Exhibit 10.2





Exhibit 10.2




			
	 	 	 
	
	 	Unilife Corporation Option Agreement






Option Agreement


Unilife Corporation

The option holder identified in item 1 of Annexure A




 


 









 







			
	 	 	 
	
	 	Unilife Corporation Option Agreement






Table of contents




	 	 	 	 	 
	Parties
	 	 	1	 
	1 Grant of Options
	 	 	1	 
	2 Tranches
	 	 	1	 
	3 Exercise Period
	 	 	1	 
	4 Exercise Price
	 	 	1	 
	5 Notice of Exercise
	 	 	2	 
	6 Allotment of Unilife Corporation Shares
	 	 	2	 
	7 Quotation of Options and Shares
	 	 	2	 
	8 Shareholder approval
	 	 	3	 
	9 Shares rank equally
	 	 	3	 
	10 No participation in new issues
	 	 	3	 
	11 Reorganisation of capital
	 	 	3	 
	12 Options not transferable
	 	 	4	 
	13 Change of Control
	 	 	4	 
	14 Option register
	 	 	4	 
	15 Governing Law
	 	 	4	 
	16 Notices
	 	 	5	 
	17 Definitions
	 	 	5	 
	Annexure A — Details of Option Holder
	 	 	9	 
	Annexure B — Notice of Exercise
	 	 	10	 







 


 









 







Unilife Corporation Option Agreement




Parties




Unilife Corporation a company incorporated in Delaware United States of 633 Lowther Road,
Lewisberry, Pennsylvania 17339, United States (Unilife Corporation)



The option holder identified in item 1 of Annexure A (Option Holder)




	1	 	Grant of Options






	1.1	 	Unilife Corporation grants the Option Holder the Options set out in item 2 of Annexure A to
subscribe for Unilife Corporation Shares to be allocated on the terms and conditions set out
in this Agreement.






	1.2	 	Each Option entitles the Option Holder to acquire one Unilife Corporation Share.
	 
	2	 	Tranches
	 
	2.1	 	The Options are granted in two tranches as set out in item 3 of Annexure A.
	 
	3	 	Exercise Period






	3.1	 	Subject to clause 13, each Option is exercisable at any time from the date which is six
months after their date of grant until the third anniversary of the date of grant and if the
Option is not exercised on or prior to the expiry of the Option Period, the Option will
automatically lapse.






	4	 	Exercise Price
	 
	4.1	 	The exercise price for each Option is as follows:






	 	4.1.1	 	Tranche 1: A$7.50; and
	 
	 	4.1.2	 	Tranche 2: A$12.00,






payable immediately on exercise by bank cheque or wire transfer to an account of Unilife
Corporation.


 


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Unilife Corporation Option Agreement





	5	 	Notice of Exercise






	5.1	 	The Options may be exercised by giving notice in writing to the Unilife Corporation, in the
form set out in Annexure B of this Agreement, at any time during the Option Period stating the
number of Options being exercised. Options may only be exercised in multiples of 1,000 unless
all of the then unexercised Options are being exercised under the relevant Notice of Exercise.






	6	 	Allotment of Unilife Corporation Shares






	6.1	 	Subject to clause 6.3, on receipt by Unilife Corporation of a valid Notice of Exercise in
accordance with clause 5 and payment of the Exercise Price in accordance with clause 4,
Unilife Corporation must, within ten Business Days, issue and allot to the Option Holder the
number of Unilife Corporation Shares or CDIs set out in the Exercise Notice and despatch the
relevant share certificate, holding statement or other appropriate acknowledgment as soon as
reasonably practicable thereafter.






	6.2	 	Whilst Unilife Corporation remains listed on ASX, the Option Holder will be entitled to elect
whether to receive Unilife Corporation Shares in the form of common stock of Unilife
Corporation or as CDIs. If the Option Holder elects to receive their Unilife Corporation
Shares in the form of CDIs, they will receive six CDIs for every Unilife Corporation Share to
which they would be entitled on exercise of the Options.






	6.3	 	If at any time the Board determines that the delivery of Unilife Corporation Shares under
this Agreement is or may be unlawful under Applicable Law, the Option Holder’s right to
exercise the Option or receive the Unilife Corporation Shares or CDIs pursuant to the Option
shall be suspended until the Board determines that such delivery is lawful.






	6.4	 	Unilife Corporation may require that the Option Holder, as a condition to exercise of the
Option, and as a condition to the delivery of any share certificate (if relevant), make such
written representations (including representations to the effect that the Option Holder will
not dispose of the Unilife Corporation Shares so acquired in violation of Applicable Law) and
furnish such information as may, in the opinion of counsel for Unilife Corporation, be
appropriate to permit Unilife Corporation to issue the Unilife Corporation Shares or CDIs in
compliance with Applicable Law.






	7	 	Quotation of Options and Shares
	 
	7.1	 	The Options will not be listed for quotation on ASX, NASDAQ or any other exchange.
	 
	7.2	 	As soon as reasonably practicable following the exercise of an Option:






	 	7.2.1	 	to the extent that the Option Holder elects to receive their Unilife
Corporation Shares in the form of CDIs, Unilife Corporation shall apply for the CDIs
to be admitted for quotation on the Official List of ASX (so long as CDIs are quoted
on the Official List of the ASX at that time); or
	 
	 	7.2.2	 	to the extent that the Option Holder elects to receive their Unilife
Corporation Shares in the form of common stock, Unilife Corporation shall apply for
the Unilife Corporation Shares to be admitted for quotation on NASDAQ (so long as
the Unilife Corporation Shares are quoted on NASDAQ at that time).




 


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Unilife Corporation Option Agreement










	8	 	Shareholder approval






	8.1	 	If, for any reason, an issue of Unilife Corporation Shares to the Option Holder in accordance
with this Agreement would require approval of Shareholders, Unilife Corporation must convene
the necessary meeting as soon as reasonably practicable and at its own cost.
	 
	9	 	Shares rank equally






	9.1	 	Unilife Corporation Shares (or CDIs as relevant) issued on the exercise of Options will rank
equally in all respects with the other Unilife Corporation Shares (or CDIs as relevant) on
issue at the date of allotment and will be subject to the provisions of Unilife Corporation’s
certificate of incorporation and by-laws.
	 
	10	 	No participation in new issues






	10.1	 	An Option does not confer a right to participate in new issues of securities of Unilife
Corporation, unless the Option Holder has first exercised the Option and such exercise took
place on or before the record date for determining entitlements to the issue.






	10.2	 	Option Holders have the right to exercise their Options prior to the date for determining
entitlements to participate in any issues made during the currency of the Options, and will be
granted a period of at least nine business days before the relevant record date to exercise
the Options.






	10.3	 	In the event that a pro rata issue of Unilife Corporation shares is made to the holders of
securities in Unilife Corporation, the exercise price of the Options shall be reduced in
accordance with ASX Listing Rule 6.22 (as amended from time to time) (so long as CDIs are
quoted on ASX at that time).
	 
	11	 	Reorganisation of capital






	11.1	 	In the event of any reorganisation (including consolidation (reverse split), sub-division
(stock split), split-up, spin-off or similar transaction, recapitalisation, reduction or
return, merger or share exchange) of the issued capital of Unilife Corporation, the rights of
the Option Holder including the number of Options or the Exercise Price or both shall be
reorganised (as appropriate):






	 	11.1.1	 	while CDIs are quoted on the Official List of ASX, to the extent necessary to
comply with the Listing Rules applying to a reorganisation of capital at the time of
the reorganisation; or
	 
	 	11.1.2	 	if CDIs are no longer quoted on the Official List of ASX, as otherwise determined
by the Board to be appropriate to reflect the reorganisation.




 


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Unilife Corporation Option Agreement










	12	 	Options not transferable






	12.1	 	The Options are not transferable without the prior written consent of the Board of Directors
of Unilife Corporation.
	 
	13	 	Change of Control






	13.1	 	Each outstanding Option shall lapse upon the effective time of a Change of Control Event
unless the transaction the subject of the Change of Control Event provides for the
continuation or assumption of outstanding Options by the surviving or successor entity or a
parent company of that entity, or for the substitution of equivalent awards, as determined in
the sole discretion of the Board of the surviving or successor entity or a parent of that
entity. This is subject to the proviso that holders of Options that lapse under this clause
13.1 are permitted to exercise all of their Options immediately before the Change of Control
Event.






	13.2	 	In the event of a Change of Control Event, the Board will notify the Option Holder of the
forthcoming Change of Control Event and provide the Option Holder with a reasonable period in
which it may exercise its Options prior to them lapsing under clause 13.1.
	 
	14	 	Option register






	14.1	 	Unless otherwise determined by the Board of Directors of Unilife Corporation (or a committee
of the Board), Unilife Corporation’s share registry will maintain a register of the Options.
	 
	15	 	Governing Law






	15.1	 	The Options and this Agreement shall in all respects be governed by and construed in
accordance with the laws of the State of Delaware, without regard to its conflict of laws
principles.






	15.2	 	Any suit with respect to an Option will be brought in the federal or state courts in the
State of Delaware, and the Option Holder, by accepting the Options, irrevocably and
unconditionally agrees and submits to the personal jurisdiction and venue thereof.




 


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Unilife Corporation Option Agreement










	16	 	Notices






	16.1	 	Notices may be given by Unilife Corporation to the Option Holder in writing and to the
address set out above or such new address as is notified from time to time by the Option
Holder to Unilife Corporation.
	 
	17	 	Definitions
	 
	17.1	 	In this Agreement, unless the context otherwise requires:






A$ means Australian currency.




Applicable Law means any one or more or all, as the context requires, of:




	 	(a)	 	the Corporations Act and any regulations to it;
	 
	 	(b)	 	the ASX Listing Rules;
	 
	 	(c)	 	the certificate of incorporation and by-laws of the Unilife Corporation;






	 	(d)	 	the United States Securities Act of 1933, as amended (including the rules
thereunder), Exchange Act and any other applicable United States federal or state
law, including without limitation the Delaware General Corporation Law;
	 
	 	(e)	 	the NASDAQ Rules; and






	 	(f)	 	any practice note, policy statement, class order, declaration, guideline,
policy or procedure pursuant to the provisions of which any of the SEC, ASIC or ASX
is authorised or entitled to regulate, implement or enforce, either directly or
indirectly, the provisions of any of the foregoing statutes, regulations or rules or
any conduct of any duly authorised person, pursuant to any of the abovementioned
statutes, regulations or rules.






ASIC means the Australian Securities and Investments Commission.




ASX means ASX Limited (ACN 008 624 691) and any successor body corporate or the financial
market it operates (as the context requires).




ASX Listing Rules means the Listing Rules published by ASX from time to time.




Board means all or some of the directors of Unilife Corporation acting as a board from
time to time.




Business Day means any day, other than a Saturday, Sunday or public holiday in New York,
United States of America.




CDI means a CHESS Depositary Interest over one-sixth of a share of Unilife Corporation
common stock.


 


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 Unilife Corporation Option Agreement





Change of Control Event means the occurrence of any of the following events:




	 	(a)	 	a Change of Ownership of Unilife Corporation;
	 
	 	(b)	 	a Change of Effective Control of Unilife Corporation; or
	 
	 	(c)	 	a Change of Ownership of Assets of Unilife Corporation.






For the purposes of a Change of Control Event, fair market value is determined by the
Board. A Change of Control Event excludes a public offering of the Shares.




Change of Effective Control of Unilife Corporation means the date on which a majority of
members of Unilife Corporation’s full board of directors is replaced during any 12-month
period by directors whose appointment or election is not endorsed by a majority of the
members of Unilife Corporation’s full board of directors before the date of the
appointment or election.




Change of Ownership of Assets of Unilife Corporation means the date on which any one
person acquires, or Persons Acting as a Group acquire (or has or have acquired during the
12 month period ending on the date of the most recent acquisition by such Person or
Persons), assets from Unilife Corporation that have a total gross fair market value more
than 50% of the total gross fair market value of all of the assets of Unilife Corporation
immediately before such acquisitions. For this purpose, gross fair market value means
the value of the assets of Unilife Corporation, or the value of the assets being disposed
of, determined without regard to any liabilities associated with such assets.




Change of Ownership of Unilife Corporation means the date on which any one Person
acquires, or Persons Acting as a Group acquire, ownership of Shares that, together with
the Shares held by such Person or Persons Acting as Group, constitutes more than 50% of
the total fair market value or total voting power of the Shares of Unilife Corporation.
However, if any one Person is, or Persons Acting as a Group are, considered to own more
than 50% of the total fair market value or total voting power of the Shares of Unilife
Corporation, the acquisition of additional Shares by the same Person or Persons Acting as
a Group is not considered to cause a Change of Ownership of Unilife Corporation or to
cause a Change of Effective Control of Unilife Corporation. An increase in the
percentage of Shares owned by any one Person, or Persons Acting as a Group, as a result
of a transaction in which Unilife Corporation acquires its Shares in exchange for
property will be treated as an acquisition of Shares.




Corporations Act means the Corporations Act 2001 (Cth).




Exchange Act means the United States Securities Exchange Act of 1934, as amended,
including the rules promulgated thereunder.




Exercise Price means the exercise price payable to acquire one Share pursuant to the
exercise of each Option.




NASDAQ Rules means the Nasdaq Listing Rules as published by The Nasdaq Stock Market from
time to time.




Notice of Exercise means the notice provided to Unilife Corporation by the Option Holder
in respect of the exercise of the Options in the form set out in Annexure B to this
Agreement.


 


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 Unilife Corporation Option Agreement





Option Period means the date from which the Options become exercisable until the date on
which the Options lapse.




Options means the options granted to the Option Holder under this Agreement.




Person means any individual, entity or group within the meaning of section 13(d)(3) or
14(d)(2) of the Exchange Act, other than employee benefit plans sponsored or maintained
by the Company and by entities controlled by the Company or an underwriter of the Shares
of the Company in a registered public offering.




Persons Acting as a Group means persons who are owners of a corporation that enters into
a merger, consolidation, purchase or acquisition of shares, or similar business
transaction with the corporation. If a Person owns shares in both corporations that enter
into a merger, consolidation, purchase or acquisition of shares, or similar transaction,
such shareholder is considered to be a Person Acting as a Group with other shareholders
only with respect to the ownership in that corporation before the transaction giving rise
to the change and not with respect to the ownership interest in the other corporation.
Persons will not be considered to be Persons Acting as a Group solely because they
purchase assets of the same corporation at the same time or purchase or own shares of the
same corporation at the same time, or as a result of the same public offering.




Unilife Corporation Shares means shares of fully paid common stock in the capital of
Unilife Corporation.




SEC means the United States Securities and Exchange Commission.


 


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 Unilife Corporation Option Agreement




Date:            



THESE OPTIONS AND THE SECURITIES TO BE ISSUED UPON THEIR EXERCISE HAVE NOT BEEN REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (US SECURITIES ACT) AND THE OPTIONS MAY NOT BE
EXERCISED BY OR ON BEHALF OF ANY U.S. PERSON, AS SUCH TERM IS DEFINED IN REGULATION S OF THE US
SECURITIES ACT, UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS FILED AND MADE
EFFECTIVE, OR AN OPINION OF COUNSEL SATISFACTORY TO THE UNILIFE CORPORATION TO THE EFFECT THAT
REGISTRATION UNDER THE US SECURITIES ACT IS NOT REQUIRED. NEITHER THE OPTIONS NOR THE SECURITIES TO
BE ISSUED UPON THEIR EXERCISE MAY BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF
(I) AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO THE OPTIONS OR THE SECURITIES TO BE ISSUED
UPON THEIR EXERCISE, OR (II) AN EXEMPTION FROM REGISTRATION UNDER THE US SECURITIES ACT AND AN
OPINION OF COUNSEL SATISFACTORY TO THE UNILIFE CORPORATION TO THE EFFECT THAT REGISTRATION UNDER
THE US SECURITIES ACT IS NOT REQUIRED. NO HEDGING TRANSACTIONS INVOLVING THE PLACEMENT OPTIONS OR
THE UNDERLYING SHARES MAY BE CONDUCTED UNLESS IN COMPLIANCE WITH THE US SECURITIES ACT.



Executed by Unilife Corporation acting by:



	 	 	 	 	 	 	 
	BY:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	TITLE:	 	 	 	 
	 

	 	 	 	 

	 	 






 


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 Unilife Corporation Option Agreement




Annexure A




DETAILS OF OPTION HOLDER




	 	 	 
	Item 1:

	 	[insert full name and address of Option Holder]
	 
	 	 
	Item 2:

	 	[insert number of Options to be granted to the Option Holder] Options
	 
	 	 
	Item 3

	 	Tranche 1: [insert number of Options] Options
	 
	 	 
	 

	 	Tranche 2: [insert number of Options] Options






 


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 Unilife Corporation Option Agreement




Annexure B




NOTICE OF EXERCISE OF OPTIONS




2010




The Company Secretary

Unilife Corporation

633 Lowther Road

Lewisberry, Pennsylvania 17339

UNITED STATES OF AMERICA




	 
	Dear Sir/Madam


Notice of Exercise of Options







I,                                          of                     
                                         give notice of the exercise

  Name                                        Address



 of ______________________ options for the purchase of Unilife Corporation shares, as identified by option





insert number of options



certificate #                     and pursuant to the terms and conditions of the applicable Unilife Corporation option agreement,





insert number



with a total exercise price of A$                                                                       .




insert amount payable on exercise of options



I represent and warrant to Unilife Corporation that I will not dispose of or engage in hedging
transactions involving the Unilife Corporation shares (whether in the form of common stock or CDIs,
as applicable) that I acquire through this exercise of the options in violation of Applicable Law,
as that term is defined in the option agreement, including without limitation, the United States
Securities Act of 1933, as amended (the “US Securities Act”).



I understand and acknowledge that (i) the shares that I acquire through this exercise of the
options may not be transferred, sold or otherwise disposed of in the absence of (x) an effective
registration statement, or (y) an exemption from registration under the US Securities Act and an
opinion of counsel satisfactory to Unilife Corporation to the effect that registration under the US
Securities Act is not required; and (ii) no hedging transactions involving such shares may be
conducted unless in compliance with the US Securities Act.


 


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Unilife Corporation Option Agreement




Election for CHESS Depositary Interests (CDIs) or common stock in Unilife Corporation




While Unilife Corporation remains listed on ASX and NASDAQ, you will be entitled to elect whether
to receive the Unilife Corporation shares which will be issued on exercise of the above options in
the form of common stock or CDIs (each representing one-sixth of a share of common stock).



Please tick one of the boxes below to elect to receive your Unilife Corporation shares in the form
of CDIs (tradable on ASX) or shares of common stock (tradeable on NASDAQ):




	o	 	CDIs, each representing one-sixth of a share of common stock
(only tradeable on ASX).
	 
	o	 	Common Stock (only tradeable on NASDAQ).





If you do not tick one of the boxes above, the shares which will be issued to you on exercise of
the above options will be issued in the form of Unilife Corporation CDIs, each representing
one-sixth of a share of common stock, which will only be tradeable on ASX.



The certificate for these options, along with a cheque made payable in Australian dollars to
“Unilife Corporation” for the amount set out above (being the total of the exercise price payable
on the exercise of these options), is enclosed.



	 	 	 	 	 
	[Individual]
	 	 	 	 
	 
	 	 	 	 
	Signed by
	 	 	 	 
	in the presence of:
	 	 	 	 
	 
	 	 	 	 
	 

	 	 

Optionholder
	 	 
	 
	 	 	 	 
	 

Witness

	 	 	 	 
	 
	 	 	 	 
	 

Name of Witness (print)

	 	 	 	 






 


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Unilife Corporation Option Agreement




	 	 	 	 	 
	[Company]
	 	 	 	 
	 
	 	 	 	 
	Executed by [insert name of
company] acting by the
following persons:
	 	 	 	 
	 
	 	 	 	 
	 

Signature of director

	 	 

Signature of director/company secretary
	 	 
	 
	 	 	 	 
	 

Name of director (print)

	 	 

Name of director/company secretary (print)
	 	 







 


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