UNILIFE CORPORATION (NASDAQ:UNIS) Files An 8-K Entry into a Material Definitive Agreement

UNILIFE CORPORATION (NASDAQ:UNIS) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01.

Entry into a Material Definitive Agreement.

Amgen December 2016 Convertible Note

As previously disclosed, on February 22, 2016, Unilife
Corporation (the Company), Unilife Medical Solutions, Inc., a
subsidiary of the Company (Unilife Medical Solutions and,
together with the Company, the Company Parties), and Amgen Inc.
(the Counterparty) entered into a Securities Purchase Agreement
(the SPA), to which the Counterparty agreed to purchase from the
Company Parties a new series of 6% Senior Secured Convertible
Notes Due 2023 in the aggregate original principal amount of up
to $55,000,000 (each a Note and collectively the Notes).

The Company Parties issued to the Counterparty the first Note
(the February 2016 Convertible Note) in the aggregate original
principal amount of $30,000,000 on February 22, 2016 and the
Counterparty paid $30,000,000 in exchange therefor.The SPA
contemplated the purchase of an additional $15,000,000 Note in
January 2017 (the 2017 Convertible Note), and a $10,000,000 Note
in January 2018 (the 2018 Convertible Note). As previously
announced on October 24, 2016, to the SPA as amended by a letter
agreement dated October 24, 2016 between the Company Parties and
the Counterparty, the Company issued a portion of the 2017
Convertible Note (the October 2016 Convertible Note) in the
initial principal amount of $10,000,000 plus a $600,000 financing
fee, for an aggregate initial principal amount of $10,600,000. In
consideration for issuing the October 2016 Convertible Note, the
Counterparty paid to the Company $10,000,000 on October 24, 2016.

On December 20, 2016, the Company issued the remaining portion of
the 2017 Convertible Note in the aggregate principal amount of
$5,000,000 (the December 2016 Convertible Note) and the
Counterparty paid to the Company $5,000,000.The 2018 Convertible
Note will continue to be issuable in January 2018 by the Company
Parties to the Counterparty in accordance with the terms and
conditions of the SPA.

The terms of the December 2016 Convertible Note are substantially
the same as those of the February 2016 Convertible Note and the
October 2016 Convertible Note and are summarized below.

Interest under the December 2016 Convertible Note accrues at a
rate of 6% per year and will be paid quarterly in arrears through
the addition of the amount of such interest to the then
outstanding principal amount. All or part of the principal and
accrued interest will be repaid through (i) discounted pricing on
purchases by the Counterparty of the Companys products, (ii)
credits taken by the Counterparty against development and
customization fees for devices, and (iii) credits against
per-unit royalties otherwise payable to the Company for the
manufacture and sale of the Companys products. To the extent that
more than one Note is outstanding, repayment shall be applied to
the Notes in the order of their issuance. In addition, the
Company has the right to prepay in cash all or part of the
principal and accrued interest at any time upon 15 business days
prior notice, subject to the Counterpartys conversion right with
respect to the contemplated prepayment amount. The Company is
required to pay in cash any amounts of principal and accrued
interest outstanding at February 22, 2023 (the Maturity Date).

The December 2016 Convertible Note is convertible at the
Counterpartys election into shares of the Companys common stock,
par value $0.01 per share (Common Stock) at any time after the
Closing Date and prior to the Maturity Date, at a price per share
that is 90% of the volume weighted average price of such shares
during the 20 trading days preceding the applicable conversion
date (the Discounted Sale Price), subject to a floor price of
$12.50 per share (the Conversion Rate Floor Price). The
Conversion Rate Floor Price is subject to customary adjustments
for certain capital events.

The Counterparty may cause the redemption of the December 2016
Convertible Note upon any event of default by the Company. Events
of default under the December 2016 Convertible Note include,
among others, a failure by the Company to convert the December
2016 Convertible Note upon proper notice by the Counterparty or
pay principal and interest on the December 2016 Convertible Note
when due; an acceleration of any other indebtedness under the
Amended Credit Agreement (as defined below) or other indebtedness
of the Company in excess of $1,000,000; a bankruptcy of the
Company; a judgment against the Company in excess of $1,000,000;
a representation or warranty made in the SPA and certain related
transaction documents (collectively, the Transaction Documents)
is materially false or misleading when made; a material breach by
the Company of a covenant or other term or condition in the
Transaction Documents; the Transaction Documents cease to be
effective; the termination or amendment of the OrbiMed Amendments
(as defined in the SPA); and the incurrence of a lien on
collateral that is not a permitted lien. The Company is required
to redeem for cash the December 2016 Convertible Note upon a
change of control of the Company in an amount equal to 101% of
the aggregate principal and accrued interest outstanding as of
the change of control.

The December 2016 Convertible Note also provides the Counterparty
with certain rights to acquire additional shares of Common Stock
or other securities or assets of the Company, as applicable, in
the event: (i) the Company grants, issues or sells any options,
convertible securities or rights to purchase stock, warrants,
securities or other property pro rata to the holders of Common
Stock; or (ii) the Company makes certain other distributions to
Company stockholders such that, in the case of (i) or (ii), the
Counterparty receives, in addition to the shares of Common Stock
otherwise issuable upon conversion of the December 2016
Convertible Note, the shares of Common Stock or other securities
or assets, as applicable, that the Counterparty would have been
entitled to receive if the Counterparty had converted the
December 2016 Convertible Note into Common Stock immediately
prior to such event.

The December 2016 Convertible Note is secured by certain
inventory and intellectual property assets related to a specific
device being licensed to the Counterparty (the Collateral). The
Counterparty has agreed to preserve license rights granted to
other customers for any license rights granted prior to a
foreclosure.

Stockholder approval is not required for the issue of the
December 2016 Convertible Note to the Counterparty or for the
issue of shares of Common Stock on conversion of the December
2016 Convertible Note. The issue of the December 2016 Convertible
Note is not being made to a class of stockholders.

Amendment to OrbiMed Credit Agreement

In connection with the issuance of the December 2016 Convertible
Note, on December 20, 2016, the Company Parties and certain of
the Companys other subsidiaries (collectively, the Company
Obligors) entered into the Tenth Amendment (the Tenth Amendment
to the Credit Agreement) to that certain Credit Agreement, dated
March 12, 2014, as amended (the Amended Credit Agreement), with
ROS Acquisition Offshore LP (together with its affiliates,
successors, transferees and assignees, the Lender), an affiliate
of OrbiMed Advisors LLC.

to the Tenth Amendment to the Credit Agreement, the Lender
consented to the issuance of the December 2016 Convertible Note
and the Company Obligors agreed to obtain the Lenders written
consent prior to closing on a transaction to sell Company
securities to a third party other than the Counterparty or any
Company Party employee during the four-month period commencing
January 1, 2017 and ending April 30, 2017.

Reference is made to the disclosure set forth under the headings
Amgen December 2016 Convertible Note in Item 1.01 of this Current
Report on Form 8-K, which disclosure is incorporated herein by
reference.

Reference is made to the disclosure set forth under the headings
Amgen December 2016 Convertible Note in Item 1.01 of this Current
Report on Form 8-K, which disclosure is incorporated herein by
reference.

The December 2016 Convertible Note was offered and sold in
reliance upon an exemption from registration to Section 4(a)(2)
of the Securities Act of 1933, as amended (the Securities Act),
and Rule 506 of Regulation D promulgated under the Securities Act
(Regulation D). The Counterparty has represented that it is an
accredited investor, as that term is defined in Regulation D, and
has acquired the December 2016 Convertible Note for investment
purposes only and not with a view to or for sale in connection
with any distribution thereof. Further, the December 2016
Convertible Note was not issued through any general solicitation
or advertisement.

Forward-Looking Statements

This report contains forward-looking statements. All statements
that address operating performance, events or developments that
we expect or anticipate will occur in the future are
forward-looking statements. These forward-looking statements are
based on managements beliefs and assumptions and on information
currently available to our management. Our management believes
that these forward-looking statements are reasonable as and when
made. However, you should not place undue reliance on any such
forward-looking statements because such statements speak only as
of the date when made. We do not undertake any obligation to
publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise,
except as required by law. In addition, forward-looking
statements are subject to certain risks and uncertainties that
could cause actual results, events and developments to differ
materially from our historical experience and our present
expectations or projections. These risks and uncertainties
include, but are not limited to, those described in Item 1A. Risk
Factors and elsewhere in our Annual Report on Form 10-K, those
described in the Risk Factors set forth in our prospectus
supplement, dated as of and filed with the SEC on February 22,
2016, those described from time to time in other reports which we
file with the SEC, and other risks and uncertainties including,
without limitation: that the Counterparty may not purchase the
2018 Convertible Note.

About UNILIFE CORPORATION (NASDAQ:UNIS)