exv10w3





Exhibit 10.3






Varilease Finance, Inc.

6340 South 3000 East, Suite 400

Salt Lake City, UT 84121

www.varilease.com

tel 801.733.8100

fax 801.733.8900




GUARANTY




THIS GUARANTY is made and effective on this 15th day of August, 2011 by UNILIFE CORPORATION,
a Delaware corporation, having its chief executive offices at 250 Cross Farm Lane, York, PA 17406
(the “Guarantor”) to VARILEASE FINANCE, INC., a Michigan corporation, having its chief executive
offices at 6340 South 3000 East, Suite 400, Salt Lake City, UT 84121 (the “Lessor”) on behalf
of UNILIFE MEDICAL SOLUTIONS, INC., a Delaware corporation, having its chief executive offices at
250 Cross Farm Lane, York, PA 17406 (the “Lessee”).



R E C I T A L S:




WHEREAS, Lessor and Lessee have or intend to enter into Master Lease Agreement dated August
15, 2011, including all riders, amendments, supplements or other attachments now or hereafter
executed in connection therewith (collectively, the “Master Agreement”). In connection with the
Master Agreement, Lessor and Lessee have or intend to enter into one or more Schedules (the
“Schedule” or “Schedules”) for the purpose of leasing equipment and other property listed thereon.
Each Schedule shall incorporate the terms and conditions of the Master Agreement and shall
constitute a separate and independent “Lease” for the equipment and other property listed thereon
(collectively, the “Equipment”).



WHEREASE, Lessor is unwilling to enter into one or more Leases with Lessee without
Guarantor’s unconditional guarantee of all of Lessee’s obligations under each Lease; and



WHEREAS, by Lessor’s execution of each Lease, Guarantor will receive reasonably equivalent
value for this Guaranty; and



WHEREAS, in consideration of benefits to accrue to Guarantor by Lessor’s execution of each
Lease, Guarantor is willing to induce Lessor to enter into one or more Leases.



NOW, THEREFORE, in consideration of the foregoing and as an inducement to Lessor to enter
into one or more Leases with Lessee, Guarantor hereby unconditionally guarantees Lessee’s
performance of all of its obligations under each Lease and hereby represents, warrants and agrees
as follows:




	1.	 	Guarantor hereby absolutely, unconditionally and irrevocably guarantees Lessee will fully
and promptly pay any payment of rent or other amount due under a Lease and perform all of its
obligations under each Lease, including without limitation any payment resulting from
Lessee’s breach or non-performance thereof. Guarantor agrees that this is an irrevocable,
continuing guaranty and that Guarantor shall perform its obligations hereunder
notwithstanding any renewal, extension, modification or discharge of any of Lessee’s
obligations under the Lease.

	 
	2.	 	Guarantor represents and warrants to Lessor that all information concerning Guarantor
furnished to Lessor is true and correct in all material respects.

	 
	3.	 	This Guaranty shall apply to all Schedules executed in connection with the Master Agreement,
including, without limitation, any and all future Schedules entered into after the making and
execution of this Guaranty. Lessor shall not be required to notify Guarantor of Lessee’s
execution of each such Schedule before, at the time of, or after it is executed and
delivered.

	 
	4.	 	Guarantor waives notice of acceptance hereof, presentment, demand, protest and notice of
nonpayment or protest as to any Lease; any and all rights of subrogation, reimbursement,
indemnity, exoneration, contribution or any other claim which the Guarantor may now or
hereafter have against the Lessee or any other person directly or contingently liable for the
obligations guaranteed hereunder; or against or with respect to the Lessee’s property
(including without limitation, any property that may collateralize its obligations to
Lessor), arising from the existence or performance of this guaranty; all exemptions, all
demands and notices required by law, notice of dishonor and any other notice otherwise
required with respect to Lessee’s failure to perform under the Lease; all setoffs and
counterclaims; and any duty on Lessor’s part (should such duty exist) to disclose to
Guarantor any matter, fact or item related to the business operations or condition (financial
or otherwise) of Lessee or its affiliates or property, whether now or hereafter known by
Lessor. Guarantor also waives any defense or disability available to Lessee that might save
or release it from liability including, without limitation, defect in or unenforceability of
any Lease. No delay on the part of Lessor in exercising any rights under this Guaranty or
failure to exercise the same shall operate as a waiver of such rights. No modification or
waiver of the provisions of this Guaranty shall be effective unless in writing signed by
Lessor, and no such waiver shall be applicable and effective except in the specific instance
for which it is given.

	 
	5.	 	In accordance with the provisions of the Master Agreement, without causing a release of
Guarantor from its obligations hereunder, and without being required to notify Guarantor of
any of the following modifications made, Lessor shall be authorized to:







	 	a.	 	renew, extend (including extensions beyond the original term of any Lease),
modify, release or discharge any obligations of Lessee, its customers, of
co-guarantors (whether hereunder or under a separate instrument) or of any other party
at any time directly or contingently liable for the payment of Lessee’s obligations
under any Lease;




 


 









 











	 	b.	 	accept partial payments of Lessee’s obligations under any Lease;

	 
	 	c.	 	accept new or additional documents, instruments or agreements relating to or in
substitution of Lessee’s obligations under any Lease;

	 
	 	d.	 	settle, release (by operation of law or otherwise), compound, compromise, collect or
liquidate any of Lessee’s obligations under any Lease, the Equipment and/or any security therefor in any manner;

	 
	 	e.	 	consent to the transfer or return of the Equipment, and take and hold
additional security or guaranties for Lessee’s obligations under any Lease;

	 
	 	f.	 	amend, exchange, release or waive any security or guaranty; or

	 
	 	g.	 	bid and purchase at any sale of the Equipment or other security, and direct the order and
manner of sale.







	6.	 	Guarantor hereby represents and warrants that this Guaranty has been duly authorized and
approved by all necessary corporate action.
Guarantor acknowledges that its obligations hereunder are separate and independent of
Lessee’s obligations under any Lease. Guarantor hereby waives any right to require Lessor
to proceed first against Lessee, against the Equipment or against any additional security
under any
Lease, or to pursue any other remedy available to it under the Lease.

	 
	7.	 	If any payment applied to Lessee’s obligations is thereafter set aside, recovered, rescinded
or required to be returned for any reason (including on account of a preference in the
bankruptcy of Lessee), the obligation to which such payment was applied shall for the
purposes of this Guaranty be deemed to have continued in existence notwithstanding such
application, and this Guaranty shall be enforceable as to such obligation as fully as if such
application had never been made.

	 
	8.	 	Guarantor agrees to pay all reasonable costs, expenses and legal fees paid or incurred by Lessor
in connection with enforcing any obligation of
Lessee and this Guaranty.

	 
	9.	 	Guarantor agrees that this Guaranty shall be governed by and construed in accordance with
the laws of the State of Michigan and that jurisdiction for any dispute shall be in the
Michigan state or federal courts. Guarantor agrees that it shall reimburse Lessor for all
costs and expenses incurred by Lessor in connection with the enforcement of this Guaranty,
including without limitation court costs and actual attorneys fees. THE PARTIES HERETO
AGREE THAT IN THE EVENT OF AN ALLEGED BREACH OF THIS GUARANTY OR ANY DOCUMENTS RELATING
THERETO BY EITHER PARTY, OR ANY CONTROVERSIES ARISE BETWEEN THE PARTIES RELATING TO THIS
GUARANTY OR ANY DOCUMENTS RELATING THERETO, SUCH CONTROVERSIES SHALL BE TRIED BY A JUDGE
ALONE BEFORE THE FEDERAL OR STATE COURTS IN OAKLAND COUNTY, MICHIGAN. THE PARTIES, HAVING
HAD THE OPPORTUNITY TO CONSULT WITH INDEPENDENT COUNSEL OF THEIR OWN CHOOSING, HEREBY
KNOWINGLY AND VOLUNTARILY CONSENT TO MICHIGAN JURISDICTION AS SET FORTH HEREIN AND WAIVE
THEIR RIGHTS TO A TRIAL BY JURY IN ANY MATTER RELATING TO THIS GUARANTY OR ANY DOCUMENTS
RELATED THERETO.

	 
	10.	 	Nothing shall discharge or satisfy Guarantor’s obligations hereunder except the full
payment, performance and observance of all of Lessee’s obligations under each Lease. Lessor
may assign this Guaranty to a successor, financing lender and/or purchaser without notice to
or the consent of Guarantor. This Guaranty shall be binding upon the Guarantor, its
successors and assigns and shall inure to the benefit of Lessor, its successors and assigns,
including any successor assignees.

	 
	11.	 	The covenants, conditions, terms and provisions of this Guaranty may not be waived or
modified orally and shall supersede all previous, representations, commitments or agreements
between the parties. In the event that any provision of this Guaranty shall be held to be
invalid or unenforceable, the remaining provisions shall continue in full force and effect.






GUARANTOR:

UNILIFE CORPORATION




	 	 	 	 	 
	By: 

Name:

	 	/s/ R. Richard Wieland
 

R. Richard Wieland
	 	 
	Title:

	 	Executive Vice President and Chief Financial Officer	 	 







 


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