##### Table of Contents





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

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the Fiscal Year Ended June
    30, 2010ORo

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.)   633 Lowther Road, Lewisberry,
    Pennsylvania

17339(Address of principal executive
    offices)

(Zip Code)   Registrants
    telephone number, including area code
    (717) 938-9323
    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
  12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer o
    Non-accelerated
    filer þ
    Smaller
    reporting
    company o   Rule 12b-2 o þ




---



##### 





UNILIFE
    CORPORATIONFORM 10-K
    FOR THE YEAR ENDED JUNE 30, 2010
    TABLE OF CONTENTS
   
 PagePART IItem 1.

Business


4Item 1A.

Risk Factors


19Item 1B.

Unresolved Staff Comments


29Item 2.

Properties


29Item 3.

Legal Proceedings


30Item 4.

Removed and Reserved


31PART IIItem 5.

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


31Item 6.

Selected Financial Data


40Item 7.

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


40Item 7A.

Quantitative and Qualitative Disclosures About
    Market Risk


49Item 8.

Financial Statements and Supplementary Data


50Item 9.

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


76Item 9A.

Controls and Procedures


76Item 9B.

Other Information


76PART IIIItem 10.

Directors, Executive Officers and Corporate
    Governance


76Item 11.

Executive Compensation


79Item 12.

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


101Item 13.

Certain Relationships and Related Transactions,
    and Director Independence


102Item 14.

Principal Accountant Fees and Services


103PART IVItem 15.

Exhibits and Financial Statement Schedules


104EX-10.45EX-10.46EX-10.47EX-10.48EX-10.49EX-10.50EX-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
    (ready-to-fill)
     4




---



##### Table of Contents



U.S.-based
      Market
    Opportunity
  The
    Syringe Market and the Increasing Use of Pre-Filled
    Syringes
       5




---



##### Table of Contents



ease-of-use
  Increased
    Focus on Prevention of Needlestick Injuries
          passive active
 6




---



##### Table of Contents



and/or
  sub-Saharan
  Our
    Solution
    
    Integrated design.  All safety features are
    fully integrated inside the syringe barrel to facilitate compact
    handling, intuitive use and convenient disposal.
    Passive activation.  The activation of the
    needle retraction mechanism occurs automatically (passively)
    while the needle is inside the body to help prevent the risk of
    needlestick injury. 7




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##### Table of Contents




    Controlled retraction.  Operators can control
    the speed of needle retraction directly from the body into the
    syringe barrel to help reduce the risk of infection through
    transmission routes such as needlestick injuries and aerosol
    (splatter).
    Auto-disable.  Upon withdrawal of the needle
    into the barrel, the plunger is automatically locked to prevent
    re-exposure or reuse.      Business
    Strategy
  best-in-class
    
    Continue to build a strong relationship with
    sanofi-aventis:  We believe sanofi-aventis is
    currently the worlds largest consumer of prefilled
    syringes. We have had a business relationship with
    sanofi-aventis since 2003, and under our industrialization
    agreement with sanofi-aventis, they are helping to fund the
    industrialization program for the Unifill syringe. Upon
    completion of the industrialization program, we expect to begin
    supplying the product to sanofi-aventis for use within defined
    therapeutic drug classes.
    Enter into business relationships with additional
    pharmaceutical companies:  We have retained the
    right to negotiate licensing and other business arrangements
    relating to the Unifill syringe with other pharmaceutical
    companies for use within those therapeutic drug classes outside
    of those held by sanofi-aventis during its period of
    exclusivity. It is our intention to secure agreements with other
    additional pharmaceutical companies who are industry leaders
    within their respective therapeutic areas of expertise. By
    pursuing this strategy, we believe our products can be marketed
    within a significant number of large therapeutic drug classes
    where prefilled syringes are commonly used.
    Expand our proprietary product portfolio:  We
    will seek to enhance our competitive position in the design,
    development and supply of innovative safety medical devices for
    use within international pharmaceutical and healthcare markets.
    In addition to the production and supply of the Unifill syringe
    and the Unitract 1mL syringes, we intend to commercialize
    additional proprietary products which we believe can also meet
    the functionality and safety requirements of target customers.
    This may include the commercialization of our range of Unitract
    Clinical Syringes in a 3mL and 5mL size targeted for use within
    acute care hospitals and other healthcare facilities. We may
    also commercialize additional
    ready-to-fill
    syringe products currently in our development pipeline which,
    like the Unifill syringe, would be designed for supply to
    pharmaceutical manufacturers. While our focus will remain on the
    pursuit of organic growth opportunities, we may evaluate
    opportunities to acquire other complementary technologies or
    products on a
    case-by-case
    basis. 8




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
    Expand our operational capabilities within Central
    Pennsylvania:  The United States represents the
    worlds largest and most mature market for the supply and
    use of our products and services. We will continue to
    consolidate the majority of our commercial and operational
    activities within Central Pennsylvania, a national logistics hub
    situated between several major pharmaceutical and medical device
    industry clusters. We expect to continue to invest in the
    expansion of our operational capabilities within Pennsylvania to
    support the commercialization of our core products, such as the
    Unifill syringe.
    Manufacture and supply our Unitract 1mL Syringes to target
    international markets:  We commenced production of
    the Unitract range of 1mL safety syringes at our facility in
    Pennsylvania in August 2009. We expect to progressively release
    this product commercially during 2010 and 2011 across key
    international territories. Product variants within this range
    such as the Unitract Insulin Syringe and the Unitract
    Tuberculin, or TB, Syringe have been certified for marketing and
    sale within key international territories including the United
    States, Canada, Europe and Australia. We intend to continue to
    expand our customer base of pharmaceutical companies and
    healthcare distributors for the marketing and sale of the
    Unitract 1mL syringes.  Our
    Products
  Unifill
    syringe
  ready-to-fill, ready-to-fill,
            Unitract
    1mL syringes
   9




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ready-to-fill
    Pipeline
    Products
    Strategic
    Partnership with sanofi-aventis
          ready-to-fill ready-to-fill
 10




---



##### Table of Contents



ready-to-fill
        Manufacturing
  class-eight in-house
 11




---



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and/or
  Sales and
    Marketing
         12




---



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Intellectual
    Property
      INSULIN
    AND SAFE SYRINGE (UNITRACT)
  IssuedDescription

Patent No.

Patent Application No.

Publication No.

Patent Expiry DateAustralian Patent


731159











September 22, 2018U.S. Patent


6,083,199











September 22, 2018InternationalPatent Application






PCT/AU01/000458



WO 01/80930



April 20, 2021Europe






01925194.1



1 276 530 A



April 20, 2021USA


7,500,967







20030158525



July 15, 2022InternationalPatent Application






PCT/AU2004/000354



WO 2004/082747Europe






04721775.7



1 608 421A



March 19, 2024USA






10/549,710



20060235354



March 19, 2024
*     *
    
    subject to possible patent term adjustment    
    a plunger with interconnecting slots and gates to proved
    rotation into the injection stroke and then the lockout stroke;
    a compressed spring to retract the needle and rotate the plunger
    into a locked position to prevent sharps exposure; and
    a plastic mount on the needle to provide a needle pickup by the
    plunger for needle retraction. 13




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CLINICAL
    SYRINGE
  IssuedDescription

Patent No.


Patent Application No.


Publication No.


Patent Expiry DateInternational Patent Application






PCT/AU2005/000107



WO 2005/072801Europe






05700138.0



1 708 772



January 28, 2025USA






10/587,705



20080255513



January 28, 2025
*International Patent Application






PCT/AU2006/000618



WO 2006/119570Europe






06721494.0



1 879 635A



May 11, 2026USA






11/914,092



20090221962



May 11, 2026
*USA






61/160,253







November 11, 2029     *
    
    subject to possible patent term adjustment    
    a plunger that holds a compressed spring that is used to retract
    a luer mount needle from the end of the barrel;
    a plunger that retracts a luer mount needle into the barrel with
    controlled reaction;
    a luer mount needle that is mounted in the barrel with retaining
    clips integrally formed in the barrel and which uses an ejector
    to release the needle; and
    a clinical syringe with a proprietary changeable needle with
    controlled retraction.  READY TO
    FILL SYRINGE (UNIFILL)
  IssuedDescription

Patent No.


Patent Application No.


Publication No.


Patent Expiry DateInternational Patent Application






PCT/AU2006/000516



WO 2006/108243Europe






06721397.5



1 868 669



April 18, 2026USA






11/911,481



2009093759



April 18, 2026International Patent Application






PCT/AU2008/000971



WO 2009/003234 A1Europe






08757038.8







July 2, 2028USA






12/666,448







July 7, 2028USA






61/260,252







November 11, 2029USA






61/289,259







December 22, 2029USA






61/331,197







May 14, 2030     
    a two-piece plunger seal and a needle seal with an ejector;
    a plunger that is molded with a needle pickup feature;
    a plunger where the control rod is broken off to reduce the
    disposal length;
    a needle retainer and release ring that are glued to a glass
    barrel to overcome limited moldability of glass;
    a needle retainer, ejector ring and needle seal that retain the
    needle mount until released for retraction after the full dose
    is administered;
    a proprietary changeable needle with controlled
    retraction; and
    a plastic barrel adapter mounted to a parallel glass barrel for
    simplified manufacture, with controlled retraction.   14




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ready-to-fill
  Government
    Regulation
    FDAs
    Premarket Clearance and Approval Requirements
      510(k)
    Clearance Pathway
     15




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Premarket
    Approval Pathway
    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
   16




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U.S.-manufactured
    Other
    Regulations
      Competition
    ready-to-fill ready-to-fill
 17




---



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ready-to-fill
      Research
    and Development
    Employees
    Legal
    Proceedings
    Corporate
    History
   18




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##### Table of Contents



938-9323.
    Item 1A.
    Risk
    Factors  Our business faces many risks. We believe the risks described
    below are the material risks facing the Company. However, the
    risks described below may not be the only risks we face.
    Additional unknown risks or risks that we currently consider
    immaterial may also impair our business operations. If any of
    the events or circumstances described below actually occurs, our
    business, financial condition or results of operations could
    suffer, and the trading price of our shares of common stock
    could decline significantly. Investors should consider the
    specific risk factors discussed below, together with the
    Cautionary Note Regarding Forward-Looking
    Information and the other information contained in this
    Annual Report on
    Form 10-K
    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 and may be unable to raise capital when
    needed, which would force us to delay, reduce or eliminate our
    efforts in developing our new manufacturing facility and in our
    product development or commercialization programs.
  U.S. and/or
   19




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We
    have received an audit report with a going concern disclosure on
    our consolidated financial statements.
    Our
    success depends in large part on our ability to complete the
    industrialization program for our primary product, the Unifill
    syringe, and achieve substantial commercial sales of this
    product to customers. If we experience problems or delays in
    completing our industrialization program or 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
  Our
    business is substantially dependent on our relationship with our
    strategic partner, sanofi-aventis.
    Our
    research and development and other operating expenses are
    significant and we do not expect to be profitable unless and
    until we complete our industrialization program, negotiate a
    supply agreement with sanofi-aventis or other pharmaceutical
    companies and begin commercial sale of the Unifill
    syringe.
   20




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The
    Unifill syringe has been designed to be compatible with the drug
    manufacturing systems currently utilized by sanofi-aventis,
    which may hinder our ability to sell the product to other
    pharmaceutical customers whose manufacturing processes may not
    be compatible with our current product designs.
    Our
    ability to successfully market and sell our safety syringes
    outside of the pharmaceutical market may be impaired until we
    are able to offer a full range of safety syringes in sizes
    commonly used in acute-care facilities.
    Our
    success will depend on the full commercialization of our current
    products, and the development and commercialization of other
    pipeline products. There can be no assurance that we will be
    successful in these efforts.
    We may
    encounter difficulties managing our growth, which could
    materially harm our business.
   21




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We
    depend on our executive officers and key personnel and the loss
    of them could adversely affect our business.
    We
    will incur increased costs as a result of being a reporting
    company in both Australia and the United States and we have
    limited experience as a US reporting company.
    If our
    internal control over financial reporting or our disclosure
    controls and procedures are found not to be effective by
    management or by an independent registered public accounting
    firm or if we make disclosure of existing or potential
    significant deficiencies or material weaknesses in those
    controls, investors could lose confidence in our financial
    reports, the price of our shares of common stock may decline,
    and we may be subject to increased risks and
    liabilities.
  Form 10-K
   22




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We
    have limited sales, marketing and distribution
    experience.
    
    we may not be able to attract and build a significant marketing
    or sales force;
    the cost of establishing, training and providing regulatory
    oversight for a marketing or sales force may be
    substantial; and
    there are significant legal and regulatory risks in medical
    device marketing and sales, and any failure to comply with all
    legal and regulatory requirements for sales, marketing and
    distribution could result in enforcement action by the FDA or
    other authorities that could jeopardize our ability to market
    our product(s) or could subject us to substantial liability.  We
    have outsourced the development of automated assembly systems
    for our Unifill syringe to Mikron Assembly Technology, a
    third-party contractor. Our ability to commercialize the Unifill
    syringe will be dependent on the ability of this contractor to
    provide these systems according to specifications and in a
    timely manner.
    If we
    experience delays in developing our new manufacturing facility,
    our ability to produce our Unifill syringe in commercial
    quantities would be impaired, which would harm our business. In
    addition, all of our current commercial and production activity
    takes place in one facility which subjects us to risk if we were
    to experience a catastrophic event at this
    facility.
      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.
   23




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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.
    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 may
    be adversely impacted by next generation drug delivery
    technologies.
   24




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We are
    subject to extensive regulation.
  non-U.S. regulatory
  Future
    changes, if any, to the FDA 510(k) clearance or premarket
    approval processes may impact our ability to market and sell our
    products.
    We may
    face significant uncertainty in the industry due to government
    healthcare reform.
   25




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##### Table of Contents



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.
    We may
    be sued for product liability, which could adversely affect our
    business.
    We may
    not be able to effectively protect our intellectual property
    rights which could have an adverse effect on our business,
    financial condition or results of operations.
   26




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##### Table of Contents



Intellectual
    property litigation could be costly and disruptive to
    us.
    
    stop, delay or abandon our ongoing or planned commercialization
    of the product that is the subject of the suit;
    attempt to obtain a license to sell or use the relevant
    technology or substitute technology, which license may not be
    available on reasonable terms or at all; or
    redesign those products that use the relevant technology.  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.
   27




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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
    industrialization program for the Unifill syringe;
    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.  If
    there are substantial sales of our shares of common stock, our
    share price could decline.
    Form S-8 Form S-1 Form S-8.
  We do
    not intend to pay cash dividends in the foreseeable
    future.
   28




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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-aventis may delay or deter a change of control
    transaction.
  2 3
  Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties  class-eight
      Development
    of New Global Headquarters and Manufacturing Facility
   29




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##### Table of Contents



U.S. and/or
    Date

ActivityBy the end of June 2010

Completion of utility rooms for equipment installationBy the end of October 2010

Completion of clean rooms for equipment installation (Phase
    1)By the end of October 2010

Temporary occupancy permit for manufacturing/warehouseBy the end of December 2010

Unrestricted occupancy permit for manufacturing/warehouse
    (Phase 2)By the end of December 2010

Unrestricted occupancy permit for office   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
   30




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Period

High

Low(US$)

(US$)Fiscal Year 2010:First Quarter


7.20



1.62Second Quarter


6.30



4.68Third Quarter


17.90



5.04Fourth Quarter


8.04



5.28Fiscal Year 2009:First Quarter


2.04



1.26Second Quarter


1.20



0.72Third Quarter


1.14



0.96Fourth Quarter


1.50



1.20   Holders
    Dividends
   31




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Equity
    Compensation Plan Information
  Form 10-K
  Number of SecuritiesRemaining Available forNumber of Securities





Future Issuance Underto be Issued Upon


Weighted Average


Equity CompensationExercise of


Exercise Price of


Plans (ExcludingOutstanding Options,


Outstanding Options,


Securities Reflected inPlan Category

Warrants and Rights


Warrants and Rights


Column (a))(a)


(b)


(c)Equity compensation plans approved by security holdersEmployee Share Option Plan


2,914,700


$
2.16




(1)2009 Stock Incentive Plan


2,144,000
(2)


5.89



2,038,000
(3)Agreement with individual consultant


83,333



2.57



2009 private placement options


3,643,430



7.81



Equity compensation plans not approved by security holders
    Individual agreements with various consultants, advisors and
    other third parties


1,628,880



1.61



Total


10,414,343


$
4.82



2,038,000     (1)
    
    No further options will be granted under this plan.(2)
    
    Represents the number of shares issuable upon exercise of
    outstanding options under the 2009 Stock Incentive Plan. In
    addition, there are 1,818,000 non-vested shares (and no vested
    shares) pursuant to restricted stock awards under the 2009 Stock
    Incentive Plan.(3)
    
    Represents the number of shares available for future issuance
    pursuant to stock option, restricted stock and other awards
    under the 2009 Stock Incentive Plan. The number of shares
    available for issuance under the 2009 Stock Incentive Plan
    adjusts annually commencing on January 1, 2011 as provided
    therein. 32




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Performance
    Graph
    
  ASX-Required
    Disclosure
  Corporations
    Act 2001 (Cth) and Repurchases of Securities
      Australian
    Disclosure Requirements
  Form 10-K.
 33




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##### Table of Contents



Comparative
    Performance Graph
    
  Distribution
    of Equity Security Holders as of September 15,
    2010
  CDIsNumber of


Number ofHolders


CDIs1  1,000


1,396



805,3191,001  5,000


2,655



7,780,1305,001  10,000


1,299



10,405,71310,001  100,000


2,445



77,381,037100,001  and over


431



148,398,0838,226



244,770,282       General
    Information
        Voting
    Rights
   34




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##### Table of Contents



Australian
    Corporate Governance Statement
      www.unilife.com
  U.S.-focused.
  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
         35




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##### Table of Contents



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
      Recommendation
    2.4  The board should establish a nomination
    committee
    Reporting
    Requirement
   36




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##### Table of Contents



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
    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
   37




---



##### Table of Contents



Recommendation
    4.4  Disclosure of information under Principle 4 of
    the ASX Governance Recommendations
  Reporting
    Requirement
  Form 10-K,
  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
    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
 38




---



##### Table of Contents



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
      
    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
   39




---



##### Table of Contents



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
    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
     40




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##### Table of Contents



Item 6.
    Selected
    Financial Data  Form 10-K.
  Year Ended June 30,2010

2009

2008

2007(b)

2006(In thousands)Statement of Operations Data:Revenues(a)

$
11,422


$
19,976


$
3,500


$
2,070


$
112Net loss


(29,748
)


(517
)


(8,537
)


(8,969
)


(8,220
)Basic loss per share


(0.64
)


(0.02
)


(0.26
)


(0.38
)


(0.35
)Diluted loss per share


(0.64
)


(0.02
)


(0.26
)


(0.38
)


(0.35
)Balance Sheet Data (end of period):Total assets

$
64,817


$
32,212


$
18,499


$
16,926


$
9,953Long-term debt, including current portion


2,741



3,133



7,209



4,261



106     (a)
    
    Includes $8.9 million and $16.1 million in connection
    with our exclusive licensing agreement and our industrialization
    agreement with sanofi-aventis in the years ended June 30,
    2010 and 2009, respectively. .(b)
    
    Includes the results of Integrated BioSciences, Inc. since we
    acquired it on January 1, 2007.  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
     41




---



##### Table of Contents



Form 10-K
    Overview
  U.S.-based
  ready-to-fill
    Recent
    Developments
  Pennsylvania
    Economic Development Assistance
    Development
    of New Global Headquarters and Manufacturing
    Facility
   42




---



##### Table of Contents



U.S. and/or
      Univest
    Credit Agreement
    FDA
    Clearance
    Critical
    Accounting Policies and Estimates
    Goodwill
       43




---



##### Table of Contents



Share-Based
    Compensation
    Revenue
    Recognition
       44




---



##### Table of Contents



Results
    of Operations
    Year Ended June 30,2010


2009


2008(in thousand, except per share data)Revenues:Industrialization fees

$
6,318


$
13,601


$
Licensing fees


2,566



2,456



Product sales and other


2,538



3,919



3,500Total revenues


11,422



19,976



3,500Cost of product sales


2,471



3,426



2,365Gross profit


8,951



16,550



1,135Operating expenses:Research and development


8,495



1,048



532Selling, general and administrative


28,696



14,941



8,211Depreciation and amortization


2,314



915



727Total operating expenses


39,505



16,904



9,470Operating loss


(30,554
)


(354
)


(8,335
)Interest expense


125



249



459Interest income


(1,066
)


(361
)


(203
)Other expense (income), net


135



275



(54
)Net loss

$
(29,748
)

$
(517
)

$
(8,537
)Loss per share:Basic loss per share

$
(0.64
)

$
(0.02
)

$
(0.26
)Diluted loss per share

$
(0.64
)

$
(0.02
)

$
(0.26
)   Fiscal
    Year 2010 Compared to Fiscal Year 2009
  Revenues.
  Cost of sales.
  Research and development expenses.
  Selling, general and administrative
    expenses.
 45




---



##### Table of Contents



Depreciation and amortization
    expense.
  Interest expense.
  Interest income.
  Other expense.
  Net loss and loss per share.
  Fiscal
    Year 2009 Compared to Fiscal Year 2008
  Revenues.
  Cost of sales.
  Research and development expenses.
  Selling, general and administrative
    expenses.
 46




---



##### Table of Contents



Depreciation and amortization
    expense.
  Interest expense.
  Interest income.
  Other expense (income).
  Net loss and loss per share
  Liquidity
    and Capital Resources
    U.S. and/or
         47




---



##### Table of Contents



Year Ended June 30,2010

2009

2008(In thousands)Net cash provided by (used in):Operating activities

$
(12,390
)

$
6,795


$
(7,623
)Investing activities


(18,132
)


(2,912
)


(624
)Financing activities


49,488



(3,265
)


7,882   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
    Fiscal
    Year 2009 Compared to Fiscal Year 2008
  Net Cash
    Provided by (Used in) Operating Activities
    Net Cash
    Used in Investing Activities
    Net Cash
    (Used in) Provided by Financing Activities
   48




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##### Table of Contents



Contractual
    Obligations
    Payments Due by PeriodLess Than








More ThanTotal


1 Year


1-3 Years


3-5 Years


5 Years(In thousands)Long-term debt

$
2,741


$
383


$
544


$
468


$
1,346Interest


691



132



201



148



210Operating leases


319



285



34







New facility construction and open purchase orders


23,800



23,800











Total contractual obligations

$
27,551


$
24,600


$
779


$
616


$
1,556     Off-Balance
    Sheet Arrangements
    Recently
    Issued Accounting Pronouncements
  tm
  2009-13, 2009-13). 2009-13 605-24 2009-13 2009-13 2009-13 2009-13
  2010-06, 2010-06). 2010-06 2010-06
 49




---



##### Table of Contents



2010-17, No. 08-9). 2010-17). 2010-17 2010-17
  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
 50




---



##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data  INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
  PageAudited Consolidated Financial StatementsReports of Independent Registered Public
    Accounting Firms


45Consolidated Balance Sheets as of June 30,
    2010 and 2009


47Consolidated Statements of Operations for the
    years ended June 30, 2010, 2009 and 2008


48Consolidated Statements of Stockholders
    Equity and Comprehensive Loss for the years ended June 30,
    2010, 2009 and 2008


49Consolidated Statements of Cash Flows for the
    years ended June 30, 2010, 2009 and 2008


50Notes to Consolidated Financial Statements


51  51




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm             
    52




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
          ,
  
    53




---



##### Table of Contents



UNILIFE
    CORPORATION AND SUBSIDIARIES
  Consolidated Balance Sheets
  June 30,2010


2009(In thousands, except share data)ASSETSCurrent Assets:Cash and cash equivalents

$
20,750


$
3,627Accounts receivable


1,556



7,333Inventories


797



1,097Prepaid expenses and other current assets


637



223Total current assets


23,740



12,280Property, plant and equipment, net


29,972



9,137Goodwill


10,792



10,235Intangible assets, net


40



43Other assets


273



517Total assets

$
64,817


$
32,212LIABILITIES AND STOCKHOLDERS EQUITYCurrent Liabilities:Accounts payable

$
6,044


$
1,103Accrued expenses


2,911



6,097Current portion of long-term debt


1,648



405Deferred revenue


2,188



2,642Total current liabilities


12,791



10,247Long-term debt, less current portion


1,093



2,728Deferred revenue


6,563



7,926Total liabilities


20,447



20,901Commitments and contingencies (Note 8)Stockholders Equity:Preferred stock, $0.01 par value, 50,000,000 shares
    authorized as of June 30, 2010; none issued or outstanding
    as of June 30, 2010 and 2009






Common stock, $0.01 par value, 250,000,000 shares
    authorized as of June 30, 2010; 54,761,848 and
    36,625,802 shares issued and outstanding as of
    June 30, 2010 and 2009, respectively


548



366Additional
    paid-in-capital


122,397



57,987Accumulated deficit


(79,650
)


(49,902
)Accumulated other comprehensive income


1,075



2,860Total stockholders equity


44,370



11,311Total liabilities and stockholders equity

$
64,817


$
32,212    54




---



##### Table of Contents



UNILIFE
    CORPORATION AND SUBSIDIARIES
  Consolidated Statements of
    Operations
  Year Ended June 30,2010


2009


2008(In thousands, except share data)Revenues:Industrialization fees

$
6,318


$
13,601


$
Licensing fees


2,566



2,456



Product sales and other


2,538



3,919



3,500Total revenues


11,422



19,976



3,500Cost of product sales


2,471



3,426



2,365Gross profit


8,951



16,550



1,135Operating expenses:Research and development


8,495



1,048



532Selling, general and administrative


28,696



14,941



8,211Depreciation and amortization


2,314



915



727Total operating expenses


39,505



16,904



9,470Operating loss


(30,554
)


(354
)


(8,335
)Interest expense


125



249



459Interest income


(1,066
)


(361
)


(203
)Other expense (income), net


135



275



(54
)Net loss

$
(29,748
)

$
(517
)

$
(8,537
)Loss per share:Basic loss per share

$
(0.64
)

$
(0.02
)

$
(0.26
)Diluted loss per share

$
(0.64
)

$
(0.02
)

$
(0.26
)    55




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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


ComprehensiveShares


Amount


Capital


Deficit


Income


Total(In thousands, except share data)Balance as of July 1, 2007


30,371,143


$
304


$
48,109


$
(40,848
)

$
3,308


$
10,873Comprehensive loss:Net loss














(8,537
)






(8,537
)Foreign currency translation


















1,406



1,406Comprehensive loss






















(7,131
)Issuance of options to purchase common stock










846











846Issuance of common stock upon exercise of stock options


293,375



3



431











434Issuance of common stock upon conversion of convertible notes


1,275,834



13



1,648











1,661Issuance of common stock for cash, net of transaction costs


2,333,333



23



2,801











2,824Issuance of common stock in connection with Employee Share Plan


22,033



















Balance as of June 30, 2008


34,295,718



343



53,835



(49,385
)


4,714



9,507Comprehensive loss:Net loss














(517
)






(517
)Foreign currency translation


















(1,854
)


(1,854
)Comprehensive loss






















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










3,463











3,463Issuance of common stock to employees


833,333



8



4,331











4,339Issuance of restricted stock


1,818,000



18



2,236











2,254Issuance of common stock upon exercise of stock options


1,606,419



17



2,332











2,349Issuance 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 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


$
44,370    56




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##### Table of Contents



UNILIFE
    CORPORATION AND SUBSIDIARIES
  Consolidated Statements of Cash
    Flows
  Year Ended June 30,2010


2009


2008(In thousands, except share data)Cash flows from operating activities:Net loss

$
(29,748
)

$
(517
)

$
(8,537
)Adjustments to reconcile net loss to net cash (used in) provided
    by operating activities:Depreciation and amortization


2,314



915



727Share-based compensation expense


10,056



3,059



846Loss on the sale of property, plant and equipment






5



Changes in assets and liabilities:Accounts receivable


5,852



(6,172
)


(6
)Inventories


302



(40
)


(649
)Prepaid expenses and other current assets


(385
)


(126
)


(28
)Other assets


270



(232
)


33Accounts payable


863



586



(400
)Accrued expenses


656



(506
)


391Deferred revenue


(2,570
)


9,823



Net cash (used in) provided by operating activities


(12,390
)


6,795



(7,623
)Cash flows from investing activities:Purchases of property, plant and equipment


(17,562
)


(2,926
)


(904
)Proceeds from the sale of property, plant and equipment






14



280Purchases of certificates of deposit


(9,106
)






Proceeds from the redemption of certificates of deposit


8,536







Net cash used in investing activities


(18,132
)


(2,912
)


(624
)Cash flows from financing activities:Proceeds from the issuance of long-term debt






88



3,017Principal payments on long-term debt


(411
)


(3,391
)


(313
)Proceeds from the issuance of convertible debt










1,920Proceeds from the issuance of common stock, net of issuance costs


47,117







2,824Proceeds from the exercise of options to purchase common stock


2,349



38



434Increase in restricted cash


433







Net cash provided by (used in) financing activities


49,488



(3,265
)


7,882Foreign currency exchange on cash


(1,843
)


122



(334
)Net increase (decrease) in cash and cash equivalents


17,123



740



(699
)Cash and cash equivalents at beginning of year


3,627



2,887



3,586Cash and cash equivalents at end of year

$
20,750


$
3,627


$
2,887Supplemental disclosure of cash flow informationCash paid for interest

$
135


$
183


$
249Supplemental disclosure of non-cash activities:Conversion of convertible notes into common stock

$



$
621


$
1,661Provision for issuance of common shares to former shareholders

$



$
5,070


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

$
5,070


$



$
Purchases of property, plant and equipment in accounts payable
    and accrued liabilities

$
5,051


$



$
    57




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##### 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
     58




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##### Table of Contents



UNILIFE
    CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Use of
    Estimates
    Cash
    and Cash Equivalents
    Accounts
    Receivable
    Inventories
    June 30,2010


2009(In thousands)Raw materials

$
649


$
567Work in process


148



530Total inventories

$
797


$
1,097   Property,
    Plant and Equipment
   59




---



##### Table of Contents



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

Useful LivesMachinery and equipment

3 to 15 yearsFurniture and fixtures

7 yearsLeasehold improvements

Shorter of leasehold improvement life or remaining term of lease     Goodwill
    and Intangible Assets
      Deferred
    Financing Costs
    Income
    Taxes
   60




---



##### Table of Contents



UNILIFE
    CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    740-10  Income Taxes  Overall
  Fair
    Value of Financial Instruments
    Share-Based
    Compensation
    Foreign
    Currency Translation
    Comprehensive
    Income (Loss)
   61




---



##### Table of Contents



UNILIFE
    CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Revenue
    Recognition
        Advertising
    Costs
    Research
    and Development Costs
    Earnings
    (Loss) Per Share
      Government
    Grants
   62




---



##### Table of Contents



UNILIFE
    CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Business
    Segments
    Years Ended June 30,2010


2009


2008(In thousands)Domestic

$
2,538


$
3,919


$
3,500International


8,884



16,057



$
11,422


$
19,976


$
3,500   Reclassifications
    Recently
    Issued Accounting Pronouncements
  tm
  2009-13, 2009-13). 2009-13 605-24 2009-13 2009-13 2009-13 2009-13
  2010-06, 2010-06). 2010-06 2010-06
  2010-17, No. 08-9) 2010-17). 2010-17
 63




---



##### Table of Contents



UNILIFE
    CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  2010-17
  4.
    Equity
    Transactions and Share-Based Compensation              Stock
    Options
   64




---



##### Table of Contents



UNILIFE
    CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
               65




---



##### 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, 2009


6,322,500


$
1.68Granted


6,170,762



6.98Exercised


(1,606,419
)


1.38Cancelled


(472,500
)


2.73Outstanding as of June 30, 2010


10,414,343


$
4.82



2.9


$
18,772Exercisable as of June 30, 2010


7,228,676


$
4.96



2.4


$
14,083   in-the-money
        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

2010


Price


Life (In Years)


2010


Price


Life (In Years)$0.00  $1.80


4,185,246


$
1.66



2.3



3,143,579


$
1.65



2.2$1.81  $5.80


1,949,329



4.93



4.0



639,329



3.95



2.5$5.81  $10.28


4,279,768



7.87



3.0



3,445,768



8.16



2.610,414,343


$
4.82



2.9



7,228,676


$
4.96



2.4     Period From

Period FromJanuary 27, 2010 to

July 1, 2010 to

Years Ended June 30,June 30, 2010

January 26, 2010

2009

2008Number of stock options granted


1,144,000



1,383,333



3,850,000



2,375,000Expected dividend yield


0
%


0
%


0
%


0
%Risk-free interest rate


2.35
%


4.10
%


4.76
%


5.61
%Expected volatility


60
%


79
%


80
%


55
%Expected life (in years)


3.99



4.23



4.4



3.5  66




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##### Table of Contents



UNILIFE
    CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Restricted
    Stock
             67




---



##### Table of Contents



UNILIFE
    CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Grants
    of Common Stock to Employees
      5.
    Property,
    Plant and Equipment and
    Construction-in-Progress    June 30,2010


2009(In thousands)Machinery and equipment

$
10,848


$
5,906Furniture and fixtures


1,265



787Construction in progress


18,560



3,041Leasehold improvements


1,026



1,067Land


2,036



33,735



10,801Less: accumulated depreciation and amortization


(3,763
)


(1,664
)Property, plant and equipment, net

$
29,972


$
9,137            68




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##### Table of Contents



UNILIFE
    CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    6.
    Goodwill
    and Intangible Assets    (In thousands)Balance as of July 1, 2008

$
5,555Issuance of stock options in connection with the acquisition of
    Integrated BioSciences, Inc


457Commitment to issue common stock to former Unitract Syringe Pty
    Limited shareholders


5,070Foreign currency translation


(847
)Balance as of June 30, 2009


10,235Foreign currency translation


557Balance as of June 30, 2010

$
10,792        69




---



##### Table of Contents



UNILIFE
    CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  7.
    Accrued
    Expenses    June 30,2010


2009(In thousands)Accrued payroll and other employee related expenses

$
1,405


$
671Accrued construction costs related to the new manufacturing
    facility


1,003



Accrued other


503



356Provision for the issuance of common stock to former Unitract
    Syringe Pty Limited shareholders






5,070Total accrued expenses

$
2,911


$
6,097   8.
    Commitments
    and Contingencies    For the Year Ending June 30,(In thousands)2011

$
2852012


34$
319       9.
    Long-Term
    Debt    June 30,2010


2009(In thousands)Bank term loans

$
2,393


$
2,709Commonwealth of Pennsylvania assisted loans


332



424Other


16



2,741



3,133Less: current portion of long-term debt


1,648



405Total long-term debt

$
1,093


$
2,728    70




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##### Table of Contents



UNILIFE
    CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
        For the Year Ending June 30,(In thousands)2011

$
3832012


2732013


2712014


2712015


197Thereafter


1,346$
2,741   10.
    Loss Per
    Share    Year Ended June 30,2010


2009


2008(In thousands, except share and per share data)NumeratorNet loss

$
(29,748
)

$
(517
)

$
(8,537
)DenominatorWeighted average number of shares used to compute basic loss per
    share


46,837,066



34,426,353



32,938,477Effect of dilutive options to purchase common stock










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


46,837,066



34,426,353



32,938,477Basic loss per share

$
(0.64
)

$
(0.02
)

$
(0.26
)Diluted loss per share

$
(0.64
)

$
(0.02
)

$
(0.26
)    71




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##### Table of Contents



UNILIFE
    CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    11.
    Income
    Taxes    Years Ended June 30,2010


2009


2008(In thousands)United States

$
(26,773
)

$
(1,448
)

$
(119
)Foreign


(2,975
)


931



(8,418
)$
(29,748
)

$
(517
)

$
(8,537
)   Tax
    Rate Reconciliation
    Year Ended June 30,2010


2009


2008Current


Deferred


Total


Current


Deferred


Total


Current


Deferred


Total(In thousands)U.S. Federal

$



$
(8,692
)

$
(8,692
)

$



$
(1,070
)

$
(1,070
)

$



$
(755
)

$
(755
)State






(2,554
)


(2,554
)






(339
)


(339
)






(123
)


(123
)Foreign






553



553







(663
)


(663
)






(9,883
)


(9,883
)Changes in valuation allowance






10,693



10,693







2,072



2,072







10,761



10,761Income tax provision

$



$



$



$



$



$



$



$



$
     Year Ended June 30,2010

2009

2008Tax at U.S. statutory rate


(35
)%


(35
)%


(35
)%State taxes, net of federal benefit


(9
)%


(11
)%


(6
)%Non-deductible and non-taxable items


7
%


2
%


1
%Change in valuation allowance


37
%


44
%


40
%0
%


0
%


0
%  72




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##### Table of Contents



UNILIFE
    CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Significant
    Components of Deferred Taxes
    June 30,2010


2009(In thousands)Net operating loss carryforwards

$
15,640


$
5,592Share-based compensation expense


2,038



Deferred revenue


2,625



3,170Depreciation differences


(190
)


(239
)Valuation allowance


(20,113
)


(8,523
)Net deferred taxes

$



$
         740-10.
 73




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##### Table of Contents



UNILIFE
    CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    12.
    Employee
    Benefit Plan    13.
    Business
    Alliances  sanofi-aventis
    ready-to-fill ready-to-fill ready-to-fill
   74




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##### Table of Contents



UNILIFE
    CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Stason
    Pharmaceuticals
    14.
    Financial
    Instruments    June 30, 2010

June 30, 2009Carrying

Estimated

Carrying

EstimatedAmount

Fair Value

Amount

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

$
18,629


$
18,629


$
243


$
243       Level 1
  Level 2
  Level 3
   75




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##### Table of Contents



UNILIFE
    CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    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, 2010)

$



$
18,629


$



$
18,629Cash equivalents  certificates of deposit
    (June 30, 2009)

$



$
243


$



$
243   15.
    Quarterly
    Results (unaudited)  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 loss per share

$
(0.06
)

$
(0.13
)

$
(0.23
)

$
(0.18
)Diluted loss per share

$
(0.06
)

$
(0.13
)

$
(0.23
)

$
(0.18
)   Quarter Ended

Quarter Ended

Quarter Ended

Quarter EndedSeptember 30, 2008

December 31, 2008

March 31, 2009

June 30, 2009(In thousands, except per share data)Year Ended June 30, 2009Revenues

$
2,305


$
5,822


$
4,146


$
7,703Gross profit


1,201



4,806



3,492



7,051Net (loss) income


(1,616
)


(861
)


(271
)


2,231Basic (loss) income per share

$
(0.05
)

$
(0.03
)

$
(0.01
)

$
0.06Diluted (loss) income per share

$
(0.05
)

$
(0.03
)

$
(0.01
)

$
0.06     16.
    Subsequent
    Events     76




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##### 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) Form 10-K.
  Changes
    in Internal Control
  Rule 13a-15(f)
    Item 9B.
    Other
    Information   PART III Item 10.
    Directors,
    Executive Officers and Corporate Governance    Name

Age

PositionSlavko James Joseph Bosnjak


61


Chairman and DirectorAlan Shortall


56


Director and Chief Executive OfficerJohn Lund


44


DirectorWilliam Galle


70


DirectorJeff Carter


52


DirectorMary Katherine Wold


57


DirectorMarc S. Firestone


50


DirectorR. Richard Wieland II


65


Chief Financial Officer and Executive Vice PresidentEugene Shortall


59


Senior Vice President of Business DevelopmentBernhard Opitz


53


Senior Vice President of OperationsMark V. Iampietro


57


Vice President of Quality and Regulatory AffairsStephen Allan


36


Vice President of Marketing and CommunicationsJ. Christopher Naftzger


43


Vice President, General Counsel, Corporate Secretary and Chief
    Compliance Officer   Biographical
    Summaries
  Slavko James Joseph Bosnjak.
 77




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##### Table of Contents



Alan Shortall. Medical Device and Diagnostic Industry
  John Lund. E-rewards,
  William Galle.
  Jeff Carter. Coca-Cola
 78




---



##### Table of Contents



Mary Katherine Wold.
  Marc S. Firestone.
  R. Richard Wieland II.
  Eugene Shortall.
  Bernhard Opitz.
  Mark V. Iampietro.
  Stephen Allan.
 79




---



##### Table of Contents



J. Christopher
    Naftzger.
  Section 16(a)
    Beneficial Ownership Reporting Compliance
    Code of
    Ethics
  www.unilife.com
  Audit
    Committee
    Item 11.
    Executive
    Compensation  RISK
    MANAGEMENT AND INCENTIVE COMPENSATION
    
    Any financial performance objectives of our annual cash
    incentive and equity grant programs are objectives that are
    reviewed and approved by our board of directors.
    The performance measures for our annual cash incentive program
    for our named executive officers are based on the same set of
    Company goals as for other employees.
    Our annual cash incentive program is designed to reward
    bonus-eligible employees for committing to and delivering goals
    that are aligned with our strategic plan, with objectives linked
    to the strategic plan or performance of our Company.
    The goals are reviewed by senior management and our board of
    directors to ensure that they are focused on business activity
    that advances the stockholders interests and do not
    encourage excessive or potentially damaging risk-taking. 80




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##### Table of Contents




    The amount of annual cash incentive compensation is not set at
    such an aggressive level that it would induce bonus-eligible
    employees to take inappropriate risks that could threaten our
    financial and operating stability.
    Because the performance measures for our annual cash incentive
    program are based on strategic objectives of our business plan,
    none of the goals approved under our annual cash incentive
    compensation program would encourage manipulation of reported
    earnings to enhance the compensation of any employee.
    Our compensation programs are balanced to avoid too much focus
    on equity or annual cash incentive compensation, do not contain
    highly leveraged payout curves or uncapped payouts, do not set
    unreasonable thresholds and do not encourage short-term business
    decisions to meet payout thresholds.  COMPENSATION
    DISCUSSION AND ANALYSIS
  Introduction
  Form 10-K
    
    Alan Shortall, who is our Chief Executive Officer;
    R. Richard Wieland II, who became our Executive Vice President
    and Chief Financial Officer in June 2010;
    Daniel Calvert, who resigned as our Chief Financial Officer in
    June 2010;
    Eugene Shortall, who is our Senior Vice President, Business
    Development;
    Bernhard Opitz, who is our Senior Vice President,
    Operations; and
    Mark V. Iampietro, who is our Vice President, Quality Systems
    and Regulatory Affairs.  Executive
    Summary
    
    Pennsylvania Economic Development
    Assistance:  In October 2009, we accepted a
    $5.2 million offer of assistance from the Commonwealth of
    Pennsylvania. The offer includes $2.2 million in a low
    interest loan for the development of our new global headquarters
    and manufacturing facility. The offer also includes a
    $2.0 million grant for debt service, a $0.5 million
    opportunity grant as well as $0.5 million in tax credits.
    Development of New Global Headquarters and Manufacturing
    Facility: In November 2009, we acquired 38 acres of
    land in York County, Pennsylvania for the development of our new
    165,000 square foot office, manufacturing, warehousing and
    distribution facility. We began construction in November 2009
    and made substantial progress towards its completion.
    Redomiciliation and Nasdaq listing:  In the
    third quarter of fiscal 2010, we completed a redomiciliation
    from Australia to the State of Delaware and successfully listed
    our common stock on the Nasdaq Global Market.
    Agreement with sanofi-aventis on exclusivity
    list:  On February 25, 2010, we executed a
    letter agreement with sanofi-aventis, pursuant to which the
    parties agreed on a list of therapeutic drug classes within
    which sanofi-aventis has the exclusive right to purchase the
    Unifill syringe. Sanofi-aventis has secured exclusivity for the
    Unifill syringe within the full therapeutic classes of
    antithrombotic agents and vaccines until June 30, 2014 and
    has also secured exclusivity in an additional four smaller
    subgroups that fall within other 81




---



##### Table of Contents



therapeutic classes that we believe represent new market
    opportunities in the pharmaceutical use of prefilled syringes.  
    Agreement with Stason Pharmaceuticals:  In
    March 2010, we signed an exclusive five year agreement with
    Stason Pharmaceuticals; a U.S. based pharmaceutical company
    to market our Unitract 1mL syringe in Japan, China and Taiwan.
    Under the agreement, Stason Pharmaceuticals is required to
    purchase a minimum of 1.0 million units of the Unitract 1
    mL syringe per year during the term of the contract.
    FDA Clearance:  During April 2010, we received
    510(k) market clearance from the Food and Drug Administration
    for our Unitract 1 mL Insulin Syringe, which is assembled at our
    Lewisberry, Pennsylvania manufacturing facility.        Compensation
    Philosophy and Objectives
    
    a pay-for-performance orientation that delivers pay
    based on Company and individual performance;
    long-term incentives, including stock-based awards, to more
    closely align the interests of named executive officers with the
    long-term interests of stockholders; and
    individual wealth accumulation through long-term incentives,
    rather than through pensions.   82




---



##### Table of Contents



Setting
    Executive Compensation
           83




---



##### Table of Contents



Benchmarking
    ABAXIS Inc

Conceptus Inc

Insulet Corp

SonoSite IncABIOMED Inc

CryoLife Inc.

IRIS International Inc.

Spectranetics Corp(The)Accuray Inc

Cutera Inc

Kensey Nash Corp

Stereotaxis IncAlphatec Holdings Inc

Cyberonics Inc

Mako Surgical Corp

SurModics IncAnalogic Corp

Cynosure Inc

Micrus Endovascular Corp

Symmetry Medical IncAngioDynamics Inc

Delcath Systems Inc

Natus Medical Inc

Synovis Life Technologies IncAspect Medical Systems Inc

DexCom Inc

NxStage Medical Inc

TomoTherapy IncATS Medical Inc

Electro-Optical Sciences Inc

Orthovita Inc

Volcano CorpBovie Medical Corp

Exactech Inc

Palomar Medical Technologies Inc

Wright Medical Group IncCantel Medical Corp.

HeartWare International Inc

Solta Medical Inc

Young Innovations IncCardo Medical Inc

I-Flow Corp

Somanetics Corp

Zoll Medical Corp     Elements
    of Compensation
    
    base salary;
    annual cash incentives;
    long-term incentives in the form of stock options and restricted
    stock awards; and
    other benefits and perquisites.     84




---



##### Table of Contents



Base
    Salary
        Annual
    Cash Incentive Compensation and Bonuses
         85




---



##### Table of Contents




    Alan Shortall  strengthening the board of directors;
    hiring a new Chief Financial Officer and a General Counsel,
    Corporate Secretary and Chief Compliance Officer; production of
    the Unitract 1mL syringe in our FDA-registered facility in
    Lewisberry, PA; continued progress on the industrialization of
    the Unifill ready-to-fill syringe; and the construction and
    financing of a new, custom-built manufacturing and headquarters
    facility near York, PA.
    R. Richard Wieland II  financing of the new facility;
    successful year-end audit process; implementation of a
    Sarbanes-Oxley compliance program and the assessment and
    reorganization of the finance and accounting function.
    Daniel Calvert  management of our financial affairs
    and the development of business plan models and corporate
    strategy; and transition of the finance and administration
    function to our new Chief Financial Officer.
    Eugene Shortall  management of the Unifill
    ready-to-fill syringe project and completion of key project
    milestones; and oversight of the construction of the new
    manufacturing facility to ensure
    on-time and
    on-budget
    completion of the project.
    Bernhard Opitz  expansion of our operational,
    engineering and production personnel and oversight of the
    construction of the new manufacturing facility to ensure that
    all operational requirements are met.
    Mark V. Iampietro  management of our quality systems
    and regulatory affairs, including issuance of new 510(k) and CE
    mark approvals; and oversight of the construction of the new
    facility to ensure that all quality and regulatory requirements
    are met.    Long-Term
    Incentive Compensation
   86




---



##### Table of Contents



Chief Executive Officer Incentive Compensation Package for
    Fiscal 2010.
 87




---



##### Table of Contents




    Signing supply agreements with sanofi-aventis for
    100 million or more Unifill Ready to Fill Syringes;
    First new agreement for Unifill Ready to Fill Syringe with
    pharmaceutical company other than sanofi-aventis or its
    affiliates;
    Agreement with any pharmaceutical company, including
    sanofi-aventis, for a new product (other than the Unifill Ready
    to Fill Syringe);
    Expand business capability by installing the first Unifill Ready
    to Fill Syringe production line in a clean room in
    Unilifes new Pennsylvania facility, including the
    successful operation qualification (OQ) of the line;
    First shipment of production quality (PQ), sterile Unifill Ready
    to Fill Syringes to sanofi-aventis from commercial production
    line.     88




---



##### Table of Contents



Number ofOptions


Percent-Eligible to


age ofPerformance Milestones

Vest


OptionsFair Market Value of one Share of Unilife Corporation common
    stock, on the Nasdaq Stock Market or other US established
    securities exchange or market on which the stock may be trading
    at the time, is $9.45 or more for a minimum of 20 out of any 30
    consecutive trading days


250,000 Options



30
%Fair Market Value of one Share of Unilife Corporation common
    stock, on the Nasdaq Stock Market or other US established
    securities exchange or market on which the stock may be trading
    at the time, is $12.15 or more for a minimum of 20 out of any 30
    consecutive trading days


250,000 Options



30
%Fair Market Value of one Share of Unilife Corporation common
    stock, on the Nasdaq Stock Market or other US established
    securities exchange or market on which the stock may be trading
    at the time, is $17.82 or more for a minimum of 20 out of any 30
    consecutive trading days


334,000 Options



40
%Total


834,000 Options



100
%     Savings
    Plans
    Other
    Benefits and Perquisites
   89




---



##### Table of Contents



Employment
    Agreements
    Severance
      Policies,
    Guidelines and Practices Related to Executive
    Compensation
  The
    Compensation Committee
    
    develop and implement an executive compensation policy to
    support overall business strategies and objectives, attract and
    retain key executives, link compensation with business
    objectives and organizational performance, and provide
    competitive compensation;
    approve compensation for the Chief Executive Officer, including
    relevant performance goals and objectives, review and approve
    compensation for other named executive officers, and oversee
    their evaluations;
    make recommendations to our board of directors with respect to
    the adoption of equity-based compensation plans and incentive
    compensation plans; 90




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##### Table of Contents




    review the outside directors compensation program for
    competitiveness and plan design, and recommend changes to our
    board of directors, as appropriate;
    oversee the management succession process for our Chief
    Executive Officer and selected senior executives;
    oversee general compensation plans and initiatives; and
    consult with senior management on major policies affecting
    employee relations and benefits.  Guidelines
    for Share Ownership and Holding Periods for Equity
    Awards
      Potential
    Impact on Compensation from Executive Misconduct
      Tax
    Matters
     91




---



##### Table of Contents



Accounting
    Matters
  Compensation  Stock Compensation.
  Compensation
    Committee Interlocks and Insider Participation
    Compensation
    Committee Report
  Form 10-K
        Compensation
    of Named Executive Officers
  Summary
    Compensation Table
    Non-EquityIncentiveStock


Option


Plan


All OtherSalary


Bonus


Awards


Awards


Compensation


Compensation


TotalName and Position

Year


($)


($)


($)


($)


($)(3)


($)


($)Alan Shortall(4)


2010



428,019







7,742,240



2,652,120



200,000



64,805
(5)

$
11,087,184Chief Executive Officer


2009



321,991



144,540



1,541,025
(1)


1,408,400
(2)


166,908



142,035



3,724,899R. Richard Wieland II(6)


2010



4,712







422,400



570,000



8,167



3,858



1,009,137Chief Financial OfficerDaniel Calvert(7)


2010



160,612















24,000



80,530
(8)


265,142Former Chief Financial Officer


2009



86,154











277,656
(2)


37,333



7,722



408,865Eugene Shortall(9)


2010



223,437







1,214,000







112,269



168,435
(10)


1,718,141Senior Vice President of Business Development


2009



185,760















41,941



8,225



235,926Bernhard Opitz(11)


2010



210,000















63,000



185,785
(12)


458,785Senior Vice President of Operations


2009



121,154











277,656
(2)


36,750



22,374



457,934Mark V. Iampietro(13)


2010



185,000







303,500







46,250



30,459
(14)


565,209Vice President of Quality and Regulatory Affairs  92




---



##### Table of Contents



(1)
    
    This restricted stock grant was issued with a fair value
    determined in Australian dollars. Amounts were converted using
    the exchange rate on the date of grant. The amount referenced is
    equal to the grant date fair value recognized under FASB ASC
    Topic 718. See Note 4 of our consolidated financial
    statements contained elsewhere in this report for information
    regarding assumptions used in determining grant date fair value.(2)
    
    These option awards were issued with exercise prices in
    Australian dollars. Amounts were converted using the exchange
    rate at June 30, 2009 of A$1.00 = US$0.8048. The amount
    referenced is equal to the grant date fair value of the stock
    options using the Black-Scholes and Barrier option-pricing
    models. See Note 4 of our consolidated financial statements
    contained elsewhere in this report for information regarding
    assumptions used in determining grant date fair value.(3)
    
    We provide more detailed information about non-equity incentive
    plan compensation in the footnotes to the Grants of Plan-Based
    Awards Table below. The amounts in this column reflect the
    annual cash incentive awards earned for services performed
    during fiscal year 2010.(4)
    
    Prior to his relocation from Australia to the United States in
    February 2009 and until April 2009, Mr. A. Shortall had
    been receiving his cash compensation in Australian dollars,
    which, for purposes of the 2009 amounts in this Summary
    Compensation Table, were converted into U.S. dollars using the
    average exchange rate during the applicable period.(5)
    
    Includes payments of $28,189 related to the purchase and
    maintenance of an automobile. Also includes $33,350 related to
    travel expenses of family members accompanying Mr. A.
    Shortall on business trips and $3,266 of other expenses.(6)
    
    Mr. Wieland has been serving as our Chief Financial Officer
    since June 8, 2010. The amounts disclosed in the table
    above reflect amounts earned from June 8, 2010 to
    June 30, 2010.(7)
    
    Mr. Calvert served as our Chief Financial Officer from
    December 2, 2008 to June 8, 2010. The amounts
    disclosed in the table above reflect amounts earned from
    December 2, 2008 to June 8, 2010.(8)
    
    Includes $80,000 related to severance payments.(9)
    
    Mr. E. Shortall had been receiving his cash compensation
    primarily in Australian dollars, which, for purposes of the 2009
    amounts in this summary compensation table, were converted into
    U.S. dollars using the average exchange rate during the
    applicable period.(10)
    
    Includes $157,359 in connection with relocation and $11,076 in
    connection with the purchase of an automobile.(11)
    
    Mr. Opitz has served as our Senior Vice President of
    Operations since December 2008. The 2009 amounts disclosed in
    the table above reflect amounts earned from December 2008 to
    June 2009.(12)
    
    Represents amounts related to relocation; $40,530 of the amount
    indicated is a reimbursement for taxes incurred by the named
    executive officer on the relocation payments.(13)
    
    Mr. Iampietro has served as our Vice President of Quality
    and Regulatory Affairs since October 2008. Only 2010 data is
    provided because Mr. Iampietro was not one of our named
    executive officers for fiscal 2009.(14)
    
    Represents amounts related to relocation. 93




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##### Table of Contents



Grants of
    Plan-Based Awards
    Grants of
    Plan-Based Awards in Fiscal Year 2010*
  EstimatedFuture Payouts





All Option





Grant DateUnder


All Other


Awards:


Exercise or


Fair ValueNon-Equity


Stock Awards:


Number of


Base Price of


of Stock andIncentive Plan


Number of


Securities


Option


OptionAward





Awards Target


Shares of


Underlying


Awards


AwardsName

Type(1)


Grant Date


($)


Stock or Units


Options


($)


($)Alan Shortall


RS



2/3/10







1,166,000











7,742,240OP



2/3/10











834,000



6.64



2,652,120AIC







200,000
(2)














R. Richard Wieland II


RS



6/8/10







80,000











422,400OP



6/8/10











240,000



5.28



570,000AIC







57,167
(3)














Daniel Calvert


AIC







64,000
(4)














Eugene Shortall


RS



3/26/10







200,000











1,214,000AIC







120,000
(5)














Bernhard Opitz


AIC







63,000
(6)














Mark V. Iampietro


RS



3/26/10







50,000











303,500AIC







46,250
(7)














     *
    
    Includes only those columns relating to grants awarded to the
    named executive officers in fiscal 2010. All other columns have
    been omitted.(1)
    
    Award Type:
    OP = stock option
    RS = restricted stock award
    AIC = annual incentive cash award(2)
    
    Pursuant to Mr. A. Shortalls employment agreement, he
    is eligible to receive, subject to satisfaction of specified
    KPIs, an incentive compensation payment of up to $200,000 per
    calendar year for his services. The incentive compensation
    payment for services performed in calendar year 2010 is payable
    during the first quarter of calendar year 2011.(3)
    
    Mr. Wieland has served as our Chief Financial Officer since
    June 8, 2010. Pursuant to Mr. Wielands
    employment agreement, he is eligible to receive, subject to
    satisfaction of specified KPIs, an incentive compensation
    payment of up to 40% of his base salary per calendar year for
    his services. The incentive compensation payment for services
    performed in calendar year 2010 is payable during the first
    quarter of calendar year 2011.(4)
    
    Mr. Calvert served as our Chief Financial Officer through
    June 8, 2010. Pursuant to Mr. Calverts
    employment agreement, he was eligible to receive, subject to
    satisfaction of specified KPIs, an incentive compensation
    payment of up to 40% of his base salary per calendar year for
    his services. Mr. Calvert will not receive an incentive
    compensation payment for calendar year 2010 as he is no longer
    employed by Unilife.(5)
    
    Pursuant to Mr. E. Shortalls employment agreement, he
    is eligible to receive, subject to satisfaction of specified
    KPIs, an incentive compensation payment of up to 50% of his base
    salary per calendar year for his services. The incentive
    compensation payment for services performed in calendar year
    2010 is payable during the first quarter of calendar year 2011.(6)
    
    Pursuant to Mr. Opitzs employment agreement, he is
    eligible to receive, subject to satisfaction of specified KPIs,
    an incentive compensation payment of up to 30% of his base
    salary per calendar year for his services. The incentive
    compensation payment for services performed in calendar year
    2010 is payable during the first quarter of calendar year 2011. 94




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##### Table of Contents



(7)
    
    Pursuant to Mr. Iampietros employment agreement, he
    is eligible to receive, subject to satisfaction of specified
    KPIs, an incentive compensation payment of up to 25% of his base
    salary per calendar year for his services. The incentive
    compensation payment for services performed in calendar year
    2010 is payable during the first quarter of calendar year 2011.  Outstanding
    Equity Awards Table*
    Option Awards


Stock AwardsNumber of


Number of











Market ValueSecurities


Securities








Number of


of Shares orUnderlying


Underlying








Shares or


Units ofUnexercised


Unexercised


Option





Units of Stock


Stock ThatOptions


Options


Exercise


Option


That Have


Have NotName

(# Exercisable)


(# Unexercisable)


Price ($)


Expiration Date


Not Vested


Vested(1)Alan Shortall






834,000
(2)


6.64



02/03/15







833,333



416,667
(3)


1.70
(4)


09/30/13



















1,166,000
(5)


6,786,120R. Richard Wieland II






240,000
(6)


5.28



06/08/15



















80,000
(7)


465,600Daniel Calvert


156,367



83,333



1.70
(4)


06/30/12







Eugene Shortall






































200,000
(8)


1,164,000Bernhard Opitz


166,667



83,333
(9)


1.70
(4)


06/30/12







Mark V. Iampietro


66,667



33,333
(10)


1.70
(4)


06/30/12























50,000
(11)


291,000     *
    
    Includes only those columns which are applicable.(1)
    
    The market value of all stock awards is based upon the closing
    price of our common stock of $5.82 at June 30, 2010.(2)
    
    The options will vest as follows: 250,000 options will vest upon
    our share price reaching $9.45 or more for a minimum of 20 out
    of any 30 consecutive trading days, 250,000 options will vest
    upon our share price reaching $12.15 or more for a minimum of 20
    out of any 30 consecutive trading days and 334,000 options will
    vest upon our share price reaching $17.82 or more for a minimum
    of 20 out of any 30 consecutive trading days. The options will
    also vest upon a change in control of Unilife or upon
    Mr. A. Shortalls death or termination of employment
    due to total disability.(3)
    
    The options will vest on May 28, 2011.(4)
    
    Option awards were issued with an exercise price in Australian
    dollars. Amounts were converted using the exchange rate at
    June 30, 2010 of A$1.00 = US$0.8567.(5)
    
    Mr. A. Shortalls shares of restricted stock are
    subject to vesting based on the achievement of the following
    performance milestones: 233,200 restricted shares will vest upon
    the signing of supply agreements with sanofi-aventis for
    100 million or more Unifill syringes. 233,200 restricted
    shares will vest upon the signing of the first new agreement for
    the Unifill syringe with a pharmaceutical company other than
    sanofi-aventis or its affiliates. 233,200 restricted shares will
    vest upon the signing of an agreement with any pharmaceutical
    company, including sanofi-aventis, for a new product (other than
    the Unifill syringe). 233,200 restricted shares will vest upon
    the installation of the first Unifill syringe production line
    into a clean room in our new facility, including the successful
    operational qualification of the line. 233,200 restricted shares
    will vest upon the first shipment of production quality sterile
    Unifill syringes to sanofi-aventis from a commercial production
    line. The shares of restricted stock will also vest upon a
    change in control of Unilife or upon Mr. A. Shortalls
    death or termination of employment due to total disability. 95




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##### Table of Contents



(6)
    
    The options will vest as follows provided that Mr. Wieland
    remains employed with us through the relevant vesting date:
    60,000 options will vest upon our market capitalization reaching
    $500 million or more for 20 consecutive trading days;
    60,000 options will vest upon our market capitalization reaching
    $750 million or more for 20 consecutive trading days;
    60,000 options will vest upon our market capitalization reaching
    $1,250 million or more for 20 consecutive trading days; and
    60,000 options will vest upon our market capitalization reaching
    $1,500 million or more for 20 consecutive trading days. The
    options will also vest upon a change in control of Unilife, upon
    Mr. Wielands resignation within 180 days after
    Alan Shortall ceases to be our Chief Executive Officer for any
    reason, or upon Mr. Wielands death or termination of
    employment due to total disability.(7)
    
    The shares of restricted stock will vest as follows provided
    that Mr. Wieland remains employed with us through the
    relevant vesting date: 20,000 shares will vest on the third
    trading day after the Companys release of earnings for the
    fiscal quarter which includes the first anniversary of the date
    of grant, 20,000 shares will vest on the third trading day
    after the Companys release of earnings for the fiscal
    quarter which includes the second anniversary of the date of
    grant, and 40,000 shares will vest on the third trading day
    after the Companys release of earnings for the fiscal
    quarter which includes the third anniversary of the date of
    grant. The shares of restricted stock will also vest upon a
    change in control of Unilife, upon Mr. Wielands
    resignation within 180 days after Alan Shortall ceases to
    be our Chief Executive Officer for any reason, or upon
    Mr. Wielands death or termination of employment due
    to total disability.(8)
    
    The shares of restricted stock will vest as follows provided
    that Mr. E. Shortall remains employed with us through the
    relevant vesting date: 50,000 shares will vest on the third
    trading day after the Companys release of earnings for the
    fiscal quarter which includes the first anniversary of the date
    of grant, 50,000 shares will vest on the third trading day
    after the Companys release of earnings for the fiscal
    quarter which includes the second anniversary of the date of
    grant, and 100,000 shares will vest on the third trading
    day after the Companys release of earnings for the fiscal
    quarter which includes the third anniversary of the date of
    grant. The shares of restricted stock will also vest upon a
    change in control of Unilife, or upon Mr. E.
    Shortalls death or termination of employment due to total
    disability.(9)
    
    The options will vest on December 2, 2010 provided that
    Mr. Opitz remains employed with us through that date. The
    options will also vest upon a change in control of Unilife or
    upon Mr. Opitz death or termination of employment due
    to total disability.(10)
    
    The options will vest on October 17, 2010 provided that
    Mr. Iampietro remains employed with us through that date.
    The options will also vest upon a change in control of Unilife
    or upon Mr. Iampietros death or termination of
    employment due to total disability.(11)
    
    The shares of restricted stock will vest as follows provided
    that Mr. Iampietro remains employed with us through the
    relevant vesting date: 12,500 shares will vest on the third
    trading day after the Companys release of earnings for the
    fiscal quarter which includes the first anniversary of the date
    of grant, 12,500 shares will vest on the third trading day
    after the Companys release of earnings for the fiscal
    quarter which includes the second anniversary of the date of
    grant, and 25,000 shares will vest on the third trading day
    after the Companys release of earnings for the fiscal
    quarter which includes the third anniversary of the date of
    grant. The shares of restricted stock will also vest upon a
    change in control of Unilife, or upon Mr. Iampietros
    death or termination of employment due to total disability. 96




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##### Table of Contents



Option
    Exercises and Stock Vested
    Option
    Exercises and Stock Vested in Fiscal Year 2010
  Option AwardsValueNumber of


Realized onShares Acquired


Exercise(1)Name

on Exercise


($)Alan Shortall






R. Richard Wieland II






Daniel Calvert


10,300



8,688Eugene Shortall






Bernhard Opitz






Mark. V. Iampietro






     (1)
    
    Represents the difference between the exercise price of the
    stock options and the fair market value of Unilife common stock
    at exercise. Amount was converted using the exchange rate on the
    date of exercise.(2)
    
    No stock awards vested during the fiscal year ended
    June 30, 2010 for any of our named executive officers.  Potential
    Payments Upon Termination or Changes in Control
       97




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##### Table of Contents



Voluntary


Termination





TerminationResignation


Without Cause





Without Causeor


Prior to





AfterTermination


Change in


Change in


Change in


Death orName

Benefit

for Cause


Control(1)


Control(2)


Control


Disability(2)Alan Shortall

Cash severance





$
315,000
(3)





$
315,000
(3)


Options





$
1,716,668
(4)

$
1,716,668
(4)

$
(4
)

$
1,716,668
(4)Restricted Stock





$
6,786,120
(5)

$
6,786,120
(5)

$
(5
)

$
6,786,120
(5)Health Benefits


















Relocation

$
100,000
(6)

$
100,000
(6)

$
100,000
(6)

$
100,000
(6)

$
100,000
(6)Total value

$
100,000


$
8,917,788


$
8,602,788


$
415,000


$
8,602,788Daniel Calvert(7)

Cash severance


















Options


















Restricted Stock


















Health Benefits


















Relocation


















Total value


















Eugene Shortall

Cash severance





$
120,000
(8)





$
401,941
(11)


Options


















Restricted Stock










1,164,000
(12)






1,164,000
(12)Health Benefits





$
3,115
(9)





$
9,345
(13)


Relocation

$
110,000
(10)

$
110,000
(10)

$
110,000
(10)

$
110,000
(10)

$
110,000
(10)Total value

$
110,000


$
233,115


$
1,274,000


$
521,286


$
1,274,000Bernhard Opitz

Cash severance





$
157,500
(14)





$
378,000
(16)


Options









$
343,332
(17)





$
343,332
(17)Restricted Stock


















Health Benefits





$
4,672
(15)





$
9,345
(18)


Relocation


















Total value





$
162,172


$
343,332


$
387,345


$
343,332Mark V. Iampietro

Cash severance





$
92,500
(19)





$
333,000
(23)


Options









$
137,332
(21)





$
137,332
(21)Restricted Stock









$
291,000
(22)





$
291,000
(22)Health Benefits





$
3,115
(20)





$
9,345
(24)


Relocation


















Total value





$
95,615


$
428,332


$
342,345


$
428,332R. Richard Wieland II(25)

Cash severance





$
245,000
(26)





$
367,500
(30)


Options





$
129,600
(27)

$
129,600
(27)





$
129,600
(27)Restricted Stock





$
465,600
(28)

$
465,600
(28)





$
465,600
(28)Health Benefits





$
3,115
(29)





$
9,345
(29)


Relocation


















Total value





$
843,315


$
595,200


$
376,845


$
595,200     (1)
    
    Except with respect to Mr. Alan Shortall, Termination
    Without Cause includes termination due to our decision not to
    renew a named executive officers employment agreement if
    the named executive officer was willing and able to continue
    performing services under the terms of the employment agreement.(2)
    
    Upon a change of control or in the case of termination of
    employment due to death or total disability, all outstanding
    options and shares of restricted stock vest.(3)
    
    The cash severance payment to Mr. A. Shortall is calculated
    based on an amount equal to nine months of his total salary
    compensation for the fiscal year in which employment is
    terminated. 98




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##### Table of Contents



(4)
    
    This amount represents the accelerated vesting of 416,667
    options based on the excess, if any,,between $5.82, the closing
    price of our shares on June 30, 2010, and the option
    exercise price of $1.70. The option exercise price was converted
    from Australian dollars to US dollars using the exchange rate at
    June 30, 2010 of A$1.00 = US$0.8567.(5)
    
    This amount represents the value of the accelerated vesting of
    1,166,000 shares of restricted stock based on a value per
    share as of June 30, 2010 of $5.82, the closing price of
    our shares on June 30, 2010.(6)
    
    Upon the end of Mr. A. Shortalls employment with us
    in the United States we have the obligation to pay for the
    relocation of Mr. A. Shortall and his family from the
    United States to Australia, including moving his personal and
    household effects. The amount above represents the estimated
    expenses associated with such relocation as of June 30,
    2010.(7)
    
    Mr. Calvert resigned from his position as Chief Financial
    Officer effective June 8, 2010. In return for a general
    release of claims, we agreed to provide Mr. Calvert with
    receive severance benefits consisting of $80,000, which is an
    amount equal to six months of his annual salary, paid in
    installments, and payments of $6,623 for the cost of his COBRA
    health care continuation coverage for six months.(8)
    
    This amount represents an amount equal to six months of
    Mr. E. Shortalls total salary compensation for
    the fiscal year in which employment is terminated.(9)
    
    This amount represents the cost of six months of Mr. E.
    Shortalls COBRA health care continuation coverage.(10)
    
    Upon the end of Mr. E. Shortalls employment with us
    in the United States we have the obligation to pay for the
    relocation of Mr. E. Shortall and his family from the
    United States to Kuwait, including moving his personal and
    household effects. The amount above represents the estimated
    expenses associated with such relocation as of June 30,
    2010.(11)
    
    This amount represents an amount equal to eighteen months of
    Mr. E. Shortalls total salary compensation for the
    fiscal year in which employment is terminated ($360,000) plus
    the amount of the bonus paid to Mr. E. Shortall in our
    fiscal year ended June 30, 2009 ($41,941).(12)
    
    This amount represents the value of the accelerated vesting of
    200,000 shares of restricted stock based on a value per
    share as of June 30, 2010 of $5.82, the closing price of
    our shares on June 30, 2010.(13)
    
    This amount represents the cost of 18 months of Mr. E.
    Shortalls COBRA health care continuation coverage.(14)
    
    This amount represents an amount equal to nine months of
    Mr. Opitzs total salary compensation for the fiscal
    year in which employment is terminated.(15)
    
    This amount represents the cost of nine months of
    Mr. Opitzs COBRA health care continuation coverage.(16)
    
    This amount represents an amount equal to eighteen months of
    Mr. Opitzs total salary compensation for the fiscal
    year in which employment is terminated ($315,000) plus the
    amount of the bonus paid to Mr. Opitz in our fiscal year
    ended June 30, 2009 ($63,000).(17)
    
    This amount represents the value of the accelerated vesting of
    83,333 options based on the excess, if any, between $5.82, the
    closing price of our shares on June 30, 2010, and the
    option exercise price of $1.70. The option exercise price was
    converted from Australian dollars to US dollars using the
    exchange rate at June 30, 2010 of A$1.00 = US$0.8567.(18)
    
    This amount represents the cost of 18 months of
    Mr. Opitzs COBRA health care continuation coverage.(19)
    
    This amount represents an amount equal to six months of
    Mr. Iampietros total salary compensation for the
    fiscal year in which employment is terminated.(20)
    
    This amount represents the cost of six months of
    Mr. Iampietros COBRA health care continuation
    coverage.(21)
    
    This amount represents the accelerated vesting of 33,333 options
    based on the excess, if any, between $5.82, the closing price of
    our shares on June 30, 2010, and the option exercise price
    of $1.70. The option exercise price was converted from
    Australian dollars to US dollars using the exchange rate at
    June 30, 2010 of A$1.00 = US$0.8567.(22)
    
    This amount represents the value of the accelerated vesting of
    50,000 shares of restricted stock based on a value per
    share as of June 30, 2010 of $5.82, the closing price of
    our shares on June 30, 2010. 99




---



##### Table of Contents



(23)
    
    This amount represents an amount equal to 18 months of
    Mr. Iampietros total salary compensation for the
    financial year in which employment is terminated ($277,500) plus
    the amount of the bonus paid to Mr. Iampietro in our fiscal
    year ended June 30, 2009 ($55,500).(24)
    
    This amount represents the cost of 18 months of
    Mr. Iampietros COBRA health care continuation
    coverage.(25)
    
    If Mr. Wieland resigns his employment with us within
    180 days after Alan Shortall ceases to be our chief
    executive officer for any reason, Mr. Wieland is entitled
    to receive the payments set forth under Termination
    Without Cause After a Change in Control.(26)
    
    This amount represents an amount equal to 12 months of
    Mr. Wielands total salary compensation for the fiscal
    year in which employment is terminated.(27)
    
    This amount represents the accelerated vesting of 240,000
    options based on the excess, if any between $5.82, the closing
    price of our shares on June 30, 2010, and the option
    exercise price of $5.28.(28)
    
    This amount represents the value of the accelerated vesting of
    80,000 shares of restricted stock based on a value per
    share as of June 30, 2010 of $5.82, the closing price of
    our shares on June 30, 2010.(29)
    
    This amount represents the cost of 18 months of
    Mr. Wielands COBRA health care continuation coverage.(30)
    
    This amount represents an amount equal to eighteen months of
    Mr. Wielands total salary compensation for the
    financial year in which employment is terminated ($367,500) plus
    the amount of the bonus paid to Mr. Wielands in our
    fiscal year ended June 30, 2009 ($0).  DIRECTOR
    COMPENSATION
    Director CompensationNonqualifiedFees Earned








Deferredor Paid


Stock


Option


Compensation


All OtherName

in Cash


Awards


Awards


Earnings


Compensation


Total($)


($)


($) (1)


($)(2)


($)


($)Slavko James Joseph Bosnjak


105,863
(3)










9,528







115,391William Galle


45,750







240,961







307



287,018Jeff Carter


47,638
(4)






240,961



4,287



405,515
(5)


698,401John Lund(6)


47,542







240,961







6,487



294,990Mary Katherine Wold(7)


9,333



















9,333     (1)
    
    All option awards were issued with an exercise price in
    Australian dollars. Amounts were converted using the exchange
    rate on the date of grant of A$1.00 = US$0.9197. The amount
    referenced is calculated using the grant date fair value of the
    stock options using the Black-Scholes option-pricing model. See
    Note 4 of our consolidated financial statements contained
    elsewhere in this report.(2)
    
    Statutory contributions of 9% of fees to a superannuation fund
    (i.e., pension) for Australian directors only.(3)
    
    Mr. Bosnjaks fees represent A$120,000 paid in
    Australian dollars. Amounts were converted using the average
    exchange rate during the applicable period.(4)
    
    Mr. Carters fees represent A$54,000 paid in
    Australian dollars. Amounts were converted using the average
    exchange rate during the applicable period. This amount
    represents fees earned solely for serving as a director.(5)
    
    Mr. Carters other compensation includes amounts paid
    for accounting, company secretarial, ASX liaison and other
    consulting services provided to the Company as well as bonuses.
    During the previous fiscal year, Mr. Carter achieved a
    bonus milestone of $66,164 which was paid in the current fiscal
    year and included in this amount. An additional bonus milestone
    of $63,517 was paid in the current fiscal year in relation to
    the successful capitalization and redomiciliation of the
    Company. Mr. Carter has direct responsibility for the
    management of the Australian representative office and
    compliance with Australian listing rules. These fees 100




---



##### Table of Contents



were paid in Australian dollars and were converted using the
    average exchange rate during the applicable period.(6)
    
    Mr. Lund was appointed to the board of directors in
    November 2009.(7)
    
    Ms. Wold was appointed to the board of directors in May 2010.            Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters     101




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##### Table of Contents



Number of Shares

Percentage of SharesName and Address of Beneficial Owner

Beneficially Owned

Beneficially OwnedDirectors and Named Executive Officers(1)Slavko James Joseph Bosnjak


595,784
(2)


1.1
%Alan Shortall


4,574,963
(3)


8.2
%John Lund


36,667
(4)


*William Galle


108,333
(5)


*Jeff Carter


133,378
(6)


*Mary Katherine Wold



(7)


*Marc S. Firestone



(7)


*R. Richard Wieland II


80,000
(8)


*Daniel Calvert


101,082



*Eugene Shortall


200,000



*Bernhard Opitz


167,332
(9)


*Mark V. Iampietro


150,665
(10)


*All directors and executive officers as a group (14 persons)


6,373,930



11.4
%     *
    
    Indicates less than 1%(1)
    
    The address of each director and executive officer listed above
    is
    c/o Unilife
    Corporation, 633 Lowther Road, Lewisberry, Pennsylvania 17339.(2)
    
    Includes options to purchase 108,333 shares of common stock
    which are currently exercisable. Does not include options to
    purchase 58,333 shares of common stock which are not
    currently exercisable.(3)
    
    Includes (i) 833,333 shares of common stock subject to
    certain transfer restrictions set forth in
    Mr. A. Shortalls employment agreement dated
    October 26, 2008 and (ii) options to purchase
    833,333 shares of common stock which are currently
    exercisable. Does not include options to purchase
    1,250,667 shares of common stock which are not currently
    exercisable.(4)
    
    Includes options to purchase 16,667 shares of common stock
    which are currently exercisable. Does not include options to
    purchase 83,333 shares of common stock which are not
    currently exercisable.(5)
    
    Represents options to purchase 108,333 shares of common
    stock which are currently exercisable. Does not include options
    to purchase 83,333 shares of common stock which are not
    currently exercisable.(6)
    
    Includes options to purchase 16,667 shares of common stock
    which are currently exercisable. Does not include options to
    purchase 83,333 shares of common stock which are not
    currently exercisable.(7)
    
    Does not include options to purchase 100,000 shares of
    common stock, the issuance of which is subject to shareholder
    approval pursuant to the ASX listing rules.(8)
    
    Does not include options to purchase 240,000 shares of
    common stock which are not currently exercisable.(9)
    
    Includes options to purchase 166,667 shares of common stock
    which are currently exercisable. Does not include options to
    purchase 83,333 shares of common stock which are not
    currently exercisable.(10)
    
    Includes options to purchase 100,000 shares of common stock
    which are currently exercisable.  Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence   102




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##### Table of Contents



Director
    Independence
  Rule 10A-3
 103




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##### Table of Contents



Board of Directors:Annual retainer per director

$
25,000Fee per meeting for a full board meeting (limit 4 per year)


1,500Incremental fee for out of town meeting


1,000Audit Committee:Annual retainer for chairperson


20,000Annual retainer for other members


10,000Fee per meeting (limit four per year)


500Compensation Committee:Annual retainer for chairperson


15,000Annual retainer for other members


7,500Fee per meeting (limit four per year)


250Nominating and Governance Committee:Annual retainer for chairperson


10,000Annual retainer for other members


5,000Fee per meeting


250Strategic Partnership Committee:Annual retainer for chairperson


17,500Annual retainer for other members


7,500Fee per meeting (limit four per year)


500   Item 14.
    Principal
    Accountant Fees and Services  Fees Paid
    to Our Independent Registered Public Accounting Firm
    2010


2009Audit Fees(1)

$
281,488


$
118,758Audit-Related Fees(2)


188,780



7,854Tax Fees(3)


16,728



25,403All Other Fees






Total Fees

$
486,996


$
152,015     (1)
    
    Audit fees include amounts for professional services in
    connection with the annual audit of our consolidated financial
    statements and the review of our financial statements included
    in our Quarterly Reports on
    Form 10-Q.
    For 2010 audit fees includes $95,488 paid to BDO.(2)
    
    Audit-related fees include amounts for professional services in
    connection with the review of our registration statements on
    Forms 10 and
    S-1. For
    2010 audit-related fees include $181,780 paid to BDO.(3)
    
    Tax fees include amounts for professional services in connection
    with tax compliance, tax advice and tax planning paid to BDO.  Audit
    Committees Pre-Approval Policy
   104




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##### Table of Contents



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, 20104
.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, 2009 105




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##### Table of Contents



Exhibit



Included

Incorporated by Reference HereinNo.

Description of Exhibit

Herewith

Form

Exhibit

Filing Date10
.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, 200910
.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, 2010 106




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##### Table of Contents



Exhibit



Included

Incorporated by Reference HereinNo.

Description of Exhibit

Herewith

Form

Exhibit

Filing Date10
.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, 201010
.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, 2010 107




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##### Table of Contents



Exhibit



Included

Incorporated by Reference HereinNo.

Description of Exhibit

Herewith

Form

Exhibit

Filing Date10
.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

X10
.46

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

X10
.47

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

X10
.48

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

X10
.49

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

X10
.50

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

X21


List of subsidiaries of Unilife Corporation



10


21


January 6, 201023
.1

Consent of KPMG LLP

X23
.2

Consent of BDO Kendalls Audit & Assurance (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

X32
.1

Section 1350 Certification

X32
.2

Section 1350 Certification

X  108




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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 28, 2010/s/  R.
    Richard Wieland IIR.
    Richard Wieland

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

September 28, 2010/s/  Dennis
    P. PyersDennis
    P. Pyers

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

September 28, 2010/s/  John
    LundJohn
    Lund

Director

September 28, 2010/s/  William
    GalleWilliam
    Galle

Director

September 28, 2010/s/  Jeff
    CarterJeff
    Carter

Director

September 28, 2010/s/  Slavko
    James Joseph BosnjakSlavko
    James Joseph Bosnjak

Chairman and Director

September 28, 2010/s/  Mary
    Katherine WoldMary
    Katherine Wold

Director

September 28, 2010/s/  Marc
    S. FirestoneMarc
    S. Firestone

Director

September 28, 2010  109