOTE

S2112050

20cc

High Value Syr Red

1

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

N/A

N/A

N/A

2

A4601215

300

TOTE

S2112051

20cc

High Value Syr Wht

1

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

N/A

N/A

N/A

2

A4601215

300

TOTE

S2221000

20cc

LS Latex Free w/ Cap

2

M1800101

D-211

1

NA

NA

NA

M0510201

G-119

9

NA

NA

NA

N/A

N/A

N/A

2

A4601215

300

TOTE

S2221025

20cc

LS Latex Free

2

M1800101

D-211

1

NA

NA

NA

NA

NA

NA

NA

NA

NA

N/A

N/A

N/A

2

A4601215

300

TOTE

S2221050

20cc

LS Latex Free w/ Cap

2

M1800101

D-211

1

NA

NA

NA

M0510201

G-119

9

NA

NA

NA

N/A

N/A

N/A

2

A4601215

300

TOTE

S2222110

20cc

P20-0-L No Cap

2

M1800101

D-211

1

M0120100

G-101

17

NA

NA

NA

NA

NA

NA

N/A

N/A

N/A

2

A4601215

300

TOTE

S2223012

20cc

LL Adapter w/ Thumb Ring

0

NA

NA

NA

M0120100

G-101

17

NA

NA

NA

M1840100

D-295

1

N/A

N/A

N/A

2

A4601215

300

TOTE

S2223013

20cc

LL Adapter w/ Thumb Ring and Cap

0

NA

NA

NA

M0120100

G-101

17

M0520201

G-100

7

M1840100

D-295

1

N/A

N/A

N/A

2

A4601215

300

TOTE

S2001382

25cc

Printed Barrel 25ML (infl syringe)

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

N/A

N/A

N/A

2

A4601215

250

TOTE

S2231000

30cc

P30-0 (3 YR EXP)

3

M1810101

D-211

1

NA

NA

NA

M0510201

G-100

7

NA

NA

NA

N/A

N/A

N/A

2

A4601215

250

TOTE

S2231200

30cc

Bulk Pkg P30-O-L-B Latex Free

3

NA

NA

NA

M0120100

G-101

17

M0520201

G-100

7

NA

NA

NA

N/A

N/A

N/A

2

A4601215

250

TOTE

S2232000

30cc

LL Adapter Syring w/ Cap

3

M1810101

D-214

1

M0120100

G-101

17

M0520201

G-100

7

NA

NA

NA

N/A

N/A

N/A

2

A4601215

250

TOTE

S2232010

30cc

Printed Barrel w/ LL Adapter Welded

NA

NA

NA

NA

M0120100

G-101

17

NA

NA

NA

NA

NA

NA

N/A

N/A

N/A

2

A4601215

250

TOTE

S2232030

30cc

LL Adapter Syring

3

NA

NA

NA

M0120100

G-101

17

NA

NA

NA

NA

NA

NA

N/A

N/A

N/A

2

A4601215

250

TOTE

S2232040

30cc

P30-O-L Syringe - Latex

3

NA

NA

NA

M0120100

G-101

17

NA

NA

NA

NA

NA

NA

N/A

N/A

N/A

2

A4601215

250

TOTE

S2233301

30cc

LL Adapter Syring

3

M1810101

D-214

1

M0120100

G-101

17

NA

NA

NA

NA

NA

NA

N/A

N/A

N/A

2

A4601215

250

TOTE

S2233303

30cc

LL Adapter Syring

3

M1810101

D-214

1

M0120100

G-101

17

NA

NA

NA

NA

NA

NA

N/A

N/A

N/A

2

A4601215

250

TOTE

S2040000

3cc

1/2cc LL Controlled Stroke

1

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

N/A

N/A

N/A

2

A4601215

2000

TOTE

S2040001

3cc

1/2cc LL Controlled Stroke

1

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

N/A

N/A

N/A

2

A4601215

2000

TOTE

S2040002

3cc

1/2cc LL Controlled Stroke

1

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

N/A

N/A

N/A

2

A4601215

2000

TOTE

S2040505

3cc

1-1/2cc LL Controlled Stroke Latex Free

1

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

N/A

N/A

N/A

2

A4601215

2000

TOTE

S2040755

3cc

3/4cc Controlled Stroke Latex Free

1

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

N/A

N/A

N/A

2

A4601215

2000

TOTE

S2040800

3cc

3/4cc Controlled Stroke Latex Free

1

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

N/A

N/A

N/A

2

A4601215

2000

TOTE

S2110000

3cc

1/2cc LL Controlled Stroke

2

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

N/A

N/A

N/A

2

A4601215

2000

TOTE

S2110002

3cc

1cc Controlled Stroke W/ Natural Plunger

2

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

N/A

N/A

N/A

2

A4601215

2000

TOTE

S2111005

3cc

1cc Controlled Stroke Latex Free

2

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

N/A

N/A

N/A

2

A4601215

2000

TOTE

S2112053

3cc

LL Controlled Stroke Latex Free

5

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

N/A

N/A

N/A

2

A4601215

2000

TOTE

S2112070

3cc

LL Controlled Stroke Latex Free

0

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

N/A

N/A

N/A

2

A4601200

2000

TOTE

S2112073

3cc

LL Controlled Stroke

1

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

N/A

N/A

N/A

2

A4601215

2000

TOTE

S2112074

3cc

LL Controlled Stroke

5

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

N/A

N/A

N/A

2

A4601215

2000

TOTE

S2114209

3cc

LL Controlled Stroke Latex Free

1

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

N/A

N/A

N/A

2

A4601215

2000

TOTE

S2116009

3cc

LL Controlled Stroke Latex Free

5

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

N/A

N/A

N/A

2

A4601215

2000

TOTE

S2116010

3cc

LL Controlled Stroke W/ Nat Plunger

5

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

N/A

N/A

N/A

2

A4601215

2000

TOTE

S2116011

3cc

LL Controlled Stroke

5

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

N/A

N/A

N/A

2

A4601215

2000

TOTE

S2116012

3cc

LL Controlled Stroke W/ White Plunger

5

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

N/A

N/A

N/A

2

A4601215

2000

TOTE

S2117045

3cc

LL Controlled Stroke Latex Free

3

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

N/A

N/A

N/A

2

A4601215

2000

TOTE

S2131002

3cc

3cc Black Plunger w/ Tip

5

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

N/A

N/A

N/A

2

A4601215

2000

TOTE

S2132000

3cc

LL Latex Free w/ Cap

5

NA

NA

NA

NA

NA

NA

M0520201

G-100

7

NA

NA

NA

N/A

N/A

N/A

2

A4601215

2000

TOTE

S2132021

3cc

LL Latex Free

5

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

N/A

N/A

N/A

2

A4601215

2000

TOTE

S2132030

3cc

LL Latex Free

5

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

N/A

N/A

N/A

2

A4601215

2000

TOTE

S2132205

3cc

LL Latex Free

5

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

N/A

N/A

N/A

2

A4601215

2000

TOTE

S2171060

5cc

LS Syringe

3

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

N/A

N/A

N/A

2

A4601215

1500

TOTE

S2171062

5cc

LL Adapter Syringe

3

NA

NA

NA

M0122000

G-101

17

NA

NA

NA

NA

NA

NA

N/A

N/A

N/A

2

A4601215

1500

TOTE

S2171100

5cc

Bulk Pkg P5-O-A Syringe w/ Cap

3

NA

NA

NA

NA

NA

NA

M0510201

G-100

7

NA

NA

NA

N/A

N/A

N/A

2

A4601215

1500

TOTE

S2171110

5cc

Bulk Pkg P5-O-A Syringe No Cap

3

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

N/A

N/A

N/A

2

A4601215

1500

TOTE

S2172035

5cc

P5-0-L-A W/ Cap No Print

3

NA

NA

NA

M0120100

G-101

17

M0520201

G-100

7

NA

NA

NA

N/A

N/A

N/A

2

A4601215

1500

TOTE

S2240000

60cc

Controlled Stroke Syringe

1

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

NA

N/A

N/A

N/A

2

A4601215

150

TOTE

S2240500

60cc

Printed Barrel w/ LL Adapter Welded

NA

NA

NA

NA

M0120100

G-101

17

NA

NA

NA

NA

NA

NA

N/A

N/A

N/A

2

A4601215

150

TOTE

S2240510

60cc

LL Syringe Assy - Latex Free

1

S1002901 S1002908

J-250 none

0 none

M0120100

G-101

17

M0520201

G-100

7

NA

NA

NA

N/A

N/A

N/A

2

A4601215

150

TOTE

S2242010

60cc

LL Adapter Syring

0

M1820101

D-217

3

M0120100

G-101

17

M0520201

G-100

7

NA

NA

NA

N/A

N/A

N/A

2

A4601215

150

TOTE

Exhibit C – ProcQASpecs IBSASSY061604

Barrel

Plunger Tip

Barrel

Barrel

Printing

Syringe

Syringe

Plunger Tip

Siliconizing

Printing

Printing

Barrel

Setup

Assembly

Assembly

Syringe

Setup

Punger Tip

Siliconizing

Punger Tip

QAP

Barrel

PCP

QAP

Printing

Parameters

Syringe

PCP

QAP

Assembly

Parameters

Barrel

Drawing

Siliconizing

PCP Revision

Siliconizing

Revision

Printing

Revision

Barrel Printing

Revision

Setup

Revision

Assembly

Revision

Syringe

Revision

Setup

Revision

Part Number

Size

Description

Number

PCP

Level

QAP

Level

PCP

Level

QAP

Level

Parameters

Level

PCP

Level

Assembly QAP

Level

Parameters

Level

S2000305

10cc

Printed High Value Barrel

H-365

NA

NA

NA

NA

2145

5

101QAP006

D

SU 0116

3

NA

NA

NA

NA

NA

NA

S2000405

20cc

Printed High Value Barrel

H-365

NA

NA

NA

NA

2145

5

101QAP006

D

SU 0116

3

NA

NA

NA

NA

NA

NA

S2000520

1.25cc

Printed Barrel Only P1-0-L

H-405

NA

NA

NA

NA

2145

5

101QAP006

D

SU 0116

3

NA

NA

NA

NA

NA

NA

S2112071

1.25cc

Printed Syring - Henry Shein

H-346

101PCP002

E

101QAP008

A

2145

5

101QAP006

D

SU 0116

3

3510

3

101QAP001

D

SU 0126

1

S2112072

1.25cc

Printed Syring - Henry Shein

H-499

101PCP002

E

101QAP008

A

2145

5

101QAP006

D

SU 0116

3

3510

3

101QAP001

D

SU 0126

1

S2114241S

1.25cc

Generic Latex Free Syringe

H-375

101PCP002

E

101QAP008

A

NA

NA

NA

NA

NA

NA

3510

3

101QAP001

D

SU 0126

1

S2114242S

1.25cc

Generic Latex Free Syringe

H-375

101PCP002

E

101QAP008

A

NA

NA

NA

NA

NA

NA

3510

3

101QAP001

D

SU 0126

1

S2114247S

1.25cc

Logo Less Latex

H-452

101PCP002

E

101QAP008

A

2145

5

101QAP006

D

SU 0116

3

3510

3

101QAP001

D

SU 0126

1

S2115002

1.25cc

OEM Latex Free

H-424

101PCP002

E

101QAP008

A

2145

5

101QAP006

D

SU 0116

3

3510

3

101QAP001

D

SU 0126

1

S2115005

1.25cc

Latex Free Syringe

H-398

101PCP002

E

101QAP008

A

2145

5

101QAP006

D

SU 0116

3

3510

3

101QAP001

D

SU 0126

1

S2115016

1.25cc

Latex Free Syringe

H-405

101PCP002

E

101QAP008

A

2145

5

101QAP006

D

SU 0116

3

3510

3

101QAP001

D

SU 0126

1

S2001322

10cc

LL Double Scale

H-261

101PCP002

E

NA

NA

2145

5

101QAP006

D

SU 0158

2

NA

NA

NA

NA

NA

NA

S2112032

10cc

High Value Syr Contr

H-477

101PCP002

E

101QAP008

A

3472

5

101QAP005

D

SU 0089

2

802

10

101QAP010

D

SU 0257

0

S2112034

10cc

High Value Syr Red Nitro

H-479

101PCP002

E

101QAP008

A

3472

5

101QAP005

D

SU 0089

2

802

10

101QAP010

D

SU 0257

0

S2112042

10cc

High Value Syr Blue

H-480

101PCP002

E

101QAP008

A

3472

5

101QAP005

D

SU 0089

2

802

10

101QAP010

D

SU 0257

0

S2112043

10cc

High Value Syr Grn

H-481

101PCP002

E

101QAP008

A

3472

5

101QAP005

D

SU 0089

2

802

10

101QAP010

D

SU 0257

0

S2112044

10cc

High Value Syr Yel

H-482

101PCP002

E

101QAP008

A

3472

5

101QAP005

D

SU 0089

2

802

10

101QAP010

D

SU 0257

0

S2112045

10cc

High Value Syr Red

H-483

101PCP002

E

101QAP008

A

3472

5

101QAP005

D

SU 0089

2

802

10

101QAP010

D

SU 0257

0

S2112046

10cc

High Value Syr Wht

H-361

101PCP002

E

101QAP008

A

3472

5

101QAP005

D

SU 0089

2

802

10

101QAP010

D

SU 0257

0

S2170000

10cc

LL Controlled Stroke W/ Latex Plunger

H-387

101PCP002

E

101QAP008

A

2145

5

101QAP006

D

SU 0158

2

802

10

101QAP009

D

SU 0157

1

S2170001

10cc

LL Controlled Stroke W/ Latex Plunger

H-387

101PCP002

E

101QAP008

A

2145

5

101QAP006

D

SU 0158

2

802

10

101QAP009

D

SU 0157

1

S2170002

10cc

LL Controlled Stroke W/ Latex Plunger

H-387

101PCP002

E

101QAP008

A

2145

5

101QAP006

D

SU 0158

2

802

10

101QAP009

D

SU 0157

1

S2170003

10cc

LL Controlled Stroke W/ Latex Plunger

H-387

101PCP002

E

101QAP008

A

2145

5

101QAP006

D

SU 0158

2

802

10

101QAP009

D

SU 0157

1

S2190000

10cc

LL Controlled Stroke

H-381

101PCP002

E

101QAP008

A

2145

5

101QAP006

D

SU 0158

2

802

10

101QAP009

D

SU 0157

0

S2191005

10cc

Bulk Pkg P10-O-A w/ Cap

H-204

101PCP002

E

101QAP008

A

NA

NA

NA

NA

NA

NA

802

10

101QAP003

D

SU 0249

0

S2191010

10cc

Bulk Pkg P10-O-A No Cap

H-204

101PCP002

E

101QAP008

A

NA

NA

101QAP006

D

NA

NA

802

10

101QAP003

D

SU 0249

0

S2191020

10cc

LL Syringe

H-132

101PCP002

E

101QAP008

A

2145

5

101QAP006

D

SU 0158

2

802

10

101QAP003

D

SU 0249

0

S2191030

10cc

P10-0, No Cap, B

H-289

101PCP002

E

101QAP008

A

2145

5

101QAP006

D

SU 0158

2

802

10

101QAP003

D

SU 0249

0

S2192000

10cc

LL Syringe w/ Cap

H-132

101PCP002

E

101QAP008

A

2145

5

101QAP006

D

SU 0158

2

802

10

101QAP003

D

SU 0249

0

S2192025

10cc

Syringe, No Logo

H-182

101PCP002

E

101QAP008

A

2145

5

101QAP006

D

SU 0158

2

802

10

101QAP003

D

SU 0249

0

S2192027

10cc

LL Syringe No Cap

H-132

101PCP002

E

101QAP008

A

2145

5

101QAP006

D

SU 0158

2

802

10

101QAP003

D

SU 0249

0

S2192030

10cc

LL Double Scale

H-261

101PCP002

E

101QAP008

A

2145

5

101QAP006

D

SU 0158

2

802

10

101QAP003

D

SU 0254

0

S2192040

10cc

LL Rad Resistant Syringe

H-278

101PCP002

E

101QAP008

A

2145

5

101QAP006

D

SU 0158

2

802

10

101QAP003

D

SU 0249

0

S2112047

20cc

High Value Syr Blue

H-354

101PCP002

E

101QAP008

A

3472

5

101QAP005

D

SU 0090

3

3461

3

101QAP010

D

SU 0258

0

S2112048

20cc

High Value Syr Grn

H-354

101PCP002

E

101QAP008

A

3472

5

101QAP005

D

SU 0090

3

802

10

101QAP010

D

SU 0258

0

S2112049

20cc

High Value Syr Yel

H-354

101PCP002

E

101QAP008

A

3472

5

101QAP005

D

SU 0090

3

802

10

101QAP010

D

SU 0258

0

S2112050

20cc

High Value Syr Red

H-354

101PCP002

E

101QAP008

A

3472

5

101QAP005

D

SU 0090

3

802

10

101QAP010

D

SU 0258

0

S2112051

20cc

High Value Syr Wht

H-354

101PCP002

E

101QAP008

A

3472

5

101QAP005

D

SU 0090

3

802

10

101QAP010

D

SU 0258

0

S2221000

20cc

LS Latex Free w/ Cap

H-130

101PCP002

E

101QAP008

A

2145

5

101QAP006

D

SU 0072

2

3291

3

101QAP003

D

SU 0365

0

S2221025

20cc

LS Latex Free

H-130

101PCP002

E

101QAP008

A

2145

5

101QAP006

D

SU 0072

2

3291

3

101QAP003

D

SU 0251

0

S2221050

20cc

LS Latex Free

H-313

101PCP002

E

101QAP008

A

NA

NA

NA

NA

NA

NA

3291

3

101QAP003

D

SU 0251

0

S2222110

20cc

P20-0-L, No Cap

H-183

101PCP002

E

101QAP008

A

2145

5

101QAP006

D

SU 0072

2

3291

3

101QAP003

D

SU 0251

0

S2223012

20cc

LL Adapter w/ Thumb Ring

H-264

101PCP002

E

101QAP008

A

2145

5

101QAP006

D

SU 0072

2

1172

3

101QAP003

D

SU 0264

0

S2223013

20cc

LL Adapter w/ Thumb Ring and Cap

H-281

101PCP002

E

101QAP008

A

2145

5

101QAP006

D

SU 0072

2

1172

3

101QAP003

D

SU 0264

0

S2001382

25cc

Printed Barrel 25ML (infl syringe)

H-365

NA

NA

NA

NA

3472

5

101QAP005

D

SU 0091

2

NA

NA

NA

NA

NA

NA

S2231000

30cc

P30-0 (3 YR EXP)

H-129

101PCP002

E

101QAP008

A

2145

5

101QAP006

D

SU 0073

2

802

10

101QAP003

D

SU 0244

0

S2231200

30cc

Bulk Pkg P30-O-L-B Latex Free

H-225

101PCP002

E

101QAP008

A

2145

5

101QAP006

D

SU 0073

2

802

10

101QAP003

D

SU 0245

0

S2232000

30cc

LL Adapter Syring w/ Cap

H-129

101PCP002

E

101QAP008

A

2145

5

101QAP006

D

SU 0073

3

802

10

101QAP003

D

SU 0244

0

S2232010

30cc

LL Adapter Syring w/ Cap

H-129

NA

NA

NA

NA

2145

5

101QAP006

D

SU 0073

3

NA

NA

NA

NA

NA

NA

S2232030

30cc

LL Adapter Syring

H-268

101PCP002

E

101QAP008

A

2145

5

101QAP006

D

SU 0073

3

802

10

101QAP003

D

SU 0245

0

S2232040

30cc

P30-O-L Syringe - Latex

H-471

101PCP002

E

101QAP008

A

2145

5

101QAP006

D

SU 0073

3

802

10

101QAP003

D

SU 0245

0

S2233301

30cc

LL Adapter Syring

H-301

101PCP002

E

101QAP008

A

2145

5

101QAP006

D

SU 0073

3

802

10

101QAP003

D

SU 0244

0

S2233303

30cc

LL Adapter Syring

H-302

101PCP002

E

101QAP008

A

2145

5

101QAP006

D

SU 0073

3

802

10

101QAP003

D

SU 0244

0

S2040000

3cc

1/2cc LL Controlled Stroke

H-386

101PCP002

E

101QAP008

A

2145

5

101QAP005

D

SU 0067

3

802

10

101QAP009

D

DB 5212

1

S2040001

3cc

1/2cc LL Controlled Stroke

H-386

101PCP002

E

101QAP008

A

2145

5

101QAP005

D

SU 0067

3

802

10

101QAP009

D

DB 5212

1

S2040002

3cc

1/2cc LL Controlled Stroke

H-386

101PCP002

E

101QAP008

A

2145

5

101QAP005

D

SU 0067

3

802

10

101QAP009

D

DB 5212

1

S2040505

3cc

1-1/2cc LL Controlled Stroke Latex Free

H-234

101PCP002

E

101QAP008

A

2145

5

101QAP005

D

SU 0067

3

802

10

101QAP009

D

DB 5212

1

S2040755

3cc

3/4cc Controlled Stroke Latex Free

H-235

101PCP002

E

101QAP008

A

2145

5

101QAP005

D

SU 0067

3

802

10

101QAP009

D

SU 0086

1

S2040800

3cc

3/4cc Controlled Stroke Latex Free

H-443

101PCP002

E

101QAP008

A

2145

5

101QAP005

D

SU 0067

3

802

10

101QAP009

D

DB 5212

1

S2111000

3cc

1/2cc LL Controlled Stroke

H-384

101PCP002

E

101QAP008

A

2145

5

101QAP005

D

SU 0067

3

802

10

101QAP009

D

DB 5212

1

S2111002

3cc

1cc Controlled Stroke W/ Natural Plunger

H-384

101PCP002

E

101QAP008

A

2145

5

101QAP005

D

SU 0067

3

802

10

101QAP009

D

SU 0224

0

S2111005

3cc

1cc Controlled Stroke Latex Free

H-236

101PCP002

E

101QAP008

A

2145

5

101QAP005

D

SU 0067

3

802

10

101QAP009

D

DB 5212

1

S2112053

3cc

LL Controlled Stroke Latex Free

H-370

101PCP002

E

101QAP008

A

2145

5

101QAP006

D

SU 0067

3

802

10

101QAP009

D

SU 0224

0

S2112070

3cc

LL Controlled Stroke Latex Free

H-220

101PCP002

E

101QAP008

A

2145

5

101QAP006

D

SU 0067

3

802

10

101QAP009

D

SU 0224

0

S2112073

3cc

LL Controlled Stroke

H-449

101PCP002

E

101QAP008

A

2145

5

101QAP006

D

SU 0067

3

802

10

101QAP009

D

SU 0224

0

S2112074

3cc

LL Controlled Stroke

H-451

101PCP002

E

101QAP008

A

2145

5

101QAP006

D

SU 0067

3

802

10

101QAP009

D

SU 0086

1

S2114209

3cc

LL Controlled Stroke Latex Free

H246

101PCP002

E

101QAP008

A

2145

5

101QAP006

D

SU 0067

3

802

10

101QAP009

D

DB 5212

1

S2116009

3cc

LL Controlled Stroke Latex Free

H-377

101PCP002

E

101QAP008

A

2145

5

101QAP006

D

SU 0116

3

802

10

101QAP009

D

SU 0224

0

S2116010

3cc

LL Controlled Stroke W/ Nat Plunger

H-214

101PCP002

E

101QAP008

A

2145

5

101QAP006

D

SU 0067

3

802

10

101QAP009

D

SU 0224

0

S2116011

3cc

LL Controlled Stroke

H-352

101PCP002

E

101QAP008

A

2145

5

101QAP006

D

SU 0067

3

802

10

101QAP009

D

SU 0224

0

S2116012

3cc

LL Controlled Stroke W/ White Plunger

H-214

101PCP002

E

101QAP008

A

2145

5

101QAP006

D

SU 0067

3

802

10

101QAP009

D

SU 0086

0

S2117045

3cc

LL Controlled Stroke Latex Free

H-237

101PCP002

E

101QAP008

A

2145

5

101QAP006

D

SU 0067

3

802

10

101QAP009

D

SU 0086

1

S2131002

3cc

3/4mL Controlled Stroke Latex Free

H-443

101PCP002

E

101QAP008

A

2145

5

2.006

D

SU 0067

3

802

10

101QAP009

D

DB 5212

1

S2132000

3cc

LL Latex Free w/ Cap

H-123

101PCP002

E

101QAP008

A

2145

5

101QAP006

D

SU 0067

3

802

10

101PCP002

D

DB 5212

1

S2132021

3cc

LL Latex Free

H390

101PCP002

E

101QAP008

A

NA

NA

NA

NA

NA

NA

802

10

101PCP002

D

NA

NA

S2132030

3cc

LL Latex Free

H-123

101PCP002

E

101QAP008

A

2145

5

101QAP006

D

SU 0067

3

802

10

101PCP002

D

DB 5212

1

S2132205

3cc

LL Latex Free

H-271

101PCP002

E

101QAP008

A

NA

NA

NA

NA

NA

NA

802

10

101PCP002

D

DB 5212

1

S2171060

5cc

LS Syringe

H-226

101PCP002

E

101QAP008

A

3472

5

101QAP005

D

SU 0088

2

802

10

101PCP002

D

SU 0369

0

S2171062

5cc

LL Adapter Syringe

H-287

101PCP002

E

101QAP008

A

3472

5

101QAP005

D

SU 0088

2

802

10

101PCP002

D

DB 5213

1

S2171100

5cc

Bulk Pkg P5-O-A Syringe w/ Cap

H-212

101PCP002

E

101QAP008

A

NA

NA

NA

NA

NA

NA

802

10

101PCP002

D

DB 5213

1

S2171110

5cc

Bulk Pkg P5-O-A Syringe No Cap

H-212

101PCP002

E

101QAP008

A

NA

NA

NA

NA

NA

NA

802

10

101PCP002

D

DB 5213

1

S2172035

5cc

P5-0-L-A w/ Cap No Print

H-212

101PCP002

E

101QAP008

A

NA

NA

NA

NA

NA

NA

802

10

101PCP002

D

DB 5213

1

S2240000

60cc

Controlled Stroke Syringe

H-382

101PCP002

E

101QAP008

A

2145

5

101QAP006

D

SU 0074

2

802

10

101QAP009

D

SU 0247

0

S2240500

60cc

LL Syringe Assy - Latex Free

H-455

NA

NA

NA

NA

NA

NA

101QAP006

D

SU 0074

2

NA

NA

NA

NA

NA

NA

S2240510

60cc

LL Syringe Assy - Latex Free

H-455

101PCP002

E

101QAP008

A

2145

5

101QAP006

D

SU 0074

2

802

10

101QAP009

D

SU 0247

0

S2242010

60cc

LL Adapter Syring

H-454

101PCP002

E

101QAP008

A

2145

5

101QAP006

D

SU 0074

2

802

10

101QAP004

D

SU 0246

0

Exhibit D – MFG Specs IBSASSY061604

Work
Center
Number	Description	PCP	QAP	SU, DB
SA050	Apex Printing	2145	101QAP006	SU 0067, SU 0072, SU 0073, SU 0074, SU 0158
SA101	1.25CC Automatic Syringe Machine	3510	101QAP001, 101QAP009	SU 0126
SA102	3cc/5cc Semi-Automatic Assembly	802	101QAP002, 101QAP009	SU 0224, DB 5212, SU 0086, SU 0369, DB 5213
SA104	10cc/20cc Semi-Automatic Assembly	802/3291/1772/3461	101QAP003, 101QAP009	SU 0257, SU 0258, SU 0264, SU 0365, SU 0251, SU 0264
SA106	30cc/50cc Semi-Automatic Assembly	802	101QAP004, 101QAP009	SU 0244, SU 0245, SU 0246
CC040	Imtram Barrel Printer	3472	101QAP005	SU 0088, SU 0089, SU 0090, SU0091
SA010	Siliconization	101PCP002	101QAP008	None

Exhibit E – Siliconize prices

		Standard				Lead	Min Order	Incremental
Part Number	Description	Unit Cost		Range		Time	Qty	Order Qty
S1002932	WASHED RUBBER VALVE .187 X .031	$	55.00		0		1 batch	1 batch
S2002050	SILICONIZED RUBBER B1-N, GREEN	$	55.00		0		1 batch	1 batch
S2002054	SILICONIZED PLUNGER TIP	$	55.00		0		1 batch	1 batch
S2002111	SILICONIZED RUBBERS	$	55.00		0		1 batch	1 batch
S2002215	SILICONIZED PLUNGER TIP - TRUMPET	$	55.00		0		1 batch	1 batch
S2002555	SILICONIZED STOPCOCK HANDLE	$	55.00		0		1 batch	1 batch
S2002558	SILICONIZED STOPCOCK HANDLE	$	55.00		0		1 batch	1 batch
S2002559	SILICONIZED STOPCOCK HANDLE	$	55.00		0		1 batch	1 batch
S2002602	O-RING SILICONIZED	$	55.00		0		1 batch	1 batch
S2002605	VALVE O-RING SILICONIZED	$	55.00		0		1 batch	1 batch
S2002640	SILICONIZED RUBBER ADD DEVICE	$	55.00		0		1 batch	1 batch
S2002679	SILICONIZE DISKS	$	55.00		0		1 batch	1 batch
S2002693	SILICONIZE VALVES	$	55.00		0		1 batch	1 batch
S2002694	SILICONIZE VALVES	$	55.00		0		1 batch	1 batch
S2002310	SILICONIZED RUBBER B-10, GREEN	$	55.00		0		1 batch	1 batch
S2002312	SILICONIZED SYRINGE PLUNGER TIP	$	55.00		0		1 batch	1 batch
S2002411	SILICONIZED PLUNGER TIP	$	55.00		0		1 batch	1 batch
S2002525	SILICONIZED PLUNGER TIP	$	55.00		0		1 batch	1 batch
S2002615	SILICONIZED RUBBERS	$	55.00		0		1 batch	1 batch
S200568002	GASKET, SLIT INTO LG MDX	$	55.00		0		1 batch	1 batch
S2202604	GREY O-RING SILICONIZED	$	55.00		0		1 batch	1 batch
S2202665	SILICONIZED PLUNGER TIP - TRUMPET	$	55.00		0		1 batch	1 batch

Exhibit F — Memorandum of Understanding

The business goal between IBS and B Braun is to transfer the complete supply chain responsibility of product manufacturing from B Braun to IBS

The Scope of responsibility includes all finished assembled product and all sub-components identified in Exhibit B through E

Below is a supply chain flow chart that identifies the current operations (Launch Phase) and the subsequent supply chain objective

IBS BBraun purchase process — Launch (Sept to November)

FIRST AMENDMENT TO SUPPLY AGREEMENT

THIS FIRST AMENDMENT TO SUPPLY AGREEMENT (this “Amendment”) is made and entered into as of this 20th day of January 2005, by and between B. Braun MEDICAL INC. (“B. Braun”) and INTEGRATED BIOSCIENCES, INC. (“Company”).

BACKGROUND

A. B. Braun and Company entered into a Supply Agreement dated as of September 15, 2003 (the “Supply Agreement”), pursuant to which Company agreed to manufacture and sell to B. Braun Products ordered from time to time; and

B. B. Braun and Company desire to extend the term of the Supply Agreement and otherwise amend the Supply Agreement, as set forth herein.

NOW THEREFORE, intending to be legally bound hereby, the parties agree as follows:

AGREEMENT

1 Background Provisions: Defined Terms. The Background paragraphs set forth above are hereby incorporated in this Amendment as if fully set forth herein. Any capitalized terms not defined in this Amendment shall have the same meanings ascribed to such terms in the Supply Agreement.

2 Amendments to Supply Agreement. The Supply Agreement is hereby amended as follows:

a. The third sentence of Section 7 is hereby amended by deleting the reference to “Company” and replacing such deleted reference with “B. Braun”, effective as of September 15, 2003.

b. Section 11 is hereby amended by deleting the reference to “Company Parties” and replacing such deleted reference with “Company, its officers, directors, employees, agents and/or subcontractors”, effective as of September 15, 2003.

c. Section 12.1 is hereby amended by deleted the reference to “2004” and replacing such deleted reference with “December 31, 2006”, effective as of September 1, 2004. B. Braun shall the option to extend this agreement for two (2) additional years by providing supplier written notice of such extension at least 60 days prior to December 31,2006.

1

d.

The following new Section 16 is hereby added to the Supply Agreement immediately following Section 15.11:

“16. B. Braun Property. All the printers and other equipment described on Schedule 16 attached to the First Amendment to Supply Agreement dated as of January 20, 2005 (collectively, the “B. Braun Property”) shall be clearly marked and remain the personal property of B. Braun and shall be kept free of liens and encumbrances. Company shall (i) be responsible for the maintenance of the B. Braun Property; (ii) hold the B. Braun Property at Company’s own risk; and (iii) not modify the B. Braun Property without the permission of B. Braun. In addition, Company shall only use the B. Braun Property for the following purposes (i) for the manufacture, labeling and/or packaging of the Products for B. Braun; and (ii) for the manufacture, labeling and/or packaging of non-B. Braun products (the “Non-B. Braun Products”) only to the extent (aa) such Non-B. Braun Products are not syringes or components of syringes; (bb) Company’s supply of such Non-B. Braun Products do not and will not conflict with or affect Company’s fulfillment of B. Braun’s orders for Products; and (cc) such Non-B. Braun Products are not competitive with the Products or any other product manufactured or sold by B. Braun. Company shall redeliver the B. Braun Property to B. Braun in the same condition as originally received by Company plus improvements paid for by B. Braun upon the earlier of (i) termination of this Agreement; (ii) Company’s breach of or default under this Agreement and/or the Bill of Sale from Company dated 18 January 2005 (transferring certain printers from Company to B. Braun); or (iii) if B. Braun, in its sole discretion, provides Company with an option to match an offer from a third party to supply B. Braun with at least a majority of the Products on more favorable terms to B. Braun than the terms on which such Products are supplied hereunder and Company fails to match such third party offer. B. Braun makes no representations or warranties regarding the suitability of the B. Braun Property for the manufacture of any Non-B. Braun Products and Company hereby agrees to indemnify and hold B. Braun harmless from and against any and all damages, liabilities, losses or expenses, including legal expenses, arising from Company’s use of the B. Braun Property for the manufacture, labeling, packaging and/or sale of any Non-B. Braun Products.”

e. Exhibit A is hereby amended and restated in its entirety by the Exhibit A attached to this Amendment, effective as of October 18, 2004.

f. Exhibit F is hereby deleted in its entirety effective as of September 15, 2003.

g. The Appendix D attached to this Amendment is hereby incorporated in to the Supply Agreement.

2

h. The following new Sections 17, 18, 19, 20 and 21 are hereby added to the Supply Agreement immediately following Section 16 of the Supply Agreement:

17. Company shall manufacture, package, label, test, prepare and deliver the Products in accordance with Good Manufacturing Practices, applicable laws, the Specifications and such other specifications as are from time to time mutually agreed upon in writing by the parties hereto. Company shall not (i) make any process/product changes that would alter the chemical, biological or physical properties of the Product or any regulatory filings related to the Product or (ii) make any change in the Specifications, without B. Braun’s prior written consent. If at any time during the term of this Agreement, B. Braun desires to modify the Specifications, B. Braun shall have the right upon ninety (90) days prior written notice to Company, to modify or change the Specifications, subject to Company’s approval, which approval shall not be unreasonably withheld or delayed; provided that B. Braun shall have the right to terminate this Agreement if Company does not approve any requested change.

18. The parties shall promptly and fully advise each other of any instructions, recommendations or specifications required by the FDA or any other government regulatory agency concerning the Products. Company will notify B. Braun and B. Braun shall notify Company of any actions that Company or B. Braun, as the case may be, intends to take in response to government regulatory agency requirements concerning the Products. Disclosures by any party to the other parties may be modified to protect such disclosing party’s proprietary information and technology.

19. Quality Control and Assurance

19.1 Company will provide to B. Braun a Certificate of Compliance and/or a Certificate of Analysis for each delivery of Product. The Certificate of Compliance and/or Certificate of Analysis shall state compliance with Good Manufacturing Practices and the Specifications, provide documentation of test results and methods supporting such compliance and shall be in a form acceptable to B. Braun.

19.2 Company shall maintain the Device History File and/or Batch Production Control Records for the Products. Company shall retain samples from each lot in numbers that may be required for post-distribution testing in a manner consistent with its standard operating procedure and for a period of one (1) year past the supplier ship date to B Braun.

3

19.3 Company shall perform such quality control and quality assurance testing as is required by the Specifications, this Agreement and Applicable Laws. At B. Braun’s request, Company will provide all supporting documentation (including the complete batch record) to B. Braun for Company’s manufacturing processes showing compliance to Good Manufacturing Practices and such other information needed by B. Braun’s quality assurance personnel. It is understood between the parties hereto that all critical processes affecting the purported identity, strength, quality or purity of the Product being manufactured, assembled and/or packaged shall be qualified and maintained in a validated state, and the scope and extent of the necessary validation documentation shall be determined by B. Braun. B. Braun shall be notified in advance of any validation studies, and the completed studies shall be made available to B. Braun upon request.

20. It is understood that B. Braun may, from time to time, send representatives to Company’s manufacturing facility or its suppliers’ facilities to observe, audit and inspect the production facilities, and Company will allow B. Braun’s representatives access to all applicable manufacturing records for the Products so as to ensure that Company is in compliance with Applicable Laws and the Specifications. Said observation, audit, and/or inspection of Company shall be during normal working hours, of reasonable duration, and at the sole expense of B. Braun. As soon as reasonably practicable, Company will correct, to the reasonable satisfaction of B. Braun, any non-compliance with the above practices, regulations or Specifications that are discovered and brought to its attention as a result of such inspections. Company will provide B. Braun with a copy of all FDA or other regulatory agency correspondence relating to the Product, including without limitation any FDA Form 483 or warning letters relating to the manufacturing facility. Such information will be provided to B. Braun within five (5) days of Company’s receipt of the same.

21. In the event that a recall order is issued or requested on a Product or a B. Braun product incorporating a Product by an entity having authority and jurisdiction in the matter or in the event that B. Braun makes the decision to recall a Product or a B. Braun product incorporating a Product and it is determined by B. Braun that such recall arises from (i) a failure of a Product to meet the warranties in Section 8 of the contract or (ii) a breach of this Agreement by Company, then Company shall credit B. Braun’s account for the Products recovered and returned to it as a result of any action (or destroyed at Company’s request) and Company shall bear all costs of any recall, report of correction or removal activities and shall be responsible for B. Braun’s damages in connection therewith

3 Incorporation: Ratification. Other than as specifically set forth in this Amendment, the terms and conditions of the Supply Agreement shall remain in full force and effect without modification, and are hereby ratified and affirmed. Without limiting the foregoing, the parties agree and confirm that the Supply Agreement has not terminated and/or expired since its original execution as of September 15, 2003. This Amendment is made a part of the Supply Agreement and the Supply Agreement is hereby incorporated herein. All references to the Supply Agreement shall mean the Supply Agreement as modified by this Amendment.

4

4 Entire Agreement. The Supply Agreement, as amended by this Amendment, contains the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior proposals and agreements between the parties, whether oral or written, and there are no other promises or representations relating to the subject matter hereof that is not incorporated herein

IN WITNESS WHEREOF, the parties have executed and delivered this Amendment as of the day and year first above written.

B. BRAUN MEDICAL INC.		INTEGRATED BIOSCIENCES, INC.
By:	/s/ Michael Stammherr	By:	/s/ Edward J. Paukovits, Jr.
	Name: Michael Stammherr		Name: Edward J. Paukovits, Jr.
	Title:   Vice President, Strategic Purchasing		Title:   President
Date:	2/21/05	Date:	1/20/05
By:	/s/ Mark Buckley
	Name: Mark Buckley
	Title:   Commodity Manager
Date:	2/21/05

5

SCHEDULE 16

Equipment
Description	Model #	Serial #	Associated Items
Apex Rotary Syringe Barrel Printer	C-50	76102	mandrel tooling and print plates
Imtram Rotary Pad Syringe Barrel Printer	GS200	97B02	barrel fixtures and print pads

6

Second AMENDMENT
TO SUPPLY AGREEMENT

This Second Amendment to Supply Agreement (“Amendment”) is made and entered into as of this 2nd day of March, 2009, by and between B. Braun MEDICAL INC. (“Company”) and INTEGRATED BIOSCIENCES, INC. (“Supplier”).

BACKGROUND

A.	B. Braun MEDICAL, INC. and INTEGRATED BIOSCIENCES, INC. entered into a Supply Agreement dated September 15, 2003 (the “Supply Agreement”), pursuant to which INTEGRATED BIOSCIENCES, INC. agrees to provide assembled syringes for Company.
	B. Braun MEDICAL, INC. and INTEGRATED BIOSCIENCES, INC. amended the above Agreement on February 21, 2005.

B.	B. Braun MEDICAL INC. and INTEGRATED BIOSCIENCES, INC. desire to modify the amended Supply Agreement, as set forth herein.
	NOW THEREFORE, intending to be legally bound hereby, the parties agree as follows:

AMENDMENTS

1. Extend term of Agreement for one additional Year. The amended expiration date will be December 31, 2009.

2. 2009 unit price will be per attached.

3. All other terms of original Agreement and the 1^st Amendment will remain in effect.

IN WITNESS WHEREOF, the parties have executed and delivered this Amendment as of the day and year first above written.

B. BRAUN MEDICAL, INC.
By:	/s/ Marty Gahman
	Name: Marty Gahman
	Title:   Corporate Commodity Manager
INTEGRATED BIOSCIENCES, INC.
By:	/s/ Tina M. Hager
	Name: Tina M. Hager
	Title:   Vice-President of Finance and Administration

Integrated BioSciences, Inc.
Price list for B. Braun January 1 , 2009-December 31, 2009

Work					’08 -09
Center	Size		Part Number	Description	Pricing
		25.00	S2001382	25ML PRINTED BARREL	$	2.0360
			S2002604	SIL, 0-RING GASKET	$	0.0245
			S2002679	SIL, LATEX FREE DISK	$	0.0189
			S2002693	SIL, HMOSTAS DUCKBILL VALVE SM BLUE	$	0.0268
			S2002694	SIL, HMOSTAS DUCKBILL VALVE LGE BLU	$	0.0380
			S200568002	SIL INTRODUCER GASKT, LG BODY, SLIT	$	0.0721
SA101		1.25	S2112071	1.25CC SYR ASSY, 10% HENRY SCHEIN	$	0.4102
SA101		1.25	S2112072	1.25CC SYR ASSY, LATEX FREE	$	0.2682
SA101		1.25	S2114210	1.25CC SYR ASSY, NO PRINT, FEMALE	$	0.1706
SA101		1.25	S2114241S	1.25CC SYR ASSY, NO PRINT, NATURAL	$	0.2340
SA101		1.25	S2114247S	1.25CC SYR ASSY, NO LOGO LATEX FREE	$	0.2798
SA101		1.25	S2114312	1.25CC SYR ASSY, NO PRINT, MALE, ATRX	$	0.2180
SA101		1.25	S2115002	1.25CC SYR ASSY, FOREMOST DENTAL	$	0.2725
SA101		1.25	S2115005	1.25CC SYR ASSY, ARROW INTL	$	0.2725
SA101		1.25	S2115016	1 1/4CC SYR ASSY, NO LOGO	$	0.2682
SA102		0.75	S2040755	CNTRLD STK SYR, 3/4CC, LATEX FREE	$	0.4743
SA102		0.75	S2040800	0.75CC CONT STK SYR, LATEX FREE	$	0.4743
SA102		1.00	S2111005	1CC CONT STK SYR, LATEX FREE	$	0.3891
SA102		1.50	S2112053	1.5CC CONT STK SYR, CATHEX, LATXFRE	$	0.4611
SA102		1.50	S2112070	1.5CC CONT STK ASSY, BECTN-DICKNSON	$	0.4653
SA102		1.25	S2112073	1.25CC CONT STK SYR ASSY LATEX FREE	$	0.4672
SA102		1.50	S2112074	1.5CC CONT STK SYR ASSY, LATEX FREE	$	0.4653
SA102		1.25	S2114209	1.25CC CONT STK SYR, LATEX FREE	$	0.4672
SA102		1.50	S2116009	1.5ML CONT STK SYR ASSY, LATEX FREE	$	0.4723
SA102		1.50	S2116010	1.5CC CONT STK ASSY, NAT PLUNGER	$	0.4653
SA102		1.50	S2116011	1.5CC CONT STK SYR ASSY, ACKRAD	$	0.4653
SA102		1.50	S2116012	1.5CC CONT STK ASSY, WHITE PLNGRER	$	0.4974
SA102		2.00	S2117045	2CC CONTROLLED STROKE, LATEX FREE	$	0.4726
SA102		3.00	S2131002	3CC SYR ASSY,BLK PLNGR W/GREY TIP	$	0.1677
SA102		3.00	S2132021	3CC SYRINGE, NO PRINT — LATEX FREE	$	0.3283
SA102		3.00	S2132205	3CC LUER LOCK SYR ASSY, PULPDENT	$	0.2495
SA102		5.00	S2171060	5CC ASSY, CLEAR (P5-0)	$	0.4314
SA104		10.00	S2112030	10CC HV SYR ASSY, BLUE W/BLACK TIP	$	0.8250
SA104		10.00	S2112033	10CC HV SYR ASSY, YELO W/BLACK TIP	$	0.8301
SA104		10.00	S2112034	10CC HV SYR ASSY, RED W/BLACK TIP	$	0.8225
SA104		10.00	S2112042	10CC HV SYR ASSY, BLUE W/BLACK TIP	$	0.8110
SA104		10.00	S2112043	10CC HV SYR ASSY, GREEN W/BLACK TIP	$	0.8155
SA104		10.00	S2112044	10CC HV SYR ASSY, YELO W/BLACK TIP	$	0.8301
SA104		10.00	S2112045	10CC HV SYR ASSY, RED W/BLACK TIP	$	0.8225
SA104		10.00	S2112046	10CC HV SYR ASSY, WHITE W/BLACK TIP	$	0.8273
SA104		10.00	S2112055	10CC SYR ASSY, FLOSEAL POWDER	$	0.4684
SA104		10.00	S2112056	10CC SYR ASSY, FLOSEAL MIXING	$	0.4684
SA104		10.00	S2112080	10CC HV SYR ASSY, BLUE, NO LOGO LF	$	0.8243
SA104		10.00	S2112081	10CC HV SYRINGE, GREEN W/GREY TIP	$	0.8288
SA104		10.00	S2112082	10CC HV SYR ASSY, YELO, NO LOGO LF	$	0.8294

Work					‘08 -09
Center	Size		Part Number	Description	Pricing
SA104		10.00	S2112083	10CC HV SYR ASSY, RED W/GREY TIP	$	0.8217
SA104		10.00	S2112084	10CC HV SYR ASSY, WHITE, NO LOGO LF	$	0.8265
SA104		10.00	S2112085	10CC HV SYR, RED NITRO, NO LOGO LF	$	0.8217
SA104		10.00	S2112087	10CC HV SYR, YELO, LOCAL, NO LOGO	$	0.8294
SA104		10.00	S2112088	10CC HV SYR ASSY, BLUE, HEPARIN	$	0.8243
SA104		10.00	S2191010	P10-0 SYR ASSY, NO PRINT, NO CAP A	$	0.3752
SA104		10.00	S2192030	10CC SYR ASSY, DOUBLE SCALE, NO CAP	$	0.4408
SA104		20.00	S2112047	20CC HV SYR, BLUE, GRADS, LATEXFREE	$	0.9712
SA104		20.00	S2112048	20CC HV SYR-GREEN, GRADS, LATEXFREE	$	1.0500
SA104		20.00	S2112049	20CC HV SYR, YELO, GRADS, LATEXFREE	$	1.0641
SA104		20.00	S2112050	20CC HV SYR, RED, GRADS, LATEXFREE	$	0.9726
SA104		20.00	S2112051	20CC HV SYR, WHT, GRADS, LATEXFREE	$	0.9754
SA102		3.00	S2132030	3CC SYR ASSY, NO CAP, P3-0-L	$	0.3864
SA102		5.00	S2171100	SYR ASSY, P5-0 ‘A’	$	0.3198
SA104		10.00	S2112054	10CC HIGH VALUE SYRINGE, WHITE	$	0.7834
SA104		20.00	S2221025	SYR ASSM, P20-0 NO CAP	$	0.0000
SA104		20.00	S2223012	ASSM 20CC LL SYR - RING CONTROL	$	0.0000

EX-10.20

Exhibit 10.20

633 Lowther Road
Lewisberry, PA 17339
717-938-9323 | 717-938-9364 Fax Purchase Order 005718-00
Vendor 000913

To :	Ship to :
MIKRON ASSEMBLY TECHNOLOGY	UNILIFE MEDICAL SOLUTIONS, INC.
562 Sable Boulevard	633 Lowther Road
AURORA CO 80011	Lewisberry PA 17339
	United States

Phone (303)364-5222    Fax (303)364-5224

PO Date	Ship Via	FOB	Planner	Confirming to	Terms
11/12/2009	Best Way	YOUR PLANT	AFG	CHUCK MRAZ	SEE BELOW

Item	Facility / Part / Rev / Description / Details		Vendor Quantity		Promised Delivery		Vendor Unit Cost		Extended Cost
1	IBS Part No. — PAYMENT 1 Rev NS 25% with order	U/M EA
		Order Quantity		1.00000		11/16/2009		898,750.00000		898,750.00
	Purchasing Category : CAPITOL PURCHASES
	The invoice trigger for this line item is the Unilife purchase order. The payment terms for this line are net 30 days upon receipt of invoice.
2	IBS Part No. — PAYMENT 2 Rev NS 25% at Preliminary Design Review	U/M EA
		Order Quantity		1.00000		01/04/2010		898,750.00000		898,750.00
	Purchasing Category : CAPITOL PURCHASES
	The invoice trigger for this line item is meeting minutes posted from the Preliminary Design Review Meeting. The payment terms for this line are net 30 days upon receipt of invoice.
3	IBS Part No. — PAYMENT 3 Rev NS 20% at Final Design Review	U/M EA
		Order Quantity:		1.00000		02/01/2010		719,000.00000		719,000.00
	Purchasing Category : CAPITOL PURCHASES
	The Invoice trigger for this line item is meeting minutes posted from the Final Design Review Meeting. The payment terms for this line are net 30 days upon receipt of Invoice.

VENDOR COPY	Page # 1
		Authorized Signature

Exhibit 10.20

633 Lowther Road
Lewisberry, PA 17339
717-938-9323 | 717-938-9364 Fax Purchase Order 005718-00
Vendor 000913

To :	Ship to :
MIKRON ASSEMBLY TECHNOLOGY	UNILIFE MEDICAL SOLUTIONS, INC.
562 Sable Boulevard	633 Lowther Road
AURORA CO 80011	Lewisberry PA 17339
	United States

Phone (303)364-5222    Fax (303)364-5224

PO Date	Ship Via	FOB	Planner	Confirming to	Terms
11/12/2009	Best Way	OUR PLANT	AFG	CHUCK MRAZ	SEE BELOW

Item	Facility / Part / Rev / Description / Details		Vendor Quantity		Promised Delivery		Vendor Unit Cost		Extended Cost
4	IBS Part No. — PAYMENT 4 Rev NS 15% at FAT	U/M EA
		Order Quantity		1.00000		08/02/2010		539,250.00000		539,250.00
	Purchasing Category : CAPITOL PURCHASES
	The invoice trigger for this line item is the successful completion of the FAT at Mikron’s Denver location and the delivery of the FAT Report. This report will also trigger Unilife’s approval to ship. The payment terms for this line are net 30 days upon receipt of invoice.
5	IBS Part No. — PAYMENT 5 Rev NS 15% of SAT	U/M EA
		Order Quantity		1.00000		10/01/2010		539,250.00000		539,250.00
	Purchasing Category : CAPITOL PURCHASES
	The invoice trigger for this line item is successful completion of the SAT at Unilife’s manufacturing facility and the delivery of the SAT Report. The payment terms for this line are net 30 days upon receipt of invoice.
	The terms and conditions that have been mutually agreed to on 11 NOV 2009 between Mikron and Unlllfe apply to this order and are attached for reference. This order, with its mutually agreed upon terms and conditions, supersedes any prior or conflicting agreements, as well as any terms and conditions specified in Sellers invoicing.							Total Items Price Sales Tax Fixed Cost		3,595,000.00 0.00 0.00
	This order is based on Mikron Proposal D0409032, which was tendered in response to Unilife request for proposal to URS E001-01. Mikron Proposal D0409032 is an integral part of this order.						Total PO Price			US$3,595,000.00
	This purchase order is for a system to automatically assemble Unilife’s RTFS Barrel Subassembly. The system is a pilot production line lo show the scalability of the product process for a future, high production line. Details of what the system entails, the requirements of the system and its necessary performance are defined in Mikron Proposal D0409032. The primary components being purchased are:
	Pilot Line Cost $3,600.000*
	Optional Component Costs:
	Validation Documentation Assistance (Level 2) $175,000
	Utilization of a redeployed G05 assembly cells (2) — $90,000 Each
	Total $3,595,000

VENDOR COPY	Page # 2
		Authorized Signature

Exhibit 10.20

633 Lowther Road
Lewisberry, PA 17339
717-938-9323 | 717-938-9364 Fax Purchase Order 005718-00
Vendor 000913

Purchase Order Status: OPEN

To :	Ship to :
MIKRON ASSEMBLY TECHNOLOGY	UNILIFE MEDICAL SOLUTIONS, INC.
562 Sable Boulevard	633 Lowther Road
AURORA CO 80011	Lewisberry PA 17339
	United States

Phone (303)364-5222    Fax (303)364-5224

PO Date	Ship Via	FOB	Planner	Confirming to	Terms
11/12/2009	Best Way	OUR PLANT	AFG	CHUCK MRAZ	SEE BELOW

Item	Facility / Part / Rev / Description / Details	Vendor Quantity	Promised Delivery	Vendor Unit Cost	Extended Cost
	*Note: This price includes a $200,000 partnership discount which has been extended to Unilife based on the assumption that a BSA Production Line order will be placed within 18 months of the BSA Pilot Line order placement. The partnership discount will be returned to Mikron in the event that an order is not received for a BSA production line within the allotted time frame.
	Invoices will be sent to Gary Reynolds and Tim Spang by e-mail.
	The project start date is 16 NOV 2009.

VENDOR COPY	Page # 3
		Authorized Signature

Exhibit 10.20

TERMS AND CONDITIONS

1.0	OFFER AND ACCEPTANCE. This Order is an offer to purchase and is limited to the terms and conditions contained herein. Acceptance of this Purchase Order is expressly and exclusively made conditional on Seller’s assent to these terms and conditions. Any different or additional terms and conditions that may appear in Seller’s acknowledgement or acceptance shall have no effect. Unilife expressly objects to and rejects all inconsistent or additional terms and conditions and limitations contained on any of Seller’s forms or other writings. Seller may accept this order only by executing and returning to Unilife the acknowledgment copy hereof.
	If Seller shall, instead of accepting this Order, ship any goods in response to this order, Unilife may at its sole election, either reject the tendered goods or treat such action as constituting acceptance and assent to the terms and conditions hereof. This order is based on Unilife RFQ and Seller’s fixed price, response which is incorporated herein by reference. If changes (Price or Delivery) are required to this order due to Unilife’s modifying the equipment requirement(s) Seller must provide a change request to Unilife’s Project Manager. Until Seller receives a modified User Requirements Specifications document and Change Order, equipment changes are not authorized by Unilife.
2.0	SHIPMENT. The shipment will be made to Unilife, DDP Lewisberry, Pennsylvania. The Seller is responsible for selecting the carrier and insuring that this earlier is a cost efficient proper shipment method. Unilife will pay the cost of Freight and Insurance upon receipt of a copy of the shippers invoice to the Seller. Unless requested by Unilife in writing priority shipment methods will not be utilized. Unless otherwise agreed to in writing by Unilife, prices on the face hereof include all charges for packing, and crating, and Seller is obligated to suitably pack, mark and ship all goods to prevent damage and to conform to requirements of common carriers. Unless Seller can repair the damage at Unilife’s facilities within a reasonable period of time and to Unilife’s reasonable satisfaction, Unilife shall have the right to return all freight damaged merchandise, freight collect, to Seller and receive full credit if the unit cannot be repaired in a reasonable time, unless said damage has been caused by the negligence of Unilife.
3.0	DELIVERY. Time is of the essence: Unilife selected Seller in part based on the delivery data in its response to the Unilife URS number E001-01 and the Seller response Proposal D0409032 which are an integral part of this Order. Deliveries that are not made on the date or dates specified will be subject to Section 14. (Liquidated Damages). Unilife will perform a Design Qualification (DQ) at Seller’s site validating that the equipment performs to their Proposal output specifications. Successful completion of this test authorizes Seller to ship product but does not acknowledge that Unilife will receive a system from Seller that meets the order requirements. The Seller will electronically (E-Mail or Fax) send a notice of shipment within five (5) working days of the date the equipment is shipped to Unilife. This notification may be an invoice but needs to include the appropriate shipment tracking information.

Exhibit 10.20

4.0	INSPECTION AND QUALITY CONTROL. Notwithstanding payment, passage of title, prior inspection or test, all items are subject to final inspection and acceptance or rejection at Unilife’s plant. Seller shall use an inspection system approved by Unilife in writing that is reviewed during the Design review at the Seller. Additionally, Unilife will at the design review provide the Seller with a high level overview of the DQ that will need to be completed. All inspection records relating to items covered by this order shall be available to Unilife during the performance of this order and shall be retained by Seller for three (3) years after final payment by Unilife. All items covered by this order may be inspected and tested by Unilife, its customers, designated affiliates, and the local, state and Federal government at all reasonable times and places during the period of Seller’s performance under this order. Seller shall provide, without additional charge, all reasonable facilities and assistance for such inspections and tests. The conditions of warranty, paragraph 6, are in addition to the conditions of this paragraph.
	Design Qualification (DQ) testing will occur at Seller’s site as noted above. Successful DQ testing means that the product has passed short turn run-off requirements and Unilife authorizes Seller to ship the product. Production Qualification (PQ) testing will occur at the destination point after the equipment has been received and set-up by Seller. This set up process will occur within 10 business day of the date the equipment is received by Unilife. PQ testing will take a minimum of thirty (30) and a maximum of forty-five (45) days. Unilife will authorize final payment upon successful SAT as defined in Seller’s proposal.
5.0	INTELLECTUAL PROPERTY. Intellectual Property means any know-how, trade secrets, inventions (patented or unpatented), improvements, patent applications, designs, data, copyrights, trademarks, technology and information or advice, oral or in writing, and includes any material or products made to Unilife’s RFQ requirements hereunder. In the event Intellectual Property is created or developed pursuant to this Order, Seller agrees that all Intellectual Property arising out of Unilife’s Confidential Information or otherwise in connection with this Order, shall be the sole and exclusive property of Unilife. To the extent necessary, Seller shall assign all of its rights, title and interest in all Intellectual Property, including copyrights, created pursuant to this Order. Seller specifically authorizes Unilife to take all necessary action to evidence the transfer of such ownership rights from Seller to Unilife.

Exhibit 10.20

6.0	WARRANTIES AND LIABILITIES. Whether or not Seller is a merchant of goods, Seller warrants that all equipment provided by it: (i) shall be of good quality and workmanship and free from defects, latent or patent; (ii) shall strictly conform to all specifications, drawings and descriptions furnished, specified or adopted by Unilife; (iii) if, of Seller’s design, shall be free from design defects; (iv) shall be suitable and sufficient for their intended purposes; and (v) shall be free of any claim of any third party. NONE OF THE REMEDIES AVAILABLE TO Unilife FOR THE BREACH OF ANY OF THE FOREGOING WARRANTIES MAY BE LIMITED EXCEPT TO THE EXTENT AND IN THE MANNER AGREED UPON BY Unilife IN SEPARATE AGREEMENT SPECIFICALLY DESIGNATING SUCH LIMITATION AND SIGNED BY AN AUTHORIZED REPRESENTATIVE OF Unilife. NO LIMITATION ON LIABILITY OR ON DAMAGES FOR BREACH OF WARRANTY, BREACH OF CONTRACT, TORT OR OTHER LIABILITY SHALL APPLY, EXCEPT TO THE EXTENT AND IN THE MANNER AGREED UPON BY Unilife IN A SEPARATE AGREEMENT SPECIFICALLY DESIGNATING SUCH LIMITATION AND SIGNED BY AN AUTHORIZED REPRESENTATIVE OF Unilife. Except as specifically provided herein, Unilife limits liability of the Seller to $3,000,000.
	Unilife’s inspection and/or acceptance of and/or payment of goods shall not constitute a waiver by it of any warranties. Unilife’s approval of any sample or acceptance of any goods shall not relieve Seller from responsibility to deliver equipment conforming to specifications, drawings and descriptions.
	The warranty shall not apply to claims resulting from a failure of Unilife to operate the delivered goods in accordance with the written operation instructions provided by Seller, defective modifications or repairs undertaken by Unilife (unless same had been authorized by Seller), failure to use original Seller’s replacement parts (or parts approved by Seller) during the warranty period, or to the extent that Unilife does not give Seller an opportunity to remedy the defect itself. In addition, Unilife shall use its reasonable commercial efforts to prevent the damage from becoming more extensive once it is aware of the defect.
	The warranty and liability do not extend to damage which has demonstrably been caused by reasonable and natural wear and tear, Unilife’s defective maintenance, Unilife’s failure to comply with Seller’s written operating or safety instructions, building or assembly work which was not performed by Seller, its vendors or its subcontractors.

6.1 Purchase Money Security Interest

6.1.1 Grant of Security Interest

6.1.1.1 Subject to the foregoing, Unilife hereby grants to Seller a security interest in and to the Equipment, and any and all additions, accessions and substitutions thereto or therefore (hereinafter called the “Collateral”) to secure Unilife’s payment for the Equipment (the “Obligations”). Unilife agrees to execute such documentation as may be reasonably required by Seller to further evidence and perfect such security interest, including without limitation financing statements. Unilife agrees that Seller can make whatever filings it reasonably deems necessary to perfect such security interest without Unilife’s signature, where allowed by applicable law. Upon payment in full, Unilife is hereby authorized, on Seller’s behalf, to execute and file such termination statements as it shall reasonably deem necessary to release such security interests.

Exhibit 10.20

6.1.1.2

Except for the security interest granted herein, Seller shall deliver to Unilife Collateral free from any adverse lien, security interest or encumbrances, and, until payment in full of the purchase price, that Unilife will defend the Collateral against all claims and demands of all persons at anytime claiming the same or any interest therein. The Collateral will be kept at Unilife’s address stated in this Agreement. Upon payment for the Equipment, Seller shall deliver a bill of sale to same as shall be acceptable to Unilife.

6.1.1.3

Until such time as there shall occur a payment default, Unilife may have possession of the Collateral and use it in any lawful manner, and upon such default Seller shall have the immediate right to declare all Obligations secured hereby immediately due and payable and shall have the remedies of a secured party under Article 9 of the Pennsylvania Uniform Commercial Code. Seller may require Unilife to assemble the Collateral and deliver or make it available to Seller at a place to be designated by Seller which is reasonably convenient to both parties. Expenses of retaking, holding, preparing for sale, selling or the like shall include Seller’s reasonable attorney’s fees and legal expenses, and shall be the responsibility of Unilife.

6.1.2 Intellectual Property

6.1.2.1 The Equipment provided herein contains and requires intellectual property (including the intellectual property of third parties) in order to operate, such as software, formulas, processes and know how (i.e., “Intellectual Property”). By selling Unilife the Equipment, Seller is not transferring legal or equitable title to any part of the Intellectual Property. However, Seller hereby grants to Unilife a non-exclusive, perpetual worldwide, royalty-free license to use the Intellectual Property so long as and only in connection with the use of the Equipment by Unilife and its successors and assigns, and only if Unilife is not in default in its Obligations to Seller (the “Mikron License”). The Mikron License is strictly limited to use with the Equipment and may not be utilized independently of the Equipment.

Exhibit 10.20

7.0	INDEMNIFICATION. Unilife shall indemnify, defend, and hold Seller harmless from and against all losses, costs, and expenses, including court costs and reasonable attorneys’ fees, for any claims, suits, judgments, demands, actions, or liabilities arising out of Unilife’s breach of any provision of the proposal or these Terms and Conditions of Sale by Unilife. Notwithstanding the foregoing, Unilife shall not be liable for damages in excess of the purchase price.
8.0	PATENT WARRANTY. Seller warrants that (i) neither the equipment furnished hereunder nor the sale or use thereof will infringe any United States or Foreign Letters Patent, trademark, copyright, or other proprietary or similar rights; (ii) Seller will, at its own expense, defend any suit that may arise with respect to any aforementioned infringement or allegation thereof; and (iii) Seller will indemnify and hold Unilife and/or its customers harmless from such loss and expense incurred on account of any alleged or actual infringement which indemnification shall not be subject to any of the monetary limitations set forth herein. Unilife shall promptly notify Seller of any such infringement claim made against it. The warranty provided here shall not apply to equipment to the extent such equipment comply with specifications furnished by Unilife.
	In the event that the use of said equipment is enjoined, Unilife at its election may require Seller, at Seller’s sole cost and expense, to: (i) procure for Unilife, within thirty (30) days, the right to continue using said equipment or part; (ii) modify same so it becomes non-infringing; (iii) replace it with non-infringing equipment or part; or (iv) take back the equipment and refund Unilife’s purchase price.
9.0	INDEMNITY AND INSURANCE. Seller shall indemnify and hold Unilife and its officers and directors harmless, and at Seller’s expense, defend Unilife from all liability, loss and expense, or claims therefore, arising out of death or injury to any person or damage to any property, or any other damage or loss, by whomsoever suffered, resulting in whole or in part from any alleged or actual defect, whether latent or patent, in equipment sold to Unilife hereunder including without limitation actual or alleged improper construction or design or failure to comply with specifications, or from the actual or alleged violation by such goods (or their manufacture, possession, use or sale) of any Federal, state or local rule, regulation or governmental order, or from the failure of such equipment to comply with any express or implied warranty of Seller or with any of the provisions which govern Seller’s performance under this purchase agreement provided that this indemnity shall be null and void to the extent such liability, loss or expense, or claim(s) therefore, results solely from the negligence of Unilife. Except as specifically provided herein, Unilife limits liability of the Seller to Three Million Dollars ($3,000,000.00). Seller will obtain and maintain in force, at no expense to Unilife, product liability and completed operations insurance with a Vendor’s Endorsement, if appropriate, naming Unilife as an additional insured on the policy. Seller shall maintain products liability insurance coverage for a period from the date of this Order through the warranty period set forth in the Proposal (“Insurance Period”) in a minimum amount of one million ($1,000,000 USD) per occurrence and three million dollars ($3,000,000 USD) aggregate, with contractual liability endorsement, exclusive of defense costs. Seller shall supply Unilife a certificate of insurance evidencing such insurance upon request as part of the execution of this agreement and at such other times as Unilife shall request. Unilife shall at all times be named as an additional insured. Unilife is to be notified by the carrier at least sixty (60) days in advance if this insurance is amended, cancelled/terminated before the end of the aforesaid Insurance Period.

Exhibit 10.20

Seller represents and warrants that all installation and other service work by Seller shall be performed in a workmanlike manner using qualified and trained personnel. Seller shall at all times be responsible for its personnel while on Unilife’s premises, and shall ensure that such personnel follow Unilife’s guidelines and instructions. Seller shall defend, hold harmless and indemnify Unilife and its officers and directors from and against any claims of wrongful death, bodily injury or property damage in connection with or arising out of the negligence or willful misconduct of its personnel while on Unilife’s premises, as well as for all claims by third parties for death, physical injury or property damage caused by the negligence or willful misconduct of Seller generally, and such indemnification shall not be subject to any monetary limitations set forth herein.

10.0	PRICE, AND TAXES. Seller shall furnish the goods and services called for by this order in accordance with the prices and delivery dates stated on the face of this order. The equipment being ordered will be used in Production and is tax exempt. Unilife will, at Seller’s request, provide the appropriate Sale Tax Exemption form.
11.0	TOOLS. Unless otherwise specified, all necessary material or tools including dies, gauges, jigs or fixtures required to execute this order are to be supplied by Seller. If Unilife agrees to pay for or furnish any material or tools, dies, gauges, jigs or fixtures in connection with this order, said items shall be and remain Unilife’s property, and shall be used exclusively for Unilife unless Unilife directs otherwise in writing. Seller will account for said items and keep them fully covered by insurance at all times without expense to Unilife. It is understood and agreed that said items may be removed by Unilife at any time and shall not otherwise be disposed of by Seller without written permission from Unilife. Seller will maintain said tools and similar equipment in good working condition and will return them to Unilife on request or termination of the work for which they were furnished.
12.0	CHANGES. Unilife reserves the right at any time prior to shipment to make changes to: (i) the methods of shipment or packing, or (ii) the place of delivery. If any such change causes an increase or decrease in the cost of or the time required for performance of this purchase order, an equitable adjustment shall be made in the contract price or delivery schedule, or both. Any claim by Seller for adjustment under this clause shall be deemed waived unless asserted in writing within ten (10) business days from receipt by Seller of the change.

Exhibit 10.20

13.0

CANCELLATION AND REMEDIES. Unilife may cancel this order in whole or in part if: (i) Seller fails to make deliveries as provided herein; (ii) Seller breaches any other material term or condition herein; (iii) any material representation by Seller proves to have been false when made; or (iv) Seller is insolvent, a petition is filed for reorganization of Seller or for its adjudication as a bankrupt, Seller makes an assignment for benefit of creditors, and receiver or trustee is appointed for any of Seller’s assets or any other type of insolvency proceeding or formal or informal proceeding for the dissolution, liquidation, or winding up of affairs of Seller, is commenced. In the event of any breaches as described in (i-iv) above, Unilife shall have the right, in addition to its other rights: (i) to refuse to accept delivery of goods, at Unilife’s option, either recover all payments made therefor and expenses incident thereto or, at Seller’s expense, to receive replacement therefor, except that the rights set forth in this provision (i) shall not be available upon cancellation by Unilife because of the occurrence, alone, of any of the events set forth in (iv) above; (ii) to recover any advance payments to Seller for undelivered equipment; and (iv) to purchase elsewhere and charge Seller with any loss incurred as a result thereof. Upon cancellation as aforesaid, Unilife shall not have any liability to Seller, and Unilife and Seller will mutually agree upon payment of Seller’s actual costs for undelivered goods, in which event, such goods, whether in process or finished, and raw materials therefor, shall become Unilife’s property and shall be delivered to Unilife as herein provided. In no event shall Unilife be obligated to pay to Seller an amount greater than the price herein for said delivered and undelivered equipment in total.

14.0

LIQUIDATED DAMAGES: Unilife has eliminated all other bidders from consideration and placed this order in good faith based on the proposal provided by the Seller and discussion that all key elements (Price, Delivery and Equipment output) were achievable.

14.1 Pricing. This order is a (fixed Price- not to exceed) and increase to the Purchase order price will only occur if all items in section 1.0 are completed.

14.1.1 Delivery. The purchase price for Equipment that is not shipped due to or caused solely by seller or its contractors within ((20) business days) of the delivery date will be reduced by 1% of the total order and the percentage will increase by 1% for each additional five(5) business days until either the equipment is shipped, provided that the total reduction may not exceed 5%(five percent).

Exhibit 10.20

14.1.2	Equipment output. Unilife will not release for shipment equipment that does not pass the Design Qualification (DQ) testing at the Sellers site. If Seller determines that they cannot meet the specifications Unilife may consider releasing equipment if the Seller makes appropriate price adjustments. Delivery and Equipment output pricing adjustments may occur in tandum.
14.1.3	Any late delivery price adjustments imposed by Unilife shall be deemed to be liquidated damages and not imposed as a penalty. These charges are in addition to any other rights and remedies Unilife may have under other sections of this Agreement or applicable law.

15.0	ASSIGNMENT AND SUBCONTRACTING. Seller agrees not to subcontract for any complete or substantially complete materials and/or supplies called for by this order without the prior written consent of Unilife, unless the purchase is from an acknowledged industry leader (Example: Feeder Bowls) Seller may not assign this order or any rights under this order without the written consent of Unilife, and no purported assignment by Seller shall be binding on Unilife without such consent. No consent shall be deemed to relieve Seller of its obligations to comply fully with the requirements of this order.
16.0	COMPLIANCE WITH LAWS. In performance of this order, Seller shall comply with all applicable Federal, state and local laws, rules, codes and regulations for violation of which Unilife may be liable including particularly the requirements of the Fair Labor Standards Act of 1938, as amended, and any requirements for packaging, labeling, crating and registering for transportation. Seller agrees to indemnify Unilife, its customers and agents for any loss, damage or award sustained because of Seller’s noncompliance with this paragraph.
17.0	EQUAL OPPORTUNITY. (The following clause is applicable unless this order is exempt under the rules and regulations of the Secretary of Labor.) During the performance of this order, the Seller agrees as follows: (i) The Seller will not discriminate against any employee or applicant for employment because of race, color, religion, sex or national origin. The Seller will take affirmative action to ensure that applicants are employed and that employees are treated during employment, without regard to their race, color, religion, sex or national origin. Such action shall include but not be limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other form of compensation; and selection for training, including apprenticeship. The Seller agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the Unilife of the cognizant Government Agency Contracting Officer setting forth the provisions of this nondiscrimination clause; (ii) the Seller will not discriminate against any employee or applicant for employment because of physical or mental

Exhibit 10.20

	handicap in regard to any position for which the employee or applicant for employment is qualified. The Seller agrees to take affirmative action to employ, advance in employment and otherwise treat qualified handicapped individuals without discrimination based upon their physical or mental handicap in all employment practices such as the following: employment upgrading, demotion or transfer, recruitment, advertising, layoff or termination; rates of pay or other forms of compensation, and selection for training, including apprenticeship; (iii) the Seller agrees to comply with the rules, regulations, and relevant orders the Secretary of Labor issued pursuant to applicable laws; (iv) the Seller will not discriminate against any employee or applicant for employment because he or she is a disabled veteran or veteran of the Vietnam era in regard to any position for which the employee or applicant for employment is qualified. The Seller agrees to take affirmative action to employ, advance in employment and otherwise treat qualified disabled veterans and veterans of the Vietnam era without discrimination based upon their disability or veterans status in all employment practices such as the following: employment upgrading, demotion or transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship.
18.0	EXCUSABLE DELAYS. Neither of the parties shall be held responsible for any delay or failure in performance hereunder caused by fire, embargoes, acts of the government in either its sovereign or contractual capacity, civil or military authorities, acts of God or by the public enemy, or other causes beyond their control and without their fault or negligence, provided, that Seller furnish written notice to Unilife within Ten (10) business days of the time Seller first receives knowledge of the occurrence of any such cause which will or may delay Seller’s performance.
19.0	MISCELLANEOUS. Whenever Seller shall have in its possession any property of Unilife, Seller shall be deemed an insurer thereof and responsible for its safe return to Unilife.
	Whenever Unilife has the right to demand of Seller adequate assurance of due performance, Unilife shall be the sole judge of the adequacy of assurance given by Seller. No delay or omission by Unilife in exercising any right or remedy hereunder shall be a waiver thereof of any other right or remedy. No single or partial waiver by Unilife thereof shall preclude any other or further exercise of any other right or remedy. All rights and remedies of Unilife hereunder are cumulative.
	No course of prior dealings between Unilife and Seller and no usage of the trade shall be relevant to supplement or explain this Agreement.
	This order and any agreement resulting herefrom cannot be modified or amended without the written consent of Unilife and Seller.

Exhibit 10.20

20.0

DISPUTES. The construction, interpretation and performance hereof and all transactions hereunder shall be governed by the domestic law of the Commonwealth of Pennsylvania. Seller hereby consents that all legal proceedings relating to the subject matter of this Agreement shall be maintained in the appropriate state or federal courts located within the city of Harrisburg, Pennsylvania, and consent that jurisdiction and venue for such proceedings shall be exclusively with such courts

21.0

CHANGE NOTIFICATION. Seller agrees that no deviations or changes in product, process, equipment, tooling or manufacturing locations will be made without prior written consent from Unilife.

Mikron Corporation Denver

Client:	Unilife Medical Solutions
Project:	RTFS Barrel Subassembly
	Pilot Line
Proposal:	D0409032
Your contacts at Mikron:	Chuck Mraz
	Regional Sales Manager
	Mikron Corporation Denver
	Phone 770-855-0666
	Fax 720-858-2198
	Email: chuck.mraz@mikron.com
	Alex Hoffman
	Applications Engineering Manager
	Mikron Corporation Denver
	Phone 720-858-2075
	Fax 720-858-2198
	Email: alex.hoffman@mikron.com

Mikron Corporation Denver

562 Sable Boulevard

Aurora, Colorado 80011

Tel: 1-303-364-5222

Fax: 1-303-364-5224

November 11, 2009

Mr. David Watson
Mr. Tim Spang
Unilife Medical Solutions, Inc.
633 Lowther Road
Lewisberry, PA 17339

RE: RTFS Barrel Subassembly Pilot Assembly System Quotation D0409032

Gentlemen:

Based upon our recent discussions, we are pleased to present you with our revised proposal for the RTFS BSA Pilot Line.

We would like to reiterate our commitment to the partnership between Mikron and Unilife by listing some specific actions points which Mikron is willing to take beyond the normal scope of an assembly project:

• Creation of the assembly equipment URS (with Unilife’s assistance),

• Four weeks on site production assistance to be used at points agreed between Unilife and Mikron,

• Continued Mikron product and assembly process input.

We assume that this proposal meets your expectations. Do not hesitate to give us a call if you have any questions about this proposal.

Sincerely,

Chuck Mraz	Alex Hoffman
Regional Sales Manager	Applications Engineering Manager

Mikron Assembly
Solution for the

Mikron Corporation Denver

Proposal D0409032

November 11, 2009

Table of Contents

1 Project Scope	7
1.0 Project Definition	7
1.1 System Technical Description	7
1.1.1 The Solution	7
1.1.2 Approach	7
1.2 Floor space required at Customer Location	8
1.3 Assembly System Output Rate	8
1.4 Schedule	8
1.5 Price	8
1.6 Payment Terms	9
1.7 Warranty	9
1.8 Customer Service and Support	10
1.9 Confidentiality	10
1.10 Proposal Revision	10
2 Project Definition	10
2.1 Assemblies (Variants)	10
2.2 Individual Piece Parts to be Assembled	10
2.3 Overall Design Assumptions for the Assembly Machine	11
3 Sequence of Operations and Technical Considerations	12
3.1 G05™, RTFS BSA Assembly System, D0409032	12
3.2 Assembly Pallet	33
3.4 Feeding Systems	33
3.5 Noise Level	34
3.5 Calibration	34
4 Installation	34
4.1 Packing	34
4.2 Installation supervision and final acceptance	34
4.3 Unspecified work outside Mikron’s Denver Facility	34
5 Information on Production Costs	35
6 Customer Responsibilities	36
7 Project schedule	37
8 Changes and deviations from Mikron standards	37
8.1 Changes during the project	37
8.2 Deviation from Mikron standards	37
9 Parts for testing and preliminary acceptance	38
A Appendix: Terms and Conditions of Sale	39

Quotation D0409032

Page 4 of 91

B Appendix: GO5™ System Description	40
B.1 G05™ Overview	40
B.2 Pallet and traceability	47
B.3 Electrical and electromagnetic safety equipment	48
B.4 Safety devices for personnel protection	48
B.5 Informational only	48
C Appendix: GO5™ Control System	49
C.1 System Architecture	49
C.2 Operator Control Station	49
C.3 Machine Operation	53
C.4 Stations	55
C.5 Station Cams	58
D Appendix: Risk Management	73
D.1 Machine Downtime	73
D.2 Unplanned Production Stoppage	73
D.3 Planned Production Stoppage	73
D.4 Definition Of Effective Output	74
D.5 Quality And Cleanliness Of Parts	74
E Appendix: Mikron Assistance Beyond Installation	76
F Appendix: Project development description	77
F.1 Kick-off Meeting	78
F.2 Project reviews	78
F.3 Preliminary Design Review	78
F.4 Final Design Review	78
F.5 Certification tests	78
F.6 Pre-acceptance (FAT)	79
F.7 Final acceptance (SAT)	79
F.8 Debriefing	79
G Appendix: Customer Parts Control	80
G.1 Parts tracking	80
G.2 Parts use and stock control	80
G.3 Parts disposal	80
G.4 Confidentiality	80
G.5 General policy	80
H Appendix: Training	81
H.1 Basic training	81
H.2 Target audience	81
H.3 Development and contents	81
H.4 Additional training	81
H.5 Costs and organization	82

Quotation D0409032

Page 5 of 91

I Appendix: Production assistance	83
I.1 Description	83
J Appendix: Customer Support	84
J.1 Hot-line	84
J.2 Remote maintenance	84
K Appendix: Documents	85
K.1 File No. 0 Transportation and installation instructions	85
K.2 File No. 1 standard information (2 copies)	85
K.3 File No. 2, specific information (3 copies)	85
K.4 File No. 3, supplier documentation (2 copies)	85
K.5 File No. 4, automation documentation (1 copy)	86
L Appendix: Spare parts	86
L.1 Delivery	86
L.2 List	86
M Appendix: Mikron quality policy	87
M.1 ISO 9001 Certification	87
Mikron ISO 9001 Certification—December 8, 2001	87
M.2 General principles	87
N Appendix: Construction Standards	87
N.1 OSHA Standard	87
N.2 Specific standards and rules	87
O Appendix: Mikron’s Validation Package	88
O.1 Mikron Quality Management	88
O.2 Validation Proposal	88
O.3 Assumptions	90

Quotation D0409032

Page 6 of 91

1 Project Scope

1.0 Project Definition

Unilife Medical Solutions seeks a system to automatically assemble the RTFS Barrel Subassembly. Unilife Medical Solutions has a specific need for a pilot production line to show the scalability of the production process for a future, high production line.

1.1 System Technical Description

1.1.1 The Solution

Our solution is based upon usage of our standard equipment, the G05™, customized for your application. The G05™ is a robust high performance assembly solution that offers not only high speed of operation but also modularity, flexibility, and adaptability, which makes it unique in its field.

The G05™ uses a free flow pallet system to transport your parts within the assembly cell using a mechanical linear system to smoothly and accurately index the pallets through the assembly operations.

1.1.2 Approach

Our approach uses three different circuits to perform the required operations. Part transfer between the circuits is automatic. The three circuits are:

1. Circuit 1-Bonding of the required parts to the Barrel,

2. Circuit 2-Clean and siliconize the Barrel (customer provided),

3. Circuit 3-Create the Needle S/A, mate it the Barrel and complete the test processes.

Quotation D0409032

Page 7 of 91

1.2 Floor space required at Customer Location

Approximately 56.3 ft x 16.9 ft

See our layout drawing n° D04.09.032

1.3 Assembly System Output Rate

Machine speed: approximately 65 indexes / minute

Value specified on the above referenced layout drawing is theoretical. The actual working speed may be different based on analysis during the build of the system.

Effective output: at least 166 good parts / minute

This output is equivalent to the mean production of parts taking into account machine downtime, not considering stoppages due to production control. Refer to Appendix D.4 for the definition of the calculation of Effective Output.

1.4 Schedule

Maximum 42 weeks to FAT performance run readiness after receipt of a signed purchase order, completion of the kick off meeting, receipt of the agreed to specifications, drawings, component parts and resolution of all technical issues.

Note: This schedule includes validation documentation assistance activities.

1.5 Price

The price of the G05™ system for automatic assembly of the Barrel Subassembly, as described within this proposal including packing, installation supervision and commissioning is:

Pilot Line Total Cost	$	3,590,000	*
Production Line Total Cost	»$	4,700,000	**

Note: The cost for shipping and insurance for transport of the equipment from Mikron to the customer facility are not included in the above listed prices.

Optional Component Costs:
Validation Documentation Assistance (Level 2)	$	175,000
Utilization of a redeployed single module G05 assembly cell	-$	90,000 Each	***

*Note: This price includes a $200,000 partnership discount which has been extended to Unilife based on the assumption that a BSA Production Line order will be placed within 18 months of the BSA Pilot Line order placement. The partnership discount will be returned to Mikron in the event that an order is not received for a BSA production line within the allotted time frame.

Quotation D0409032

Page 8 of 91

**Note:	This price is an estimate (+/- 5%) for the production line based on proposed layout D02.09.037. The price for the production line is subject to change based on the realization of the pilot line project and subsequent discussion with Unilife.
***Note:	At the time of this proposal, Mikron has two previously owned single module G05 single module assembly cells available on a first come, first served basis. The cells are in extremely good condition and will be sold with a full Mikron warranty.

Subsequent Production Line Pricing Schedule

Following is the pricing schedule for subsequent orders placed for Production Lines. This pricing schedule is based on a negotiated price for the first production line which is currently assumed to be $ 4.7 Million +/- 5%.

	Pricing
Production Line	Discount
Production Line #1	Baseline
Production Line #2		-8	%
Production Line #3		-10	%
Production Lines #4 & #5		-12	%

Note: The pricing discount is non cumulative.

1.6 Payment Terms

25% of Total Contract Price with Purchase Order

25% of Total Contract Price at Preliminary Design Review

20% of Total Contract Price at Final Design Review

15% of Total Contract Price at Acceptance Test at Mikron (FAT)*

15% of Total Contract Price at Acceptance Test at customer’s production facility (SAT)**

*Note:	This progressive payment milestone to modified to “20% of Total Contract Price at Acceptance Test at Mikron (FAT)” for subsequent BSA production lines.
**Note:	This progressive payment milestone to modified to “10% of Total Contract Price at Acceptance Test at customer’s production facility (SAT)” for subsequent BSA production lines.

1.7 Warranty

24 months, beginning at the successful demonstration of 85% OEE during a successful SAT performance run. The efficiency calculation shall be agreeable to both parties.

Quotation D0409032

Page 9 of 91

1.8 Customer Service and Support

A special phone number is reserved for our customers who need to reach us after office hours, on Saturdays and Sundays, and during public holidays.

Machine remote connection by modem enables fast diagnosis of your control system.

1.9 Confidentiality

Customer confidentiality is an integral part of our corporate culture. Your competitive edge is also ours. All files are managed anonymously to guarantee optimum discretion.

1.10 Proposal Revision

This proposal supersedes all previous proposals and such previous proposals are null and void unless otherwise specified in this proposal.

2 Project Definition

2.1 Assemblies (Variants)

This proposal is based on your drawings/samples of the following:

No.		Description	Sample	Drawing No.		Rev.		Date
	1	Barrel Subassembly, RTFS, 27 Ga.	No		—		—		—
	2	Barrel Subassembly, RTFS, 29 Ga.	No		—		—		—

2.2 Individual Piece Parts to be Assembled

The following parts are to be assembled and tested for the Barrel Subassembly.

This proposal is based on your drawings/samples of the following:

No.		Description	Sample	Drawing No.		Rev.		Date
	1	Glass Barrel RTFS	No		02-0011		00A	03-Sept-09
	2	Needle Retainer RTFS	No		02-0013		00A	03-Sept-09
	3	Ejector Ring RTFS	No		08-0009		00A	03-Sept-09
	4	Needle Overmold 27G Subassembly RTFS	No		08-0007		00A	03-Sept-09
	5	Needle Seal RTFS	No		02-0015		00B	03-Sept-09
	6	Release Ring RTFS	No		02-0012		00A	03-Sept-09
	7	Needle Shield RTFS	No		—		—		—
	8	Loctite 3924 adhesive	No	Per Material specification			—		—
	9	Silicone Lubricant	No	Per Material specification			—		—

Quotation D0409032

Page 10 of 91

2.3 Overall Design Assumptions for the Assembly Machine

This proposal is based on the following assumptions:

2.3.1	All parts will be delivered clean, not broken, not improperly bent, dry, and free of burrs, flashes and voids.
2.3.2	All parts will be delivered and feedable as defined in the customer part drawings and within stated tolerances. Mikron can not guarantee the correct assembly of components which are not within specification.
2.3.3	The design and fabrication of the feed systems is primarily based on customer sample parts provided and secondarily on customer drawings tolerances. (Note: the drawings will identify critical dimensions). It will be critical for components used for the debug and acceptance of the feed systems to reflect the true range of tolerances which will be present in the production components. A mutually agreeable solution will be found to reduce the possibility of a problem of this nature occurring and to find a solution if a problem does occur.
2.3.4	No up to date specification document was available from Unilife at the issuance of this proposal. Based on changes to the project scope, Mikron considers Unilife URS E001-01 rev 00A to be a compromised document. Mikron is proceeding under good faith in certain areas. Mikron assumes that Unilife will fairly negotiate project scope and cost changes based on project information which becomes available during the progression of the project.
2.3.5	Production (Revision 3) parts were unavailable at the time of issuance of this proposal. Both parties are proceeding under mutual good faith relating to the part handling characteristic of the components. Mikron assumes that Unilife will fairly negotiate project scope and cost changes caused by analysis of the realized sample and production parts.
2.3.6	Mikron has listed assumptions where required within the station descriptions. If the assumptions listed are not correct requiring changes to the costs or scope of the project, these changes will be discussed with Unilife with potential pricing changes to the project to be passed along to Unilife.
2.3.7	No specific test data collection (for example from flow test or shear test stations) is foreseen as part of this proposal.
2.3.8	Production information can be easily extracted from the machine controller but no format for the export of this information has been defined with Unilife. The format of this information will be defined at a later point and it will be Unilife’s responsibility to manipulate the extracted information.
2.3.9	Mikron assumes that the barrel cleaning and siliconization equipment will be shipped to Mikron Denver for the debug of the line. Mikron is not responsible for the shipping costs of the Groninger equipment to or from Mikron nor the additional project costs if Unilife decides to not ship the Groninger to Mikron Denver or if this equipment is not available at the required time in the project schedule.

Quotation D0409032

Page 11 of 91

2.3.10 This proposal does not encompass the purchase of the Barrel siliconization and cleaning equipment nor the packaging equipment. This proposal includes mechanical integration of the Groninger conveyors to cell 1 and cell 2 of the line as well as basic line control communications between the Mikron cells and the Groninger equipment. Also included are assistance with placement and set-up of the Groninger equipment at the Mikron and Unilife facilities but Mikron is not responsible for the specific set-up, installation or debug of the Groninger at either facility. Mikron will provide an operator to run the Groninger equipment during debug but will not be responsible for the Groninger equipment.

Note: If the assumptions stated within this proposal prove not to be valid, modification of the project schedule and/or costs will need to be discussed a mutually agreeable resolution found.

3 Sequence of Operations and Technical Considerations

3.1 G05™, RTFS BSA Assembly System, D0409032

Mikron’s quoted concept consists of three Single-Module G05™ automated production cells and associated additional equipment and conveyors.

Each pallet has a dimension of approximately 120 mm x 120 mm square. The pallets translate approximately 60 mm each machine index and are tooled with two nest positions. This non standard pallet/indexing configuration effectively means that each pallet operates as two pallets.

Circuit 1 will be located within an ISO Class 8 clean room while Circuit 3 will be located within a ISO Class 7 clean room.

The RTFS Barrel Subassembly is produced at the rate of at least 166 good parts per minute utilizing two operators also functioning as material handlers for filling the feeding systems. This estimate for the operator requirements assumes that operators are able to access all areas of the line which in this case, is not entirely correct due to clean room separation. The number of machine operators need to be discussed with Unilife.

Yearly output based on 7 working days a week, 50 weeks a year and 70% OEE is:

• 8 hrs/day, approx. 22.9 Million good parts.

• 16 hrs/day, approx. 45.8 Million good parts.

• 24 hrs/day, approx. 68.8 Million good parts.

The assembly sequence for circuit 1 starts at cell 1, station 8. Cell 1 indexes from right to left.

Quotation D0409032

Page 12 of 91

Circuit 1; Cell 1, Module 1, G05™-60 3 X 65 indexes per minute

ST	Nest	Operation
1	1 & 3	Perform shear test on Release Ring/Barrel Bond and Needle Retainer/Barrel Bond.
		The shear test is performed as follow:
		1.   The pallet Barrel centering grippers are opened via a pneumatic motion located behind the pallet.
		2.   The pallet posts are raised slightly via a cam driven motion from below the pallet suspending the Barrel S/As on the bottom surface of the Needle Retainers.
		3.   A cam driven vertical motion head with three independent contact probe assemblies approaches the pallet from above and makes contact with the upper surface of the flange feature on the Release Ring.
		4.   A fixed down force is applied to the upper surface of the Release Rings subjecting the Release Ring/Barrel and Needle Retainer/Barrel glue bonds to shear loads.
		5.   Shear bond failure is indicated by the deflection of any of the probe heads as check by optical sensors.
		The function of this station requires the opening of the Barrel gripping fingers located on the pallet. The opening of the Barrel gripping fingers is accomplished by a pneumatically actuated motion located at the station.
		Note: Shear load of the test remain to be defined but will be in the 100 to 400 N range per assembly.
		Note: The test is proposed is a go/no-go test that is no specific force data will be measured or recorded. Verification of the test heads remains to be defined. A mutually agreeable set-point verification method will be found for this station but the manufacture/purchase of the verification hardware is not included as part of this proposal.
		Note: A failed bond is indicated by relative motion between the Barrel, Needle Retainer and/or Release Ring as indicated by an optical sensor. It is assumed that this is a reliable way to test the bond strength but this remains to be verified.
		Note: The design of the interface between the post nest and the Needle Retainer remains to be determined. The best location to support the Needle Retainer in a way that the required load can be applied to the Needle Retainer remains to discussed with Unilife.
		Note: If the cooling/temperature of the assemblies or the timing of the shear test after the UV curing process is not sufficient to allow the components to be effectively tested at this station, a mutually agreeable solution will be found with Unilife.

Quotation D0409032

Page 13 of 91

ST	Nest		Operation
2		2	Perform shear test on Release Ring/Barrel Bond and Needle Retainer/Barrel Bond.
			See station cell 1 station 1 description.
3		1 & 3	Offload incomplete and reject assemblies to random bulk.
			Incomplete and reject assemblies are unloaded into a chute and transferred to a box or bin without orientation.
			Transfer and unloading of the part is carried out with an independent cam-driven pick and place unit. The part is gripped with an air operated grip head. The grip fingers are made of plastic or stainless steel.
			The function of this station requires the opening of the Barrel gripping fingers located on the pallet. The opening of the Barrel gripping fingers is accomplished by a pneumatically actuated motion located at the station.
4		2	Offload incomplete and reject assemblies to random bulk.
			See station cell 1 station 3 description.
5&6	1-3 - ->		Invert & offload good assemblies to transfer conveyor (alternating machine cycles).
			Good assemblies are:
			1.   Picked from the pallet and placed to an intermediate nest,
			2.   Inverted at the intermediate nest to the distal end down orientation,
			3.   Picked from the intermediate nest and placed to the free transfer conveyor (hanging from the Release Ring),
			4.   Transferred on the free conveyor to Circuit 2 (Barrel washing and Siliconization).
			The transfer and the unloading of the parts from the pallet to the puck is with of a standard, independent, cam-driven pick and place unit equipped with a pneumatic rotating device. The parts are gripped with an air operated grip head equipped with 6 grip fingers. The grip fingers are made of plastic or stainless steel.
			Inversion of the assemblies at the intermediate nest is accomplished via a gang gripper assembly rotated by a pneumatic rotary actuator.
			These stations operate at one half the cycle rate of the machine meaning that potentially, six good assemblies are offloaded every other machine cycle.

Quotation D0409032

Page 14 of 91

ST	Nest	Operation
		The function of this station requires the opening of the Barrel gripping fingers located on the pallet. The opening of the Barrel gripping fingers is accomplished by a pneumatically actuated motion located at the station.
7	1-3	Check empty nest and vacuum clean.
		Empty pallet check is carried out with a standard inspection unit fitted on the common rise and fall bar. This unit is equipped with an inductive switch. The system accuracy is ±0.5mm (0.02”) providing the ability to sense a particle of thickness of 1 mm or larger present on the pallet nest. The probe is made of plastic or stainless steel.
		During the down-stroke of the probe, vacuum is applied in order to remove foreign debris. If detectable foreign material remains on the pallet, the machine will immediately stop. A manual intervention from the operator will be necessary to restart the machine.
		Note: Unilife will provide a vacuum source and particle collection unit for use with this station.
8	1-3	Bowl feed and load 3 Release Rings. Circuit 1 Process Start.
		Parts are fed (large diameter counter bore facing up, without radial orientation) from a vibrating bowl feeder. The feeding system consists of:
		•   1 vibrating circular bowl
		•    lane vibrating linear track equipped with min-max sensors
		•    1 low level indicator light
		•    1 plate mount hopper
		•    1 pneumatic escapement
		The transfer and the loading of the part is carried out with an independent cam-driven pick and place unit. The parts are gripped with an air operated grip head equipped with 3 gripping fingers. The grip fingers are made of plastic or stainless steel.
		The function of this station requires the opening of the Barrel gripping fingers located on the pallet. The opening of the Barrel gripping fingers is accomplished by a pneumatically actuated motion located at the station.
9	1-3	Check presence and position of Release Rings.
		The presence and position check is carried out with a standard differential inspection unit fitted on the common rise and fall bar. This unit is equipped with an inductive switch. The system accuracy is ±0.5mm (0.02”). The probe is made of plastic or stainless steel.

Quotation D0409032

Page 15 of 91

ST	Nest	Operation
10	1-3	Bowl feed, surface treat and load 3 Needle Retainers.
		Parts are fed (legs down with legs leading and trailing) from a vibrating bowl feeder. The feeding system consists of:
		•    Vibrating circular bowl
		•    lane vibrating linear track equipped with min-max sensors
		•    Low level indicator light
		•    Pneumatic escapement
		Needle Retainers are corona surface treated while on the linear tracks (one electrode set for each track). The corona surface treatment systems includes:
		•    sets of treatments electrodes
		•    Corona treatment generator
		•    High voltage transformer
		•    Ozone extraction and treatment unit
		•    Interlocked safety enclosure
		The transfer and the loading of the part is carried out with an independent cam-driven pick and place unit equipped with a pneumatic rotary device. The parts are gripped with an air operated grip head equipped with 3 gripping fingers. The grip fingers are made of plastic or stainless steel.
11	1-3	Check presence and position of Needle Retainers.
		The presence and position check is carried out with a standard differential inspection unit fitted on the common rise and fall bar. This unit is equipped with an inductive switch. The system accuracy is ±0.5mm (0.02”). The probe is made of plastic or stainless steel.
12&13	1-3	Feed Barrels from trays and load to a puck transfer system. Transfer Barrels to G05 machine and load to 6 Barrels dispense station. Apply adhesive to outside of Barrels and load 6 Barrels to Pallet (alternating machine cycles).
		The Barrels are:
		1.   Picked 20 at a time from trays, rotated to the vertical orientation (distal end up), pitch adjusted and placed to pucks,
		2.   Transferred on the puck conveyor system from the palletizer unit into the G05 cell,
		3.   Picked 6-up from the pucks and placed to an intermediate dispensing station (alternating machine cycles),
		4.   Rotated to a constant velocity and adhesive applied to the outside diameter (alternating machine cycles),
		5.   Picked 6-up from the dispense station and placed to the pallet (alternating machine cycles).

Quotation D0409032

Page 16 of 91

ST	Nest	Operation
		The palletizer operation involves 4 working positions with a conveyor to move trays from position 1 through position 4:
		1.    De-stacker for full trays where one tray is isolated from the bottom of the stack.
		2.    Rotate station to rotate trays 180 degrees about the vertical axis if necessary (trays in alternating orientations).
		3.    Load position where the gantry robot loads parts to pucks from trays.
		4.    Restacker where empty trays are re-stacked.
		Parts are transferred to the machine by free pucks on a conveyor loop. Pucks are individually isolated and released by pneumatic actuator at each end. Empty pucks are recirculated back to the palletizer unit.
		The palletizer consists of:
		•    2 horizontal belt conveyor for tray transfer,
		•    Pneumatic indexing and lift system,
		•    Vertical de-stacker for full trays,
		•    Vertical stacker for empty trays,
		•    3-axis gantry robot with 20 gripping heads,
		•    Pitch adjustment mechanism,
		•    2 queuing conveyors for empty and full trays stacks
		The transfer of the parts from the puck to the dispensing station and from the dispensing station to the pallet is with of a standard, independent, cam-driven pick and place unit. The parts are gripped with an air operated grip head equipped with 12 grip heads. The grip fingers are made of plastic or stainless steel.
		A single dispense tip applies a constant diameter bead to the outside diameter of each Barrel. Total bead dispense volume is estimated to be approximately 0.0016 CC per Barrel.
		The adhesive dispensing station is comprised of:
		•    6 rotating parts nests driven by a common motor,
		•    6 dispense tips mounted to a common pneumatically actuated gang advance mechanism,
		•    6 servo driven positive displacement dispense valves (one to feed each dispense tip),
		•    Bulk feed system to feed all six dispense valves with air bubble purge valving (for container change-out),
		•    Automatic material container low level sensing.
		A pneumatically actuated purge pan/light shield will automatically activate under certain conditions allowing for auto purge dispense and protecting the dispense tips from ambient light.

Quotation D0409032

Page 17 of 91

ST	Nest	Operation
		The placement height of the Barrel to the pallet will be reference to the distal tip of the barrel.
		The function of this station requires the opening of the Barrel gripping fingers located on the pallet. The opening of the Barrel gripping fingers is accomplished by a pneumatically actuated motion located at the station.
		Note: The tray design needs to be verified and compatibility confirmed with the automatic tray palletizer system. It is assumed that 20-up “Rondo” style trays will be used stacked in an alternating pattern. It is assumed that the trays will be of sufficient quality to allow for automatic handling.
		Note: It is assumed that the material will stay in place on the outside diameter of the Barrel during handling. Material dispense and quality testing are required for this process.
		Note: The adhesive material container remains to be defined. Preferred options include 20 or 32 ounce cartridges The use of an alternative material container could affect the ability of the machine to easily indicate a material low condition. Mikron proposes a joint discussion with the material supplier and Unilife to investigate the possibility of receipt of material in different package for easier handling.
		Note: The palletizer system can be located in a separate room to that where cell 1 is located. It is assumed that the required conveyor will be straight and not more than 12 feet in length otherwise additional project costs and could be incurred. Estimated additional cost per foot is $500 which includes the cost to the transfer pucks and the conveyor.
		Note: Due to the proposed design of the station, a three Barrels must be loaded to the pallet that is it will be not possible to load only one or two Barrels to a pallet in the event that a pallet enters the station and not all of the nest location have a good status. Mikron will work with Unilife to determine how to handle the Barrel loading station in the event that an incoming pallet does not have a complete good nest load.
		Note: Due to the proposed design of the station, either three or zero Barrels must be loaded to the pallet at a time that is it will not possible to load a partial pallet. Mikron will determine with Unilife how to handle the Barrel loading station in the event that an incoming pallet has a mixed pallet status.
14	1-3	Check presence and position of Barrels.
		The presence and position check is carried out with a standard differential inspection unit fitted on the common rise and fall bar. This unit is equipped with an inductive switch. The system accuracy is ±0.5mm (0.02”). The probe is made of plastic or stainless steel.

Quotation D0409032

Page 18 of 91

ST	Nest	Operation
15	1-3	Apply adhesive to Needle Retainer/Barrel interface.
		Two dispense tips apply a specific volume of adhesive to two of the four material channels on each of the Needle Retainers. Material dispense volume is estimated to be approximately 0.008 CC per assembly.
		An adhesive dispensing system is provided consisting of:
		•    6 dispense tips fed each from a single positive displacement dispense valve
		•    Bulk feed system to feed all six dispense valve with air bubble purge system (for container change-out)
		•    Automatic material container low level sensing
		The vertical of the dispensing tips is carried out with a cam-driven vertical motion unit.
		A pneumatically actuated purge pan/light shield will automatically activate under certain conditions allowing for auto purge dispense and protecting the dispense tips from ambient light.
		Note: Mikron recommends that a lower viscosity adhesive be selected than that of Loctite 3924. The lower viscosity adhesive will allow for proper material flow-out and reduce the potential entrapment of air bubbles/voids. Material dispense and quality testing are required for this process. The results of the testing could require process changes to the line and additional project cost. Loctite 3921 or 3922 are good potential candidates for the replacement of 3924 offering lower viscosity (80 to 440 cP versus 800 to 1400 cP) with similar mechanical and cure properties. Material selection needs to be discussed with the material manufacturer and Unilife and testing performed. Mikron proposes a joint discussion with the material supplier and Unilife to investigate the possible use of a different adhesive for this process.
		Note: The adhesive material container remains to be defined. Preferred options include 20 or 32 ounce cartridges. The use of an alternative material container could affect the ability of the machine to easily indicate a material low condition and could result in an increase in the project cost. Mikron proposes a joint discussion with the material supplier and Unilife to investigate the possibility of receipt of material in different package for easier handling.
16	-	Open (Available for additional dispense station)

Quotation D0409032

Page 19 of 91

UV Cure Adhesive

The adhesive is cured within a UV cure tunnel located on the return conveyor. The UV cure system includes the following features:

• Four Fusion Model F300SQ Quick restart module UV lamp units

• Fume extraction system

• Safety guarding system

• High temperature conveyor belt system with tunnel clearance sensor

Note: It is assumed that six seconds of exposure time will be sufficient to cure the material based on the part and pallet design and available line of sight. This remains to be verified and could be affected by a change of adhesive material. Additional UV time requirement could result in an increase in the project cost.

Circuit 2

The washing and interior siliconization of the Barrel S/A is performed at circuit 2.

Note: The equipment in Circuit 2 including the transfer conveyor is supplied by Unilife.

Circuit 3

The assembly sequence for circuit 1 starts at cell 3, station 10. The assembly sequence for circuit 3 starts at cell 3, station 10. Cell 2 and 3 index from left to right.

Quotation D0409032

Page 20 of 91

Circuit 3; Cell 2, Module 1, G05™-60 3 X 65 indexes per minute

ST	Nest	Operation
1	A	Bowl feed and load 3 Ejector Rings.
		The Ejector Rings are loaded as follows:
		1.    Ejector Rings are fed from a vibratory bowl feed via a linear track then isolated at the end of the feeder tracks,
		2.    Ejector Rings are picked from the isolator and lifted upward vertically to the NOM,
		3.    A centering gripper centers the NOM Needles,
		4.    The Ejector Rings are placed over the end of the Needles,
		5.    The centering grippers open and retracts of the way,
		6.    Support heads located on a cam drive vertical motion unit support the top of the Seal from above,
		7.    The Ejector Rings are fed upward onto the NOM.
		The Ejector Rings Parts are fed (flange up side to side without orientation) from a vibrating bowl feeder. The feeding system consists of:
		•     1 vibrating circular bowl
		•     3 lane vibrating linear track equipped with min-max sensors
		•     1 low level indicator light
		•     1 pneumatic escapement
		The transfer and the loading of the part is carried out with an independent cam-driven pick and place unit. The parts are gripped with an air operated grip head equipped with 3 gripping fingers. The grip fingers are made of plastic or stainless steel.
		The centering grippers are mounted onto a cam driven horiztonal motion unit. The Seal support heads are mounted to a cam driven vertical unit.
2	A	Press NOM Subassemblies to compression point in nest A.
		The NOM Subassemblies are pressed to the compression point within pallet nest A via a cam driven vertical motion unit fitted with three press heads.
3	A	Check Ejector Ring presence and position.
		The presence and position check of the Ejector Rings is performed using a Cognex Checker vision unit. The position of the Ejector Rings will be checked in relation to features on the NOM.

Quotation D0409032

Page 21 of 91

ST	Nest	Operation
4	A	Offload category 1 reject and incomplete NOM Subassemblies.
		Reject NOM S/A are pushed through the pallet nest A to a reject chute via individually pneumatically actuated ejection heads mounted to a common cam driven vertical motion unit. The reject chute is extended via a pneumatic horizontal motion. Confirmation of the ejection of reject NOM S/A is accomplished via sensors which confirm the complete stroke of the ejection heads through the pallet nest A.
5	->1B	Feed Glued Barrels from Circuit 2 on transfer conveyor and load to pallet.
	->3B
		The Barrels are:
		1.    Fed from Circuit 2 on a free conveyor hanging from the Release Ring,
		2.    Pitch adjusted to match the pallet pitch using a servo controlled scroll (screw) system,
		3.    Picked from the scroll system and placed to the pallet.
		The transfer of the parts from the scroll to the pallet is accomplished via a standard, independent, cam-driven pick and place unit. The parts are gripped with an air operated grip head equipped with grip heads. The grip fingers are made of plastic or stainless steel.
		The function of this station requires the opening of the Barrel gripping fingers located on the pallet. The opening of the Barrel gripping fingers is accomplished by a pneumatically actuated motion located at the station.
		Note: It is assumed that the Glued Barrels received from Circuit 2 will be sufficiently dry for handling and further processing in Circuit 3.
6	->2B	Feed Glued Barrels from Circuit 2 on transfer conveyor and load to pallet.
		See station cell 2 station 5 description.
7	B	Check presence and position of Glued Barrels.
		The presence and position check is carried out with a standard differential inspection unit fitted on the common rise and fall bar. This unit is equipped with an inductive switch. The system accuracy is ±0.5mm (0.02”). The probe is made of plastic or stainless steel.

Quotation D0409032

Page 22 of 91

ST	Nest	Operation
8	1A->1B	Transfer Needle S/A from pallet nest A to pallet nest B (Barrel).
	3A->3B	The transfer of the Needle S/A to the Barrel is performed as follows:
		1.    The pallet is indexed into position at the station.
		2.    The bottom of the Barrel is engaged with a centering bushing/bottom pedestal. The vertical positioning of the barrel is controlled by the centering bushing/bottom pedestal. The centering bushing/bottom pedestal motion is via a cam driven vertical motion.
		3.    The guide sheath is inserted into distal end of the barrel past the Needle Retainer features. The guide sheath moves upward through Barrel until it protrudes above the proximal end of the barrel. The guide sheath motion is via a cam driven vertical motion.
		4.    The Needle centering gripper assembly moves horizontally into position in reference to the guide sheath and the Needle (which is suspended above in nest 2). The center gripper motion is via a cam driven and horizontal/vertical unit.
		5.    The pneumatic centering gripper assembly closes centering the Needle to the guide sheath.
		6.    The centering gripper, Barrel and guide sheath move upward slightly engaging the end of the guide sheath to the Needle.
		7.    The centering gripper opens and retracts horizontally out of the way.
		8.    Barrel is lifted upward vertically to a position just below the pallet nest 2.
		9.    The Needle S/A is inserted to the Barrel by the insertion head which approaches the Needle S/A from above and presses it into the Barrel. The guide sheath motion is via a cam driven vertical motion.
		10.   The insertion head, guide sheath and centering bushing/bottom pedestal all retract vertically out of the way allowing the pallet to index to the next station.
		Note: The Needle S/A is inserted only approximately 70% of the way into the Barrel. A separate operation will insert the Needle S/A to the final position in the Barrel.
9	2A->2B	Transfer Needle S/A from pallet nest A to pallet nest B (Barrel).
		See station cell 2 station 8 description.
10	-	Open.
11	B	Press Needle S/A to depth and check final position of Needle S/A. The pressing of the Needle S/A to depth is performed by a vertical cam driven motion fitted with three press heads. The press heads will drive to a position as referenced by the top of the Release Ring.
		The presence and position check is carried out with a standard differential inspection unit fitted to the vertical cam driven motion unit. These units are equipped with inductive sensors. The system accuracy is ±0.5mm (0.02”). The contact probe is made of plastic or stainless steel.

Quotation D0409032

Page 23 of 91

ST	Nest	Operation
12	B	Vision inspect Needle Tips.
		The inspection of the Needle Tips is performed as follows:
		1.    The components are indexed into the station on the pallet,
		2.    Centering grippers advance and close on the Needles centering the Needles to the camera field of view and blocking off ambient light from the inspection chamber.
		3.    The inspection of the Needle tips is performed with 3 vision cameras.
		The centering grippers are moved via a horizontal cam driven motion. The centering grippers are pneumatically actuated.
		The vision inspection equipment is comprised of:
		•     Vision cameras fitted with telecentric lenses
		•     Front mounted ring lights
		•     Monitoring PC (shared with cell 2, station 14)
		Note: Please see the PoP Summary Report dated 9-27-09 for the anticipated capabilities of the vision inspection system. Vision testing was performed with the limited components available and with one of the two variants.
		Note: Hooked needle tips are the most likely failure mode for the NOMs and hooked needles tips with an exterior bend as small as 30 um are detectable. Testing has shown that in certain cases, tips with an interior bend can be displayed slightly smaller to the inspection camera due to angle of light incidence on the damaged surface (the damage surface can have a curved surface). The minimum failure identification threshold is more likely 40 to 50 um for interior bend needles.
		Failure modes other than bent needle tips have not been discussed and depending upon their nature may not be detectable.
		Mikron proposes to periodically test the vision inspection station with known challenge part. The approach for challenging and verification of the vision inspection station calibration needs to be discussed with Unilife.
13	-	Open.

Quotation D0409032

Page 24 of 91

ST	Nest	Operation
14	B	Vision inspect Needle straightness.
		The inspection of the Needle Tips is performed as follows:
		1.    The components are indexed into the station on the pallet,
		2.    Friction pads advance and closed on the Barrels from front and rear.
		3.    The friction pads shift laterally in opposite directions causing the Barrels to rotate about their center axes.
		4.    The vision camera takes images to determine the change in the lateral position of the tip during a minimum 360 degrees of rotation of the Barrels.
		The friction pads open and close via a pneumatic motion and shifted laterally via a rack and pinion system driven by a common motor drive.
		The vision inspection equipment is comprised of:
		•     Cognex Insight vision camera
		•     Back light
		•     Monitoring PC (shared with cell 2, station 12)
		Note: Tolerance for the straightness of the Needles is +/- 1.5°.
		Note: The current proposal will provide a measurement uncertainty of ±0.2 degrees based upon the field of view, camera resolution and taking an image every 5-10 degrees during a 180° rotation of the part.
		Note: The affects of the complete product design on the perceived straightness of the needle (looseness/misalignment of the NOM within the Needle retainer, concentricity of the components, perpendicularity of the needle to the outside diameter of the barrel) needs to be discussed as it relates this station. These affects need to be correlated with functional and assembly requirements of the product.
		Note: Vision inspection information can be easily extracted from the vision monitoring PC but no format for the export of this information has been defined with Unilife.
15	-	Open.
16	B	Siliconize Needles.
		The Needle silizonization process is as follows:
		1)   A cam driven head vertical head engages the top end of the Barrel forming a seal. The interior of the Barrel is pressurized creating air flow out of the end of needle.
		2)   A servo driven slide lifts the silicone dip tank upward immersing the needles.
		3)   The silicone dip tank retracts downward.
		4)   The sealing head retracts upward vertically.

Quotation D0409032

Page 25 of 91

ST	Nest	Operation
		The recirculating silicone feed system includes a viscosity measurement system as well as a solvent replenishment tank to automatically maintain the silicone viscosity.
		Note: No siliconization or process specifications have been provided to Mikron (such as material viscosity requirements). The process will need to be developed in conjunction with Unilife.
		Note: No specific performance for the siliconization of the Needles has been guaranteed by Mikron.

Quotation D0409032

Page 26 of 91

Circuit 3; Cell 3, Module 1, G05™-60 3 X 65 indexes per minute

ST	Nest	Operation
1	B	Perform occlusion test on Barrel Subassemblies.
		The occlusion test is performed as follows:
		1.    Three sealing heads move into the Barrels forming a seal with the upper end of the Barrel and minimizing the interior volume of the Barrels,
		2.    The Barrel is pressurized to a known pressure establishing a flow out of the end of the Needle,
		3.    The resulting flow is measured.
		4.    Barrel Subassemblies are rejected for either a high flow or a low flow condition.
		An Intertech Model MED75-FLO three channel high speed flow test instrument is used to perform the flow test. An internal flow circuit with a calibrated flow orifice located within the test instrument is used to calibrate the flow test instrument.
		The movement of the test heads is achieved using a cam driven vertical motion unit.
		Note: It is assumed that the flow test can be performed at 5 psig or less and that occluded needles will result in a flow of less than approximately 0.5 slpm. The test specification remains to be defined with Unilife.
		Note: The proper location to establish a seal with the inside diameter of the BSA remains to be discussed with Unilife.
		Note: The flow test instrument offers significant data collection capabilities. Flow test information can be easily extracted from the test instrument but no format for the export of this information has been defined with Unilife
2	-	Open.
3	B	Bowl feed and load 3 Needle Shields.
		Parts are fed (primary axis in the vertical orientation with the flange end up) from a vibrating bowl feeder. The feeding system consists of:
		•     Vibrating circular bowl
		•     3 lane vibrating linear track equipped with min-max sensors
		•     Low level indicator light
		•     Pneumatic escapement
		The Needle Shields are inserted to the Barrel Subassemblies from below. A vertical hold down keeps the Barrel Subassemblies in the pallet nest during the insertion of the Needle Shields.
		The transfer and the loading of the part is carried out with an independent cam-driven pick and place unit. The parts are gripped with an air operated grip head equipped with 3 gripping fingers.
		The grip fingers are made of plastic or stainless steel.

Quotation D0409032

Page 27 of 91

ST	Nest	Operation
4	B	Check presence and position of Needle Shields.
		The presence and position check is carried out with fixed mounted optical sensors.
5	B	Offload category 2 & 3 incomplete and reject assemblies to random bulk.
		Incomplete and reject assemblies are unloaded into a chute and transferred to a box or bin without orientation.
		Transfer and unloading of the part is carried out with an independent cam-driven pick and place unit. The part is gripped with an air operated grip head. The grip fingers are made of plastic or stainless steel.
		The function of this station requires the opening of the Barrel gripping fingers located on the pallet. The opening of the Barrel gripping fingers is accomplished by a pneumatically actuated motion located at the station.
		Category 2 and 3 incomplete and reject assemblies will be directed to separate bulk bins. The classification of the reject categories remains to be defined.
6	B	Offload sample assemblies to sample accumulator. Offload category 4 incomplete and reject assemblies to random bulk.
		Sample assemblies are unloaded to a horizontal accumulator for periodic retrieval by an operator.
		Transfer and unloading of the part is carried out with an independent cam-driven pick and place unit. The part is gripped with an air operated grip head. The grip fingers are made of plastic or stainless steel.
		Frequency of the offload of sample components can be programmed to automatically occur based on a variety of criteria including:
		•     Periodically based on elapsed time,
		•     Periodically based on number of cycles,
		•     Periodically based on a specific time within a shift,
		•     On demand by an operator.
		The function of this station requires the opening of the Barrel gripping fingers located on the pallet. The opening of the Barrel gripping fingers is accomplished by a pneumatically actuated motion located at the station.
		The classification of the reject categories remains to be defined.

Quotation D0409032

Page 28 of 91

ST	Nest	Operation
7&8	B->	Offload good assemblies to transfer conveyor (alternating machine cycles). Load good assemblies to sub tray.
		Good assemblies are:
		1.    Picked 6-up from the pallet and placed to a free transfer conveyor system hanging from the flange with the distal end down (alternating machine cycles),
		2.    Conveyed to an external palletizer unit,
		3.    Isolated/pitch adjusted using a scroll (screw),
		4.    Picked from the scroll (screw) and placed to a sub tray,
		5.    Transferred (once the sub tray is full) to an accumulating free conveyor.
		The palletizer operation involves 3 working positions with a conveyor to move trays from position 1 through position 3:
		1.    De-stacker for empty trays where one tray is isolated from the bottom of the stack,
		2.    Load position where the gantry robot loads parts to the tray from the scroll (screw),
		3.    Outfeed conveyor.
		The palletizer consists of:
		1.    2 horizontal belt conveyor for tray transfer
		2.    Pneumatic indexing and lift system
		3.    3-axis gantry robot with multiple gripping heads
		4.    Pitch adjustment mechanism
		5.    Queuing conveyors for empty trays stacks
		The transfer and the unloading of the parts from the pallet to the conveyor is with of a standard, independent, cam-driven pick and place unit equipped with grippers. The parts are gripped with an air operated grip head equipped with 6 grip fingers. The grip fingers are made of plastic or stainless steel.
		These stations operate at one half the cycle rate of the machine meaning that potentially, six good assemblies are offloaded every other machine cycle.
		The function of this station requires the opening of the Barrel gripping fingers located on the pallet. The opening of the Barrel gripping fingers is accomplished by a pneumatically actuated motion located at the station.

Quotation D0409032

Page 29 of 91

ST	Nest	Operation
		Note: It is proposed that the outfeed conveyor from the palletizer unit convey the full tray to an operator area where semiautomatic packaging functions will be performed. This strategy remains to be verified with Unilife.
		Note: The sub tray design needs to be finalized. It is assumed that the trays will be of sufficient quality and design to allow for automatic handling.
		Note: The proposal includes approximately 15 minutes of full outfeed conveyor accumulator capacity but this duration could be adjusted to depending upon the length of conveyor allowable. 5 minutes of additional outfeed autonomy increases the conveyor length by a minimum of 4 feet.
9	A & B	Check empty nest and vacuum clean.
		Empty pallet check is carried out with a standard inspection unit fitted on the common rise and fall bar. This unit is equipped with an inductive switch. The system accuracy is ±0.5mm (0.02”) providing the ability to sense a particle of thickness of 1 mm or larger present on the pallet nest. The probe is made of plastic or stainless steel.
		During the down-stroke of the probe, vacuum is applied in order to remove foreign debris. If detectable foreign material remains on the pallet, the machine will immediately stop. A manual intervention from the operator will be necessary to restart the machine.
		Note: Unilife will provide a vacuum source and particle collection unit for use with this station.
10	A	Bowl feed and load 3 Needle Seals. Circuit 3 Process Start.
		Parts are fed (primary axis in the vertical orientation with the flange end up) from a vibrating bowl feeder. The feeding system consists of:
		•     Vibrating circular bowl
		•     3 lane vibrating linear track equipped with min-max sensors
		•     Low level indicator light
		•     Pneumatic escapement
		The Needle Seals are placed to pallet nest A in a non compressed state meaning that the Seal are not placed into the funnelled section of the nest.
		The transfer and the loading of the part is carried out with an independent cam-driven pick and place unit. The parts are gripped with vacuum grip heads.

Quotation D0409032

Page 30 of 91

ST	Nest	Operation
11	A	Check presence and position of Seals. The presence and position check is carried out with fixed mounted optical sensors.
12	-	Open
13&14	A	Feed Needle Overmoulds from trays and load to a puck transfer system. Transfer NOMS to G05 machine and load to intermediate nest. Load 6 NOMs to pallets. (Every other cycle)
		The NOMS are:
		1.    Picked at least 12 at a time from trays, pitch adjusted and placed to a puck in the horizontal orientation,
		2.    Transferred on the puck conveyor system from the palletizer unit into the G05 cell,
		3.    Picked 6-up from the pucks and placed to an intermediate nest (every other machine cycle),
		4.    Pivoted to the tip down orientation at the intermediate nest,
		5.    Picked 6-up from the intermediate nest and loaded to the Seal (located in pallet nest A) from below (every other machine cycle).
		The palletizer operation involves 3 working positions with a conveyor to move trays from position 1 through position 3:
		1.    De-stacker for full trays where one tray is isolated from the bottom of the stack.
		2.    Load position where the gantry robot loads parts to pucks from trays.
		3.    Restacker where empty trays are re-stacked.
		Parts are transferred to the machine by free pucks on a conveyor loop. Pucks are isolated and released by pneumatic actuators at each end. Empty pucks are recirculated back to the palletizer unit.
		The palletizer consists of:
		1.    2 horizontal belt conveyor for tray transfer
		2.    Pneumatic indexing and lift system
		3.    Vertical de-stacker for full trays
		4.    Vertical stacker for empty trays
		5.    3-axis gantry robot with multiple gripping heads
		6.    Pitch adjustment mechanism
		7.    2 queuing conveyors for empty and full trays stacks

Quotation D0409032

Page 31 of 91

ST	Nest	Operation
		The transfer of the parts from the puck to the intermediate nest and from the intermediate nest to the pallet is with of a standard, independent, cam-driven pick and place unit parts are gripped with an air operated grip head equipped with 12 grip heads. The grip fingers are made of plastic or stainless steel.
		A hold down unit maintains the Seals in place from above during the insertion of the NOMs to the Seals.
		Note: The tray design needs to be determined. It is assumed that the trays will be of sufficient quality and design to allow for automatic handling.
		Note: Due to the proposed design of the station, either three or zero NOMs must be loaded to the pallet at a time that is it will not possible to load a partial pallet. Mikron will determine with Unilife how to handle the NOM loading station in the event that an incoming pallet has a mixed pallet status. One option would be to reject on of the NOMs from the pick and place unit prior to loading to the pallet.
15	-	Open.
16	A	Check presence and position of NOMs.
		The presence and position check is carried out with fixed mounted optical sensors.

Quotation D0409032

Page 32 of 91

3.2 Assembly Pallet

Pallet dimensions:	60m x 120 mm (each 120 mm square pallet segregated to form two different pallet areas per pallet)
Number of pallets:	Circuit 1-25 pallets
	Circuit 3-65 pallet
Number of nests:	Circuit 1
	Nest A 3-up (positions 1 thru 3). Post nest with active Barrel support fingers and active lifting post.
	Circuit 3
	Nest A 3-up (positions 1 thru 3). NOM S/A support nest with compression funnel. Positioned concentric above Nest B.
	Nest B 3-up (positions 1 thru 3). Barrel support nest with active Barrel support fingers.
Pallet coding system:	RFID Pallet Identification System

3.4 Feeding Systems

Specific feed systems are provided to feed each part assembled. The type of feeding system depends on each part’s physical characteristics:

No.	Type	Part	Capacity [min]
01	Vibratory Bowl Feeder	Release Ring		60
02	Vibratory Bowl Feeder	Needle Retainer		60
03	Tray Feed System	Barrel		30
04	Vibratory Bowl Feeder	Needle Seal		60
05	Tray Feed System	Needle Overmould		60
06	Vibratory Bowl Feeder	Ejector Ring		60
07	Vibratory Bowl Feeder	Needle Shield		60
08	Empty Tray Feed System	Good Barrel Subassemblies		30
09	Full Tray Outfeed Accumulator	Good Barrel Subassemblies		15

Important: If changes are made on the basis of non-conforming prototype parts, Mikron shall not be liable for changes or modifications necessary to ensure feeding systems operate correctly.

Quotation D0409032

Page 33 of 91

3.5 Noise Level

Maximum of 80 dBA, measured three feet from the loudest source, four feet from the floor in the Mikron Denver Facility.

3.5 Calibration

In general, calibration/verification devices/parts are not included as part of this proposal but Mikron will work with Unilife to develop the suitable calibration/verification strategies for the line.

Note: The flow test instrument contains a built-in calibration orifice.

4 Installation

4.1 Packing

The cost of packing and crating are included in the price.

4.2 Installation supervision and final acceptance

Installation and final acceptance are included in the price. For planning purposes, Mikron estimates 3 Mikron personnel for approximately 3 weeks on site to complete the installation and commissioning.

4.3 Unspecified work outside Mikron’s Denver Facility

Certain work relating to the machine can be invoiced in accordance with the following conditions:

4.3.1 Connection to services

The work and cost of electrical, compressed air and possible water connections are not included in the price and shall be invoiced at the hourly rates shown herein.

4.3.2 Production assistance

Four weeks of on site production assistance (to be used at points agreed between Unilife and Mikron) is included as part of this proposal. Additional production assistance beyond this is not included in this price and shall be invoiced at the hourly rates shown herein.

4.3.3 Other work executed outside Mikron’s Denver Facility

Other work executed outside Mikron’s Denver facility shall be invoiced at the hourly rates shown herein.

4.3.4 Labor rates

Mechanical Technicians: working time	$	95/hour
Controls and Mechanical Engineers: working time	$	125/hour
Engineers and Technicians: travel time	$	75/hour

Invoices are prepared in accordance with the time sheets and expense reports prepared by Mikron staff.

Quotation D0409032

Page 34 of 91

4.3.5 Remote maintenance

Setting up the system

Price per hour on line (Including telephone costs) $125/hour

5 Information on Production Costs

The following data is based on the mean values. It may vary, depending on the equipment provided with the standard cells.

5.1 Energy costs

The values given in the following table are indicative only. Actual values depend on specific units and equipment integrated on the units.

	Electric energy	Compressed air	Connection value
Cell	(3x480V ±10%)	(80 psi)	(electrical protection)
G05™ 60	Approx. 4 kVA	Approx.164 cu. ft./hr		25 A

5.2 Maintenance costs

The Mikron machine design minimizes mechanical stresses, reducing parts wear and downtime due to maintenance.

Machine maintenance costs depend on how well the customer adheres to the recommended preventive maintenance schedule. The frequency of maintenance work will depend on actual production rates.

Periodic maintenance tables, listed in the technical documents, provide information on the type, frequency and duration of preventive maintenance work.

5.3 Spare parts costs

Approximate spare parts costs are divided into 2 different categories:

Parts recommended for making up the basic stock when the machine is purchased. This stock is made up jointly with our services, according to your needs.

Parts used for routine machine operation (per year).

No of cells	On purchase of the machine	Following years (cost per year)
1	Approximately $30,000	Approximately $10,000
2	Approximately $50,000	Approximately $20,000
3	Approximately $70,000	Approximately $30,000

Quotation D0409032

Page 35 of 91

6 Customer Responsibilities

6.1 Machine operation

Operating and maintaining the machine requires certain skills on the part of the customer’s staff to which these tasks will be entrusted. Operating the machine correctly depends partially on the operator’s capabilities.

The proposed machines are designed for ease of operation.

Operation of the machine should not require any special operator skill levels other than understanding the relationships between machine functions and commands (Human Machine Interface).

Maintenance should be provided by technically trained staff that understands basic mechanical, information technology and electrical concepts.

The additional information required for production, upkeep and maintenance of the machine is provided during training (refer to Appendix H: Training of this proposal for more information on training details).

6.2 Information to be provided to Mikron

At the time the order is placed, Mikron requires the following information and documents:

• Final assemblies and drawings of all parts to be assembled, including variants, and the CAD files, translated into 3D STEP format

• Component matrices per variant

• Final specifications for the inspection process

6.3 Equipment supplied by the customer

When required, special equipment supplied by the customer may be integrated into the machine. The following responsibilities then are incumbent on the customer:

Delivery of the equipment to Mikron on the agreed schedule;

Provide separate assessment and acceptance of the supplied equipment;

Ensure the equipment output does not affect the overall system output;

Manage and assume responsibility of the interface between the supplied equipment and the Mikron machine;

Provide startup and set process parameters according to product requirements.

Delivery and shipment of this equipment to Mikron is the responsibility of the customer.

Quotation D0409032

Page 36 of 91

7 Project schedule

Our project teams maintain regular contact with you throughout the life of the project.

Please refer to the Appendix F for information related to how a standard Mikron project develops. Very close cooperation throughout the project provides optimum time and cost control. For this project, a sample schedule is included.

8 Changes and deviations from Mikron standards

8.1 Changes during the project

Changes requested by the customer during the project shall be examined for their feasibility. Mikron shall be notified in writing of any change involving parts to be assembled, accompanied by an amended drawing clearly showing the extent of the changes made.

Mikron engineers will evaluate the impact on the machine. As a result, Mikron reserves the right to change its price and schedule.

8.2 Deviation from Mikron standards

This proposal was prepared on the basis of our standard machines. Any departure from these standards requires an investigation to determine the feasibility and cost.

Quotation D0409032

Page 37 of 91

9 Parts for testing and preliminary acceptance

Parts for testing feed systems, machine setting and preliminary acceptance will be delivered and reshipped, without cost to Mikron, in accordance with the schedule below.

Each delivery shall be accompanied by a packing list and parts quality protocol.

Project management
Delivery Plan — Customer Supplied Items	11/11/2009

PROJECT: Order Nr:

IBL-Pilot [10,000 parts/hr]

		Delivery according to DP 00-011 for:			Ordering and test feeders														Buy-off feeders				Machine tests										Pre-acceptance / Acceptance
					P.O.		Order		Order		Test		Order		Test				Buy-off				Test		Test		Test		Test				IAT				FAT(2x)		Pack/ship/Install		SAT(2x)
		Needle Seal RTFS									Samples		20 min						1 hr				5 hrs		5 hrs		5 hrs		15 hrs				6 hrs				12 hrs				12 hrs
		Needle Shield RTFS					Samples		20 min		30 min		30 min		1 hr				1 hr				5 hrs		5 hrs		5 hrs		2.5 hrs				5 hrs		10 hrs		15.5 hrs				12 hrs
		Plastic components and Barrels			Samples		20 min				1 hr								1 hr				5 hrs		10 hrs				15 hrs				6 hrs				12 hrs				12 hrs
		Calendar week:			946		950		101		102		104		106		TOTAL		107		TOTAL		115		121		124		126		TOTAL		130		131		134		136		140		TOTAL
Ref.	Number	Designation	TOTAL		QTY		QTY		QTY		QTY		QTY		QTY		QTY		QTY		QTY		QTY		QTY		QTY		QTY		QTY		QTY				QTY		QTY		QTY		QTY
1	02-0011-00A	Glass Barrel RTFS (***)		623,350		50		3,300				10,000						13,350		10,000		10,000		50,000		100,000				150,000		300,000		60,000				120,000				120,000		300,000
2	02-0013-00A	Needle Retainer RTFS		623,350		50		3,300				10,000						13,350		10,000		10,000		50,000		100,000				150,000		300,000		60,000				120,000				120,000		300,000
3	08-0009-00A	Ejector Ring RTFS		623,350		50		3,300				10,000						13,350		10,000		10,000		50,000		100,000				150,000		300,000		60,000				120,000				120,000		300,000
4	08-0007-00A	Needle Overmold 27G S/A RTFS (***)		623,350		50		3,300				10,000						13,350		10,000		10,000		50,000		100,000				150,000		300,000		60,000				120,000				120,000		300,000
5	02-0012-00A	Release Ring RTFS		623,350		50		3,300				10,000						13,350		10,000		10,000		50,000		100,000				150,000		300,000		60,000				120,000				120,000		300,000
6	02-0015-00B	Needle Seal RTFS		623,350								50		3,300		10,000		13,350		10,000		10,000		50,000		50,000		50,000		150,000		300,000		60,000				120,000				120,000		300,000
7	—	Needle Shield RTFS		623,350				50		3,300		5,000		5,000				13,350		10,000		10,000		50,000		50,000		50,000		25,000		175,000		50,000		100,000		155,000				120,000		425,000
8	—	Loctite 3924 adhesive (QTY TBD)		7								1						1				0		1		1				1		3		1				1				1		3
9	—	Silicone Lubricant (QTY TBD)		7								1						1				0		1		1				1		3		1				1				1		3
10	—	Siliconized Barrrel sub-assembly (*)		100,000														0				0		20,000		80,000						100,000												0
11	—	Rondo tray (Barrel) (**)		0														0				0										0												0
12	—	BSA tray (**)		0														0				0										0												0
13	—	NOM tray (**)		0														0				0										0												0
14	—	Groninger ASVK800 and AAVK 800		0														0				0										0												0
Schedule		Mechanical Assembly												107			Mechanical assembly							116
		Debug																								117	Debug			128	Final Tests
		Line management and final tests																														129		130	IAT
		IAT (Internal Acceptance Test)																																		131	VAL FAT
		Execution of Validation Tests &
		Performance Run (FAT)																																				132-135
		Crating / Shipment / Install																																						136-140	VAL SAT
		Execution of Validation Tests (SAT)																																								141	SAT
		SAT (Site Acceptance Test) performance
																																												142

(*)	Could be from Groninger testing and buy-off
(**)	Miro-planning needed for each system suppliers. (Tray manufacturers and Palletizer suppliers)
(***)	Components must be provided in trays

Quotation D0409032

Page 38 of 91

A  Appendix: Terms and Conditions of Sale

The terms and conditions of sale used will be those shown in the modified Unilife terms and conditions document as mutually agreed between Unilife and Mikron.

Quotation D0409032

Page 39 of 91

B Appendix: GO5™ System Description

B.1 G05™ Overview

The GO5™ system is a high performance assembly solution, which offers not only high speed of operation but also modularity, flexibility and adaptability, which make it unique in its field.

The vision of the GO5™ was to offer our customers an assembly system which could have a shorter lead time, faster time to volume; increased modularity, increased output, increased re-usability and a solution which would future proof their investment. In all of these areas the GO5™ has excelled.

It also has the added benefits of being constructed from stainless steel, has clean room compatibility and having an electronic pallet tagging system as standard, thus product traceability is guaranteed. Its PLC based control system is also designed to minimize the level of specialist programming to make it highly functional and easy to use.

The GO5™ is constructed using modular building blocks, which can be easily configured to provide a solution for all assembly requirements. The two main functional units of the GO5™ can described as the basic cell, which consists of a platform and outer structure, and the modules, autonomous fully functional assembly units. These elements permit a number of benefits to be realized, for example, if we require integrating additional product variants or new product generation changes, these can be easily integrated into an existing system in the shortest possible time. The modules themselves can be completely constructed, tested and accepted external to the assembly system and then only have to be inserted into the basic cell, thus ensuring the process if fully de-bugged before its integration and therefore minimizing possible downtime.

Quotation D0409032

Page 40 of 91

This building block philosophy therefore allows for a rapid integration of the most varied equipment for the assembly and processing of parts. The arrangement of the workstations and the peripheral units provide the operator with a good overall view of the whole production process with good visibility and accessibility to the pallets which carry the parts.

This modular concept not only helps Mikron but also offers the customer the possibility of carrying out their own investigations, trials and proving on site. In some case of processes have to be developed afresh by the customer, this concept allows them to develop the process so that it is ready for series production and subsequently integrating this equipment into the system. For this purpose, a module is made available to the customer at a very early stage in the project. A start can therefore be made with building the assembly equipment in parallel with the process definition, thus it is possible to leave the integration of the developed and proven process module until the last possible moment. This may, under certain circumstances, even be the point of final acceptance.

The base G05™ offers our customers a high performance assembly solution with some unique features:

• A parts transfer system with free pallets provides flexibility, speed and accuracy;

• Various pallet sizes to accommodate your products;

• Tested reliable and highly standardized basic cell;

• Easily accessible compact linear configuration;

• G05™ cam or numeric controlled (NC) movement in the same cell;

• Systematic operation control check after every operation;

• User friendly operator interface;

• Efficient use of working space;

• Option for integrating slow operations in a fast throughput system;

• Progressive investment option;

• Option for connecting to other production systems.

B.1.1 GO5™ Operating principle

The parts of the assembly are placed on free flowing pallets, which enter the cells and leave them again by means of logistic modules (conveyor systems). A servo-controlled indexing system, using linear motors, is used to transport of the pallets through the G05 assembly cells or modules, positioning them accurately at each work station. The pallet index system allows for the transport of one or more pallets to a distance of up to 480mm. This distance is set by the size of pallet and the number of pallets indexed together. Pallet widths are 60mm, 120mm and 240mm.

Quotation D0409032

Page 41 of 91

B.1.2 G05™ Assembly Cell Design

The GO5™ is a standardized linear assembly system that allows assembly cells to be placed and configured to meet the demands of assembling a particular product. “Work in process” components are transported on pallets both within a cell and between cells. The parts are supported, during successive operations, in specific fixtures known as nests, which form an integral part of the pallets.

Within a cell, pallets are indexed from left to right through a series of process stations. At each process station, the pallet is momentarily stopped and located allowing work to be performed on the components being assembled such as loading, checking, pressing, unloading, etc.

The standard basic cell is designed to accept two (optionally one) process or logistic modules. It consists of the basic elements of frame module, process module and logistics module. The design of the system has a clear division, with the working and assembly operations carried out at the front of the cell and a maintenance area at the rear, thus the plant to be operated simply and safely. As a standard the platform and structure are manufactured from stainless steel. This construction ensures cleanliness, long life and compliance for the demands of a clean room environment.

The modular nature of the G05™ allows process stations to be easily placed where required in the sequence and even to be reconfigured.

B.1.2.1 Frame Module

The frame module is the basic platform and guarding system, which carries the process modules, the heart of the system. Within the frame are housed all energy connections and supplies, such as electricity, air, extraction etc. The frame forms the basis for accepting and locating one or two modules, and provides the necessary energy connections to them. This concept ensures remarkable stability, even in the case of very high cycle rates of up to 100 indexes per minute.

The structure essentially forms part of the protective cover for the cell. Both the working area and the maintenance area are easily accessible — front and rear — by means of protective doors, which can be lifted up. In addition, at the front of the cell, the lower guard is automatically lowered below the pallet transport height when the front protective doors are lifted, which again substantially improves the accessibility.

Quotation D0409032

Page 42 of 91

Figure B.2.2.1 G05™ Assembly Cell External Frame.

B.1.2.2 Process Module

The process module is an intrinsically independent and autonomous fully functioning unit. It is equipped with a basic structure, manufactured from stainless steel, a pallet indexing system, an electrical control system and a horizontal mounting plate for all assembly, handling, process and control units.

The module is designed in this way to allow the construction, testing and programming to be carried out external to the frame module and permits their integration into the cells at a very advanced project phase. The integration into the cells is carried out by very simple means, a fork-lift truck, with the exchange and insertion of a process module in a cell taking no more than 15 minutes.

Standardized pick and place or handling units, which can operate either above or below the pallet level, are designed to engage within the drive shaft at the rear of the plate and are be easily integrated on the horizontal mounting plate using the pre-machined fastening holes within the plate. The access to the region below the mounting plate for maintenance or adjustment is easily achieved by simply pivoting out the electrics cabinet at the rear of the cell.

The drive shaft system ensures a smooth operation of handling units and perfect synchronization between them, the pallets and the feeding systems. In addition, it provides a high level of system reliability in association with low maintenance costs.

Quotation D0409032

Page 43 of 91

Figure B.2.2.2 G05™ Process Module.

Further features of the process module include a rise and fall beam system for attaching inspection or other units which require a vertical movement. There is also a pallet transport belt mounted above the electrics cabinet for the return of the pallet when it is linked to the logistics module. On the top of the module there us a support frame and shelf which is used to house linear drive units and peripheral devices such as checking and test units. A vertical mounting plate is also fixed to the front of the pallet index system and this permits the attachment of tooling, isolators for fed parts, intermediate nests and external nests by using the standard fixing points.

Quotation D0409032

Page 44 of 91

B.1.2.3 Logistics Module

The logistics portion of the GO5™ consists of a re-circulating conveyor system, which feeds into and exits the main assembly cell. Within the assembly cell are sited the process modules and these are used to accurately index the pallets in front of the assembly, process and feeding stations. The pallets themselves are uniquely identified by the use of electronic pallet tags, thus traceability of product and assembly can be guaranteed. The G05 system is freely configurable to suit the three different standard versions. The 60, 120 and 240 versions correspond to the different pallet sizes, however the only machine difference is the indexing distance, once again this to suit the pallet size.

The logistics module is a conveyor belt system used for transporting pallets either within or between the cells. The control of the logistics module is undertaken by the adjacent process module.

In its standard design, the logistics module consists of a supply belt conveyor and a return belt conveyor. A number of options are possible, such as the return of fixtures, which have been emptied and reworked or the integration of parallel operations. These options can be retrofitted at any time by simple insertion and can be brought into action simply by activation of the pre-programmed functions in the module control system.

Figure B.2.2.3 G05™ Free Transport Conveyors.

Quotation D0409032

Page 45 of 91

B.1.2.4 Common Drive Shaft

In the case of modules which are equipped with mechanical operational units, they are driven by a common drive shaft within the process module. This horizontal shaft is driven by a servomotor and is integrated into the process module on the mounting plate. This allows the operation of units above and below the work piece level to be driven by one and the same shaft, thus ensuring full synchronization of all elements.

Figure B.2.2.4 G05™ Indexer.

B.1.2.5 Standard assembly and handling units

The mechanically driven assembly units are driven by the central drive shaft. Each unit has an individual camshaft and two cams matched to suit the assembly task, one for the horizontal motion and one for the vertical motion. This permits horizontal strokes of up to 160mm and vertical strokes of up to 100mm, at a rate of 100 cycles per minute.

The units are housed within a stainless steel cover which ensures simple and efficient cleaning. On the mounting plate of the process module, up to eight units can be fitted on the top or up to six units underneath.

Quotation D0409032

Page 46 of 91

Figure B.2.2.5 G05™ Process Station.

There is also the option to have units driven by a servo motor system, this providing increased flexibility for handling operations. These units are identical to look at, but they have a linear motor system within the outer casing rather than the cam operation. These units are ideal where there may be different variants or different pick up and drop down points. Once again the integration and programming of these units is a standard control function making it easy to integrate and modify.

B.1.2.6 Standard inspection units

The standard inspection units are attached to the common rise and fall bar on the process module. They are used check the progress of the assemblies located on the pallets, ensuring all assembly operations are checked for success. For each operation the inspection units have an accuracy, which is matched to the respective inspection task.

There are different versions of inspection units depending upon the accuracy required, the standard one being a differential check with an accuracy of +/- 0.5mm.

B.2 Pallet and traceability

The GO5™ concept is based on the use of free pallets to transport the parts to be assembled. The parts are supported, during successive operations, on specific hardened fixtures known as “nests”, which form an integral part of the pallets.

For pallet identification and traceability each pallet is fitted with an electronic read only tag. These tags identify the pallet with a unique reference number that is used by the control system to log and store relevant assembly status information. This number is read at entry to the cell and compared with the status data, which have been transmitted. This comparison decides on the further handling of the fixture. The tagging system ensures that we have complete assembly and pallet data logging as the pallet condition and any critical assembly parameters can be stored by the machine control system. This information is broadcast to all of the assembly modules within a system so that the pallet and process status is known in all cells.

Quotation D0409032

Page 47 of 91

B.3   Electrical and electromagnetic safety equipment

All the GO5™ electrical equipment meets the North American and European regulations. The most reliable techniques are employed to produce the safety devices. The control voltage is 24 V DC.

B.4   Safety devices for personnel protection

At the front, the lower part of the basic GO5™ cell, which contains the drive systems and the transmission, is protected by a guard, which can be lowered downward. At the rear the lower guard is formed at the bottom by the electrical control cabinet of the process module.

The upper part, which contains the operational and inspection stations at the front and the return belts at the rear, is protected by two transparent protective doors in polycarbonate. These can be opened upward. When the front protective doors are opened, the lower cover is also lowered automatically. These units are equipped with SCHMERSAL safety switches, which trigger the cell emergency stop if they are opened during operation of the cell.

B.5   Informational only

The specifications and descriptions set forth in this Section B are for customer’s information only and Mikron does not make any representation or warranty with respect to such information.

Quotation D0409032

Page 48 of 91

C  Appendix: GO5™ Control System

This section provides an overview of the Allen-Bradley Control Logix Processor based control system for the Mikron GO5™ and its variations.

C.1   System Architecture

The control system for the Mikron GO5™ is based around an Allen-Bradley Control Logix PLC processor and an Allen—Bradley Panel View Plus touch screen.

C.2  Operator Control Station

The operator control station is the central point for the operator to interface with the machine. It is commonly referred to as the HMI (Human Machine Interface) or simply as the Touch Screen throughout this description. The operator control panel contains a touch screen as well as a series of push buttons and switches. The push buttons and switches perform basic functions such as switching modes, starting, stopping, or manually jogging the machine.

Quotation D0409032

Page 49 of 91

12 JULY 05

C.2.1  Touch Screen

The touch screen provides a Graphical User Interface to detailed machine functions. It is used for setting up production batches, viewing machine performance data, and for trouble shooting purposes. For a detailed description of the Touch Screen, refer to section 2.0 of this manual.

C.2.2  Operator Station Buttons

The buttons on the operator control station perform the following functions:

C.2.2.1  Emergency Stop: Press this button to stop the machine immediately. Doing so will immediately remove power and air from all output devices.

Quotation D0409032

Page 50 of 91

C.2.2.2  Safety Guard ON/OFF: When the safety guard bypass key switch is set to off, the machine can be jogged, in manual mode, with the guard door open.

C.2.3  Hand Held Controller

C.2.3.1  AUTO/MANUAL Mode Selector: The mode selector button provides two modes of operation. When auto mode is selected the machine will run at full speed and continue to run until the batch ends, a fault occurs, or the stop button is pressed. In Manual mode the machine will run typically at a reduced speed and only run as long as the start button is held in.

C.2.3.2  Fault Reset: The fault reset button resets all faults that are listed in the alarm window.

C.2.3.3  Master Start: If an emergency stop is pressed or the machine was recently powered on, power to motion producing devices is turned off. To restore the output power, the Master Start button must be pressed.

C.2.3.4  Start: If the machine is in automatic mode, pressing the start button will start the machine at full speed. If the machine is in manual mode, pressing the start button will jog the machine at a reduced speed and only when the start button is held in.

C.2.3.5  Stop Immediate: When the machine is running in auto, pressing the stop immediate button will stop the machine immediately.

C.2.3.6  Stop at Zero: When the machine is running in auto, pressing the stop at zero button will stop the machine at or near the camshaft zero angle. If the machine is paused at any position, it will stop immediately and will not advance to the camshaft zero angle.

C.2.4  Control Panels

The modular nature of the FLEXCELL assembly cell dictates the use of numerous small electrical panels instead of a single large panel. The single process module FLEXCELL has 5 control panels. A double process module FLEXCELL has 8 control panels. In the second process module of a Double FLEXCELL, there are up to three empty electrical panels available for optional equipment.

Quotation D0409032

Page 51 of 91

C.2.4.1  The Power Distribution Panel

The power distribution panel is recessed into the machine frame just above the conveyors with the door protruding through the side panel of the machine. The power from the customer facility is connected to this panel, and it contains the main power disconnect switch. Switching it to the OFF position removes electrical power to all internal components unless otherwise noted within the panels or on the electrical schematics. The typical machine requires 25amps at 480 volts three phase.

C.2.4.2  The Motor Control Panel

The motor control panel is recessed into the machine frame with the door protruding through the side panel of the machine. This panel typically contains the Motor Starters and Overloads for the conveyor motors.

C.2.4.3  The Primary/Secondary Servo Control Panels

Each process module has a servo control panel accessible from the rear of the machine just below the conveyors. This panel typically contains both the 208/120 AC and the 24v DC Branch Circuit Breakers and Terminal Blocks, Power Supplies, some of the ASI Bus (I/O) components, and the Servo Drive(s) for the cam motor and the pallet indexer.

C.2.4.4  The PLC Control Panel

The primary process module usually will contain the PLC panel. On the secondary process module of a double GO5™, this panel may be omitted. The panel is accessible from above the conveyor level at the rear of the machine. This panel typically contains the Programmable Controller, Ethernet Communications Hub, and some of the ASI Bus (I/O) components.

Quotation D0409032

Page 52 of 91

C.2.4.5 The Safety Control Panel

The safety control panel is located directly above the PLC panel recessed farther towards the front of the machine. This panel typically contains Components for the emergency stop circuits and the guard door circuits, and ASi I/O blocks related to the machine frame and HMI.

C.3 Machine Operation

C.3.1 Batch and Mode Indicator

C.3.1.1 The BATCH status indicator can display one of the following:

• FILLING – A batch has just started and the system in the process of filling with parts.

• IN PROGRESS – Parts have completely filled the machine and the batch is in the process of production.

• EMPTYING – The machine is in the process of being emptied at the end of the batch.

• DONE – The batch is complete and the machine as stopped. The machine will not start until a new batch is started.

Quotation D0409032

Page 53 of 91

C.3.1.2 The MODE indicator can display the following:

• MANUAL — The machine manual/auto selector is set in the manual position indicating the machine can be jogged and manual operations can be performed.

• AUTO STOP – The machine manual/auto selector is set in the auto position indicating that the machine can be started by pressing the start pushbutton.

• AUTO RUN – The machine is in auto and running.

• FAULTED – A fault has occurred that has halted machine operation.

• PAUSED – The machine is waiting for parts, pallets, or processes.

C.3.2 Production Status

C.3.2.1 The PRODUCTION status indicator shows the production counters and the variant that is being run.

• GOOD part counter. This is the number of good assemblies that have been unloaded by this machine.

• BAD part counter. This is the number of bad assemblies that have been unloaded by this machine.

• REWORK. The number of parts that have been flagged as rework parts. Unlike the good/bad counters, the rework counter increments as soon as a part is flagged as rework.

• The VARIANT indicator shows the name of the part currently being run by the machine.

C.3.3 Operator Indicator

The OPERATOR indicator shows what security level the machine is currently logged into.

C.3.4 Rate and Cam Angle Indicator

The RATE Indicator shows the current rate the machine is running in RPM (revolutions per minute).

C.3.5 Menu Tab

The MENU tabs along the bottom are present on all screens.

C.3.6 Alarm Button

The alarm button is located at the lower right of the screen, only if alarm is present.

C.3.7 Back Button

The back button is located at the lower left of the screen. This button will display the screen that was active before the operator switched to the current displayed screen.

Quotation D0409032

Page 54 of 91

C.4 Stations

The stations screen gives a summary of information about each station on the machine.

C.4.1 Station Number & Description

The station number is shown in the left most column. A descriptive name for each station is displayed in the station column.

C.4.2 Station Type

Station type is set-up using the STATION SETUP screen. These station types mainly control how parts are counted in the machine.

• INIT – this is where the process starts and where injected parts are counted.

• PICK & PLACE – parts are added to the assembly at this station type.

• CHECK – Verification of part placement, and/or process completion, is done at this station type.

• PROCESS – A Process station modifies the assembly without adding more parts to the assembly. An example of this would be a pressing operation.

Quotation D0409032

Page 55 of 91

• UNLOAD GOOD – Only good assemblies are unloaded at this station. Each time a good assembly is unloaded the good part count gets incremented.

• UNLOAD BAD – Only bad assemblies are unloaded at this station. Each time a bad assembly is unloaded, the bad part counter gets incremented.

• UNLOAD GOOD/BAD – This type of station can unload both good and bad assemblies. If either is unloaded, the appropriate good or bad counter gets incremented.

• NEXT CELL – This type of station doesn’t physically unload parts. But the good & bad part counters are incremented as parts pass through it. This type is used to pass parts to another cell.

C.4.3 Station Status

The status column shows the condition of the station. The status can be as follows:

• IDLE:

• FAULT: Station has a fault condition.

• OFF: Station has manually been disabled.

• WORKING: Station is working normal.

C.4.4 Pallet Status at Station

The status column shows the condition of the pallet positioned at the station. The pallet status can be as follows:

• EMPTY: No parts present on the pallet.

• GOOD PART: All assemblies on the pallet are good.

• BAD PART: All assemblies on the pallet are bad.

• MIXED: There is a mixture of good and bad assemblies on the pallet. (only used on machines that have more than one assembly per pallet).

• REWORK: A nest that has been marked by a station to be re-circulated.

C.4.5 Pallet Number

This indicator shows what pallet is in the corresponding station.

C.4.6 Station Select Buttons

Using these buttons, a specific station can be highlighted for detailed functions, such as turning it on and off, manual controls, and configuration.

Quotation D0409032

Page 56 of 91

C.4.7 Station Counters

This tab provides a detailed status of assemblies by stations that are GOOD, BAD, REWORK, and FAULT.

• The GOOD column indicates how many assemblies passed through this station as good.

• The BAD column indicates how many assemblies entered this station as good but left as bad.

• The REWORK column indicates the amount of assemblies that were marked for rework at that particular station.

• The FAULT column indicates the amount of times the station faulted.

C.4.8 Station Tabs

The 4 tabs below the STATION SUMMARY tab provide detailed information and control for each station.

Quotation D0409032

Page 57 of 91

C.5 Station Cams

The station cams screen shows how the electronic cams for each station are programmed. The machine contains an encoder, which provides the control system with a number indicating degrees of camshaft rotation (0-359). These electronic cams are used in the program to trigger valves and to check for sensors to be ON or OFF. The CAMS screen allows these angles to be modified without changing the PLC program.

C.5.1 Cam Number

This column shows the electronic cam number.

C.5.2 Set Point

This is the angle at which the electronic cam turns on.

C.5.3 ON/OFF indicator column

This indicator shows the current state of the cam.

C.5.4 Reset Point

This is the angle at which the electronic cam turns off.

Quotation D0409032

Page 58 of 91

C.5.5 Cam Description

The description of the electronic cam function is displayed here. The description also shows the input, (sensor), address or the output, (valve), address that is used with this electronic cam.

C.5.6 EDIT CAM (Window)

For debug purposes, each electronic cam can be selectively enabled or disabled.

C.6 System Cams

In addition to 20 cams for each station, there are 40 system cams. The first 20, (cell cams), are reserved for base machine functions such as pallet indexing and data tracking and can only be modified if the security level is at Mikron. System cams 21-40, (global cams), are for general use and can be used for system wide functions.

Quotation D0409032

Page 59 of 91

C.7 Station Setup Screen

The Station Setup screen controls the configuration of each station on the GO5. It covers station type and setup as well as pallet routing and consecutive failure alarming.

C.7.1 Station Type

The station type controls how the station counts good and bad parts.

C.7.2 Pallet Routing

When a pallet arrives in a station, the pallet routing information from the previous operation is examined for each available nest. If the routing matches Line, Cell, and Station of the pallet location, the part in that nest is worked on.

After a station works on a pallet, the pallet can be routed to another station based on whether it was passed, failed, or can be reworked. The numbers specified in this section of the screen control which line, cell, and station will work on parts next. Typically for a good part, the pallet is routed to the next station on the Cell. In the case of Bad or Reworked parts, the pallet routing can send the pallet anywhere, including stations that the pallet has already passed through. Pallet routing can be specified for each nest on the pallet.

Quotation D0409032

Page 60 of 91

The pallet routing consists of three parts; Line, Cell, and Station. It can be specified differently for each available nest on the pallet.

C.7.3 Edit Nest

C.7.4 Consecutive Failure Counter

For each station, a fault will stop the machine and an alarm message will be displayed if a preset number of consecutive failed (bad) parts are reached. This number can be set here.

C.7.5 Good Part

This is where you enter the desired number of good parts and the line, cell, and station that you wish the good parts to be routed to.

C.7.6 Bad Part

This is where you enter the desired number of bad parts and the line, cell, and station that you wish the bad parts to be routed to.

Quotation D0409032

Page 61 of 91

C.7.7 Rework Part

This is where you enter the desired number of rework parts and the line, cell, and station that you wish the rework parts to be routed to.

C.7.8 Accept Nest Changes

This saves your settings.

C.8 Pallet Data

The pallet data screen displays the status of the pallet and its routing. The pallet information contains the next station the pallet nest will be worked on, the last station the pallet nest failed, and the last station the pallet nest passed. The pallet information also contains the status of each nest. The station information contains the status of the pallet and the consecutive bad part count status.

C.8.1 Pallet Status

The status of each nest of the pallet in station is shown in this area. The status can be EMPTY, GOOD, BAD, or REWORK. The next station that will work on the selected pallet nest is displayed under NEXT OPERATION. The last station that passed the selected pallet nest as a good part is displayed under LAST STATION PASSED. The last station that failed the selected pallet nest is displayed under LAST STATION FAILED.

Quotation D0409032

Page 62 of 91

C.8.2 View by Mode

The pallet data is viewed for the pallet that is at the selected station, or you can navigate to the others.

C.8.3 Process Measurements

For each measurement made on the machine, the measured value and resulting pass/fail status is shown in this box. These process measurements are values where and analog value is read and compared against limits to determine a Good or Pass status.

C.8.4 Station Status

A yes or a no under the WORK ON NEST column will indicate if the pallet nest selected will or will not be worked on. The BYPASS column will indicate if the selected pallet nest will be bypassed. The FAIL COUNTERS columns will indicate how many consecutive parts have failed in the selected nest. The FAIL COUNTERS columns will also indicate how many failures are allowed before the machine is to be stopped.

C.9 Peripheral Devices

The peripheral screen contains settings and controls for devices that are not directly connected to a single station, are system wide or single devices used across multiple stations. Controls are provided to monitor, calibrate, and/or manually control peripheral devices attached to the machine. Examples of these are (but are not limited to) LVDT systems, Color Sensors, Welders, Force measurements and Weighing systems. Below is an example of the Gantry Peripheral screen.

Quotation D0409032

Page 63 of 91

C.10 STATISTICS – Production Summary

The machine provides detailed production statistics which track machine run time, faults, and stops. The statistics look at the basic cell system and the individual stations. The data can be displayed both in a table as well as graphically.

The Production summary screen shows machine performance for the batch that is currently running. It gives percentages of good, bad, and rework parts as well as details about machine run time, and stop time. Machine production rate data is included as well. A Maintenance section displays some overall machine information.

Quotation D0409032

Page 64 of 91

C.10.1 Part Count

A count of good, bad, and rework parts is shown. Additionally, each of these categories is shown as a percentage of the total. These counters are automatically reset when a new batch is started.

Good Parts:

This counter is the number of good assemblies that have been unloaded by this machine.

Reworkable Parts:

This counter shows the number of parts that have been flagged as rework parts. Unlike the good/bad counters, the rework counter increments as soon as a part is flagged as rework. Some rework parts will end up as good parts while others will become bad parts.

Bad Parts Rejected:

This counter is the number of bad assemblies that have been unloaded by this machine.

Total:

The total number of parts that have passed through the machine is a sum total all 3 of the above categories.

Quotation D0409032

Page 65 of 91

C.10.2 Machine Time

Time is logged for auto run time, machine stop time, and manual time. Additionally, each of these categories is shown as a percentage of the total time. These timers are automatically reset when a new batch is started.

Auto Run Time:

Auto run time is accumulated when the machine is running continuously in automatic. Typically, auto run time is only accumulated when the cam is rotating.

Machine Stopped:

Machine stop time is accumulated when the machine mode selector switch is in the Auto position but the machine is not running. Stop time can be caused by the machine being paused waiting for parts, station faults, system faults, or waiting for the start button to be pressed (no faults).

Manual Time:

Machine manual time is accumulated when the machine mode selector switch is in the Manual position regardless of whether the machine faulted or paused.

Total Time:

All the timers above, Auto, Stop, and Manual time are added up to give the total time. This timer will show the total time since the batch was started.

C.10.3 Stop Time

Details of the machine stop count as well as stop time are shown in this section. Additionally each of the stop count categories (machine pauses, operator stops, system faults, station faults, total stop time) is shown as a percentage of the total. This data is automatically reset when a new batch is started.

C.10.4 Production Rate

Details of the machine throughput.

Quotation D0409032

Page 66 of 91

C.10.5 View Batch from History

Details of the last 10 batch’s ran and display the data. When a previous batch is selected from this window, it will also display the data in Production Summary window and change the Current Batch indictor to Batch History.

Quotation D0409032

Page 67 of 91

C.10.6 Statistics

C.10.6.1 Table of Station Data

The Table of Station Data displays, in tabular form, the number of good parts, bad parts, faults, pauses, and downtime attributable to a specific station.

Quotation D0409032

Page 68 of 91

C.10.6.2 Statistics — Station Graphs

Station stops can be viewed graphically by pressing the Station Graphs button. The bar chart allows easy visualization of the most troublesome station in the system. This graph can show Good Part Count, Bad Part Count, Fault Count, Pause Count, and Fault + Pause Combined Time data.

C.10.6.3 Statistics — Station Process Statistics

The process graphs screen is an optional job specific screen. This screen is only used when the customer requires job specific equipment data to be displayed in a graph format. The process graphs screen can display graphical data associated with a process measurement. This is typically data that is recorded and stored for offload to a data collection system.

Quotation D0409032

Page 69 of 91

C.11 ALARMS

C.11.1 ALARM DISPLAY

Whenever an alarm occurs, a small alarm window will be displayed on top of the current screen and in the lower portion of the screen.

The alarms are displayed with three most recent listed at the top of alarm banner.

C.11.2 ALARM HISTORY SCREEN

Alarm messages are displayed chronologically as they occur, with the most recent message listed first. However, this listing displays a history of all messages that have been displayed whether they have been reset or not.

Quotation D0409032

Page 70 of 91

C.11.3 ALARM STATISTICS SCREEN

Alarms are listed chronologically with the most recent listed at the top of the screen.

Quotation D0409032

Page 71 of 91

C.11.4 ACTIVITY LOG – System Event

While the alarm log screen records faults and warnings associated with the machine and it’s associated hardware, the Activity Log records faults and warnings associated with the touch screen software and hardware.

Listed below are some of the problems that might cause a system event to be recorded.

• Loss of communications to processor.

• Loss of communications to a data collection system.

• Program errors in the touch screen or PLC.

C.11.5 Informational only

The specifications and descriptions set forth in this Section C are for customer’s information only and Mikron does not make any representation or warranty with respect to such information.

Quotation D0409032

Page 72 of 91

D Appendix: Risk Management

D.1 Machine Downtime

Ordinary machine downtime is directly linked to execution of the assembly machine cycle and is the responsibility of Mikron through the stated warranty period. This downtime is classified in three categories:

D.1.1 Feed systems blockage: Most of these stoppages are generated by feed systems that have relatively low inherent efficiency because of the feeder design and part characteristics.

D.1.2 Gray area – non conforming parts, assembled and then detected as non conforming: It is not always possible to determine whether the part was already non-conforming during feed system filling or if the part had been damaged by the machine and thus detected as non-conforming. This gray area is accepted as Mikron’s responsibility.

D.1.3 Reject parts caused by the system: This concerns parts damaged by the assembly system.

D.2 Unplanned Production Stoppage

These stoppages are random interruptions due to the two factors shown below and are the customer’s responsibility.

Non conforming parts: These are parts damaged during manufacture or shipment, for example, bent parts, molding defects, parts not de-burred, etc.

Staff, operators: These are short unplanned absences, interruptions due to insufficient staff or operator ability.

D.3 Planned Production Stoppage

These stoppages are interruptions with a fixed frequency as described below and are the responsibility of the customer.

Pauses: Meals and intermediate break periods.

Shift Changeover: Often synchronized with break periods.

Clean room procedures: Mainly cleaning equipment and safety procedures during batch changeover.

Re-certification: Recalibration or re-certification procedures according to a fixed schedule, determined by the customer, can significantly affect output.

Series or batch changeover: This procedure can result in a 1 to 20% variation in output, depending on the frequency of changeover and the method of changeover.

Periodic preventive maintenance: Preventive maintenance work executed in accordance with predetermined schedules.

Quotation D0409032

Page 73 of 91

D.4 Definition Of Effective Output

The measurement of the Effective Output of the line is performed during a timed performance run of set duration in this case 6 hours. The timed performance run is performed with the machine running in a steady state condition that is time for emptying and filling of the line are not included in the measurement of the Effective Output.

The resulting Effective Output value must meet or exceed the contractual minimum Effective Output value listed in section 1.3 of this proposal.

Ng =	Gross number of good parts produced
Nnc =	Number of incomplete/reject parts not attributable to the machine (such as incoming non conforming components)
Tg =	Gross test run time
Tnc =	Stoppage time not attributable to the machine (such as incoming non conforming components or special events)
Effective Output (Good Parts / Min) = (Ng + Nnc)/ (Tg – Tnc)

D.5 Quality And Cleanliness Of Parts

Actual output will depend on the quality of the components to be assembled. They shall be clean, de-burred, degreased, undamaged, non magnetic and manufactured within the tolerances shown on the drawings.

Components submitted in bulk shall not contain foreign debris.

The output shown is based on present information. It will only be possible to confirm the actual output after testing samples.

Page 74 of 91

Example

Mikron’s Responsibility

	Bad			Stop						Result of
	parts			time			Mikron goal			test runs
Measurable values during test-run (FAT, SAT)	% +			% =			%			%
Buffer influences between cells
No pallets at cell entry, or too many pallets at cell exit		N/A			5	%		5	%
Process dependent influences
Feeder system Disturbances		1	%		6	%		7	%
Disturbances in process and test stations		1	%		5	%		6	%
Component dependent influences
Non conforming parts assembled and then detected as non conforming (Grey Zone)		1	%		1	%		2	%
								20	%
Efficiency under Mikron’s responsibility								80	%
Non-measurable values during test-runs (FAT, SAT)				time			assumption
Wear parts								0.50	%
Planned maintenance								3	%
Breakdown repair								1.50	%

Customer Responsibility

	Bad			Stop			Mikron			Customer
	parts			time			assumption			goal
Measurable values during test-run (FAT, SAT)	% +			% =			%			%
Process dependent influences
customer supplied equipment		0	%		0	%		0	%
Component dependent influences
Non conforming parts		1	%		1	%		2	%

	Stop	Mikron			Customer
	time	assumption			goal
Non-measurable values during test run (FAT, SAT)	%	%			%
Organisational inefficiencies
Variant Changeover, Shift Changeover			1	%
Planned Stops Breaks, training Periodical			1	%
Qualifications Cleaning between batches			1	%
Process or component independent
Non attentive operators (filling and stops) Insufficient training			0	%
Unplanned unavailability of personnel or materials			0	%

Overall Efficiency / Line Utilization
Goal	Assumed
??? %	70%

Overall Efficiency & Line Utilization Breakdown

Quotation D0409032

Page 75 of 91

E Appendix: Mikron Assistance Beyond Installation

Refer to section 4.3.

Quotation D0409032

Page 76 of 91

F Appendix: Project development description

Mikron is organized on a project team basis. Key personnel, such as the Project Manager, are assigned for the duration of the project and others are assigned as specialized resources are required throughout the various stages of the project. The Project Manager has complete responsibility for the management and direction of all phases of the project, including design, fabrication, assembly, test and supervision of both installation and start-up. The Project Manager’s authority provides you with a single point of contact for all communications with Mikron for the resolution of project issues.

The Mikron project team consists of the Project Manager, production engineers, quality engineers, automation technicians and mechanics who participate in the project when their special skills are required. At each important milestone throughout the project, a progress report is provided by our project team.

Quotation D0409032

Page 77 of 91

F.1 Kick-off Meeting

Mikron project team introduction

Following award of the contract, Mikron personnel will attend a Kick-off Meeting at customer’s facility. The purpose of this meeting is to introduce the key individuals of the Mikron team to the key individuals of the customer’s team. In addition, the proposal is reviewed to discuss all pertinent aspects and to obtain common direction for project requirements. Following completion of this meeting, a detailed schedule of activities is finalized and issued.

F.2 Project reviews

Monitoring important project stages

The Mikron project team provides a progress report at each important stage of the project.

F.3 Preliminary Design Review

After the Project Kick-off Meeting, the members of the Mikron design team are assembled and the concepts of the proposed system are reviewed. These concepts are defined in the form of preliminary design drawings so that each member is aware of his or her individual responsibilities for overall project completion.

The preliminary designs are reviewed with customer, at Mikron’s facility to assure a complete understanding of the course of action to be taken with the project.

F.4 Final Design Review

The Final Design Review is conducted at the Mikron facility in Aurora, Colorado. A complete mechanical assembly drawing package is reviewed for approval of the overall design. The electrical and controls engineers also review the drawings of panels, schematics and the overall structure of the software. Following this review, the details of the system are released for fabrication and assembly.

Mikron openly invites customer to participate in all aspects of the engineering phase. Frequent visits and meetings to review concepts and progress enhance the overall design effort. All of such visits and meetings shall be coordinated with Mikron.

F.5 Certification tests

Testing and operating approval

When the final stage for tuning a machine is reached, a series of internal tests are carried out to verify compliance with specification requirements. These tests are based on documents jointly prepared with the customer:

• Mechanical and software function tests;

• Production throughput checks;

• Checks on assembly performance.

These tests help prepare for the pre-acceptance stage.

Quotation D0409032

Page 78 of 91

F.6 Pre-acceptance (FAT)

Operating and production test before shipping

The performance of the Assembly Line is demonstrated thoroughly at Mikron prior to shipment. The line is run for up to a 6-hour period (or a lesser period agreed between the customer and Mikron) to demonstrate that it can produce the required number of assemblies at the required output. Parts that do not meet the drawing requirements for tolerances are not counted against the actual number of acceptable assemblies during the acceptance testing. Any slow-down due to lack of operator performance is not counted when determining the line rate.

It is the responsibility of the customer to supply a sufficient quantity of parts and inert material for the testing and acceptance tests of the Assembly Line. A quantity of components will be agreed to following defined criteria of testing the machine at the Kick-off Meeting.

Component parts not received in the quantities or by the schedule specified may result in additional test and debug by Mikron at the customer’s facility prior to Final Acceptance Test. This additional cost is not included in the system price and will be invoiced at the time and material rates specified herein.

F.7 Final acceptance (SAT)

Operating and production test after installation

The performance of the Assembly System is demonstrated at the customer’s facilities prior to final acceptance. The line is run for up to a 6-hour period (or a lesser period agreed between the customer and Mikron) to demonstrate that it can produce the required number of assemblies at the required output. Parts that do not meet the drawing requirements for tolerances are not counted against the actual number of acceptable assemblies during the acceptance testing. Any slowdown due to operator performance is not counted when determining the line rate.

Note: After final acceptance, production assistance can be provided by a Mikron team to assist with your production start-up (please refer to the “Customer Service” section in this proposal for more information on this service).

F.8 Debriefing

Project review after production start-up

Approximately three (3) months after the Final Acceptance of the system, the Mikron project team conducts a final project review to verify the system performance. The project is then handed over to our After-Sales Services, which provides support thereafter.

Quotation D0409032

Page 79 of 91

G Appendix: Customer Parts Control

At various stages of the project, the customer is required to provide production parts and inert material for testing, station set-up and system run-off. The parts should be delivered to Mikron in accordance with the “Parts Delivery Schedule” of this proposal.

G.1 Parts tracking

Mikron will receive, classify, inventory and store all customer parts. In every step of the process, we comply with all confidentiality agreements.

G.2 Parts use and stock control

Stored parts are used for testing and checks on the production line. The next batches are delivered in accordance with the plan provided and they follow the same process, according to project requirements.

G.3 Parts disposal

When the project is completed, Mikron returns or directly disposes of any leftover parts. Disposal will comply with environmental standards and regulations. Costs for either option are charged to the customer and are not included in the proposal.

G.4 Confidentiality

Industry products and technologies often require a high degree of confidentiality. The following policies are in place to ensure the confidentiality of all projects.

G.5 General policy

We define, with our customer, the degree of confidentiality consistent with the project. The confidentiality guidelines must be clearly delineated so that no breaches of confidentiality negatively impact the customer.

Mikron ensures that the confidentiality requirements regarding protecting customer parts and restricting access of unauthorized people to the customer’s project are met.

Each project is internally coded to eliminate any direct reference to the product and the customer’s name.

Strict adherence to this policy ensures the customer’s confidentiality and our reputation in the industry.

We will comply with any confidentiality agreement entered into between Mikron and customer.

Quotation D0409032

Page 80 of 91

H	Appendix: Training
H.1	Basic training

Training in the use and maintenance of the machine is provided in our facility in accordance with our standard program.

H.2 Target audience

Appropriate training for the customer’s staff will be provided as follows:

• Staff without special qualification levels, who have a basic understanding of the machine’s operator interface, can take operator training.

• Staff with technical training should take upkeep and maintenance training in order to understand the required mechanical, information technology and electric fundamentals.

H.3 Development and contents

Planned duration: Approximately 3 days

First day

• Introduction to the Mikron group and company visit.

• Main mechanical elements.

Second day

• Controls and electrical elements.

• Level 1 automation includes all necessary automation training to effectively run and maintain the machine.

• Specific elements and feeding systems.

Third day

• Specific elements and feeding systems.

• After-sales service, spare parts list and preventive maintenance.

H.4 Additional training

Mikron provides additional training at an optional price. This optional training consists of 2 modules, “Level 2 automation” and “Level 3 automation” of 1 ¹/2 days each.

Target audience

The following training modules are intended for people trained in software programming.

Level 2 automation

• Controls configuration (hardware and software);

• Introduction to PLC programming language;

• Use and parameter definition of commands (stations, alarms, options);

• Elementary and advanced programming procedures;

• PLC program study and analysis of machine-specific implementations.

Quotation D0409032

Page 81 of 91

Level 3 automation

• Declaration of PLC variables, features and procedures;

• Implementation of an HMI interface and example study.

H.5 Costs and organization

Travel, accommodation and food costs are the responsibility of the customer. Mikron’s staff is available to assist you with hotel reservations.

Quotation D0409032

Page 82 of 91

I	Appendix: Production assistance
I.1	Description

Mikron provides optional assistance services to facilitate the implementation of the new assembly systems into production. Mikron personnel accompany your operators and maintenance staff at your facility during the “ramp-up” production stage. Mikron’s personnel operate the system and further train your operators and maintenance staff to avoid downtime due to the unfamiliarity with the system. This service is provided on request and is quoted as an option.

“Made to measure” planning

During the production assistance stage, Mikron’s mechanics and automation specialists help your operators run the new system at your facility. Because our technicians have identified potential production problems during the tuning and testing stages, they are able to provide your staff with the additional insight to optimize the production of the system. The assignments are generally spread over the first 3 months of production in periods of one to several weeks, according to your needs.

Productivity gains

Mikron’s experience providing the production assistance services shows that productivity gains are important in the first months.

The following graph illustrates the average productivity gained with our production assistance services. This information is only for example purposes and is no guaranty of performance.

Quotation D0409032

Page 83 of 91

J	Appendix: Customer Support
J.1	Hot-line

Our After-Sales Service has a telephone line available to meet your needs quickly. A special telephone number is reserved for your urgent calls 24-hours, 7-days a week throughout the year, including holidays.

Our U.S. service line number is 720-858-2100.

J.2 Remote maintenance

If under warranty or purchased additionally, our Software Department is set up to provide remote maintenance work. Machines delivered can be fitted with the required equipment to allow such work.

J.2.1 System implementation

To enable this remote access, Mikron installs a communications kit on each cell (modem card, specific program and RJ45 connector).

The customer specifies the following:

• Type of connection available; digital or analog with RJ45 or RJ11 socket;

• Telephone number reserved for remote maintenance;

• Contact name for providing local support (training).

J.2.2 Possible types of intervention

Remote maintenance has two kinds of intervention; namely:

• Remote fault tracking;

• Program modification

A site visit may be required depending on the type of fault or modification. There is no guarantee that all problems can be solved by remote maintenance.

Quotation D0409032

Page 84 of 91

K	Appendix: Documents
K.1	File No. 0 Transportation and installation instructions

One binder containing detailed instructions for transportation, unpacking and installation, sent separately at the time of delivery.

K.2 File No. 1 standard information (2 copies)

One binder containing standard information about the machine:

• Safety

• General instructions

• Frame and guardings

• Indexing system

• Transport conveyors

• Cames and rods

• Pallets

• Pick and place

• NC units

• Vertical units

• Checking units

• Rise and fall

• Controls

• NC controls

• HMI

• Pneumatics

• Troubleshooting

• Maintenance

• Standard assembly drawings

K.3 File No. 2, specific information (3 copies)

• Layout drawing

• Wiring diagrams and special instructions, if they are different from the standard description

• Compressed air diagrams and parts list

• Mechanical cam and synchronization cam diagrams

• Drawings of all special units

• Detailed drawings of wear parts

• Spare parts list

K.4 File No. 3, supplier documentation (2 copies)

One binder containing special device suppliers’ documents.

Quotation D0409032

Page 85 of 91

K.5 File No. 4, automation documentation (1 copy)

• One binder containing information relating to the machine command:

• Listing of API/PLC program and operator’s control panel (customer part)

• Diskette/CDROM with complete program

• Alarm messages

• Converter and special device listing

L Appendix: Spare parts

Mikron works with your team to develop a recommended spare parts list of the basic stock during the final project review. This stock, when purchased by the customer, is sent directly to the customer after system delivery.

L.1 Delivery

To reorder basic stock or other parts, the following shipping schedule applies:

Part type	Shipping time
Standard parts	2 to 3 days
	24 hours in emergencies
Standardized parts	2 to 3 days (for 80% of parts)
	About 10 days (for other parts)
Project-specific parts	According to parts complexity

L.2 List

The spare parts list simplifies the ordering process.

• Unit drawings specify location on machines

• Description

• Part number

• Supplier’s name

• Quantity

• Minimum recommended quantity for customer’s stock

Quotation D0409032

Page 86 of 91

M	Appendix: Mikron quality policy
M.1	ISO 9001 Certification

Mikron ISO 9001 Certification—December 8, 2001.

M.2 General principles

Quality is an integral part of Mikron’s company policy. It is based on three general principles:

• Our quality shall achieve or exceed the standards specified by our customers and the market;

• Quality is a means for lowering our costs;

• Quality requirements apply both to ourselves and to our products.

Quality plan:

Our work is based on an internal quality plan comprising the following terms:

• Quality assurance is the permanent concern of each worker in each department;

• Each worker is personally responsible for quality in his or her department;

• The worker spots and proposes each possibility for improvement;

• Each worker is aware of the need to prevent any error at each production stage;

• Our efforts are aimed at optimizing the quality of our product and service;

• Special attention is paid to monitoring measures for reducing costs;

• Quality assurance procedures are regularly updated and brought to the attention of all.

N Appendix: Construction Standards

Our standards and validation department ensures that our plant and production procedures conform to the standards and directives for the lines of business in which we operate.

N.1 OSHA Standard

The Williams-Steiger Occupational Safety and Health Act of 1970 places responsibility for compliance with the Act in the use of the equipment with the customer. Mikron endeavors to design all systems in accordance with all OSHA requirements. Should you feel that additional modifications are necessary to make the system comply with state, local or corporate requirements, we will discuss them and quote such modifications as may be necessary.

N.2 Specific standards and rules

For developing and manufacturing its machines, Mikron complies with appropriate JIC and NEC standards and codes and good engineering practices.

Quotation D0409032

Page 87 of 91

O	Appendix: Mikron’s Validation Package
O.1	Mikron Quality Management

Quality is an integral part of Mikron’s company policy. Therefore all of our assembly machines will be:

a)	Constructed based on tested/qualified/validated standard products (hardware and software)
b)	Validated according to our standard package when ordered by the customer

O.2 Validation Proposal

The application-specific qualification/validation effort by the customer can be significantly reduced by using Mikron’s validation package 2 (see figure 1). This validation package:

a)	Reduces customer resources
b)	Increases customer’s machine knowledge quickly
c)	Allows the start of production sooner

Mikron prepares the deliverables, which are reviewed and approved by the customer including Design Documents. The customer’s participation during testing is seen as useful.

Figure 1

Quotation D0409032

Page 88 of 91

	... for
	Package
Validation deliverables	1	2	3
Project Quality Plan describes the validation deliverables and the interface between Mikron and the customer (including a list identifying roles and responsibilities for each technical and validation step)	x	x	x
Traceability Matrix (URS ↔ FS ↔ DS ↔ test cases)		opt	x
User Requirements Preparation	opt	opt	opt
Functional Specification describes the functionality of the stations based on the customer’s URS (includes requirements resulting from the pFMEA).		x	x
Process Failure Mode and Effects Analysis (pFMEA) evaluates and documents the risk of potential failure modes during assembly process and recommends the actions necessary to reduce the risk.	x	x	x
List of Materials in contact with customers product	opt	x	x
Design Specification (DS) consists of:
• overall drawings for all stations	x	x	x
• Initial status of a Software Design Specification (Mikron internal design document containing information regarding cam-times, input/output, sensor lists etc. and providing electrician/technician for with correct assignment of the devices)			opt
• AS-BUILT status of Software Design Specification			opt
Factory Acceptance Test includes Installation Testing, Operational Testing and Performance Testing. The tests are performed, documented and evaluated by Mikron in Boudry/Denver and contains the following deliverables:
• Check of Safety Systems; test if safety system for guards, doors, lockout devices, compressed air and E-stop meets the requirements	x	x	x
• Check of General Implementation; test if equipment meets the installation and design package requirements		x	x
• Check of Input/Output Labels; 10% of Inputs/Outputs are checked for tag and for connection according to AS-BUILT drawings	x	x	x
• Software Installation Documentation documents the actual versions of software that are running on the machine and equipment	x	x	x
• Major Equipment List and Configuration Settings; documents the serial numbers of major equipment and their calibration status, and their settings, such as those of the feed systems, electrical cams, messages and alarms.	x	x	x
• Source Code Review (performed by Mikron) — application-specific			opt
• Operational Testing; driven by the pFMEA and/or FS; limited to a maximum of 45 tests.	x	x	x
• Documented Line Performance Run (printout of the mini-statistics of each cell of the line, list summarizing the results of the FAT run with performance and reject rate, action list...)	x	x	x
Commissioning performed at customer site and includes:
• Site Acceptance Run (SAT)	x	x	x
• Repetition of some FAT Operational Tests. Based on a risk analysis and limited to a maximum of 15 tests		x	x

Quotation D0409032

Page 89 of 91

O.3 Assumptions

a)	The Customer provides an approved URS to Mikron by the Kick-off meeting to avoid schedule delays. The customer provides a single-point of contact for validation matters by the Kick-off meeting.
b)	The URS meets the intent of the original proposal. After the original release of the URS, the paragraph numbering must stay the same (because of the effect on other documents). Revision history to be included in the URS.
c)	Process capability studies are completed by the customer and are not considered in the project schedule. The customer is responsible for development of process ranges, such as time, temperature, pressure, etc. to optimize the process performance.
d)	Performance of IQ, OQ and PQ is the customer’s responsibility following SAT completion. Therefore, on-site validation support during that phase has not been included but can be offered separately.
e)	As part of the IT tests, 10% of inputs and outputs are checked for tags and for connection according to the as-built drawings.
f)	The quotation has been based around a defined number of Operational Tests (OT) and includes up to five safety tests of the Base Machine during FAT. All other alarms and messages are listed.
g)	A risk-based approach was considered in determining the number of Operational Tests. For Level 1, the number of Operational Tests defined for this quotation is based on the number of check/test stations that are in the assembly process. For Level 2 or 3, the number of Operational Tests defined for this quotation is based on the number of check/test stations and the number of escapements and rotations.
h)	Only one variant has been considered for the stations.
i)	Special challenge parts (i.e. parts the machine should reject) will be supplied by the customer.
j)	The quotation includes one review of the pFMEA with the customer at Mikron for the duration of 1 day per module.

Quotation D0409032

Page 90 of 91

k)	For validation level 2 or 3, a risk analysis for moving the machine to the customer’s facility will be completed, including risks of shipping, packaging, and disconnecting sensors. This risk analysis of the machine’s shipment to the customer’s site defines which FAT tests should be repeated during SAT (it determines the contents of the SAT Protocol).
l)	As the quality acceptance criteria of the final assembly integrity are defined by the customer, time and costs for product quality sampling at the FAT and SAT stages is the customer’s responsibility and are not considered in the project schedule.
m)	For qualification of sub-systems (such as feeding systems), only the safety features (i.e. guards, doors and E-stop) and critical functions are included in the quotation (as defined by the pFMEA). The customer receives sub-supplier documentation specific to the systems.
n)	Mikron’s standard English validation templates will be used with Mikron’s standard level of detail. Sample documentation available upon request.
o)	The customer will receive the signed originals and test execution documentation.
p)	Standard Base Machine qualification documentation is Mikron confidential and is not distributed to customers, except for the HMI User Manual. Customers are welcome to review the documentation at the Mikron facility.
q)	The application-specific Source Code Review is performed internally by Mikron.
r)	Additional validation documentation, testing, translations, or activities that are outside the scope of the assumptions listed above can be provided. The changes to the scope could impact the project cost and delivery schedule.

Quotation D0409032

Page 91 of 91

EX-10.25

Exhibit 10.25

DEVELOPMENT AGREEMENT

This DEVELOPMENT AGREEMENT (the “Agreement”), dated as of this 14 day of December, 2009 is made by and between Unilife Cross Farm, LLC, a Delaware limited liability company (the “Owner”), and Keystone Redevelopment Group, LLC, a Pennsylvania limited liability company (“Developer”).

RECITALS:

A. Owner has purchased in fee simple certain property located at 250 Cross Farm Lane, York County, Pennsylvania (the “Property”), containing approximately 35 acres, as more particularly described on Exhibit A attached hereto.

B. Owner desires to develop the Property by constructing an approximately 170,000 square foot office, manufacturing, warehousing and distribution building with related improvements (the “Improvements”).

C. Owner desires to retain the Developer for the purpose of assisting in overseeing the design and construction of the Property (collectively, the “Project”), and the Developer has agreed to perform such duties, pursuant to the provisions of this Agreement.

D. Owner also desires to retain the Developer for the purpose of assisting in securing financing for the Project, and the Developer has agreed to perform such duties, pursuant to the provisions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Definitions

1.1 As used herein:

“Approved Plans” has the meaning set forth in Section 3.1(a) hereof.

“Certificate of Occupancy” means a certificate of occupancy issued by Conewago Township, York County, Pennsylvania, evidencing permission to commence general occupancy of the Improvements and compliance with applicable building codes.

“Commitments” has the meaning set forth in Section 3.2(b) hereof.

“Completion Date” means the date of actual completion of the Improvements, as certified by the architect or engineer in charge of the Project retained by the Owner.

“Construction Activities” means all of the various activities and duties of the Developer set forth in Section 3.1 hereof, including, but not limited to, those activities and duties enumerated in the various subsections of Section 3.1.

“Construction Contract” has the meaning set forth in Section 3.1(b) hereof.

“Consultants” has the meaning set forth in Section 3.1(a) hereof.

“Contractors” has the meaning set forth in Section 3.1(b) hereof.

“Development and Construction Budget” means the budget and completion schedule for the Project set forth as Exhibit B and more fully described in Section 3.1(a) hereof, as amended in accordance with terms hereof, from time to time.

“Development Fee” has the meaning set forth in Section 5.1 hereof.

“Factory Access” means the date that Owner has access to Improvements which have been completed sufficiently to allow commencement of the safe, secure installation of production equipment.

“Force Majeure” means (i) any material labor disputes, fire, damage, unusual delay in transportation, adverse weather conditions not reasonably anticipatable or other Acts of God; (ii) any Untimely Consent by Owner.

“Financing” has the meaning set forth in Section 3.2 hereof.

“Improvements” has the meaning set forth in the recitals hereto.

“Project” has the meaning set forth in the recitals hereto.

“Project Completion Cost” means the projected cost of completing the Project as set forth in the Development and Construction Budget.

“Project Financing” has the meaning set forth in Section 3.2(a) hereof.

“Project Schedule” means the Project Schedule set forth as Exhibit C and which is more fully described in Section 3.1(a) hereof and which shall be in final form and approved by Owner, as the same may thereafter be amended in accordance with the terms hereof.

“Project Team” has the meaning set forth in Section 2.3 hereof.

“Property” has the meaning set forth in the recitals hereto.

“Public Financing” has the meaning set forth in Section 3.2(a) hereof.

“Untimely Consent” means any consent or approval required of Owner under the terms hereof, in connection with any matter, which consent is given on an untimely basis; provided, however, that no Untimely Consent shall have occurred hereunder if the consent of all other parties required in connection with such matter (other than parties affiliated with or under common control with Owner) has not been given.

2

2. Appointment of Developer

2.1 The Owner hereby appoints the Developer, and the Developer hereby accepts such appointment, on the terms and conditions, and subject to the limitations, hereinafter set forth, as the developer of the Project for and on behalf of the Owner to assist Owner in its efforts to develop the Project and assist Owner in its efforts to complete the Improvements as hereinafter provided. The Developer recognizes that a relationship of trust and confidence is created by this Agreement and shall perform those services that are set forth herein, together with such services as are reasonably incidental thereto, so as to effect the timely, efficient, and economic development and operation of the Project.

2.2 The appointment of the Developer shall be for a term commencing on the date hereof and ending on the Completion Date or the earlier termination of this Agreement pursuant to Article 6.

2.3 Developer shall designate a development team comprised of its personnel (“Project Team”) to enable it to perform its duties hereunder. The Project Team is listed on Exhibit D hereto.

3. Duties of the Developer

3.1 The Developer shall assist Owner in its efforts to cause the Improvements to be completed in a timely manner in accordance with the requirements of the Project Schedule, the Development and Construction Budget, and the Approved Plans. The services that the Developer shall perform, or cause to be performed, include, but are not limited to, the following:

(a) (i) The Developer shall assist the Owner in the selection of, negotiation of contracts with, and review of the services of, all architects, engineers, designers and other experts and consultants (collectively, the “Consultants”) necessary for the provision of architectural, engineering, design and other services for the Project, including the preparation of detailed plans, specifications, completion schedules, budgets and drawings (herein, as approved in writing by the Owner called the “Approved Plans”).

(ii) The Approved Plans, the Development and Construction Budget (as defined herein) and the Project Schedule (as defined herein) shall each be approved in writing by Owner.

(iii) The Development and Construction Budget shall set forth in reasonable detail the steps necessary to accomplish the completion of the Project in accordance with the Approved Plans and shall set forth the overall Project Completion Cost. The Development and Construction Budget described in this Section 3.1(a) shall be referred to herein as the “Development and Construction Budget.” The Developer shall assist Owner in preparing the Development and Construction Budget and in creating a schedule to be approved in writing by the Owner, based upon the Approved Plans and the Development and Construction Budget, setting forth anticipated project milestones and the target Completion Date (the “Project Schedule”).

3

(b) The Developer shall assist the Owner in the selection of contractors (the “Contractors”) for the Project, and in the negotiation of maximum fixed price construction contracts as determined by Owner (the “Construction Contracts”) for the Project, and Developer shall assist the Owner in supervising and coordinating the services of the Contractors.

(c) The Developer shall assist Owner in its efforts to administer and use all reasonable efforts to enforce all obligations of the Contractors, the Consultants, and other contractors under their respective contracts and shall advise Owner of any non-compliance by these parties on a timely basis. Developer shall maintain appropriate records with respect thereto.

(d) The Developer shall monitor all development and construction work as it progresses, shall review the work of subcontractors and materialmen by the Contractors, the Consultants, testing agents, and other consultants and review their inspection reports, shall assist Owner in its efforts to expedite completion of the Project as economically and as efficiently as possible, but in conformity with the Approved Plans, the Construction Contract and other contract documents, the Development and Construction Budget, and the Project Schedule.

(e) The Developer shall assist Owner in its efforts to require the Contractors, or other relevant contractors, to correct any defects in the construction of the Project, or in the installation, quality, or operation of any items, equipment, or fixtures therein.

(f) The Developer shall hold periodic meetings not less frequently than once every two weeks, with the Owner and any of its respective representatives, to review the progress of development and completion of the Project.

(g) The Developer shall consult with the Consultants and the Contractors and, in connection therewith, shall review conceptual designs and plans and specifications during development, and, after consultation with Owner, advise on site use and improvements, and provide recommendations on relative construction feasibility and factors relating to cost, all for the purpose of assisting Owner in its efforts to keep the progress of the development of the Project within the costs and timetable established by the Development and Construction Budget and the Project Schedule and for the purpose of assisting Owner in its efforts to obtain and maintain the quality of the construction of the Project established by the Approved Plans.

(h) The Developer shall use reasonable efforts to (singly, or with the assistance of the Consultants or the Contractors) assist the Owner in its efforts to obtain all necessary approvals, licenses, permits, certificates, and authorizations from all governmental authorities having jurisdiction over the Project in connection with the development and the completion and occupancy of the Project; and, Owner shall cooperate with Developer in connection with any necessary requirements applicable to Owner and related to obtaining such items.

4

(i) The Developer shall, in conjunction with the Consultants and the Contractors, obtain and provide the Owner with information in connection with any potential or anticipated Force Majeure and any proposed change, revision, supplementation, or updating of the Approved Plans, Development and Construction Budget, or Project Schedule. Such information shall, among other things, include updating estimates of the cost of development and timing of the completion of the Project, including a trade payment breakdown, and shall indicate, on a cash basis, the anticipated sources of funds to finance such development and completion and the anticipated dates when such funds will be required. Any and all change orders, regardless whether or not resulting from any such proposed revisions, shall only be effective with the written approval of the Owner.

(j) The Developer shall prepare and update, or assist the Owner in preparing and updating, cash flow projections and capital and income and expense budgets for the Project, which shall include proposed revisions and updates if reasonably necessary. All capital and income and expense budgets and all cash flow projects, together with all revisions and updates thereto, shall be subject to the written approval of Owner.

(k) The Developer shall promptly advise the Owner, of any known delays or anticipated delays in meeting the Project Schedule or the Development and Construction Budget and the reasons therefore.

(l) The Developer shall consult with the Owner regarding recommended insurance coverages and the terms of any policies. Owner shall procure and maintain in effect, or cause to be procured and maintained in effect, at all times during the course of construction, on behalf of the Owner and any lender, worker’s compensation insurance, comprehensive general liability insurance in all risk form, property damage insurance, and fire and extended coverage insurance carried in builder’s risk form on a completed value basis, all of which insurance shall be effected under valid and enforceable policies, from such insurers, in such forms, and in such amounts as shall be approved by the Owner, naming Developer as an additional insured. The Developer shall also assist the Owner in its attempts to require the Consultants and the Contractors to carry errors and omissions coverage acceptable to the Owner in addition to such Builder’s Risk all risk coverages required, naming Developer as an additional insured.

(m) The Developer shall promptly notify the Owner of any suit, proceeding, or other action commenced or taken against or threatened all or any portion of the Project or against the Owner of the Developer which may in any way be related to the Project or any portion thereof.

3.2 The Developer shall assist the Owner in its efforts to place Eighteen Million Dollars ($18,000,000) in financing, on terms and conditions satisfactory to Owner, for the Project (the “Financing”).

(a) The Developer shall assist Owner in its efforts to locate the Financing from commercial banks and other lending institutions (“Project Financing”) and/or from the Commonwealth of Pennsylvania in a manner more particularly described in that certain letter from the Department of Community and Economic Development to Owner dated October 16, 2009 (“Public Financing”).

(b) The Developer shall assist Owner in its efforts to deliver to Owner commitments for the Financing (the “Commitments”) on or before December 31, 2009.

5

(c) The amount of the Financing may be amended with the written consent of the parties; such consent shall not be unreasonably withheld where the reason for such amendment is to reflect actual or projected deviations from the projected costs associated with developing the Property and building the Facility and any and all activities associated therewith and such amendment will not materially impact the dates of Factory Access or issuance of a Certificate of Occupancy.

3.3 The Developer shall use reasonable efforts to accomplish the completion of the Project in accordance with the Approved Plans and at a cost within the Development and Construction Budget on or before the dates set forth in the Project Schedule.

3.4 Neither party shall be liable for damages or have the right to terminate this Agreement for any delay or default to the extent caused by an event of Force Majeure. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost because of the event of Force Majeure. Notwithstanding the foregoing, Owner may terminate this Agreement without any further obligation to Developer if the Commitments are not received on or before December 31, 2009, provided however, to the extent negotiations with a specific lender began prior to December 31, 2009, are actively and continuously occurring with the consent and participation of Owner, then such date shall be extended during the period of such active and continuous negotiation and Owner’s right to terminate shall expire if Commitments are received as a result of such active and continuous negotiation.

4. Limitations on the Developer’s Authority

Notwithstanding anything to the contrary contained in this Agreement:

4.1 No sum shall be expended by Developer which causes an overrun of any cost category set forth in the Development and Construction Budget unless the same has been approved in advance in writing by the Owner.

4.2 No contract, instrument, or document relating to the Project, and no modifications or amendment thereof, shall be entered into by the Developer unless approved in writing by the Owner.

4.3 No change order or any change to the: (a) Approved Plans, (b) Project Schedule, (c) Projected Completion Cost, (d) Development and Construction Budget, (e) Construction Contract, or (f) Project Schedule shall occur or be made without the prior written consent of Owner.

4.4 The Developer shall not exceed the scope of its authority under this Agreement.

5. Compensation

5.1 As payment for its services hereunder, the Developer shall be paid by Owner, an amount equal to Seven Hundred Fifty Four Thousand Dollars ($754,000) (the “Development Fee”). The Development Fee shall be subdivided into four components, which shall be payable as follows:

(a) Fifty Thousand Dollars ($50,000) shall be paid upon the execution of this Agreement (the “Initial Payment”).

6

(b) An amount equal to one third (1/3) of the Development Fee less the Initial Payment shall be paid in six (6) equal monthly installments, on the first day of every month, during the period beginning on January 1, 2010, and running through the projected date of Factory Access, June 1, 2010 (the “Progress Payments”).

(i) In the event that the actual date of Factory Access occurs before June 1, 2010, the remaining Progress Payments shall be accelerated and payable within thirty (30) days of the actual date of Factory Access.

(ii) In no event shall the Progress Payments continue beyond June 1, 2010, even if the actual date of Factory Access occurs thereafter.

(c) An amount equal to one third (1/3) of the Development Fee less the Initial Payment shall be paid on the date of Factory Access.

(d) The balance of the Development Fee shall be paid upon the issuance of the Certificate of Occupancy.

5.2 The Development Fee is intended to cover and the Owner shall have no obligation to reimburse Developer for, among other things, (i) any administrative costs, overhead, profit, or indirect costs of the Developer, (ii) salaries of personnel of the Developer, and (iii) any other costs or expenses incurred by Developer in the performance of its obligations hereunder; and no payment or other value, other than the Development Fee, shall be paid or provided by the Owner to the Developer in connection herewith except expenses expressly reimbursable by Owner in accordance with the terms hereof, except as provided for elsewhere in this Agreement.

5.3 Notwithstanding anything for the contrary contained herein, nothing in this Agreement shall obligate or require Developer or any party related to Developer to sign any contract including any contract relating to the Financing such as a loan, note, mortgage or guarantee.

6. Term

6.1 Subject to the terms hereof, the term of this Agreement shall commence as of the date hereof and shall terminate, unless extended or renewed in writing in accordance with Section 9.2 hereof, on the date of the issuance of the Certificate of Occupancy.

6.2 Owner may terminate this Agreement on December 31, 2009 if Developer has not delivered the Commitments to Owner pursuant to Developer’s duties under Section 3.2 hereof (subject to extension as set forth in Section 3.4). If this Agreement is terminated for any reason, Developer shall retain the Initial Payment.

7

7. Limitation of Liability; Indemnification

7.1 The Developer shall not be liable to the Owner on account of the acts (whether negligent or otherwise), omissions, errors or breaches of contract by the Contractors or subcontractor or materialmen, the Consultants and any other professionals or consultants engaged on the Project.

7.2 Owner shall indemnify, defend, and hold the Developer harmless from and against any liability, damages, costs, claims and expenses (including reasonable attorney’s fees) brought by any third parties (excluding the Owner and its affiliates) arising out of the Developer’s performance of this Agreement, except to the extent such liability, damages, costs, claims, and expenses arise as a result of Developer’s gross negligence, willful misconduct or intentionally tortious conduct.

7.3 Notwithstanding anything to the contrary contained herein, Owner’s sole and exclusive remedy against Developer for any breach of this Agreement by Developer or non-performance by Developer under this Agreement shall be to withhold the payments under Section 5.1(c), if Factory Access is not achieved because of such breach or nonperformance or to withhold payments under Section 5.1(d), if the Certificate of Occupancy is not achieved because of such breach or nonperformance. Otherwise, Developer shall have no liability to Owner under this Agreement.

8. Access

8.1 The Owner, shall during reasonable business hours at any time and from time to time during the term of this Agreement, have access to, and be permitted to inspect and copy, all records, financial statements, receipts, vouchers, and documents which are in the possession and control of the Developer relating to the development and the completion of the Project.

9. General Provisions

9.1 All notices or other communications which are required or permitted hereunder (collectively, “notices”) shall be in writing and shall be deemed sufficiently given if telescoped with confirmation from the sending machine of satisfactory receipt by the receiving machine, delivered personally, or sent by registered or certified mail, postage prepaid, to the party for whom intended, addressed as follows:

if to Owner:

Unilife Cross Farm, LLC
c/o Unilife Corporation
633 Lowther Road
Lewisberry, PA 17339
Telecopy: 717-932-9110

8

if to Developer:

Robert L. Ventresca
Keystone Redevelopment Group, LLC
242 Wood Street
Doylestown, PA 18901
Telecopy: 215-348-7532

or, as to either party, to such other person or address or number as such party may specify in a notice duly given to the other party as provided herein. All notices shall be deemed to have been given as of the date received if personally delivered, on the time of completion of the telecopy transmission, or three days after the date mailed.

9.2 This Agreement constitutes the entire Agreement between the Parties with respect to the subject matter hereof. No extension, renewal, waiver, or modification of the terms hereof shall be valid unless in writing signed by the party to be charged and only to the extent therein set forth.

9.3 This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

9.4 All questions with respect to the construction of this Agreement and the rights and liabilities of the parties shall be determined in accordance with the applicable provisions of the laws of the Commonwealth of Pennsylvania, without regard to its conflicts of laws provisions.

9.5 If any term, covenant, or condition of this Agreement, shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement shall not be affected thereby and each term, covenant, and condition of this Agreement shall be separately valid and enforceable to the fullest extent permitted by law.

9.6 All rights, privileges, and remedies afforded to the parties by this Agreement shall be cumulative and not exclusive, and the exercise of any one of such remedies shall not be deemed to be a waiver of any other rights, remedies, or privileges provided for herein or available at law or in equity.

9.7 The failure of either party to seek redress for violation, or to insist upon the strict performance, of any covenant, agreement, provision or condition of this Agreement shall not constitute a waiver thereof and such party shall have all remedies provided for herein or by applicable law with respect to the same or any subsequent act or omission which constitutes such violation or non-performance.

9.8 The captions appearing in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope and intent of this Agreement or any of the provisions hereof.

9.9 No consent, authorization, approval, waiver, or similar action of Owner hereunder shall be valid unless provided to Developer in a writing executed by the Owner.

9

9.10 This Agreement will be deemed to have been made and delivered in Pennsylvania and each of the undersigned hereby (i) agrees that any suit, action or proceeding arising out of or relating to this Agreement shall be instituted exclusively in Courts of Common Pleas or in the United States District Court located in the Commonwealth of Pennsylvania, and (ii) irrevocably consents to the jurisdiction of the Courts of Common Pleas and the United States District Courts of Pennsylvania in any such suit, action or proceeding.

IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties hereto have duly executed this Agreement as of the day and year first above written.

Keystone Redevelopment Group, LLC			Unilife Cross Farm, LLC
By:	/s/ Robert L. Ventresca		By:	/s/ Alan Shortall
	Printed Name:	Robert L. Ventresca		Printed Name:	Alan Shortall
	Title:	Manager		Title:	CEO

10

List of Exhibits

Exhibit A	“Property”
Exhibit B	Development and Construction Budget
Exhibit C	Project Schedule
Exhibit D	Project Team

Exhibits-1

Exhibit A

Property

Exhibits-2

EXHIBIT A

LEGAL DESCRIPTION
FOR
GREENSPRING PARTNERS, LP

All that certain tract of land situate in the Township of Conewago, County of York, Commonwealth of Pennsylvania, being a portion of lands now or formerly owned by Dale R. and Phyllis L Clymer, by Deed Book 82M, Page 764, being known as Lot 1A as shown on a Subdivision Plan, recorded at the Office; of the Recorder of Deeds for York County, Commonwealth of Pennsylvania, in Deed Book 1792, Page 6035, prepared by First Capital Engineering, drawing number 12135SD00, for Greenspring Partners, LP, said tract being more fully bounded and described as follows to wit:

BEGINNING at a point in the centerline of Susquehanna Trail (Township Road T-956) having a legal right-of-way of eighty and zero hundredths feet (80.00 Ft.), said point being the intersection of the centerline of Susquehanna Trail (T-956) and the centerline of Cross Farm Lane [to be constructed and to have a right-of-way of sixty and zero hundredths feet (60.00 Ft.)];

THENCE by the centerline of Susquehanna Trail (T-956) and on a curve to the loft having s radius of one-thousand, four-hundred thirty-eight and thirteen hundredths feel (1,438.13 Ft.), an arc length of one and thirty-six hundredths feet (1.36 Ft.), a chord bearing of South one degree, twenty-two minutes, and twenty-one seconds West (S 01° 22’ 21” W), and a chord length of one and thirty-six hundredths feet (1.36 Ft) to a point;

THENCE continuing by the centerline of Susquehanna Trail (T-9 56) South zero degress, forty-four minutes, and fifty-two seconds West (S 00° 44’ 52” W), eighty-seven and seventy-four hundredths feet (87.74 Ft.) to a point;

THENCE leaving Susquehanna Trail (T-956) in a westerly direction along lands now or formerly belonging to Richard C. and Patty L. Knisely North eighty-eight degrees, twenty-four minutes, and fifteen seconds West (N 88° 24’ 15” W), four-hundred two and forty-two hundredths feet (402.42 Ft.) to a concrete monument;

THENCE continuing by the Knisely property on a southwestern course of South twenty-five degrees, fifty-eight minutes, and six seconds West (S 25° 58’ 06” W), one-hundred sixty-seven and seventy-four hundredths feel (167.74 Ft.) to a concrete monument being the common corner of the aforesaid Knisely lands and property now or formerly belonging to Gerald R. Horst;

THENCE along the Horst properly the following three (3) courses and distances:

1. South twenty-six degrees, two minutes, and twenty-eight seconds West (S 26° 02’ 28” W), one-thousand, seven-hundred twelve and fifty-nine hundredths feet (1,712.59 Ft.) to a concrete monument;

2. North fifty-five degrees, fifteen minutes, and thirty-eight seconds West (N 55° 15’ 38” W), three-hundred sixteen and eighty-four hundredths feet (316.84 Ft.) to a concrete monument; and

3. South thirty-five degrees, twenty-nine minutes, and fifty-two seconds West (S 35° 29’ 52” W), four-hundred twenty-five and nine hundredths feet (425.09 Ft.) to a concrete monument at the common comer of lands of the aforementioned Gerald R. Horst and lands now or formerly belonging to Wellington Investment Group LLC;

THENCE in a northwesterly direction along the property of Wellington Investment Group LLC and lands now or formerly belonging to Scott T. and Tracey Heiland North thirty-three degrees, twenty-five minutes, and forty-three seconds West (N 33° 25’ 43” W), six-hundred twenty and fifty-one hundredths feet (520.51 Ft.) to a concrete monument being a common corner of lands now or formerly of the aforesaid Heiland property and lands of Dale R. and Phyllis L. Clymer;

THENCE along the property of Dale R. and Phyllis L. Clymer the next two (2) courses and distances:

1. North eighteen degrees, six minutes, and thirty-four seconds West (N 18° 06’ 34” W), four-hundred eighty-eight and zero hundredths feet (488.00 Ft.) to a concrete monument; and

2. North twelve degrees, twelve minutes, and forty-eight seconds Hast (N 12° 12’ 48” E), two-hundred seven and ninety-four hundredths feet (207.94 Ft.) to a point on the centerline of the aforementioned proposed Cross Farm Lane;

THENCE by the centerline of the proposed Cross Farm Lane the following five (5) courses and distances:

1. South seventy-seven degrees, forty-seven minutes, and twelve seconds East (S 77° 47’ 12” E), one-hundred twenty-one and seventy-right hundredths feet (121.78 Ft.) to a point;

2. On a curve to the left having a radius of two-hundred and zero hundredths feet (200.00 Ft.), an arc length of one-hundred forty-one and ninety-nine hundredths feet (141.99 Ft.), a chord bearing of North eighty-one degrees, fifty-two minutes, and thirty-one seconds East (N 81° 52’ 31” E), and a chord length of one-hundred thirty-nine and two hundredths feet (139.02 Ft.) to a point;

3. North sixty-one degrees, thirty-two minutes, and fourteen seconds East (N 61° 32’ 14” E) one-thousand, four-hundred ninety-two and fifty-eight hundredths feet (1,492.58 Ft.) to a point.

4. On a curve to the right having a radius of four-hundred fifty and zero hundredths feet (450.00 Ft.), an arc length of two-hundred thirty-six and seventy-two hundredths feet (236.72 Ft.), a chord bearing of North seventy-six degrees, thirty-six minutes, and twenty-six seconds East (N 76° 36’ 26” E), and a chord length of two-hundred thirty-four and zero hundredths feet (234.00 Ft.) to a point; and

5. South eighty-eight degrees, nineteen minutes, and twenty-one seconds East (S 88° 19’ 21” E), three-hundred eighty-nine and nineteen hundredths feet (389.19 Ft.) to the POINT OF BEGINNING.

Excepting and reserving to Metropolitan Edison a right-of-way easement of two-hundred and zero hundredths feet (200.00 Ft.) in width as described in Deed Book 57-I, Page 348. Also excepting and reserving to Edison Light and Power Company two (2) right-of-way easements, one of twelve and zero hundredths feet (12.00 Ft.) in width as described in Deed Book 30-W, Page 149 (in favor of Parcel 103G), and the other of twenty and zero hundredths feet (20.00 Ft.) in width as described in Deed Book 33-B, Page 180

CONTAINING:	38.155 acres (Gross)
	36.417 acres (Net)

Exhibit B

Development and Construction Budget

Construction Cost
Site Improvements		1,000,000
Production Building Shell		3,250,000
Production Fit-out		9,130,000
Office Building Shell		5,440,000
Office Building Fit-out		1,480,000
Central Plant		1,300,000
Total Construction Cost	$	21,600,000
Land Cost	$	2,034,791
Architectural and Engineering Cost	$	1,500,000
Total Development and Construction Budget	$	25,134,791

Exhibits-3

Exhibit C

Project Schedule

Exhibits-4

EXHIBIT C

Orignal duration start Nov Dec Jan Feb Mar Apr May Jun Ju| Aug Jan Feo Site Development/ Permits 38 26-Oct-09 A 1S-Jan-10 18-Jan-10, Site Development/Permits NPDES Permit Transfer 5 26-Oct-09 A ~ 06-Nov-09A’ NPDES Permit Transfer Geotec Borings 5 26-Oct-09 A 30-Oct-09 A Geotec Borings NPDES Meeting 1 09-Nov-Q9 A D9-Nov-09 A NPDES Meeting Unilife Land Settlement 0 23-Nov-09 A * Unilife Land Settlement Foundation Permit Production Facility 10 01-Dec-09* 14-Dec-09 Foundation Permit Production Facility I Final Permit 20 21-Dec-09 18-Jan-10 Foundation Permit Production Facility esign 54 16-Oct-09A 08~Jan-10 08-Jan-10, Design Complete Civil Design 0 16-Oct-09 A ‘ oete Civil Division Issue BOD 0 02-NOV-09 A Issue BOD Issue BOD Estimate 5 03-Nov-09 A 03-Nov-09 A issue BOD Estimate Bid Docs Structural Steel/Foundation/Tilt Up 0 06-Nov-09 A Bid Docs Structural Steel/Foundation/Tilt Up Design Issued for Structurual Permit Drawings 0 06-Nov-09 A Issued for Structural Permit Drawings Value Engineering / Value Management Sess 5 16-Nov-09 A 20-Nov-09 A + Value Engineering / Value Management Sessions Complete Clean Room Design 0 19-Nov-09 A * Complete Clean Room Design Complete Underground Plumbing Design 0 30-Nov-09* * Complete Underground Plumbing Design Issue Mech / Electrical Equipment Design 0 04-Dec-09* * lssue Mech / Electrical Equipment Design Complete Steel Design — Office Building 0 11-Dec-09* * Complete Steel Design -Office Building Issue Final Permit / Construction Drawings 0 21 -Dec-09* * Issue Final Permit / Construction Drawings Complete MEP Design 0 21-Dec-09* * Complete MEP Design Issue Office Shell Package 0 21-Dec-09* * Issue Office Shell Package Issue Office Fitout Package 0 08-Jan-10’ Issue Office Fitout Package Procurement 79 19-Oct-09A 15-Feb-10 l5-Feb-10, Procurement Bid/Buy Sitework 6 19-Oct-09A 30-Oct-09 A D Buy Sitework Bid/Buy Structural Steel 15 16-NOV-09 A 25-Nov-09 Bid/Buy Structural Steel Bid/Buy Tilt Up/Concrete 15  _____  16-Nov-09A 25-Nov-09 Bid/Buy Tilt Up/Concrete Bid/Buy Underground Plumbing 15 30-Nov-Q9 21-Dec-09 Bid/Buy Underground Plumbing Bid/Buy Clean Rooms 0 04-Dec-09* Bid/Buy Clean Rooms Bid/Buy Mech Electrical Equipment Packages | 15|o4-Dec-09 |25-Dec-09 — Bid/Buy Mech Electrical Equipment Packages EAST\42797581.1 Remaining Level of Print Date: Unilife Medical Solutions Pa 9 e work Remaining Data Date: New World Headquarters Mtiestone Project Milestone Schedule Update 11/24/09 builders & CONSTRUCTION MANAGERS

Durat ‘ on Nov | Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Bid/Buy Elevators 20 21-Dec-09 18-Jan-10 Bid/Buy Elevators | Bid/Buy Mechanical / Plumbing 20 21-Dec-09 18-Jan-10 Bid/Buy Mechanical / Plumbing Bid/Buy Electrical 20 21-Dec-09 18-Jan-10 Bid/Buy Electrical Bid/Buy Office Shell 20 22-Dec-09 18-Jan-10 Bid/Buy Office Shell I Bid/’Buy Interiors 20 19-Jan-1Q 15-Feb-10 Bid/Buy Interiors Submittals 97 09-Nov-09A 12-Apr-10 12-Apr-10, Submittals Submit/Approve Sitework 20 09-Nov-09A 11-Dec-09 =3=1 Submit/Approve Sitework Submit/Approve Structural Steel 26-Nov-09 23 — Dec -0 9 Submit/Approve Structural Steel — Manufacturing Building SubrnitfApprove Tilt Up/Concrete 15 26-Nov-09 16-Dec-09 Submit/Approve Tilt Up/Concrete Submit/Approve Clean Rooms 20 04-Dec-09 01-Jan-10 Submit/Approve Clean Rooms Submit/Approve Structural Steel — Office 20 11-Dec-09 08-Jan-10 Submit/Approve Structural Steel - Office Building Building Submit/Approve Underground Plumbing 15 21-Dec-09 11-Jan-10 Submit/Approve Underground Plumbing Submit/Approve Mechanical Long Lead Equip 20 25-Dec-09 22-Jan-10 Submit/Approve Mechanical Long Lead Equip | Submit/Approve Elevators 20 18-Jan-10 15-Feb-10 SubmitfApprove Elevators Submit/Approve Mechanical/ Plumbing 40 19-Jan-10 15-Mar-t0 Submit/Approve Mechanical/Plumbing Submit/Approve Electrical 40 19-Jan-10 15-Mar-10 Submit/Approve Electrical Submit/Approve Office Shell 30 19-Jan-10 01-Mar-10 Submit/Approval Office Shell | SubmityApprove Switchgear 15 19-Jan-10 08-Feb-10 Submit/Approval Switchgear Submit/Approve interiors 40 16-Feb-l0 12-Apr-10 Submit/Approval Interiors Fabrication 99 24-Dec-09 17-May-10 17-May-10, Fabrication Fab/Dei Structural Steel — Manufacturing 35 24-Dec-09 10-Feb-10 Fab/De| structura| stee| Manufacturing Bui[ding Building Fab/Del Clean Rooms 50 01-Jan-IO 12-Mar-lO Fab/Del Clean Rooms Fab/Del Structural Steel — Office Building 35 Q8-Jan-10 26-Feb-10 Fab/Del Structure Steel — Office Building Fab/Del Underground Plumbing 10 11-Jan-10 25-Jan-10 Fab/Del Fab/Del Underground Plumbing Fab/De! Mechanical Long Lead Equipment 50 22-Jan-10 02-Apr-10 Fab/Del Mechanical Long Lead Equipment Fab/Del Mechanical/Plumbing Pipe / Duct 30 09-Feb-10 22-Mar-10 Fab/Del Fab/Del Mechanical/Plumbing /Duct I Fab/Del Electrical 25 09-Feb-1Q 15-Mar-10 Fab/Del Electrical Fab/Del Switchgear 70 09-Feb-10 17-May-10 Fab/Del Switchgear Fab/Del Elevators 50 15-Feb-10 26-Apr-10 Fab/Dei Elevators EASTA42797581.1 Remaining Level of Print Date: Unilife Medical Solutions Pa9 e Work Remaining Data Date: New World Headquarters Milestone Project Milestone Schedule Update 11/24/09 builders & CONSTRUCTION MANAGERS

Activity Name Original Start Finish 2010 2011 Duratior Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Fab/Del Office Shell 40 02-Mar-10 26-Apr-10 Fab/Del Off ce Shell Fab/De! Interiors 3016-Mar-10 26-Apr-10 Fab/Dei Interior Construction 266 16~Nov-09A 15-Dec-10 15-Dec-10, Construction Sitework 60 16-Nov-09 A 22-Jan-10 Sitework Building Shell — Manufacturing 100 14-Dec-09 06-May-10 06-May-10, Building Shell - Manufacturing Excavation 10 14-Dec-09* 25-Dec-09 Excavation I Perimeter footings 10 21-Dec-09 01-Jan-10 Perimeter Footings Stone 8 04-Jan-10 13-Jan-10 Stone Laser Screen Pours 8 11-Jan-10 20-Jan-lO Laser Screen Pours Pour Panels 1721-Jan-10 12-Feb-10 PourPanels Interior columns 12 11-Feb-10 26-Feb-10 Interior columns I Interior Steel 20 23-Feb-10 22-Mar-10 Interior Steel Lift Panels 8 11-Mar-10 22-Mar-10 Lift Panels Perimeter Steel 10 12-MaMO 25-Mar-10 Perimeter Steel Deck 15 12-Mar-10 01-Apr-10 Deck I Caulking / Painting 25 23-Mar-10 26-Apr-1Q Caulking / Painting I Underslab Plumbing 20 25-Mar-10 21-Apr-10 Underslab Plumbing Roofing 30 26-Mar-10 06-May-10 Roofing Interior pour strips, dock pits, and bollards 15 08-Apr-10 28-Apr-10 Interior pour strips, dock pits, and bollards Central Utility Plant 73 02-Apr-10 15-Jul-10 15-Jul-10, Central Utility Plant Underslab Plumbing 10 02-Apr-10 15-Apr-10 Underslab Plumbing Overhead Piping 35 16-Apr-10 03-Jun-10 Overhead Piping Overhead Electrical 35 16-Apr-10 03-Jun-10 Overhead Electrical Receive and Set Equipment 20 14-May-10 10-Jun-10 Receive and Set Equipment I Final Connections to Equipment 15 11-Jun-10 01-Jul-10 Fine Connections to Equipment Start Up Testing 10 02-Jul-10 15-Jul-10 Start Up Testing Building Shell — Office 135 04-Jan-10 16-Jul-10 16-Ju!-10, Building Shell-Office Offce Building Foundations 30 04-Jan-1Q 12-Feb-1Q Office Building Foundations Office Structure 40 26-Feb-10 23-Ap-10 Office Structure Office Building Shell 60 23-Apr-10 16-Jul-10 Office Building Shell Interior Fitout 191 12-Mlar-10 15-Dec- 15-Dec-10, 10 | “ Interior EAST\42797581.1 Remsininq Level of Print Date: UniUfe Medical Solutions Pa 9 e BiK Actual Work 24 “ Nov -0 9 Work Remaining Data Date: New World Headquarters Critical Remaining 23-Nov-09 Milestone Project Milestone Schedule Update 11/24/09 builders & CONSTRUCTION MANAGERS

Activity Name Original Start Finish 2010 2011 Duration Nov | Dec | Jan | Feb | Mar | Apr May Jun Jul Aug sep Oct Nov Dec Jan Feb · Clean Room Fit Out 90 12-Mar-IO 16-Jul 10 Clean Room Fit Out I Overhead Infrastructure 52 09-Apr-10 21-Jun-10 overhead Infrastructure Support Areas/ GMP Warehouse Fitout 117 07-May-10 13-Oct-10 Support Areas / GMP Office/Admin Area Fitout 118 02-Jul-10 15-Dec-10 Office/Admin I Certificate of Occupancy Manufacturing 0 18-0ct-10 Certificate of... Certificate of Occupancy Office 0 15-Dec-10 * Certificate of | Commissioning 30 14-Sep-10 |25-Oct-10 Commissionin Equipment Relocation to Clean Rooms 10 18-Oct-1 0 |29-Oct-10 Equipment Relocation Validation 45 26-Oct-10 27-Dec-10 Validation Personnel Relocation to New Office Building 10 15-Dec-10 |29-Dec-10 Personnel EAST\42797581.1 Remainino. Level of Print Date: Unilife Medical Solutions Page Work Remaining Data Date: New World Headquarters Milestone Project Milestone Schedule Update 11/24/09 builders & CONSTRUCTION MANAGERS

Exhibit D

Project Team

Robert L. Ventresca
Robert G. Loughery
Gregory A. Ventresca
Charles A. Artillio
Jorden P. “Pete” Krauss

Such other person as designated by Developer from time to time.

EX-10.30

Exhibit 10.30

November 12, 2008

Daniel Calvert
[residential address and email omitted]

Re: Unilife Offer of Employment

Dear Dan:

On behalf of Unilife Medical Solutions, LTD. (“Unilife”) and Unilife’s Chief Executive Officer, Mr. Alan (“Alan”) D. Shortall, I am very pleased to extend a formal offer to you regarding the position of Unilife’s Chief Financial Officer.

Your breadth of knowledge and experience as Chief Financial Officer with a variety of organizations and your management style, which is a perfect fit for the empowering culture we are building, will add immeasurably to Unilife’s success during our projected rapid growth and industrialization of our patented safety syringes.

EFFECTIVE DATE OF EMPLOYMENT:

The formal effective date of this position is December 1, 2008 (or earlier if possible), and if you accept this offer to become the Chief Financial Officer, you will begin as an exempt employee on that day reporting directly to Alan.

SALARY:

Your annual salary for the remainder of the calendar year 2008, and for the entire calendar year 2009, will be US$160,000.00 per year.

INCENTIVE BONUS PLAN:

As a senior executive you will be eligible to participate in Unilife’s Incentive Bonus Plan in amounts and percentages as determined by Unilife’s Board of Directors. For the calendar years ending December 31, 2008, and 2009, the potential cash bonus amount will be forty percent (40%) of base salary. Hence, on a pro rata basis for the calendar year ending December 31, 2008, recognizing your one month period of employment, you will be eligible for a cash bonus of 3.33% of base salary to be paid in June, 2009. This bonus is discretionary and subject to achievement of such goals and objectives as the Chief Executive Officer, in his sole discretion, determines in a set of Key Performance Indicators (“KPI’s”). For the calendar year ending December 31, 2009 you will be eligible for the full potential cash bonus of forty percent (40%) of base salary.

Unilife Medical Solutions Limited

Your salary and any bonuses will be subject to the customary withholding and employment taxes as required by law with respect to compensation paid by an employer to an employee, including the requirement that you provide Unilife sufficient cash to satisfy Unilife’s withholding obligations with respect to any stock you receive.

Bonuses, if any are earned, are paid twice per year on June 30th and on December 31st.

INCENTIVE STOCK OPTIONS:

As Chief Financial Officer, you will participate in Unilife’s Incentive Stock Option Plan. Subject to the Board of Directors’ approval, and in compliance with applicable state and federal securities laws, upon commencement of employment, you will be granted Options to purchase 1,500,000 shares of Unilife common stock. Assuming you commence employment on December 1, 2008, the exercise price per share of all Incentive Stock Options granted, as set forth in this letter, will be set at Australian Thirty-Three Cents (A$0.33) per share, the current fair market value of the Company’s common stock.

The Incentive Stock Options are subject to a three (3) year vesting schedule, which is as follows:

Upon joining Unilife, 500,000 Incentive Stock Options will vest immediately. At the end of one (1) full year of employment 500,000 Incentive Stock Options will vest. At the end of your second full year of employment 500,000 Incentive Stock Options will vest. Incentive Stock Options are exercisable until June 30, 2012. A copy of the Incentive Stock Option Plan will be sent to you under separate cover.

Based upon your individual performance, under the Incentive Stock Option Plan, you may also qualify for additional grants of options to acquire Unilife common stock, subject to determination by the Board of Directors.

Unilife agrees to define a change of control as more than thirty-three percent (33%) of the then outstanding common stock becoming owned by a single entity. In such a change of control situation, all outstanding unvested Incentive Stock Options would immediately become fully vested, if there is a change in your position and/or responsibilities with Unilife.

Unilife Medical Solutions Limited – 2

RELOCATION EXPENSES:

When appropriate and subject to prior approval, you will be reimbursed for all reasonable relocation expenses, house-hunting trips for you and your wife, moving and other out of pocket expenses (other than home decorating expenses, differences in mortgage rates, differences in costs of comparable housing, etc.), closing costs and fees, including up to 1.5 mortgage points. Unilife will also reimburse you for temporary living expenses, not to exceed six (6) months, during the relocation period. Recognizing current state and federal income tax laws you will also be reimbursed on a “gross-up” for the income tax effect of reimbursed relocation expenses.

Unilife has nearby executive apartments leased for relocating executives. If you wish to reside in one of these apartments while house-hunting, please notify me so that arrangements can be made.

OTHER BENEFITS:

You and your family will be eligible for the health and dental benefits provided by Unilife, subject to the plan provisions. Unilife currently utilizes Health Assurance as its provider of health and dental coverage. Copies of the plans will be provided under separate cover. As we discussed, since these plans contain a 90 day waiting period post-hire, we will ask you to COBRA your current coverage and will reimburse you at cost (and “gross up” for tax purposes).

As Chief Financial Officer, you will be entitled to four (4) weeks of paid vacation per year with no carry-over for unused vacation days or payment in lieu thereof.

INDEMNIFICATION:

Unilife agrees to provide you with indemnification equivalent to that provided to other senior management and pursuant to Unilife’s Directors and Officers insurance policies as in place from time to time.

CONFIDENTIALITY AGREEMENT, ETC.:

Your employment, pursuant to this offer, is contingent upon the successful completion of a background check (copy of background check from current employer’s auditor), your execution of Unilife’s standard employee Confidential Information and Invention Assignment Agreement (which will be provided to you) and completion of U.S. Department of Justice Form I-9 (which verifies your employment eligibility). You should also be aware that your employment with Unilife is considered to be “at will.” This means that Unilife has the right to terminate your employment at any time, with or without cause. As you know, this is standard practice in the United States and is not a reflection on your skills and ability, in which we have full confidence.

Unilife Medical Solutions Limited – 3

In the event you are terminated, other than for cause or inability to perform your duties, you will receive severance compensation totaling six (6) months of base salary. As a condition of receiving severance compensation, you would be required to execute a general release of claims against Unilife and its officers, directors, agents and shareholders. Such general release would not include rights to vested options or claims for any compensation earned (including, without limitation, accrued vacation), or reimbursement of expenses incurred, through the date of termination.

“Cause” will mean termination of your employment for any one or more of the following:

(i) habitual material neglect of your assigned duties (other than by reason of disability) or habitual intentional refusal to perform your assigned duties (other than by reason of disability) which continues uncured for 30 days following receipt of written notice of such deficiency or “cause” event from the Chief Executive Officer, specifying in detail the scope and nature of the deficiency or the “cause” event; (ii) an act of dishonesty intended to result in your gain or personal enrichment or that of anyone associated with you; (iii) engaging in illegal conduct which causes material harm to Unilife, its reputation or that of its affiliates; (iv) committing a crime directly relating to an act of dishonesty or fraud against or a misappropriation of property belonging to Unilife or its affiliates; (v) engaging in any act of moral turpitude that causes material harm to Unilife or its reputation; (vi) intentionally breaching, in any material respect, the terms of any agreement with Unilife; or (vii) commencement of employment with any other employer while an employee of Unilife without the prior written consent of the Chief Executive Officer. Any determination of “Cause” as used herein will be made in good faith by the Chief Executive Officer.

Any controversy, claim or dispute involving the parties (or their affiliated persons) directly or indirectly concerning your employment and this offer, or otherwise, shall be finally settled by binding arbitration held in Harrisburg, Pennsylvania by one arbitrator in accordance with the rules of employment arbitration then followed by the American Arbitration Association or any successor to the functions thereof. The arbitrator shall apply Pennsylvania law in the resolution of all controversies, claims and disputes and shall have the right and authority to determine how his or her decision or determination as to each issue or matter in dispute may be implemented or enforced. Any decision or award of the arbitrator shall be final and conclusive on you and Unilife and its affiliates, and there shall be no appeal there from other than causes of appeal allowed by the Federal Arbitration Act. Unilife shall bear all costs of the arbitrator in any action brought under this section. The parties hereto agree that any action to compel arbitration may be brought in the appropriate Pennsylvania state or federal court and in connection with such action to compel the laws of the Commonwealth of Pennsylvania and the Federal Arbitration Act shall control. Application may also be made to such court for confirmation of any decision or award of the arbitrator, for an order of the enforcement and for any other remedies, which may be necessary to effectuate such decision or award. The parties hereto hereby consent to the jurisdiction of the arbitrator and of such court and waive any objection to the jurisdiction of such arbitrator and court.

Unilife Medical Solutions Limited – 4

Severance compensation will be paid in accordance with normal payroll procedures. If you are re-employed at any time during the severance period all further severance payments shall immediately cease.

Dan, I hope this offer of employment with Unilife meets your expectations and approval. If it does, please indicate your acceptance of this offer of employment by returning a signed copy of this letter to me at your earliest opportunity.

This offer, if not accepted or previously withdrawn, will expire at 05:00 PM, EST on Monday, November 24, 2008.

If there is anything I can do to assist you and your family with this transition, please contact me. On Alan’s behalf, I thank you for your interest and enthusiasm with joining Unilife, your patience while I conducted a background check, and hope that you will enjoy a very successful career with our fine company.

Sincerely,	Accepted by:
/s/ Cynthia M. Lighty Cynthia M. Lighty	/s/ Daniel Calvert Daniel Calvert
Human Resources Manager

Unilife Medical Solutions Limited – 5

EX-10.31

Exhibit 10.31

Mr. Bernhard W. Opitz
[residential address omitted]

[residential email and phone number omitted]

November 20, 2008

Dear Bernhard,

On behalf of our client, UNILIFE MEDICAL SOLUTIONS, LTD. (“UNILIFE” or the “Company”) and UNILIFE’s Chief Executive Officer, Mr. Alan (“Alan”) D. Shortall, I am pleased to extend a formal offer to you regarding the position of Senior Vice President, Operations of the Company.

Alan and I both know that your considerable stature in the LifeSciences industry coupled with your experience, talent and enthusiasm will add immeasurably to the efforts of UNILIFE, especially during the challenging months ahead. The entire Board of Directors and the senior management team are truly excited to have you as part of the team. Unless noted otherwise, all amounts are stated in US Dollars.

TITLE AND EFFECTIVE DATE OF EMPLOYMENT:

The formal effective date of this position is December 2, 2008, and if you accept this offer to become the Senior Vice President, Operations, for all practical purposes you will begin as an exempt employee on that day reporting directly to Alan.

SALARY:

Your salary for the remainder of the calendar year 2008, and for the entire calendar year 2009, will be Seventeen Thousand Five Hundred and No Cents ($17,500.00) per month or Two Hundred Ten Thousand Dollars and No Cents ($210,000.00) on an annual basis.

INCENTIVE BONUS PLAN:

As a senior executive you will be eligible to participate in the Company’s Incentive Bonus Plan in amounts and percentages as determined by the Company’s Board of Directors. For the calendar years ending December 31, 2008, and 2009, the potential cash bonus amount will be Five Thousand Two Hundred Fifty Dollars and No Cents ($5,250.00) per month or Sixty-Three Thousand and No Cents ($63,000.00) on an annual basis. Hence, on a pro rata basis for the calendar year ending December 31, 2008, recognizing your approximate One (1) month period of employment, you will be eligible for Five Thousand Two Hundred Fifty Dollars and No Cents ($5,250.00). This bonus will be discretionary, and may be subject to achievement of such goals and objectives as the Chief Executive Officer, in his sole discretion, determines in a set of Key Performance Indicators (“KPI’s”).

ONE PARK PLAZA, SIXTH FLOOR • IRVINE, CALIFORNIA 92614 • TEL: 949.553.8855 • WWW COELYNGROUP.COM
IRVINE • DALLAS • SAN DIEGO

Mr. Bernhard W. Opitz
November 20, 2008
Page 2 [40-08]

For the calendar year ending December 31, 2009 you will be eligible for the full potential cash bonus of Sixty-Three Thousand Dollars and No Cents ($63,000.00).

Your salary and any bonuses will be subject to the customary withholding and employment taxes as required by law with respect to compensation paid by an employer to an employee, including the requirement that you provide to the Company sufficient cash to satisfy the Company’s withholding obligations with respect to any stock you receive.

Bonuses, if any are earned, are paid twice per year at June 30 and at December 31.

INCENTIVE STOCK OPTIONS:

As Senior Vice President, Operations, you will participate in the Company’s Incentive Stock Option Plan. Subject to the Board of Directors’ approval and in compliance with applicable state and Federal securities laws, upon commencement of employment, you will be granted Options to purchase 1,500,000 shares of common stock of the Company. Assuming you commence employment on December 2, 2008, the exercise price per share of all Incentive Stock Options granted, as set forth in this letter, will be set at Australian Thirty-Three Cents (A$0.33) per share, the current fair market value of the Company’s common stock.

Incentive Stock Options are subject to a Three (3) year vesting schedule, which is as follows:

Upon joining the Company 500,000 Incentive Stock Options will vest immediately.

At the end of One (1) full year of employment 500,000 Incentive Stock Options will vest.

At the end of your second full year of employment 500,000 Incentive Stock Options will vest.

Incentive Stock Options are exercisable until June 30, 2012. A copy of the Incentive Stock Option Plan will be sent to you under separate cover.

Mr. Bernhard W. Opitz
November 20, 2008
Page 3 [40-08]

Based upon your individual performance, under the Incentive Stock Option Plan, you may also qualify for additional grants of options to acquire common stock of the Company subject to determination by the Board of Directors.

The Company will agree to defining a change of control as more than Thirty-Three Percent (33%) of the then outstanding common stock becoming owned by a single entity. In such a change of control situation all outstanding unvested Incentive Stock Options would immediately become fully vested if there is a change in your position and/or responsibilities with the Company.

RELOCATION EXPENSES:

When appropriate and subject to prior approval, you will be reimbursed for all reasonable relocation expenses, including real estate commissions incurred upon the sale of your existing primary residence, house-hunting trips for you and your wife, moving and other out of pocket expenses (other than home decorating expenses, differences in mortgage rates, differences in costs of comparable housing, etc.), closing costs and fees including up to 1.5 mortgage points. The Company will also reimburse you for temporary living expenses not to exceed six (6) months, unless otherwise agreed to, during the relocation period.

The Company recognizes that these are very unusual times and that the sale of your primary residence in Illinois may result in a loss. Should this occur the Company will work with you to reach a fair and equitable outcome.

Recognizing current state and Federal income tax laws you will also be reimbursed on a “gross-up” for the income tax effect of reimbursed relocation expenses.

OTHER BENEFITS:

You and your family will be eligible for the health and dental benefits provided by the Company, subject to the underwriting requirements of the providers of those plans. The Company currently utilizes Health Assurance as its provider of health and dental coverage. Copies of the plans will be provided under separate cover.

Because you will not be eligible to participate in UNILIFE’s medical insurance until you have been an employee for three (3) months the Company agrees to reimburse you for the COBRA insurance including “gross-up” for the income tax effect of the reimbursement.

As Senior Vice President, Operations you will be entitled to Four (4) weeks of paid vacation per year with no carry-over for unused vacation days or payment in lieu thereof.

Mr. Bernhard W. Opitz
November 20, 2008
Page 4 [40-08]

INDEMNIFICATION:

The Company agrees to provide you with indemnification equivalent to that provided to other senior management and pursuant to the Company’s Directors and Officers insurance policies as in place from time to time.

CONFIDENTIALITY AGREEMENT, ETC.:

Your employment, pursuant to this offer, is contingent upon your execution of UNILIFE’s standard employee Confidential Information and Invention Assignment Agreement and completion of U.S. Department of Justice Form I-9 (we understand that you are not a U.S. citizen, but that you are a permanent resident). You should also be aware that, under advice of the Company’s legal counsel, your employment with the Company is considered to be “at will.” This means that the Company has the right to terminate your employment at any time with or without cause. As you know, while a harsh statement, and certainly not directed at you with prejudice, this language has become standard practice in business today as the result of pernicious litigation.

In the event you are terminated other than for cause or disability you will receive severance compensation totaling Nine (9) months of base salary.

As a condition to receiving severance compensation, you will need to execute a general release of claims against the Company and its officers, directors, agents and shareholders. Such general release will not include rights to vested options or claims for any compensation earned (including, without limitation, accrued vacation), or reimbursement of expenses incurred, through the date of termination.

“Cause” will mean termination of your employment for any one or more of the following: (i) habitual material neglect of your assigned duties (other than by reason of disability) or habitual intentional refusal to perform your assigned duties (other than by reason of disability) which continues uncured for 30 days following receipt of written notice of such deficiency or “cause” event from the Chief Executive Officer, specifying in detail the scope and nature of the deficiency or the “cause” event; (ii) an act of dishonesty intended to result in your gain or personal enrichment; (iii) personally engaging in illegal conduct which causes material harm to the reputation of the Company or its affiliates; (iv) committing a felony or gross misdemeanor directly relating to, an act of dishonesty or fraud against, or a misappropriation of property belonging to, the Company or its affiliates; (v) personally engaging in any act of moral turpitude that causes material harm to the reputation of the Company; (vi) intentionally breaching in any material respect the terms of any non-disclosure agreement with the Company; or (vii) commencement of employment with another Company while an employee of the Company without the prior consent of the Chief Executive Officer. Any determination of “Cause” as used herein will be made only in good faith by the Chief Executive Officer.

Mr. Bernhard W. Opitz
November 20, 2008
Page 5 [40-08]

Any controversy, claim or dispute involving the parties (or their affiliated persons) directly or indirectly concerning this Letter Agreement, or otherwise, shall be finally settled by binding arbitration held in Harrisburg, Pennsylvania by one arbitrator in accordance with the rules of employment arbitration then followed by the American Arbitration Association or any successor to the functions thereof. The arbitrator shall apply Pennsylvania law in the resolution of all controversies, claims and disputes and shall have the right and authority to determine how his or her decision or determination as to each issue or matter in dispute may be implemented or enforced. Any decision or award of the arbitrator shall be final and conclusive on the parties to this Letter Agreement and their respective affiliates, and there shall be no appeal there from other than from gross negligence or willful misconduct. The Company shall bear all costs of the arbitrator in any action brought under this section. The parties hereto agree that any action to compel arbitration pursuant to this Agreement may be brought in the appropriate Pennsylvania court and in connection with such action to compel the laws of the State of Pennsylvania shall control. Application may also be made to such court for confirmation of any decision or award of the arbitrator, for an order of the enforcement and for any other remedies, which may be necessary to effectuate such decision or award. The parties hereto hereby consent to the jurisdiction of the arbitrator and of such court and waive any objection to the jurisdiction of such arbitrator and court.

Severance compensation will be paid in accordance with normal payroll procedures. If you are re-employed at any time during the severance period all further severance compensation payments shall immediately cease.

Bernhard, I hope this offer of employment with UNILIFE meets with your expectations and approval. If it does, please indicate your acceptance of this offer of employment by returning a signed copy of this letter to me at your earliest opportunity.

This offer is subject to the completion of our discussions with the references we’ve developed, completion of a comprehensive background investigation, and verification of other information. This offer, if not accepted or previously withdrawn, will expire at 05:00 PM, EST on Tuesday, November 25, 2008.

If you have any questions or require amplification please call me. I look forward to hearing from you soon.

Sincerely,

/s/ Ronald H. Coelyn Ronald H. Coelyn

RHC:mn

Accepted by:	/s/ Bernhard W. Opitz Mr. Bernhard W. Opitz
	November 23, 2008 Date

ONE PARK PLAZA, SIXTH FLOOR • IRVINE, CALIFORNIA 92614 • TEL: 949.553.8855 • WWW COELYNGROUP.COM
IRVINE • DALLAS • SAN DIEGO

EX-10.32

Exhibit 10.32

Consultancy Agreement

Unilife Medical Solutions Limited

Medical Middle East Ltd

Parties

Unilife Medical Solutions Limited ACN 008 071 403 of Suite 3, Level 11, 1 Chifley Square, Sydney New South Wales 2000 (Company)

Medical Middle East Ltd whose postal address is at PO Box 112, Safat 13002, Kuwait (Consultant)

Background

A The Consultant has provided the Services to the Company since the Commencement Date.

B The parties wish to confirm the terms on which the Consultant provides the Services to the Company as set out in this Agreement.

Operative provisions

1 Services

Services

1.1 The Consultant must provide the Services to the Company on the terms set out in this Agreement in consideration for the Fee.

Commencement date

1.2 The provision of the Services by the Consultant is deemed to take effect from the Commencement Date.

Consultant’s nominated representative

1.3 The Company approves the appointment of the Initial Representative to provide the Services on behalf of the Consultant under this Agreement. It is the responsibility of the Consultant to ensure that the Representative provides the Services in accordance with the terms and conditions of this Agreement.

1.4 A Representative may only be replaced by the Consultant with another suitable representative with the prior written approval of the Company.

Acknowledgement by Representative

1.5 If requested by the Company, the Consultant agrees to immediately procure the Representative to sign an acknowledgement in a form acceptable to the Company confirming that he is bound by the relevant clauses of this Agreement including clause 5 of this Agreement.

2 Duties of the Consultant

General duties

2.1 During the term of this Agreement, the Consultant must perform the Services in accordance with all proper and legal instructions of the Company and with reasonable skill, care and due diligence and must use its best endeavours to protect and further the interests of the Company.

Time devoted

2.2 The Consultant must serve the Company faithfully and well and must provide the Services for a minimum of 144 hours per month as requested by the Company or as necessary for the provision of the Services.

Consultant to maintain necessary Insurance

2.3 During the term of this Agreement, the Consultant must take out and maintain all necessary insurances (including workers compensation) in relation to the Representative and in connection with the provision of the Services by the Consultant.

Non compete

2.4 During the term of this Agreement, the Consultant must not, and must procure that the Representative will not, accept any appointment to any office in relation to any body, whether corporate or not, or directly or indirectly be employed by, provide services to, or be interested in any manner in any other business which is in any way competitive with the business of the Group or whose interests in any way conflict with the interests of the Group.

3 Fee

Amount of Fee

3.1 During the term of this Agreement, the Company must pay to the Consultant a fee of $20,000 per calendar month (Fee). The Fee is payable in advance on the first day of each calendar month.

Goods and services tax

3.2 The fees payable by the Company to the Consultant are exclusive of any GST that may be imposed on the Services. If any GST is paid or payable by the Consultant in respect of the Services then the fees payable by the Company under this Agreement to the Consultant for those Services will be increased by an amount equal to the GST payable by the Consultant on the fees so increased.

3.3 The Consultant will issue the Company with a tax invoice in respect of the Services in relation to which GST is payable within 14 days of receipt of a written request for such a tax invoice.

2

Consultant’s responsibility for taxes and other expenses

3.4 Except as expressly stated in this Agreement, the Company is not responsible for the payment of any monies in connection with the engagement of the Consultant under this Agreement or the conduct of the business of the Consultant including taxes, penalties, superannuation contributions and any other statutory income deductions and the Consultant indemnifies the Company against all such payments.

3.5 The Consultant authorises the Company to make such deductions for tax from any payment to the Consultant under this Agreement in accordance with any requirements of law.

Payment not wages or salary

3.6 Payments made by the Company to the Consultant are not wages or salary.

3.7 Neither the Consultant nor the Representative is entitled to payment from the Company of any annual leave, personal/carer’s leave (including sick leave), severance pay, pay in lieu of notice, long service leave or any other entitlement which an employee has in respect of his or her employment.

3.8 The Consultant will be responsible for the payment of any wages and any other contributions required by law to be paid in relation to the Representative and will make all appropriate deductions from the Representative’s pay in respect of tax and other deductions required by law and the Consultant indemnifies the Company in respect thereof.

3.9 The Consultant accepts full and exclusive responsibility for providing superannuation, personal/care’s leave (including sickness) and all other leave benefits and workers compensation cover in respect of any of the Consultant’s employees including the Representative.

4 Expenses

4.1 In addition to the Fee, the Company will reimburse the Consultant (on production of receipts or such other evidence as the Company may require) for the amount of all travelling and other expenses properly and reasonably incurred by the Consultant or the Representative during the term of this Agreement in the provision of the Services and which have been pre-approved in writing by the Company.

5 Confidential information

Non-disclosure

5.1 The Consultant must, and must ensure that the Representative will, keep confidential all Confidential Information and must not, without the prior written consent of the Company (except as required by law), disclose any of the Confidential Information to any person or use the Confidential Information for any purpose other than the performance of the Services.

3

Entitlement to Intellectual Property made during the Agreement

5.2 The Consultant must promptly inform the Company in writing of any Intellectual Property it or the Representative makes or creates during the term of this Agreement, and of any information, process, procedure, method or improvement it obtains, discovers, develops or makes during the term of this Agreement, that affects or could affect the Company’s or any other member of the Group’s business or any related business. The Company owns all of these things and the Consultant may not use any of them even after the Agreement ends. The Consultant must cause and procure’ the Representative to do the same.

Consultant’s indemnity

5.3 The Consultant indemnifies the Company and officers, employees and agents against any claim, loss or expense of whatsoever nature arising directly or indirectly out of any breach of its obligations under this Agreement or out of any negligence by the Consultant, the Representative or anyone for whom the Consultant is responsible in connection with the provision of the Services.

Survival

5.4 The obligations of the Consultant and the Representative under this clause 5 survive the termination of this Agreement.

6 Termination of consultancy

Term

6.1 Subject to clauses 6.2 and 6.3, this Agreement is for an initial period from the Commencement Date until the Termination Date and will be automatically extended for successive six month periods thereafter.

Termination by notice

6.2 Either the Company or the Consultant may terminate this Agreement prior to or after the Termination Date by giving 30 days written notice to the other party.

Termination for cause

6.3 The Company may by written notice to the Consultant terminate this Agreement with immediate effect at any time if the Consultant or the Representative is guilty of serious misconduct or any other conduct which affects or is likely to adversely affect the interests of the Company.

4

7 Consultant not employee of the Company

Representative engaged by Consultant

7.1 During the term of this Agreement, the Representative must at all times be engaged by the Consultant.

No employer-employee relationship

7.2 Nothing contained in this Agreement will be construed or have effect as constituting any relationship of employer and employee between the Company and the Consultant or the Representative.

Holding out

7.3 The Consultant and the Representative must not hold themselves out as being entitled to contract, make any representation or accept payment in the name of or on behalf of the Company.

8 Miscellaneous

Assignment

8.1 Except as expressly permitted by this Agreement a party must not assign any of its rights under this Agreement without prior written consent of the other party. That consent may be given or withheld at a party’s absolute discretion.

Entire Agreement

8.2 This Agreement contains everything the parties have agreed on in relation to the matters it deals with. Neither party can rely on an earlier document, or anything said or done by the other party, or by a director, officer agent or employee of that party, before this Agreement was executed, save as permitted by law.

Execution of separate documents

8.3 This Agreement is properly executed if each party executes either this Agreement or an identical document. In the latter case, this Agreement takes effect when the separately executed documents are exchanged between the parties.

Governing law and jurisdiction

8.4 This Agreement is governed the law of New South Wales, Australia. The parties submit to the non-exclusive jurisdiction of its courts. The parties will not object to the exercise of jurisdiction by those courts on any basis.

Variation

8.5 No variation of this Agreement will be of any force or effect unless it is in writing and signed by the parties to this Agreement.

5

9 Detritions and interpretation

Definitions

9.1 In this Agreement, unless the context otherwise requires, the following definitions apply:

Commencement Date means 1 September 2007.

Confidential Information means any information of a private, confidential or secret nature concerning the business, projects or affairs of any company in the Group or of any person having dealings with any company in the Group and which comes to the Consultant’s or the Representative’s knowledge during the course of or in connection with the provision of the Services.

Fee has the meaning given to that term in clause 3.1.

Group means the Company and each of its related bodies corporate (as defined in the Corporations Act 2001 (Cth))

GST means a goods and services tax or a similar value added tax imposed by a public authority in Australia.

Intellectual Property means every form of intellectual property, whether created before or after the commencement of this Agreement, including inventions, know-how, patents, patent applications, registered trade marks, unregistered trade marks, designs, copyright, confidential information, trade secrets and trade, business or company names.

Initial Representative means Eugene Shortall.

Representative means a person nominated in accordance with clause 1.3 of this Agreement.

Services means those services specified in schedule 1 to this Agreement.

Termination Date means 31 December 2009.

Interpretation

9.2 In this Agreement, unless the context otherwise requires:

9.2.1 A reference to this Agreement means the agreement recorded by this document.

9.2.2 A reference to any law or legislation or legislative provision includes any statutory modification, amendment or re-enactment, and any subordinate legislation or regulations issued under that legislation or legislative provision, in either case whether before, on or after the date of this Agreement.

6

9.2.3 A reference to a clause, part or schedule is a reference to a clause, part or schedule of or to this Agreement.

9.2.4 Where a word or phrase is given a defined meaning another part of speech or other grammatical form in respect of that word or phrase has a corresponding meaning.

9.2.5 A word which denotes the singular denotes the plural, a word which denotes the plural denotes the singular, and a reference to any gender denotes the other genders.

9.2.6 A reference to dollars or $ means Australian dollars.

9.2.7 The schedules form part of this Agreement.

9.2.8 References to the word ‘include’ or ‘including’ are to be construed without limitation.

Execution and date

Executed by Unilife Medical Solutions Limited (ACN 008 071 403) acting by the following persons or, if the seal is affixed, witnessed by the following persons:
/s/ Alan Shortall
Signature of director		Signature of director
Name of director:	Alan Shortall	Name of director:
Executed by Medical Middle East Ltd acting by the following persons or if the seal affixed, witnessed by the following persons:
/s/ Waddah Behbehani Signature of director
Waddah Behbehani Name of director: Waddah Behbehani

7

Schedule 1

Services to be provided:

Directing the activities of the project cross functional members, ensuring that the deliverables defined for each function within the project plan meet the scheduled timelines and output for the life of the project.

Directing the activities of the project cross functional members, ensuring that the deliverables defined for each function within the project plan meet the scheduled timelines and outputs for the life of the project.

Analyzing, developing and maintaining a project resource plan to support all phases of design and development through to project handover.

Analyzing, developing and maintaining a project resource plan to support all phases of design and development through to project handover.

Maintaining accurate records of the project management activities and deliverables in compliance with the Unilife Quality Management System and related procedures.

Coordinating and documenting outcomes of all project cross functional meetings.

Identifying, establishing and managing business and commercial relationships with existing and/or new or potential OEM partners, suppliers and customers.

Ensuring that all key deliverables have been met and the coordination of the team inputs to facilitate successful project phase gate transition.

Management reporting to the CEO and Board of Directors as required.

S-1

EX-10.33

Exhibit 10.33

201 Elizabeth Street
Sydney NSW 2000
Australia
DX 107 Sydney
Tel +61 2 9286 8000
Fax +61 2 9283 4144
www. dlaphillipsfox.com

Option Deed

Unilife Medical Solutions Limited
Edward Fine

DLA Phillips Fox is a member of

DLA Piper Group, an alliance of

Independent legal practices. It is a

separate and distinct legal entity

DLA Phillips Fox offices are located

In Adelaide Auckland Brisbane

Canberra Melbourne Perth Sydney

and Wellington.

Table of contents

Parties	1
1 Grant of Options	1
2 Exercise of Options	1
3 Exercise Price	1
4 Vesting of Options	1
5 Method of Exercising Options	2
6 Change in Ownership Event	3
7 Expiry of Options	3
8 Shareholder Approval	3
9 Variation to Share Capital and Option Rights	4
10 Listing	4
11 Options to be Registered	4
12 Amendment of Option Terms	4
13 Reliance on Statements	4
14 Warranty	5
15 Sale of shares issued on exercise of Options	5
16 Notice	5
17 Miscellaneous	6
Assignment	6
Further acts	7
Waiver	7
Costs	7
Counterparts	7
Governing law and jurisdiction	7
18 Definitions and interpretation	7
Definitions	7
Interpretation	9
Execution and date	11

Option Deed

Parties

Unilife Medical Solutions Limited ACN 008 071 403 of Suite 3, Level 11, 1 Chifley Square, Sydney NSW Australia 2000 (Company)

Edward Fine of [residential address omitted], United States of America (Consultant)

1 Grant of Options

1.1 In accordance with the terms of the Consultancy Agreement, the Company grants to the Consultant on the date of this Deed 6,000,000 unlisted Options. Each Option entitles the holder to subscribe for one fully paid ordinary share in the Company.

2 Exercise of Options

2.1 Subject to clauses 6.1 and 7.1, each Option is exercisable at any time between the Vesting Date for such Option and 5.00pm (Sydney time) on the date which is 74 days after the end of the calendar year in which such Option vests, provided however, that in no event may an Option be exercised later than 30 January 2015 (Exercise Period).

2.2 If an Option is not exercised on or prior to the expiry of the Exercise Period, the Option will automatically lapse.

3 Exercise Price

3.1 The Exercise Price of each Option is A$1.055 (being the closing price of the Company’s Shares on their last Trading Day on ASX following the Company’s suspension on 15 January 2010).

4 Vesting of Options

4.1 Subject to earlier lapsing in accordance with clause 7, the Options will vest as follows provided that the Consultant continues to provide services to the Company in accordance with the terms of the Consultancy Agreement from the date of grant until the date on which the following events occur:

4.1.1 1,500,000 Options will vest on the date on which the Closing Price of the Company’s Shares has reached A$1.75 or higher for 20 out of any 30 consecutive Trading Days at any time between the date of grant of the Options and the Expiry Date;

4.1.2 1,000,000 Options will vest on the date on which the Closing Price of the Company’s Shares has reached A$2.00 or higher for 20 out of any 30 consecutive Trading Days at any time between the date of grant of the Options and the Expiry Date;

1

Option Deed

4.1.3 1,500,000 Options will vest on the date on which the Closing Price of the Company’s Shares has reached A$2.25 or higher for 20 out of any 30 consecutive Trading Days at any time between the date of grant of the Options and the Expiry Date;

4.1.4 1,000,000 Options will vest on the date on which the Closing Price of the Company’s Shares has reached A$2.75 or higher for 20 out of any 30 consecutive Trading Days at any time between the date of grant of the Options and the Expiry Date; and

4.1.5 1,000,000 Options will vest on the date on which the Closing Price of the Company’s Shares has reached A$3.22 or higher for 20 out of any 30 consecutive Trading Days at any time between the date of grant of the Options and the Expiry Date.

5 Method of Exercising Options

5.1 The Optionholder must exercise an Option by notice in writing to the Company. The notice must state the number of Options being exercised which must be in multiples of no less than one hundred thousand (100,000). If the notice does not state the number of Options being exercised, the notice will be void and the Company will request the Optionholder to provide a further notice.

5.2 The Optionholder must either:

5.2.1 include with the notice to the Company referred to in clause 5.1 a cheque payable to the Company; or

5.2.2 at the time of issuing the notice to the Company, referred to in clause 5.1, arrange for an electronic funds transfer directly into an account nominated by the Company,

for the total Exercise Price of the Options being exercised.

5.3 Upon receipt of a valid notice in accordance with clause 5.1 and subject to the Company receiving cleared funds from the Optionholder in accordance with clause 5.2, the Company must issue within 10 Business Days of receiving the cleared funds the requisite number of Shares in the name of the Optionholder and update its share register to record the Optionholder as the holder of such Shares.

5.4 An Option does not entitle the Optionholder to participate in any rights issue, bonus share issue or other issue of securities by the Company.

5.5 The Optionholder is not permitted to sell, transfer, mortgage, charge, assign or otherwise dispose of or encumber an Option without the prior written approval of the Board.

2

Option Deed

6 Change in Ownership Event

6.1 If there has been a Change in Ownership Event, the Board must resolve to notify the Optionholder that all Options may be exercised prior to 5pm (Sydney time) on the 74^th day after the date of the notice (or by such earlier date as the Board determines). The Exercise Period of the Options will expire at 5pm (Sydney time) on such 74^th day after the date of the notice (or such earlier date as the Board determines).

7 Expiry of Options

7.1 Notwithstanding any other provision of this Deed, an unexercised Option expires on the first to occur of the following:

7.1.1 the end of the Exercise Period in relation to that Option;

7.1.2 the Consultant breaching or failing to comply with his obligations under the Consultancy Agreement and such breach or failure is either incapable of remedy or the Consultant fails to remedy that breach or failure within 30 days of being given written notice to remedy by the Company;

7.1.3 the Board resolving that the Consultant has, in the Board’s reasonable opinion, acted fraudulently or dishonestly in the execution of his responsibilities to the Company under the Consultancy Agreement; or

7.1.4 to the extent that an Option that has not already vested in accordance with clause 4.1, upon the Consultant ceasing to provide services to the Company under the terms of the Consultancy Agreement.

7.2 Upon expiry of an Option, all rights of the Optionholder under this Deed in respect of the Option will immediately cease.

8 Shareholder Approval

8.1 If, for any reason, an issue and allotment of Shares to the Optionholder in accordance with these terms and conditions would result in the need for the Company to obtain the approval of the Shareholders, the Company must convene the necessary meeting as soon as reasonably practicable and at its own cost but in no event shall the Company seek the approval of Shareholders later than the next Annual General Meeting of the Company at the relevant time unless the Notice of Meeting for the next immediate Annual General Meeting has already been sent out to Shareholders in which case it will be the next succeeding general meeting of the Company.

3

Option Deed

9 Variation to Share Capital and Option Rights

9.1 In the event of any reconstruction of the capital of the Company (including, without limitation, any consolidation, subdivision, reduction or return of capital), either or both of the following:

9.1.1 the number of Options held by the Optionholder; and

9.1.2 the Exercise Price,

will be varied in accordance with the Listing Rules and in such manner as the Board determines with the intent that the benefits conferred on the Optionholder by the grant of the Options will remain, as far as practicable, the same after the occurrence of the variation referred to in clause 9.1.1 or 9.1.2.

9.2 Upon any variation being made pursuant to clause 9.1, the Company must, as soon as practicable, notify the Optionholder in writing of the details of the variation.

9.3 If, on the making of any adjustment contemplated by this clause 9, the Optionholder becomes entitled to a fraction of an Option, that fraction will be disregarded.

10 Listing

10.1 The Options will not be listed or quoted on any stock exchange.

10.2 The Shares issued upon exercise of any Options will from the date of issue rank equally with all other existing ordinary shares of the Company in all respects including voting rights and entitlement to participate in dividends and in future rights and bonus issues.

10.3 If shares of the same class as the Shares issued upon exercise of the Options are quoted on ASX, the Company must apply to ASX within the period applicable under the Listing Rules, if any, for any Shares issued by the Company upon exercise of the Options to be quoted.

11 Options to be Registered

11.1 Unless otherwise determined by the Board, the Company’s share registry will maintain a register of the Options.

12 Amendment of Option Terms

12.1 Subject to the Listing Rules, the Board may, in relation to an Option, waive in whole or in part, or amend on terms it considers appropriate, any terms or conditions applicable to the Option provided such amendment or waiver is not materially detrimental to the Optionholder.

13 Reliance on Statements

13.1 In accepting this grant of Options, the Consultant acknowledges and agrees that he received the offer of the Options in the United States and in deciding whether or not to accept the Options the Consultant did not rely on any statements made in relation to the grant or offer of the Options by or on behalf of the Company and that the Consultant was advised by the Company to obtain its own financial product and tax advice in relation to the Options from an independent person.

4

Option Deed

14 Warranty

14.1 The Optionholder warrants to the Company that:

14.1.1 (both as at the date of this Deed and as at the date that any Shares in the Company are subsequently issued to the Optionholder upon exercise of the Options) upon exercise of the Options the Optionholder will not be subscribing for Shares in the Company for the purpose of selling or transferring those Shares or granting, issuing or transferring interests in, or options over, those Shares within 12 months of their date of issue; and

14.1.2 he is an accredited investor as defined in Regulation D promulgated by the SEC pursuant to the Securities Act of 1933 or has such knowledge and expertise in financial and business matters as is necessary in order to evaluate the merits and risks of an investment in the Options and the securities issued on exercise of the Options.

15 Sale of shares issued on exercise of Options

15.1 The Consultant agrees and covenants in favour of the Company that he will not dispose of or otherwise deal with more than 1,000,000 of the Company’s Shares issued to the Consultant on exercise of the Options in any consecutive period of 20 days upon which the Company’s Shares may be traded on ASX. If there is more than one Consultant, then those Consultants (in aggregate) must not together or individually dispose of or otherwise deal with in total more than 1,000,000 of the Company’s Shares issued to those Consultants on exercise of the Options in any consecutive period of 20 days upon which the Company’s Shares may be traded on ASX.

16 Notice

16.1 Any notice or communication given to a party under this Deed is only given if it is in writing and sent in one of the following ways:

16.1.1 delivered or posted to that party at its address and marked for the attention of the relevant person, department or officer (if any) set out below; or

5

Option Deed

16.1.2 faxed to that party at its fax number and marked for the attention of the relevant person, department or officer (if any) set out below.

Company:

Name:	Unilife Medical Solutions Limited
Address:	Suite 3
	Level 11
	1 Chifley Square
	SYDNEY NSW 2000
	Australia
Fax number:	+61 2 8346 6511
Attention:	Company Secretary
Consultant:
Name:	Edward Fine
Address:	[residential address omitted] United States of America

16.2 If a party gives the other party three Business Days’ notice of a change of its address or fax number, any notice or communication is only given by that other party if it is delivered, posted or faxed to the latest address or fax number.

16.3 Any notice or communication is to be treated as given at the following time:

16.3.1 If it is delivered, when it is left at the relevant address.

16.3.2 If it is sent by post, two (or, in the case of a notice or communication posted to another country, nine) Business Days after it is posted.

16.3.3 If it is sent by fax, as soon as the sender receives from the sender’s fax machine a report of an error free transmission to the correct fax number.

16.4 However, if any notice or communication is given on a day that is not a Business Day or after 5pm on a Business Day in the place of the party to whom it is sent it is to be treated as having been given at the beginning of the next Business Day.

17 Miscellaneous

Assignment

17.1 Except as expressly permitted by this Deed, a party must not assign any of its rights under this Deed without the prior written consent of the other party.

Entire agreement

17.2 Other than as expressly set out in this Deed, this Deed contains everything the parties have agreed on in relation to the matters it deals with. Neither party can rely on an earlier document, or anything said or done by another party, or by a director, officer, agent or employee of that party, before this Deed was executed, save as permitted by law.

6

Option Deed

Further acts

17.3 The parties will promptly do and perform all acts and things and execute all documents as may from time to time be required, and at all times will act in good faith, for the purposes of or to give effect to this Deed.

Waiver

17.4 The fact that a party fails to do, or delays in doing, something the party is entitled to do under this Deed, does not amount to a waiver of any obligation of, or breach of obligation by, the other party. A waiver by a party is only effective if it is in writing. A written waiver by a party is only effective in relation to the particular obligation or breach in respect of which it is given. It is not to be taken as an implied waiver of any other obligation or breach or as an implied waiver of that obligation or breach in relation to any other occasion.

Costs

17.5 Except as otherwise set out in this Deed, each party must pay its own costs and expenses in relation to preparing, negotiating, executing and completing this Deed and any document related to this Deed.

Counterparts

17.6 This Deed may be executed in counterparts. All counterparts when taken together are to be taken to constitute one document.

Governing law and jurisdiction

17.7 This Deed is governed by the law of New South Wales, Australia. The parties submit to the non-exclusive jurisdiction of its courts and courts of appeal from them. The parties will not object to the exercise of jurisdiction by those courts on any basis.

18 Definitions and interpretation

Definitions

18.1 In this Deed the following definitions apply:

ASX means ASX Limited ACN 008 624 691 or the securities market which it operates, as the context requires.

Board means the board of directors of the Company from time to time.

Business Day means a day of the week on which banks are open for general banking business in New South Wales, other than a Saturday or Sunday.

Change of Ownership Event means:

(a) a takeover bid is made to the holders of the Company’s shares (other than as a result of an allotment or transfer approved by the Board) which becomes unconditional;

7

Option Deed

(b) pursuant to an application to the Court, the Court orders a meeting to be held in relation to a proposed compromise or arrangement relating to the Company for the purpose of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company;

(c) the Options, or any Shares that are the subject of any Option, are or become subject to compulsory acquisition or cancellation by operation of law;

(d) the Company enters into an agreement to sell the whole, or substantially the whole, of its business to a third party;

(e) through the acquisition of shares in the Company a person is able to determine the majority composition of the Board;

(f) any other event (including, but not limited to, a merger of the Company with another company) which the Board determines, in its absolute discretion, to be a Change in Ownership;

(g) the Company passes a resolution for voluntary winding up; or

(h) an order is made for the compulsory winding up of the Company,

where, in the case of the events in (a) to (f) inclusive, such event involves a change in the ultimate effective management control of the Company or its business.

Closing Price means the price published on the ASX as the final price of a Share on a Trading Day.

Consultancy Agreement means the consultancy agreement dated 14 October 2008 as amended by an amendment agreement dated 1 April 2009 and by a Deed of Amendment dated on or around the date of this Deed.

Exercise Period has the meaning ascribed to that term in clause 2.1.

Exercise Price means the price set out in clause 3.1.

Expiry Date means 30 January 2015.

Listing Rules means the official listing rules of ASX as amended from time to time.

Option means an option to subscribe for one Share.

Optionholder means the registered holder of Options from time to time.

SEC means the Securities Exchange Commission.

Share means a fully paid ordinary share in the capital of the Company.

8

Option Deed

Shareholders means persons registered as the holders of ordinary shares in the capital of the Company from time to time.

Trading Day means a day on which Shares are traded on the ASX.

Vesting Date means the date on which the applicable Options vest in accordance with clause 4.

Interpretation

18.2 In the interpretation of this Deed, the following provisions apply unless the context otherwise requires:

18.2.1 A reference to any law or legislation or legislative provision includes any statutory modification, amendment or re-enactment, and any subordinate legislation or regulations issued under that legislation or legislative provision, in either case whether before, on or after the date of this Deed.

18.2.2 A reference to any agreement or document is to that agreement or document as amended, novated, supplemented or replaced from time to time.

18.2.3 A reference to a clause or part is a reference to a clause or part of or to this Deed.

18.2.4 Where a word or phrase is given a defined meaning another part of speech or other grammatical form in respect of that word or phrase has a corresponding meaning.

18.2.5 A word which denotes the singular denotes the plural, a word which denotes the plural denotes the singular, and a reference to any gender denotes the other genders.

18.2.6 An expression importing a natural person includes any company, trust, partnership, joint venture, association, body corporate or public authority.

18.2.7 A reference to any party to this Deed, where that party is made up of more than one person, includes each of them severally.

18.2.8 Any agreement, covenant, representation, warranty, undertaking or liability arising under this Deed on the part of two or more persons is to be taken to be made or given by such persons jointly and severally.

18.2.9 A reference to dollars or $ means Australian dollars.

9

Option Deed

18.2.10 References to the word ‘include’ or ‘including’ are to be construed without limitation.

18.2.11 A reference to a time of day means that time of day in the place whose laws govern the construction of this Deed.

18.2.12 Where a period of time is specified and dates from a given day or the day of an act or event it must be calculated exclusive of that day.

18.2.13 A term of this Deed which has the effect of requiring anything to be done on or by a date which is not a Business Day must be interpreted as if it required it to be done on or by the next Business Day.

10

Option Deed

Execution and date

Executed as a deed.

Date:

Executed as a deed by Unilife Medical Solutions Limited acting by the following persons or, if the seal is affixed, witnessed by the following persons:

/s/ Alan Shortall	/s/ Cynthia M. Lighty
Signature of director	Signature of director/company secretary
Alan Shortall	Cynthia M. Lighty
Name of director (print)	Name of director/company secretary (print)

Executed as a deed by Edward Fine in the presence of:

/s/ Ingrid Fine	/s/ Edward Fine
Signature of witness	Signature of Edward Fine
Ingrid Fine
Name of witness (print)

11

EX-10.34

Exhibit 10.34

201 Elizabeth Street
Sydney NSW 2000
Australia
DX 107 Sydney
Tel +61 2 9286 8000
Fax +61 2 9283 4144
www.dlaphillipsfox.com

Deed of Settlement and Release

Unilife Medical Solutions Limited
Craig Thorley
Joseph Kaal
Alan Shortall
Roger Williamson

DLA Phillips Fox is a member of

DLA Piper Group, an alliance of

independent legal practices. It is a

separate and distinct legal entity.

DLA Phillips Fox offices are located

in Adelaide Auckland Brisbane

Canberra Melbourne Perth Sydney

and Wellington.

Deed of Settlement and Release

Table of contents

Parties	1
Background	1
1 Operative provisions	2
Settlement and Release	2
Release of the Parties	4
2 Conditions Precedent	4
3 Indemnity	4
4 No liability	4
5 Warranty	5
6 Bar to Action	5
7 Miscellaneous	5
Assignment	5
Costs	5
Covenant not to sue	5
Entire agreement	5
Counterparts	6
Further acts	6
Severability	6
Variation	6
Waivers	6
Confidentiality	6
Governing law and jurisdiction	7
8 Definitions and Interpretation	7
Definitions	7
Execution and date	9

Deed of Settlement and Release

Parties

Unilife Medical Solutions Limited ACN 008 071 403 of Level 5, 35 Clarence Street, Sydney NSW 2000 (Unilife)

Craig Thorley of [residential address omitted]

Joseph Kaal of [residential address omitted]

Alan Shortall of [residential address omitted]

Roger Williamson of [residential address omitted]

(together the Founding Shareholders)

Background

A	On 11 July 2002 Unilife entered into the Acquisition Agreement under which Unilife agreed to acquire all of the issued share capital of Unitract.
B	Pursuant to clause 11 of the Acquisition Agreement, Unilife acknowledged that certain former shareholders of Unitract would between them be entitled to be issued:

• 10 million Shares if and when Unilife achieved the First Milestone; and

• a further 10 million Shares if and when Unilife achieved the Second Milestone.

C	The Founding Shareholders claim to be the certain former shareholders of Unitract referred to in clause 11 of the Acquisition Agreement.
D	A dispute has arisen between Unilife and the Founding Shareholders as to whether there was any time period within which the Milestones had to be achieved by Unilife.
E	Unilife’s position is that the Milestones had to be achieved within 5 years following completion of the Acquisition Agreement and if the Milestones were not achieved during that period the Founding Shareholders had no right to be issued any Shares under clause 11 of the Acquisition Agreement.
F	The Founding Shareholders’ position is that there was no time limit within which the Milestones had to be met by Unilife.
G	As at the date of this Deed the Milestones have not been met by Unilife.
H	The Parties wish, without admission of liability, to settle their differences in relation to whether any time limitation applies to the Milestones on the terms set out in this Deed.

1

Deed of Settlement and Release

1 Operative provisions

Settlement and Release

1.1 Unilife understands that under the Acquisition Agreement it was contemplated that the Founding Shareholders and George Sim were entitled to be issued Shares pursuant to clause 11 of the Acquisition Agreement on achievement of the Milestones.

1.2 The Founding Shareholders jointly and severally covenant with Unilife that the understanding of Unilife set out in clause 1.1 is not correct and that the only persons now having the benefit of clause 11 of the Acquisition Agreement are the Founding Shareholders.

1.3 Subject to clauses 1.8 and 2.1, in full and final settlement of Unilife’s obligations under clause 11 of the Acquisition Agreement the Parties agree that the Founding Shareholders will be entitled to be issued, subject to any Shareholder approvals required under the Listing Rules or the Act, up to a maximum of 20 million Shares in aggregate (that is, the maximum number of Shares that can be issued pursuant to this Deed in total is 20 million Shares) for no monetary consideration in accordance with clause 11 of the Acquisition Agreement if the following conditions are met by Unilife (provided that such Shares have not already been issued pursuant to clause 1.4):

1.3.1 10 million fully paid Shares (divided between the Founding Shareholders in such proportions as are notified to Unilife in writing by all of the Founding Shareholders) if Unilife earns a net profit after tax of A$6.5 million or more (as confirmed by Unilife’s auditors) in a full financial year prior to 30 October 2014; and

1.3.2 20 million fully paid Shares (divided between the Founding Shareholders in such proportions as are notified to Unilife in writing by all of the Founding Shareholders) if Unilife earns a net profit after tax of A$12 million or more (as confirmed by Unilife’s auditors) in a full financial year prior to 30 October 2014 (which would reduce to 10 million fully paid Shares if the right to be issued Shares under clause 1.3.1 has already arisen due to satisfaction of the condition in clause 1.3.1).

1.4 If a Change in Ownership Event occurs prior to 30 October 2014, the Founding Shareholders will be entitled to be issued, subject to any Shareholder approvals required under the Listing Rules or the Act, all of the Shares referred to in clause 1.3 to the extent that they have not already been issued to them pursuant to clause 1.3. The Shares issued pursuant to this clause 1.4 will be divided between the Founding Shareholders in such proportions as are notified to Unilife in writing by all of the Founding Shareholders.

1.5 Subject to the terms of this Deed (including clause 1.8) and any Shareholder approvals required under the Listing Rules or the Act and any disclosure document requirements under the Act, all Shares required to be issued under clause 1.3 or 1.4 will be issued by Unilife as soon as practicable after the right to be issued the Shares arises.

2

Deed of Settlement and Release

1.6 If Unilife does not earn a net profit after tax of A$6.5 million or more (as confirmed by Unilife’s auditors) in any full financial year prior to 30 October 2014 the Founding Shareholders will have no right to be issued the Shares referred to in clause 1.3.1 or 1.4 except in the case of clause 1.4 to the extent that the right has arisen prior to 30 October 2014.

1.7 If Unilife does not earn a net profit after tax of A$12 million or more (as confirmed by Unilife’s auditors) in any full financial year prior to 30 October 2014 the Founding Shareholders will have no right to be issued the Shares referred to in clause 1.3.2 or 1.4 except in the case of clause 1.4 to the extent that the right has arisen prior to 30 October 2014.

1.8 In the event that any person brings an action, suit or claim against Unilife to be issued Shares under clause 11 of the Acquisition Agreement or any other document or representation relating to clause 11 of the Acquisition Agreement:

1.8.1 Unilife will be under no obligation to issue any of the Shares referred to in clause 1.3 until such time as such action, suit or claim has been fully and finally resolved even if the conditions in clause 1.3 have been met; and

1.8.2 if a Change in Ownership Event occurs and the claim, suit or action has not been fully and finally resolved by (as applicable):

(a) the date on which the takeover offer becomes unconditional; or

(b) the record date for determining the entitlement of Shareholders to attend and vote at the Shareholders meeting to approve the scheme of arrangement; or

(c) the date of completion of the disposal of the business of Unilife; or

(d) the date of completion of the acquisition of Shares referred to in paragraph (d) of the definition of Change in Ownership Event,

Unilife will be irrevocably and unconditionally released from any obligation to issue any Shares pursuant to this Deed.

1.9 The Parties agree that if there is an internal restructure of Unilife that results in a new company becoming the parent company of Unilife (whether that new parent company is incorporated in Australia or another country) this Deed will be novated to the new parent company with the intention that all references in this Deed to Unilife (including clauses 1.3 to 1.8 inclusive) will, to the extent necessary, be deemed to be references to the new parent company.

1.10 Notwithstanding any other provision of this Deed, the Parties agree that the maximum number of Shares that can be issued pursuant to this Deed in total is 20 million Shares.

3

Deed of Settlement and Release

Release of the Parties

1.11 The Founding Shareholders jointly and severally agree that they have no other rights whatsoever in relation to clause 11 of the Acquisition Agreement other than those rights set out in this Deed.

1.12 The Founding Shareholders hereby jointly and severally and absolutely and irrevocably release and forever discharge Unilife and all of its Related Bodies Corporate and their respective officers and employees from all actions, suits, claims, demands, costs and other liabilities of any nature whatsoever which they now or at any time may have, or, but for the execution of this Deed, could or might have had against Unilife or any of its Related Bodies Corporate or their respective officers and employees, in connection with or incidental to the issue of Shares pursuant to clause 11 of the Acquisition Agreement except for the rights set out in this Deed.

2 Conditions Precedent

2.1 The Parties acknowledge and agree that the terms of this Deed and the rights of the Parties under this Deed are conditional on Shareholders approving the terms of this Deed by ordinary resolution by no later than 30 June 2009. If Shareholders do not approve the terms of this Deed by ordinary resolution by 30 June 2009, then this Deed will automatically terminate and will be deemed to be void ab initio.

3 Indemnity

3.1 The Founding Shareholders jointly and severally indemnify and hold harmless Unilife and its Related Bodies Corporate and their respective officers and employees against all actions, suits, claims, losses, demands, costs and other liabilities of any nature whatsoever (including any award of damages, interest, consequential loss of profits and all legal costs on a full indemnity basis) which may arise or be brought by any other person (including George Sim in his own right or in any other capacity including as a trustee of a trust) pursuant to clause 11 of the Acquisition Agreement, any other document or representation relating to clause 11 of the Acquisition Agreement or any other document in connection with this Deed.

4 No liability

4.1 The Founding Shareholders agree that the execution of this Deed by Unilife is not an admission of any liability by Unilife or its Related Bodies Corporate or their respective officers and employees to the Founding Shareholders or any other person in relation to the Acquisition Agreement.

4

Deed of Settlement and Release

5 Warranty

5.1 Each of the Founding Shareholders warrants that:

5.1.1 It has taken independent legal advice as to the nature, effect and extent of this Deed.

5.1.2 It is not their intention to sell, transfer or otherwise dispose of any Shares issued to them pursuant to this Deed for at least 12 months after the date of issue of the Shares to them.

5.1.3 It is aware that Unilife is relying on the warranties in clauses 5.1.1 and 5.1.2 in executing this Deed.

6 Bar to Action

6.1 The Parties each acknowledge and agree that the settlement and release provided under this Deed may be pleaded by any Party as a bar to any action, suit or proceeding commenced now or taken at any time by any Party or their officers or employees or any person or entity on their behalf in relation to the claims released by this Deed.

7 Miscellaneous

Assignment

7.1 The Founding Shareholders cannot assign or transfer any of their rights or obligations under this Deed without the prior written consent of Unilife.

Costs

7.2 Each of the Parties shall bear and be responsible for their own costs and expenses arising out of or in connection with the preparation, negotiation, execution and stamping of this Deed and any other document related to this Deed.

Covenant not to sue

7.3 The Founding Shareholders jointly and severally covenant with Unilife not to bring any action, suit or proceeding for any claim, cost, damages, debt, expense, liability, loss, allegation, demand or cause of action of any kind against Unilife or its Related Bodies Corporate or their respective officers and employees arising out of or in any way relating to the release in clause 1.12, other than claims expressly arising under this Deed.

Entire agreement

7.4 Each Party represents to and agrees with each other Party that:

7.4.1 this Deed sets out the entire arrangement between the Parties in respect of the subject matter of this Deed;

7.4.2 no Party can rely on an earlier written document or anything said or done by or on behalf of another Party before this Deed was executed to the extent that the earlier document or thing said or done is inconsistent with this Deed; and

5

Deed of Settlement and Release

7.4.3 without limiting the generality of this clause, any promise or representation relied upon by that Party in deciding whether or not to enter into this Deed is fully and accurately reflected in this Deed and the settlements and releases contained in it.

Counterparts

7.5 This Deed may be executed in such counterparts as may be deemed necessary or convenient and all such counterparts taken together shall be deemed to constitute one and the same document.

Further acts

7.6 Each of the Parties must at its own expense promptly execute all documents and do or use reasonable endeavours to cause a third party to do all things that another Party from time to time may reasonably request in order to give effect to, perfect or complete this Deed and all transactions incidental to it.

Severability

7.7 Each provision of this Deed is individually severable. If any provision is or becomes illegal, unenforceable or invalid in any jurisdiction, it is to be treated as being severed from this Deed in the relevant jurisdiction, but the rest of this Deed will not be affected. The legality, validity and enforceability of the provision in any other jurisdiction will not be affected.

Variation

7.8 No variation of this Deed will be of any force or effect unless it is in writing and signed by each Party to this Deed.

Waivers

7.9 A waiver of any right, power or remedy under this Deed must be in writing signed by the Party granting it. A waiver is only effective in relation to the particular obligation or breach in respect of which it is given. It is not to be taken as an implied waiver of any other obligation or breach or as an implied waiver of that obligation or breach in relation to any other occasion.

7.10 The fact that a Party fails to do, or delays in doing, something the Party is entitled to do under this Deed does not amount to a waiver.

Confidentiality

7.11 Subject to clause 7.12, the terms of this Deed are confidential and must not be disclosed to any other person or corporation (other than a Party to this Deed or any solicitor or agent who has acted for such Party in respect of the relevant matters) unless under compulsion of law (including the Listing Rules) or for the purpose of enforcing the terms of this Deed.

7.12 The Parties agree that Unilife will be entitled to lodge announcements setting out the terms of this Deed with the ASX at any time and in such form as Unilife determines and also include the terms of this Deed in any Notice of Meeting of Shareholders or disclosure document under Chapter 6D of the Act.

6

Deed of Settlement and Release

Governing law and jurisdiction

7.13 This Deed is governed by the law of New South Wales. The Parties submit to the non-exclusive jurisdiction of its courts and courts of appeal from them.

8 Definitions and Interpretation

Definitions

8.1 In this Deed the following definitions apply:

Acquisition Agreement means the Acquisition Agreement dated 11 July 2002 between Unilife, Unitract, Craig Thorley, Joseph Kaal, Alan Shortall, Roger Williamson, Grange Consulting Group Pty Ltd ACN 073 900 848, ASP Plastics Pty Ltd ACN 077 504 299, Andrew Hart and George Sim.

Act means the Corporations Act 2001 (Cth).

ASX means ASX Limited or the securities market it operates, as the context requires.

Change in Ownership Event means:

(a) other than as part of an internal restructure of the Unilife group (including a restructure that is effected to redomicile the Unilife group, including by imposing a new parent company of Unilife incorporated in another country), a takeover bid is made to the holders of Shares which becomes unconditional;

(b) other than as part of an internal restructure of the Unilife group (including a restructure that is effected to redomicile the Unilife group, including by imposing a new parent company of Unilife incorporated in another country), pursuant to an application to the Court, the Court orders a meeting to be held in relation to a proposed compromise or arrangement relating to Unilife for the purpose of or in connection with a scheme for the reconstruction of Unilife or its amalgamation with any other company;

(c) Unilife enters into an agreement to sell the whole, or substantially the whole, of its business to a third party that is not a Related Body Corporate of Unilife; or

(d) other than as part of an internal restructure of the Unilife group (including a restructure that is effected to redomicile the Unilife group, including by imposing a new parent company of Unilife incorporated in another country), through the acquisition of Shares in Unilife a person is able to determine the majority composition of the board of directors of Unilife.

First Milestone means Unilife earning a net profit of A$6.5 million after tax (as determined by the auditors of Unilife) in a financial year following completion of the Acquisition Agreement.

George Sim means George Sim in his capacity as trustee of the ELM Unit Trust.

7

Deed of Settlement and Release

Listing Rules means the official listing rules of ASX as amended from time to time.

Milestones means the First Milestone and the Second Milestone.

Related Body Corporate has the meaning given to that term in the Act.

Second Milestone means Unilife earning a net profit of A$12 million after tax (as determined by the auditors of Unilife) in a financial year following completion of the Acquisition Agreement.

Shareholders means the shareholders of Unilife from time to time.

Share means one ordinary fully paid share in the capital of Unilife.

Unilife means Unilife Medical Solutions Limited ACN 008 071 403.

Unitract means Unitract Syringe Pty Limited ACN 101 059 723.

Interpretation

8.2 In this Deed, unless the context otherwise requires:

8.2.1 A reference in this Deed to any agreement or document is to that agreement or document as amended, novated, supplemented or replaced from time to time.

8.2.2 A reference to a clause, part, schedule or attachment is a reference to a clause, part, schedule or attachment of or to this Deed.

8.2.3 Headings are inserted for convenience only and do not affect the interpretation of this Deed.

8.2.4 A reference in this Deed to dollars or A$ means Australian dollars.

8.2.5 A reference in this Deed to any person includes a reference to any individual, company, body corporate, association, partnership, joint venture, trust or government agency.

8.2.6 A reference to the word ‘include’ or ‘including’ is to be construed without limitation.

8.2.7 Where a word or phrase is given a defined meaning, another part of speech or other grammatical form in respect of that word or phrase has a corresponding meaning.

8.2.8 A word which denotes the singular also denotes the plural, a word which denotes the plural also denotes the singular, and a reference to any gender also denotes the other genders.

8.2.9 A reference to this Deed means the agreement recorded in this document.

8

Deed of Settlement and Release

Execution and date
Executed as a deed.
Date:
Signed, sealed and delivered for and on behalf of Unilife Medical Solutions Limited in the presence of:
Signature Director	Signature of Director
Name of Director (print)	Name of Director (print)
Signed, sealed and delivered by Craig Thorley in the presence of:
Signature of witness	/s/ Craig Thorley Signature of Craig Thorley
Name of witness (print)
Signed, sealed and delivered by Joseph Kaal in the presence of:
Signature of witness	/s/ Joseph Kaal Signature of Joseph Kaal
Name of witness (print)

9

Deed of Settlement and Release

Signed, sealed and delivered by Alan Shortall in the presence of:
/s/ Signature of witness	/s/ Alan Shortall Signature of Alan Shortall
Name of witness (print)
Signed, sealed and delivered by Roger Williamson in the presence of:
/s/ Signature of witness	/s/ Roger Williamson Signature of Roger Williamson
Name of witness (print)

10

EX-10.35

Exhibit 10.35

Deed of Confirmation of Intellectual Property Rights and Confidentiality

Parties

Unilife Medical Solutions Limited ACN 008 071 403 of Level 5, 35 Clarence Street, Sydney in the State of New South Wales (Unilife)

Unitract Syringe Pty Ltd ACN 101 059 723 of Level 5, 35 Clarence Street, Sydney, in the State of New South Wales (Unitract)

Craig Stephen Thorley of [residential address omitted]

Joseph Hermes Kaal of [residential address omitted]

(Thorley and Kaal separately and jointly referred to throughout as the “Inventors’’)

Background

A	The Inventors have previously assigned their rights to and interests in the Patents to Unitract (Original Transfer).
B	Unitract is a wholly owned subsidiary of Unilife.
C	The Inventors have performed and continue to assist Unilife in the development of its extensive portfolio of clinical and prefilled safety syringes based on or using the Patents that are custom designed to meet the injection safety and functionality requirements of the target healthcare, harm reduction and pharmaceutical markets, as the case may be.
D	Unilife and Sanofi Winthrop Industrie (SWIND), a company existing and organised under the laws of France, are currently negotiating (or have already entered into) various agreements in relation to the evaluation, exclusive access to and industrialisation of Unilife’s Ready to Fill Syringe safety syringe technology.
E	In order to assist in the successful finalisation of ongoing negotiations between Unilife and SWIND by ensuring that there are no issues related to the definitive ownership of the IP now existing, Unilife requires the Inventors and the Inventors agree to enter into this Deed.
F	This Deed serves to provide additional consideration to the Inventors for the Original Transfer and acknowledges that the Inventors, as part of the Original Transfer, agreed to the transfer of all title, interest and rights to any and all Intellectual Property Rights existing at the time of the Original Transfer or which may come into existence in the future while in the employ of Unilife.
G	The Inventors agree to enter into this Deed to transfer, now and forevermore, all title, interest and rights to any and all Intellectual Property Rights now existing, pursuant to the terms of this Deed.

Operative provisions

1 Issue of Shares by Unilife

1.1 The Company agrees to provide additional consideration for the Original Transfer to each of the Inventors to be satisfied by the issue of the Shares. The Original Transfer also included an obligation on the Inventors to transfer all Intellectual Property Rights in connection with the Patents, the Products and the Services which may come into existence after the Original Transfer. The Inventors agree to confirm their Original Transfer and the ongoing obligations in respect of such and to be bound by the obligations and the representations set out in this Deed.

1.2 The Shares will be issued by Unilife to each of the Inventors (or their nominees as directed by each of the Inventors) fully paid and free from all encumbrances and together with all rights attaching to them.

1.3 To the extent that there is any legal or regulatory prohibition or restriction on issuing the Shares, Unilife shall have no obligation to issue the Shares to the Inventors until such prohibition or restriction is removed and Unilife has all requisite regulatory and other approvals to issue the Shares.

1.4 The Inventors also acknowledge that any future Intellectual Property Rights developed while they are employed by Unilife will vest in and become the sole property of Unilife.

2 Confirmation of Intellectual Property Rights

2.1 The Inventors acknowledge that all Intellectual Property Rights created by the Inventors in connection with the Patents, the Products and/or the Services and existing as at the date of the Original Transfer were vested in Unitract. In the event that this has not already happened, and to the extent that any Intellectual Property Rights in relation to the Patents, the Products and/or the Services came into existence since the date of the Original Transfer and are currently vested in the Inventors, the Inventors now assign, transfer and convey to Unitract all of their existing Intellectual Property Rights in and to:

2.1.1	the Patents;
2.1.2	the Documentation;
2.1.3	any Improvements;
2.1.4	the Products;

2.1.5 all Intellectual Property Rights arising out of or in connection with the Services; and

2.1.6 any other discoveries, improvements, inventions or copyright works or subject matter as specified in this Deed or including works reproducing or incorporating or utilising any of Unilife’s Confidential Information or Intellectual Property Rights which the Inventors have acquired or received or created in the course of or in connection with the Products or performing the Services.

2.2 The Inventors also acknowledge that all future Intellectual Property Rights arising in relation to or out of the Patents, the Products and/or the Services vest in Unitract on and from creation. In consideration of $1.00 each (the receipt of which is acknowledged), and to the extent such assignment has not already happened, the Inventors now assign, transfer and convey to Unitract all of their future Intellectual Property Rights and vest such in Unitract on creation in and to:

2.2.1	the Patents;
2.2.2	the Documentation;
2.2.3	any Improvements;
2.2.4	the Products;

2

2.2.5 all Intellectual Property Rights arising out of or in connection with the Services; and

2.2.6 any other discoveries, improvements, inventions or copyright works or subject matter as specified in this Deed or including works reproducing or incorporating or utilising any of Unilife’s Confidential Information or Intellectual Property Rights which the Inventors have acquired or received or created or will acquire or receive or create in the course of or in connection with the Products or performing the Services.

2.3 The Inventors agree to execute all documents and do all acts and things required by Unilife or Unitract for the purpose of giving effect to clauses 2.1 and 2.2.

2.4 The Inventors consent to the use by Unitract, Unilife and their assigns of works created by the Inventors in connection with the Products, the Patents and/or the Services whether or not such use would, but for this clause, infringe the Moral Rights of the Inventors.

2.5 The Inventors must fully and promptly disclose to Unilife all future Intellectual Property Rights that come about in connection with the Services or otherwise in relation to the Products, including any Improvements.

3	Warranties and Indemnities
3.1	The Inventors each warrant that:

3.1.1 each invention in each Patent is original and not copied from any other works or material;

3.1.2 each Improvement (if any) is and will in the future be original and not copied from any other works or material;

3.1.3 all of the Documentation is and will in the future be original and not copied from any other works or material;

3.1.4 he has not assigned, transferred, licensed, encumbered or otherwise conveyed any right, title or interest in or to any of the Patents, Improvements or the Documentation to any person or entity other than to Unitract in accordance with the prior agreement between the parties;

3.1.5 he has no agreement(s), relationships(s) or commitment(s) with or to any other person or entity which may conflict with performing the Services or any of his obligations under this Deed;

3.1.6 the Patents, Improvements and the Documentation do not infringe any third party’s Intellectual Property Rights;

3.1.7 he agrees to be bound by the provisions of the constitution of Unilife upon allotment of the Shares;

3.1.8 he is not acquiring the Shares for the purpose of selling them or granting, issuing or transferring interests in, or options over them within 12 months of their date of issue. This confirmation is understood to be a statement by the Inventors of present intention only but not an undertaking not to sell.

3

4 Confidential Information

4.1 The Inventors acknowledge that the Confidential Information is valuable to Unilife and Unitract and the Inventors accept and agree to be bound by the terms of this clause 4.

4.2 Subject to the terms of this Deed, each of the Inventors must:

4.2.1 keep the Confidential Information and any Improvements secret and preserve their confidential nature;

4.2.2 not use the Confidential Information or any Improvements for any purpose other than performing the Services;

4.2.3 not disclose or permit the disclosure of the Confidential Information, except to the extent that disclosure of the Confidential Information is required by law or with Unilife’s prior written consent;

4.2.4 protect the Confidential Information against unauthorised access, use or disclosure;

4.2.5 immediately notify Unilife of any unauthorised access to, use or disclosure of the Confidential Information or any Improvement; and

4.2.6 comply with any reasonable direction from Unilife in relation to the protection of the Confidential Information or the Improvements.

4.3 The Inventors acknowledge that:

4.3.1 the Confidential Information remains and is the property of Unilife or Unitract (as the case may be) at all times; and

4.3.2 this Deed does not convey to the Inventors any proprietary or other interest in the Confidential Information including but not limited to any Intellectual Property Rights in the Confidential Information, the Patents, and/or the Documentation.

4.4	At the request of Unilife, or at the completion of the Services (whichever occurs earlier), the Inventors must immediately deliver up to Unilife all documents and other media containing the Confidential Information (or any part thereof) and the Documentation in their possession, power or control.
5	Release

5.1 The Inventors release each of Unilife and Unitract and their assigns from all Claims which they may have (whether before or after the date of this Deed) in respect of or in relation to the use of the Patents, Improvements and/or Documentation by Unilife, Unitract or their assigns or licensees and/or the production and sale of the Products by Unilife, Unitract or their assigns or licensees.

5.2 The Inventors acknowledge and agree that the release provided in clause 5.1 of this Deed may be pleaded as a bar to any action, suit or proceeding commenced now or taken at any time by any of the Inventors against Unilife or its assigns or licensees or their officers or employees with respect to or in relation to the matters referred to in clause 5.1.

4

6 Restraint Period

Each of the Inventors agree that he will not develop any retractable safety syringe or related product for any person or entity (other than as requested by Unilife) for a period of five (5) years after the date of the last of the Services to be performed by the Inventors and, without limiting this clause 6, acknowledge and agree that all rights and title to and interest in (including the Intellectual Property Rights in and to) any discoveries, improvements, inventions, copyright works or subject matter created in breach of or arising from any actions in breach of this clause 6 will vest in Unitract on creation.

7 Notices

Notices under this Deed may be delivered by hand, by mail or by facsimile to the address set out above or such other address as notified by a party in writing.

8 Miscellaneous

8.1 A party may not assign any of its rights or obligations under this Deed without the prior written consent of the other party.

8.2 This Deed is governed by the law of New South Wales. The parties submit to the non-exclusive jurisdiction of its courts and courts of appeal from them. The parties will not object to the exercise of jurisdiction by those courts on any basis.

8.3 No variation of this Deed will be of any force or effect unless it is in writing and signed by the parties to this deed.

8.4 The fact that a party fails to do, or delays in doing, something the party is entitled to do under this Deed, does not amount to a waiver of any obligation of, or breach of obligation by, another party. A waiver by a party is only effective if it is in writing. A written waiver by a party is only effective in relation to the particular obligation or breach in respect of which it is given. It is not to be taken as an implied waiver of any other obligation or breach or as an implied waiver of that obligation or breach in relation to any other occasion.

9	Definitions and interpretation
9.1	In this Deed the following definitions apply:

Claims means any claims including actions, suits, causes of action, arbitrations, monies, debts, dues, costs, demands, verdicts and judgments either at law or in equity or arising under the provisions of any statute.

Confidential Information means all information provided by Unilife or Unitract to any of the Inventors or otherwise obtained or created by the Inventors, whether obtained before or after execution of this Deed, in connection with the Services, the Products, the Patents, any Improvements or the Documentation in any way relating to Unilife or Unitract, their business, products, customers, suppliers, contractors or employees whether furnished in writing, orally or in physical configuration including, without limitation, the Documentation and all technical data, know-how, concepts, specifications and diagrams, technical drawings, designs, unpublished information regarding products, services and proposed products and services and prototypes and includes, but does not include any information that:

(a) was, and can be demonstrated to have been, known to the Inventors prior to its communication by Unilife or Unitract;

(b) is or comes into the public domain otherwise than through any default of the Inventors or through any disclosure by any person acquiring the same from Unilife or Unitract;

(c) is disclosed to the Inventors by a third party having no obligations of confidence to the Inventors in respect thereof, and has not been disclosed to that third party in consequence of a breach of confidence; or

(d) is developed independently by the Inventors otherwise than as part of the Services and without reference to information disclosed by Unilife or Unitract.

5

Documentation means such existing or future written manuals or information relevant to the Products, Patents, Improvements and/or Services as may be created from time to time by the Inventors including users’ manuals, modification manuals, flow charts, drawings and listings which are designed to assist or supplement the development, understanding or application of the Products.

Improvement means any existing or future development, enhancement or modification of any of the Products, Patents or the Documentation created or contributed to by the Inventors.

Intellectual Property Rights means copyright, know-how, patents, patent applications, designs, eligible circuit layouts and all other intellectual property as defined in Article 2 of the Convention establishing the World Intellectual Property Organisation of July 1967 and any rights in or to any inventions.

Moral Rights means any of the rights described in Article 6bis of the Berne Convention for Protection of Literary and Artistic Works 1886 (as amended and revised from time to time), being ‘droit moral’ or other analogous rights arising under any statute (including the Copyright Act 1968 (Cth)).

Patents means the patents and patent applications specified in the Schedule and, where reference is made to a PCT application, includes all national patents or patent applications anywhere in the world that are derived or arise from that PCT application.

Products means any and all of the extensive portfolio of custom-designed clinical and prefilled safety syringe products of Unilife and Unitract.

Services means all past and future assistance and services provided by the Inventors to Unilife and Unitract in relation to the development of the Products (including all Improvements).

Shares means 2,500,000 fully paid, ordinary shares in Unilife to be issued to each Inventor in accordance with this Deed.

9.2 In the interpretation of this Deed, the following provisions apply unless the context otherwise requires:

9.2.1 headings are inserted for convenience only and do not affect the interpretation of this Deed;

9.2.2 a reference to a clause, part, schedule or attachment is a reference to a clause, part, schedule or attachment of or to this Deed;

9.2.3 an expression importing a natural person includes any company, trust, partnership, joint venture, association, body corporate or governmental agency;

9.2.4 a word which denotes the singular denotes the plural, a word which denotes the plural denotes the singular, and a reference to any gender denotes the other genders; and

9.2.5 where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings.

6

Execution and date
Executed as a deed.
Executed by Unilife Medical Solutions Limited ACN 008 071 403 acting by the following persons or, if the seal is affixed, witnessed by the following persons:
Signature of director	Signature of director/company secretary
Name of director (print)	Name of director/company secretary (print)
Date:
Executed by Unitract Syringe Pty Ltd ACN 101 059 723 acting by the following persons or, if the seal is affixed, witnessed by the following persons:
Signature of director	Signature of director/company secretary
Name of director (print)	Name of director/company secretary (print)
Date:
Signed, sealed and delivered by Craig Stephen Thorley in the presence of:
Signature of witness	/s/ Craig Stephen Thorley Signature of Craig Stephen Thorley
Name of witness (print)
Date:

7

Signed, sealed and delivered by Joseph Hermes Kaal in the presence of:
Signature of witness	/s/ Joseph Hermes Kaal Signature of Joseph Hermes Kaal
Name of witness (print)
Date:

8

Schedule

The Patents

Improved Controlled Retraction Syringe and Plunger, WO2006/119570 (Published 16 November 2006), Application Number PCT/AU2006/000618

Controlled Retraction Syringe and Plunger, WO2006/108243 (Published 19 October 2006), Application Number PCT/AU2006/000516

Syringe Needle Sheath, WO2006/007642 (Published 26 January 2006), Application Number PCT/AU2005/001054

Retractable Syringe With Plunger Disabling System, WO2005/072801 (Published 11 August 2005), Application Number PCT/AU2005/000106

One Use Syringe With Rachet On Plunger And Pawl On Body, WO2005/072797 (Published 11 August 2005), Application Number PCT/AU 2004/000354

Syringe Spring Retainer, WO2004/082747 (Published 30 September 2004), Application Number PCT/AU2004/000354

Single Use Syringe, WO2001/080930 (Published 1 November 2001), Application Number PCT/AU2001/000458

Retractable Syringe, Australian patent 731159 and US patent 6083199 both filed 22 September 1998

Prefilled Retractable Syringe, Plunger And Needle Assembly, WO2009/003234 (Published 8 January 2009), Application Number PCT/AU2008/000971 and Taiwan patent application 97124808 (filed 1 July 2008) and Thailand patent application 0801003413 (filed 2 July 2008)

9

EX-10.36

Exhibit 10.36

Restricted Stock Agreement
under the
Unilife Corporation
2009 Stock Incentive Plan

Grantee: Alan D. Shortall

No. of Shares: 1,166,000

This Agreement (the “Agreement”) evidences the award of 1,166,000 restricted shares (each, an “Award Share,” and collectively, the “Award Shares”) of the common stock of Unilife Corporation, a Delaware corporation (the “Company”), granted to you, Alan D. Shortall, effective as of  _____  (the “Grant Date”), pursuant to the Unilife Corporation 2009 Stock Incentive Plan (the “Plan”) and conditioned upon your agreement to the terms described below. All of the provisions of the Plan are expressly incorporated into this Agreement.

1. Terminology. Unless otherwise provided in this Agreement, capitalized words used herein are defined in the Glossary at the end of this Agreement.

2. Vesting.

(a) All of the Award Shares are nonvested and forfeitable as of the Grant Date.

(b) The table below sets forth the performance milestones (each, a “Performance Milestone”) that apply to the Award Shares. The number of shares set forth opposite each Performance Milestone in the table shall become vested and nonforfeitable upon the successful achievement of that Performance Milestone, as determined by the Administrator, provided that (i) such achievement occurs on or before the fifth anniversary of the Grant Date and (ii) either your Service with the Company is continuous from the Grant Date through the applicable date upon which such achievement occurs or your Service with the Company was terminated by the Company without Cause prior to the achievement of the Performance Milestone. The Performance Milestones, and the number of Award Shares eligible to vest upon the achievement of those milestones, are as follows:

	Number of Award Shares
PERFORMANCE MILESTONES	Eligible to Vest
Signing supply agreements with sanofi-aventis for 100 million or more Unifill Ready to Fill Syringes.	233,200 Shares
First new agreement for Unifill Ready to Fill Syringe with pharmaceutical company other than sanofi-aventis or its affiliates.	233,200 Shares
Agreement with any pharmaceutical company, including sanofi-aventis, for a new product (other than the Unifill Ready to Fill Syringe).	233,200 Shares
Expand business capability by installing the first Unifill Ready to Fill Syringe production line in a clean room in Unilife’s new Pennsylvania facility, including the successful operation qualification (OQ) of the line.	233,200 Shares
First shipment of production quality (PQ), sterile Unifill Ready to Fill Syringes to sanofi-aventis from commercial production line.	233,200 Shares
Total	1,166,000 Shares

(c) All of the Award Shares, to the extent not earlier forfeited, will become vested and nonforfeitable immediately before and contingent upon the occurrence of a Change in Control (notwithstanding whether your Service continues after the Change in Control), upon your death, or upon your ceasing to be employed by the Company by reason of Disability.

(d) All of the Award Shares that have not become vested and nonforfeitable on or before the fifth anniversary of the Grant Date will be immediately forfeited by you at the close of business (of the principal executive offices of the Company) on the fifth anniversary of the Grant Date and transferred to the Company upon such forfeiture for no consideration. Any accrued dividends attributable to such forfeited Award Shares shall also be forfeited if and when the Award Shares are forfeited.

3. Termination of Employment or Service.

(a) If your Service with the Company ceases for any reason other than your death, Disability, or a termination by the Company without Cause, all Award Shares that are not then vested and nonforfeitable will be immediately forfeited by you and transferred to the Company upon such cessation for no consideration. Any accrued dividends attributable to such forfeited Award Shares shall also be forfeited if and when the Award Shares are forfeited.

(b) You acknowledge and agree that upon the forfeiture of any unvested Award Shares in accordance with Section 2(d) or Section 3(a), (i) your right to vote and to receive cash dividends on, and all other rights, title or interest in, to or with respect to, the forfeited Award Shares shall automatically, without further act, terminate and (ii) the forfeited Award Shares shall be returned to the Company. You hereby irrevocably appoint (which appointment is coupled with an interest) the Company as your agent and attorney-in-fact to take any necessary or appropriate action to cause the forfeited Award Shares to be returned to the Company, including without limitation executing and delivering stock powers and instruments of transfer, making endorsements and/or making, initiating or issuing instructions or entitlement orders, all in your name and on your behalf. You hereby ratify and approve all acts done by the Company as such attorney-in-fact. Without limiting the foregoing, you expressly acknowledge and agree that any transfer agent for the Common Stock of the Company is fully authorized and protected in relying on, and shall incur no liability in acting on, any documents, instruments, endorsements, instructions, orders or communications from the Company in connection with the forfeited Award Shares or the transfer thereof, and that any such transfer agent is a third party beneficiary of this Agreement.

4. Restrictions on Transfer.

(a) Before an Award Share becomes vested and nonforfeitable, it may not be sold, assigned, transferred, pledged, hypothecated or disposed of in any way (whether by operation of law or otherwise), except by will or the laws of descent and distribution, and shall not be subject to execution, attachment or similar process.

(b) Unless determined otherwise by the Administrator, for the period that commences upon the date that an Award Share becomes vested and nonforfeitable and ends on the one-year anniversary of that date (the “Holding Period”), the vested Award Share may not be sold, assigned, transferred, pledged, hypothecated or disposed of in any way (whether by operation of law or otherwise), except by will or the laws of descent and distribution, and shall not be subject to execution, attachment or similar process, and you may not enter into a put, call or other transaction to hedge the risk of holding such Award Share; provided, however, that the Holding Period shall expire on the date on which a Change in Control occurs and on the date on which your Service with the Company terminates for any reason. The provisions of this Section 4(b) shall not apply to any Award Share that, in order to satisfy tax withholding obligations that arise in connection with the vesting of the Award Shares granted under this Agreement, is surrendered to the Company or is sold in the open market and the sale proceeds are delivered to the Company.

(c) The Company shall be entitled to place a stop transfer order on the Award Shares until the Holding Period described in Section 4(b) expires. Any attempt to sell, transfer, pledge, assign or otherwise alienate or hypothecate any such Award Shares in contravention of the restrictions set forth in Section 4(a) or Section 4(b) shall be null and void and without effect. The Company shall not be required to (i) transfer on its books any Award Shares that have been sold or transferred in contravention of this Agreement or (ii) treat as the owner of Award Shares, or otherwise accord voting, dividend or liquidation rights to, any transferee to whom Award Shares have been transferred in contravention of this Agreement.

- 2 -

5. Stock Certificates. You are reflected as the owner of record of the Award Shares as of the Grant Date on the Company’s books. The Company or an escrow agent appointed by the Administrator will hold in escrow the share certificates for safekeeping, or the Company may otherwise retain the Award Shares in uncertificated book entry form, until the Award Shares become vested and nonforfeitable and freely transferable. Until the Award Shares become vested and nonforfeitable and the relevant Holding Period has expired, any share certificates representing such shares will include a legend to the effect that you may not sell, assign, transfer, pledge, or hypothecate the Award Shares. Any cash dividends that become payable with respect to an unvested Award Share will be accrued and held by the Company or an escrow agent appointed by the Administrator until the Award Share becomes vested and will be paid to you within fifteen days after the date on which the related Award Share becomes vested. As soon as practicable after vesting of an Award Share and expiration of the relevant Holding Period, the Company will continue to retain the Award Share in uncertificated book entry form but remove the Holding Period restrictions on transfer on its books with respect to that Award Share. Alternatively, upon your request, the Company will deliver a share certificate to you or deliver a share electronically or in certificate form to your designated broker on your behalf, for the vested Award Share.

6. Tax Withholding, Tax Election, and Excise Tax Adjustments.

(a) You hereby agree to make adequate provision for foreign, federal, state and local taxes, including any social tax obligation, required by law to be withheld, if any, which arise in connection with the grant or vesting of the Award Shares. The Company agrees that it will, upon your request, permit you to satisfy, in whole or in part, any withholding tax obligation, including any social tax obligation, which may arise in connection with the grant or vesting of the Award Shares either by electing to have the Company withhold the issuance of, or redeem, Award Shares (other than unvested Award Shares) or by electing to deliver to the Company already-owned, fully vested shares of Common Stock of the Company, in either case having a Fair Market Value equal to the amount necessary to satisfy the statutory minimum withholding amount due. If you do not submit your request pursuant to the immediately preceding sentence on or before the date upon which the withholding obligation arises, the Company shall have the right to deduct from any compensation or any other payment of any kind due you (including withholding the issuance or delivery of shares of Common Stock or redeeming Award Shares) the amount of any federal, state, local or foreign taxes, including any social tax obligation, required by law to be withheld as a result of the grant or vesting of the Award Shares in whole or in part; provided, however, that the value of the shares of Common Stock withheld or redeemed may not exceed the statutory minimum withholding amount required by law. In lieu of such deduction, the Company may require you to make a cash payment to the Company equal to the amount required to be withheld. If you do not make provision for the payment of such taxes when requested, the Company may refuse to issue any Common Stock certificate under this Agreement or may refuse to remove transfer restrictions on any Award Share until arrangements satisfactory to the Committee have been made.

(b) You hereby acknowledge that you have been advised by the Company to seek independent tax advice from your own advisors regarding the availability and advisability of making an election under Section 83(b) of the Code, and that any such election, if made, must be made within 30 days of the Grant Date. You expressly acknowledge that you are solely responsible for filing any such Section 83(b) election with the appropriate governmental authorities, irrespective of the fact that such election is also delivered to the Company. You may not rely on the Company or any of its officers, directors or employees for tax or legal advice regarding this award. You acknowledge that you have sought tax and legal advice from your own advisors regarding this award or have voluntarily and knowingly foregone such consultation.

- 3 -

(c) Excise Tax Adjustments.

(i) Notwithstanding any other provision herein or any provision in an employment, severance, change in control or similar agreement to the contrary, in the event it shall be determined that any payment in the nature of compensation by the Company to you or for your benefit, whether paid, payable, distributed or distributable pursuant to this Agreement or otherwise (including, without limitation, any severance payment or accelerated vesting of stock options or restricted stock granted by the Company) (each, a “Payment” and collectively, the “Total Payments”) would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision) or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to in this Agreement as the “Excise Tax”), then the Total Payments shall be reduced (the “Reduction”) to the minimum extent necessary (but not below zero) so that no portion thereof shall be subject to the Excise Tax; provided, however, that such Reduction shall be made only if, by reason of such Reduction, the net after-tax benefit received by you (or for your benefit) shall exceed the net after-tax benefit that would be received by you (or for your benefit) if no such Reduction was made and you bore the Excise Tax payment liability.

(ii) If a Reduction is required pursuant to the terms of Section 6(c)(i), the Total Payments shall be reduced in the following order: any Payments constituting cash severance shall be reduced first, any other Payments in the nature of cash compensation shall be reduced second, the number or accelerated vesting of outstanding equity awards other than stock options shall be reduced third, and lastly, the number or accelerated vesting of outstanding stock options shall be reduced.

(iii) If it shall be determined that any Payment would be subject to the Excise Tax and applying the Reduction would not result in a greater net after-tax benefit to you than if no such Reduction was made and you bore the Excise Tax payment liability, then you shall be entitled to receive from the Company an additional payment (a “Gross-Up Payment”) in an amount such that after the payment by you of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment, you retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Total Payments. In all events, the Gross-Up Payment, if any, shall be made by no later than the December 31st following the calendar year in which you remit the Excise Tax.

(iv) All determinations required under this Section 6(c), including without limitation whether a Reduction shall be applied, the amount of such Reduction, and/or the amount of any Gross-Up Payment, shall be made by a nationally recognized accounting firm selected by the Company and reasonably acceptable to you (which may be, but will not be required to be, the Company’s independent auditors) and such determinations shall be binding on the Company and you.

7. Adjustments for Corporate Transactions and Other Events.

(a) Stock Dividend, Stock Split and Reverse Stock Split. Upon a stock dividend of, or stock split or reverse stock split affecting, the Common Stock, the number of Award Shares and the number of such Award Shares that are nonvested and forfeitable shall, without further action of the Administrator, be adjusted to reflect such event. The Administrator shall make adjustments, in its discretion, to address the treatment of fractional shares with respect to the Award Shares as a result of the stock dividend, stock split or reverse stock split; provided that such adjustments do not result in the issuance of fractional Award Shares. Adjustments under this Section 7 will be made by the Administrator, whose determination as to what adjustments, if any, will be made and the extent thereof will be final, binding and conclusive.

(b) Binding Nature of Agreement. The terms and conditions of this Agreement shall apply with equal force to any additional and/or substitute securities received by you in exchange for, or by virtue of your ownership of, the Award Shares, to the same extent as the Award Shares with respect to which such additional and/or substitute securities are distributed, whether as a result of any spin-off, stock split-up, stock dividend, stock distribution, other reclassification of the Common Stock of the Company, or similar event, except as otherwise determined by the Administrator. If the Award Shares are converted into or exchanged for, or stockholders of the Company receive by reason of any distribution in total or partial liquidation or pursuant to any merger of the Company or acquisition of its assets, securities of another entity, or other property (including cash), then the rights of the Company under this Agreement shall inure to the benefit of the Company’s successor, and this Agreement shall apply to the securities or other property (including cash) received upon such conversion, exchange or distribution in the same manner and to the same extent as the Award Shares.

- 4 -

8. Non-Guarantee of Employment or Service Relationship. Nothing in the Plan or this Agreement shall alter your employment status or other service relationship with the Company, nor be construed as a contract of employment or service relationship between the Company and you, or as a contractual right of you to continue in the employ of, or in a service relationship with, the Company for any period of time, or as a limitation of the right of the Company to discharge you at any time with or without cause or notice and whether or not such discharge results in the forfeiture of any Award Shares or any other adverse effect on your interests under the Plan or this Agreement.

9. Rights as Stockholder. Except as otherwise provided in this Agreement with respect to the nonvested and forfeitable Award Shares and the payment of dividends thereon, you will possess all incidents of ownership of the Award Shares, including the right to vote the Award Shares and receive dividends and/or other distributions declared on the Award Shares.

10. The Company’s Rights. The existence of the Award Shares shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or other stocks with preference ahead of or convertible into, or otherwise affecting the Common Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of the Company’s assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

11. Notices. All notices and other communications made or given pursuant to this Agreement shall be in writing and shall be sufficiently made or given if hand delivered or mailed by certified mail, addressed to you at the address contained in the records of the Company, or addressed to the Administrator, care of the Company for the attention of its Corporate Secretary at its principal executive office or, if the receiving party consents in advance, transmitted and received via telecopy or via such other electronic transmission mechanism as may be available to the parties.

12. Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the Award Shares granted hereunder. Any oral or written agreements, representations, warranties, written inducements, or other communications made prior to the execution of this Agreement with respect to the Award Shares granted hereunder shall be void and ineffective for all purposes.

13. Amendment. This Agreement may be amended from time to time by the Administrator in its discretion; provided, however, that this Agreement may not be modified in a manner that would have a materially adverse effect on your rights under this Agreement as determined in the discretion of the Administrator, except as provided in the Plan or in a written document signed by each of the parties hereto.

14. Conformity with Plan. This Agreement is intended to conform in all respects with, and is subject to all applicable provisions of, the Plan. Inconsistencies between this Agreement and the Plan shall be resolved in accordance with the terms of the Plan. In the event of any ambiguity in this Agreement or any matters as to which this Agreement is silent, the Plan shall govern. A copy of the Plan is available upon request to the Administrator.

15. Governing Law. The validity, construction and effect of this Agreement, and of any determinations or decisions made by the Administrator relating to this Agreement, and the rights of any and all persons having or claiming to have any interest under this Agreement, shall be determined exclusively in accordance with the laws of the State of Delaware, without regard to its provisions concerning the applicability of laws of other jurisdictions. Any suit with respect hereto will be brought in the federal or state courts in the districts which include the city and state in which the principal executive offices of the Company are located on the date on which the suit arises, and you hereby agree and submit to the personal jurisdiction and venue thereof.

- 5 -

16. Headings. The headings in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

17. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

18. Electronic Delivery of Documents. By your signing this Agreement, you (i) consent to the electronic delivery of this Agreement, all information with respect to the Plan and the Award Shares and any reports of the Company provided generally to the Company’s stockholders; (ii) acknowledge that you may receive from the Company a paper copy of any documents delivered electronically at no cost to you by contacting the Company by telephone or in writing; (iii) further acknowledge that you may revoke your consent to the electronic delivery of documents at any time by notifying the Company of such revoked consent by telephone, postal service or electronic mail; and (iv) further acknowledge that you understand that you are not required to consent to electronic delivery of documents.

19. No Future Entitlement. By your signing this Agreement, you acknowledge and agree that: (i) the grant of these Award Shares is a one-time benefit which does not create any contractual or other right to receive future grants of stock, or compensation in lieu of stock grants, even if stock grants have been granted repeatedly in the past; (ii) all determinations with respect to any such future grants, including, but not limited to, the times when stock grants shall be granted, the maximum number of shares subject to each stock grant, and the times or conditions under which restrictions on such stock grants shall lapse, will be at the sole discretion of the Administrator; (iii) the value of this stock grant is an extraordinary item of compensation which is outside the scope of your employment contract, if any; (iv) the value of this stock grant is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any termination, severance, resignation, redundancy, end of service payments or similar payments, or bonuses, long-service awards, pension or retirement benefits; (v) the vesting of these Award Shares ceases upon termination of employment with the Company or transfer of employment from the Company, or other cessation of eligibility for any reason, except as may otherwise be explicitly provided in this Agreement; (vi) the Company does not guarantee any future value of these Award Shares; and (vii) no claim or entitlement to compensation or damages arises if these Award Shares do not increase in value and you irrevocably release the Company from any such claim that does arise.

20. Personal Data. For the exclusive purpose of implementing, administering and managing this stock grant, you, by signing this Agreement, consent to the collection, receipt, use, retention and transfer, in electronic or other form, of your personal data by and among the Company and its third party vendors. You understand that personal data (including but not limited to, name, home address, telephone number, employee number, employment status, social security number, tax identification number, date of birth, nationality, job and payroll location, data for tax withholding purposes and shares awarded, cancelled, exercised, vested and unvested) may be transferred to third parties assisting in the implementation, administration and management of this stock grant and the Plan and you expressly authorize such transfer as well as the retention, use, and the subsequent transfer of the data by the recipient(s). You understand that these recipients may be located in your country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than your country. You understand that data will be held only as long as is necessary to implement, administer and manage this stock grant. You understand that you may, at any time, request a list with the names and addresses of any potential recipients of the personal data, view data, request additional information about the storage and processing of data, require any necessary amendments to data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Company’s Secretary. You understand, however, that refusing or withdrawing your consent may affect your ability to accept a stock grant.

{Glossary begins on next page}

- 6 -

GLOSSARY

(a) “Administrator” means the Board of Directors of Unilife Corporation or such committee or committees appointed by the Board to administer the Plan.

(b) “Affiliate” means any entity, whether now or hereafter existing, which controls, is controlled by, or is under common control with, Unilife Corporation (including, but not limited to, joint ventures, limited liability companies, and partnerships). For this purpose, “control” shall mean ownership of 50% or more of the total combined voting power or value of all classes of stock or interests of the entity, or the power to direct the management and policies of the entity, by contract or otherwise.

(c) “Cause” means the occurrence of an event that allows the Company to terminate your employment without notice as specified in section 15.3 of the Executive Employment Agreement, dated October 26, 2008, between you and Unilife Medical Solutions Limited or, if there is a successor employment agreement between you and the Company in effect immediately before your termination of Service, then “Cause” shall have the meaning ascribed to such term or words of similar import in such successor employment agreement.

(d) “Change in Control” has the meaning ascribed thereto in the Plan.

(e) “Code” means the Internal Revenue Code of 1986, as amended.

(f) “Company” means Unilife Corporation and its Affiliates, except where the context otherwise requires. For purposes of determining whether a Change in Control has occurred, Company shall mean only Unilife Corporation.

(g) “Disability” means any medically determinable physical or mental impairment that is expected to be permanent in nature and which renders you, in the good faith judgment of the Administrator, unable to perform the essential duties of your position.

(h) “Holding Period” means the period described in Section 4(b) of this Agreement as it is measured from the vesting date of each Award Share.

(i) “Performance Milestone” shall have the meaning set forth in Section 2(b) of this Agreement.

(j) “Service” means your employment with the Company and its Affiliates. Your Service with the Company and its Affiliates will be considered to have ceased if, immediately after a sale, merger or other corporate transaction, the trade, business or entity with which you are employed or otherwise have a service relationship is not Unilife Corporation or its successor, or an Affiliate of Unilife Corporation or its successor.

(k) “You”; “Your”. You means the recipient of the Award Shares as reflected in the first paragraph of this Agreement. Whenever the word “you” or “your” is used in any provision of this Agreement under circumstances where the provision should logically be construed, as determined by the Administrator, to apply to the estate, personal representative, or beneficiary to whom the Award Shares may be transferred by will or by the laws of descent and distribution, the words “you” and “your” shall be deemed to include such person.

{Signature page follows}

- 7 -

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer.

UNILIFE CORPORATION

By:

Date:

The undersigned hereby acknowledges that he/she has carefully read this Agreement and agrees to be bound by all of the provisions set forth herein. The undersigned also consents to electronic delivery of all notices or other information with respect to the Award Shares or the Company.

WITNESS:	GRANTEE
	Date:

Enclosure: Prospectus for the Unilife Corporation 2009 Stock Incentive Plan

- 8 -

IMPORTANT FEDERAL TAX INFORMATION

INSTRUCTIONS REGARDING SECTION 83(b) ELECTIONS

1. The 83(b) Election is irrevocable. The 83(b) Election is a voluntary election that is available to you. It is your decision whether to file an 83(b) Election.

2. If you choose to make an 83(b) Election, the 83(b) Election Form must be filed with the Internal Revenue Service within 30 days of the Grant Date; no exceptions to this deadline are made. You should send the election to the internal revenue service center located at the address to which you send your federal income tax return (IRS form 1040) based on your place of residence. The election should be sent via certified mail with return receipt requested or a delivery service that provides proof of delivery.

3. You must deliver a copy of the 83(b) Election Form to the Corporate Secretary or other designated officer of the Company as soon as practicable after you receive proof that the original was received by the Internal Revenue Service. Irrespective of the fact that a copy of your 83(b) Election Form is to be delivered to the Company, you remain solely responsible for properly filing the original with the Internal Revenue Service.

4. In addition to making the filing under Item 2 above, you must attach a copy of your 83(b) Election Form to your federal tax return for the taxable year that includes the Grant Date. Applicable state law also may require you to attach a copy of the 83(b) Election Form to any state income tax returns that you file for that taxable year.

5. If you make an 83(b) Election and later forfeit the Award Shares, you will not be entitled to a refund of the taxes paid with respect to the gross income you recognized under the 83(b) Election.

6. You must consult your personal tax advisor before making an 83(b) Election. You may not rely on this information, the Company, or any of the Company’s officers, directors, or employees for tax or legal advice regarding the Award Shares or the 83(b) Election. The election form attached to these instructions is intended as a sample only. It must be tailored to your circumstances and may not be relied upon without consultation with a personal tax advisor.

SECTION 83(b) ELECTION FORM

Election Pursuant to Section 83(b) of the Internal Revenue Code to
Include Property in Gross Income in Year of Transfer

The undersigned hereby makes an election pursuant to Section 83(b) of the Internal Revenue Code with respect to the property described below and supplies the following information in accordance with the regulations promulgated thereunder:

1. The name, address, and taxpayer identification number of the undersigned are:

_____  - -_-  _____ 

2. The property with respect to which the election is made is  _____  shares of Common Stock, par value $0.01 per share, of Unilife Corporation, a Delaware corporation (the “Company”).

3. The date on which the property was transferred was  _____, the date on which the taxpayer received the property pursuant to a grant of restricted stock.

4. The taxable year to which this election relates is calendar year 20__.

5. The property is subject to restrictions in that the property is not transferable and is subject to a substantial risk of forfeiture until the taxpayer vests in the property. The taxpayer will vest in the property provided that certain performance milestones set forth in the agreement under which the property was transferred to the taxpayer are satisfied before the fifth anniversary of the transfer date and provided that the taxpayer remains employed with the Company through the date on which the performance milestone is achieved or the taxpayer’s employment is earlier terminated by the Company without cause.

6. The fair market value at the time of transfer (determined without regard to any restrictions other than restrictions which by their terms will never lapse) of the property with respect to which this election is being made is $_____  per share; with a cumulative fair market value of $_____.

7. The taxpayer did not pay any amount for the property transferred.

8. A copy of this statement was furnished to the Corporate Secretary or other designated officer of the Company. The taxpayer rendered services to Unilife Medical Solutions Limited and Unilife Corporation in connection with the transfer of the property with respect to which this election is being made.

9. This election is made to the same effect, and with the same limitations, for purposes of any applicable state statute corresponding to Section 83(b) of the Internal Revenue Code.

The undersigned understands that the foregoing election may not be revoked except with the consent of the Commissioner of Internal Revenue.

Signed:

Date:

Letter for filing §83(b) Election Form

[Date]

CERTIFIED MAIL
RETURN RECEIPT REQUESTED

***Please insert the IRS Service Center where you file your federal income tax return below.***

Internal Revenue Service Center

Re: 83(b) Election of Alan D. Shortall
Social Security Number:                                                             

Dear Sir/Madam:

Enclosed is an election under §83(b) of the Internal Revenue Code of 1986, as amended, with respect to certain shares of stock of Unilife Corporation that were transferred to me on  _____, 20__.

Please file this election.

Sincerely,

Alan D. Shortall

cc: Corporate Secretary of Unilife Corporation

EX-10.37

Exhibit 10.37

Grant No.:                     

Unilife Corporation
Nonstatutory Stock Option Notice

(page 1 of 2)

This Nonstatutory Stock Option Notice (the “Notice”) evidences the award of nonstatutory stock options (each, an “Option” or collectively, the “Options”) that have been granted to you, Alan D. Shortall, subject to and conditioned upon your agreement to the terms of the attached Nonstatutory Stock Option Agreement (the “Agreement”). The Options entitle you to purchase shares of common stock, par value US$0.01 per share (“Shares”), of Unilife Corporation, a Delaware corporation (the “Company”), under the Unilife Corporation 2009 Stock Incentive Plan (the “Plan”). The number of Shares you may purchase and the exercise price at which you may purchase them are specified below. This Notice constitutes part of and is subject to the terms and provisions of the Agreement and the Plan, which are incorporated by reference herein.

Grant Date: [GRANT DATE]

Number of Options: 834,000 Options, each permitting the purchase of one Share.

Exercise Price: US$[PRICE] per Option

Expiration Date: The Options expire at 5:00 p.m. US Eastern Time on the fifth anniversary of the Grant Date (the “Expiration Date”), unless fully exercised or terminated earlier.

Exercisability Schedule: Subject to the terms and conditions described in the Agreement, the Options become vested and exercisable as follows:

• The table below sets forth the performance milestones (each, a “Performance Milestone”) that apply to the Options. The number of Options set forth opposite each Performance Milestone in the table shall become vested and exercisable upon the successful achievement of that Performance Milestone provided that (i) such achievement occurs on or before the fifth anniversary of the Grant Date and (ii) either your Service with the Company is continuous from the Grant Date through the applicable date upon which such achievement occurs or your Service with the Company was terminated by the Company without Cause prior to the achievement of the Performance Milestone.

	Number of
	Options Eligible
Performance Milestones	to Vest
Fair Market Value of one Share of Unilife Corporation common stock, on the Nasdaq Stock Market or other US established securities exchange or market on which the stock may be trading at the time, is US$9.45 or more for a minimum of 20 out of any 30 consecutive trading days	250,000 Options
Fair Market Value of one Share of Unilife Corporation common stock, on the Nasdaq Stock Market or other US established securities exchange or market on which the stock may be trading at the time, is US$12.15 or more for a minimum of 20 out of any 30 consecutive trading days	250,000 Options
Fair Market Value of one Share of Unilife Corporation common stock, on the Nasdaq Stock Market or other US established securities exchange or market on which the stock may be trading at the time, is US$17.82 or more for a minimum of 20 out of any 30 consecutive trading days	334,000 Options
Total	834,000 Options

Grant No.:                     

Unilife Corporation
Nonstatutory Stock Option Notice

(page 2 of 2)

• For purposes of determining whether a Performance Milestone has been satisfied, if the principal trading market for Unilife Corporation equity securities is the ASX, then (i) each Performance Milestone specified above shall be measured by the equivalent of six times the closing sale price of one CHESS Depository Interest of Unilife Corporation on the ASX, as quoted in Australian dollars and converted to US dollars, and (ii) the closing sale price on each of the relevant trading days shall be converted to US dollars using the average Australia-to-US currency exchange spot rate in effect during the relevant period of trading days, as determined by the Administrator.

• All of the Options, to the extent not earlier terminated or forfeited, will become vested and exercisable immediately before and contingent upon the occurrence of a Change in Control (notwithstanding whether your Service continues after the Change in Control), upon your death, or upon your ceasing to be employed by the Company by reason of Disability.

UNILIFE CORPORATION

By:

Date:

I acknowledge that I have carefully read the attached Agreement and the prospectus for the Plan and agree to be bound by all of the provisions set forth in these documents.

OPTIONEE

Alan D. Shortall

Date:

Grant No.:                     

Nonstatutory Stock Option Agreement
under the
Unilife Corporation 2009 Stock Incentive Plan

1. Terminology. Capitalized terms used in this Agreement are defined in the correlating Nonstatutory Stock Option Notice and/or the Glossary at the end of this Agreement.

2. Exercise of Options.

(a) Exercisability. The Options will become exercisable in accordance with the Exercisability Schedule set forth in the Notice.

(b) Right to Exercise. You may exercise the Options, to the extent exercisable, at any time on or before 5:00 p.m. US Eastern Time on the Expiration Date or the earlier termination of the Options, unless otherwise provided under applicable law. Notwithstanding the foregoing, if at any time the Administrator determines that the delivery of Shares under the Plan or this Agreement is or may be unlawful under the laws of any applicable jurisdiction, or US Federal, state or foreign securities laws, the right to exercise the Options or receive Shares pursuant to the Options shall be suspended until the Administrator determines that such delivery is lawful. The Options may be exercised only in multiples of whole Shares and may not be exercised at any one time as to fewer than one hundred Shares (or such lesser number of Shares as to which the Options are then exercisable). No fractional Shares will be issued under the Options.

(c) Exercise Procedure. In order to exercise the Options, you must provide the following items to the Secretary of the Company or his or her delegate before the expiration or termination of the Options:

(i) notice, in such manner and form as the Administrator may require from time to time, specifying the number of Shares to be purchased under the Options;

(ii) full payment of the Exercise Price for the Shares or properly executed, irrevocable instructions, in such manner and form as the Administrator may require from time to time, to effectuate a broker-assisted cashless exercise, each in accordance with Section 2(d) of this Agreement; and

(iii) full payment of applicable withholding taxes pursuant to Section 6 of this Agreement.

An exercise will not be effective until the Secretary of the Company or his or her delegate receives all of the foregoing items, and such exercise otherwise is permitted under and complies with all applicable US Federal, state and foreign securities laws.

(d) Method of Payment. You may pay the Exercise Price by:

(i) delivery of cash, certified or cashier’s check, money order or other cash equivalent acceptable to the Administrator in its discretion;

(ii) a broker-assisted cashless exercise in accordance with Regulation T of the Board of Governors of the Federal Reserve System (or in accordance with the rules of another applicable regulatory body) through a brokerage firm approved by the Administrator;

- 1 -

(iii) tender (via actual delivery or attestation) to the Company of other Shares or CHESS Depository Interests of the Company which have a Fair Market Value on the date of tender equal to the Exercise Price;

(iv) subject to such limits as the Administrator may impose from time to time, net settlement;

(v) any other method approved by the Administrator; or

(vi) any combination of the foregoing.

(e) Issuance of Shares upon Exercise. The Company shall issue to you the Shares underlying the Options you exercise as soon as practicable after the exercise date, subject to the Company’s receipt of the aggregate exercise price and the requisite withholding taxes, if any. Upon issuance of such Shares, the Company may deliver, subject to the provisions of Section 7 below, such Shares on your behalf electronically to the Company’s designated stock plan administrator or such other broker-dealer as the Company may choose at its sole discretion, within reason, or may retain such Shares in uncertificated book-entry form. Any share certificates delivered will, unless the Shares are registered or an exemption from registration is available under applicable federal and state law, bear a legend restricting transferability of such Shares and referencing the Holding Period requirement described at Section 4(b) of this Agreement. If you exercise an Option when CHESS Depository Interests of the Company are listed for trading on the ASX, you may request that the Shares acquired upon exercise be delivered in the form of CHESS Depository Interests.

3. Termination of Service.

(a) Termination of Unexercisable Options. If your Service with the Company ceases for any reason other than your death, Disability, or a termination by the Company without Cause, the Options that are then unexercisable will terminate immediately upon such cessation.

(b) Exercise Period Following Termination of Service. If your Service with the Company ceases for any reason, the Options that are then exercisable will terminate upon the Expiration Date.

4. Restrictions on Transfer.

(a) These Options and, before exercise, the underlying Shares are nontransferable otherwise than by will or the laws of descent and distribution and, during your lifetime, the Options may be exercised only by you or, during the period you are under a legal disability, by your guardian or legal representative. Except as provided above, the Options and, before exercise, the underlying Shares may not be assigned, transferred, pledged, hypothecated, subjected to any “put equivalent position,” “call equivalent position” (as each preceding term is defined by Rule 16(a)-1 under the Securities Exchange Act of 1934), or short position, or disposed of in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process.

(b) Unless determined otherwise by the Administrator, for the period that commences upon the date that an Option becomes vested and exercisable and ends on the one-year anniversary of that date (the “Holding Period”), the Share subject to that Option may not be sold, assigned, transferred, pledged, hypothecated or disposed of in any way (whether by operation of law or otherwise), except by will or the laws of descent and distribution, and shall not be subject to execution, attachment or similar process, and you may not enter into a put, call or other transaction to hedge the risk of holding such Share; provided, however, that the Holding Period shall expire on the date on which a Change in Control occurs and on the date on which your Service with the Company terminates for any reason. The provisions of this Section 4(b) shall not apply to any Share that, in order to pay the exercise price or satisfy tax withholding obligations that arise in connection with the exercise of an Option granted under this Agreement, is surrendered to the Company or is sold in the open market and the sale proceeds are delivered to the Company.

- 2 -

(c) The Company shall be entitled to place a stop transfer order on the Shares until the Holding Period described in Section 4(b) expires. Any attempt to sell, transfer, pledge, assign or otherwise alienate or hypothecate any such Shares in contravention of the restrictions set forth in Section 4(a) or Section 4(b) shall be null and void and without effect. The Company shall not be required to (i) transfer on its books any Shares that have been sold or transferred in contravention of this Agreement or (ii) treat as the owner of Shares, or otherwise accord voting, dividend or liquidation rights to, any transferee to whom Shares have been transferred in contravention of this Agreement.

5. Nonqualified Nature of the Options. The Options are not intended to qualify as incentive stock options within the meaning of Code section 422, and this Agreement shall be so construed. You hereby acknowledge that, upon exercise of the Options, you will recognize compensation income in an amount equal to the excess of the then Fair Market Value of the Shares over the Exercise Price and must comply with the provisions of Section 6 of this Agreement with respect to any tax withholding obligations that arise as a result of such exercise.

6. Tax Withholding and Excise Tax Adjustments.

(a) At the time the Options are exercised, in whole or in part, or at any time thereafter as requested by the Company, you hereby authorize withholding from payroll or any other payment of any kind due to you and otherwise agree to make adequate provision for foreign, federal, state and local taxes required by law to be withheld, if any, which arise in connection with the Options. The Company may require you to make a cash payment to cover any withholding tax obligation as a condition of exercise of the Options or issuance of share certificates representing Shares. The Administrator may, in its sole discretion, permit you to satisfy, in whole or in part, any withholding tax obligation which may arise in connection with the Options either by electing to have the Company withhold from the Shares to be issued upon exercise that number of Shares, or by electing to deliver to the Company already-owned Shares, in either case having a Fair Market Value not in excess of the amount necessary to satisfy the statutory minimum withholding amount due.

(b) Excise Tax Adjustments.

(i) Notwithstanding any other provision herein or any provision in an employment, severance, change in control or similar agreement to the contrary, in the event it shall be determined that any payment in the nature of compensation by the Company to you or for your benefit, whether paid, payable, distributed or distributable pursuant to this Agreement or otherwise (including, without limitation, any severance payment or accelerated vesting of stock options or restricted stock granted by the Company) (each, a “Payment” and collectively, the “Total Payments”) would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision) or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to in this Agreement as the “Excise Tax”), then the Total Payments shall be reduced (the “Reduction”) to the minimum extent necessary (but not below zero) so that no portion thereof shall be subject to the Excise Tax; provided, however, that such Reduction shall be made only if, by reason of such Reduction, the net after-tax benefit received by you (or for your benefit) shall exceed the net after-tax benefit that would be received by you (or for your benefit) if no such Reduction was made and you bore the Excise Tax payment liability.

- 3 -

(ii) If a Reduction is required pursuant to the terms of Section 6(b)(i), the Total Payments shall be reduced in the following order: any Payments constituting cash severance shall be reduced first, any other Payments in the nature of cash compensation shall be reduced second, the number or accelerated vesting of outstanding equity awards other than stock options shall be reduced third, and lastly, the number or accelerated vesting of outstanding stock options shall be reduced.

(iii) If it shall be determined that any Payment would be subject to the Excise Tax and applying the Reduction would not result in a greater net after-tax benefit to you than if no such Reduction was made and you bore the Excise Tax payment liability, then you shall be entitled to receive from the Company an additional payment (a “Gross-Up Payment”) in an amount such that after the payment by you of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment, you retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Total Payments. In all events, the Gross-Up Payment, if any, shall be made by no later than the December 31st following the calendar year in which you remit the Excise Tax.

(iv) All determinations required under this Section 6(b), including without limitation whether a Reduction shall be applied, the amount of such Reduction, and/or the amount of any Gross-Up Payment, shall be made by a nationally recognized accounting firm selected by the Company and reasonably acceptable to you (which may be, but will not be required to be, the Company’s independent auditors) and such determinations shall be binding on the Company and you.

7. Adjustments. The Administrator may make various adjustments to your Options, including adjustments to the number and type of securities subject to the Options and the Exercise Price, in accordance with the terms of the Plan. In the event of any transaction resulting in a Change in Control (as defined in the Plan) of the Company, the outstanding Options will terminate upon the effective time of such Change in Control unless provision is made in connection with the transaction for the continuation or assumption of such Options by, or for the substitution of the equivalent awards of, the surviving or successor entity or a parent thereof. In the event of such termination, you will be permitted, immediately before the Change in Control, to exercise or the outstanding Options.

8. Non-Guarantee of Employment or Service Relationship. Nothing in the Plan or this Agreement will alter your employment status or other service relationship with the Company, nor be construed as a contract of employment or service relationship between you and the Company, or as a contractual right for you to continue in the employ of, or in a service relationship with, the Company for any period of time, or as a limitation of the right of the Company to discharge you at any time with or without cause or notice and whether or not such discharge results in the failure of any of the Options to become exercisable or any other adverse effect on your interests under the Plan or this Agreement.

9. No Rights as a Stockholder. You shall not have any of the rights of a stockholder with respect to the Shares until such Shares have been issued to you upon the due exercise of the Options. No adjustment will be made for dividends or distributions or other rights for which the record date is prior to the date such Shares are issued.

10. The Company’s Rights. The existence of the Options shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or other stocks with preference ahead of or convertible into, or otherwise affecting the Shares or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of the Company’s assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

- 4 -

11. Entire Agreement. This Agreement, together with the correlating Nonstatutory Stock Option Notice and the Plan, contain the entire agreement between you and the Company with respect to the Options. Any oral or written agreements, representations, warranties, written inducements, or other communications made prior to the execution of this Agreement with respect to the Options shall be void and ineffective for all purposes.

12. Amendment. This Agreement may be amended from time to time by the Administrator in its discretion; provided, however, that this Agreement may not be modified in a manner that would have a materially adverse effect on the Options or Shares as determined in the discretion of the Administrator, except as provided in the Plan or in a written document signed by you and the Company.

13. Conformity with Plan. This Agreement is intended to conform in all respects with, and is subject to all applicable provisions of, the Plan. Any conflict between the terms of this Agreement and the Plan shall be resolved in accordance with the terms of the Plan. In the event of any ambiguity in this Agreement or any matters as to which this Agreement is silent, the Plan shall govern. A copy of the Plan is available upon request to the Administrator.

14. Governing Law. The validity, construction and effect of this Agreement, and of any determinations or decisions made by the Administrator relating to this Agreement, and the rights of any and all persons having or claiming to have any interest under this Agreement, shall be determined exclusively in accordance with the laws of the State of Delaware, without regard to its provisions concerning the applicability of laws of other jurisdictions. Any suit with respect hereto will be brought in the federal or state courts in the districts which include the city and state in which the principal executive offices of the Company are located on the date on which the suit arises, and you hereby agree and submit to the personal jurisdiction and venue thereof.

15. Headings. The headings in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

16. Section 409A. This Agreement and the Options granted hereunder are intended to comply with, or otherwise be exempt from, Section 409A of the Code. Nothing in the Plan or this Agreement shall be construed as including any feature for the deferral of compensation other than the deferral of recognition of income until the exercise of the Options. Should any provision of the Plan or this Agreement be found not to comply with, or otherwise be exempt from, the provisions of Section 409A of the Code, it may be modified and given effect, in the sole discretion of the Administrator and without requiring your consent, in such manner as the Administrator determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A of the Code. The foregoing, however, shall not be construed as a guarantee by the Company of any particular tax effect to you.

17. Electronic Delivery of Documents. By your signing the Notice, you (i) consent to the electronic delivery of this Agreement, all information with respect to the Plan and the Options, and any reports of the Company provided generally to the Company’s stockholders; (ii) acknowledge that you may receive from the Company a paper copy of any documents delivered electronically at no cost to you by contacting the Company by telephone or in writing; (iii) further acknowledge that you may revoke your consent to the electronic delivery of documents at any time by notifying the Company of such revoked consent by telephone, postal service or electronic mail; and (iv) further acknowledge that you understand that you are not required to consent to electronic delivery of documents.

- 5 -

18. No Future Entitlement. By execution of the Notice, you acknowledge and agree that: (i) the grant of these Options is a one-time benefit which does not create any contractual or other right to receive future grants of stock options, or compensation in lieu of stock options, even if stock options have been granted repeatedly in the past; (ii) all determinations with respect to any such future grants, including, but not limited to, the times when stock options shall be granted or shall become exercisable, the maximum number of shares subject to each stock option, and the purchase price, will be at the sole discretion of the Administrator; (iii) the value of these Options is an extraordinary item of compensation which is outside the scope of your employment contract, if any; (iv) the value of these Options is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any termination, severance, resignation, redundancy, end of service payments or similar payments, or bonuses, long-service awards, pension or retirement benefits; (v) the vesting of these Options ceases upon termination of employment with the Company or transfer of employment from the Company, or other cessation of eligibility for any reason, except as may otherwise be explicitly provided in this Agreement; (vi) if the underlying Shares do not increase in value, these Options will have no value, nor does the Company guarantee any future value; and (vii) no claim or entitlement to compensation or damages arises if these Options do not increase in value and you irrevocably release the Company from any such claim that does arise.

19. Personal Data. For the exclusive purpose of implementing, administering and managing these Options, you, by execution of the Notice, consent to the collection, receipt, use, retention and transfer, in electronic or other form, of your personal data by and among the Company and its third party vendors. You understand that personal data (including but not limited to, name, home address, telephone number, employee number, employment status, social security number, tax identification number, date of birth, nationality, job and payroll location, data for tax withholding purposes and shares awarded, cancelled, exercised, vested and unvested) may be transferred to third parties assisting in the implementation, administration and management of these Options and the Plan and you expressly authorize such transfer as well as the retention, use, and the subsequent transfer of the data by the recipient(s). You understand that these recipients may be located in your country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than your country. You understand that data will be held only as long as is necessary to implement, administer and manage these Options. You understand that you may, at any time, request a list with the names and addresses of any potential recipients of the personal data, view data, request additional information about the storage and processing of data, require any necessary amendments to data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Company’s Secretary. You understand, however, that refusing or withdrawing your consent may affect your ability to accept a stock option.

{Glossary begins on next page}

- 6 -

GLOSSARY

(a) “Administrator” means the Board of Directors of Unilife Corporation or such committee or committees appointed by the Board to administer the Plan.

(b) “Affiliate” means any entity, whether now or hereafter existing, which controls, is controlled by, or is under common control with, Unilife Corporation (including, but not limited to, joint ventures, limited liability companies, and partnerships). For this purpose, “control” shall mean ownership of 50% or more of the total combined voting power or value of all classes of stock or interests of the entity, or the power to direct the management and policies of the entity, by contract or otherwise.

(c) “ASX” means ASX Limited ACN 008 624 691 or the securities market which it operates, as the context requires.

(d) “Cause” means the occurrence of an event that allows the Company to terminate your employment without notice as specified in section 15.3 of the Executive Employment Agreement, dated October 26, 2008, between you and Unilife Medical Solutions Limited or, if there is a successor employment agreement between you and the Company in effect immediately before your termination of Service, then “Cause” shall have the meaning ascribed to such term or words of similar import in such successor employment agreement.

(e) “Change in Control” has the meaning ascribed thereto in the Plan.

(f) “Code” means the Internal Revenue Code of 1986, as amended.

(g) “Company” means Unilife Corporation and its Affiliates, except where the context otherwise requires. For purposes of determining whether a Change in Control has occurred, Company shall mean only Unilife Corporation.

(h) “Disability” means any medically determinable physical or mental impairment that is expected to be permanent in nature and which renders you, in the good faith judgment of the Administrator, unable to perform the essential duties of your position.

(i) “Fair Market Value” has the meaning ascribed thereto in the Plan.

(j) “Holding Period” means the period described in Section 4(b) of this Agreement as it is measured from the vesting date of each Option.

- 7 -

(k) “Notice” or “Nonstatutory Stock Option Notice” means the Nonstatutory Stock Option Notice evidencing the award of the Options that correlates with and makes up a part of this Agreement.

(l) “Service” means your employment with the Company and its Affiliates. Your Service with the Company and its Affiliates will be considered to have ceased if, immediately after a sale, merger or other corporate transaction, the trade, business or entity with which you are employed or otherwise have a service relationship is not Unilife Corporation or its successor, or an Affiliate of Unilife Corporation or its successor.

(m) “Shares” means shares of common stock of the Company, par value US$0.01 per share.

(n) “You”; “Your”. “You” or “your” means the recipient of the award of Options as reflected on the Notice. Whenever the Agreement refers to “you” under circumstances where the provision should logically be construed, as determined by the Administrator, to apply to your estate, personal representative, or beneficiary to whom the Options may be transferred by will or by the laws of descent and distribution, the word “you” shall be deemed to include such person.

{End of Agreement}

EX-10.38

Exhibit 10.38

MEMBERSHIP INTEREST PURCHASE AGREEMENT

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (the “Agreement”) is entered into as of this 14 day of December, 2009, by and between UNILIFE CROSS FARM LLC, a Delaware limited liability company (“Unilife Cross Farm” or “Seller”) and CROSS FARM, LLC, a Pennsylvania limited liability company (“Keystone Cross Farm” or “Buyer”). Each of Unilife Cross Farm and Buyer are individually referred to in this Agreement as a “Parry,” and collectively as the “Parties.”

WHEREAS, Unilife Cross Farm has purchased and intends to develop the property located at 250 Cross Farm Lane, York, Pennsylvania (the “Property”); and

WHEREAS, as part of the development of the Property, Unilife Cross Farm requires approximately Eighteen Million Dollars ($18,000,000) in financing (the “Financing”) to erect an approximately 170,000 square foot corporate headquarters, office and manufacturing facility (the “Facility”) on the Property; and

WHEREAS, subject to Article VII hereof, Keystone Cross Farm wishes to purchase a one percent (1%) interest in Unilife Cross Farm (the “Minority Interest”).

NOW THEREFORE, in consideration of the foregoing, of the representations and warranties set forth in this Agreement, and of the covenants and agreements contained herein, and intending to be legally bound, the undersigned parties hereby agree as follows:

ARTICLE I
SALE OF MINORITY INTEREST

Subject to the terms and conditions set forth in this Agreement:

1.1 Sale of the Minority Interest. Unilife Cross Farm shall issue the Minority Interest to Keystone Cross Farm upon satisfaction of the terms and conditions contained herein, including the conditions precedent set forth in Article VI.

1.2 Transfer of the Minority Interest. At the Closing (as defined in Article II hereof), Unilife Cross Farm shall issue, sell, convey, assign, transfer and deliver sufficient membership interests to Keystone Cross Farm to comprise the Minority Interest, free and clear of all liens, encumbrances and claims of others whatsoever, and accompanied by an instrument of transfer satisfactory to Keystone Cross Farm.

1.3 Purchase Price. The purchase price for the Minority Interest shall be Ninety Thousand Dollars ($90,000) (the “Purchase Price”). Subject to the satisfaction of the conditions contained in Article VII hereof, at the Closing, Keystone Cross Farm shall deliver the Purchase Price to Unilife Cross Farm in immediately available funds delivered by: (i) wire transfer to a bank or financial institution of Unilife Cross Farm’s choosing, or (ii) at the option of Unilife Cross Farm, delivery of a certified check made payable to the order of Unilife Cross Farm.

1.4 No Guarantees etc. Keystone Cross Farm shall not be required to sign any other contracts, including but not limited to any note, mortgage, loan or guarantee nor shall be it obliged to encumber the Minority Interest in any fashion, whether as part of the Financing or otherwise.

ARTICLE II
CLOSING

The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the law offices of McNees Wallace & Nurick LLC, in Harrisburg, Pennsylvania, ten (10) days after the satisfaction of all of the Conditions Precedent to the Obligation of Seller to Close as more particularly set forth in Article VI herein (the “Closing Date”)

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLER

The Seller hereby makes the following representations and warranties, each of which is true and correct on the date hereof and, unless limited in time below, shall be true and correct on the Closing Date. Each of the Parties acknowledges and agrees that the Seller has not made, nor has any party relied upon, any representation or warranty made by Seller except those expressly provided herein.

3.1 Existence and Qualification. Unilife Cross Farm is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, and is duly qualified to conduct its business in each jurisdiction where the nature of its business or properties requires it to be so qualified. Unilife Cross Farm has the power and authority to own and use its properties, and to transact the business in which it is currently engaged.

3.2 Capitalization. All of the issued and outstanding membership interests of Unilife Cross Farm (the “Outstanding Interests”) are owned by Unilife Corporation. The Outstanding Interests are duly authorized, validly issued, fully paid and non-assessable. There are no outstanding warrants, options, contracts, calls, or other rights of any kind with regard to any authorized and unissued membership interest or any other security of Unilife Cross Farm of any kind. The Outstanding Interests are not certificated.

3.3 Authorization of Agreement and Enforceability. Seller has taken all necessary action to authorize the execution and delivery of this Agreement, the performance by it of all terms and conditions hereof to be performed by it and the consummation of the transactions contemplated hereby. This Agreement constitutes the legal, valid and binding obligation of Seller, enforceable in accordance with its terms.

2

3.4 No Violations; Consents. The execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby will not (with or without the giving of notice or the lapse of time, or both): (i) violate any provision of the Operating Agreement or Certificate of Formation of Seller, (ii) violate or require any consent, authorization or approval of, or exemption by, or filing under any provision of any law, statute, rule or regulation to which Seller is subject, (iii) violate any judgment, order, writ or decree of any court applicable to Seller, (iv) conflict with, result in a breach of, constitute a default under, or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under any contract, agreement or instrument to which Seller is a party or any of its assets is bound or (v) result in the creation or imposition of any encumbrance upon its assets, which violation, conflict, breach, default, acceleration or encumbrance, or the failure to make or obtain such filing, consent, authorization or approval, with respect to the matters specified in clauses (ii) through (v) could, individually or in the aggregate, reasonably be expected to have a material adverse effect on Seller or prevent or delay the consummation of the transactions contemplated by this Agreement.

3.5 Legal Proceedings. There is no claim, action, suit, proceeding, investigation or inquiry pending before any federal, state or other court or governmental or administrative agency or, to Seller’s knowledge, threatened, against Seller or any of Seller’s properties, assets, operations or businesses that might prevent or delay the consummation of the transactions contemplated hereby.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer hereby makes the following representations and warranties, each of which is true and correct on the date hereof and, unless limited in time below, shall be true and correct on the Closing Date. Each of the Parties acknowledges and agrees that the Buyer has not made, nor has any party relied upon, any representation or warranty made by Buyer except for those expressly provided herein,

4.1 Existence and Qualification. Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania, and is duly qualified to conduct its business in each jurisdiction where the nature of its business or properties requires it to be so qualified. Buyer has the power and authority to own and use its properties and to transact the business in which it is engaged.

4.2 Authorization of Agreement and Enforceability. Buyer has taken all necessary action to authorize the execution and delivery of this Agreement, the performance by it of all terms and conditions hereof to be performed by it and the consummation of the transactions contemplated hereby. This Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable in accordance with its terms.

4.3 No Violations; Consents. The execution, delivery and performance by Buyer of this Agreement and the consummation of the transactions contemplated hereby will not (with or without the giving of notice or the lapse of time, or both): (i) violate any provision of the Operating Agreement or Certificate of Formation of Buyer, (ii) violate or require any consent, authorization or approval of, or exemption by, or filing under any provision of any law, statute, rule or regulation to which Buyer is subject, (iii) violate any judgment, order, writ or decree of any court applicable to Buyer, (iv) conflict with, result in a breach of, constitute a default under, or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under any contract, agreement or instrument to which Buyer is a party or any of its assets is bound or (v) result in the creation or imposition of any encumbrance upon its assets, which violation, conflict, breach, default, acceleration or encumbrance, or the failure to make or obtain such filing, consent, authorization or approval, with respect to the matters specified in clauses (ii) through (v) could, individually or in the aggregate, reasonably be expected to have a material adverse effect on Buyer or prevent or delay the consummation of the transactions contemplated by this Agreement.

3

4.4 Legal Proceedings. There is no claim, action, suit, proceeding, investigation or inquiry pending before any federal, state or other court or governmental or administrative agency or, to Buyer’s knowledge, threatened, against Buyer or any of Buyer’s properties, assets, operations or businesses that might prevent or delay the consummation of the transactions contemplated hereby.

4.5 Financial Ability. Buyer has the financial ability to fulfill its obligations under this Agreement.

ARTICLE V
COVENANTS OF THE PARTIES

5.1 Confidentiality. The Parties covenant and agree with one another to hold in confidence all documents and information concerning the other, furnished to it in connection with the transactions contemplated by this Agreement and not otherwise available to it, and agree to use such information only in connection with such transactions. The Parties further agree not to release or disclose such information to any other person, except their respective lenders, prospective investors, outside accountants, attorneys and consultants. If the transactions contemplated by this Agreement shall not be consummated, such confidence shall be maintained for a period of two (2) years and, during such time period, such information shall not be used in competition against the other Parties to this Agreement (except to the extent that such information was previously known to the Parties, as applicable, in the public domain, or later acquired by the Parties, as applicable, from other legitimate sources) and all such documents shall immediately thereafter be returned to the Party furnishing same. Notwithstanding the foregoing, either party shall be permitted to disclose any information or documents to the extent required by law.

5.2 Good Faith Efforts. Each Party shall utilize its respective good faith efforts to carry out the intents and purposes of this Agreement and to cure or correct any unintentional deviations from this Agreement and to accomplish any of the undertakings in this Agreement.

ARTICLE VI
CONDITIONS PRECEDENT TO THE OBLIGATION OF SELLER TO CLOSE

The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to satisfaction of each of the following conditions before or on the Closing Date, subject to the right of Seller to waive any one or more of such conditions:

6.1 Financing. Unilife Cross Farm shall have received commitments for the Financing on or before the 31st day of December, 2009 and closing on the Financing shall have occurred on or before January 31, 2010.

4

6.2 Representations and Warranties of Buyer. The representations and warranties of Buyer contained in this Agreement and in any certificate, exhibit, schedule or other document delivered to Seller pursuant to the provisions of this Agreement or in connection with the transactions contemplated hereby shall be true and correct on and as of the Closing Date as though such representations and warranties were made on the Closing Date.

6.3 Performance of this Agreement. Buyer shall have performed and complied with all agreements and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing.

6.4 Approval by Members. Buyer’s Members shall have approved this Agreement and the transactions contemplated hereby to the extent required by law and by its Operating Agreement.

6.5 Certificate. Buyer shall have delivered to Seller a certificate, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in Sections 6.2, 6.3 and 6.4 of this Agreement. Such certificate or certificates shall be deemed a representation and warranty of Buyer hereunder.

6.6 Approval of Counsel. The validity of the transactions herein contemplated and the form and substance of all instruments, closing documents and other documents or certificates to be delivered by Buyer hereunder shall be reasonably satisfactory to Seller’s counsel.

ARTICLE VII
CONDITIONS PRECEDENT TO THE OBLIGATION OF BUYER TO CLOSE

The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to satisfaction of each of the following conditions on or before the Closing Date, subject to the right of Buyer to waive any one or more of such conditions:

7.1 Representations and Warranties of Seller. The representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made on the Closing Date.

7.2 Performance of this Agreement. Seller shall have performed and complied with all agreements and conditions required by this Agreement to be performed or complied with by Seller prior to or at the Closing.

7.3 Approval by Members. Seller’s members shall have approved this Agreement and the transactions contemplated hereby to the extent required by law and by its Operating Agreement.

7.4 Development Agreement. That certain Development Agreement between Keystone Redevelopment Group, LLC and Seller dated as of the same date herewith (“Development Agreement”) shall be in full force and effect and neither party shall be in breach thereof or has given notice of termination or has reason to terminate said Development Agreement.

5

7.5 Certificate. Seller shall have delivered to Buyer a certificate, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in Sections 7.1, 7.2, 7.3 and 7.4 of this Agreement. Such certificate or certificates shall be deemed a representation and warranty of Seller hereunder.

7.6 Approval of Counsel. The validity of the transactions herein contemplated and the form and substance of all instruments, closing documents and other documents or certificates to be delivered by Seller hereunder shall be reasonably satisfactory to counsel for Buyer.

ARTICLE VIII
CALL PROVISION

8.1 Unilife’s Call. Keystone Cross Farm shall sell, and Unilife Cross Farm shall repurchase, the Minority Interest at any time chosen by Unilife Cross Farm, at its sole discretion, within and no later than five (5) years after the Closing Date, subject to the obligation to accelerate set forth in Section 8.5 hereof (the “Call”).

(a) Unilife Cross Farm shall notify Keystone Cross Farm of the date it elects to perform the Call (the “Call Date”), in the manner prescribed under Section 12.1 herein, no later than thirty (30) days prior to the Call Date.

8.2 Call Transfer of the Minority Interest. On the Call Date, Keystone Cross Farm shall sell, convey, assign, transfer and deliver the Minority Interest to Unilife Cross Farm, free and clear of all liens, encumbrances and claims of others whatsoever, and accompanied by an instrument of transfer reasonably satisfactory to Unilife.

8.3 Call Price. The purchase price of the Minority Interest in connection with the Call (the “Call Price”) shall be determined as follows: The Base Price shall be the Purchase Price. The Base Price shall be increased at the rate of twenty percent (20%) per year on a compounded basis, with this rate increase being pro-rated for time periods of less than one (1) complete calendar year.

8.4 Delivery of the Call Price. On the Call Date, Unilife Cross Farm shall deliver the Call Price to Keystone Cross Farm in immediately available funds delivered by wire transfer to a bank or financial institution of Keystone Cross Farm’s choosing.

8.5 Acceleration of the Call. The Call shall accelerate and occur at the earliest of the occurrence of any of the following:

(a) the date that all or substantially all of the real or personal properly of any of Unilife Cross Farm Unilife Medical Solutions, Inc. (“Unilife”), Unilife Corporation (“UC”) or Unilife Medical Solutions, Ltd. (“Unilife Ltd.”) is levied upon or sold in any judicial proceedings;

(b) the date that a transfer of Unilife Corporation’s interest in Unilife Cross Farm is compelled by court order in any judicial proceeding;

(c) immediately upon the sale of the Facility or Property;

(d) upon a “Change of Control” of Seller, Unilife, UC or Unilife Ltd.; or

(e) upon the breach by Seller of the Development Agreement.

6

For purposes of this Agreement, a “Change of Control” of any entity shall be deemed to occur (i) upon any Change of Control of a nature that would be required to be reported in response to Item 6(e) of Schedule I4A or Item 5.01 of Form 8-K (or any successor provisions thereto) promulgated under the Securities Exchange Act of 1934, as amended and the regulations thereunder (“Exchange Act”); (ii) upon the acquisition by any person or group of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, of twenty-five percent (25%) or more of the combined voting power of an entity’s outstanding securities then entitled to vote generally in the election of directors, excluding however acquisitions by an entity or any of its subsidiaries, or any employee benefit plan sponsored or maintained by an entity, or by a corporation pursuant to a reorganization, merger, consolidation, division or issuance of securities of an entity if the conditions described in clauses (v) (A) and (B) below are satisfied; (iii) if individuals who constitute the board of directors of an entity as of the date of this Agreement (“Incumbent Board”), cease for any reason to constitute at least a majority of the board of directors of an entity during any twenty-four (24) month period; provided, however, that any individual becoming a director subsequent tot the dale of this Agreement whose election, or nomination for election by an entity’s shareholders, was approved by a vote of at least a majority of the directors then comprising the board of directors of an entity shall be considered as though such individual were a member of the Incumbent Board, but excluding for this purpose any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Incumbent Board; (iv) the consummation of a sale of all or substantially all of the assets of an entity or the complete liquidation or dissolution of an entity, in each case, whether directly or indirectly; or (v) upon a reorganization, merger, consolidation, division, or issuance of securities of an entity, in each case unless following such transaction (A) not less than sixty percent (60%) of the outstanding equity securities of an entity resulting from or surviving such transaction and of the combined voting power of the outstanding voting securities of an entity entitled to vote generally in the election of directors is then beneficially owned by the holders of an entity’s common stock immediately prior to such transaction is substantially the same proportions as their ownership immediately prior to such transaction, and (B) at least a majority of the members of the board of directors of the resulting or surviving corporation were members of the Incumbent Board. Notwithstanding the foregoing, any combination (merger, exchange, sale, recapitalization, consolidation, scheme of arrangement or other similar combination) among any of Unilife, Unilife Cross Farm, Unilife, UC, Unilife Ltd. or other entities having common control with the foregoing shall not be considered a Change of Control.

ARTICLE IX
TERMINATION

9.1 Termination by Seller. Seller may terminate this Agreement by giving written notice to Buyer at any time prior to the Closing if a condition to the performance by Seller as more particularly enumerated in Article VI hereunder shall not be fulfilled on or before the date specified for the fulfillment thereof or if a material default under or a material breach of this Agreement shall occur or be made by Buyer and shall remain uncured at the time of the notice.

7

9.2 Termination by Buyer. Buyer may terminate this Agreement by giving written notice to Seller at any time prior to the Closing if a condition to the performance by Buyer as more particularly enumerated in Article VII hereunder shall not be fulfilled on or before the date specified for the fulfillment thereof or if a material default under or a material breach of this Agreement shall occur or be made by Seller and shall remain uncured at the time of the notice.

ARTICLE X
MISCELLANEOUS

10.1 Notices. All notices or other communications which are required or permitted here under shall be in writing and shall be deemed sufficiently given if delivered personally, or sent by registered or certified mail, postage prepaid, to the party for whom intended, addressed as follows:

If to Unilife Cross Farm, to:	Unilife Cross Farm, LLC
	633 Lowther Road
	Lewisberry, PA 17339
	Facsimile # 717-932-9110
If to Keystone Cross Farm, to:	Robert L. Ventresca
	Cross Farm, LLC
	242 Wood Street
	Doylestown, PA 18901
	Facsimile #215-348-7532

All notices shall be deemed to have been given as of the date received if personally delivered, on the time of completion of the telecopy transmission, or three days after the date mailed.

10.2 Entire Agreement. This Agreement contains the entire agreement between the Parties with respect to the transactions contemplated herein and shall not be modified or amended except by an instrument in writing signed by or on behalf of each of the Parties. However, at any time prior to the Closing Date, Seller or Buyer may extend the time for the performance of any obligations or other acts of any of the Parties.

10.3 Assignment. No Party may assign this Agreement, nor any of their respective rights hereunder, without the prior written consent of each of the other Parties.

10.4 Expenses. All Parties shall pay their own expenses incident to the preparation and execution of this Agreement and the consummation of the transactions contemplated hereby.

10.5 No Presumption. The Parties have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.

8

10.6 No Waivers. The failure of either party to seek redress for violation, or to insist upon the strict performance, of any covenant, agreement, provision or condition of this Agreement shall not constitute a waiver thereof and such party shall have all remedies provided for herein or by applicable law with respect to the same or any subsequent act or omission which constitutes such violation or non-performance.

10.7 Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania without giving effect to its conflicts of laws provisions.

10.8 Jurisdiction. This Agreement will be deemed to have been made and delivered in Pennsylvania and each party bound hereby (i) agrees that any suit, action or proceeding arising out of or relating to this Agreement shall be instituted exclusively in the Courts of Common Pleas or in the United States District Courts located in the Commonwealth of Pennsylvania, and (ii) irrevocably consents to the jurisdiction of the County Common Pleas Courts and the United States District Courts located in the Commonwealth of Pennsylvania in any such suit, action or proceeding.

10.9 Severability. If any term, covenant, or condition of this Agreement, shall to any extent, be held invalid or unenforceable, the remainder of this Agreement shall not be affected thereby and each term, covenant, and condition of this Agreement shall be separately valid and enforceable to the fullest extent permitted by law.

10.10 Counterparts. This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

10.11 Headings. The paragraph headings in this Agreement arc for convenience of reference only and shall not be deemed to alter or affect any provisions hereof.

[SIGNATURES APPEAR ON FOLLOWING PAGE]

9

IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties hereto have duly executed this Agreement as of the day and year first above written.

Unilife Cross Farm, LLC
By:	/s/ Alan Shortall
	Printed Name:	Alan Shortall
	Its: CEO
Cross Farm, LLC
By:	/s/ Robert L. Ventresca
	Printed Name:	Robert L. Ventresca
	Its: Manager

10

EX-10.39

Exhibit 10.39

UNILIFE MEDICAL SOLUTIONS

633, Lowther Road

Lewisbury PA

17339 USA

Antony, January 29, 2010

To the attention of Alan Shortall

Dear sir,

This letter is written to you in connection with the two agreements executed on June 30^th 2009, between Unilife Medical Solutions and Sanofi Winthrop Industrie namely the Industrialisation Agreement and the 1^st Amendment to the Exclusive Agreement, hereafter “the Agreements”.

In the Agreements, timelines are inserted in relation to the completion of the project plan and milestones deliverables (Industrialisation Agreement) and to the definition of therapeutic classes for the exclusivity provisions (1^st Amendment to the Exclusive Agreement). The parties intended that those timelines refer to Business Days (i.e., “any day which is not a Saturday, a Sunday or a public holiday, in France, in the United States and/or in Australia”).

Unilife Medical Solutions and Sanofi Winthrop Industrie having further discussed these timelines after the execution of the Agreements and identified the need for some clarification and simplification, this present letter is intended to express and confirm their mutual agreements in relation to such timelines.

Unilife Medical Solutions and Sanofi Winthrop Industrie agree as follows:

• with regard the project plan and milestone deliverables, 60 Business Days shall be considered as the period starting with the Execution Date until September 30^th 2009,

• with regard the definition of therapeutic classes, 120 Business Days for Sanofi Winthrop Industrie to submit a proposal and 60 Business Days necessary for the Parties to agree on the final list, shall be considered as the period starting with the Execution Date until November 30^th 2009, then February 28^th 2010.

For the sake of good order, we would appreciate that you send us back at your earliest convenience the attached copy of the present letter duly dated and signed.

Sincerely yours,

/s/ Valerie Thomas Valerie Thomas

Associate Vice President Legal Industrial Affairs

Date: January 29, 2010

For and on behalf of Unilife Medical Solutions

/s/ Alan Shortall Alan Shortall

CEO

-2-