EX-10.1



 Exhibit 10.1 

SUBJECT TO FRE 408 AND STATE EQUIVALENTS CONFIDENTIAL 

EXECUTION VERSION 
 ASSET
PURCHASE AND LICENSE AGREEMENT 
 This ASSET PURCHASE AND LICENSE AGREEMENT (this “Agreement”) is entered into
as of September 2, 2016 (the “Effective Date”) by and among Unilife Corporation, a Delaware corporation (“Unilife”), Unilife Medical Solutions, Inc., a Delaware corporation and a subsidiary of Unilife
(“UMS” and, together with Unilife, the “Unilife Parties”), and Biodel Inc., a Delaware corporation (“Biodel”). Each of Unilife, UMS and Biodel may be referred to herein as a “Party”
and, together, as the “Parties.” 
 RECITALS: 

WHEREAS, Unilife is the owner of the Purchased Assets (as defined below); 

WHEREAS, Unilife desires to sell and assign to Biodel, and Biodel desires to have the option to purchase and assume from Unilife, all of
Unilife’s rights and obligations with respect to the Purchased Assets (as defined below), subject to the discretion of Biodel and the other terms and conditions set forth herein; 

WHEREAS, Unilife is the owner of the intellectual property set forth on Exhibit A attached hereto (collectively, the
“Intellectual Property Assets”); 
 WHEREAS, Unilife desires to license the Intellectual Property Assets to Biodel,
and Biodel desires to accept such license from Unilife, subject to the terms and conditions set forth herein; 
 WHEREAS, UMS and
Biodel are parties to the Customization and Commercial Supply Agreement, dated April 8, 2013 (as amended from time to time, the “Supply Agreement”);  

WHEREAS, the Parties desire to terminate the Supply Agreement, subject to the terms and conditions set forth herein; 

WHEREAS, UMS and Biodel are parties to a lawsuit pending in the Connecticut Superior Court under the caption Biodel Inc. v. Unilife
Medical Solutions, Inc., at docket number DBD-CV-15-6018082 (the “Existing Lawsuit”), and an arbitration filed with the American Arbitration Association under the caption Biodel Inc. v. Unilife Medical
Solutions, Inc., at case number 01-15-0005-5882 (the “Arbitration”); and 
 WHEREAS, the Parties
desire to withdraw and dismiss, with prejudice, all active proceedings in connection with the Existing Lawsuit and the Arbitration, subject to the terms and conditions set forth herein. 

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereto agree as follows: 








 SUBJECT TO FRE 408 AND STATE EQUIVALENTS CONFIDENTIAL 

 

 ARTICLE I 

DEFINED TERMS 

Section 1.01 Defined Terms. For purposes of this Agreement, the following terms have the meanings specified or referred to
in this Article I: 
 (a) “Agreement” has the meaning set forth in the Preamble. 

(b) “Approved Third Party” has the meaning set forth in Section 11.02. 

(c) “Arbitration” has the meaning set forth in the Recitals. 

(d) “Biodel” has the meaning set forth in the Preamble. 

(e) “Biodel Closing” means the “Closing,” as defined in the Amended and Restated Share Exchange Agreement dated as
of July 13, 2016 by and among Biodel, Albireo Limited and the other parties listed on Schedule I thereto. 
 (f) “Biodel
Indemnified Parties” has the meaning set forth in Section 10.02. 
 (g) “Claims” has the meaning set
forth in Article VII.  
 (h) “Closing Date” means the date, if any, upon which the Purchased Assets are
sold, assigned, transferred, conveyed and delivered by Unilife to Biodel pursuant to Section 2.01. 
 (i) “Combination
Product” means a product that combines the Unilife Device with the Drug. 
 (j) “Confidential
Information” has the meaning set forth in Section 9.03. 
 (k) “Drug” means a lyophilized glucagon
and diluent. 
 (l) “Encumbrances” has the meaning set forth in Section 2.01. 

(m) “Exercise Notice” means a written notice provided by Biodel to Unilife which states that Biodel desires to
(i) pursuant to Section 2.01, purchase from Unilife all, but not less than all, of the Purchased Assets; and (ii) extend the License Term beyond the Term by paying the License Fee pursuant to Section 3.02.  

(n) “Existing Lawsuit” has the meaning set forth in the Recitals. 

(o) “Effective Date” has the meaning set forth in the Preamble. 

(p) “Intellectual Property Assets” has the meaning set forth in the Recitals. 

(q) “License” has the meaning set forth in Section 3.01. 

(r) “License Fee” has the meaning set forth in Section 3.02. 

  
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 (s) “License Term” has the meaning set forth in Section 3.03.

 (t) “Losses” means actual out-of-pocket losses, damages, liabilities, costs or expenses, including reasonable
attorneys’ fees. 
 (u) “Party(ies)” has the meaning set forth in the Preamble. 

(v) “Purchased Assets” means all of the assets set forth on Exhibit B attached hereto and copies of all records
in Unilife’s possession that are used or useful in connection with the operation of such assets, including records relating to processes, know-how and trade secrets and application and operational software, bills of material, engineering
designs and drawings, regulatory materials, assembly drawings, vendor lists, prior vendor-supplier purchase orders listing commodity price terms, schematics, component and test specifications, and manufacturing, inspection and operating
procedures. 
 (w) “Purchase Price” has the meaning set forth in Section 2.02. 

(x) “Releasees” has the meaning set forth in Article VII. 

(y) “Releasors” has the meaning set forth in Article VII. 

(z) “Similar Unilife Device” means a dual chamber mixing system intended for the injection of a pharmaceutical
product, including the EZMixTM and AutoMixTM dual chamber mixing platforms. 
 (aa) “Supply
Agreement” has the meaning set forth in the Recitals. 
 (bb) “Term” has the meaning set forth in
Section 8.01. 
 (cc) “Territory” means the entire world.  

(dd) “Therapeutic Area” means the use of Drug for the treatment of hypoglycemia.  

(ee) “UMS” has the meaning set forth in the Preamble. 

(ff) “Unilife” has the meaning set forth in the Preamble. 

(gg) “Unilife Device” means the dual chamber mixing device last delivered by Unilife to Biodel. 

(hh) “Unilife Indemnified Parties” has the meaning set forth in Section 10.04. 

(ii) “Unilife Parties” has the meaning set forth in the Preamble. 

  
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 ARTICLE II 

PURCHASE AND SALE 

Section 2.01 Purchase and Sale of Purchased Assets. In the event that, during the Term, Biodel provides to Unilife an
Exercise Notice stating Biodel’s intent to purchase the Purchased Assets, then, within five (5) calendar days after Unilife’s receipt of the Exercise Notice (or such other time period identified by Biodel in writing, not to exceed 15
calendar days), Unilife shall sell, assign, transfer, convey and deliver to Biodel, and Biodel shall purchase from Unilife, all of Unilife’s right, title and interest in and to the Purchased Assets, free and clear of any liabilities, liens and
encumbrances (“Encumbrances”). On the Closing Date, each of Unilife and Biodel shall execute and deliver to the other the Bill of Sale attached hereto as Schedule I. For clarity, if Biodel does not provide an Exercise Notice
to Unilife during the Term stating Biodel’s intent to purchase the Purchased Assets, (i) Biodel shall have no obligation whatsoever to purchase the Purchased Assets or to pay the Purchase Price (or any other amount in respect of the
Purchased Assets) to Unilife, (ii) the Purchase Price shall not be or become due or payable to Unilife and (iii) there shall be no Closing Date.  

Section 2.02 Purchase Price. In consideration of the Purchased Assets, on the Closing Date, Biodel shall pay to
Unilife $1,500,000 (the “Purchase Price”) by wire transfer of immediately available funds to such account(s) as shall be specified by Unilife to Biodel in writing. 

Section 2.03 No Further Unilife Liabilities. Upon transferring title and delivering the Purchased Assets to Biodel, Unilife shall have
no further liabilities, responsibilities, or obligations whatsoever arising out of or relating to the Purchased Assets. 
 ARTICLE III

 LICENSE 

Section 3.01 License of Intellectual Property Assets. The Unilife Parties hereby grant to Biodel an exclusive (even
as to the Unilife Parties), revocable only as provided in Section 3.03 herein, worldwide, sub-licensable license, under the Intellectual Property Assets, to the extent necessary or useful to develop, modify, improve, make, use, import, sell,
offer for sale, and market a Combination Product in the Therapeutic Area in the Territory for the entire License Term (“License”). Such License includes all background intellectual property, patents, know-how, and technology,
including transfer of existing supplier and third party agreements, necessary or useful to commercialize the Unilife Device. Any modifications, improvements, or developments to the Unilife Device or Combination Product made by or on behalf of Biodel
shall be owned by Biodel and Biodel shall be entitled to pursue intellectual property protection for the same at its own cost, whether in the United States or abroad. The Unilife Parties further hereby agree that they shall not develop, manufacture,
use, import, sell, offer for sale, or market a Similar Unilife Device for any Third Party to use in the Therapeutic Area within the Territory during the License Term.  

Section 3.02 License Fee. In the event that, during the Term, Biodel provides to Unilife an Exercise Notice stating Biodel’s
intent to extend the License Term beyond the Term, Biodel shall pay to Unilife the license fee as set forth in this Section 3.02 (“License Fee”). For 

  
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the avoidance of doubt, the License Fee is separate from, and in addition to, the Purchase Price potentially payable pursuant to Section 2.02. The total amount of the License Fee shall be
equivalent to the aggregate prosecution and maintenance costs actually incurred by the Unilife Parties during the License Term in prosecuting and maintaining the Intellectual Property Assets of Biodel’s choosing, as communicated by Biodel in
writing to Unilife from time to time. Biodel acknowledges and agrees that the Unilife Parties shall have no obligation to maintain or prosecute any Intellectual Property Assets that are not selected by Biodel to be subject to the License Fee. The
aggregate License Fee for all of the Intellectual Property Assets is estimated to be approximately $1,500,000 through the expiration of the respective Intellectual Property Assets. Upon receipt of such Exercise Notice, Biodel and the Unilife Parties
shall negotiate in good faith a pre-payment of the License Fee intended to cover the first twelve (12) months of prosecution and maintenance costs for the Intellectual Property Assets initially selected by Biodel, and Biodel shall pay such
License Fee no later than the fifth (5th) business day following the date on which such amount is agreed to by the parties. Ninety (90) days prior to the last day of each consecutive
twelve (12) month period thereafter, Unilife shall provide to Biodel: (i) an invoice for the prior year’s (or, if applicable, the prorated portion of the prior year ending on the last day of the License Term) License Fee, payable by
the anniversary of the initial License Fee payment (i.e., net ninety (90) days), and (ii) a notice containing the estimate of the License Fee for the following twelve (12) months. On reasonable notice and during regular business
hours, Biodel shall have the right to inspect the books of accounts, records and other relevant documentation of Unilife in order to ascertain or verify the amount of license fees due to Unilife hereunder, and the accuracy of the information
provided by Unilife in the annual invoices and notices for prosecution and maintenance costs. All License Fee payments shall be made by wire transfer of immediately available funds to such account(s) as shall be specified by Unilife to Biodel in
writing. For clarity, if Biodel does not provide an Exercise Notice to Unilife during the Term stating Biodel’s intent to extend the License Term beyond the Term, (i) Biodel shall have no obligation whatsoever to license any Intellectual
Property Assets or to pay any License Fee (or any other amount in respect of the Intellectual Property Assets) to Unilife and (ii) no License Fee shall at any time be or become due or payable to Unilife. 

Section 3.03 License Term. The License granted in Section 3.01 shall become effective as of the Effective Date and
shall survive until the earlier of: 
 (a) expiration of the last Intellectual Property Asset to expire; 

(b) the fifteenth (15th) calendar day following written notice of termination of the License from Biodel, which may be exercised in
Biodel’s sole discretion; 
 (c) termination by the mutual written consent of the Parties; 

(d) termination by Biodel, on one hand, or the Unilife Parties, on the other hand, upon a material breach of this Agreement by the other with
written notice of such material breach from the non-breaching Party or Parties to the breaching Party or Parties; and 
 (e) the expiration
of the Term in the event that Biodel has not provided an Exercise Notice stating Biodel’s intent to extend the term of the License beyond the Term. 

  
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 The duration that such License is maintained is referred to herein as the “License
Term.” 
 Section 3.04 Option to Purchase the Intellectual Property Assets. Upon written request from Biodel,
Biodel and the Unilife Parties shall negotiate in good faith a transfer price for the full assignment and transfer of all of Unilife’s right, title and interest in the Intellectual Property Assets, free and clear of any Encumbrances; provided,
that, Unilife’s existing agreements and obligations can be amended or waived to permit such assignment and transfer. Neither Party is obligated to agree on any transfer price for the assignment and transfer of the Intellectual Property Assets.
In the event that a transfer price is agreed-upon and paid by Biodel to Unilife, the transacted transfer price shall obviate and be in lieu of the annual License Fee defined in Section 3.02 herein. 

Section 3.05 Patent Prosecution and Step-In Prior to Abandonment. The Unilife Parties will be primarily responsible for preparing,
filing, prosecuting, and maintaining all patent rights with respect to Intellectual Property Assets and, in each case, conducting any interferences, derivation proceedings, post grant proceedings, and oppositions or similar proceedings relating to
such patent rights. In the event that the Unilife Parties: (A) declines to file, prosecute or maintain any Intellectual Property Asset; or (B) elects to allow any such Intellectual Property Asset to lapse in any country, or elects to
abandon any Intellectual Property Asset before all reasonable appeals within the respective patent office have been exhausted, then: (i) the Unilife Parties will promptly provide Biodel with reasonable notice of such decision so as to permit
Biodel to decide whether to file, prosecute, or maintain such Intellectual Property Asset and to take any necessary action in connection therewith; (ii) Biodel, at Biodel’s expense, may assume control of the filing, prosecution,
maintenance, defense or enforcement of such Intellectual Property Asset; (iii) Biodel shall have the right, at its expense, to transfer the responsibility for such filing, prosecution, maintenance, defense and enforcement of such Intellectual
Property Asset to patent counsel (outside or internal); and (iv) the Unilife Parties shall, at Biodel’s request, provide reasonable assistance and cooperation in the filing, prosecution, maintenance, defense and enforcement of such
Intellectual Property Asset. 
 ARTICLE IV 

REPRESENTATIONS AND WARRANTIES OF UNILIFE 

Each of the Unilife Parties represents and warrants to Biodel that the statements contained in this Article IV are true and correct as of the
Effective Date and, as to Section 4.03, will be true and correct as of the date the Exercise Notice is given by Biodel and as of the Closing Date, in each case if any. 

Section 4.01 Organization and Authority of Unilife; Enforceability. Each of the Unilife Parties is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware. Each of the Unilife Parties has full corporate power and authority to enter into this Agreement and the documents to be delivered hereunder, to carry out its obligations
hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by each of the Unilife Parties of this Agreement and the documents to be delivered hereunder and the consummation of the transactions
contemplated hereby have been duly authorized by all requisite corporate action on the part of each of the Unilife Parties. This Agreement and the documents to be delivered hereunder have been duly executed and delivered


  
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by each of the Unilife Parties, and (assuming due authorization, execution and delivery by Biodel) this Agreement and the documents to be delivered hereunder constitute legal, valid and binding
obligations of each of the Unilife Parties, enforceable against each of the Unilife Parties in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). 

Section 4.02 No Conflicts; Consents. The execution, delivery and performance by each of the Unilife Parties of this Agreement and the
documents to be delivered hereunder, and the consummation of the transactions contemplated hereby, do not and will not: (i) violate or conflict with the certificate of incorporation, by-laws or other organizational documents of either of the
Unilife Parties; or (ii) violate or conflict with any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Unilife Parties or the Purchased Assets; or (iii) result in the creation or imposition of any
Encumbrance on the Purchased Assets. No consent, approval, waiver or authorization is required to be obtained by the Unilife Parties from any person or entity (including any governmental authority) in connection with the execution, delivery and
performance by the Unilife Parties of this Agreement and the consummation of the transactions contemplated hereby. 
 Section 4.03
Title to Purchased Assets and Intellectual Property Assets. Unilife owns and has good title to the Purchased Assets and the Intellectual Property Assets, free and clear of Encumbrances. Unilife hereby represents and warrants that, to its
knowledge, as of the Effective Date, the Unilife Device does not infringe the intellectual property rights of a third party. 

Section 4.04 Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or
commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Unilife Parties. 

Section 4.05 No Other Representations and Warranties. Except for the representations and warranties contained in this Article IV,
none of the Unilife Parties or any other person or entity has made or makes any other express or implied representation or warranty, either written or oral, on behalf of the Unilife Parties, including any representation or warranty (i) of
merchantability; (ii) of fitness for a particular purpose; (iii) as to the Purchased Assets and the Intellectual Property Assets, including as to the accuracy or completeness of any information regarding the Purchased Assets or
Intellectual Property Assets furnished or made available to Biodel and its representatives; or (iv) arising from statute or otherwise in law. 

ARTICLE V 

REPRESENTATIONS AND WARRANTIES OF BIODEL 

Biodel represents and warrants to the Unilife Parties that the statements contained in this Article V are true and correct as of the Effective
Date. 
 Section 5.01 Organization and Authority of Biodel; Enforceability. Biodel is a corporation duly organized, validly
existing and in good standing under the laws of the State of 

  
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Delaware. Biodel has full corporate power and authority to enter into this Agreement and the documents to be delivered hereunder, to carry out its obligations hereunder and to consummate the
transactions contemplated hereby. The execution, delivery and performance by Biodel of this Agreement and the documents to be delivered hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite
corporate action on the part of Biodel. This Agreement and the documents to be delivered hereunder have been duly executed and delivered by Biodel, and (assuming due authorization, execution and delivery by the Unilife Parties) this Agreement and
the documents to be delivered hereunder constitute legal, valid and binding obligations of Biodel enforceable against Biodel in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). 

Section 5.02 No Conflicts; Consents. The execution, delivery and performance by Biodel of this Agreement and the documents to be
delivered hereunder, and the consummation of the transactions contemplated hereby, do not and will not: (i) violate or conflict with the certificate of incorporation, by-laws or other organizational documents of Biodel; or (ii) violate or
conflict with any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Biodel. No consent, approval, waiver or authorization is required to be obtained by Biodel from any person or entity (including any governmental
authority) in connection with the execution, delivery and performance by Biodel of this Agreement and the consummation of the transactions contemplated hereby. 

Section 5.03 Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or
commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Biodel. 

ARTICLE VI 
 TERMINATION
OF SUPPLY AGREEMENT 
 Notwithstanding anything to the contrary in the Supply Agreement, including Section 10.5 (Residual
Obligations) thereof, effective as of the Effective Date, (i) the Supply Agreement shall terminate in its entirety and shall be of no further force or effect, and (ii) neither the Unilife Parties nor Biodel shall have any further
rights and obligations whatsoever under the Supply Agreement.  
 ARTICLE VII 

MUTUAL RELEASE 
 In
consideration of the covenants, agreements and undertakings of the Parties under this Agreement, effective upon the Effective Date, each of Biodel, on one hand, and the Unilife Parties, on the other hand, on behalf of themselves and their respective
present and former parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, successors, and assigns (collectively, “Releasors”), hereby fully, completely, absolutely and unconditionally waives,
releases, discharges and holds harmless the other and their respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, 

  
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directors, shareholders, members, agents, representatives, successors, and permitted assigns (collectively, “Releasees”), from any and all causes of action, rights,
obligations, damages, losses, liabilities, demands, debts, contracts, agreements, actions, and claims of any kind or nature whatsoever, at law and in equity, regardless of whether known or unknown, foreseen or unforeseen, suspected or
unsuspected, vested or contingent, accrued or unaccrued (collectively, “Claims”), including all Claims in any way arising out of or relating to the Supply Agreement or any other agreement between the Parties in existence as of the
Effective Date, the Existing Lawsuit, or the Arbitration; provided, however that the waivers and releases in this Article VII shall not include any Claims that seek to enforce, or relief for a breach of, any terms of this Agreement. Each Releasor
understands that it may later discover Claims or facts that may be different from, or in addition to, those that it or any other Releasor now knows or believes to exist regarding the Claims released in this Article VII, and which, if known at the
time of signing this Agreement, may have materially affected this Agreement and such Releasor’s decision to enter into this Agreement and grant the release contained in this Article VII. Nevertheless, the Releasors intend to fully, finally and
forever settle and release all Claims that now exist, may exist, or previously existed, as set out in the release contained in this Article VII, whether known or unknown, foreseen or unforeseen, or suspected or unsuspected, and the release given
herein is and will remain in effect as a complete release, notwithstanding the discovery or existence of such additional or different facts. The Releasors hereby waive any right or Claim that might arise as a result of such different or additional
Claims or facts.  
 ARTICLE VIII 

TERM; TERMINATION 

Section 8.01 Term. Subject to earlier termination pursuant to Section 8.02, this Agreement shall become effective as
of the Effective Date and shall survive for a period of six (6) months following the Effective Date (the “Term”); provided, however, that the Term may be extended upon mutual written agreement by the Parties. 

Section 8.02 Termination. This Agreement may be terminated at any time prior to the expiration of the Term: 

(a) by the mutual written consent of the Parties; and 

(b) by Biodel, on one hand, or the Unilife Parties, on the other hand, upon a material breach of this Agreement by the other with written
notice of such material breach from the non-breaching Party or Parties to the breaching Party or Parties. 
 Section 8.03 Effect of
Termination and Expiration. In the event of termination or expiration of this Agreement, there shall be no obligations or liability on the part of any Party; provided, however, that (i) the termination or expiration of this
Agreement shall not relieve a Party from liability pursuant to Section 10.02 or Section 10.04, as applicable, subject to Section 10.06 and the other limitations set forth in Article X; (ii) the termination or expiration of this
Agreement shall not relieve Biodel of any payment obligation with respect to audits conducted prior to such termination or expiration pursuant to Section 9.05(b), if any; and (iii) this Section 8.03, Section 9.03,
Section 9.04, Section 9.08, Article III (if applicable, through the expiration of the License Term), Article VI, Article VII, Article X and Article XI shall survive any expiration 

  
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or termination of this Agreement. For clarity, if Biodel provides Unilife the Exercise Notice, the License (and all terms and conditions applicable to the License and Intellectual Property
Assets) shall continue in full force and effect for the extended License Term. 
 ARTICLE IX 

COVENANTS 

Section 9.01 Dismissal of the Existing Lawsuit. As promptly as practicable following the Effective Date, but in any event within
three business days thereafter, (i) Biodel shall take all necessary and prudent steps to withdraw with prejudice the Existing Lawsuit, and (ii) the Parties shall take all necessary and prudent steps to dismiss the Arbitration with
prejudice. The Parties shall take all necessary and prudent steps to assist in such dismissals. 
 Section 9.02 Storage and
Maintenance of Purchased Assets. During the Term, Unilife shall (i) store and maintain, for the benefit of Biodel, free of charge, the Purchased Assets in good repair at Unilife’s facilities (or a mutually acceptable third party
facility), (ii) prosecute and maintain the Intellectual Property Assets in a manner substantially consistent with Unilife’s past practices, and (iii) not subject any of the Purchased Assets or Intellectual Property Assets to any
Encumbrance. 
 Section 9.03 Confidentiality. Subject to the terms and conditions of Section 9.04, each Party acknowledges
the confidential nature of the terms and conditions of this Agreement (collectively, the “Confidential Information”) and agrees that it shall not (i) disclose any of such Confidential Information to any person or entity, except
to such Party’s affiliates, employees, advisors and other representatives who need to know the Confidential Information to assist such Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement, or
(ii) use the Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement. Each Party shall be responsible for any breach of this
Section 9.03 caused by any of its affiliates, employees, advisors, or other representatives. Notwithstanding the foregoing, if any Confidential Information is permissibly disclosed pursuant to Section 9.04, such information will no longer
be deemed “Confidential Information” for the purposes of this Section 9.03. 
 Section 9.04 Publicity and
Announcements. No Party shall (orally or in writing) publicly disclose or issue any press release or make any other public statement, or otherwise communicate with the media, concerning the existence of this Agreement or the subject matter
hereof, without the prior written approval of Biodel, in the case of the Unilife Parties, and Unilife, in the case of Biodel (which shall not be unreasonably withheld or delayed), except to the extent that such Party (based upon the reasonable
advice of counsel) is required to make any public disclosure or filing with respect to the subject matter of this Agreement by applicable law, pursuant to any rules or regulations of any securities exchange of which the securities of such Party
are listed or traded, or in connection with enforcing its rights under this Agreement, in each case, subject to providing Biodel, in the case of the Unilife Parties, and Unilife, in the case of Biodel with reasonable opportunity to comment on such
proposed disclosure and considering any such comments in good faith. Notwithstanding anything herein to the contrary, to the extent information concerning the existence of this Agreement or the subject matter hereof has been publicly disclosed
as permitted hereunder, each of Biodel and Unilife may subsequently disclose the same information without the consent of the other. 

  
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 Section 9.05 Data Room; Audits of Purchased Assets. 

(a) During the Term, Unilife shall establish, maintain and make accessible, free of charge, an electronic data room to be accessed from time
to time by Biodel. The contents of the electronic data room shall be of a nature to permit Biodel to determine with a reasonable degree of accuracy: (i) the scope of development work required to establish commercial manufacturing of the Unilife
Device; (ii) the timelines and costs associated with such development work; (iii) the stage of such development work; and (iv) the unit pricing for the commercial manufacture of the Unilife Device. 

(b) During the Term, at Biodel’s election, Unilife shall permit and facilitate, at times mutually agreeable to the Parties, up to two
(2) separate on-site diligence audits of the Purchased Assets by Biodel or third parties interested in becoming an Approved Third Party, which audits shall include: (i) access to Unilife’s facilities that are reasonably necessary for
the audit, (ii) preparation for the audit by Unilife employees (5-6 employees) for five (5) business days in advance of the scheduled audit, and (iii) reasonable cooperation with respect to the audit by Unilife employees (5-6
employees) for two (2) business days. Biodel shall pay to Unilife based on a project scope for each audit that it conducts on a time-and-material basis as provided for services under Section 9.06 herein, provided that such amount shall not
exceed $40,000. Such payments shall be made prior to the commencement of any such audit. Unilife shall facilitate and coordinate, to the extent desired by Biodel and to the extent practical given its then-existing relationships, diligence to be
conducted with third party suppliers and manufacturers (including Emergent BioSolutions, Inc.) engaged by Unilife in the supply of the fully filled/finished Unilife Device, at a cost of $3,200 per day for two (2) Unilife project leaders to
coordinate and participate in all audits (plus reasonable travel expenses). Such services shall include scheduling and coordinating with third party suppliers an audit of the relevant aspects of the manufacturing, assembling, and/or processing of
the Unilife Device handled by such third party suppliers. All amounts payable pursuant to this Section 9.05(b) shall be paid from Biodel to Unilife by wire transfer of immediately available funds to such account(s) as shall be specified by
Unilife. For clarity, in no event shall Biodel have any payment obligation under this Section 9.05 unless (and only to the extent that) Biodel shall have elected for it or a third party interested in becoming an Approved Third Party to conduct
an on-site diligence audit of the Purchased Assets. 
 (c) As a condition for gaining access to the electronic data room or performing the
on-site diligence audits described in this Section 9.05, Unilife may, in its sole discretion, require any person or entity gaining such access or conducting such audits to execute a confidentiality agreement in a form reasonably acceptable to
Unilife. 
 Section 9.06 Consulting Services. During the Term, Unilife shall provide to Biodel the ability to jointly scope
consulting projects and deliverables desired for the sale of the Purchased Assets and the License contemplated herein. Such scope documents may include consulting services on a time-and-material basis at the following rates: $235 per hour of time
spent by Molly Miller (or equivalent General Manager), $175 per hour for all other Unilife time 

  
 11 









 SUBJECT TO FRE 408 AND STATE EQUIVALENTS CONFIDENTIAL 

 

 
spent. Such services shall be agreed upon in writing in advance by the Parties. All amounts payable pursuant to this Section 9.06 shall be paid from Biodel to Unilife by wire transfer of
immediately available funds to such account(s) as shall be specified by Unilife to Biodel in writing. For clarity, in no event shall Biodel have any payment obligation under this Section 9.06 unless (and only to the extent that) Biodel shall
have requested and received consulting services under this Section 9.06. 
 Section 9.07 Further Assurances. Following the
Effective Date, each of the Parties shall, and shall cause their respective affiliates to, execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably required to carry
out the provisions of this Agreement and give effect to the transactions contemplated hereby. 
 Section 9.08 Covenant not to
Sue. Following the Effective Date, neither Biodel, on one hand, nor any of the Unilife Parties, on the other hand, shall commence or institute any legal actions or assert any other Claim, including any litigation, arbitration or any other
legal proceedings of any kind whatsoever, in law or equity, that are released pursuant to Article VII; provided, however, that this Section 9.08 shall not apply to any legal action or other Claim that seeks to enforce, or relief for a breach
of, any term of this Agreement. 
 ARTICLE X 

INDEMNIFICATION 

Section 10.01 Survival. Subject to the limitations and other provisions of this Agreement, the representations and warranties
contained herein shall survive the Effective Date and shall remain in full force and effect until the date that is the second anniversary of the Effective Date. Notwithstanding the foregoing, any Claims asserted in good faith with reasonable
specificity (to the extent known at such time) and in writing by notice from the non-breaching party to the breaching party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of such
survival period. 
 Section 10.02 Indemnification By Unilife. Subject to the other terms and conditions of this Article X,
Unilife shall indemnify Biodel and its affiliates, directors, managers, officers, employees, stockholders, successors and assigns (the “Biodel Indemnified Parties”) against, and shall hold the Biodel Indemnified Parties harmless
from and against, any and all Losses incurred or sustained by, or imposed upon, the Biodel Indemnified Parties based upon, arising out of, with respect to or by reason of: 

(a) any inaccuracy in or breach of any of the representations or warranties of Unilife contained in this Agreement; or 

(b) any material breach or material non-fulfillment of any covenant, agreement or obligation to be performed by the Unilife Parties
pursuant to this Agreement. 
 Section 10.03 Limitation on Unilife Indemnification Liability. Notwithstanding anything to
the contrary in this Agreement, the aggregate amount of all Losses for which Unilife shall be liable to the Biodel Indemnified Parties pursuant to Section 10.02 shall not exceed the amount of the Purchase Price actually received by Unilife, if
any. 

  
 12 









 SUBJECT TO FRE 408 AND STATE EQUIVALENTS CONFIDENTIAL 

 

 Section 10.04 Indemnification By Biodel. Subject to the other terms and
conditions of this Article X, Biodel shall indemnify the Unilife Parties and their respective affiliates, directors, managers, officers, employees, stockholders, successors and assigns (the “Unilife Indemnified Parties”)
against, and shall hold the Unilife Indemnified Parties harmless from and against, any and all Losses incurred or sustained by, or imposed upon, the Unilife Indemnified Parties based upon, arising out of, with respect to or by reason of: 

(a) any inaccuracy in or breach of any of the representations or warranties of Biodel contained in this Agreement; or 

(b) or any material breach or material non-fulfillment of any covenant, agreement or obligation to be performed by Biodel pursuant
to Article V, Article VI, Article VII, Article IX, Article X, or Article XI. 
 Section 10.05 Limitation on Biodel Indemnification
Liability. Notwithstanding anything to the contrary in this Agreement, the aggregate amount of all Losses for which Biodel shall be liable to the Unilife Indemnified Parties pursuant to Section 10.04 shall not exceed the amount of the
Purchase Price due and payable to Unilife, if any. 
 Section 10.06 Exclusive Remedies; Limitation of Liability. Subject
to Section 11.11, the Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all Claims for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating
to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this Article X; provided the foregoing is not intended to limit the effect of Article VII. In furtherance of the foregoing, each Party hereby
waives, to the fullest extent permitted under law, any and all Claims for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have
against any other Party or its affiliates and each of their respective representatives arising under or based upon any law, except pursuant to the indemnification provisions set forth in this Article X. Nothing in this Section 10.06 shall limit
any Party’s right to seek and obtain any equitable relief to which any Party shall be entitled pursuant to Section 11.11. EXCEPT TO THE EXTENT RELATED TO A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS PURSUANT TO SECTION 9.03 OR
SECTION 9.04 (BUT SUBJECT TO THE OTHER SECTIONS OF THIS ARTICLE X), NO PARTY NOR ITS AFFILIATES, EMPLOYEES, ADVISORS OR OTHER REPRESENTATIVES SHALL BE LIABLE FOR ANY PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER UNDER ANY CONTRACT,
TORT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY. 
 ARTICLE XI 

MISCELLANEOUS 

Section 11.01 Expenses. Each Party shall pay its own costs and expenses in connection with the Existing Lawsuit, the Arbitration,
the drafting, negotiation and execution of this 

  
 13 









 SUBJECT TO FRE 408 AND STATE EQUIVALENTS CONFIDENTIAL 

 

 
Agreement and in connection with the transactions contemplated hereby (including the fees and expenses of its advisors, accounts and legal counsel). Upon Unilife’s receipt of the Exercise
Notice and no later than the Closing Date, Biodel shall be solely responsible for all costs and expenses associated with the packaging and shipping of the Purchased Assets to a facility or the facilities designated in writing to Unilife prior to the
Closing Date and Biodel shall promptly reimburse Unilife for any costs and expenses reasonably incurred by Unilife in connection with such shipping and packaging. 

Section 11.02 Assignment; Successors. No Party hereto may sell or assign this Agreement or any rights hereunder, either
voluntarily or by operation of law, nor delegate any of such Party’s duties or obligations hereunder, without the prior written consent of Biodel, in the case of a Unilife Party, and Unilife, in the case of Biodel (which consent shall not be
unreasonably withheld or delayed); provided, however, that either Party may assign this Agreement, and its rights and obligations hereunder, without any other Party’s consent, if such assignment is made with prior notice to such other Party and
then only to the extent made in connection with the transfer or sale of all, or substantially all, of the business of that Party of the type to which this Agreement relates. Additionally, Biodel shall be permitted to sell or assign its rights or
obligations hereunder (solely in the entirety) to a third party that is agreed upon in writing in advance by the Parties (which agreement shall not be unreasonably withheld, conditioned or delayed by Unilife) (each an “Approved Third
Party”); provided that such transfer by Biodel to an Approved Third Party must be an assignment or sale of all of Biodel’s rights and obligations hereunder. This Agreement shall be binding upon and shall inure to the benefit of the
Parties and their respective successors and permitted assigns. 
 Section 11.03 Reserved. 

Section 11.04 Interpretation. For purposes of this Agreement: (i) the words “include,” “includes” and
“including” shall be deemed to be followed by the words “without limitation”; (ii) the word “or” is not exclusive; and (iii) the words “herein,” “hereof,” “hereby,”
“hereto” and “hereunder” refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (x) to Articles, Sections, Schedules and Exhibits mean the Articles and Sections of, and Schedules and
Exhibits attached to, this Agreement; and (y) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions
thereof. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted. The Schedules and Exhibits referred to
herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein. 

Section 11.05 Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder, including the
Exercise Notice, shall be in writing and shall be deemed to have been given (i) when delivered by hand (with written confirmation of receipt); (ii) when received by the addressee if sent by a nationally recognized overnight courier
(receipt requested); (iii) on the date sent by facsimile or e-mail of a .PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of
the recipient or (iv) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective Parties at the following addresses (or at such other
address for a Party as shall be specified in a notice given in accordance with this Section 11.05): 

  
 14 









 SUBJECT TO FRE 408 AND STATE EQUIVALENTS CONFIDENTIAL 

 


			
	If to the Unilife Parties:	  	 Unilife Corporation
 250 Cross Farm Lane

York, Pennsylvania 17406
 Facsimile: (717) 384-3402

E-mail: legal@unilife.com
 Attention: General
Counsel

		
	with a copy to (which shall not constitute notice):	  	 Duane Morris LLP
 30 South 17th Street

Philadelphia, Pennsylvania 19103
 Facsimile: (215) 827-5548

E-mail: rasilfen@duanemorris.com
 Attention: Richard Silfen,
Esq.

		
	If to Biodel (prior to the Biodel Closing):	  	 Biodel Inc.
 100 Saw Mill Road

Danbury, Connecticut 06810
 E-mail: pbavier@biodel.com

Attention: General Counsel’s Office

		
	with a copy to (which shall not constitute notice):	  	 Michael Grundei
 Wiggin & Dana

E-mail: mgrundei@wiggin.com

		
	If to Biodel (after the Biodel Closing):	  	 Biodel Inc.
 50 Milk Street, 16th Floor
 Boston, Massachusetts 02109

E-mail: pete.zorn@albireopharma.com
 Attention: General
Counsel


 Section 11.06 Headings. The headings in this Agreement are for reference only and shall not affect
the interpretation of this Agreement. 
 Section 11.07 No Third Party Beneficiaries. This Agreement is for the sole benefit of the
Parties and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by
reason of this Agreement. 
 Section 11.08 Severability. If any term or provision of this Agreement is invalid, illegal or
unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such
determination that any term or other provision is invalid, illegal or unenforceable, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually
acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. 

  
 15 









 SUBJECT TO FRE 408 AND STATE EQUIVALENTS CONFIDENTIAL 

 

 Section 11.09 Entire Agreement. This Agreement constitutes the sole and entire
agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous representations, warranties, understandings and agreements, both written and oral, with respect to such subject matter. 

Section 11.10 Amendment and Modification; Waiver. This Agreement may only be amended, modified or supplemented by an agreement in
writing signed by each Party hereto. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No waiver by any Party shall operate or be construed as a
waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any
right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise
thereof or the exercise of any other right, remedy, power or privilege. 
 Section 11.11 Specific Performance. The Parties agree
that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy to
which they are entitled at law or in equity. 
 Section 11.12 Governing Law; Submission to Jurisdiction; Waiver of Jury
Trial.
 (a) This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware
without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction). 

(b) ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY MAY BE
INSTITUTED IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED IN DELAWARE OR THE COURTS OF THE STATE OF DELAWARE AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING.
SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT BY MAIL TO SUCH PARTY’S ADDRESS SET FORTH HEREIN SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT. THE PARTIES IRREVOCABLY AND
UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH
COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. 

  
 16 









 SUBJECT TO FRE 408 AND STATE EQUIVALENTS CONFIDENTIAL 

 

 (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER
THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER
PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO
ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.12(c). 

Section 11.13 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of
which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed
copy of this Agreement. 
 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

  
 17 









 SUBJECT TO FRE 408 AND STATE EQUIVALENTS CONFIDENTIAL 

 

 IN WITNESS WHEREOF, the parties hereto have caused this Asset Purchase and License Agreement
to be executed as of the date first written above by their respective officers thereunto duly authorized. 
  

			
	UNILIFE CORPORATION
		
	By:	 	 /s/ John Ryan

	Name: John Ryan
	Title:   President and Chief Executive Officer
	
	UNILIFE MEDICAL SOLUTIONS, INC.
		
	By:	 	 /s/ John Ryan

	Name: John Ryan
	Title:   President and Chief Executive Officer
	
	BIODEL INC.
		
	By:	 	 /s/ Paul S. Bavier

	Name: Paul S. Bavier
	Title:   Interim President and General Counsel


 (Signature Page to Biodel/Unilife Asset Purchase Agreement) 

  









 SUBJECT TO FRE 408 AND STATE EQUIVALENTS CONFIDENTIAL 

 

 Exhibit A 

Intellectual Property Assets 

“Intellectual Property Assets” comprises the below listed patents and patent applications (and any patents issuing from those applications anywhere
in the world), together with any regulatory extensions (including patent term extensions and supplementary protection certifications), reissues, continuations, continuations-in-part, and divisionals deriving from the below listed patents and patent
applications. For purposes of Sections 3.01 and 3.04, the Intellectual Property Assets shall also include all know-how, technology, and existing supplier or third party agreements, necessary or useful to commercialize the Unilife Device. 

 

													
	Title of Patent	  	Country	  	
Patent Number or
 Serial
Number
	  	    Filing Date    	  	Pre-Grant
Publication
Number	  	Status	  	Anticipated
Expiration
Date
	DUAL-CHAMBER MIXING DEVICE FOR A SYRINGE	  	US Provisional Patent Application	  	US 61/515,554	  	05.08.2011	  	 	  	Expired	  	 
	  	International Patent Application	  	PCT/AU2012/000925	  	03.08.2012	  	WO201320170	  	Expired	  	 
	  	USA	  	PATENT 9,205,194	  	03.08.2012	  	US2013035664	  	GRANTED    	  	
Patent Valid
 to 3 August

2032

	  	USA – Continuation	  	14/920,069	  	03.08.2012	  	 	  	Pending	  	 
	  	Australia	  	2012292953	  	03.08.2012	  	 	  	Pending	  	 
	  	Canada	  	2842077	  	03.08.2012	  	 	  	Pending	  	 
	  	China	  	201280037704.5	  	03.08.2012	  	 	  	Pending	  	 
	  	Hong Kong	  	14106599.6	  	03.08.2012	  	 	  	Pending	  	 
	  	Europe	  	12821852.6	  	03.08.2012	  	1193057A	  	Pending	  	 
	  	India	  	75/KOLNP/2014	  	03.08.2012	  	 	  	Pending	  	 
	  	Japan	  	2014-523148	  	03.08.2012	  	 	  	Pending	  	 
	  	Brazil	  	1120140028028	  	03.08.2012	  	2014-521448	  	Pending	  	 
	  	Israel	  	230485	  	03.08.2012	  	 	  	Pending	  	 
	  	Taiwan	  	101128060	  	03.08.2012	  	 	  	Pending	  	 
	 	 	 	 	 	 	 
	
AUTOMATIC RECONSTITUTION FOR DUAL CHAMBER SYRINGE
	  	US Provisional Patent Application	  	US 61/530,765	  	02.09.2011	  	 	  	Expired	  	 
	  	International Patent Application	  	PCT/AU2012/001029	  	31.08.2011	  	WO
2013/029113	  	Expired	  	 
	  	USA	  	13/599,013	  	30.08.2011	  	US2013060232	  	Pending	  	 
	  	Australia	  	2012304198	  	30.08.2011	  	 	  	Accepted	  	 
	  	Canada	  	2843477	  	30.08.2011	  	 	  	Pending	  	 
	  	China	  	201280042281.6	  	30.08.2011	  	 	  	Pending	  	 
	  	Europe	  	12828415.5	  	30.08.2011	  	 	  	Pending	  	 
	  	India	  	243/KOLNP/2014	  	30.08.2011	  	 	  	Pending	  	 
	  	Japan	  	2014-527436	  	30.08.2011	  	 	  	Pending	  	 
	  	Brazil	  	1120140050708	  	30.08.2011	  	 	  	Pending	  	 
	  	Israel	  	230785	  	30.08.2011	  	 	  	Pending	  	 
	  	Taiwan	  	101131792	  	31.08.2012	  	201315498	  	Pending	  	 
	 	 	 	 	 	 	 
	ACTUATION MECHANISMS FOR DUAL CHAMBER MIXING SYRINGES	  	US Provisional Patent Application	  	US 61/831,017	  	04.06.2013	  	 	  	Expired	  	 
	  	International Patent Application	  	PCT/US2014/040917	  	04.06.2014	  	WO
2014/197602	  	Expired	  	 
	  	USA	  	US 14/296,194	  	04.06.2014	  	US20140358091	  	Pending	  	 
	  	Australia	  	2014274972	  	04.06.2014	  	 	  	Pending	  	 
	  	Brazil	  	BR 11 2015 030329-3	  	04.06.2014	  	 	  	Pending	  	 
	  	Canada	  	2914028	  	04.06.2014	  	 	  	Pending	  	 
	  	China	  	201480032107.2	  	04.06.2014	  	 	  	Pending	  	 
	  	Europe	  	14734684.5	  	04.06.2014	  	 	  	Pending	  	 
	  	Israel	  	242786	  	04.06.2014	  	 	  	Pending	  	 
	  	India	  	8043/CHENP/2015	  	04.06.2014	  	 	  	Pending	  	 
	  	Japan	  	Not yet received	  	04.06.2014	  	 	  	Pending	  	 


  
 A-1 









 SUBJECT TO FRE 408 AND STATE EQUIVALENTS CONFIDENTIAL 

 

 Exhibit B 

Purchased Assets 
  

			
	 Asset No.
	  	 Asset description

	20376	  	PennTech Washing System
	20398	  	EZMix manual assembly
	20472	  	Distal seal 84 cavity mold and die
	20473	  	Distal seal generic frame
	20476	  	Proximal seal 84 cavity mold and die
	20500	  	Denso 4-axis SCARA robot
	20502	  	Barrel Cap tooling
	20503	  	Barrel Extension Tooling
	20538	  	EM030018 Single Cavity Class 104 tooling
	20539	  	EM030022 Single Cavity Class 104 tooling
	20540	  	EM030022 Single Cavity Class 104 tooling
	20559	  	Coherent J-3-9.4 Laser System w/Shutter
	20583	  	Coherent - PowerMax-Pro 150 HD Sensor and Meter
	20584	  	Venturi Air Furnace
	20589	  	Glass Low Temp Sens Vari Focus
	60383	  	AB 9324-RLD300ENE RSLOGIX5000
	20522	  	EM030016 C2 Plunger Tooling
	20521	  	EM030015 C1 Plunger Tooling
	20520	  	EM030013 Lockout Cap Tooling
	20519	  	EM030012 Housing Tooling
	20518	  	EM030011 Release Collar Tooling
	20517	  	EM030010 Knob Tooling
	20516	  	EM030009 Proximal Cover Tooling
	20515	  	EM030008 Distal Cover Tool
	20508	  	C1 Stoppering Unit
	60383	  	C2 Stoppering Unit
	20464	  	C1 Barrier Placement Unit
	20500	  	C2 Barrier Placement Unit


  
 B-1 









 SUBJECT TO FRE 408 AND STATE EQUIVALENTS CONFIDENTIAL 

 

 Schedule I 

Bill of Sale 
 See attached. 

  
 SI-1 









 SUBJECT TO FRE 408 AND STATE EQUIVALENTS CONFIDENTIAL 

 

 SCHEDULE I 

BILL OF SALE 
 This BILL
OF SALE (this “Bill of Sale”) is made and entered into as of [            ], by and among Unilife Corporation, a Delaware corporation (“Unilife”), Unilife
Medical Solutions, Inc., a Delaware corporation and a subsidiary of Unilife (“UMS” and, together with Unilife, the “Unilife Parties”), and Biodel Inc., a Delaware corporation (“Biodel”). Each of
Unilife, UMS and Biodel may be referred to herein as a “Party” and, together, as the “Parties.” 

RECITALS 
 WHEREAS, Biodel
and the Unilife Parties have entered into that certain Asset Purchase and License Agreement, dated as of September 2, 2016 (the “Option Agreement”), pursuant to which, among other things, the Unilife Parties have agreed to sell
and assign to Biodel, and Biodel has agreed to purchase and assume from the Unilife Parties, the Purchased Assets (as defined in the Option Agreement), subject to the terms and conditions set forth in the Option Agreement; and 

WHEREAS, the execution and delivery of this Bill of Sale is required pursuant to the terms and conditions of the Option Agreement. 

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: 
 1.
Sale and Transfer of Purchased Assets. Effective immediately, the Unilife Parties hereby irrevocably sells, conveys, assigns, transfers and delivers to Biodel, and Biodel hereby assumes from the Unilife Parties, all of the Unilife
Parties’ rights, title and interest in and to the Purchased Assets. 
 2. Successors and Assigns; Third Party Beneficiaries.
This Bill of Sale shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Except as expressly provided herein, this Bill of Sale is for the sole benefit of the parties hereto
and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason
of this Bill of Sale. 
 3. Governing Law. This Bill of Sale shall be governed by and construed in accordance with the
internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction). 

4. No Effect on Option Agreement. Nothing contained in this Bill of Sale shall supersede, modify, limit, eliminate or otherwise affect
any of the representations and warranties, covenants, agreements or indemnities set forth in the Option Agreement. In the event of any inconsistency or conflict between the terms of the Option Agreement and the terms of this Bill of Sale, the terms
of the Option Agreement shall prevail. 
 5. Headings. The headings in this Bill of Sale are for reference only and shall not affect
the interpretation of this Bill of Sale. 

  
 SI-2 









 SUBJECT TO FRE 408 AND STATE EQUIVALENTS CONFIDENTIAL 

 

 6. Counterparts. This Bill of Sale may be executed in counterparts, each of which
shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Bill of Sale delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same
legal effect as delivery of an original signed copy of this Bill of Sale. 
 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

  
 SI-3 









 SUBJECT TO FRE 408 AND STATE EQUIVALENTS CONFIDENTIAL 

 

 IN WITNESS WHEREOF, the undersigned has executed this Bill of Sale as of the date first
written above. 
  

			
	UNILIFE PARTIES:
	
	Unilife Corporation
		
	By	 	  

	Name:	 	
	Title:	 	
	
	Unilife Medical Solutions, Inc.
		
	By	 	  

	Name:	 	
	Title:	 	
	
	BIODEL:
	
	Biodel Inc.
		
	By	 	  

	Name:	 	
	Title:	 	



  
 SI-4