Exhibit 10.1





Exhibit 10.1

CONFIDENTIAL TREATMENT

REQUESTED PURSUANT TO RULE 24b-2




Certain portions of this exhibit have been omitted pursuant to a request for
confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934,
as amended. The omitted materials have been filed separately with the
Securities and Exchange Commission.



February 23, 2010




Sanofi Winthrope Industrie

20, avenue Raymond Aron

92165 Antony

FRANCE




Attention: The Chief Executive Officer




By post and facsimile: +33 1 4702 5014




Dear Sir




Confirmation of the agreed ‘SWIND Therapeutic Areas’ pursuant to Article 2.2 of the Exclusive Agreement (as amended)



The parties agree that, pursuant to Article 2.2 of the Exclusive Agreement and our subsequent
agreement to extend the date for agreeing the ‘SWIND Therapeutic Areas’ until 28 February 2010, the
agreed ‘SWIND Therapeutic Areas’ are listed immediately below, following the classification of the
Anatomical Therapeutic Chemical classification system of the WHO Collaborating Centre for Drug
Statistics Methodology (ATC):




	•	 	Antithrombotic agents — B01
	 
	•	 	[***]
	 
	•	 	Vaccines — J07
	 
	•	 	[***]
	 
	•	 	[***]
	 
	•	 	[***]





The therapeutic classes at the classification level of the ATC listed above are the agreed ‘SWIND
Therapeutic Areas’ for the purposes of Article 2.2 of the Exclusive Agreement, as amended from time
to time in accordance with the Exclusive Agreement.



In addition to the agreed SWIND Therapeutic Areas listed above the parties acknowledge that,
pursuant to Article 2.2 of the Exclusive Agreement and by way of an example of its operation, SWIND
may approach Unilife during the term of the Exclusive Agreement to discuss, in good faith, adding
to the SWIND Therapeutic Areas additional therapeutic classes to be described using and at the
third level of classification of the ATC (Additional STA).



	 	 	 
	 

	 	Unilife Corporation
	633 Lowther Road, Lewisberry, PA 17339     T + 1 717 938 9323     F + 717 938 9364     E info@unilife.com

	 	W www.unilife.com





 


 









 




Exhibit 10.1

CONFIDENTIAL TREATMENT

REQUESTED PURSUANT TO RULE 24b-2




Certain portions of this exhibit have been omitted pursuant to a request for
confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934,
as amended. The omitted materials have been filed separately with the
Securities and Exchange Commission.



The parties acknowledge that, in the exercise of the good faith discussions of Additional STA,
SWIND will provide to the reasonable satisfaction of Unilife:




	 	(a)	 	evidence:






	 	(i)	 	that the drugs in respect of/for which the Additional STA are
being requested are well advanced in SWIND’s pipeline; and
	 
	 	(ii)	 	of the feasibility of the use of those drugs with the
‘Products’ (as that term is defined in the Exclusive Agreement); and






	 	(b)	 	an estimate of the likely date of and number of units to be ordered in such
commercial orders.





Provided Unilife has no commercial arrangement with a third party in respect of the Additional STA
in question, Unilife will not unreasonably refuse to add such Additional STA to the SWIND
Therapeutic Areas and, once agreed and added, such will be treated under the Exclusive Agreement as
if they were originally agreed and listed in this letter as ‘SWIND Therapeutic Areas’.



Please acknowledge and confirm your agreement of the SWIND Therapeutic Areas listed above by
signing the attached copy of this letter (where indicated) and returning it to us.



Yours sincerely,



/s/ Alan Shortall

Alan Shortall

Director and CEO

Unilife Medical Solutions Limited

Encl




	 	 	 
	cc

	 	Mr Paul Jansen

Global Head Medical Devices

Sanofi-Aventis Deutschland GmbH






Acknowledged and Agreed by the Chief Executive Officer of Sanofi Winthrope Industrie



Signature: /s/ Gérard Touratier




			
	Name:	 	Gérard TOURATIER
Vice President and Chief Financial Officer






			
	Date:	 	February 25th, 2010





	 	 	 
	 

	 	Unilife Corporation
	633 Lowther Road, Lewisberry, PA 17339     T + 1 717 938 9323     F + 717 938 9364     E info@unilife.com

	 	W www.unilife.com