Unassociated Document


    
      Exhibit
10.15

    

     

    
      AMENDED AND RESTATED CHANGE
IN CONTROL AGREEMENT

       

      This
Amended and Restated Change in Control Agreement (“Agreement”) is being entered
into on the last date listed on the signature page hereof by and between Dr.
James P. Gilligan (“Vice President”) and Unigene Laboratories, Inc.
(“Company”).  As used herein, “Parties” refers to Vice President and
Company.

       

      WHEREAS,
Vice President serves the Company in a position of substantial authority and
responsibility;

       

      WHEREAS,
Company and Vice President entered into the Change in Control Agreement, dated
as of September 5, 2008 (the “Original Agreement”), in order to establish
certain protections for Vice President in the event of the termination of Vice
President’s employment with Company for specified reasons following a Change in
Control;

       

      WHEREAS,
Company and Vice President desire to amend and restate the Original Agreement in
order to make certain changes thereto, including the establishment of certain
protections for Vice President in the event of termination of Vice President’s
employment with the Company for specified reasons following the Transaction (as
defined below);

       

      NOW,
THEREFORE, in consideration of the mutual promises and undertakings contained
herein, and intending to be legally bound hereby, the Parties agree as
follows:

       

      Section
1.Severance
Benefits

       

      (a)           Severance
Payment.  If (1) Vice President is not hired by Surviving
Company following a Change in Control other than for Cause, (2) within twelve
(12) months following a Change in Control, Vice President’s employment with
Surviving Company is terminated (i) by Surviving Company other than for Cause or
(ii) by Vice President for Good Reason, (3) within twelve (12) months following
the Transaction, Vice President’s employment is terminated by the Company
without Cause, or (4) within six (6) months following the Company’s hiring of a
new Chief Executive Officer (provided such new Chief Executive Officer is hired
within the twelve (12) months following the Transaction), Vice President’s
employment is terminated by the Company without Cause, Vice President will be
entitled to, in addition to all compensation and benefits accrued but unpaid up
to the date of termination, severance pay in a gross amount equal to twelve (12)
months of Vice President’s annualized base salary as of the date of Vice
President’s termination, except that in the event that Vice President terminates
his employment with Surviving Company due to a material diminution by Surviving
Company in Vice President’s base salary without Vice President’s consent, the
severance pay will be calculated based on Vice President’s base salary
immediately preceding the diminution giving rise to Vice President’s resignation
(“Severance Payment”).  Company will pay Vice President the Severance
Payment unless Surviving Company, if applicable, assumes Company’s obligations
under this Agreement, in which case Company shall not be liable for the
Severance Payment.  The Severance Payment, to which Vice President
would not otherwise be entitled, is contingent upon Vice President’s execution
and nonrevocation of a general release of all claims against the Company,
Surviving Company (if applicable), and all related entities or persons within 60
days of Vice President’s termination of employment.  The Severance
Payment will be paid in the form of base salary continuation for twelve (12)
months, commencing with the first regular pay cycle following 60 days after Vice
President’s termination and otherwise in accordance with Company’s or Surviving
Company’s, as applicable, regular payroll cycle as may be amended from time to
time.  The period
beginning on Vice President’s date of termination and ending on the date on
which the last installment of the Severance Payment is paid to Vice President is
referred to herein as the “Severance Period.”

       

      
        
           

        

        
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      (b)           Certain
Adjustments.  The severance benefits to be provided to the Vice
President hereunder and all other payments or benefits which are “parachute
payments” (as defined in Section 280G(b)(2)(A) of the Code) payable to Vice
President under other arrangements or agreements (the “Total Payments”) shall be
adjusted as set forth in this Section 1(b).  If the Total Payments as
a result of any Change in Control would (in the aggregate) result in an amount
not being deductible under Code Section 280G or an excise tax under Section
4999, the Total Payments shall be reduced to the extent necessary so that the
deductibility of the full amount of such reduced Total Payments is not limited
by Code Section 280G or such Total Payment is not subject to an excise tax under
Section 4999.  The Company or Surviving Company, as applicable, shall
make all determinations required to be made under this Section 1(b) in good
faith and shall, upon Vice President’s request, provide supporting calculations
to Vice President.  

       

      (c)           Section
409A.

       

      (i)           Notwithstanding
anything to the contrary in this Agreement, no portion of the Severance Payment
will be payable until Vice President has a “separation from service” from the
Company or the Surviving Company, as applicable, within the meaning of Code
Section 409A.

       

      (ii)           Further,
if upon Vice President’s separation from service, Vice President is a “specified
employee” (within the meaning of Code Section 409A and the regulations
thereunder) of Company or Surviving Company, and if the payments under this
Agreement would be subject to excise tax under Code Section 409A because such
payments are made within the 6-month period commencing upon the Vice President’s
separation from service, then such payments shall be delayed until the first
payroll cycle following six (6) months after such separation from service and
paid in lump sum at such time.  All subsequent installments of the
Severance Payment will be payable monthly for the remaining months in the
schedule set forth in Section 1(a).  Notwithstanding anything herein
to the contrary, in the event of Vice President’s death following Vice
President’s separation from service but prior to the six (6) month
anniversary of Vice President’s separation from service (or any later delay
date), then any payments delayed in accordance with this paragraph will be
payable in a lump sum as soon as administratively practicable after the date of
Vice President’s death and all subsequent installments of the Severance Payment
will be payable monthly for the remaining months in the schedule set forth in
Section 1(a). Each installment of the Severance Payment is intended to
constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the
Treasury Regulations.

       

      
        
           

        

        
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      (iii)           The
foregoing provisions are intended to comply with, or be exempt from, the
requirements of Code Section 409A so that no portion of the Severance
Payment will be subject to the additional tax imposed under Section 409A,
and any ambiguities herein will be interpreted to so comply or be
exempt.  Vice President and the Company agree to work together in good
faith to consider amendments to the Agreement and to take such reasonable
actions which are necessary, appropriate or desirable to avoid imposition of any
additional tax or income recognition prior to actual payment to Vice President
under Section 409A.  In no event will the Company reimburse Vice
President for any taxes that may be imposed on Vice President as result of
Section 409A.

       

      (d)           No Duplication of
Benefits.  In the event of the termination of Vice President’s
employment under the circumstances described in this Section 1, the only
obligations of Company or Surviving Company, as applicable, are provided in this
Section 1 and Vice President acknowledges and agrees that Vice President shall
not be entitled to any other severance payments upon such
termination.

       

      (e)           Mitigation.  In
the event of Vice President’s termination pursuant to Section 1(a)(3) or 1(a)(4)
hereof, each periodic installment of Vice President’s Severance Payment shall be
reduced on a dollar-for-dollar basis (appropriately adjusted to take into
account tax withholdings, as applicable) to reflect any amount paid to Vice
President during the Severance Period by any subsequent employer or any other
employer (including an employer for whom Vice President currently provides
part-time services), but solely to the extent such amounts are paid due to an
increase in the amount of services Vice President provides to such other
employer from and after the effective date of Vice President’s termination
hereunder.  Vice President covenants and agrees to inform the Company
of any new employment Vice President obtains during the Severance Period and any
increase in employment services Vice President provides to any existing
employer.

       

      Section
2.Definitions

       

      (a)           “Cause” means the
occurrence of any of the following events:  (i) Vice President’s
failure to substantially perform his employment duties (other than due to
disability), provided that such failure (if curable) is not cured within thirty
(30) days after delivery of notice to Vice President of such failure; (ii) a
material breach of this Agreement by Vice President, including without
limitation any breach of Vice President’s obligations pursuant to Section 1(e)
or Section 3 of this Agreement; (iii) Vice President’s dishonesty, which
includes without limitation any misuse or misappropriation of Company’s or
Surviving Company’s assets, or other gross or willful misconduct, which includes
without limitation any conduct by Vice President intended to or likely to injure
the business of Company or Surviving Company; (iv) Vice President’s conviction
(including a plea of nolo contendere) for any felony or gross misdemeanor under
federal or state law; or (v) Vice President’s insobriety or use of drugs, or
controlled substances either (a) in the course of performing his duties and
responsibilities or (b) otherwise affecting his ability to perform the
same.  In addition to the foregoing, Vice President’s death or
disability (Vice President’s inability to perform the essential functions of his
position for a period of six (6) months in the twelve (12) month period
following a Change in Control), shall constitute Cause.  The existence
of any of the foregoing events or conditions is to be determined by Company or
Surviving Company, as applicable, in the exercise of its reasonable
judgment.

       

      
        
           

        

        
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      (b)           “Change in Control”
means:

       

      (i)           any
individual, entity or group (within the meaning of Section 13(d)(3) or Section
14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)) acquires beneficial ownership (within the meaning of Rule l3d-3
promulgated under the Exchange Act) of more than 50% of either (A) the then
outstanding shares of common stock or (B) the combined voting power of the then
outstanding voting securities of the Company entitled to vote generally in the
election of directors (the “Voting Securities”); provided, however, that any
acquisition by the Company, by any employee benefit plan (or related trust) of
the Company, or by any corporation with respect to which, following such
acquisition, more than 50%, respectively, of the then outstanding shares of
common stock of such corporation and the combined voting power of the then
outstanding voting securities of such corporation entitled to vote generally in
the election of directors is then beneficially owned, directly or indirectly, by
all or substantially all of the individuals and entities who were the beneficial
owners, respectively, of the common stock and Voting Securities immediately
prior to such acquisition in substantially the same proportion as their
ownership, immediately prior to such acquisition, of the common stock and Voting
Securities, as the case may be, shall not constitute a Change in
Control;

       

      (ii)           individuals
who, as of the effective date of this Agreement, constitute the Board of
Directors of Company (the “Incumbent Board”) cease for any reason during any
12-month period to constitute at least a majority of the Board of Directors of
the Company, provided that any individual becoming a director subsequent to the
effective date of this Agreement whose election was approved by a vote of at
least a majority of the directors then comprising the Incumbent Board shall be
deemed a member of the Incumbent Board, but excluding, for this purpose, any
such individual whose initial assumption of office is in settlement of an actual
or threatened election contest relating to the election of the directors of the
Company; or

       

      (iii)           the
consummation (following approval by the Company’s stockholders) of (A) a
reorganization, merger or consolidation, in each case, with respect to which all
or substantially all of the persons who were the respective beneficial owners of
the common stock and the Voting  Securities  immediately
prior to such reorganization, merger or consolidation do not, following such
reorganization, merger or consolidation, beneficially own, directly or
indirectly, more than 50%, respectively, of the then outstanding shares of
common stock and the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors, as the case
may be, of the corporation resulting from such reorganization, merger or
consolidation or (B) a complete liquidation or dissolution of the Company or of
the sale or other disposition of all or substantially all of the assets of the
Company.

       

      (c)           “Code” means the
Internal Revenue Code of 1986, as amended.

       

      
        
           

        

        
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      (d)           “Good Reason” means
the occurrence of any of the following events: (i) a material diminution by
Surviving Company in Vice President’s base salary without Vice President’s
consent; (ii) a material diminution by Surviving Company in Vice President’s
authority, duties or responsibilities without Vice President’s consent; or (iii)
a relocation, without Vice President’s consent, by Surviving Company of Vice
President’s base site of employment to a location greater than fifty (50) miles
from Vice President’s base site of employment immediately preceding such
relocation, except for travel reasonably required in the performance of Vice
President’s duties and responsibilities, or unless the new base site of
employment is located closer to Vice President’s
home.  Notwithstanding the foregoing, none of the foregoing events or
conditions will constitute Good Reason if Vice President failed to give
Surviving Company (A) written notice stating Vice President’s intention to claim
Good Reason and the basis for that claim within ninety (90) days of the
occurrence of the event or circumstance giving rise to the claim of Good Reason
and (B) at least thirty (30) days for Surviving Company to cure such event or
circumstance, if such event or circumstance is susceptible of cure.

       

      (e)           “Surviving Company”
means the entity surviving the Change in Control of Company.

       

      (f)           “Transaction” means
the closing of the transactions contemplated by that certain Amended and
Restated Financing Agreement dated as of March 16, 2010, by and among the
Company, the lenders and Victory Park Management, LLC, as agent.

       

      Section
3.Restrictive
Covenants

       

      (a)           Non-competition.  Vice
President agrees that for so long as he is employed by Company or Surviving
Company, and for a period of one (1) year after the termination or cessation of
his employment with Company or Surviving Company for any reason, Vice President
will not directly or indirectly:

       

      (i)           Within
the United States or elsewhere where Company, Surviving Company, or any of their
affiliates or subsidiaries conducts its business, as an individual proprietor,
partner, stockholder, officer, employee, director, joint venturer, investor,
lender, or in any other capacity whatsoever (other than as the holder of not
more than two percent (2%) of the total outstanding stock of a publicly held
company), engage in the business of developing, producing, marketing or selling
products or rendering services of the kind or type developed or being (or
planned to be) developed, produced, marketed or sold, by Company or Surviving
Company while Vice President was employed by Company or Surviving Company,
including without limitation the business of developing, producing, or selling
Calcitonin products or amidated peptides; or

       

      (ii)           Recruit,
solicit or induce, any employee or employees of Company or Surviving Company to
terminate their employment with, or otherwise cease their relationship with,
Company or Surviving Company; or

       

      (iii)           Solicit,
encourage or induce any of the clients, customers, suppliers, joint venturers,
licensees or accounts, or prospective clients, customers, suppliers, joint
venturers, licensees or accounts, of Company or Surviving Company to terminate
its/his/her relationship (contractual or otherwise) with Company or Surviving
Company (in whole or in part) or to refrain from entering into a relationship
(contractual or otherwise) with Company or Surviving Company.

       

      
        
           

        

        
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      (b)           Protection of Confidential
Information.  Vice President acknowledges that by reason of his
employment with Company (and Surviving Company, if applicable), he has had close
contact with the confidential affairs of Company (and Surviving Company, if
applicable), its affiliates, subsidiaries, customers, suppliers, and potential
and actual business partners.  During and after Vice President’s
employment with Company (and Surviving Company, if applicable), Vice President
agrees not to directly or indirectly, by himself or through other persons or
entities, disclose, without the prior written consent of Company (or Surviving
Company, as applicable) or its authorized representative, any Confidential
Information (except as reasonably required in the performance of Vice
President’s job duties with Company or Surviving Company, as applicable, or as
required by law).  As used herein, “Confidential Information” means
all confidential, proprietary, or nonpublic information (in whatever form) in
any way relating to Company, Surviving Company, or their affiliates,
subsidiaries, customers, suppliers, potential and actual business partners, or
others that do business with Company or Surviving Company that Company or
Surviving Company may receive, including but not limited to lists of customers,
business plans, financial or cost information, scientific and clinical
information, and business techniques, know-how, designs, methods, processes,
strategies, and the like relating to or concerning the research, financial
matters, marketing, investments, budgets, business plans, marketing plans,
development activities, personnel matters, contracts/agreements, prospective
contracts/agreements, business contacts, products, and the like of Company,
Surviving Company, or their affiliates, subsidiaries, customers, suppliers,
potential and actual business partners, or others that do business with them,
irrespective of whether any of the foregoing items constitute a trade secret
under any applicable law.  Where disclosure of Confidential
Information is required by law, Vice President must use his best efforts to
notify and consult with Company or Surviving Company, as applicable, prior to
such disclosure.

       

      (c)           Protection of Intellectual
Property.  Vice President agrees that any Confidential
Information, as well as any idea, invention, copyrightable or patentable work,
improvement, technique, design, method, development, product, service,
technology, writing, discovery, and the like, whether tangible or intangible,
directly or indirectly resulting or arising from, or created through, Company’s
(or Surviving Company’s, if applicable) business, in which a property interest
exists or may exist if asserted under federal, state or international law
(hereafter “Intellectual Property”), will be and is the sole and exclusive
property of, and Vice President hereby assigns all of his interest therein to,
Company or Surviving Company, as applicable, with all copyrightable Intellectual
Property to be deemed “works for hire” under the federal Copyright
Act.  Vice President further agrees to make full and prompt disclosure
to Company or Surviving Company, as applicable, of all Intellectual Property
described in the previous sentence.  To the extent that Vice President
retains any interest in such Intellectual Property, Vice President further
agrees to, at Company’s or Surviving Company’s, as applicable, request and
expense, but without additional compensation to Vice President, whether it be
during or after the termination of Vice President’s employment (for any or no
reason), assist Company or Surviving Company, as applicable, or its designee in
obtaining patents and copyrights therefore that are deemed suitable for United
States or foreign letters patent or copyrights and will execute all documents
and do all things necessary to obtain letters patent, copyrights, trademarks and
trade names, or to otherwise vest Company or Surviving Company, as applicable,
with full and exclusive title thereto, and protect the same against infringement
by others.

       

      
        
           

        

        
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      (d)           Return of Company’s
Property.  In the event of termination of Vice President’s
employment with Company or Surviving Company for any reason, Vice President
agrees to return to Company or Surviving Company, as applicable, all of its
property, including documents, data, and equipment (and any copies thereof) of
any nature and in whatever medium and not to keep any such property whether or
not it contains or pertains to any Confidential Information.  Vice
President further agrees to deliver to Company or Surviving Company, as
applicable, all passwords in use by Vice President at the time of Vice
President’s termination, a list of any documents that Vice President created or
of which Vice President is otherwise aware that are password protected, and the
password or passwords necessary to access such password-protected
documents.

       

      (e)           Acknowledgements.  Vice
President acknowledges and agrees that the restrictions set forth in this
Section 3 of this Agreement serve as a significant inducement for Company to
offer Vice President the benefits conferred in this Agreement, to which he would
not otherwise be entitled, and are critical and necessary to protect Company’s
and Surviving Company’s legitimate business interests (including the protection
of their Confidential Information); are reasonably drawn to this end with
respect to duration, scope, and otherwise; are not unduly burdensome; are not
injurious to the public interest; and are supported by adequate
consideration.  Vice President also acknowledges and agrees that, in
the event that he breaches any of the provisions in this Section 3, Company and
Surviving Company shall suffer immediate, irreparable injury and will,
therefore, be entitled to injunctive relief, in addition to any other damages to
which they may be entitled, as well as the costs and reasonable attorneys’ fees
incurred in enforcing their rights under this Section.  Vice President
further acknowledges that (i) any breach or claimed breach of the provisions set
forth in this Agreement will not be a defense to enforcement of the restrictions
set forth in this Section 3; (ii) the circumstances of Vice President’s
termination of employment with Company or Surviving Company, as applicable, will
have no impact on his obligations under this Section 3; and (iii) Vice President
is bound by the terms of Section 3 and Section 4 of this Agreement, whether or
not a Change in Control occurs or Vice President becomes entitled to the
Severance Payment.

       

      (f)           Modifications By
Court.  If any covenant set forth in this Section 3 is deemed
invalid or unenforceable for any reason, it is the Parties’ intention that such
covenants be equitably reformed or modified only to the extent necessary to
render them valid and enforceable in all respects.  In the event that
the time period and/or geographic scope referenced above is deemed unreasonable,
overbroad, or otherwise invalid, it is the Parties’ intention that the enforcing
court reduce or modify the time period and/or geographic scope only to the
extent necessary to render such covenants reasonable, valid, and enforceable in
all respects.

       

      (g)           Tolling During Periods Of
Breach.  It is agreed and intended that Vice President’s
obligations under this Section 3 be tolled during any period that Vice President
is in breach of any of the obligations under this Section 3, so that Company or
Surviving Company, as applicable, is provided with the full benefit of the
restrictive periods set forth herein.

       

      
        
           

        

        
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      Section
4.Nondisparagement

       

      Vice President agrees that neither he
nor any person acting on his behalf shall disparage or cause to be disparaged,
whether directly or indirectly, in any forum or through any medium of
communication, Company, Surviving Company, or any of their affiliates or
subsidiaries, or any of those entities’ respective directors, officers,
stockholders, employees, consultants, agents or representatives.

       

      Section
5.Notice

       

                 Any
notice, request, or other communication required or permitted to be delivered
under this Agreement must be in writing and will be considered received as of
the date delivered if delivered in person, on the next business day if sent by a
nationally recognized overnight courier service, and on the second business day
if mailed by registered mail, return receipt requested, postage
prepaid.  If to Vice President, the notice, request, or other
communication must be addressed and sent to Vice President at his most recent
residential address as then on file with Company.  If to Company, the
notice, request, or other communication must be addressed to Unigene
Laboratories, Inc., 81 Fulton Street, Boonton, NJ 07005, Attention: President
& CEO, or to such other address as Company furnishes to Vice President in
accordance with this Section.

       

      Section
6.Governing Law; Consent to
Arbitration

       

      (a)           Governing
Law.   This Agreement shall be governed by the laws of the
State of New Jersey, irrespective of the principles of conflicts of law
applicable therein.

       

      (b)           Consent to
Arbitration.  It is agreed that any and all claims that one Party
may have against the other arising out of or relating to this Agreement shall be
adjudicated and resolved exclusively through binding arbitration before the
American Arbitration Association pursuant to the American Arbitration
Association’s then-in-effect National Rules for the Resolution of Employment
Disputes (hereafter “Rules”).  Any such actions shall take place in
New Jersey.  If the American Arbitration Association withholds its
arbitration services for any reason, then the arbitration will instead be
conducted by a bona fide neutral arbitration service provider selected by
Company.  The initiation and conduct of any arbitration hereunder
shall be in accordance with the Rules and the administrative filing fees of the
arbitration, and the arbitrator’s fees shall be split equally between Company
and Vice President unless the Parties agree otherwise.  Company and
Vice President shall each be responsible for paying their own attorneys’ fees
and all other costs they incur related to any arbitration proceeding, except to
the extent that applicable law provides for the shifting or the recovery of such
fees and costs.  The arbitrator’s decision will be final and binding
in accordance with the Federal Arbitration Act.  The arbitrator will
not have the right to modify or change any of the terms of this
Agreement.  Notwithstanding anything to the contrary contained in this
Section 6(b), claims under Section 3 of this Agreement need not be submitted to
arbitration and may be filed in any court of competent
jurisdiction.

       

      
        
           

        

        
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      Section
7.  
Employment
Status

       

      Vice President acknowledges and agrees
that this Agreement does not alter Vice President’s status as an employee at
will.  Vice President’s employment with Company or Surviving Company
may be terminated at any time, with or without reason, by either Company or
Surviving Company, as applicable, or Vice President.

       

      Section
8.Enurement and
Assignment

       

                 The
rights and obligations contained in this Agreement shall be binding upon and
inure to the benefit of Company, its assigns, and its
successors.  Company, but not Vice President, shall have the right to
assign its rights under this Agreement without Vice President’s
consent.  In the event that Company assigns its rights and obligations
under this Agreement to Surviving Company, Company’s obligations under this
Agreement shall be extinguished and Surviving Company shall be solely liable for
any obligations to Vice President under this Agreement

       

      Section
9.Waiver

       

                 The
waiver by Company or Vice President of a breach of any provision of this
Agreement by the other Party shall not operate or be construed as a waiver of
any subsequent breach.

       

      Section
10.Severability

       

                 If
any provision of this Agreement is adjudged to be invalid for whatever reason,
such invalidity shall not affect any other clause of this Agreement, and such
clauses shall remain in full force and effect.

       

      Section
11.Entire
Agreement

       

                 This
Agreement contains the entire agreement of the Parties with respect to the
subject matter hereof and supersedes any and all prior or contemporaneous
agreements, oral or written, including, without limitation, the Original
Agreement.

       

      Section
12.Modification

       

      No provision of this Agreement may be
modified, waived, or discharged unless (1) in writing and (2) agreed
to by (A) Vice President and (B) a Company executive authorized by
Company.

       

      
        
           

        

        
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      Section
13.Headings

       

      Headings contained in this Agreement
are inserted for reference and convenience only and in no way define, limit,
extend or describe the scope of this Agreement or the meaning or construction of
any of the provisions hereof.

       

      Section
14.Counterparts and
Facsimiles

       

      This Agreement may be executed,
including by facsimile signature, in one or more counterparts, each of which
shall be deemed an original and all of which together will be deemed to be one
and the same instrument.

       

      Section
15.Survival of
Terms

       

      In the event that this Agreement is
terminated for any reason, Sections 3 and 4 shall survive the termination of
this Agreement, and the Parties shall continue to be bound by the terms
thereof.

       

      Section
16.Acknowledgements

       

      Vice President acknowledges that he has
carefully reviewed this Agreement, that he has had an opportunity to consult
with counsel of his choice, that he has entered into this Agreement freely and
voluntarily and without reliance on any promises not expressly contained herein,
that he has been afforded an adequate time to review carefully the terms hereof,
and that this Agreement will not be deemed void or avoidable by claims of
duress, deception, mistake of fact, or otherwise.  The principle of
construction whereby all ambiguities are to be construed against the drafter
will not be employed in the interpretation of this Agreement.  There
is absolutely no agreement or reservation that is not clearly expressed in this
Agreement.  This Agreement should not be construed for or against any
Party.

       

      [Signature
Page Follows]

       

      
        
           

        

        
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      THE
UNDERSIGNED, INTENDING TO BE LEGALLY BOUND BY THE FOREGOING TERMS, HEREBY APPLY
THEIR SIGNATURES VOLUNTARILY AND WITH FULL UNDERSTANDING OF THE TERMS OF THIS
AGREEMENT AND EXECUTE THIS AGREEMENT AS OF THE DATES SET FORTH
BELOW.

       

      
        	
                /s/ James P.
      Gilligan

              	
                4/05/2010

              	 
      	 
      	 
      
	
                Printed
      Name:  Dr. James P. Gilligan

              	
                Date

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                UNIGENE
      LABORATORIES, INC.

              	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                /s/ Warren
      Levy

              	
                3/30/10

              	 
      	 
      	 
      
	 
      	
                Date

              	 
      	 
      	 
      
	
                By:  Dr.
      Warren Levy

              	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                Title:  President-CEO

              	 
      	 
      	 
      	 
      


      

    

     

    
       

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