EX-10.3



 Exhibit 10.3 

AMENDED AND RESTATED PROMISSORY NOTE 
  

			
	Up to $70,000,000	  	October 13, 2015

 FOR VALUE RECEIVED, UNILIFE MEDICAL SOLUTIONS, INC., a Delaware corporation (the “Borrower”),
hereby promises to pay to the order of ROS ACQUISITION OFFSHORE LP, a Cayman Islands exempted limited partnership (together with its Affiliates, successors, transferees and assigns, the “Lender”), on the Maturity Date the principal
sum of SIXTY MILLION DOLLARS ($60,000,000) or, if Additional Delayed Draw Loans in the aggregate principal amount of $10,000,000 are made to the Borrower, SEVENTY MILLION DOLLARS ($70,000,000) or, in each case if less, the aggregate unpaid principal
amount of the Loans (and any continuation thereof) made (or continued) by the Lender pursuant to the Credit Agreement, dated as of March 12, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), by and between the Borrower and the Lender. Unless otherwise defined herein or the context otherwise requires, terms used in this Note have the meanings provided in the Credit Agreement. 

The Borrower also promises to pay interest on the unpaid principal amount hereof from time to time outstanding from the date hereof until
maturity (whether by acceleration or otherwise) and, after maturity upon demand, until paid in full, at the rates per annum and on the dates specified in the Credit Agreement, as well as any other amounts that may be due to the Lender upon maturity
(whether by acceleration or otherwise) under or in respect of this Note. 
 Payments of both principal and interest are to be made in U.S.
Dollars in same day or immediately available funds to the account designated by the Lender. 
 This Note is referred to in, and evidences
Indebtedness incurred under, the Credit Agreement, to which reference is made for a description of the security and guarantee for this Note and for a statement of the terms and conditions on which the Borrower is permitted and required to make
prepayments and repayments of the unpaid principal amount of the Indebtedness evidenced by this Note and on which such Indebtedness may be declared to be immediately due and payable. Any prepaid principal of this Note may not be reborrowed. 

All parties hereto, whether as makers, endorsers or otherwise, severally waive presentment for payment, demand, protest and notice of
dishonor. 
 This Note amends and restates that certain Promissory Note, dated as of March 12, 2014 (the “Prior
Note”), issued by the Borrower to the Lender, provided that this Note is not a substitution or novation of the obligations under the Prior Note. 

THIS NOTE HAS BEEN DELIVERED IN NEW YORK, NEW YORK AND SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). 

[ Signature Page Follows ] 







 
					
	UNILIFE MEDICAL SOLUTIONS, INC.
		
	By:	 	 /s/ John C. Ryan

		 	Name:	 	John C. Ryan
		 	Title:	 	Senior Vice President, General Counsel, and Secretary


 [ Signature Page to Promissory Note ]