Form of Restricted Stock Agreement



 Exhibit 10.10 
 We are pleased to inform you that on                      (the
“Grant Date”), pursuant to the Unigene Laboratories, Inc. 2006 Stock-Based Incentive Compensation Plan (the “Plan”), the Compensation Committee of the Board of Directors (the “Committee”) of Unigene Laboratories, Inc.
(the “Company”) granted you              shares of the Company’s common stock, par value $0.01, (hereinafter either the “Restricted Stock” or “Award”),
subject to the restrictions set forth below. 
 This Award is subject to the applicable terms and conditions of the Plan, which are incorporated herein by
reference, and in the event of any contradiction, distinction or difference between this letter and the terms of the Plan, the terms of the Plan will control. Unless otherwise stated, all capitalized terms used herein have the meanings set forth in
the Plan. By accepting this Award you (i) acknowledge that you have received and read a copy of the Plan and understand its terms and (ii) acknowledge that with respect to this Award and the Restricted Stock, you are bound by the terms of
the Plan. 
 Subject to your continued employment with the Company the restrictions applicable to your Restricted Stock will lapse on
                    , the          anniversary of the Grant Date. Once vested, the Restricted Stock will be
transferable, without consideration, to immediate family members (i.e., children, grandchildren or spouse), to trusts for the benefit of such immediate family members and to partnerships in which such family members are the only partner. 

Should your employment with the Company terminate for any reason (including by reason of death or disability) before any portion of your Award vests, then that
portion of your Award shall be forfeited with no further compensation due to you. Finally, if you are terminated by the Company for Cause, your entire Award, regardless of whether any or all of the shares of Restricted Stock that relate to such
Award are vested, shall be forfeited with no further compensation due to you. 
 In the event that during your service with the Company, a Change in Control,
as defined in the Plan, occurs, your Award will vest in full. 
 When each portion of your Award vests, you must make appropriate arrangements with the
Company to provide for the withholding of the taxes that will be due with respect to this Award as it vests. As promptly thereafter as possible, the Company will issue to you, or if such certificates were previously issued, the Company will deliver
to you, certificates for your vested shares of Restricted Stock, designating you as the registered owner. Upon such receipt, you agree to deliver the certificate(s) together with a signed and undated stock power to the Company or the Company’s
designee authorizing the Committee to transfer title to the certificate(s) representing any shares of Restricted Stock that are forfeited under the terms of the Plan and this Award to the Company in the event that your employment with the Company
should terminate for Cause. 







 The construction and interpretation of any provision of this Award or the Plan shall be final and conclusive when made by
the Committee. 
 Nothing in this letter shall confer on you the right to continue in the service of the Company or interfere in any way with the right of
the Company to terminate your service at any time. 
 You should sign and return a copy of this agreement to the Vice President of Finance indicating your
agreement to the terms of this letter and the Award granted hereby. This acknowledgement must be returned within fifteen (15) days; otherwise, the Award will lapse and become null and void. Your signature will also acknowledge that this letter
reflects our final agreement regarding the Award granted hereunder and supersedes any prior written or oral agreement, understanding or communication otherwise regarding your Award, and that you have received and reviewed the Plan and that you agree
to abide by the applicable terms of these documents as provided herein. 
  

	
	Very truly yours,
	
	  


  

					
	The undersigned hereby agrees to the foregoing:
			
	  
	 		 	  

	Name	 		 	Date


  

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