##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
  Form 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the Fiscal Year Ended
    June 30, 2011ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission File Number
    001-34540
  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.)   250 Cross Farm Lane, York,
    Pennsylvania

17406(Address of principal executive
    offices)

(Zip Code)   Registrants
    telephone number, including area code
    (717) 384-3400
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, par value $0.01 per share

The Nasdaq Stock Market, LLC   Securities registered pursuant to Section 12(g) of the
    Act:
 None
  o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE




---



##### 





UNILIFE
    CORPORATIONFORM 10-K
    FOR THE YEAR ENDED JUNE 30, 2011
    TABLE OF CONTENTS
   
 PagePART IItem 1.

Business


4Item 1A.

Risk Factors


26Item 1B.

Unresolved Staff Comments


34Item 2.

Properties


35Item 3.

Legal Proceedings


35Item 4.

Removed and Reserved


35PART IIItem 5.

Market for Registrants Common Equity, Related Stockholder
    Matters and Issuer Purchases of Equity Securities


35Item 6.

Selected Financial Data


36Item 7.

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


37Item 7A.

Quantitative and Qualitative Disclosures About
    Market Risk


44Item 8.

Financial Statements and Supplementary Data


45Item 9.

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


75Item 9A.

Controls and Procedures


75Item 9B.

Other Information


75PART IIIItem 10.

Directors, Executive Officers and Corporate Governance


75Item 11.

Executive Compensation


75Item 12.

Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


75Item 13.

Certain Relationships and Related Transactions,
    and Director Independence


84Item 14.

Principal Accountant Fees and Services


84PART IVItem 15.

Exhibits and Financial Statement Schedules


84EX-12.1EX-21EX-23.1EX-23.2EX-31.1EX-31.2EX-32.1EX-32.2   2




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##### Table of Contents



Presentation
    of Information
    Form 10-K
      Trademarks,
    Trade Names and Service Marks
  ® ® ®
  Cautionary
    Note Regarding Forward-Looking Information
  Form 10-K
  Form 10-K Form 10-K Form 10-K
  Currencies
  Form 10-K,
 3




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##### Table of Contents



PART I
  Item 1.
    Business  Overview
    ® ready-to-fill
  sub-classes
      ready-to-fill 1 2
     4




---



##### Table of Contents



state-of-the-art
  Market
    Opportunity
  The
    Pharmaceutical Market for Pre-Filled Syringes
  ready-to-fill
  ease-of-use
       5




---



##### Table of Contents



Increased
    Focus on Prevention of Needlestick Injuries
          passive active
     6




---



##### Table of Contents



and/or
  Increasing
    Pharmaceutical Investment in Large-Molecule Drugs
        Patient-Self-Administration
    of Injectable Drugs
     7




---



##### Table of Contents



Our
    Solutions
    Proprietary
    Technology Platforms
    Unifill:
    Prefilled Syringes (Primary Drug Containers) with Integrated
    Safety Features
  ready-to-fill
  ready-to-fill
    Clinical
    (Hypodermic) Syringes
   8




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##### Table of Contents



Self-Injection
    Systems
  Auto-Injectors
  ready-to-fill
  end-of-dose end-of-dose
    Auto-Infusors
      Novel
    Devices for Targeted Organ Delivery
   9




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##### Table of Contents



Business
    Strategy
          
    Proprietary Safety Syringe Technology:  We have
    provisional or issued patents for an extensive portfolio of
    safety syringe technologies that can be applied for use with
    virtually all liquid-stable or lyophilized drugs and vaccines
    that are supplied in a vial, ampoule or prefilled format. We are
    not aware of any other technology platform that incorporates the
    following safety features that are fully integrated within the
    barrel of the syringe:  
    Automatic activation of the safety mechanism upon full dose
    delivery to virtually eliminate the risk of needlestick injuries;
    The ability for operators to control the speed of needle
    retraction directly from the body into the barrel to minimize
    the risk of aerosol (splatter); and
    The automatic locking of the plunger inside the barrel to
    prevent needle re-exposure, device reuse or product tampering.
    Patents for our safety syringe technology extend from 2018 to
    2030 for core features of our Unifill range of prefilled
    syringes across multiple jurisdictions including the United
    States, Europe, Canada, Japan, China and Australia.  
    The Unifill Syringe:  The Unifill syringe is
    the worlds first commercially available and only known,
    prefilled syringe with safety features that are fully integrated
    within the glass barrel. Designed to serve as a primary drug
    container for a range of prefilled drugs and vaccines, the
    Unifill syringe features USP compliant materials in the fluid
    path to support drug compatibility and is supplied for
    integration into fill- 10




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finish lines currently used with conventional prefilled
    syringes. Unlike ancillary safety devices now utilized by
    pharmaceutical companies with their prefilled drugs to comply
    with needlestick prevention laws, the Unifill syringe can
    minimize the packaging, transport and storage costs of a
    pharmaceutical company. Sharing similar steps of use to
    equivalent standard prefilled syringes, the Unifill syringe is
    suitable for use either by healthcare workers or by patients
    that self-administer prescription medication.  
    Diversified Portfolio of Advanced Drug Delivery Systems:The successful development and commercialization of the
    Unifill syringe has given us the operational capabilities,
    expertise and industry credibility to expand our research and
    development activities into a number of other high-value drug
    delivery sectors where we have identified unmet market needs for
    device innovation. In direct response to these unmet needs, we
    have developed a broad and differentiated portfolio of primary
    drug containers with integrated safety features, patient
    self-injection systems and novel organ delivery devices.
    Full Development and Commercial Supply
    Partner:  We have established our operational
    capabilities to serve the device innovation requirements of
    pharmaceutical companies from the clinical development phase of
    pipeline drugs and then throughout their commercial lifecycles.    Our
    Products
  Unifill
    Syringe
  ready-to-fill
    ready-to-fill,
   11




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Unitract
    1mL Syringes
  ready-to-fill
    Pipeline
    Products
    Unifill
    Select
  ready-to-fill ready-for-injection
   12




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Unifill
    EZMix
      Unifill
    Auto-Injectors
  end-of-dose
  best-in-class
    Auto-Infusors
   13




---



##### Table of Contents



Unitract
    Clinical Range
  1 2
    Novel
    Device for Targeted Organ Delivery
    Commercial
    Relationships
  Sanofi
         14




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ready-to-fill ready-to-fill ready-to-fill
        Other
    Pharmaceutical Relationships
  sub-classes
  ready-to-fill
 15




---



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Manufacturing
  state-of-the-art state-of-the-art best-in-class
        and/or
   16




---



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Sales and
    Marketing
                 17




---



##### Table of Contents



Intellectual
    Property
          Document

Patent Number

Application Number

Publication Number

DateUNITRACT 1mL SYRINGEAustralia


PATENT 731159











22 September 2018USA


PATENT 6,083,199







-



22 September 2018IPA






PCT/AU2004/000354



WO 2004/082747Australia


PATENT 2004222676







AU2004222676



19 March 2024Canada






2518360



CA2518360China


PATENT ZL
    200480007595.8







CN1761497 -
    CN100479876



19 March 2024Europe






04721775.7



EP1608421India


PATENT 228410











19 March 2024Japan


PATENT 4652326







JP2006520219 -
    JP04652326



19 March 2024USA






US 10/549,710



US-2006-0235354Taiwan


PATENT 253944







TWI253944



19 March 2024   18




---



##### Table of Contents



Document

Patent Number

Application Number

Publication Number

DateUNITRACT 3mL and 5mL RETRACTABLE SYRINGE with INTERCHANGEABLE
    NEEDLEIPA






PCT/AU2005/000107



WO 2005/072801
    (11.08.2005
)Australia


PATENT 2005209014







AU2005209014



28 January 2025Canada






2554196



CA2554196China


PATENT 731869







CN1929887A



28 January 2025Europe






05700138.0



EP1708772USA






10/587,705



US20080255513Taiwan


PATENT I 290840







TWI290840



28 January 2025IPA






PCT/AU2006/000618



WO 2006/119570
    (16-11-2006
)Australia


PATENT 2006246309







AU2006246309



11 May 2026Canada






2607836



CA2607836PATENT ZLChina


200680016383.5







CN101203258



10 May 2026Europe






06721494.0



EP1879635 (23-01-2008
)India






8880/DELNP/2007USA






11/914,092



20090221962IPA






PCT/AU2010/001504



WO2011/057334   Document

Patent Number

Application Number

Publication Number

DateUNIFILL 1.0mL CONTROLLED RETRACTION
    READY-TO-FILL
    SYRINGEIPA






PCT/AU2006/000516



WO 2006/108243
    (19.10.2006
)Australia


PATENT 2006235224



2010210012



AU2006235224



18 April 2026Canada






2604322



CA2604322China






200680019140.7



CN101203256A
    (18-06-2008
)Europe






06721397.5



EP1868669 (26.12.2007
)India






4637/CHENP/2007Japan






2008-505695



JP2008 535589
    (04-09-2008
)USA






11/911,481



US2009093759IPA






PCT/AU2008/000971



WO 2009/003234 A1
    (08.01.2009
)Australia






2008271920



AU2008271920Canada






CA 2,692,968China






200880021389.0



CN 101730558
    (09-06-2010
)Europe






08757038.8



EP2162173India






7710/CHENP/2009Israel






202736



IL202736Japan






2010-513584



JP2010-531679
    (30.09.2010
)US20110015572-A1USA






12/666448



(20.01.2011
)Taiwan






97124808IPA






PCT/AU2010/001677



WO 2011/075760 A1
    (30.06.2011
)IPA






PCT/AU2011/000515IPA






PCT/AU2010/001505



WO 2011/057335 A1  19




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Government
    Regulation
    FDAs
    Premarket Clearance and Approval Requirements
      510(k)
    Clearance Pathway
      Premarket
    Approval Pathway
   20




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##### Table of Contents



Pervasive
    and Continuing Regulation
    
    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.      
    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
       21




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U.S.-manufactured
    Other
    Regulations
      Competition
    Ready-to-Fill
    (Prefilled Syringes)
  ready-to-fill
 22




---



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ready-to-fill ready-to-fill
  Hypodermic
    Clinical Syringes Used with Vials
    Auto-Injectors
    Subcutaneous
    Pump Infusion Systems
    Research
    and Development
    Employees
   23




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Corporate
    History
      Financial
    Information about Geographical Areas
    Available
    Information
  www.unilife.com Form 10-K, Form 10-Q, Form 8-K, Form 10-K.
  Directors
    and Executive Officers
    Name

Age

PositionSlavko James Joseph Bosnjak


62


Chairman and DirectorAlan Shortall


57


Director and Chief Executive OfficerJohn Lund


45


DirectorWilliam Galle


71


DirectorJeff Carter


53


DirectorMary Katherine Wold


58


DirectorMarc S. Firestone


51


DirectorRamin Mojdehbakhsh


49


Chief Operating Officer and Executive Vice PresidentR. Richard Wieland II


66


Chief Financial Officer and Executive Vice PresidentMark V. Iampietro


58


Vice President of Quality and Regulatory AffairsStephen Allan


37


Vice President of Marketing and CommunicationsJ. Christopher Naftzger


44


Vice President, General Counsel, Corporate Secretary and Chief
    Compliance Officer   Biographical
    Summaries
  Slavko James Joseph Bosnjak.
 24




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##### Table of Contents



Alan Shortall. Medical Device and Diagnostic Industry
  John Lund. E-rewards,
  William Galle.
  Jeff Carter. Coca-Cola
  Mary Katherine Wold.
 25




---



##### Table of Contents



Marc S. Firestone.
  Ramin Mojdehbakhsh.
  R. Richard Wieland II.
  Mark V. Iampietro.
  Stephen Allan.
  J. Christopher
    Naftzger.
  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
 26




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##### Table of Contents



trading price of our shares of common stock could decline
    significantly. Investors should consider the specific risk
    factors discussed below, and the other information contained or
    incorporated by reference herein and the other documents that we
    file from time to time with the Securities and Exchange
    Commission.
  Risks
    Relating to Our Business
  We
    need additional funding to meet our capital needs. Such funding
    may not be available on favorable terms, if at all, and may be
    dilutive to our existing stockholders.
    We
    have received an audit report that includes an explanatory
    paragraph stating that our recurring losses from operations
    raise substantial doubt about our ability to continue as a going
    concern on our 2011 consolidated financial
    statements.
  and/or
  Our
    success depends in large part on our ability to achieve
    substantial commercial sales of the Unifill syringe to
    customers. If we experience problems or delays in securing
    favorable agreements to supply the Unifill syringe to customers,
    our business, including our ability to generate significant
    revenues, will be materially and adversely
    affected.
  and/or
  We
    have recently devoted significant attention and resources
    towards the development of other advanced drug delivery systems.
    We cannot assure you that we will be able to complete the
    development of and successfully commercialize these
    systems.
   27




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##### Table of Contents



We do
    not expect to be profitable unless and until we negotiate
    commercial supply agreements for the Unifill syringe and/or we
    enter into commercial development agreements and commercial
    supply agreements with our pharmaceutical partners for other
    advanced drug delivery systems.
  and/or
  The
    Unifill syringe has been designed to be compatible with the drug
    manufacturing systems currently utilized by Sanofi, 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.
    We may
    encounter difficulties managing our growth, which could
    materially harm our business.
    We
    depend on our executive officers and key personnel and the loss
    of them could adversely affect our business.
   28




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##### Table of Contents



We
    will continue to incur significant costs as a result of being a
    public company in both the United States and
    Australia.
    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.
    If we
    experience interruptions in our manufacturing operations, our
    business will suffer.
    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.
   29




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##### Table of Contents



Disruptions
    in the supply of key raw materials and difficulties in the
    supplier qualification process could adversely impact our
    operations.
    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.
    The
    medical device industry is very competitive.
    We are
    subject to extensive regulation.
  non-U.S. regulatory
    The
    FDA 510(k) clearance or premarket approval processes may impact
    our ability to market and sell our products.
   30




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##### Table of Contents



We may
    face significant uncertainty in the industry due to government
    healthcare reform.
    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.
      Product
    defects could adversely affect the results of our
    operations.
   31




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##### Table of Contents



We may
    be sued for product liability, which could adversely affect our
    business.
    We may
    be unable to protect our intellectual property rights or may
    infringe on the intellectual property rights of
    others.
      
    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;
    redesign those products that use the relevant technology; or
    pay substantial damages which could adversely impact our
    financial condition and ability to execute our business plan and
    operations. 32




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##### Table of Contents



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.
    Impairment
    of our goodwill, which represents a significant portion of our
    total assets, would adversely affect our operating results and
    we may never realize the full value of our
    goodwill.
    Fluctuations
    in foreign currency exchange rates could adversely affect our
    financial condition and results of operations.
    Risk
    Factors Related to Our Shares of Common Stock
  The
    trading price of our shares of common stock may fluctuate
    significantly.
    
    future announcements concerning our business and that of our
    competitors including in particular, the progress of our
    commercial sales for the Unifill syringe and the development
    programs for the other advanced drug delivery devices;
    regulatory developments, enforcement actions bearing on
    advertising, marketing or sales of our current or pipeline
    products;
    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. 33




---



##### Table of Contents



If
    there are substantial sales of our shares of common stock, our
    share price could decline.
      We do
    not intend to pay cash dividends in the foreseeable
    future.
    We may
    be subject to arbitrage risks.
    Our
    certificate of incorporation, bylaws, the Delaware General
    Corporation Law and the terms of our industrialization agreement
    with Sanofi may delay or deter a change of control
    transaction.
  662 3
  Item 1B.
    Unresolved
    Staff Comments   34




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##### Table of Contents



Item 2.
    Properties        Item 3.
    Legal
    Proceedings    Item 4.
    Removed
    and Reserved  PART II
  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities  Market
    Information
      Period

High

Low(US$)

(US$)Fiscal Year 2011:First Quarter


6.30



4.61Second Quarter


6.25



5.24Third Quarter


5.89



4.15Fourth Quarter


5.86



4.24Fiscal Year 2010:First Quarter


7.20



1.62Second Quarter


6.30



4.68Third Quarter


17.90



5.04Fourth Quarter


8.04



5.28   Holders
   35




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##### Table of Contents



Dividends
    Performance
    Graph
    
  Item 6.
    Selected
    Financial Data  Form 10-K. Form 10-K.
  Year Ended June 30,2011


2010


2009


2008


2007(In thousands, except share data)Statements of Operations Data:Revenues(a)

$
6,650


$
11,422


$
19,976


$
3,500


$
2,070Net loss


(40,682
)


(29,748
)


(517
)


(8,537
)


(8,969
)Basic and diluted loss per share


(0.70
)


(0.64
)


(0.02
)


(0.26
)


(0.38
)Balance Sheet Data: 36




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##### Table of Contents



As of June 30,2011


2010


2009


2008


2007Total assets

$
89,478


$
64,817


$
32,212


$
18,499


$
16,926Long-term debt, including current portion


22,687



2,741



3,133



7,209



4,261     (a)
    
    Includes $3.9 million, $8.9 million and
    $16.1 million in connection with our exclusive licensing
    agreement and our industrialization agreement with Sanofi in the
    years ended June 30, 2011, 2010 and 2009, respectively.  Item 7.
    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 financial statements and
    related notes appearing elsewhere in this Annual Report on
    Form 10-K.
    This discussion and analysis includes certain forward-looking
    statements that involve risks, uncertainties and assumptions.
    You should review the Risk Factors section of this
    Annual Report on
    Form 10-K
    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 report. References to our fiscal year refer to
    the fiscal year ending June 30.
  Redomiciliation
    Form 10-K
    Overview
    ready-to-fill
 37




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Recent
    Developments
  Equipment
    Lease Agreement
  ready-to-fill
      Critical
    Accounting Policies and Estimates
    Goodwill
        Share-Based
    Compensation
   38




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##### Table of Contents



Revenue
    Recognition
        Results
    of Operations
    Year Ended June 30,2011


2010


2009(in thousands, except per share data)Revenues:Industrialization fees

$
1,350


$
6,318


$
13,601Licensing fees


2,527



2,566



2,456Product sales and other


2,773



2,538



3,919Total revenues


6,650



11,422



19,976Cost of product sales


2,597



2,471



3,426Gross profit


4,053



8,951



16,550Operating expenses:Research and development


9,631



10,934



2,209Selling, general and administrative


31,571



26,257



13,780Depreciation and amortization


4,009



2,314



915Total operating expenses


45,211



39,505



16,904Operating loss


(41,158
)


(30,554
)


(354
)Interest expense


511



125



249Interest income


(399
)


(1,066
)


(361
)Other (income) expense, net


(588
)


135



275Net loss

$
(40,682
)

$
(29,748
)

$
(517
)Loss per share:Basic and diluted loss per share

$
(0.70
)

$
(0.64
)

$
(0.02
)  39




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##### Table of Contents



Fiscal
    Year 2011 Compared to Fiscal Year 2010
  Revenues.
  Cost of product sales.
  Research and development expenses.
  Selling, general and administrative
    expenses.
  Depreciation and amortization
    expense.
  Interest expense.
  Interest income.
  Other (income) expense.
  Net loss and loss per share.
 40




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##### Table of Contents



Fiscal
    Year 2010 Compared to Fiscal Year 2009
  Revenues.
  Cost of product sales.
  Research and development expenses.
  Selling, general and administrative
    expenses.
  Depreciation and amortization
    expense.
  Interest expense.
  Interest income.
  Other (income) expense.
  Net loss and loss per share.
  Liquidity
    and Capital Resources
   41




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##### Table of Contents



Year Ended June 30,2011

2010

2009(In thousands)Net cash provided by (used in):Operating activities

$
(28,521
)

$
(12,390
)

$
6,795Investing activities


(30,037
)


(18,132
)


(2,912
)Financing activities


53,838



49,488



(3,265
)   Fiscal
    Year 2011 Compared to Fiscal Year 2010
  Net Cash
    Used in Operating Activities
    Net Cash
    Used in Investing Activities
    Net Cash
    Provided by Financing Activities
   42




---



##### Table of Contents



Fiscal
    Year 2010 Compared to Fiscal Year 2009
  Net Cash
    (Used in) Provided by Operating Activities
    Net Cash
    Used in Investing Activities
    Net Cash
    Provided by (Used in) Financing Activities
    Contractual
    Obligations
    Payments Due by PeriodLess Than








More ThanTotal


1 Year


1-3 Years


3-5 Years


5 Years(In thousands)Long-term debt and related interest

$
32,835


$
2,091


$
4,166


$
3,983


$
22,595Capital leases


209



91



93



25



Operating leases


112



60



47



5



Total contractual obligations

$
33,156


$
2,242


$
4,306


$
4,013


$
22,595     Off-Balance
    Sheet Arrangements
    Recently
    Issued Accounting Pronouncements
  2010-17, No. 08-9). 2010-17). 2010-17 2010-17
  2011-05, 2011-05). 2011-05 2011-05
 43




---



##### Table of Contents



2011-05
  Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk    Interest
    Rate Risk
    Foreign
    Currency Exchange Rate Fluctuations
  non-U.S. entities non-U.S. entities
 44




---



##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data  INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
  PageAudited Consolidated Financial StatementsManagements Report on Internal Control Over
    Financial Reporting


46Reports of Independent Registered Public
    Accounting Firms


47Consolidated Balance Sheets as of June 30,
    2011 and 2010


50Consolidated Statements of Operations for the
    years ended June 30, 2011, 2010 and 2009


51Consolidated Statements of Stockholders
    Equity and Comprehensive Loss for the years ended June 30,
    2011, 2010 and 2009


52Consolidated Statements of Cash Flows for the
    years ended June 30, 2011, 2010 and 2009


53Notes to Consolidated Financial Statements


54  45




---



##### Table of Contents



Managements
    Report on Internal Control Over Financial Reporting  Rules 13a-15(f) 15d-15(f)
  Internal
    Control-Integrated Framework
    
     
     
      46




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm     Internal
    Control-Integrated Framework
        Internal Control-Integrated Framework
    
    47




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
             Internal Control-Integrated Framework
  
    48




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
            
    49




---



##### Table of Contents



UNILIFE
    CORPORATION AND SUBSIDIARIES
  Consolidated Balance Sheets
  June 30,2011


2010(In thousands, exceptshare data)ASSETSCurrent Assets:Cash and cash equivalents

$
17,910


$
20,750Restricted cash


2,400



Accounts receivable


13



1,556Inventories


626



797Prepaid expenses and other current assets


381



637Total current assets


21,330



23,740Property, plant and equipment, net


54,020



29,972Goodwill


13,265



10,792Intangible assets, net


42



40Other assets


821



273Total assets

$
89,478


$
64,817LIABILITIES AND STOCKHOLDERS EQUITYCurrent Liabilities:Accounts payable

$
2,405


$
6,044Accrued expenses


2,696



2,911Current portion of long-term debt


2,274



1,648Deferred revenue


2,706



2,188Total current liabilities


10,081



12,791Long-term debt, less current portion


20,413



1,093Deferred revenue


5,412



6,563Total liabilities


35,906



20,447Commitments and Contingencies (Note 8)Stockholders Equity:Preferred stock, $0.01 par value, 50,000,000 shares
    authorized as of June 30, 2011; none issued or outstanding
    as of June 30, 2011 and 2010






Common stock, $0.01 par value, 250,000,000 shares
    authorized as of June 30, 2011; 63,924,403 and
    54,761,848 shares issued, and 63,905,053 and
    54,761,848 shares outstanding as of June 30, 2011 and
    2010, respectively


639



548Additional
    paid-in-capital


169,590



122,397Accumulated deficit


(120,332
)


(79,650
)Accumulated other comprehensive income


3,775



1,075Treasury stock, at cost, 19,350 shares as of June 30,
    2011


(100
)


Total stockholders equity


53,572



44,370Total liabilities and stockholders equity

$
89,478


$
64,817    50




---



##### Table of Contents



UNILIFE
    CORPORATION AND SUBSIDIARIES
  Consolidated Statements of
    Operations
  Year Ended June 30,2011


2010


2009(In thousands, except share data)Revenues:Industrialization fees

$
1,350


$
6,318


$
13,601Licensing fees


2,527



2,566



2,456Product sales and other


2,773



2,538



3,919Total revenues


6,650



11,422



19,976Cost of product sales


2,597



2,471



3,426Gross profit


4,053



8,951



16,550Operating expenses:Research and development


9,631



10,934



2,209Selling, general and administrative


31,571



26,257



13,780Depreciation and amortization


4,009



2,314



915Total operating expenses


45,211



39,505



16,904Operating loss


(41,158
)


(30,554
)


(354
)Interest expense


511



125



249Interest income


(399
)


(1,066
)


(361
)Other (income) expense, net


(588
)


135



275Net loss

$
(40,682
)

$
(29,748
)

$
(517
)Loss per share:Basic and diluted loss per share

$
(0.70
)

$
(0.64
)

$
(0.02
)    51




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##### Table of Contents



UNILIFE
    CORPORATION AND SUBSIDIARIES
  Consolidated Statements of Stockholders
    Equity and Comprehensive Loss
  AccumulatedAdditional-





OtherCommon Stock


Paid-In


Accumulated


Comprehensive


TreasuryShares


Amount


Capital


Deficit


Income


Stock


Total(In thousands, except share data)Balance as of July 1, 2008


34,295,718


$
343


$
53,835


$
(49,385
)

$
4,714


$



$
9,507Comprehensive loss:Net loss














(517
)










(517
)Foreign currency translation


















(1,854
)






(1,854
)Comprehensive loss


























(2,371
)Issuance of options and warrants to purchase common stock










3,059















3,059Issuance of common stock upon exercise of stock options


97,532



1



37















38Issuance of common stock upon conversion of convertible notes


520,000



5



616















621Issuance 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















457Grant of common stock to employee


1,666,667



17



(17
)














Balance as of June 30, 2009


36,625,802



366



57,987



(49,902
)


2,860







11,311Comprehensive loss:Net loss














(29,748
)










(29,748
)Foreign currency translation


















(1,785
)






(1,785
)Comprehensive loss


























(31,533
)Issuance of options and warrants to purchase common stock










3,463















3,463Issuance of restricted stock


1,818,000



18



2,236















2,254Issuance of common stock in connection with private placement
    and share purchase plan, net of issuance costs


10,544,961



106



47,011















47,117Issuance of common stock upon exercise of stock options


1,606,419



17



2,332















2,349Issuance of common stock to employees


833,333



8



4,331















4,339Issuance of common stock to former shareholders of Unitract
    Syringe Pty Limited


3,333,333



33



5,037















5,070Balance as of June 30, 2010


54,761,848



548



122,397



(79,650
)


1,075







44,370Comprehensive loss:Net loss














(40,682
)










(40,682
)Foreign currency translation


















2,700







2,700Comprehensive loss


























(37,982
)Issuance of options and warrants to purchase common stock










4,071















4,071Issuance of restricted stock, net of forfeitures


420,000



4



6,442















6,446Issuance of common stock in connection with private placement
    and share purchase plan, net of issuance costs


7,048,373



70



33,361















33,431Issuance of common stock upon exercise of stock options


1,670,998



17



3,193















3,210Issuance of common stock to employees


23,184







126















126Purchase of treasury stock






















(100
)


(100
)Balance as of June 30, 2011


63,924,403


$
639


$
169,590


$
(120,332
)

$
3,775


$
(100
)

$
53,572    52




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##### Table of Contents



UNILIFE
    CORPORATION AND SUBSIDIARIES
  Consolidated Statements of Cash
    Flows
  Year Ended June 30,2011


2010


2009(In thousands, except share data)Cash flows from operating activities:Net loss

$
(40,682
)

$
(29,748
)

$
(517
)Adjustments to reconcile net loss to net cash (used in) provided
    by operating activities:Depreciation and amortization


3,482



2,314



915Loss on disposal of property, plant and equipment


527







5Share-based compensation expense


9,022



10,056



3,059Changes in assets and liabilities:Accounts receivable


1,739



5,852



(6,172
)Inventories


176



302



(40
)Prepaid expenses and other current assets


266



(385
)


(126
)Other assets


(552
)


270



(232
)Accounts payable


(515
)


863



586Accrued expenses


543



656



(506
)Deferred revenue


(2,527
)


(2,570
)


9,823Net cash (used in) provided by operating activities


(28,521
)


(12,390
)


6,795Cash flows from investing activities:Purchases of property, plant and equipment


(30,037
)


(17,562
)


(2,926
)Proceeds from the sale of property, plant and equipment










14Purchases of certificates of deposit






(9,106
)


Proceeds from the redemption of certificates of deposit






8,536



Net cash used in investing activities


(30,037
)


(18,132
)


(2,912
)Cash flows from financing activities:Proceeds from the issuance of common stock, net of issuance costs


33,431



47,117



Proceeds from the exercise of options to purchase common stock


3,210



2,349



38Proceeds from the issuance of long-term debt


20,190







88Principal payments on long-term debt and capital lease agreements


(493
)


(411
)


(3,391
)Proceeds from the issuance of note payable


6,900







Principal payments on note payable


(6,900
)






Purchase of treasury stock


(100
)






(Increase) decrease in restricted cash


(2,400
)


433



Net cash provided by (used in) financing activities


53,838



49,488



(3,265
)Effect of exchange rate changes on cash


1,880



(1,843
)


122Net (decrease) increase in cash and cash equivalents


(2,840
)


17,123



740Cash and cash equivalents at beginning of year


20,750



3,627



2,887Cash and cash equivalents at end of year

$
17,910


$
20,750


$
3,627Supplemental disclosure of cash flow informationCash paid for interest

$
514


$
135


$
183Supplemental disclosure of non-cash activitiesPurchases of property, plant and equipment in accounts payable
    and accrued expenses

$
1,143


$
5,051


$
Purchases of property, plant and equipment pursuant to capital
    lease agreements

$
249


$



$
Issuance of common stock to former shareholders of Unitract
    Syringe Pty Limited

$



$
5,070


$
Purchases of property, plant and equipment through the issuance
    of warrants

$
1,621


$



$
    53




---



##### Table of Contents



UNILIFE
    CORPORATION AND SUBSIDIARIES
  Notes
    to Consolidated Financial Statements
  1.
    Description
    of Business    2.
    Liquidity          3.
    Summary
    of Significant Accounting Policies  Principles
    of Consolidation
     54




---



##### Table of Contents



UNILIFE
    CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
        Use of
    Estimates
    Cash
    and Cash Equivalents
    Accounts
    Receivable
    Inventories
    June 30,2011


2010(In thousands)Raw materials

$
387


$
649Work in process


210



148Finished goods


29



Total inventories

$
626


$
797  55




---



##### Table of Contents



UNILIFE
    CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Property,
    Plant and Equipment
      Asset Category

Useful LivesBuilding

40 yearsMachinery and equipment

2 to 15 yearsComputer software

3 to 7 yearsFurniture and fixtures

7 yearsLeasehold improvements

Shorter of leasehold improvement life or remaining term of lease       Goodwill
    and Intangible Assets
      Deferred
    Financing Costs
   56




---



##### Table of Contents



UNILIFE
    CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Income
    Taxes
      Fair
    Value of Financial Instruments
    Share-Based
    Compensation
    Foreign
    Currency Translation
   57




---



##### Table of Contents



UNILIFE
    CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Comprehensive
    Income (Loss)
    Revenue
    Recognition
        Advertising
    Costs
    Research
    and Development Costs
    Earnings
    (Loss) Per Share
     58




---



##### Table of Contents



UNILIFE
    CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Government
    Grants
    Business
    Segments
    Years Ended June 30,2011


2010


2009(In thousands)Domestic

$
2,773


$
2,538


$
3,919International


3,877



8,884



16,057$
6,650


$
11,422


$
19,976   Reclassifications
      Year Ended June 30,2010

2009(In thousands)Research and development  as reported

$
8,495


$
1,048Research and development  as adjusted

$
10,934


$
2,209Selling, general and administrative  as reported

$
28,696


$
14,941Selling, general and administrative  as adjusted

$
26,257


$
13,780   Recently
    Issued Accounting Pronouncements
  2010-17, No. 08-9) 2010-17). 2010-17 2010-17
  2011-05, 2011-05). 2011-05
 59




---



##### Table of Contents



UNILIFE
    CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  2011-05 2011-05
  4.
    Equity
    Transactions and Share-Based Compensation              Stock
    Options and Warrants
     60




---



##### Table of Contents



UNILIFE
    CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
                   61




---



##### Table of Contents



UNILIFE
    CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
          WeightedWeighted


AverageAverage


Remaining


AggregateNumber of


Exercise


Contractual Life


IntrinsicOptions


Price


(In Years)


Value(In thousands)Outstanding as of July 1, 2010


4,058,701


$
3.70Granted


1,493,517



5.57Exercised


(573,031
)


2.14Cancelled


(279,976
)


3.86Outstanding as of June 30, 2011


4,699,211


$
4.48



4.1


$
5,455Exercisable as of June 30, 2011


2,044,169


$
2.64



2.2


$
5,072     WeightedWeighted


AverageNumber of


Average


Remaining


AggregateOptions and


Exercise


Contractual Life


IntrinsicWarrants


Price


(In Years)


Value(In thousands)Outstanding as of July 1, 2010


6,355,642


$
7.15Granted


2,868,934



9.28Exercised


(1,097,967
)


2.07Outstanding as of June 30, 2011


8,126,609


$
8.59



2.2


$
1,759Exercisable as of June 30, 2011


7,126,609


$
8.85



2.0


$
1,759   in-the-money
 62




---



##### Table of Contents



UNILIFE
    CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
          Outstanding Options


Exercisable OptionsWeighted








WeightedOutstanding


Weighted


Average


Exercisable


Weighted


Averageas of


Average


Remaining


as of


Average


RemainingJune 30,


Exercise


Contractual


June 30,


Exercise


ContractualRange of Exercise Prices

2011


Price


Life (In Years)


2011


Price


Life (In Years)$0.00  $2.10


1,733,337


$
2.08



2.0



1,666,667


$
2.09



1.9$2.11  $4.85


475,000



3.88



6.4



179,167



2.76



3.1$4.86  $7.63


2,490,874



6.26



5.2



198,335



7.20



3.74,699,211


$
4.48



4.1



2,044,169


$
2.64



2.2     Outstanding Options


Exercisable OptionsWeighted








WeightedOutstanding


Weighted


Average


Exercisable


Weighted


Averageas of


Average


Remaining


as of


Average


RemainingJune 30,


Exercise


Contractual


June 30,


Exercise


ContractualRange of Exercise Prices

2011


Price


Life (In Years)


2011


Price


Life (In Years)$0.00  $2.10


535,245


$
1.88



1.2



535,245


$
1.88



1.2$2.11  $6.71


2,176,662



5.90



3.3



1,176,662



5.19



3.0$6.72  $12.72


5,414,702



10.33



1.8



5,414,702



10.33



1.88,126,609


$
8.59



2.2



7,126,609


$
8.85



2.0    63




---



##### Table of Contents



UNILIFE
    CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Period FromPeriod From

July 1,Year Ended

January 27, 2010 to

2009 to

Year EndedJune 30,

June 30,

January 26,

June 30,2011

2010

2010

2009Number of stock options granted


2,093,517



1,144,000



1,383,333



3,850,000Expected dividend yield


0
%


0
%


0
%


0
%Risk-free interest rate


1.96
%


2.35
%


4.10
%


4.76
%Expected volatility


59
%


60
%


79
%


80
%Expected life (in years)


5.15



3.99



4.23



4.4         Restricted
    Stock
     64




---



##### Table of Contents



UNILIFE
    CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
              Number of


Weighted AverageRestricted Stock


Grant Date FairAwards


ValueUnvested as of July 1, 2010


1,818,000


$
6.40Granted


470,000



5.24Vested


(281,000
)


6.07Forfeited


(50,000
)


5.46Unvested as of June 30 2011


1,957,000


$
6.19   Grants
    of Common Stock to Employees
       65




---



##### Table of Contents



UNILIFE
    CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  5.
    Property,
    Plant and Equipment and
    Construction-in-Progress    June 30,2011


2010(In thousands)Building

$
31,866


$
Machinery and equipment


16,130



10,848Computer software


2,457



528Furniture and fixtures


323



737Construction in progress


5,734



18,560Land


2,036



2,036Leasehold improvements






1,02658,546



33,735Less: accumulated depreciation and amortization


(4,526
)


(3,763
)Property, plant and equipment, net

$
54,020


$
29,972     6.
    Goodwill
    and Intangible Assets    (In thousands)Balance as of July 1, 2009

$
10,235Foreign currency translation


557Balance as of June 30, 2010


10,792Foreign currency translation


2,473Balance as of June 30, 2011

$
13,265     7.
    Accrued
    Expenses    June 30,2011


2010(In thousands)Accrued payroll and other employee related expenses

$
1,737


$
1,405Accrued machinery and equipment costs


231



Accrued construction costs related to the new manufacturing
    facility






1,003Accrued other


728



503Total accrued expenses

$
2,696


$
2,911  66




---



##### Table of Contents



UNILIFE
    CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  8.
    Commitments
    and Contingencies    For the Year Ending June 30,(In thousands)2012

$
602013


332014


142015


32016


2$
112       9.
    Long-Term
    Debt    June 30,2011


2010(In thousands)Mortgage loans

$
17,940


$
Bank term loans


2,095



2,393Commonwealth of Pennsylvania financing authority loan


2,227



Commonwealth of Pennsylvania assisted machinery loans


237



332Other


188



1622,687



2,741Less: current portion of long-term debt


2,274



1,648Total long-term debt

$
20,413


$
1,093   Mortgage
    Loans
     67




---



##### Table of Contents



UNILIFE
    CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
        Bank
    Term Loans
    Commonwealth
    of Pennsylvania Financing Authority Loan
    Commonwealth
    of Pennsylvania Assisted Machinery Loans
   68




---



##### Table of Contents



UNILIFE
    CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    For the Year Ending June 30,(In thousands)2012

$
1,1212013


1,1472014


1,1542015


1,1142016


1,152Thereafter


16,999$
22,687   10.
    Loss Per
    Share    Year Ended June 30,2011


2010


2009(In thousands, except share and per share data)NumeratorNet loss

$
(40,682
)

$
(29,748
)

$
(517
)DenominatorWeighted average number of shares used to compute basic loss per
    share


57,891,024



46,837,066



34,426,353Effect of dilutive options to purchase common stock










Weighted average number of shares used to compute diluted loss
    per share


57,891,024



46,837,066



34,426,353Basic and diluted loss per share

$
(0.70
)

$
(0.64
)

$
(0.02
)      69




---



##### Table of Contents



UNILIFE
    CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  11.
    Income
    Taxes    Years Ended June 30,2011


2010


2009(In thousands)Domestic

$
(41,529
)

$
(26,773
)

$
(1,448
)International


847



(2,975
)


931$
(40,682
)

$
(29,748
)

$
(517
)   Tax
    Rate Reconciliation
    Year Ended June 30,2011


2010


2009Current


Deferred


Total


Current


Deferred


Total


Current


Deferred


Total(In thousands)U.S. Federal

$



$
(13,907
)

$
(13,907
)

$



$
(8,692
)

$
(8,692
)

$



$
(1,070
)

$
(1,070
)State






(4,086
)


(4,086
)






(2,554
)


(2,554
)






(339
)


(339
)International






279



279







553



553







(663
)


(663
)Changes in valuation allowance






17,714



17,714







10,693



10,693







2,072



2,072Income tax provision

$



$



$



$



$



$



$



$



$
     Year Ended June 30,2011


2010


2009Tax at U.S. statutory rate


(35
)%


(35
)%


(35
)%State taxes, net of federal benefit


(10
)%


(9
)%


(11
)%Non-deductible and non-taxable items


1
%


7
%


2
%Change in valuation allowance


44
%


37
%


44
%0
%


0
%


0
%  70




---



##### Table of Contents



UNILIFE
    CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Significant
    Components of Deferred Taxes
    June 30,2011


2010(In thousands)Net operating loss carryforwards

$
31,572


$
15,640Share-based compensation expense


5,984



2,038Deferred revenue


2,435



2,625Depreciation differences


(677
)


(190
)Valuation allowance


(39,314
)


(20,113
)Net deferred taxes

$



$
         740-10.
 71




---



##### Table of Contents



UNILIFE
    CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    12.
    Employee
    Benefit Plan    13.
    Business
    Alliances  Sanofi
  ready-to-fill
      sub-classes sub-classes
  Stason
    Pharmaceuticals
   72




---



##### Table of Contents



UNILIFE
    CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  14.
    Financial
    Instruments    June 30, 2011

June 30, 2010Carrying

Estimated

Carrying

EstimatedAmount

Fair Value

Amount

Fair Value(In thousands)Assets :Cash equivalents  certificates of deposit

$
1,000


$
1,000


$
18,629


$
18,629       Level 1
  Level 2
  Level 3
      Fair Value Based OnQuoted MarketPrices in Active

Significant

SignificantMarkets for

Other

Unobservable

TotalIdentical Assets

Observable Inputs

Inputs

Fair Value(Level 1)

(Level 2)

(Level 3)

Measurements(In thousands)Cash equivalents  certificates of deposit
    (June 30, 2011)

$



$
1,000


$



$
1,000Cash equivalents  certificates of deposit
    (June 30, 2010)

$



$
18,629


$



$
18,629  73




---



##### Table of Contents



UNILIFE
    CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  15.
    Quarterly
    Results  (unaudited)  Quarter Ended

Quarter Ended

Quarter Ended

Quarter EndedSeptember 30, 2010

December 31, 2010

March 31, 2011

June 30, 2011(In thousands, except per share data)Year Ended June 30, 2011Revenues

$
3,543


$
1,762


$
650


$
695Gross profit


2,368



938



200



547Net loss


(7,246
)


(10,358
)


(12,533
)


(10,545
)Basic and diluted loss per share

$
(0.14
)

$
(0.19
)

$
(0.20
)

$
(0.17
)   Quarter Ended

Quarter Ended

Quarter Ended

Quarter EndedSeptember 30, 2009

December 31, 2009

March 31, 2010

June 30, 2010(In thousands, except per share data)Year Ended June 30, 2010Revenues

$
3,108


$
3,245


$
2,417


$
2,652Gross profit


2,279



2,771



1,885



2,016Net loss


(2,064
)


(5,915
)


(12,064
)


(9,705
)Basic and diluted loss per share

$
(0.06
)

$
(0.13
)

$
(0.23
)

$
(0.18
)     16.
    Subsequent
    Events  ready-to-fill
     74




---



##### Table of Contents



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Disclosure
    Controls and Procedures
  Rules 13a-15(e) 15d-15(e) Form 10-K.
  Form 10-K.
  Changes
    in Internal Control
  Rules 13a-15(f)
  Item 9B.
    Other
    Information    PART III
  Item 10.
    Directors,
    Executive Officers and Corporate Governance    Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters   75




---



##### Table of Contents



ASX-Required
    Disclosure
  Corporations
    Act 2001 (Cth) and Repurchases of Securities
      Australian
    Disclosure Requirements
  Form 10-K.
  Comparative
    Performance Graph
    
 76




---



##### Table of Contents



Distribution
    of Common Stock and CDI Holders as of September 1,
    2011
  Common StockNumber of


CDIsNumber of


Shares of


Number of


Number ofHolders


Common Stock


Holders


CDIs1  1,000


163



50,850



1,396



747,0301,001  5,000


62



140,415



2,580



7,561,5485,001  10,000


14



91,027



1,263



10,022,72010,001  100,000


31



1,137,433



2,712



86,511,951100,001  and over


8



62,658,133



478



160,943,796278



64,077,858



8,429



265,787,045       Twenty
    Largest CDI Holders as of September 9, 2011
  Number of


% of CDIsRank


Name

CDIs Held


Outstanding1.


Merkaba Limited


7,263,588



2.742.


National Nominees Limited


5,289,512



2.003.


J P Morgan Nominees Australia Limited


4,560,594



1.724.


Admark Investments Pty Ltd <JS Pinto Super
    Fund A/C>


3,937,047



1.495.


Joseph Kaal


3,833,990



1.456.


Penila Investments Pty Ltd <Hornung S/F A/C>


3,657,799



1.387.


Mr Bradley Gavin Downes


3,014,169



1.148.


Mr Dennis Banks + Mrs Janine Banks <Banks Super
    Fund A/C>


2,580,591



0.979.


Citicorp Nominees Pty Limited


2,457,850



0.9310.


Thorley Management Pty Ltd <Thorley Investment A/C>


2,322,498



0.8811.


Omah Nominees Pty Ltd <The PJH A/C>


2,017,645



0.7612.


Mr Dennis John Banks <The Banks Family A/C>


1,919,671



0.7213.


ABN Amro Clearing Sydney Nominees Pty Ltd <Custodian
    A/C>


1,841,026



0.6914.


JP Morgan Nominees Australia Limited <Cash Income A/C>


1,673,814



0.6315.


J & N Kaal Pty Ltd <Kaal Superfund A/C>


1,585,365



0.6016.


Hertogs Investments Pty Limited


1,400,000



0.5317.


Mr Peter Marcus Barr + Mrs Kay Ellen Barr <Regnal Super
    Fund A/C>


1,322,427



0.5018.


Mirrabooka Investments Limited


1,200,000



0.4519.


KAS Investments & Development Pty Ltd <KAS
    Investments S/F A/C>


1,054,890



0.4020.


Mrs. Cherie Ann Lauder + Mr. John William Lauder <J&C
    Lauder Family S/F A/C>


1,013,234



0.38Total





53,945,910



20.36   General
    Information
     77




---



##### Table of Contents



Voting
    Rights
                    Australian
    Corporate Governance Statement
      www.unilife.com
  U.S.-focused.
 78




---



##### Table of Contents



Principle
    1  Lay solid foundations for management and
    oversight
  Recommendation
    1.1  Establish the functions reserved to the board
    and those delegated to senior executives and disclose those
    functions
      day-to-day
    day-to-day
            Recommendation
    1.2  Disclose the process for evaluating the
    performance of senior executives
  Form 10-K,
  Recommendation
    1.3  Disclosure of information under Principle 1 of
    the ASX Governance Recommendations
  Reporting
    Requirement
    Principle
    2  Structure the Board to add value
  Recommendation
    2.1  A majority of the board should be independent
    directors
  Recommendation
    2.2  The chair should be an independent
    director
  Recommendation
    2.3  The roles of Chairman and Chief Executive
    Officer should not be exercised by the same individual
     79




---



##### Table of Contents



Recommendation
    2.4  The board should establish a nomination
    committee
    Reporting
    Requirement
    Recommendation
    2.5  Disclose the process for evaluating the
    performance of the Board, its committees and individual
    directors
  Reporting
    Requirement
    Recommendation
    2.6  Disclosure of information under Principle 2 of
    the ASX Governance Recommendations
  Reporting
    Requirement
  Form 10-K
  Principle
    3  Promote ethical and responsible
    decision-making
  Recommendation
    3.1  Establish a Code of Conduct and disclose
    it.
    Recommendation
    3.2  Establish a policy concerning trading in Company
    securities by directors, senior executives and employees and
    disclose it
    Recommendation
    3.3  Disclosure of information under Principle 3 of
    the ASX Governance Recommendations
  Reporting
    Requirement
   80




---



##### Table of Contents



Principle
    4  Safeguard integrity in financial
    reporting
  Recommendation
    4.1  The Board should establish an Audit
    Committee
  Recommendation
    4.2  The Audit Committee should: (a) consist of
    non-executive directors only; (b) consist of a majority of
    independent directors; (c) be chaired by an independent
    chair who is not chair of the Board; and (d) have at least
    three members
  Recommendation
    4.3  The Audit Committee should have a formal
    charter
      Reporting
    Requirement
    Recommendation
    4.4  Disclosure of information under Principle 4 of
    the ASX Governance Recommendations
  Reporting
    Requirement
    Form 10-K,
  Principle
    5  Make timely and balanced disclosure
  Recommendation
    5.1  Establish written policies designed to ensure
    compliance with ASX Listing Rule disclosure requirements and to
    ensure accountability at a senior executive level for that
    compliance and disclose those policies
  Recommendation
    5.2  Disclosure of information under Principle 5 of
    the ASX Governance Recommendations
      Reporting
    Requirement
   81




---



##### Table of Contents



Principle
    6  Respect the rights of shareholders
  Recommendation
    6.1  Design a communications policy for promoting
    effective communication with shareholders and encourage their
    participation at stockholders meetings and disclose those
    policies
  Recommendation
    6.2  Disclosure of information under Principle 6 of
    the ASX Governance Recommendations
      Reporting
    requirement
    Principle
    7  Recognize and manage risk
  Recommendation
    7.1  Establish policies for the oversight and
    management of material business risks and disclose it
          Reporting
    requirement
    Recommendation
    7.2  Require management to design and implement the
    risk management and internal control system to manage the
    Companys material business risks and report to it whether
    those risks are being managed effectively (and makes disclosures
    therein); Disclose that management has reported to the Board as
    to the effectiveness of the Companys management of its
    material business risks
  time-to-time. up-to-date
 82




---



##### Table of Contents




    all assurances given by management in respect of the integrity
    of financial statements are founded on sound systems of risk
    management and internal compliance and control which implements
    the policies adopted by the Board; and
    the Companys risk management and internal compliance and
    control system is operating efficiently and effectively in all
    material respects.      Recommendation
    7.3  Disclose whether the Board has received
    assurance from the Chief Executive Officer and the Chief
    Financial Officer that the declaration under Section 295A
    of the Corporations Act is founded on a sound system of risk
    management and internal control and is operating effectively in
    all material respects in relation to financial reporting
    risks
  Reporting
    requirement
  Form 10-K Form 10-K. Form 10-K
    Recommendation
    7.4  Disclosure of information under Principle 7 of
    the ASX Governance Recommendations
  Reporting
    requirement
    Principle
    8  Remunerate fairly and responsibly
  Recommendation
    8.1  Establish a Remuneration Committee
   83




---



##### Table of Contents



Recommendation
    8.2  Clearly distinguish the structure of
    non-executive directors remuneration from that of
    executive directors and senior executives
  Form 10-K
  Reporting
    requirement
    Recommendation
    8.3  Disclosure of information under Principle 8 of
    the ASX Governance Recommendations
      Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence    Item 14.
    Principal
    Accountant Fees and Services    PART IV
  Item 15.
    Exhibits
    and Financial Statement Schedules          Exhibit



Included

Incorporated by Reference HereinNo.

Description of Exhibit

Herewith

Form

Exhibit

Filing Date2
.1

Amended and Restated Merger Implementation Agreement dated as of
    September 1, 2009 between Unilife Medical Solutions Limited
    and Unilife Corporation



10


2
.1

February 11, 20102
.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



10


2
.2

January 6, 20103
.1

Certificate of Incorporation of Unilife Corporation



10


3
.1

November 12, 20093
.2

Amended and Restated Bylaws of Unilife Corporation



8-K


3
.1

August 17, 2010 84




---



##### Table of Contents



Exhibit



Included

Incorporated by Reference HereinNo.

Description of Exhibit

Herewith

Form

Exhibit

Filing Date4
.1

Form of Common Stock Certificate



10


4
.1

November 12, 200910
.1

Exclusive Agreement dated as of June 30, 2008 between
    Unilife Medical Solutions Limited and Sanofi Winthrop Industrie



10


10
.1

November 12, 200910
.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


10
.2

November 12, 200910
.3*

Industrialization Agreement dated as of June 30, 2009
    between Unilife Medical Solutions Limited and Sanofi Winthrop
    Industrie



10


10
.3

February 6, 201010
.4

Business Lease, dated as of August 17, 2005, between
    Integrated BioSciences, Inc. and AMC Delancey Heartland
    Partners, L.P.



10


10
.4

November 12, 200910
.5

Agreement dated as of September 15, 2003 between Integrated
    BioSciences, Inc. and B. Braun Medical, Inc. and amendments
    thereto



10


10
.5

February 1, 201010
.6

Promissory Note, dated as of December 30, 2005 between
    Integrated BioSciences, Inc. and Commerce Bank



10


10
.6

November 12, 200910
.7

Promissory Note, dated as of August 25, 2006 between
    Integrated BioSciences, Inc. and Commerce Bank



10


10
.7

November 12, 200910
.8

Employment Agreement, dated as of October 26, 2008 between
    Unilife Medical Solutions Limited and Alan Shortall



10


10
.8

November 12, 200910
.9

Employment Agreement, dated as of February 15, 2005 between
    Unilife Medical Solutions Limited and Jeff Carter



10


10
.9

November 12, 200910
.10

Employment Agreement, dated as of November 10, 2009 between
    Unilife Medical Solutions, Inc. and Daniel Calvert



10


10
.10

November 12, 200910
.11

Employment Agreement, dated as of November 10, 2009 between
    Unilife Medical Solutions, Inc. and Bernhard Opitz



10


10
.11

November 12, 200910
.12

Employment Agreement, dated as of November 10, 2009 between
    Unilife Medical Solutions, Inc. and Mark Iampietro



10


10
.12

November 12, 200910
.13

Employment Agreement, dated as of November 10, 2009 between
    Unilife Medical Solutions, Inc. and Stephen Allan



10


10
.13

November 12, 200910
.14

Employment Agreement, dated as of November 10, 2009 between
    Unilife Medical Solutions, Inc. and Eugene Shortall



10


10
.14

November 12, 200910
.15

Consulting Agreement, dated as of January 22, 2009 between
    Unilife Medical Solutions Limited and Joblak Pty Ltd



10


10
.15

November 12, 200910
.16

Deed of Mutual Release, dated January 12, 2009 between
    Unilife Medical Solutions Limited and Jeff Carter



10


10
.16

November 12, 2009 85




---



##### Table of Contents



Exhibit



Included

Incorporated by Reference HereinNo.

Description of Exhibit

Herewith

Form

Exhibit

Filing Date10
.17

Unilife Corporation Employee Stock Option Plan



10


10
.17

November 12, 200910
.18

Unilife Corporation 2009 Stock Incentive Plan



10


10
.18

November 12, 200910
.19

Unilife Medical Solutions Limited Exempt Employee Share Plan



10


10
.19

November 12, 200910
.20

Agreement dated November 12, 2009 between Unilife Medical
    Solutions, Inc. and Mikron Assembly Technology



10


10
.20

February 10, 201010
.21

Purchase and Mutual Indemnification Agreement dated
    November 16, 2009 between Unilife Cross Farm LLC and
    Greenspring Partners, LP



10


10
.21

January 6, 201010
.22

Offer of assistance dated October 16, 2009 from the
    Commonwealth of Pennsylvania to Unilife Medical Solutions and
    acceptance of the offer



10


10
.22

January 6, 201010
.23

Agreement Between Unilife Cross Farm LLC and L2 Architecture
    dated as of December 29, 2009, as amended



10


10
.23

January 6, 201010
.24

Agreement between Unilife Cross Farm LLC and HSC
    Builders & Construction Managers dated as of
    December 14, 2009, as amended



10


10
.24

January 6, 201010
.25

Development Agreement, dated December 14, 2009 between
    Unilife Cross Farm LLC and Keystone Redevelopment Group LLC



10


10
.25

February 1, 201010
.26

Amended and Restated Operating Agreement dated December 14,
    2009 of Unilife Cross Farm LLC



10


10
.26

January 6, 201010
.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


10
.27

January 6, 201010
.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


10
.28

January 6, 201010
.29

2009 Share Purchase Plan Terms and Conditions



10


10
.29

January 6, 201010
.30

Offer Letter dated November 12, 2008 from Unilife Medical
    Solutions Limited to Daniel Calvert



10


10
.30

February 1, 201010
.31

Offer Letter dated November 20, 2008 from the Coelyn Group,
    on behalf of Unilife Medical Solutions Limited to Bernhard Opitz



10


10
.31

February 1, 201010
.32

Consulting Agreement between Unilife Medical Solutions Limited
    and Medical Middle East Limited



10


10
.32

February 1, 201010
.33

Option Deed, dated January 21, 2010 between Unilife Medical
    Solutions Limited and Edward Fine



10


10
.33

February 1, 2010 86




---



##### Table of Contents



Exhibit



Included

Incorporated by Reference HereinNo.

Description of Exhibit

Herewith

Form

Exhibit

Filing Date10
.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 and notification
    related thereto dated October 27, 2009



10


10
.34

February 10, 201010
.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


10
.35

February 10, 201010
.36

Form of Restricted Stock Agreement under the Unilife Corporation
    2009 Stock Incentive Plan between Unilife Corporation and Alan
    Shortall



10


10
.36

February 1, 201010
.37

Form of Unilife Corporation Nonstatutory Stock Option Agreement
    between Unilife Corporation and Alan Shortall



10


10
.37

February 1, 201010
.38

Membership Interest Purchase Agreement, dated December 14,
    2009 between Unilife Cross Farm LLC and Cross Farm, LLC.



10


10
.38

February 1, 201010
.39

Letter Agreement dated January 29, 2010 between
    sanofi-aventis and Unilife Medical Solutions.



10


10
.39

February 1, 201010
.40

Form of Restricted Stock Agreement Under the Unilife Corporation
    2009 Stock Incentive Plan



10-Q


10
.1

March 24, 201010
.41

Form of Unilife Corporation Nonstatutory Stock Option Notice



10-Q


10
.2

March 24, 201010
.42*

Letter Agreement dated February 25, 2010 between
    sanofi-aventis and Unilife Medical Solutions Limited



10-Q


10
.1

May 17, 201010
.43

Employment Agreement, dated as of June 8, 2010 between
    Unilife Corporation and R Richard Wieland



8-K


10
.1

June 14, 201010
.44

Separation Agreement and General Release, dated as of
    June 28, 2010 between Unilife Corporation and Daniel Calvert



8-K


10
.1

July 2, 201010
.45

Employment Agreement, dated as of July 6, 2010 between
    Unilife Corporation and J. Christopher Naftzger



10-K


10
.45

September 28, 201010
.46

Employment Agreement, dated as of July 27, 2010 between
    Unilife Corporation and Dennis P. Pyers



10-K


10
.46

September 28, 201010
.47

Non-revolving Credit Agreement dated August 13, 2010
    between Unilife Cross Farm LLC and Univest National Bank and
    Trust Co.



10-K


10
.47

September 28, 201010
.48

Non-revolving Promissory Note dated August 13, 2010 between
    Unilife Cross Farm LLC and Univest National Bank and
    Trust Co.



10-K


10
.48

September 28, 201010
.49

Surety dated August 13, 2010 between Unilife Corporation
    and Univest National Bank and Trust Co.



10-K


10
.49

September 28, 2010 87




---



##### Table of Contents



Exhibit



Included

Incorporated by Reference HereinNo.

Description of Exhibit

Herewith

Form

Exhibit

Filing Date10
.50

Security and Control Agreement Regarding Reserve Account dated
    August 13, 2010 between Unilife Corporation and Univest
    National Bank and Trust Co.



10-K


10
.50

September 28, 201010
.51

Loan Agreement between Metro Bank and Unilife Cross Farm LLC
    dated as of October 20, 2010



8-K


10
.1

October 26, 201010
.52

Term Note in the principal amount of $14,250,000 dated as of
    October 20, 2010



8-K


10
.2

October 26, 201010
.53

Term Note in the principal amount of $3,750,000 dated as of
    October 20, 2010



8-K


10
.3

October 26, 201010
.54

Guaranty and Suretyship Agreement dated October 20, 2010
    (Unilife Corporation)



8-K


10
.4

October 26, 201010
.55

Guaranty and Suretyship Agreement dated October 20, 2010
    (Unilife Medical Solutions, Inc.)



8-K


10
.5

October 26, 201010
.56

Form of Subscription Agreement between Unilife Corporation and
    each investor in the December 2010 Regulation S placement



8-K


10
.1

December 2, 201010
.57

Form of Option Agreement between Unilife Corporation and each
    investor in the December 2010 Regulation S placement



8-K


10
.2

December 2, 201010
.58

Form of Warrant issued to Keystone Redevelopment Group, LLC and
    L2 Architecture on December 2, 2010



POS AM


10
.58

December 10, 201010
.59

Form of Subscription Agreement (the Company entered into
    separate Subscription Agreements with the investors in
    substantially the same form set forth in Exhibit 10.1)



8-K


10
.1

December 2, 201010
.60

Form of Option Agreement (the Company entered into separate
    Option Agreements with the investors in substantially the same
    form set forth in Exhibit 10.2)



8-K


10
.2

December 2, 201010
.61

2010 Unilife Share Purchase Plan Terms and Conditions



8-K


10
.1

January 6, 201110
.62

Separation Agreement and General Release between Unilife
    Corporation and Bernhard Opitz



10-Q


10
.5

February 14, 201110
.63

Employment Agreement dated February 7, 2011 between Unilife
    Corporation and Ramin Mojdehbakhsh, Ph.D.



8-K


10
.1

February 7, 201112
.1

Statement regarding computation of Ratio of Earnings to Fixed
    Charges

X21


List of subsidiaries of Unilife Corporation

X23
.1

Consent of KPMG LLP

X23
.2

Consent of BDO Audit (WA) Pty Ltd

X31
.1

Rule 13a-14(a)/15d-14(a)
    Certification of Chief Executive Officer

X31
.2

Rule 13a-14(a)/15d-14(a)
    Certification of Chief Financial Officer

X 88




---



##### Table of Contents



Exhibit



Included

Incorporated by Reference HereinNo.

Description of Exhibit

Herewith

Form

Exhibit

Filing Date32
.1

Section 1350 Certification

X32
.2

Section 1350 Certification

X     *
    
    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. 89




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##### Table of Contents



SIGNATURES
      By:
    /s/  Alan
    Shortall   Title:
    Chief Executive Officer    Name

Title

Date/s/  Alan
    ShortallAlan
    Shortall

Director and Chief Executive Officer (Principal Executive
    Officer)

September 13, 2011/s/  R.
    Richard Wieland IIR.
    Richard Wieland

Chief Financial Officer and Executive Vice President
    (Principal Financial Officer)

September 13, 2011/s/  Dennis
    P. PyersDennis
    P. Pyers

Vice President, Controller and Chief Accounting Officer
    (Principal Accounting Officer)

September 13, 2011/s/  John
    LundJohn
    Lund

Director

September 13, 2011/s/  William
    GalleWilliam
    Galle

Director

September 13, 2011/s/  Jeff
    CarterJeff
    Carter

Director

September 13, 2011/s/  Slavko
    James Joseph BosnjakSlavko
    James Joseph Bosnjak

Chairman and Director

September 13, 2011/s/  Mary
    Katherine WoldMary
    Katherine Wold

Director

September 13, 2011/s/  Marc
    S. FirestoneMarc
    S. Firestone

Director

September 13, 2011  90