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comply with all of Unilife’s policies, rules, and procedures, as they may be amended from timeto time. Pyers shall not engage in any endeavor that would conflict with the rendition of hisservices to Unilife, either directly or indirectly, without the prior written consent of Unilife;provided, however, Pyers may participate in civic, charitable, educational, industry andprofessional organizations, to the extent that such participation does not interfere with theperformance of his duties hereunder; and Pyers may also serve on corporate boards and committees,but only with the prior written consent of Unilife.     (b) Notwithstanding the responsibilities and duties contained in Section 2(a) above, Pyersacknowledges that all material decisions relating to the management of Unilife’s business will bemade by the Board of Directors of Unilife. In addition, any decisions which have the capacity toaffect significantly the financial standing of Unilife must be referred to the Board of Directorsof Unilife which will have ultimate control in respect of these matters.3. Compensation.     (a) Base Salary. Pyers shall be paid an annual base salary of One Hundred Eighty-FiveThousand Dollars ($185,000.00) payable in accordance with Unilife’s standard payroll practices.Pyers’ base salary will be subject to the customary withholding and employment taxes, as requiredby law, with respect to compensation paid by an employer to an employee. At the discretion of theBoard of Directors of Unilife, Pyers shall be eligible for increases in base salary. Further,Unilife will not reduce Pyers’ base salary to less than what is agreed to herein.     (b) Bonus. Pyers shall be eligible to participate in Unilife’s Incentive Bonus Planin amounts and percentages as annually determined by Unilife’s Board of Directors and ChiefExecutive Officer. For calendar year 2010, the potential cash bonus amount will be twenty-fivepercent (25%) of base salary, prorated based on the number of days employed in 2010. For calendaryears 2011 and 2012, Pyers’ annual target cash bonus shall be a minimum of twenty-five percent(25%) of base salary. Bonuses are subject to achievement of such goals and objectives as theCompensation Committee of the Board of Directors, upon recommendation of the Chief ExecutiveOfficer, determines in a set of Key Performance Indicators. Any bonus payable for a calendar yearshall be paid in a lump-sum payment in the following calendar year on or before March 15. Pyers’bonuses will be subject to the customary withholding and employment taxes, as required by law, withrespect to compensation paid by an employer to an employee.4. Benefits.     (a) Benefits Generally Available to Unilife Employees. Pyers shall be eligible toparticipate in Unilife’s benefits programs (including any equity incentive plan of Unilife or itsaffiliates), as they may change from time to time. The benefits provided to Pyers will be the sameas the benefits provided to other similarly situated Unilife employees, and may be changed uponexpiration or other termination of the current benefits
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contracts. For further information, Pyers should review any applicable benefit plandocuments, which will govern the terms of the benefits.     (b) Vacation. Pyers shall also receive four (4) weeks of paid vacation per calendaryear. Any unused vacation days may be carried over or paid in lieu thereof, to the extent allowedby Unilife’s policy for similarly situated employees.     (c) Equity Plans. All incentive compensation and stock-based compensation that Pyersmay receive from Unilife shall be subject to any policy adopted by Unilife, now or hereafterexisting, that imposes on Pyers’ stock ownership requirements, stock holding requirements, stockliquidation restrictions or recoupment provisions provided that such requirements, restrictions andrecoupment provisions also apply to similarly situated members of senior management. Any stockoptions and other stock-based awards that Pyers may receive from Unilife shall be governed by theapplicable, underlying award agreement.     (d) Expenses. Unilife shall reimburse Pyers for all reasonable and necessary expensesincurred by him in carrying out his duties under this Agreement in accordance with Unilife’sbusiness expense policies, including without limitation, requirements with respect toreporting, documentation and payment of such expenses. All such expenses shall be paid no laterthan December 31st of the calendar year following the year in which such expenses wereincurred.5. Indemnification. Unilife agrees to provide Pyers with indemnification equivalent tothat provided to other members of senior management and pursuant to Unilife’s Directors andOfficers insurance policies, as amended from time to time.6. Termination and Pay Upon Termination.     (a) General Rule. In the event that Unilife terminates this agreement and Pyers’employment without Cause as defined herein, including employment termination due to Unilife’selection not to renew this agreement where Pyers was willing and able to continue performingservices under the terms of this agreement, Unilife will pay Pyers:     (i) his base salary, at the rate in effect immediately before the date that Pyers’employment terminates, for six (6) months, in accordance with Unilife’s standard payrollpractices then in effect, commencing on the fifteenth (15th) day after the datethat Pyers’ employment terminates and the General Release provided for in Section 10 of thisAgreement becomes irrevocable; and     (ii) provided that Pyers is eligible for and timely elects to receive COBRA health carecontinuation coverage, the cost of Pyers’ COBRA health care continuation coverage premiumsfor six (6) months, commencing on the first of the month immediately after the month whichincludes the date that Pyers’
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employment terminates and the General Release provided for in Section 10 of thisAgreement becomes irrevocable.In the event that Pyers terminates this agreement for any reason, including Pyers’ election not torenew the agreement, Pyers shall not receive any compensation or benefits from the time that heceases to devote full time and attention to Unilife’s business. In addition, Pyers agrees toprovide Unilife with thirty (30) days advance written notice of his intent to terminate hisemployment, whether during the initial term or any renewal thereof. Upon termination of thisagreement, the parties will be relieved of their duties and obligations, except that the rights andobligations of Unilife under this Section 6(a) shall remain in full force and effect until allappropriate payments have been made to Pyers and the rights and obligations of Pyers set forth inSections 7 and 8 below shall remain in full force and effect and shall survive the expiration ortermination of this agreement, regardless of the reason(s) for termination. Upon termination ofthis agreement, Pyers shall not have any further contact with any customers of Unilife until theexpiration of the conditions of Section 8 of this Agreement.     (b) Termination Following a Change in Control.     (i) Termination Pay. Notwithstanding paragraph (a) immediately above, in theevent that Pyers’ employment is terminated coincident with a Change in Control as defined insubparagraph (iii) immediately below, then Unilife in lieu of and not in duplication of theseverance compensation provided for in paragraph (a) immediately above, shall pay Pyers:     (A) his base salary, at the rate in effect immediately before the date thatPyers’ employment terminates, for eighteen (18) months, in accordance with Unilife’sstandard payroll practices then in effect, commencing on the fifteenth(15th) day after the date that Pyers’ employment terminates and theGeneral Release provided for in Section 10 of this Agreement becomes irrevocable,     (B) provided that Pyers is eligible for and timely elects to receive COBRAhealth care continuation coverage, the cost of Pyers’ COBRA health care continuationcoverage premiums for eighteen (18) months, commencing on with the first of themonth immediately after the month which includes the date that Pyers’ employmentterminates and the General Release provided for in Section 10 of this Agreementbecomes irrevocable,     (C) payment of a lump-sum amount, equal to the amount of the bonus, if any,earned by and paid to Pyers for the last completed fiscal year prior to the year inwhich his employment terminates, which will be payable on the fifteenth(15th) day after the date that Pyers’ employment terminates and theGeneral Release provided for in Section 10 of this Agreement becomes irrevocable,and
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     (D) notwithstanding anything to the contrary, all of his outstanding andunvested options and other stock-based awards shall vest immediately upon suchtermination of employment following the Change in Control.     (ii) Definition of “Cause”. “Cause” will mean any one or more of thefollowing:     (A) material neglect of assigned duties, willful misconduct in connection withthe performance of duties, or refusal to perform assigned duties (other than byreason of disability) which continues uncured for thirty (30) days following receiptof written notice of such deficiency from the Chief Financial Officer, specifyingthe scope and nature of the deficiency;     (B) an act of dishonesty or any act that results in the loss of status as aCertified Public Accountant;     (C) engaging in illegal conduct;     (D) committing a crime relating to an act of dishonesty or fraud;     (E) engaging in any act of moral turpitude that causes material harm to Unilifeor its reputation;     (F) breaching, in any material respect, the terms of any agreement withUnilife; or     (G) commencement of employment with any other employer while an employee ofUnilife 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 ChiefExecutive Officer.     (iii) Definition of “Change in Control”. “Change in Control” means a: (i)Change in Ownership of Unilife Corporation, (ii) Change in Effective Control of UnilifeCorporation, or (iii) Change in the Ownership of Assets of Unilife Corporation, all asdescribed herein and construed in accordance with section 409A of the Internal Revenue Codeof 1986, as amended (the “Code”).     (A) A Change in Ownership of Unilife Corporation shall occur on the date thatany one Person acquires, or Persons Acting as a Group (or Group) acquire, ownershipof the capital stock of Unilife Corporation that, together with the stock held bysuch Person or Group, constitutes more
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than fifty percent (50%) of the total fair market value or total voting powerof the capital stock of Unilife Corporation. However, if any one Person is, orPersons Acting as a Group are, considered to own more than fifty percent (50%) ofthe total fair market value or total voting power of the capital stock of UnilifeCorporation, the acquisition of additional stock by the same Person or PersonsActing as a Group is not considered to cause a Change in Ownership of UnilifeCorporation or to cause a Change in Effective Control of Unilife Corporation. Anincrease in the percentage of capital stock owned by any one Person, or PersonsActing as a Group, as a result of a transaction in which Unilife Corporationacquires its stock in exchange for property will be treated as an acquisition ofstock.     (B) A Change in Effective Control of Unilife Corporation shall occur on thedate a majority of members of the Board of Directors of Unilife Corporation isreplaced during any twelve (12)-month period by directors whose appointment orelection is not endorsed by a majority of the members of the Board of Directors ofUnilife Corporation before the date of the appointment or election.     (C) A Change in the Ownership of Assets of Unilife Corporation shall occur onthe date that any one Person acquires, or Persons Acting as a Group acquire (or hasor have acquired during the twelve (12)-month period ending on the date of the mostrecent acquisition by such Person or Persons), assets (including tangible/realproperty and intangible property (such as goodwill)) from Unilife Corporation thetotal gross fair market value of which is more than fifty percent (50%) of the totalgross fair market value of all of the assets of Unilife Corporation immediatelybefore such acquisition or acquisitions. For this purpose, gross fair market valuemeans the value of the assets of Unilife Corporation, or the value of the assetsbeing disposed of, determined without regard to any liabilities associated with suchassets.     (D) The following rules of construction apply in interpreting the definition ofChange in Control:     (I) A Person means any individual, entity or group within the meaningof Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, asamended, other than employee benefit plans sponsored or maintained byUnilife Corporation and by entities controlled by Unilife Corporation or anunderwriter of the capital stock of Unilife Corporation in a registeredpublic offering.     (II) Persons will be considered to be Persons Acting as a Group if theyare owners of a corporation that enters into a merger, consolidation,purchase or acquisition of stock, or similar business transaction with thecorporation. If a Person owns stock in both
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corporations that enter into a merger, consolidation, purchase oracquisition of stock, or similar transaction, such shareholder is consideredto be acting as a Group with other shareholders only with respect to theownership in that corporation before the transaction giving rise to thechange and not with respect to the ownership interest in the othercorporation. Persons will not be considered to be acting as a Group solelybecause they purchase assets of the same corporation at the same time orpurchase or own stock of the same corporation at the same time, or as aresult of the same public offering.     (III) For purposes of this Section 6(b), fair market value shall bedetermined in accordance with Code Section 409A.     (IV) A Change in Control shall not include a transfer to a relatedperson as described in Code section 409A or a public offering of capitalstock of Unilife Corporation.     (E) For purposes of this Section 6(b), Code section 318(a) applies to determinestock ownership. Stock underlying a vested option is considered owned by theindividual who holds the vested option (and the stock underlying an unvested optionis not considered owned by the individual who holds the unvested option). Forpurposes of the preceding sentence, however, if a vested option is exercisable forstock that is not substantially vested (as defined by Treasury Regulation §1.83-3(b)and (j), the stock underlying the option is not treated as owned by the individualwho holds the option.7. Confidential Information.     (a) Pyers acknowledges that Unilife has a valuable property interest in all aspects of itsbusiness relationships with its customers, clients, vendors and suppliers. In the course of Pyers’work with Unilife, Pyers has become aware of and familiar with secret and confidential informationof Unilife relating to its customers, clients, vendors and suppliers, and its internal businessoperations. Secret and confidential information includes, but is not limited to, Unilife’sbusiness plans, customer lists, customer data, marketing plans, supplier and vendor lists and costinformation, software and computer programs, data processing systems and information containedtherein, financial statements, financial data, acquisition and divestiture plans, and any othertrade secrets or confidential or proprietary information, documents, reports, plans, or data, of orabout Unilife that is not already available to the public.     (b) Pyers agrees that he will not, without the written consent of Unilife, during the term ofthis agreement or thereafter, disclose or make any use of secret and confidential information,except as may be required in the performance of his duties under Section 2 of this agreement.Pyers agrees that, following the termination of his
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employment with Unilife for any reason, he will never use secret and confidential information tocompete with Unilife in any manner, and he will never disclose any secret and confidentialinformation to any other business or individual, unless such secret or confidential information is:(i) publicly known through no breach of the provisions of this Section 7 by either party, (ii)lawfully disclosed by a third party, or (iii) disclosed pursuant to legal requirement or courtorder. In no event shall any disclosure made to investment banking firms or private equity firmsat the request of Unilife and as part of Pyers’ duties ever be considered a violation of thisSection 7.     (c) Upon termination of this agreement, Pyers shall surrender to Unilife all records and allpaper and/or electronic copies made of those records that pertain to any aspect of the business ofUnilife, including all secret and confidential information.8. Agreement Not To Compete.     (a) In consideration for continued employment by Unilife and the benefits of this agreement,Pyers agrees to be bound by the covenant not to compete as set forth in Section 8 of this agreementbelow.     (b) Pyers agrees that during the term of this agreement and for a period of two (2) yearsfollowing the termination of this agreement for any reason, he will not, directly or indirectly:     (i) render services to, become employed by, be engaged as a consultant by, own, orhave a financial or other interest in (either as an individual, partner, joint venture,owner, manager, employee, partner, officer, director, independent contractor, or othersimilar role) any business that is engaged in any business activity that is in competitionwith the activities of Unilife.     (ii) induce, offer, assist, encourage, or suggest that another business or enterpriseoffer employment to or enter into a consulting arrangement with any individual who isemployed by Unilife, or induce, offer, assist, encourage, or suggest that any Unilifeemployee terminate her or her employment with Unilife, or accept employment with any otherbusiness or enterprise.     (c) In the event that Pyers commits any breach of Section 8(b) above, Pyers acknowledges thatUnilife would suffer substantial and irreparable harm and damages. Accordingly, Pyers herebyagrees that in such event, Unilife shall be entitled to temporary and/or permanent injunctiverelief, without the necessity of proving damage, to enforce the provisions of this Section, allwithout prejudice to any and all other remedies that Unilife may have at law or in equity and thatUnilife may elect or invoke. Pyers agrees that if any of the provisions of this Section are orbecome unenforceable, the remainder hereof shall nevertheless remain binding upon him to thefullest extent possible, taking into consideration the purposes and spirit of this agreement. Anyinvalid or unenforceable provision is to be reformed to the maximum time, geographic
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and/or business limitations permitted by applicable laws, so as to be valid and enforceable.     (d) Pyers expressly acknowledges and agrees that the restrictive covenants set forth inSections 7 and 8 above are absolutely necessary to protect the legitimate business interests ofUnilife, because he is employed in a position of trust and confidence and is provided withextensive access to Unilife’s most confidential and proprietary trade secrets, and has significantinvolvement in important business relationships, which constitute the goodwill of Unilife. Pyersfurther agrees and acknowledges that these restrictive covenants are reasonable, will not restricthim from earning a livelihood following the termination of employment, and are intended by theparties to be enforceable following termination of employment for any reason.     (e) In the event that Unilife must bring legal action to enforce or seek a remedy for anybreach of the provisions of Sections 7 or 8 of this agreement and Pyers is found by a court to havebreached any of these provisions, Pyers agrees to reimburse Unilife for any and all expenses,including attorneys’ fees and court costs, incurred by it in enforcing the terms of these Sectionsof the agreement.9. Continuing Education and Membership Reimbursement. Unilife agrees to reimburse Pyersfor all the costs associated with maintaining his Certification as a Certified Public Accountant,including but not limited to licensing fees, membership fees, the cost of continuing education (andtime off with pay to attend such seminars).10. General Release. As a condition of receiving the severance compensation and benefitsdescribed in Section 6, Unilife and Pyers will execute a mutual general release of claims (which isin a form acceptable to Unilife). Such general release would not include rights to previouslyvested options or claims for any compensation earned (including, without limitation, accruedvacation), or reimbursement of expenses incurred, through the date of termination. Such releasemust be agreed to, executed and irrevocable no later than 30 days following Pyers’ terminationdate.11. Dispute Resolution. Any controversy, claim or dispute involving the parties (or theiraffiliated persons) directly or indirectly concerning this agreement shall be finally settled bybinding arbitration held in Harrisburg, Pennsylvania by one arbitrator (who is mutually acceptableto both parties, as well as licensed to practice law in the Commonwealth of Pennsylvania) inaccordance with the rules of employment arbitration then followed by the American ArbitrationAssociation or any successor to the functions thereof. The arbitrator shall apply Pennsylvania lawin the resolution of all controversies, claims and disputes and shall have the right and authorityto determine how his or her decision or determination as to each issue or matter in dispute may beimplemented or enforced. Any decision or award of the arbitrator shall be final and conclusive forboth Pyers and Unilife (and its affiliates), and there shall be no appeal there from other thancauses of appeal allowed by the Federal Arbitration Act. Unilife shall bear all costs of thearbitrator in any action brought under this agreement. The arbitrator shall have the power toaward attorney’s fees and arbitration costs to the prevailing party, if the award
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of attorney’s fees and litigation costs would be permitted by a court. The parties hereto agreethat any action to compel arbitration may be brought in the appropriate Pennsylvania state orfederal court, and in connection with such action to compel, the laws of the Commonwealth ofPennsylvania and the Federal Arbitration Act shall control. Application may also be made to suchcourt for confirmation of any decision or award of the arbitrator, for an order of the enforcementand for any other remedies, which may be necessary to effectuate such decision or award. Theparties hereto hereby consent to the jurisdiction of the arbitrator and of such court and waive anyobjection to the jurisdiction of such arbitrator and court.12. Non-waiver. A waiver of any provision of this agreement by either party shall notprevent either party from enforcing that provision or any other provision hereof.13. Assignment. This agreement is personal and may not be assigned by Pyers. Anyassignment of this agreement between Unilife (or its successor) and its affiliates (and theirsuccessors) shall not constitute a termination of Pyers’ employment hereunder. This agreement(including the Restrictive Covenants set forth in Sections 7 and 8) shall inure to the benefit ofand be binding upon any successor to Unilife. The parties specifically understand and agree thatthe non-compete provisions of Section 8 will inure to the benefit of a successor and that Pyerswill remain bound by these provisions in the event of a sale or corporate reorganization ofUnilife.14. Severability. Each provision of this agreement is severable and distinct from, andindependent of, every other provision hereof. If one provision hereof is declared void, theremaining provisions shall remain in effect. Any provision of this agreement which is prohibitedor unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to theextent of such prohibition or unenforceability without invalidating or affecting the remainingprovisions hereof, and any such prohibition or unenforceability in any jurisdiction shall notinvalidate or render unenforceable such provision in any other jurisdiction.15. Entire Agreement. This agreement contains the entire agreement of the partiesconcerning the employment relationship and supersedes any prior agreements or understandingsbetween the parties concerning the terms and conditions of Pyers’ employment, whether oral orwritten; provided, however, that Pyers’ equity grants shall be governed by the equity grantdocuments and will be in such amounts as stated in Pyers’ offer letter dated July 14, 2010;provided further, that any stock options or other stock-based awards provided to Pyers shall begoverned by Unilife’s stock incentive plans as they are amended from time to time, except asprovided herein. The parties acknowledge, in entering into this agreement that they have notrelied upon any promise or inducement not specifically set forth herein. Any changes to thisagreement must be in writing and signed by both parties.16. Section 409A.
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     (a) This agreement is intended to comply with, or otherwise be exempt from, Code section 409Aand any regulations and Treasury guidance promulgated thereunder, and Unilife shall be required tointerpret the terms of this agreement as necessary to comply with the requirements of Code section409A.     (b) Unilife shall undertake to administer, interpret, and construe this agreement in a mannerthat does not result in the imposition on Pyers of any additional tax, penalty, or interest underCode section 409A.     (c) Unilife and Pyers agree that they will execute any and all amendments to this agreementpermitted under applicable law as they mutually agree in good faith may be necessary to ensurecompliance with the distribution provisions of Code section 409A or as otherwise needed to ensurethat this agreement complies with that section.     (d) The preceding provisions, however, shall not be construed as a guarantee by Unilife of anyparticular tax effect to Pyers under this agreement. Unilife shall not be liable to Pyers for anypayment made under this agreement that is determined to result in an additional tax, penalty, orinterest under Code section 409A, nor for reporting in good faith any payment made under thisagreement as an amount includible in gross income under that section.     (e) For purposes of Code section 409A, the right to a series of installment payments underthis agreement shall be treated as a right to a series of separate payments.     (f) With respect to any reimbursement of future expenses of, or any provision of in-kindbenefits to, Pyers, as specified under this agreement, such reimbursement of expenses or provisionof in-kind benefits shall be subject to the following conditions: (i) the expenses eligible forreimbursement or the amount of in-kind benefits provided in one taxable year shall not affect theexpenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxableyear, except for any medical reimbursement arrangement providing for the reimbursement of expensesreferred to in Code section 105(b); (ii) the reimbursement of an eligible expense shall be made nolater than the end of the year after the year in which such expense was incurred; and (iii) theright to reimbursement or in-kind benefits shall not be subject to liquidation or exchange foranother benefit. Any tax gross-up payment shall be made by no later than the end of the calendaryear following the year in which Pyers remits the taxes.     (g) “Termination of employment,” “resignation,” or words of similar import, as used in thisagreement means, for purposes of any payments under this agreement that are payments of deferredcompensation subject to Code section 409A, Pyers’ “separation from service” as defined in thatsection.     (h) If a payment obligation under this agreement arises on account of Pyers’ separation fromservice while Pyers is a “specified employee” (as defined under Code
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section 409A and determined in good faith by the Unilife), any payment of “deferredcompensation” (as defined under Treasury regulation section 1.409A-1(b)(1), after givingeffect to the exemptions in Treasury regulation sections 1.409A-1(b)(3) through (b)(12)) that isscheduled to be paid within six (6) months after such separation from service shall accrue withoutinterest and shall be paid within 15 days after the end of the six-month period beginning on thedate of such separation from service or, if earlier, within 15 days after the appointment of thepersonal representative or executor of Pyers’ estate following his death.17. Excise Tax on Parachute Payments. Pyers shall bear all expense of, and besolely responsible for, all federal, state, local or foreign taxes due with respect to any paymentreceived hereunder, including, without limitation, any excise tax imposed by Code section 4999;provided, however, that any payment or benefit received or to be received by Pyers in connectionwith a Change in Control or the termination of Pyers’ employment (whether payable pursuant to theterms of this Agreement (“Contract Payments”) or any other plan, arrangements or agreement withUnilife or any affiliate (collectively with the Contract Payments, the “Total Payments”) shall bereduced to the extent necessary so that no portion thereof shall be subject to the excise taximposed by Code section 4999 but only if, by reason of such reduction, the net after-tax benefitreceived by Pyers shall exceed the net after-tax benefit that would be received by Pyers if no suchreduction was made.     For purposes of this Section 17, “net after-tax benefit” shall mean (i) the total of allpayments and the value of all benefits which Pyers receives or is then entitled to receive fromUnilife that would constitute “excess parachute payments” within the meaning of Code section 280G,less (ii) the amount of all federal, state, local and foreign income taxes payable with respect tothe foregoing calculated at the maximum marginal income tax rate for each year in which theforegoing shall be paid to Pyers (based on the rate in effect for such year as set forth in theCode or other applicable tax law as in effect at the time of the first payment of the foregoing),less (iii) the amount of excise taxes imposed with respect to the payments and benefits describedin (i) above by Code section 4999.     The foregoing determination shall be made by a nationally recognized accounting firm (the“Accounting Firm”) selected by Unilife and reasonably acceptable to Pyers (which may be, but willnot be required to be, Unilife’s independent auditors). The Accounting Firm shall submit itsdetermination and detailed supporting calculations to both Pyers and Unilife within fifteen (15)days after receipt of a notice from either Unilife or Pyers that Pyers may receive payments whichmay be “parachute payments.” If the Accounting Firm determines that a reduction is required bythis Section 17, the Contract Payments consisting of cash severance shall be reduced to the extentnecessary so that no portion of the Total Payments shall be subject to the excise tax imposed byCode section 4999, and Unilife shall pay such reduced amount to Pyers in accordance with the termsof this agreement. If the Accounting Firm determines that none of the Total Payments, after takinginto account any reduction required by this Section 17, constitutes a “parachute payment” withinthe meaning of Code section 280G, it will, at
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the same time as it makes such determination, furnish Pyers and Unilife an opinion thatPyers has substantial authority not to report any excise tax under Code section 4999 on hisfederal income tax return.     Pyers and Unilife shall each provide the Accounting Firm access to and copies of any books,records, and documents in the possession of Pyers or Unilife, as the case may be, reasonablyrequested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in connectionwith the preparation and issuance of the determinations and calculations contemplated by thisSection 17. The fees and expenses of the Accounting Firm for its services in connection with thedeterminations and calculations contemplated by this Section 17 shall be borne by Unilife.18. Counterparts. This agreement may be executed on separate counterparts, each of whichis deemed to be an original and all of which taken together constitute one and the same agreement.19. Interpretation. The captions and headings of this agreement are not part of theprovisions hereof and shall have no force or effect.20. Notices. Any notices, requests, demands and other communications provided for by thisagreement shall be sufficient if in writing and if hand delivered, sent by overnight courier, orsent by registered or certified mail to Pyers at the last address he has filed in writing withUnilife or, in the case of Unilife, to Unilife’s Chief Financial Officer at Unilife’s principalexecutive offices.21. Governing Law. The terms of this agreement shall be governed by and construed inaccordance with the laws of the Commonwealth of Pennsylvania without giving effect to provisionsthereof regarding conflict of laws.22. Representation. Pyers represents and warrants to Unilife that he is not bound by anyrestrictive covenants and has no prior or other obligations or commitments of any kind that wouldin any way prevent, restrict, hinder or interfere with Pyers’ acceptance of employment or theperformance of all duties and services hereunder to the fullest extent of Pyers’ ability andknowledge.     IN WITNESS WHEREOF, and wishing to be legally bound, the parties have executed this agreementas of the date first above written.         UNILIFE CORPORATION:   Dennis Pyers:           By: