SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

UNIGENE LABORATORIES, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

904753100

(CUSIP Number)

Scott R. Zemnick, Esq.

Victory Park Capital Advisors, LLC

227 W. Monroe Street, Suite 3900

Chicago, Illinois 60606

(312) 705-2786

Copy to:

Mark R. Grossmann, Esq.

Mark D. Wood, Esq.

Katten Muchin Rosenman LLP

525 West Monroe Street

Suite 1900

Chicago, Illinois 60661

(312) 902-5200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 16, 2012

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  x

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO. 904753100 13D Page 2 of 22 Pages

1	NAMES OF REPORTING PERSON Victory Park Credit Opportunities, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨        (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS     OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)    ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION     Delaware
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER     0
		8	SHARED VOTING POWER     27,079,385 (1)
		9	SOLE DISPOSITIVE POWER     0
		10	SHARED DISPOSITIVE POWER     27,079,385 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     27,079,385 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     23.0% (2)
14	TYPE OF REPORTING PERSON     PN

(1) Consists of (i) 4,844,497 shares of Common Stock held by Victory Park Credit Opportunities, L.P. and (ii) 22,234,888 shares of Common Stock issuable to Victory Park Credit Opportunities, L.P. upon conversion of the Delaware Fund Note (as defined herein), in each case estimated based on the respective ownership percentages of the shares of Victory Park Credit Opportunities Master Fund, Ltd. owned by its shareholders Victory Park Credit Opportunities, L.P. and Victory Park Credit Opportunities Intermediate Fund, L.P., as of July 16, 2012; such estimate is subject to adjustment based on the final calculation of such ownership percentages as of July 16, 2012 at such time as the net asset values of Victory Park Credit Opportunities Master Fund, Ltd., Victory Park Credit Opportunities, L.P. and Victory Park Credit Opportunities Intermediate Fund, L.P. are determined.

(2) Based on 95,374,927 outstanding shares of the Common Stock of the Issuer on April 26, 2012, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, as filed with the Securities and Exchange Commission on May 10, 2012.

CUSIP NO. 904753100 13D Page 3 of 22 Pages

1	NAMES OF REPORTING PERSON Victory Park Credit Opportunities Intermediate Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨        (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS     OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)    ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION     Cayman Islands
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER     0
		8	SHARED VOTING POWER     24,052,384 (3)
		9	SOLE DISPOSITIVE POWER     0
		10	SHARED DISPOSITIVE POWER     24,052,384 (3)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     24,052,384 (3)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     20.9% (4)
14	TYPE OF REPORTING PERSON     PN

(3) Consists of (i) 4,302,967 shares of Common Stock held by Victory Park Credit Opportunities Intermediate Fund, L.P. and (ii) 19,749,417 shares of Common Stock issuable to Victory Park Credit Opportunities Intermediate Fund, L.P. upon conversion of the Cayman Fund Note (as defined herein), in each case estimated as described in footnote 1.

(4) See footnote 2.

CUSIP NO. 904753100 13D Page 4 of 22 Pages

1	NAMES OF REPORTING PERSON VPC Fund II, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨        (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS     OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)    ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION     Delaware
NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER     0
		8	SHARED VOTING POWER     12,157,350 (5)
		9	SOLE DISPOSITIVE POWER     0
		10	SHARED DISPOSITIVE POWER     12,157,350 (5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     12,157,350 (5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     11.3% (6)
14	TYPE OF REPORTING PERSON     PN

(5) Consists of 12,157,350 shares of Common Stock issuable to VPC Fund II, L.P. upon conversion of the Second Replacement VPC Note (as defined herein).

(6) See footnote 2.

CUSIP NO. 904753100 13D Page 5 of 22 Pages

1	NAMES OF REPORTING PERSON VPC Intermediate Fund II (Cayman), L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨        (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS     OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)    ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION     Cayman Islands
NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER     0
		8	SHARED VOTING POWER     11,687,584 (7)
		9	SOLE DISPOSITIVE POWER     0
		10	SHARED DISPOSITIVE POWER     11,687,584 (7)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     11,687,584 (7)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     10.9% (8)
14	TYPE OF REPORTING PERSON     PN

(7) Consists of 11,687,584 shares of Common Stock issuable to VPC Intermediate Fund II (Cayman), L.P. upon conversion of the Initial VPC Offshore Note (as defined herein).

(8) See footnote 2.

CUSIP NO. 904753100 13D Page 6 of 22 Pages

1	NAMES OF REPORTING PERSON Victory Park Credit Opportunities Master Fund, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨        (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS     OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)    ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION     Cayman Islands
NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER     0
		8	SHARED VOTING POWER     0
		9	SOLE DISPOSITIVE POWER     0
		10	SHARED DISPOSITIVE POWER     0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     0.0%
14	TYPE OF REPORTING PERSON     CO

CUSIP NO. 904753100 13D Page 7 of 22 Pages

1	NAMES OF REPORTING PERSON Victory Park GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨        (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS     OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)    ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION     Delaware
NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER     0
		8	SHARED VOTING POWER     51,131,769 (9)
		9	SOLE DISPOSITIVE POWER     0
		10	SHARED DISPOSITIVE POWER     51,131,769 (9)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     51,131,769 (9)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     37.2% (10)
14	TYPE OF REPORTING PERSON     OO

(9) Consists of (i) 4,844,497 shares of Common Stock held by Victory Park Credit Opportunities, L.P., (ii) 22,234,888 shares of Common Stock issuable to Victory Park Credit Opportunities, L.P. upon conversion of the Delaware Fund Note, (iii) 4,302,967 shares of Common Stock held by Victory Park Credit Opportunities Intermediate Fund, L.P. and (iv) 19,749,417 shares of Common Stock issuable to Victory Park Credit Opportunities Intermediate Fund, L.P. upon conversion of the Cayman Fund Note, in each case estimated as described in footnote 1.

(10) See footnote 2.

CUSIP NO. 904753100 13D Page 8 of 22 Pages

1	NAMES OF REPORTING PERSON Victory Park GP II, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨        (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS     OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)    ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION     Delaware
NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER     0
		8	SHARED VOTING POWER     23,844,934 (11)
		9	SOLE DISPOSITIVE POWER     0
		10	SHARED DISPOSITIVE POWER     23,844,934 (11)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     23,844,934 (11)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     20.0% (12)
14	TYPE OF REPORTING PERSON     OO

(11) Consists of 12,157,350 shares of Common Stock issuable to VPC Fund II, L.P. upon conversion of the Second Replacement VPC Note and 11,687,584 shares of Common Stock issuable to VPC Intermediate Fund II (Cayman), L.P. upon conversion of the Initial VPC Offshore Note.

(12) See footnote 2.

CUSIP NO. 904753100 13D Page 9 of 22 Pages

1	NAMES OF REPORTING PERSON Victory Park Capital Advisors, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨        (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS     OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)    ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION     Delaware
NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER     0
		8	SHARED VOTING POWER     74,976,704 (13)
		9	SOLE DISPOSITIVE POWER     0
		10	SHARED DISPOSITIVE POWER     74,976,704 (13)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     74,976,704 (13)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     46.5% (14)
14	TYPE OF REPORTING PERSON     OO

(13) See footnotes 1, 3, 5 and 7. As the investment manager of each of Victory Park Credit Opportunities, L.P., Victory Park Credit Opportunities Intermediate Fund, L.P., VPC Fund II, L.P. and VPC Intermediate Fund II (Cayman), L.P., Victory Park Capital Advisors, LLC may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) all of the Subject Shares (as defined herein), excluding the Option Shares (as defined herein).

(14) See footnote 2.

CUSIP NO. 904753100 13D Page 10 of 22 Pages

1	NAMES OF REPORTING PERSON Jacob Capital, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨        (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS     OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)    ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION     Illinois
NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER     0
		8	SHARED VOTING POWER     74,976,704 (15)
		9	SOLE DISPOSITIVE POWER     0
		10	SHARED DISPOSITIVE POWER     74,976,704 (15)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     74,976,704 (15)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     46.5% (16)
14	TYPE OF REPORTING PERSON     OO

(15) See footnotes 1, 3, 5 and 7. As the manager of each of Victory Park GP, LLC, Victory Park GP II, LLC and Victory Park Capital Advisors, LLC, Jacob Capital, L.L.C. may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) all of the Subject Shares (as defined herein), excluding the Option Shares.

(16) See footnote 2.

CUSIP NO. 904753100 13D Page 11 of 22 Pages

1	NAMES OF REPORTING PERSON Richard Levy
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨        (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS     OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)    ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION     USA
NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER     150,000 (17)
		8	SHARED VOTING POWER     74,976,704 (18)
		9	SOLE DISPOSITIVE POWER     150,000 (17)
		10	SHARED DISPOSITIVE POWER     74,976,704 (18)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     75,126,704 (18)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     46.6% (19)
14	TYPE OF REPORTING PERSON     IN

(17) Consists of the Option Shares.

(18) See footnotes 1, 3, 5 and 7. By virtue of Richard Levy’s position as sole member of Jacob Capital, L.L.C., Richard Levy may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) all of the Subject Shares, excluding the Option Shares.

(19) See footnote 2.

CUSIP NO. 904753100 13D Page 12 of 22 Pages

This Amendment No. 5 (this “Amendment No. 5”) amends the Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) on March 17, 2010 (the “Original Filing”), as amended by Amendment No. 1 filed on August 27, 2010 (“Amendment No. 1”), Amendment No. 2 filed on January 26, 2011 (“Amendment No. 2”), Amendment No. 3 filed on July 11, 2011 (“Amendment No. 3”), and Amendment No. 4 filed on June 8, 2012 (“Amendment No. 4” and, together with the Original Filing, Amendment No. 1, Amendment No. 2 and Amendment No. 3, the “Schedule 13D”), on behalf of (i) Victory Park Credit Opportunities Master Fund, Ltd., a Cayman Islands exempted company (the “Credit Opportunities Fund”); (ii) VPC Fund II, L.P., a Delaware limited partnership (the “VPC Onshore Fund”); (iii) VPC Intermediate Fund II (Cayman), L.P., a Cayman Islands exempted limited partnership (the “VPC Offshore Fund”); (iv) Victory Park GP II, LLC, a Delaware limited liability company; (v) Victory Park Capital Advisors, LLC, a Delaware limited liability company; (vi) Jacob Capital, L.L.C., an Illinois limited liability company; and (vii) Richard Levy. Each item below amends and supplements the information disclosed under the corresponding item of the Schedule 13D. Except as indicated herein, the information set forth in the Schedule 13D remains unchanged. Unless otherwise indicated, all capitalized terms used herein but not defined shall have the same meanings as set forth in the Schedule 13D.

As disclosed in the Original Filing, the original Convertible Note, in the principal amount of $33,000,000.00, was issued by the Issuer to the Credit Opportunities Fund on March 17, 2010. As disclosed in Amendment No. 1, as of July 28, 2010, the Credit Opportunities Fund and the VPC Onshore Fund entered into an Assignment and Assumption Agreement (the “July 2010 Convertible Note Transfer Agreement”) pursuant to which, on the date thereof, the Credit Opportunities Fund transferred and assigned to the VPC Onshore Fund a portion of the original Convertible Note equal to $7,103,393.84 in principal amount, plus $396,606.16 in payment-in-kind interest accrued thereon through the date of the July 2010 Convertible Note Transfer Agreement, for total consideration of $7,500,000.00 in cash (collectively, the “July 2010 Convertible Note Transfer”). In connection with the July 2010 Convertible Note Transfer, the Issuer issued to Credit Opportunities Fund a Senior Secured Convertible Note, in the original principal amount of $25,896,606.16 (in the form of the Original Note) (the “Initial Credit Opportunities Note”), in replacement of the original Convertible Note, and the Issuer issued to VPC Onshore Fund a Senior Secured Convertible Note, in the original principal amount of $7,103,393.84 (in the form of the original Convertible Note) in replacement of the original Convertible Note (the “Initial VPC Note”).

As disclosed in Amendment No. 2, as of December 22, 2010, the Credit Opportunities Fund and the VPC Onshore Fund entered into an Assignment and Assumption Agreement (the “December 2010 Convertible Note Transfer Agreement”) pursuant to which, on the date thereof, the Credit Opportunities Fund transferred and assigned to the VPC Onshore Fund an additional portion of the original Convertible Note equal to $4,850,000.00 in principal amount (with such principal amount being transferred at 112.03% of such principal amount), plus $565,833.33 in payment-in-kind interest accrued thereon through the date of the December 2010 Convertible Note Transfer Agreement, for total consideration of $5,999,311.43 in cash (collectively, the “December 2010 Convertible Note Transfer”). In connection with the December 2010 Convertible Note Transfer, the Issuer issued to Credit Opportunities Fund a Senior Secured Convertible Note, in the original principal amount of $21,046,606.16 (in the form of the original Convertible Note) in replacement

CUSIP NO. 904753100 13D Page 13 of 22 Pages

of the Initial Credit Opportunities Note (the “Replacement Credit Opportunities Note”), and the Issuer issued to VPC Onshore Fund a Senior Secured Convertible Note, in the original principal amount of $11,953,393.84 (in the form of the original Convertible Note) in replacement of the Initial VPC Note (the “Replacement VPC Note”).

As disclosed in Amendment No. 3, (i) on March 17, 2011, pursuant to the terms of the original Convertible Note, an aggregate of $3,200,838.02 in accrued interest payable through such date was capitalized and added to the outstanding principal balance of the Replacement Credit Opportunities Note, and an aggregate of $1,817,911.98 in accrued interest payable through such date was capitalized and added to the outstanding principal balance of the Replacement VPC Note; (ii) a stock option to purchase 75,000 shares of Common Stock (the “2010 Option”), granted to Mr. Levy by the Issuer on August 11, 2010, became exercisable on April 30, 2011; and (iii) as of June 30, 2011, VPC Onshore Fund and VPC Offshore Fund entered into an Assignment and Assumption Agreement (the “June 2011 Convertible Note Transfer Agreement”) pursuant to which, on the date thereof, the VPC Onshore Fund transferred and assigned to the VPC Offshore Fund a portion of the Replacement VPC Note equal to $6,750,000.00 in principal amount (with such principal amount, which included capitalized interest through March 16, 2011, being transferred at 167.11% of such principal amount), plus $298,125.00 in payment-in-kind interest accrued thereon from March 17, 2011 through the date of the June 2011 Convertible Note Transfer Agreement, for total consideration of $11,578,055.62 in cash (collectively, the “June 2011 Convertible Note Transfer”). In connection with the June 2011 Convertible Note Transfer, the Issuer issued to Credit Opportunities Fund a Senior Secured Convertible Note, in the original principal amount of $24,247,444.18 (in the form of the original Convertible Note) in replacement of the Replacement Credit Opportunities Note (the “Second Replacement Credit Opportunities Note”), the Issuer issued to VPC Onshore Fund a Senior Secured Convertible Note, in the original principal amount of $7,021,305.82 (in the form of the original Convertible Note) in replacement of the Replacement VPC Note (the “Second Replacement VPC Note”) and the Issuer issued to VPC Offshore Fund a Senior Secured Convertible Note, in the original principal amount of $6,750,000.00 (in the form of the original Convertible Note) in replacement of the original Convertible Note (the “Initial VPC Offshore Note”).

As disclosed in Amendment No. 4, (i) on March 17, 2012, pursuant to the terms of the original Convertible Note, an aggregate of $3,697,735 in accrued interest payable through such date was capitalized and added to the outstanding principal balance of the Second Replacement Credit Opportunities Note, an aggregate of $1,070,749 in accrued interest payable through such date was capitalized and added to the outstanding principal balance of the Second Replacement VPC Note, and an aggregate of $1,029,375 in accrued interest payable through such date was capitalized and added to the outstanding principal balance of the Initial VPC Offshore Note; (ii) a stock option to purchase 75,000 shares of Common Stock (the “2011 Option” and, together with the 2010 Option, the “Exercisable Options”), granted to Mr. Levy by the Issuer on May 1, 2011, became exercisable on May 1, 2012; and (iii) on May 1, 2012, the Issuer granted to Richard Levy an option to purchase 75,000 shares of Common Stock (the “2012 Option”), at an exercise price of $0.43 per share. The 2012 Option becomes exercisable on May 1, 2013 and expires on April 30, 2022.

CUSIP NO. 904753100 13D Page 14 of 22 Pages

Subsequent to the filing of Amendment No. 4, effective as of July 16, 2012, pursuant to Redemption Agreements (the “Redemption Agreements”) entered into by the Credit Opportunities Fund with Victory Park Credit Opportunities, L.P. (the “Delaware Fund”) and Victory Park Credit Opportunities Intermediate Fund, L.P. (the “Cayman Fund”), all of the investments of the Credit Opportunities Fund, including the Second Replacement Credit Opportunities Note and all 9,147,464 shares of Common Stock of the Issuer held by the Credit Opportunities Fund, were distributed to its shareholders the Delaware Fund and the Cayman Fund on a pro rata basis based on the respective ownership percentages of the shares of Credit Opportunities Fund owned by such shareholders as of July 16, 2012, in exchange for all of the shares of the Credit Opportunities Fund owned by the Delaware Fund and the Cayman Fund, respectively (the “Securities Distribution”). The estimated portions of the shares of Common Stock of the Issuer and the Second Replacement Credit Opportunities Note distributed pursuant to the Redemption Agreements are as follows (the “Estimated Allocation”): (i) to the Delaware Fund, 4,844,497 shares of Common Stock of the Issuer and $14,799,767.00 in principal amount (plus $752,321.48 in payment-in-kind interest accrued thereon through July 16, 2012) of the Second Replacement Credit Opportunities Note (the “Delaware Fund Note”), and (ii) to the Cayman Fund, the remaining 4,302,967 shares of Common Stock of the Issuer and the remaining $13,145,412.39 in principal amount (plus $668,225.13 in payment-in-kind interest accrued thereon through July 16, 2012) of the Second Replacement Credit Opportunities Note (the “Cayman Fund Note”). The Estimated Allocation is subject to adjustment based on the final calculation of the ownership percentages of the shares of the Credit Opportunities Fund owned by its shareholders as of July 16, 2012 at such time as the net asset values of the Credit Opportunities Fund, the Delaware Fund and the Cayman Fund are determined. Immediately following the Securities Distribution, as of July 16, 2012, the Credit Opportunities Fund did not beneficially own any securities of the Issuer.

The Delaware Fund Note, the Cayman Fund Note, the Second Replacement VPC Note and the Initial VPC Offshore Note are collectively referred to in this Schedule 13D as the “Convertible Notes.”

Item 2. Identity and Background

Item 2 is hereby amended and restated as follows:

(a), (f) This Schedule 13D is filed by: (i) Victory Park Credit Opportunities, L.P., a Delaware limited partnership (the “Delaware Fund”); (ii) Victory Park Credit Opportunities Intermediate Fund, L.P., a Cayman Islands exempted limited partnership (the “Cayman Fund”); (iii) VPC Fund II, L.P., a Delaware limited partnership (the “VPC Onshore Fund”); (iv) VPC Intermediate Fund II (Cayman), L.P., a Cayman Islands exempted limited partnership (the “VPC Offshore Fund”); (v) Victory Park Credit Opportunities Master Fund, Ltd., a Cayman Islands exempted company (the “Credit Opportunities Fund”); (vi) Victory Park GP, LLC, a Delaware limited liability company (“GP I”); (vii) Victory Park GP II, LLC, a Delaware limited liability company (“GP II”); (viii) Victory Park Capital Advisors, LLC, a Delaware limited liability company (“Capital Advisors”); (ix) Jacob Capital, L.L.C., an Illinois limited liability company (“Jacob Capital”); and (x) Richard Levy, a citizen of the United States of America (collectively, the “Reporting Persons”). The Delaware Fund, the Cayman Fund, the VPC Onshore Fund, the VPC Offshore Fund and the Credit Opportunities Fund are collectively referred to herein as the “Funds.”

CUSIP NO. 904753100 13D Page 15 of 22 Pages

The Reporting Persons have entered into a joint filing agreement, dated July 18, 2012, a copy of which is attached as Exhibit 1 to this Amendment No. 5.

(b) The business address of each of the Reporting Persons, other than the Cayman Fund, the VPC Offshore Fund and the Credit Opportunities Fund, is 227 West Monroe Street, Suite 3900, Chicago, Illinois 60606. The business address for the Cayman Fund, the VPC Offshore Fund and the Credit Opportunities Fund is c/o Walkers SPV Limited, Walker House, 87 Mary Street, George Town, Grand Cayman, KY1 9005 Cayman Islands.

(c) The principal business of each of the Funds is the investment in securities. The principal business of GP I is serving as the general partner of each of the Delaware Fund and the Cayman Fund. The principal business of GP II is serving as the general partner of each of the VPC Onshore Fund and the VPC Offshore Fund. The principal business of Capital Advisors is serving as investment manager for each of the Funds. The principal business of Jacob Capital is serving as the manager of each of Capital Advisors, GP I and GP II. The principal occupation of Richard Levy is serving as the sole member of Jacob Capital.

(d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Set forth on Appendix A is the name, and present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the directors of the Credit Opportunities Fund. The Credit Opportunities Fund does not have any executive officers.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 is hereby amended to replace the first sentence thereof with the following:

As of the date hereof, (a) based on the Estimated Allocation, the Delaware Fund is the direct beneficial owner of 4,844,497 shares of Common Stock and 22,234,888 shares of Common Stock issuable to the Delaware Fund upon conversion of the Delaware Fund Note (as defined below), (b) based on the Estimated Allocation, the Cayman Fund is the direct beneficial owner of 4,302,967 shares of Common Stock and 19,749,417 shares of Common Stock issuable to Cayman Fund upon conversion of the Cayman Fund Note (as defined below), (c) the VPC Onshore Fund is the direct beneficial owner of 12,157,350 shares of Common Stock issuable to the VPC Onshore Fund upon conversion of the Second Replacement VPC Note, (d) the VPC

CUSIP NO. 904753100 13D Page 16 of 22 Pages

Offshore Fund is the direct beneficial owner of 11,687,584 shares of Common Stock issuable to the VPC Offshore Fund upon conversion of the Initial VPC Offshore Note, and (e) Mr. Levy is the direct beneficial owner of an aggregate of 150,000 shares of Common Stock (the “Option Shares”) issuable to Mr. Levy upon exercise of the Exercisable Options. The Shares set forth in the foregoing sentence, as set forth on the cover pages hereto, are referred to collectively in this Schedule 13D as the “Subject Shares.”

Item 3 is hereby amended to add the following paragraph:

Effective as of July 16, 2012, pursuant to the Redemption Agreements, all of the investments of the Credit Opportunities Fund, including the Second Replacement Credit Opportunities Note and all 9,147,464 shares of Common Stock of the Issuer held by the Credit Opportunities Fund, were distributed to its shareholders the Delaware Fund and the Cayman Fund on a pro rata basis based on the respective ownership percentages of the shares of the Credit Opportunities Fund owned by such shareholders as of July 16, 2012, in exchange for all of the shares of the Credit Opportunities Fund owned by the Delaware Fund and the Cayman Fund, respectively (the “Securities Distribution”). The estimated portions of the shares of Common Stock of the Issuer and the Second Replacement Credit Opportunities Note distributed pursuant to the Redemption Agreements are as follows (the “Estimated Allocation”): (i) to the Delaware Fund, 4,844,497 shares of Common Stock of the Issuer and $14,799,767.00 in principal amount (plus $752,321.48 in payment-in-kind interest accrued thereon through July 16, 2012) of the Second Replacement Credit Opportunities Note (the “Delaware Fund Note”), and (ii) to the Cayman Fund, the remaining 4,302,967 shares of Common Stock of the Issuer and the remaining $13,145,412.39 in principal amount (plus $668,225.13 in payment-in-kind interest accrued thereon through July 16, 2012) of the Second Replacement Credit Opportunities Note (the “Cayman Fund Note”). The Estimated Allocation is subject to adjustment based on the final calculation of the ownership percentages of the shares of the Credit Opportunities Fund owned by its shareholders as of July 16, 2012 at such time as the net asset values of the Credit Opportunities Fund, the Delaware Fund and the Cayman Fund are determined. Immediately following the Securities Distribution, as of July 16, 2012, the Credit Opportunities Fund did not beneficially own any securities of the Issuer. The description and summary of the Redemption Agreements set forth above in this Item 3 do not purport to be complete and are qualified in their entirety by reference to the full text of such documents, which are attached as Exhibits 2 and 3 to this Amendment No. 5 and are incorporated herein by reference.

Item 5. Interest in Securities of the Issuer

Item 5 is hereby amended and restated as follows:

(a), (b) According to the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, as filed with the Securities and Exchange Commission on May 10, 2012, 95,374,927 shares of the Common Stock of the Issuer were outstanding as of April 26, 2012. Based on the foregoing, the Subject Shares, in the aggregate, represented approximately 46.6% of the Common Stock of the Issuer outstanding as of such date, calculated by dividing (i) all of the Subject Shares by (ii) the sum of (A) 95,374,927 shares of the Common Stock of the Issuer outstanding as of April 26, 2012, as set forth in the Issuer’s Quarterly Report on Form 10-Q for

CUSIP NO. 904753100 13D Page 17 of 22 Pages

the quarter ended March 31, 2012, (B) an aggregate of 65,829,240 shares of the Common Stock of the Issuer issuable upon conversion of the outstanding Convertible Notes and (C) 150,000 Option Shares of Common Stock issuable upon exercise of the Exercisable Options. For each Reporting Person, the percentage of the outstanding Common Stock of the Issuer represented by the shares of Common Stock of the Issuer beneficially owned by such Reporting Person (based on the Estimated Allocation) is calculated by dividing (x) the number of Subject Shares directly or indirectly beneficially owned by such Reporting Person by (y) the sum of (I) the number of shares of Common Stock of the Issuer outstanding as set forth in the immediately preceding sentence and (II) the number of shares of Common Stock of the Issuer issuable upon conversion of the outstanding Convertible Notes and/or exercise of the Exercisable Options directly or indirectly beneficially owned by such Reporting Person.

Because the Convertible Notes provide for interest to be paid in kind at a rate per annum equal to the greater of (i) the Prime Rate (as defined therein) plus 5% and (ii) 15%, which interest, in the absence of an Event of Default (as defined therein), may be capitalized and added to the outstanding principal balance of the Convertible Notes on each anniversary of the date of the original date of issuance (other than the maturity date), the number of shares of Common Stock into which the Convertible Notes are convertible may increase and, accordingly, the shares of Common Stock beneficially owned by each of the Reporting Persons in respect of the Convertible Notes may increase over time.

As of the date hereof, (a) based on the Estimated Allocation, the Delaware Fund is the direct beneficial owner of 4,844,497 shares of Common Stock and 22,234,888 shares of Common Stock issuable to the Delaware Fund upon conversion of the Delaware Fund Note, (b) based on the Estimated Allocation, the Cayman Fund is the direct beneficial owner of 4,302,967 shares of Common Stock and 19,749,417 shares of Common Stock issuable to the Cayman Fund upon conversion of the Cayman Fund Note, (c) the VPC Onshore Fund is the direct beneficial owner of 12,157,350 shares of Common Stock issuable to the VPC Onshore Fund upon conversion of the Second Replacement VPC Note, (d) the VPC Offshore Fund is the direct beneficial owner of 11,687,584 shares of Common Stock issuable to the VPC Offshore Fund upon conversion of the Initial VPC Offshore Note, and (e) Mr. Levy is the direct beneficial owner of 150,000 shares of Common Stock issuable to Mr. Levy upon exercise of the Exercisable Options. GP I, as the general partner of each of the Delaware Fund and the Cayman Fund, may each be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the 27,079,385 Subject Shares beneficially owned directly by the Delaware Fund and the 24,052,384 Subject Shares beneficially owned directly by the Cayman Fund, based in each case upon the Estimated Allocation. GP II, as the general partner of each of the VPC Onshore Fund and the VPC Offshore Fund, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the 12,157,350 Subject Shares beneficially owned directly by the VPC Onshore Fund and the 11,687,584 Subject Shares beneficially owned directly by the VPC Offshore Fund. As the investment manager of each of the Funds, Capital Advisors may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) all of the Subject Shares (excluding the Option Shares). As the manager of each of Capital Advisors, GP I and GP II, Jacob Capital may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) all of the Subject Shares (excluding

CUSIP NO. 904753100 13D Page 18 of 22 Pages

the Option Shares). By virtue of Richard Levy’s position as sole member of Jacob Capital, Mr. Levy may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) all of the Subject Shares (excluding the Option Shares).

Richard Levy intends to enter into agreements with one or more of the Funds whereby Mr. Levy will hold the Exercisable Options and the 2012 Option for the economic benefit of one or more of the Funds.

(c) Except for the Securities Distribution as described in Item 6, none of the Reporting Persons has effected any transaction in the Common Stock during the past 60 days.

(d) No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Subject Shares covered by this Schedule 13D.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 is hereby amended to add the following:

As described above in Item 3 hereof, effective as of July 16, 2012, the Credit Opportunities Fund entered into a Redemption Agreement with each of the Delaware Fund and the Cayman Fund, which provide for the Securities Distribution. The description and summary of the Redemption Agreements set forth above in this Item 6 do not purport to be complete and are qualified in their entirety by reference to the full text of such documents, which are attached as Exhibits 2 and 3 to this Amendment No. 5 and are incorporated herein by reference.

Item 7. Material to Be Filed as Exhibits

Item 7 is hereby amended to add the following:

Exhibit 1	Joint Filing Agreement, dated as of July 18, 2012, among the Reporting Persons, pursuant to Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.
Exhibit 2	Redemption Agreement, dated as of July 16, 2012, between Victory Park Credit Opportunities Master Fund, Ltd. and Victory Park Credit Opportunities, L.P.
Exhibit 3	Redemption Agreement, dated as of July 16, 2012, between Victory Park Credit Opportunities Master Fund, Ltd. and Victory Park Credit Opportunities Intermediate Fund, L.P.

CUSIP NO. 904753100 13D Page 19 of 22 Pages

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: July 18, 2012

VICTORY PARK CREDIT OPPORTUNITIES, L.P.
By: Victory Park GP, LLC, its general partner
By: Jacob Capital, L.L.C., its manager
By:	/s/ Richard Levy
Name: Richard Levy
Its: Sole Member
VICTORY PARK CREDIT OPPORTUNITIES
INTERMEDIATE FUND, L.P.
By: Victory Park GP, LLC, its general partner
By: Jacob Capital, L.L.C., its manager
By:	/s/ Richard Levy
Name: Richard Levy
Its: Sole Member
VPC FUND II, L.P.
By: Victory Park GP II, LLC, its general partner
By: Jacob Capital, L.L.C., its manager
By:	/s/ Richard Levy
Name: Richard Levy
Its: Sole Member

CUSIP NO. 904753100 13D Page 20 of 22 Pages

VPC INTERMEDIATE FUND II (CAYMAN), L.P.
By: Victory Park GP II, LLC, its general partner
By: Jacob Capital, L.L.C., its manager
By:	/s/ Richard Levy
Name: Richard Levy
Its: Sole Member
VICTORY PARK CREDIT OPPORTUNITIES
MASTER FUND, LTD.
By:	/s/ Richard Levy
Name: Richard Levy
Its: Attorney-in-Fact
VICTORY PARK GP, LLC
By: Jacob Capital, L.L.C., its manager
By:	/s/ Richard Levy
Name: Richard Levy
Its: Sole Member
VICTORY PARK GP II, LLC
By: Jacob Capital, L.L.C., its manager
By:	/s/ Richard Levy
Name: Richard Levy
Its: Sole Member
VICTORY PARK CAPITAL ADVISORS, LLC
By: Jacob Capital, L.L.C., its Manager
By:	/s/ Richard Levy
Name: Richard Levy
Title: Sole Member

CUSIP NO. 904753100 13D Page 21 of 22 Pages

JACOB CAPITAL, L.L.C.
By:	/s/ Richard Levy
Name:	Richard Levy
Title:	Sole Member
RICHARD LEVY
/s/ Richard Levy
Richard Levy

CUSIP No. 904753100 13D Page 22 of 22 Pages

Appendix A

Victory Park Credit Opportunities Master Fund, Ltd.

Directors:

Name	Occupation/Employment	Citizenship
Richard Levy c/o Victory Park Capital Advisors, LLC 227 West Monroe Street, Suite 3900 Chicago, Illinois 60606	Director	USA
Brendan Carroll c/o Victory Park Capital Advisors, LLC 227 West Monroe Street, Suite 3900 Chicago, Illinois 60606	Director	USA
Matthew Ray c/o Victory Park Capital Advisors, LLC 227 West Monroe Street, Suite 3900 Chicago, Illinois 60606	Director	USA

To the knowledge of the Reporting Persons, during the last five years, none of the above named directors of Victory Park Credit Opportunities Master Fund, Ltd. (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Exhibit Index

Exhibit 1	Joint Filing Agreement, dated as of July 18, 2012, among the Reporting Persons, pursuant to Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.
Exhibit 2	Redemption Agreement, dated as of July 16, 2012, between Victory Park Credit Opportunities Master Fund, Ltd. and Victory Park Credit Opportunities, L.P.
Exhibit 3	Redemption Agreement, dated as of July 16, 2012, between Victory Park Credit Opportunities Master Fund, Ltd. and Victory Park Credit Opportunities Intermediate Fund, L.P.

EX-1

Exhibit 1

Joint Filing Agreement

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock of Unigene Laboratories, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 18^th day of July, 2012.

VICTORY PARK CREDIT OPPORTUNITIES, L.P.
By: Victory Park GP, LLC, its general partner
By: Jacob Capital, L.L.C., its manager
By:	/s/ Richard Levy
Name:	Richard Levy
Its:	Sole Member
VICTORY PARK CREDIT OPPORTUNITIES INTERMEDIATE FUND, L.P.
By: Victory Park GP, LLC, its general partner
By: Jacob Capital, L.L.C., its manager
By:	/s/ Richard Levy
Name:	Richard Levy
Its:	Sole Member
VPC FUND II, L.P.
By: Victory Park GP II, LLC, its general partner
By: Jacob Capital, L.L.C., its manager
By:	/s/ Richard Levy
Name:	Richard Levy
Its:	Sole Member

VPC INTERMEDIATE FUND II (CAYMAN), L.P.
By: Victory Park GP II, LLC, its general partner
By: Jacob Capital, L.L.C., its manager
By:	/s/ Richard Levy
Name:	Richard Levy
Its:	Sole Member
VICTORY PARK CREDIT OPPORTUNITIES MASTER FUND, LTD.
By:	/s/ Richard Levy
Name:	Richard Levy
Its:	Attorney-in-Fact
VICTORY PARK GP, LLC
By: Jacob Capital, L.L.C., its manager
By:	/s/ Richard Levy
Name:	Richard Levy
Its:	Sole Member
VICTORY PARK GP II, LLC
By: Jacob Capital, L.L.C., its manager
By:	/s/ Richard Levy
Name:	Richard Levy
Its:	Sole Member
VICTORY PARK CAPITAL ADVISORS, LLC
By: Jacob Capital, L.L.C., its Manager
By:	/s/ Richard Levy
Name:	Richard Levy
Title:	Sole Member

JACOB CAPITAL, L.L.C.
By:	/s/ Richard Levy
Name:	Richard Levy
Title:	Sole Member
RICHARD LEVY
/s/ Richard Levy
Richard Levy

EX-2

Exhibit 2

REDEMPTION AGREEMENT

This Redemption Agreement (this “Agreement”), dated July 16, 2012, is by and between Victory Park Credit Opportunities, L.P., a Delaware limited partnership (“VPCO”), and Victory Park Credit Opportunities Master Fund, Ltd., a Cayman Islands exempted company (the “Master Fund”).

WHEREAS, the Master Fund is a private investment fund which holds certain equity and debt investments, including, but not limited to, secured notes, subordinated notes, preferred equity, common stock and warrants (collectively, the “Securities”), in each of the portfolio companies listed on Schedules A through L attached hereto (the “Portfolio Companies”);

WHEREAS, VPCO desires to sell all of the shares that it owns in the Master Fund as of the date hereof, estimated to be 46,080.2423 shares of the share capital of the Master Fund (the “Redeemed Shares”), and the Master Fund desires to redeem the Redeemed Shares, upon the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, the Master Fund intends to make an in-kind distribution of the Securities of the Portfolio Companies to VPCO as consideration for the redemption of the Redeemed Shares.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, VPCO and the Master Fund each hereby agree as follows:

1. Redemption of the Redeemed Shares.

(a) Subject to the terms and conditions of this Agreement, VPCO hereby sells, assigns, transfers and delivers to the Master Fund all of the Redeemed Shares free and clear of all liens, security interests, claims, pledges and other encumbrances or restrictions whatsoever (“Liens”).

(b) As consideration for the sale and assignment contemplated by Section 1(a), the Master Fund hereby sells, assigns, transfers and delivers to VPCO all of the Master Fund’s right, title and interest in and to the Securities of the Portfolio Companies set forth on Schedules A through L attached hereto. VPCO hereby acknowledges receipt of copies of the documents, agreements, notes, certificates and instruments related to the Securities (the “Transaction Documents”). Except as otherwise set forth in this Agreement, from and after the date hereof, solely to the extent of the transferred interests in the Securities, (i) VPCO shall be a party to and be bound by the provisions of the Transaction Documents and shall acquire the Master Fund’s rights and assume its obligations thereunder, and (ii) the Master Fund shall relinquish its rights and be released from its obligations under the Transaction Documents.

(c) The Master Fund will deliver to VPCO any certificates representing any of the Securities and will take all actions and execute any documents necessary or convenient to

cause the Securities to be properly transferred to VPCO and to be properly registered in the name of VPCO (the “Transfer Documents”), including assistance updating any book entry Securities. In connection therewith, the Master Fund by its execution of this Agreement irrevocably makes, constitutes and appoints VPCO as its true and lawful agent and attorney-in-fact, with full power of substitution, and full power and authority in the Master Fund’s name, place and stead, to make, execute, sign, acknowledge, swear to, record and file any such Transfer Documents.

(d) Except for the right to receive the Securities in accordance with this Agreement, all rights of VPCO with respect to the Redeemed Shares are hereby terminated and the Redeemed Shares are hereby cancelled.

2. Representations and Warranties of VPCO.

VPCO represents and warrants that:

(a) The Securities are being acquired by VPCO for VPCO’s own account without a view to the public resale or distribution of any part thereof, except pursuant to sales registered or exempted under the U.S. Securities Act of 1933, as amended (the “1933 Act”), and any applicable state securities laws (provided, however, that by making this representation, VPCO does not agree to hold the Securities for any minimum or specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act and any applicable state securities laws);

(b) VPCO has had an opportunity to review the public filings of each of the Portfolio Companies and to discuss with the Master Fund, and ask questions of the Master Fund regarding, the business of the Portfolio Companies, and their management and financial affairs and the terms and conditions of the Securities and the Transaction Documents;

(c) VPCO understands that the transfer of the Securities from the Master Fund to VPCO (other than the transfer of the Securities of Unigene Laboratories, Inc. (“Unigene”)) has not been, and shall not be, registered under the 1933 Act by reason of an exemption from the registration provisions of the 1933 Act which depends upon, among other things, the accuracy of VPCO’s representations expressed herein;

(d) VPCO understands that the Securities (other than the Unigene Securities) are “restricted securities” under applicable U.S. laws and that, pursuant to these laws, VPCO must hold the Securities unless they are registered with the U.S. Securities and Exchange Commission and under applicable state securities laws or an exemption from such registration and qualification requirements is available (and the Securities may bear restricted legends to such effect), and further understands that the Securities are subject to certain restrictions on transfer pursuant to the Transaction Documents;

(e) VPCO is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the 1933 Act and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Securities; and

2

(f) VPCO has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby.

3. Representations and Warranties of the Master Fund. The Master Fund represents and warrants that the Master Fund has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby.

4. Further Assurances. Each of the parties hereto shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

5. Severability. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction. Whenever possible, each provision of this Agreement shall be interpreted in such a manner to be effective, enforceable and valid under applicable law, but if any provision of this Agreement shall be prohibited by or unenforceable or invalid under applicable law, the parties affected thereby shall negotiate in good faith to modify this Agreement so as to effect the original intent of such parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by such provision be consummated as originally contemplated to the fullest extent possible, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

6. No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

7. Entire Agreement; Amendments. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes any prior or contemporaneous agreements or undertakings, whether written or oral, between the parties hereto with respect to the subject matter hereof. This Agreement may not be amended or modified except by an instrument in writing signed by each of the parties hereto.

8. Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the Cayman Islands without reference to conflicts of laws.

9. Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns.

10. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute the same agreement. This Agreement and any signed agreement entered into in connection herewith or contemplated hereby, and any amendments hereto or thereto, to the extent signed and delivered by facsimile

3

(or equivalent electronic transmission), shall be treated in all manner and respects as an original contract and shall be considered to have the same binding legal effects as if it were the original signed version thereof delivered in person.

11. Headings. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

[Signature Page Follows]

4

IN WITNESS WHEREOF, the respective parties hereto have executed as a deed and delivered this Redemption Agreement as of the day and year first above written.

VPCO:
VICTORY PARK CREDIT OPPORTUNITIES, L.P., a Delaware limited partnership
By:	Victory Park GP, LLC, a Delaware limited liability company, its general partner
By:	Jacob Capital, L.L.C., an Illinois limited liability company, its manager
By:	/s/ Richard Levy
	Richard Levy, sole member
WITNESSED BY:
/s/ Scott R. Zemnick
Signature
Scott R. Zemnick
Name
Master Fund:
VICTORY PARK CREDIT OPPORTUNITIES MASTER FUND, LTD., a Cayman Islands exempted company
By:	/s/ Brendan Carroll
Name:	Brendan Carroll
Title:	Director
WITNESSED BY:
/s/ Scott R. Zemnick
Signature
Scott R. Zemnick
Name

[Signature Page to Redemption Agreement]

SCHEDULE J*

Unigene Laboratories Inc.

Securities	Face/ Shares
Senior Secured Convertibles Note	$	14,799,767.00
Accrued Paid-in-Kind Interest under Senior Secured Convertibles Note	$	752,321.48
Common Stock		4,844,497

* This schedule contains estimated face/share amounts as of July 16, 2012 and is subject to change based on the calculation of the net asset values of Victory Park Credit Opportunities Master Fund, Ltd., Victory Park Credit Opportunities, L.P. and Victory Park Credit Opportunities Intermediate Fund, L.P. as described in that certain Amended and Restated Confidential Private Placement Memorandum of Victory Park Credit Opportunities, L.P. dated June 2012.

EX-3

Exhibit 3

REDEMPTION AGREEMENT

This Redemption Agreement (this “Agreement”), dated July 16, 2012, is by and between Victory Park Credit Opportunities Intermediate Fund, L.P., a Cayman Islands exempted limited partnership (“VPCOIF”), and Victory Park Credit Opportunities Master Fund, Ltd., a Cayman Islands exempted company (the “Master Fund”).

WHEREAS, the Master Fund is a private investment fund which holds certain equity and debt investments, including, but not limited to, secured notes, subordinated notes, preferred equity, common stock and warrants (collectively, the “Securities”), in each of the portfolio companies listed on Schedules A through L attached hereto (the “Portfolio Companies”)

WHEREAS, VPCOIF desires to sell all of the shares that it owns in the Master Fund as of the date hereof, estimated to be 53,626.2450 shares of the share capital of the Master Fund (the “Redeemed Shares”), and the Master Fund desires to redeem the Redeemed Shares, upon the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, the Master Fund intends to make an in-kind distribution of the Securities of the Portfolio Companies to VPCOIF as consideration for the redemption of the Redeemed Shares.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, VPCOIF and the Master Fund each hereby agree as follows:

1. Redemption of the Redeemed Shares.

(a) Subject to the terms and conditions of this Agreement, VPCOIF hereby sells, assigns, transfers and delivers to the Master Fund all of the Redeemed Shares free and clear of all liens, security interests, claims, pledges and other encumbrances or restrictions whatsoever (“Liens”).

(b) As consideration for the sale and assignment contemplated by Section 1(a), the Master Fund hereby sells, assigns, transfers and delivers to VPCOIF all of the Master Fund’s right, title and interest in and to the Securities of the Portfolio Companies set forth on Schedules A through L attached hereto. VPCOIF hereby acknowledges receipt of copies of the documents, agreements, notes, certificates and instruments related to the Securities (the “Transaction Documents”). Except as otherwise set forth in this Agreement, from and after the date hereof, solely to the extent of the transferred interests in the Securities, (i) VPCOIF shall be a party to and be bound by the provisions of the Transaction Documents and shall acquire the Master Fund’s rights and assume its obligations thereunder, and (ii) the Master Fund shall relinquish its rights and be released from its obligations under the Transaction Documents.

(c) The Master Fund will deliver to VPCOIF any certificates representing any of the Securities and will take all actions and execute any documents necessary or convenient to cause the Securities to be properly transferred to VPCOIF and to be properly registered in the name of VPCOIF (the “Transfer Documents”), including assistance updating any book entry Securities. In connection therewith, the Master Fund by its execution of this Agreement irrevocably makes, constitutes and appoints VPCOIF as its true and lawful agent and attorney-in-fact, with full power of substitution, and full power and authority in the Master Fund’s name, place and stead, to make, execute, sign, acknowledge, swear to, record and file any such Transfer Documents.

(d) Except for the right to receive the Securities in accordance with this Agreement, all rights of VPCOIF with respect to the Redeemed Shares are hereby terminated and the Redeemed Shares are hereby cancelled.

2. Representations and Warranties of VPCOIF.

VPCOIF represents and warrants that:

(a) The Securities are being acquired by VPCOIF for VPCOIF’s own account without a view to the public resale or distribution of any part thereof, except pursuant to sales registered or exempted under the U.S. Securities Act of 1933, as amended (the “1933 Act”), and any applicable state securities laws (provided, however, that by making this representation, VPCOIF does not agree to hold the Securities for any minimum or specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act and any applicable state securities laws);

(b) VPCOIF has had an opportunity to review the public filings of each of the Portfolio Companies and to discuss with the Master Fund, and ask questions of the Master Fund regarding, the business of the Portfolio Companies, and their management and financial affairs and the terms and conditions of the Securities and the Transaction Documents;

(c) VPCOIF understands that the transfer of the Securities from the Master Fund to VPCOIF (other than the transfer of the Securities of Unigene Laboratories, Inc. (“Unigene”)) has not been, and shall not be, registered under the 1933 Act by reason of an exemption from the registration provisions of the 1933 Act which depends upon, among other things, the accuracy of VPCOIF’s representations expressed herein;

(d) VPCOIF understands that the Securities (other than the Unigene Securities) are “restricted securities” under applicable U.S. laws and that, pursuant to these laws, VPCOIF must hold the Securities unless they are registered with the U.S. Securities and Exchange Commission and under applicable state securities laws or an exemption from such registration and qualification requirements is available (and the Securities may bear restricted legends to such effect), and further understands that the Securities are subject to certain restrictions on transfer pursuant to the Transaction Documents;

(e) VPCOIF is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the 1933 Act and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Securities;

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(f) VPCOIF has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby.

3. Representations and Warranties of the Master Fund. The Master Fund represents and warrants that the Master Fund has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby.

4. Further Assurances. Each of the parties hereto shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

5. Severability. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction. Whenever possible, each provision of this Agreement shall be interpreted in such a manner to be effective, enforceable and valid under applicable law, but if any provision of this Agreement shall be prohibited by or unenforceable or invalid under applicable law, the parties affected thereby shall negotiate in good faith to modify this Agreement so as to effect the original intent of such parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by such provision be consummated as originally contemplated to the fullest extent possible, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

6. No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

7. Entire Agreement; Amendments. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes any prior or contemporaneous agreements or undertakings, whether written or oral, between the parties hereto with respect to the subject matter hereof. This Agreement may not be amended or modified except by an instrument in writing signed by each of the parties hereto.

8. Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the Cayman Islands without reference to conflicts of laws.

9. Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns.

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10. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute the same agreement. This Agreement and any signed agreement entered into in connection herewith or contemplated hereby, and any amendments hereto or thereto, to the extent signed and delivered by facsimile (or equivalent electronic transmission), shall be treated in all manner and respects as an original contract and shall be considered to have the same binding legal effects as if it were the original signed version thereof delivered in person.

11. Headings. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

[Signature Page Follows]

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IN WITNESS WHEREOF, the respective parties hereto have executed as a deed and delivered this Redemption Agreement as of the day and year first above written.

VPCOIF:
VICTORY PARK CREDIT OPPORTUNITIES INTERMEDIATE FUND, L.P., a Cayman Islands exempted limited partnership
By:	Victory Park GP, LLC, a Delaware limited liability company, its general partner
By:	Jacob Capital, L.L.C., an Illinois limited liability company, its manager
By:	/s/ Richard Levy
	Richard Levy, sole member
WITNESSED BY:
/s/ Scott R. Zemnick
Signature
Scott R. Zemnick
Name
Master Fund:
VICTORY PARK CREDIT OPPORTUNITIES MASTER FUND, LTD., a Cayman Islands exempted company
By:	/s/ Brendan Carroll
Name:	Brendan Carroll
Title:	Director
WITNESSED BY:
/s/ Scott R. Zemnick
Signature
Scott R. Zemnick
Name

[Signature Page to Redemption Agreement]

SCHEDULE J*

Unigene Laboratories Inc.

Securities	Face/ Shares
Senior Secured Convertibles Note	$	13,145,412.39
Accrued Paid-in-Kind Interest under Senior Secured Convertibles Note	$	668,225.13
Common Stock		4,302,967

* This schedule contains estimated face/share amounts as of July 16, 2012 and is subject to change based on the calculation of the net asset values of Victory Park Credit Opportunities Master Fund, Ltd., Victory Park Credit Opportunities, L.P. and Victory Park Credit Opportunities Intermediate Fund, L.P. as described in that certain Amended and Restated Confidential Private Placement Memorandum of Victory Park Credit Opportunities, Ltd. dated June 2012.