Form of Senior Secured Term Note


 Exhibit 10.1 
 THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD,
TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE ISSUER, THAT
REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SUCH ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR
FINANCING ARRANGEMENT SECURED BY THE SECURITIES, PROVIDED SUCH PLEDGE IS MADE IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS. 
 SENIOR SECURED TERM NOTE 
  

					
	May 22, 2009	 		 	Principal: U.S.$            

 FOR VALUE RECEIVED, Unigene Laboratories, Inc. and each other Person which becomes a party
hereto pursuant to the terms of the Financing Agreement (defined below) (collectively the “Borrowers” or individually a “Borrower”) hereby, jointly and severally, promises to pay to the order of
                     or its registered assigns (the “Holder”) the amount set out above as the Principal pursuant to the terms of
that certain Financing Agreement dated as of September 30, 2008, by and among the Borrowers, Victory Park Management, LLC, as administrative agent and collateral agent (the “Agent”), and the Lenders party thereto (together with
all exhibits and schedules thereto and as may be amended, restated, modified and supplemented from time to time the “Financing Agreement”). The Borrowers also hereby, jointly and severally, promise to pay accrued and unpaid interest
and premium, if any, on the Principal on the dates, rates and in the manner provided for in the Financing Agreement. This Senior Secured Term Note (including all Senior Secured Term Notes issued in exchange, transfer, or replacement hereof, this
“Note”) is one of the Senior Secured Term Notes issued pursuant to the Financing Agreement (collectively, the “Notes”). Capitalized terms used and not herein are defined in the Financing Agreement. 
 This Note is subject to optional redemption and mandatory prepayment on the terms specified in the Financing Agreement, but not otherwise. At any time an
Event of Default exists, the Principal of this Note, together with all accrued and unpaid interest any applicable premium due, if any, may be declared or otherwise become due and payable in the manner, at the price and with the effect provided in
the Financing Agreement. 
 All payments in respect of this Note are to be made in lawful money of the United States of America at the
Agent’s office in Chicago, Illinois or at such other place as the Borrowers shall have designated by written notice to the Holder of this Note as provided in the Financing Agreement. 






 This Note may be offered, sold, assigned or transferred by the Holder without the consent of the
Borrowers, subject only to the provisions of Section 6.4 and Section 6.5 of the Financing Agreement and to applicable law. 
 This
Note is a registered Note and, as provided in the Financing Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered Holder hereof or such
Holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Borrowers may treat the person in
whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Borrowers will not be affected by any notice to the contrary. 
 This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of
this Note and all disputes arising hereunder shall be governed by, the laws of the State of Illinois, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Illinois or any other jurisdictions) that
would cause the application of the laws of any jurisdictions other than the State of Illinois. The parties hereto (a) agree that any legal action or proceeding with respect to this Note or any other agreement, document, or other instrument
executed in connection herewith, shall be brought in any state or federal court located within Chicago, Illinois, (b) irrevocably waive any objections which either may now or hereafter have to the venue of any suit, action or proceeding arising
out of or relating to this Note, or any other agreement, document, or other instrument executed in connection herewith, brought in the aforementioned courts, and (c) further irrevocably waive any claim that any such suit, action, or proceeding
brought in any such court has been brought in an inconvenient forum. 
 THE HOLDER AND THE BORROWERS IRREVOCABLY WAIVE THE RIGHT TO A TRIAL
BY JURY IN ANY ACTION OR PROCEEDING BROUGHT TO ENFORCE ANY PROVISION OF THIS NOTE OR ANY OTHER TRANSACTION DOCUMENT. 
 [Signature Page
Follows] 
  

 7 







 IN WITNESS WHEREOF, each of the Borrowers has caused this Note to be duly executed as of the date set out
above. 
  

			
	BORROWERS:
	
	UNIGENE LABORATORIES, INC.
		
	By:	 	 /s/ Warren P. Levy

	Name:	 	 Warren P. Levy

	Title:	 	 President and Chief Executive Officer



 [Senior Secured Note]