8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 27, 2012

Unigene Laboratories, Inc.

(Exact name of registrant as specified in its charter)

Delaware	0-16005		22-2328609
(State or other jurisdiction of incorporation or organization)	(Commission File Number)		(I.R.S. Employer Identification No.)
81 Fulton Street, Boonton, New Jersey		07005
(Address of principal executive offices)		(Zip Code)
	(973) 265-1100
	(Registrant’s telephone number, including area code)
	Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 – Registrant’s Business and Operations

Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Key Employee Retention Grants. As reported on a Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on September 26, 2012, the Board of Directors (the “Board”) of Unigene Laboratories, Inc. (the “Company”) reviewed the recommendations of the Board’s Compensation Committee and approved and authorized the Company to enter into 2012 Key Employee Performance and Incentive Plan Agreements (the “Incentive Bonus Agreements”) with certain of the Company’s essential employees (each a “Key Employee”) subject to the approval and closing of the Forbearance Agreement and First Amendment to Amended and Restated Financing Agreement, by and amongst the Company and Victory Park Management LLC (the “2012 Restructuring”), to promote the retention of the Key Employees and to motivate the Key Employees and align their interests with the interests of the Company’s stockholders by, among other things, granting certain incentive bonuses and stock options outside of the Company’s existing equity compensation plan to the Key Employees.  As previously reported, the 2012 Restructuring was completed on September 26, 2012.  As a result, on September 27, 2012, the Company subsequently entered into Incentive Bonus Agreements with certain employees of the Company, including the executive officers listed below.

Each Incentive Bonus Agreement provides that if (i) such Key Employee remains employed with the Company or its affiliate on the respective Incentive Bonus Date as described below; (ii) such Key Employee meets at least a satisfactory individual rating in accordance with the Company’s performance management plan; and (iii) the Company has operated within the agreed upon budget pursuant to the 2012 Restructuring, then such Key Employee will be entitled to receive the following incentive bonuses:

Incentive Bonus Details	Incentive Bonus Date
Stock options exercisable for a number of shares equal to 25% of base salary based upon the fair market value on the date of grant; vesting on first anniversary of  Issuance Date	Two trading days following disclosure of the completion of 2012 Restructuring (the “Issuance Date”)
10% of Base Salary in a cash payment	June 1, 2013
15% of Base Salary in a cash payment (subject to cash on hand or additional funding)	September 1, 2013

Each cash incentive bonus will be paid within 30 days after the applicable Incentive Bonus Date.  Upon termination of the Key Employee’s employment for any reason (other than a change of control), the Key Employee shall forfeit any right to any unpaid cash incentive bonus, as well as any unvested portion of the stock options so awarded.  In the event of a change in control, so long as the Key Employee remains employed with the Company until such change in control, the Company shall pay the incentive bonus within 30 days after the change in control, but in no event later than March 15 of the year following the year in which the change in control occurred.  The following is a summary of incentive bonus compensation to be provided to certain executive officers of the Company:

Executive Officer	Stock Options		Cash Bonus
Ashleigh Palmer, Chief Executive Officer		1,000,000	$	100,000
Gregory Mayes, President and General Counsel		722,125	$	72,212
Nozer Mehta, Chief Scientific Officer		630,875	$	63,087
Brian Zietsman, Chief Financial Officer		625,000	$	62,500

The descriptions of the Incentive Bonus Agreements above do not purport to be complete and are qualified in their entirety, as applicable, by the form of 2012 Key Employee Performance and Incentive Agreement attached hereto as Exhibit 10.1.

The stock options issued pursuant to the Incentive Bonus Agreements were issued pursuant to stock option agreements granted on September 27, 2012 with an exercise price of $0.10, which is equivalent to the closing price of the Company’s common stock on the date of grant, and vest in full on September 27, 2013.  The term of the Key Employee stock options is 10 years.  The descriptions of the stock option agreements above do not purport to be complete and are qualified in their entirety by the form of Stock Option Agreement attached hereto as Exhibit 10.2.

Employment Agreements.

Mr. Brian Zietsman

On September 27, 2012 (the “Effective Date”), the Company entered into an employment agreement (the “Zietsman Employment Agreement”) with Brian Zietsman, Chief Financial Officer.  The Zietsman Employment Agreement provides that Mr. Zietsman will receive an annual salary of $250,000, provided that for the first twelve months following the Effective Date, $25,000 of Mr. Zietsman’s annual salary will be paid in the form of stock options as described below.  Thereafter, the salary may be reviewed and adjusted by the Company as it shall determine is appropriate.  He will also participate in the Company’s regular bonus program, be eligible to receive an annual bonus based on the achievement of Company-wide and individual objectives, and will be permitted to participate in such employee benefit plans as are made available by the Company to its employees generally.

The Zietsman Employment Agreement also provides for the non-disclosure of confidential information and assignment of inventions.  Under the Zietsman Employment Agreement, either party may terminate Mr. Zietsman’s employment with or without cause under certain conditions.  In the event that Mr. Zietsman is terminated with cause, the Company shall be relieved of further obligations, other than payment of earned but unpaid salary and benefits.  In the event Mr. Zietsman is terminated without cause or he resigns for good reason, he shall be entitled to a severance payment equal to four months of his base salary, payment of the applicable premiums for his family’s coverage under the Company’s health plans for a period of four months, vesting of one-third of all unvested stock options, and vested stock options remaining exercisable until the earlier of three years following the date of termination or ten years following the grant date of such stock options.  The description of the Zietsman Employment Agreement above does not purport to be complete and is qualified in its entirety by reference to the Employment Agreement dated September 27, 2012 between Unigene Laboratories, Inc. and Brian Zietsman attached hereto as Exhibit 10.3.

As previously reported on a Current Report on Form 8-K filed with the SEC on September 26, 2012, the Board and Compensation Committee of the Company approved an executive team restructuring grant outside of the Company’s existing equity compensation plan to Mr. Zietsman on September 20, 2012.  This executive team restructuring grant was made pursuant to a stock option agreement dated September 27, 2012, in lieu of $25,000 of his annual salary.  In accordance with the Zietsman Employment Agreement, under the stock option agreement, Mr. Zietsman was granted 250,000 stock options on September 27, 2012 at an exercise price of $0.10, which is equivalent to the closing price of the Company’s common stock on the date of grant and shall vest and be exercisable on September 27, 2013, provided that Mr. Zietsman remains employed with the Company through the vesting date.  The term of such executive team restructuring grant to Mr. Zietsman is 10 years.  The description of the stock option agreement does not purport to be complete and is qualified in its entirety by reference to the Stock Option Agreement dated September 27, 2012 between Unigene Laboratories, Inc. and Brian Zietsman attached hereto as Exhibit 10.4.

Dr. Nozer Mehta

On the Effective Date, the Company entered into an employment agreement (the “Mehta Employment Agreement”) with Nozer Mehta, Chief Scientific Officer.  The Mehta Employment Agreement provides that Dr. Mehta will receive an annual salary of $252,350.  Thereafter, the salary may be reviewed and adjusted by the Company as it shall determine is appropriate.  He will also participate in the Company’s regular bonus program, be eligible to receive an annual bonus based on the achievement of Company-wide and individual objectives, and will be permitted to participate in such employee benefit plans as are made available by the Company to its employees generally.

The Mehta Employment Agreement also provides for the non-disclosure of confidential information and assignment of inventions.  Under the Mehta Employment Agreement, either party may terminate Dr. Mehta’s employment with or without cause under certain conditions.  In the event that Dr. Mehta is terminated with cause, the Company shall be relieved of further obligations, other than payment of earned but unpaid salary and benefits.  In the event Dr. Mehta is terminated without cause or he resigns for good reason, he shall be entitled to a severance payment equal to four months of his base salary, payment of the applicable premiums for his family’s coverage under the Company’s health plans for a period of four months, vesting of one-third of all unvested stock options, and vested stock options remaining exercisable until the earlier of three years following the date of termination or ten years following the grant date of such stock options.

The description of the Mehta Employment Agreement above does not purport to be complete and is qualified in its entirety by reference to the Employment Agreement dated September 27, 2012 between Unigene Laboratories, Inc. and Nozer Mehta attached hereto as Exhibit 10.5.

Employee and Director Retention Grants.  On September 20, 2012, the Board reviewed the recommendations of the Compensation Committee and approved and authorized the Company to grant certain retention stock option grants outside of the Company’s existing equity compensation plan (the “Employee and Director Retention Grants”) to all of the Company’s existing employees and directors (except Richard Levy), subject to the approval and closing of the 2012 Restructuring, to promote the retention of such employees and directors and to motivate such employees and directors and align their interests with the interests of the Company’s stockholders.  The following officers and directors received Employee and Director Retention Grants exercisable for the number of shares of common stock indicated in the table below:

Officer / Director	Stock Options
Ashleigh Palmer, Chief Executive Officer		660,000
Gregory Mayes, President and General Counsel		287,582
Nozer Mehta, Chief Scientific Officer		190,601
Brian Zietsman, Chief Financial Officer		39,600
Thomas Sabatino, Jr., Director		7,500
Joel Tune, Director		17,500
Jack Wyszomierski, Director		7,500
Theron Odlaug, Director		12,500

The Employee and Director Retention Grants were issued on September 27, 2012 pursuant to stock option agreements that reflect an exercise price of $0.25 per share. The Employee and Director Retention Grants shall vest and become exercisable in two equal installments on each of August 1, 2013 and August 1, 2014, provided that such employee or director remains employed with the Company through the vesting date. The term of the Employee and Director Retention Grants is 10 years.

The descriptions of the Employee and Director Retention Grants above do not purport to be complete and are qualified in their entirety by reference to the form of Stock Option Agreement attached hereto as Exhibit 10.2.

Section 9 – Financial Statements and Exhibits

Item 9.01.   Financial Statements and Exhibits.

(d) Exhibits

Exhibit

No.                                                                                                                    DocumentDescription

10.1 Form of 2012 Key Employee Performance and Incentive Agreement

10.2 Form of Stock Option Agreement

10.3 Employment Agreement dated September 27, 2012 between Unigene Laboratories, Inc. and Brian Zietsman

10.4 Stock Option Agreement dated September 27, 2012 between Unigene Laboratories, Inc. and Brian Zietsman

10.5 Employment Agreement dated September 27, 2012 between Unigene Laboratories, Inc. and Nozer Mehta

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

UNIGENE LABORATORIES, INC.

By:  /s/    Gregory T. Mayes                                 

President and General Counsel

Date: October 3, 2012

EXHIBIT INDEX

Exhibit

No.                                                                                                                        DocumentDescription

10.1 Form of 2012 Key Employee Performance and Incentive Agreement

10.2 Form of Stock Option Agreement

10.3 Employment Agreement dated September 27, 2012 between Unigene Laboratories, Inc. and Brian Zietsman

10.4 Stock Option Agreement dated September 27, 2012 between Unigene Laboratories, Inc. and Brian Zietsman

10.5 Employment Agreement dated September 27, 2012 between Unigene Laboratories, Inc. and Nozer Mehta

EX-10.1

Exhibit 10.1

SCHEDULE 1

Each of the following executive officers are entitled to the following stock option and bonus compensation pursuant to 2012 Key Employee Performance and Incentive Agreements:

Named Executive Officer	Stock Options		Cash Bonus
Ashleigh Palmer, Chief Executive Officer		1,000,000	$	100,000
Gregory Mayes, President and General Counsel		722,125	$	72,212
Nozer Mehta, Chief Scientific Officer		630,875	$	63,087
Brian Zietsman, Chief Financial Officer		625,000	$	62,500

The stock options issued pursuant to the 2012 Key Employee Performance and Incentive Agreements were each granted on September 27, 2012 with an exercise price of $0.10 and vest in full on September 27, 2013. The term of the Key Employee stock options is 10 years.

FORM OF 2012 KEY EMPLOYEE PERFORMANCE AND INCENTIVE AGREEMENT

INCENTIVE BONUS AGREEMENT effective as of September 27, 2012, (the “Effective Date”) (the “Agreement”) between Unigene Laboratories, Inc. (the “Company”), and ______________________(“Key Employee”).

WHEREAS, in consideration of Key Employee’s essential contribution to the implementation of the Company’s rescue plan in connection with its forbearance and financing agreement with Victory Park Capital dated September 21, 2012, (the “VPC Agreement”), the Company desires to provide to the Key Employee an Incentive Bonus (as defined below) upon the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the promises and the mutual agreements contained herein, the Company and the Key Employee hereby agree as follows:

ARTICLE 1

DEFINITIONS

1.01                 Affiliate.  “Affiliate” means any Person directly or indirectly controlling, controlled by, or under direct or indirect common control with the Company, as applicable.  For the purposes of this definition, the term “control” when used with respect to any Person means the power to direct or cause the direction of management or policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

1.02                Change in Control.  A “Change in Control” shall have occurred if, after the Effective Date but on or prior to August 31, 2013:

(1)           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 of the Company (“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% of, respectively, 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 of Control;

(2)           individuals who, as of the Effective Date, constitute the Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors, provided that any individual becoming a director subsequent to the Effective Date 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

2

(3)           the stockholders of the Company approve (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% of, respectively, 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. 

For purposes of this definition the VPC Agreement is excluded and shall not be deemed to be a trigger of a Change of Control.

1.03                 Incentive Bonus.  “Incentive Bonus” means the amount payable under this Agreement to the Key Employee upon the satisfaction of the conditions set forth herein.

ARTICLE 2

INCENTIVE BONUS

2.01                 Incentive Bonus. The Company shall pay Key Employee an Incentive Bonus in the amount set forth below so long as the Key Employee remains employed with the Company or its Affiliate on the Incentive Bonus Date and, on or before the Incentive Bonus Date, the Company or its Affiliate has operated within the agreed upon budget under the VPC Agreement, and meets at least a satisfactory individual rating in accordance with our Company’s performance management plan.

2.02

Incentive Bonus Details	Incentive Bonus/Vest Date
Stock Options, issued outside of the Plan (the number of stock options is equal to 25% of base salary divided by the UGNE stock closing market price two full trading days following the public disclosure of the VPC Agreement, vest on the first anniversary of the date of the grant, subject to continued employment through the vesting date)	September 27, 2013
10% of Base Salary in a Cash Payment	June 1, 2013
15% of Base Salary in a Cash Payment (subject to cash on hand or additional funding)	September 1, 2013

3

2.03                 Payment and Distribution.  Subject to Section 2.01 the Company shall pay the Incentive Bonus within 30 days after the Incentive Bonus Date.

2.04                 Change in Control.  Notwithstanding the foregoing timing, the Company shall pay Key Employee the Incentive Bonus so long as the Key Employee remains employed with the Company or its Affiliate until a Change in Control and, before the Change in Control, the Company or its Affiliate has operated within the agreed upon budget under the VPC Agreement.  The Company shall pay the Incentive Bonus within 30 days after the Change in Control, but in no event later than March 15 of the year following the year in which the Change in Control occurred.

2.05                 Termination.  For avoidance of doubt, upon the Key Employee’s termination of employment for any reason (including death), the Key Employee shall forfeit any unvested right to the Incentive Bonus Amount as well as the stock options so awarded.

2.06                 Other Compensation.  The Incentive Bonus shall not be deemed to be salary, compensation or other earnings for purposes of calculating any other payment or benefit from the Company or its Affiliates, including, without limitation, severance of any kind.

ARTICLE 3

MISCELLANEOUS

3.01                 Amendment and Termination.  This Agreement may not be amended, suspended, discontinued or terminated at any time without the written consent of all of the parties hereto.

3.02                 Limitation of Key Employee’s Right.  Nothing in this Agreement shall be construed as conferring upon the Key Employee any right to continue in the employment of Company, nor shall it interfere with the rights of Company to terminate the employment of the Key Employee and/or to take any personnel action affecting the Key Employee without regard to the effect which such action may have upon the Key Employee as a recipient or prospective recipient of benefits under this Agreement.

3.03                 No Limitation on Company Actions.  Nothing contained in the Agreement shall be construed to prevent Company from taking any action that is deemed by it to be appropriate or in its best interest.  Neither the Key Employee nor any other person shall have any claim against Company as a result of such action.

3.04                 Obligations to Company.  If the Key Employee becomes entitled to an Incentive Bonus and if the Key Employee has outstanding any debt, obligation, or other liability representing an amount owing to Company, then Company may offset such amount owed to it against the amount of the Incentive Bonus.  Such determination shall be made by the Company.

3.05                 Nonalienation of Benefits.  Except as expressly provided herein, the Key Employee shall not have the power or right to transfer, alienate, or otherwise encumber the Key Employee’s interest under the Agreement. The Company’s obligations under this Agreement are not assignable or transferable except to (a) any corporation or partnership which acquires all or substantially all of the Company’s assets or (b) any corporation or partnership into which the Company may be merged or consolidated.

4

3.06                 Protective Provisions.  The Key Employee shall cooperate with Company by furnishing any and all information requested by Company in order to facilitate the payment of benefits hereunder.

3.07                 Withholding Taxes.  The Company may make such provisions and take such action as it deems necessary or appropriate for the withholding of any taxes which Company is required by any law or regulation of any governmental authority, whether Federal, state or local, to withhold in connection with any benefits under the Agreement, including, but not limited to, the withholding of appropriate sums from any amount otherwise payable to the Key Employee.  The Key Employee, however, shall be responsible for the payment of all individual tax liabilities relating to any such benefits.

3.08                 Severability and Supersedes.  If any provision of this Agreement is held unenforceable, the remainder of the Agreement shall continue in full force and effect without regard to such unenforceable provision and shall be applied as though the unenforceable provision were not contained in the Agreement.  This Agreement supersedes any prior oral or written communications or agreements concerning the 2012 Key Employee Performance and Incentive Plan Agreement.

3.09                 Governing Law.  This Agreement shall be construed in accordance with and governed by the laws of the State of New Jersey, without reference to the principles of conflict of laws.

3.10                 Headings.  Headings are inserted in this Agreement for convenience of reference only and are to be ignored in the construction of the provisions of the Agreement.

3.11                 Notice.  Any notice or filing required or permitted to be given to the Company  under this Agreement shall be sufficient if in writing and hand delivered, or sent by registered or certified mail, to the Human Resources Department, or to such other entity as the Company may designate from time to time.  Such notice shall be deemed given as to the date of delivery, or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification.

[Signature Page to Follow]

5

IN WITNESS WHEREOF, the parties have executed

UNIGENE LABORATORIES, INC.

Name:

Title:

Key Employee

6

EX-10.2

Exhibit 10.2

Schedule 1

Each of the following executive officers and directors are entitled to the following stock options pursuant to Employee and Director Retention Grants:

Officer / Director	Stock Options
Ashleigh Palmer, Chief Executive Officer		660,000
Gregory Mayes, President and General Counsel		287,582
Nozer Mehta, Chief Scientific Officer		190,601
Brian Zietsman, Chief Financial Officer		39,600
Thomas Sabatino, Jr., Director		7,500
Joel Tune, Director		17,500
Jack Wyszomierski, Director		7,500
Theron Odlaug, Director		12,500

The Employee and Director Retention Grants were each issued on September 27, 2012 at an exercise price of $0.25 and shall vest and become exercisable in two equal installments on each of August 1, 2013 and August 1, 2014, provided that such employee or director remains employed with the Company through the vesting date.  The term of the Employee and Director Retention Grants is 10 years.

UNIGENE LABORATORIES, INC.

FORM OF STOCK OPTION AGREEMENT

AGREEMENT dated as of ______________ between UNIGENE LABORATORIES, INC., a Delaware corporation, with principal offices at 81 Fulton Street, Boonton, NJ 07005 (the “Company”), and _______________, residing at _____________________________ (the “Optionee”).

W I T N E S S E T H :

WHEREAS, the Company has granted to the Optionee a non-qualified stock option to purchase shares of the Company’s Common Stock having a par value of $.01 per share (“Common Stock”), which was approved by the Board of Directors of the Company on September 20, 2012.  In the event the Company obtains shareholder approval within one year of the date of grant, the stock option shall be issued as an Incentive Stock Option to the extent permitted by applicable law.

NOW, THEREFORE, to evidence the stock option so granted, the Company and the Optionee hereby agree as follows:

1.         Confirmation of Grant; Option Price.              The Company hereby evidences and confirms its grant to the Optionee, effective ______________ (“date of grant”), of a non qualified stock option (the “Option”) to purchase a total of _____________ shares of Common Stock at an option price of $_____ per share, exercisable as hereinafter set forth.  The Option shall be subject to the terms and conditions of this Agreement including the Supplemental Terms to Stock Option Agreement in the form of Exhibit A, a copy of which is annexed hereto.

2. Installments; Expiration Date. The Option is exercisable as follows:

Installment Number Date Installment becomes Exercisable No. of shares per Installment

Subject to the provisions of this Agreement and Exhibit A, each installment may be exercised in whole or in part, on a cumulative basis, on or after the date when it becomes exercisable as set forth above, but no later than the expiration date of the Option or earlier termination date as hereinafter set forth.

This Option expires at midnight (New York Time) on _______________ (“Termination Date”) (being ten (10) years from the date of grant of this Option), unless sooner terminated as provided in this Agreement or Exhibit A.

3.        Death of Optionee or Other Termination of Employment.

(a)           Provided that the Option has not theretofore expired, the Option shall terminate upon termination of the Optionee’s employment with the Company, whether by death or otherwise, and no shares of Common Stock may thereafter be purchased pursuant to such Option, except that:

(i)           Upon termination of employment (other than by death or for Cause), the Optionee may, within three (3) months after the date of termination of employment, purchase all or any part of the shares of Common Stock which such Optionee was entitled to purchase under the Option on the date of termination of employment.

(ii)          Upon the death of any Optionee while employed by the Company or within the three (3) month period referred to in Paragraph 3(a)(i) above, the Optionee’s estate or the person to whom the Optionee’s rights under the Option are transferred by Will or the laws of descent and distribution may, within one hundred eighty (180) days after the date of the Optionee’s death, purchase all or any part of the shares of Common Stock which the Optionee was entitled to purchase under the Option on the date of death.

Nothing in this Paragraph 3 shall authorize the exercise of the Option after the expiration of the exercise period herein provided, nor later than ten (10) years after the date of grant.

(iii)          If the employment of the Optionee by the Company terminates by reason of discharge for Cause, the Option shall terminate upon the giving of notice of termination to the Optionee or on the termination date stated in the Option, whichever is earlier.  The term Cause shall mean discharge from employment because of fraud, disclosure of trade secrets, activities in competition with the business of the Company, misappropriation of assets of the Company, intentional acts materially harmful to the Company or its business, or conviction of a crime involving moral turpitude.

(b)          Anything hereinabove to the contrary notwithstanding, the Option may be terminated sooner than hereinabove provided, in accordance with other provisions of this Agreement or Exhibit A..

(c)          Whether the Optionee’s absence from employment by reason of illness or military or government service shall constitute termination of employment for the purposes of this Option shall be determined by the Board or the Committee in accordance with the Company’s applicable policies.

(d)          The grant of this Option shall not be deemed to confer upon the Optionee the right to continued employment by the Company.

4.        Notice of and Requirements With Respect to Exercise.

(a)        The Option shall be exercised only by written Notice of Exercise delivered to the Company, signed by the Optionee or, in the event of the Optionee’s death or incompetence, by the person or persons entitled to exercise the same under Paragraph 5 hereof, specifying the number of shares in respect of which the Option is being exercised. The Option shall be exercised only with respect to whole shares and no fractional shares will be issued. Such Notice of Exercise shall be in the form annexed hereto as Exhibit B, subject to such changes as may be prescribed from time to time and communicated to the Optionee.  The exercise of the Option shall not be deemed to be complete until full compliance with subparagraphs (a), (b), (c) and (d) of the Paragraph 4 and the Company shall have no obligation to issue any shares in the absence of such compliance.

(b)        Due exercise of the Option is conditioned upon the payment in full of the option price of the shares with respect to which the Option is exercised and any applicable taxes and withholding, and such payment shall accompany the Notice of Exercise.

(c)        In the event of the exercise of the Option by the person or persons entitled to exercise the same upon the death or incompetence of the Optionee as provided in Paragraph 5  hereof, the Notice of exercise shall be accompanied by a certified copy of the Optionee’s last will and testament, if any, with proof of admission to probate, proof of appointment of the committee for an incompetent Optionee, current letters testamentary or letters of administration, necessary estate tax waivers, and any other proof as counsel to the Company may reasonably request as to the right of such person or persons to exercise the Option and as to compliance with estate and inheritance tax laws.

           (d)       The Optionee agrees that at the time of exercise of the Option, the Optionee or, in the event of the Optionee’s death or incompetence, the person exercising the Option pursuant to Paragraph 5 hereof, shall, in writing, make such investment representation and agreement restricting the transfer of the shares issued to the Optionee or to such person, as the Company shall,  from time to time on advice of counsel, deem necessary or advisable to comply with the provisions of Paragraph 8 hereof and with the Securities Act of 1933, as amended  (“Act”), or any Blue Sky Law or similar law, rule or regulation of any jurisdiction.  Such investment representation and agreement may, at the option of the Company, be incorporated in the form of Notice of Exercise of the Option.  The Optionee agrees that if the Company, on advice of counsel, shall deem it necessary or advisable, the stock certificates representing such shares and any shares issued with respect thereto, shall bear legends in such form and substance as the Company may determine, from time to time, relating to any such representation and agreement and any restrictions on transfer under the Act, or other applicable law and that they will, promptly after demand by the Company, deliver to the Company for endorsement of such legends, all stock certificates representing such shares.

5.           Non-Transferability of and Persons Entitled to Exercise the Option.  The Option is not assignable or transferable by the Optionee otherwise than by will or the laws of descent and distribution and any attempted transfer in violation of this provision shall be void.  During the lifetime of the Optionee, the Option shall be exercisable only by the Optionee or the duly appointed committee of an incompetent Optionee.  After the Optionee’s death, the Option shall be exercisable only by the Optionee’s personal representatives or the person or persons to whom the right to exercise the same shall pass by will or the laws of descent and distribution.  This Agreement shall in all respects be binding upon such transferees.

6.           Rights as a Stockholder.  Neither the Optionee nor any other person shall have any rights as a stockholder with respect to any share covered by this Option unless and until they shall have become the holder of record of such shares.

7.           Adjustments, Termination and Acceleration of Options in Certain Events.  To the extent deemed equitable and appropriate by the Board or the Committee, in its sole discretion, the number, price and class of shares covered by the Option shall be appropriately adjusted to reflect any stock dividend, stock split or share combination of the Common Stock or any recapitalization of the Company, spin-off, split-up, rights offering, and any merger or consolidation, reorganization, exchange of shares, or other change in the corporate structure (“corporate change”), liquidation or dissolution.  The Option may pertain to the securities and other property which holders of Common Stock would be entitled to receive in connection with such event.  Notwithstanding the foregoing, and unless the acquiring, surviving or continuing corporation agrees in writing to assume the obligations under the Option, in the event of a dissolution or liquidation of the Company, or a transfer of all or substantially all of its assets, or a merger or consolidation, or corporate change, the Board or the Committee may, in its sole discretion, terminate the Option as of the effective date of such event or accelerate the date when any or all installments of the Option shall become exercisable.  Options granted need not be treated identically by the Board or the Committee with respect to termination, acceleration or assumption.  All decisions of the Board or the Committee hereunder shall be final and binding upon the Optionee.

8.           Restrictions on Exercise and Transfer.   Notwithstanding any of the other provisions of this Agreement, the Optionee agrees that the Option shall not be exercisable and the shares issued pursuant to the exercise of the Option shall not be issued to the Optionee or thereafter transferred by the Optionee (a) if the Board or the Committee determines that the exercise of the Option or the issuance by the Company of shares pursuant to such exercise or the subsequent transfer of the shares issued upon the exercise of such Option would constitute a violation by the Optionee or by the Company of any provisions of any law, rule or regulation of any governmental or regulatory body or stock exchange or (b) if the Board or the Committee, on advice of counsel, shall determine such exercise, issuance or transfer to be undesirable prior to registration of such shares for issuance and/or resale under the Act, and/or listing of such shares with a securities exchange and/or receipt of the consent or approval of any governmental or regulatory body or stock exchange, as the case may be.  In no event shall the Company be obligated to issue or transfer any shares upon the exercise of any Option or upon subsequent transfer of such shares unless a registration statement under the Act is then in effect and current with respect to the issue or transfer of such shares or the Company, on advice of counsel, determines that exemption from registration under the Act is then available.  Any determination made in good faith by the Company in this connection shall be final, binding and conclusive on all persons whomsoever for all purposes.  The Company shall have no obligation to register the shares issuable upon exercise of the Option under the Act or to list such shares on any stock exchange or to continue such registration or listing.  The Company shall in no event be obligated to take any affirmative action in order to cause the exercise of the Option or the issuance of shares pursuant thereto or any subsequent transfer of such shares to comply with any law or regulation of any governmental or regulatory authority or stock exchange.  For purposes of this Agreement, a securities exchange or stock exchange shall include a national securities market system.

9.           Withholding.  The Optionee agrees that the Company may withhold from any sums owed to the Optionee for any reason or require payment to the Company of any or all taxes or withholding which it reasonably believes may be required by law to be paid or withheld in connection with the grant or exercise of the Option or the disposition of any shares acquired in connection therewith.  To avoid delaying the issuance of shares upon the exercise of the Option by reason of non-payment of required taxes and withholding, the Optionee should confirm the amount to be paid with the Company before delivering the Notice of Exercise to the Company.

10.           Interpretation.  Any dispute or disagreement which shall arise under this Agreement shall be determined by the Company, in its sole judgment and discretion, and such determination by the Company shall be final, binding and conclusive on all persons for all purposes.

11.           Notices.

(a)           Notice to the Company.  Notices intended for the Company shall be deemed validly given only if delivered in person to, or duly sent, postage and fees prepaid, by registered mail or national courier service addressed to the Company at its principal office and to the attention of the Controller, or to such other address or officer as the Company or its successors may hereafter designate by written notice pursuant to subparagraph (b) of this Paragraph 11.

(b)           Notice to the Optionee and Permitted Transferees.  Notices intended for the Optionee shall be deemed validly given only if delivered in person or duly sent, postage and fees prepaid, by mail or national courier service to the last known address of the Optionee as it appears on the records of the Company or to such other address as the Optionee or his permitted transferees shall designate by written notice pursuant to subparagraph (a) of this Paragraph 11.

(c)           General.  All notices shall be in writing and shall be effective at the time of delivery in person or, in the case of delivery by mail or courier service, when duly deposited in the mails or with the national courier service, postage and fees prepaid, provided however, a Notice of Exercise of Option shall be effective only upon actual receipt by the Company.

12.           Miscellaneous.  The provisions of this Agreement shall survive the exercise of the Option and the issuance of shares pursuant to such exercise.

IN WITNESS WHEREOF, The Company has caused this Agreement to be executed and its seal to be affixed hereto by its officers hereunto duly authorized, and the Optionee has signed this Agreement, as of the date first above written.

UNIGENE LABORATORIES, INC.

BY           _____________________________

         Chief Executive Officer

A T T E S T:

_______________________________

Secretary

[ S E A L ]

Agreed to and Countersigned By:

________________________________

       [Optionee]

Exhibit A

UNIGENE LABORATORIES, INC.

SUPPLEMENTAL TERMS OF STOCK OPTION AGREEMENT

Section 1.        Definitions.  As used herein, the following definitions shall apply:

1.1.           “Award” means this award of an option to purchase shares of the Company’s Common Stock (as defined below).

1.2.           “Award Agreement” means this written agreement evidencing an Award.

1.3.           “Board” means the Board of Directors of the Company.

1.4.           “Cause” means,

(a)           if the applicable Participant is party to an effective employment, consulting, severance or similar agreement with the Company or a Subsidiary, “Cause” shall have the same meaning as such term is defined therein;

(b)           if the applicable Participant is not a party to an effective employment, consulting, severance or similar agreement or if no definition of “Cause” is set forth in the applicable employment, consulting, severance or similar agreement, “Cause” shall have the same meaning as such term is defined in the applicable Award Agreement;

(c)           if neither (a) nor (b) applies, then “Cause” shall mean (i) the Participant’s willful misconduct or gross negligence in connection with the performance of the Participant’s duties for the Company or its Subsidiaries; (ii) the Participant’s conviction of, or a plea of nolo contendere to, a felony or a crime involving fraud or moral turpitude; (iii) the Participant’s engaging in any business that directly or indirectly competes with the Company or  its Subsidiaries; (iv) disclosure of trade secrets, customer lists or confidential information of the Company, its Subsidiaries or Affiliates to a competitor or unauthorized person; as determined by the Committee in its sole discretion.

1.5.           “Change in Control” means, unless otherwise determined by the Committee or provided in an Award Agreement,

(a)           the acquisition in one or more transactions by any “Person” (as such term is used for purposes of section 13(d) or section 14(d) of the 1934 Act) but excluding, for this purpose, the Company or its Subsidiaries, any Stockholder of the Company or any employee benefit plan of the Company or its Subsidiaries, of “Beneficial Ownership” (within the meaning of Rule 13d-3 under the 1934 Act) of thirty-five percent (35%) or more of the combined voting power of the Company’s then outstanding voting securities (the “Voting Securities”);

(b)           the individuals who constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that if the election, or nomination for election by the Company’s Stockholders, of any new director was approved by a vote of at least a majority of the Incumbent Board, such new director shall be considered as a member of the Incumbent Board, and provided further that any reductions in the size of the Board that are instituted voluntarily by the Incumbent Board shall not constitute a Change in Control, and after any such reduction the “Incumbent Board” shall mean the Board as so reduced;

A-1

(c)           a merger or consolidation involving the Company if the Stockholders of the Company, immediately before such merger or consolidation, do not own, directly or indirectly, immediately following such merger or consolidation, more than seventy percent (70%)of the combined voting power of the outstanding Voting Securities of the corporation resulting from such merger or consolidation;

(d)           a complete liquidation or dissolution of the Company or a sale or other disposition of all or substantially all of the assets of the Company; or

(e)           acceptance by Stockholders of the Company of shares in a share exchange if the Stockholders of the Company immediately before such share exchange, do not own, directly or indirectly, immediately following such share exchange, more than seventy percent (70%) of the combined voting power of the outstanding Voting Securities of the corporation resulting from such share exchange.

(f)           for the avoidance of doubt, the transaction consummated onSeptember 21, 2012 between the Company and Victory Park Capital, including the matters contemplated thereby, is excluded from this definition

1.6.           “Code” means the Internal Revenue Code of 1986, as amended.  A reference to any provision of the Code shall include reference to any successor provision of the Code.

1.7.           “Common Stock” means the common stock of the Company, par value $.01 per share.

1.8.           “Company” means Unigene Laboratories, Inc., a Delaware corporation, or any successor corporation.

1.9.           “Committee” means the committee of two or more directors appointed by the Board to the Company’s Compensation Committee, each of whom shall be a “non-employee director” as defined in Rule 16b-3 under the Exchange Act and an “outside director” as defined in Section 162(m) of the Code and the regulations issued thereunder.  In the absence of the appointment of any such Committee, any action permitted or required to be taken hereunder by the Committee shall be deemed to refer to the Board.

1.10.           “Disability” means a “disability” within the meaning of Section 409A of the Code and the regulations and guidance thereunder.

1.11.           “Employee” means an officer or other employee of the Company or a Subsidiary, including a director who is such an employee.

1.12.           “Exchange Act” means the Securities Exchange Act of 1934, as amended. A reference to any provision of the Exchange Act or rule promulgated under the Exchange Act shall include reference to any successor provision or rule.

1.13.           “Fair Market Value” means, on any given date (i) if Common Stock is then listed on a national stock exchange, the closing price per share of Common Stock on the exchange for such date, or if no sale was made on such date on the exchange, on the last preceding day on which a sale occurred; (ii) if Common Stock is not then listed on a national exchange, but is then quoted on NASDAQ or a similar quotation system, the closing price per share of Common Stock as quoted on NASDAQ or a similar quotation system on such date, or if no sale was made on such date on the exchange, on the last preceding day on which a sale was made; or (iii) if (i) and (ii) do not apply, such value as the Committee in its discretion may in good faith determine in accordance with Section 409A of the Code (and, with respect to Incentive Stock Options, Section 422 of the Code) and the applicable guidance thereunder.

A-2

1.14.           “Incentive Stock Option” means an Option or portion thereof intended to meet the requirements of an incentive stock option as defined in Section 422 of the Code and designated as an Incentive Stock Option.

1.15.           “Non-Employee Director” means a member of the Board who is not an Employee.

1.16.           “Non-Qualified Option” means an Option or portion thereof not intended to be an Incentive Stock Option, and designated as a Non-Qualified Option.

1.17.           “Option” means a right granted to purchase a specified number of shares of Common Stock at a specified price.  An Option may be an Incentive Option or a Non-Qualified Option.

1.18.           “Participant” means any Employee or Non-Employee Director who receives an Award.

1.19.             “Subsidiary” means any corporation, partnership, joint venture or other business entity of which 50% or more of the outstanding voting power is beneficially owned, directly or indirectly, by the Company.

1.20.           “Ten Percent Shareholder” means a person who on any given date owns, either directly or indirectly (taking into account the attribution rules contained in Section 424(d) of the Code), stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or a Subsidiary.

Section 2.        Eligibility.  Any Employee or Non-Employee Director shall be eligible to receive an Award; provided, however, that only persons who are employees of the Company or any subsidiary corporation (within the meaning of Section 424(f) of the Code) may be granted Options which are intended to qualify as Incentive Stock Options.

2.1.           Options.  Options give a Participant the right to purchase a specified number of shares of Common Stock from the Company for a specified time period at a fixed exercise price.  Options may be either Incentive Stock Options or Non-Qualified Stock Options; provided that Incentive Stock Options may not be granted to Non-Employee Directors or Consultants.  The grant of Options shall be subject to the following terms and conditions:

(a)           Exercise Price.  The price per share at which Common Stock may be purchased upon exercise of an Option shall be not less than the Fair Market Value of a share of Common Stock on the date of grant (110% of Fair Market Value in the case of an Incentive Stock Option granted to a Ten Percent Shareholder).

(b)           Term of Options.  The term of an Option shall in no event be greater than ten years (five years in the case of an Incentive Stock Option granted to a Ten Percent Shareholder).

A-3

(c)           Exercise of Option.  Each Option grant shall specify the time or times at which an Option may be exercised in whole or in part and the terms and conditions applicable thereto, including (i) a vesting schedule based upon the passage of time, (ii) whether the exercise price for an Option shall be paid in cash, with shares of Common Stock, with any combination of cash and shares of Common Stock, or with other legal consideration that the Committee may deem appropriate, (iii) the methods of payment, which may include payment by attestation of shares and through cashless exercise arrangements, to the extent permitted by applicable law, and (iv) the methods by which, or the time or times at which, Common Stock will be delivered or deemed to be delivered to Participants upon the exercise of such Option.  Payment of the exercise price shall in all events be made within three days after the date of exercise of an Option.  Unless otherwise determined by the Committee, each Option shall be exercisable for a period of 90 days following termination of employment other than for Cause and 180 days following the Participant’s death or Disability, to the extent the Option was otherwise exercisable at the time of such termination, death or Disability.  Unless otherwise determined by the Committee, for any other termination of employment, the Option shall not be exercisable following termination of employment.

(d)           Incentive Stock Options.  Each Participant awarded an Incentive Stock Option shall notify the Company in writing immediately after the date he or she makes a disqualifying disposition (as defined in Section 421(b) of the Code) of any shares of Common Stock acquired pursuant to the exercise of such Incentive Stock Option.  The Company may, if determined by the Committee and in accordance with procedures established by it, retain possession of any shares acquired pursuant to the exercise of an Incentive Stock Option as agent for the applicable Participant until the end of the period described in the preceding sentence, subject to complying with any instructions from such Participant as to the sale of such shares.

Section 3.        Exchange and Buy Out Provisions.  The Committee may at any time exchange or buy out any previously granted Award, or may provide in any Award Agreement terms and conditions under which the Participant must sell, or offer to sell, to the Company any unexercised Award, whether or not vested, or any Common Stock acquired pursuant to such Award for a payment in cash, Common Stock or other property based on such terms and conditions as the Committee shall determine and communicate to the Participant at the time that such offer is made or as may be set forth in the Award Agreement.

Section 4.        Change in Control.  Notwithstanding any provision to the contrary and unless otherwise provided in the applicable Participant’s Award Agreement, upon the occurrence of a Change in Control, the following provisions shall apply:

4.1.           Options.  Upon a Change in Control, unless otherwise provided by the Committee or in an Award Agreement, the Committee, in its discretion, may take one or more of the following actions with respect to all Options that are outstanding and unexercised as of such  Change in Control: (i) accelerate the vesting and exercisability of all such Options to the extent unvested and unexercisable, such that all outstanding Options are fully vested and exercisable, (ii) cancel all outstanding vested Options in exchange for a cash payment in an amount equal to the excess, if any, of the Fair Market Value of the Common Stock underlying the unexercised portion of the Option as of the date of the Change in Control over the exercise price of such portion, (iii) terminate all Options immediately prior to the Change in Control, provided that the Company provide the Optionee an opportunity to exercise the Option within a specified period following the Optionee’s receipt of a written notice of such Change in Control and of the Company’s intention to terminate the Option prior to such Change in Control, or (iv) require the successor corporation, following a Change in Control if the Company does not survive such Change in Control, to assume all outstanding Options and to substitute such Options with awards involving the common stock of such successor corporation on terms and conditions necessary to preserve the rights of Optionees Grantees with respect to such Options.

A-4

4.2.           Committee Authority.  The judgment of the Committee with respect to any matter referred to in this Section 9 shall be conclusive and binding upon each Participant.

Section 5.        Adjustments upon Changes in Capitalization.

5.1.           In the event that the Committee shall determine that any stock dividend, recapitalization, forward split or reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase or share exchange, extraordinary or unusual cash distribution or other similar corporate transaction or event, affects the Common Stock such that an adjustment is appropriate in order to prevent dilution or enlargement of the rights of Participants, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number and kind of shares of Common Stock which may thereafter be issued in connection with Awards, (ii) the number and kind of shares of Common Stock issuable in respect of outstanding Awards, and (iii) the exercise or grant price relating to any Award or, if deemed appropriate, make provision for a cash payment with respect to any outstanding Award.

Section 6.        Termination and Amendment.

Section 7.       No Right to Award, Employment or Service.  No Participant shall have any claim to be granted any award, and there is no obligation that the terms of Awards be uniform or consistent among Participants.  No action taken hereunder shall be construed as giving any Employee any right to be retained in the employ of the Company or any Subsidiary.  Transfer of employment between the Company and its Subsidiaries and affiliates shall not be deemed a termination of employment.

Section 8.        Taxes.  Each Participant must make appropriate arrangement for the payment of any taxes relating to an Award granted hereunder.  The Company or any Subsidiary is authorized to withhold from any payment relating to an Award, including from a distribution of Common Stock or any payroll or other payment to a Participant amounts of withholding and other taxes due in connection with any transaction involving an Award, and to take such other action as the Committee may deem advisable to enable the Company and Participants to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any Award.  This authority shall include the ability to withhold or receive Common Stock or other property and to make cash payments in respect thereof in satisfaction of a Participant’s tax obligations.  Withholding of taxes in the form of shares of Common Stock from the profit attributable to the Award shall not occur at a rate that exceeds the minimum required statutory federal and state withholding rates.

Section 9.        Limits on Transferability; Beneficiaries.  No Award or other right or interest of a Participant shall be pledged, encumbered, or hypothecated to, or in favor of, or subject to any lien, obligation, or liability of such Participant to, any party, other than the Company, any Subsidiary or affiliate, or assigned or transferred by such Participant otherwise than by will or the laws of descent and distribution, and such Awards and rights shall be exercisable during the lifetime of the Participant only by the Participant or his or her guardian or legal representative.  Notwithstanding the foregoing, the Committee may, in its discretion, provide that Awards (other than Incentive Stock Options) or other rights or interests of a Participant 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 partners.  The Committee may attach to such transferability feature such terms and conditions as it deems advisable.  In addition, a Participant may, in the manner established by the Committee, designate a beneficiary (which may be a person or a trust) to exercise the rights of the Participant, and to receive any distribution, with respect to any Award upon the death of the Participant.  A beneficiary, guardian, legal representative or other person claiming any rights from or through any Participant shall be subject to all terms and conditions of the Award Agreement applicable to such Participant, except as otherwise determined by the Committee, and to any additional restrictions deemed necessary or appropriate by the Committee.

A-5

Section 10.      Securities Law Requirements.

10.1.           No shares of Common Stock may be issued hereunder if the Company shall at any time determine that (i) the listing upon any securities exchange, registration or qualification under any state or federal law of any Common Stock otherwise issuable pursuant an Award granted hereunder, or (ii) the consent or approval of any regulatory body or the satisfaction of withholding tax or other withholding liabilities, is necessary or appropriate in connection with such issuance.  In any of the events referred to in clause (i) or clause (ii) above, the issuance of such shares shall be suspended and shall not be effective unless and until such withholding, listing, registration, qualifications or approval shall have been effected or obtained free of any conditions not acceptable to the Company in its sole discretion, notwithstanding any termination of any Award or any portion of any Award during the period when issuance has been suspended.

10.2.           The Committee may require, as a condition to the issuance of shares hereunder, representations, warranties and agreements to the effect that such shares are being purchased or acquired by the Participant for investment only and without any present intention to sell or otherwise distribute such shares and that the Participant will not dispose of such shares in transactions which, in the opinion of counsel to the Company, would violate the registration provisions of the Securities Act of 1933, as then amended, and the rules and regulations thereunder.  The certificates issued to evidence such shares shall bear appropriate legends summarizing such restrictions on the disposition thereof.

Section 11.      Fractional Shares.  The Company will not be required to issue any fractional shares of Common Stock.  The Committee may provide for the elimination of fractions and settlement of such fractional shares of Common Stock in cash.

Section 12.      Discretion.  In exercising, or declining to exercise, any grant of authority or discretion hereunder, the Committee may consider or ignore such factors or circumstances and may accord such weight to such factors and circumstances as the Committee alone and in its sole judgment deems appropriate and without regard to the effect such exercise, or declining to exercise such grant of authority or discretion, would have upon the affected Participant, any other Participant, any employee, the Company, any Subsidiary, any affiliate, any stockholder or any other person.

Section 13.       Governing Law.  The validity and construction of the Award Agreements shall be construed and enforced in accordance with the laws of the State of Delaware, but without giving effect to the choice of law principles thereof.

A-6

Exhibit B

NOTICE OF EXERCISE OF STOCK OPTION

________________________

(Date)

Unigene Laboratories, Inc.

81 Fulton Street

Boonton, NJ  07005

Attention:                         Human Resources

I hereby exercise the ______________________installment(s) of my stock option to the extent of ___________shares of the Common Stock of Unigene Laboratories, Inc. (the “Company”).  I enclose herewith my check to the order of the Company for $__________, which is the total option price for said shares, together with my further check in the sum of $__________representing taxes and withholding payable by me in connection with this exercise of the Option.

I expressly agree to remain liable for and to pay for any underpayment or additional payment of taxes and withholding payable by me in connection with the exercise of the Option or the subsequent transfer of shares issued to me upon exercise of the Option and authorize you, at your sole option, to deduct any or all of such amounts from any sums owed or hereafter owing to me by the Company.

Please deliver the stock certificate(s) therefore to me at the following address:

__________________________________________________________________________________________________________________________________.

I also acknowledge that you have advised me to consult my tax advisor with respect to the tax treatment on the grant or exercise of the Option and disposition of these shares, including, but not limited to, the holding period requirements hereof, if any.

I acknowledge that if I am an officer or director or other “affiliate” of the Company at the time of the grant of the Option or become such at any time thereafter, I should consult a securities law advisor.  In particular, you have advised me that:

(a) if I dispose of any of the shares acquired upon the exercise of the Option within six (6) months from the date of grant, the grant itself may not be exempt from Rule 16 (b) of the Exchange Act of 1934, as amended; and

B-1

(b) notwithstanding that there may be a Registration Statement with respect to the issuance of the shares to me upon the exercise of the Option, as an “affiliate” of the Company, these shares are restricted stock and the stock certificate(s) to be issued to me representing said shares shall bear appropriate legends in accordance with the applicable laws including the following legend:

“The shares represented hereby have not been registered under the United States Securities Act of 1933, as amended, and may not be sold, transferred, assigned, pledged, or hypothecated absent an effective registration thereof under such Act or compliance with Rule 144 promulgated under such Act, or unless the Company has received an opinion of counsel, satisfactory to the Company and its counsel, that such registration is not required.”

Very truly yours,

___________________________________

(Signature of Optionee)

___________________________________

(Print Name of Optionee Here)

___________________________________

(Address of Optionee)

___________________________________

(Social Security Number)

B-2

EX-10.3

Exhibit 10.3

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (“Agreement”), dated as of September 27, 2012, is entered into by and between Unigene Laboratories, Inc., a Delaware corporation (the “Company”), and Brian Zietsman (the “Executive”).

WITNESSETH:

WHEREAS, the Company desires to employ the Executive and to enter into this Agreement embodying the terms of such employment; and

WHEREAS, the Executive desires to enter into this Agreement and to accept such employment, subject to the terms and provisions of this Agreement;

NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:

1.           Engagement.  The Company hereby employs the Executive as its Chief Financial Officer and the Executive hereby accepts such employment, on the terms and conditions hereinafter set forth.

2.           Term of Employment.  The Company shall employ Executive full time effective September 27, 2012 (“Effective Date”), until such time as the employment is terminated pursuant to Section 9, 10, 11 or 12 of this Agreement (the “Term”).

3.           Duties.  During the Term of this Agreement, the Executive shall serve as the Company’s Chief Financial Officer and shall have such duties and responsibilities as are set forth in the Company’s Bylaws and such other responsibilities as may be reasonably assigned to him from time to time by the Chief Executive Officer or the Board of Directors of the Company (the “Board of Directors”).  The Executive shall use his best efforts to perform, and shall act in good faith in performing, all duties required to be performed by him under this Agreement.

4.           Availability.  During the Term of this Agreement, the Executive shall not be engaged in any other business activity, with or without compensation, that would interfere with the performance of his duties to the Company without the express written approval of the Board of Directors, except that, without such written approval, (a) but with the written approval of Chief Executive Officer the Executive may engage in a reasonable level of professional activities such as are typical for individuals of a comparable professional stature provided such activities do not provide any compensation to Executive and with the written approval of the Chief Executive Officer the Executive may serve on a board of directors or advisory board of a non-competitive company (including spending a full day per month if Executive deems it appropriate in connection with such board’s activities). Executive represents and warrants that the activities he may perform pursuant to subsection (b) of the preceding sentence, at all times during the Term of this Agreement, shall not materially interfere with Executive’s obligations to the Company and his Company job responsibilities, shall not give rise to a conflict of interest with Executive’s position and duties at Company, and shall not cause Executive to render assistance to any entity that engages in any activities competitive to those of the Company.

5.           Business Expenses.  The Company shall reimburse the Executive promptly (but in no event by later than the last day of the year following the year in which the underlying expense was incurred), upon prompt presentation by the Executive of itemized vouchers, for all ordinary and necessary business expenses incurred by the Executive in the performance of his duties hereunder.

6.           Compensation.  As compensation for the services to be rendered hereunder, the Company agrees as follows:

(a)        during the Term of this Agreement, to pay the Executive an annual salary of $250,000 (“Base Salary”), payable in accordance with the Company’s payroll procedures. Notwithstanding the foregoing, Executive agrees that during the first 12 months, $25,000 of Executive’s Base Salary will be paid in stock options, issued on the Effective Date of this agreement, under the Company’s current stock option plan. The stock options will fully vest in one year.   The Company may review the Base Salary on an annual basis and may adjust the Base Salary by such amount as the Company, in its sole discretion, shall deem appropriate; provided the Company’s Chief Executive Officer shall meet with the Executive at least once per year in January to review the Executive’s Base Salary and other compensation levels for the upcoming year.  The term “Base Salary” as used in this Agreement shall refer to the Base Salary as it may be so adjusted.

(b)        to permit Executive to participate in such employee benefit plans as are made available by the Company to its employees generally.  The Executive acknowledges that salary and all other compensation payable under this Agreement shall be subject to withholding for income and other applicable taxes to the extent required by law.

(c)        for each calendar year during which Executive is employed by the Company, Executive will be eligible to receive an annual bonus based on the achievement of Company-wide and individual objectives (the “Annual Bonus”).

7.           Ownership of Intellectual Property.  All rights, title and interest of every kind and nature whatsoever in and to discoveries, inventions, improvements, patents (and applications therefor), copyrights, ideas, know-how, notes, creations, properties and all other proprietary rights arising from, or in any way related to, the Executive’s employment hereunder shall become and remain the exclusive property of the Company, and the Executive shall have no interest therein.  Executive agrees that during the Term of this Agreement and thereafter, at Company’s request and expense, Executive will assist Company or its designee to vest Company with such full and exclusive right, title and interest.

Page 2 of 9

8.           Trade Secrets and Confidential Information.  The Executive covenants and agrees with the Company that he will not, during the Term of this Agreement or thereafter, disclose to anyone (except to the extent reasonably necessary for the Executive to perform his duties hereunder or as may be required by law) any confidential information concerning the business or affairs of the Company (or of any affiliate or subsidiary of the Company), including but not limited to lists of customers, business plans, financial or cost information, and confidential scientific and clinical information (whether of the Company or entrusted to the Company by a third party under a confidentiality agreement or understanding), which the Executive shall have acquired in the course of, or incident to, the performance of his duties pursuant to the terms of this Agreement or pursuant to his prior employment by or relationship with the Company (or any affiliate or subsidiary of the Company).  In the event of a breach or threatened breach by the Executive of the provisions of this Section 8, the Company, without being required to post a bond, shall be entitled to seek an injunction restraining the Executive from disclosing, in whole or in part, such information or from rendering any services to any person, firm, corporation, association or other entity to whom such information has been disclosed or is threatened to be disclosed.  Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to the Company for such breach or threatened breach, including the recovery of damages from the Executive. Nothing herein shall be construed as prohibiting the Executive from disclosing to anyone any information which is, or which becomes, available to the public (other than by reason of a violation of this Section 8) or which is a matter of general business knowledge or experience.  Where disclosure of such confidential information is required by law, Executive agrees to use his best efforts to notify, consult, and cooperate with Company prior to such disclosure.

9.           Termination For Cause.  The Company may terminate the employment of the Executive for Cause in the event that any of the following events have occurred or presently exist:  (1) Executive’s  material and intentional dishonesty or disloyalty in the conduct of Company business, which includes without limitation any misuse or misappropriation of Company’s assets, or other misconduct, which includes without limitation any conduct on the part of Executive  that is intended to or likely to injure the business of Company in a material way; (2) Executive’s conviction for any felony or other crime involving moral turpitude as determined solely by Company, whether or not relating to Executive’s employment; (3) Executive’s habitual insobriety or Executive’s use of  illegal drugs,  illegal chemicals, or controlled substances either (A) in the course of performing Executive’s duties and responsibilities under this Agreement or (B) otherwise  materially affecting the ability of Executive to perform the same; (4) Executive’s failure to comply with a lawful written direction of the Company’s Chief Executive Officer or Board of Directors after being notified in writing by the Chief Executive Officer or Board of Directors that such failure will result in Termination for Cause or (5) any wanton, willful, or intentional dereliction of duties by Executive.  If the employment of the Executive under this Agreement is terminated under this Section 9, the Company shall be relieved of all further obligations under this Agreement, except for the payment of accrued salary and reimbursement under Section 5 for reimbursable expenses incurred prior to termination. Notwithstanding such termination of employment, the Executive shall continue to be bound by the provisions in Sections 7, 8, and 13.

10.         Termination Without Cause by the Company or for Good Reason by the Executive.  The Company may terminate the employment of the Executive for any reason other than “Cause” (as defined in Section 9) at any time, subject to compliance with this Section 10.

Page 3 of 9

(a)         In the event the Executive’s employment is terminated by the Company for any reason other than Cause, except as otherwise provided in Section 11 or Section 12 of this Agreement, or is terminated by the Executive for Good Reason (as defined below) the Executive shall be entitled to: (a) a severance payment equal to four (4) months of Executive’s Base Salary, which severance payment will be paid in accordance with the Company’s regular payroll cycle as such may be amended from time to time, (b) payment of the applicable premiums for coverage of Executive and his family under the Company’s health plans for a period of four (4) months following the termination of employment, provided that Executive timely and properly elects continuation coverage under the aforementioned plans pursuant to the provisions of COBRA and remains eligible for such coverage, and (c) immediate vesting of one-third of all unvested stock options and all of Executive’s vested stock options will be exercisable by Executive until the earlier of (i) three (3) years following the date of Executive’s termination of employment or (ii) ten (10) years following the grant date of such stock options.The benefits provided in this section, to which Executive would not otherwise be entitled, are contingent and conditioned upon Executive’s execution and the subsequent passage of seven (7) days following such execution without Executive rescinding of a general release of all claims against the Company and all related entities or persons, in a form satisfactory to Company and consistent with the termination provisions of this Agreement, within sixty (60) days of the termination of Executive’s employment, provided the Company furnishes such release no later than five (5) business days following Executive’s final day of employment.  This severance benefit will commence as soon as permissible following the execution of such release if one is provided no later than five (5) days following Executive’s final day of employment, or as soon as permissible following the final day of employment in the absence of such a release if none is provided in such time frame.

(b)        For the purpose of this Agreement, “Good Reason” shall mean, without Executive’s advance, written permission, (i) Company’s failure to continue to employ Executive as the Chief Financial Officer of the Company, (ii) a material diminution of Executive’s salary and benefits in the aggregate, or (iii) a relocation of Executive’s regular work location of more than seventy-five (75) miles from Executive’s regular work location immediately prior to the relocation.  Notwithstanding the foregoing, Executive shall not be entitled to terminate his employment for Good Reason unless he has notified Company in writing, within thirty (30) days of the event giving rise to the Good Reason of his intent to terminate his employment for Good Reason and, if curable, the Company fails to cure such Good Reason within ten (10) days of receiving such written notice and such termination occurs within one hundred (100) days of the event giving rise to the Good Reason.

(c)        Termination of employment under this Section 10 shall not terminate the Executive’s obligations under Sections 7, 8, or 13.

11.        Change in Control.  In the event the Executive’s employment is terminated by the Company within six (6) months following a Change in Control for any reason other than cause, except as other provided in Section 12 of the Agreement, the Executive shall be entitled to (a) a severance payment equal to four (4) months of Executive’s Base Salary(b) payment of the applicable premiums for coverage of Executive and his family under the Company’s health plans for a period of four (4) months following the termination of employment, provided that Executive timely and properly elects continuation coverage under the aforementioned plans pursuant to the provisions of COBRA and remains eligible for such coverage, and (c) immediate vesting of one-third of all unvested stock options and all of Executive’s vested stock options will be exercisable by Executive until the earlier of (i) three (3) years following the date of Executive’s termination of employment or (ii) ten (10) years following the grant date of such stock options.  The benefits provided in this section, to which Executive would not otherwise be entitled, are contingent and conditioned upon Executive’s execution and the subsequent passage of seven (7) days following such execution without Executive rescinding of a general release of all claims against the Company and all related entities or persons, in a form satisfactory to Company and consistent with the termination provisions of this Agreement, within sixty (60) days of the termination of Executive’s employment, provided the Company furnishes such release no later than five (5) business days following Executive’s final day of employment.  This severance benefit will commence as soon as permissible following the execution of such release if one is provided no later than five (5) days following Executive’s final day of employment, or as soon as permissible following the final day of employment in the absence of such a release if none is provided in such time frame.

Page 4 of 9

(a)        For the purpose of this Agreement, a “Change in Control” shall have occurred if:

(1)           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% of, respectively, 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 of Control;

(2)           individuals who, as of the Effective Date, constitute the Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors, provided that any individual becoming a director subsequent to the Effective Date 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

(3)           the stockholders of the Company approve (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% of, respectively, 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.

Page 5 of 9

12.           Voluntary Resignation; Disability; Death.

(a)           The Executive may voluntarily terminate the Executive’s employment with the Company by providing the Company with sixty (60) days advance written notice of the Executive’s resignation.  In the case of Executive’s resignation pursuant to this Section, the Company will pay the Executive all compensation and benefits accrued but unpaid up to the date of termination, but the Executive will be entitled to no additional compensation or benefits.  At the Company’s sole option, the Company may choose to relieve the Executive of the Executive’s duties for some or all of the sixty (60) day notice period provided for in this Section, in which case the Company will continue to pay/provide the Executive’s regular compensation and benefits during the notice period.  Should the Company choose to relieve the Executive of the Executive’s duties during the sixty (60) day notice period, the Executive will not be entitled to payments or benefits provided in Section 10.  Termination of employment under this Section shall not terminate the Executive’s obligations under Sections 7, 8, or 13.

(b)           Disability.  If the Executive becomes disabled such that the Executive is unable to perform the essential functions of the Executive’s position for more than one hundred eighty (180) days (whether consecutive or not) in any twelve (12) month period, the Company has the right to terminate the Executive’s employment without further liability upon notice to the Executive.  In the case of a termination for Disability, the Company will pay the Executive all compensation and benefits accrued but unpaid up to the date of termination. The Executive will be entitled to no additional compensation or benefits from the Company except as set forth in this Section 12(b) and except for any benefits that may be available pursuant to any group benefit plan or policy in effect at the Company.  Termination of employment under this Section shall not terminate the Executive’s obligations under Sections 7, 8, or 13.

(c)           Death.  In the event of the death of the Executive, this Agreement automatically terminates, and any obligation to continue to pay compensation and benefits ceases as of the date of the Executive’s death.  The Executive’s estate will be entitled to no additional compensation or benefits from the Company except as set forth in this Section 12(c) and except for any benefits that may be available pursuant to any group benefit plan or policy in effect at the Company.

13.           Non-Disparagement.  While the Executive is employed by the Company and thereafter, neither Executive, nor any person acting on behalf of Executive, shall disparage or cause to be disparaged in any forum or through any medium of communication, whether directly or indirectly, Company or any of its directors, officers, managers, or employees in any forum or through any medium of communication.

14.           Return of Company Property.  In the event of the termination of Executive’s employment with Company for any reason, Executive agrees to return to Company, and not retain, all of its property, including documents, data, and equipment (and any copies thereof) of any nature and in whatever medium.

Page 6 of 9

15.           Cooperation Following Termination.  Executive agrees that, following termination of his employment for any reason, he will cooperate fully with Company in all matters relating to the completion of his pending work on behalf of Company and the orderly transition of such work to such other employees or other persons as Company may designate.  Executive further agrees that following termination of his employment he will cooperate fully with Company as to any and all claims, controversies, disputes, or complaints of which he has any knowledge or that may relate to him or his employment with Company, unless he is an adverse party or potentially an adverse party.  Such cooperation includes but is not limited to providing Company with all information known to him related to such claims, controversies, disputes, or complaints and appearing and giving testimony in any forum.

16.           Compliance with Code Section 409A.

(a)           Notwithstanding anything to the contrary in this Agreement, no portion of the severance payments under Section 10 or 11 will be payable until Executive has a “separation from service” from the Company within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

(b)           Further, if upon Executive’s separation from service, Executive is a “specified employee” (within the meaning of Code Section 409A and the regulations thereunder) of Company, and if any severance 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 Executive’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.  Each applicable severance payment hereunder is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations.

(c)           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 payments will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply or be exempt.  Executive 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 Executive under Section 409A.  In no event will the Company reimburse Executive for any taxes that may be imposed on Executive as a result of Section 409A.

17.           Capacity.  The Executive represents and warrants to the Company that he is not now under any obligation, of a contractual nature or otherwise, to any person, firm, corporation, association or other entity that is inconsistent or in conflict with this Agreement or that would prevent, limit or impair in any way the performance by him of his obligations hereunder.

18.           Waiver.  No act, delay, omission or course of dealing on the part of any party hereto in exercising any right, power or remedy hereunder shall operate as, or be construed as, a waiver thereof or otherwise prejudice such party’s rights, powers and remedies under this Agreement.

Page 7 of 9

19.           Governing Law.  This Agreement shall be interpreted and construed under the laws of the State of New Jersey without regard to principles of conflicts of law.

20.           Arbitration.  The Executive agrees to submit to binding arbitration all claims arising out of his employment with the Company and/or this Agreement, including all claims under federal law (including but not limited to Title VII of the Civil Rights Act of 1964 as amended) as well as all claims under state law (including but not limited to claims under the New Jersey Law Against Discrimination and New Jersey Conscientious Employee Protection Act).  This arbitration shall take place in New Jersey, under the then prevailing rules of the American Arbitration Association.  Notwithstanding anything to the contrary, claims under Section 8 of this Agreement need not be submitted to arbitration and may be filed in any court of competent jurisdiction in New Jersey.

21.           Assignability.  The rights and obligations contained herein shall be binding on and inure to the benefit of the successors and assigns of the Company.  The Company, but not Executive, may assign its rights or obligations under this Agreement.

22.           Completeness.  This Agreement sets forth all, and is intended by each party to be an integration of all, of the promises, agreements and understandings between the parties hereto with respect to the subject matter hereof.

23.           Modification.  This Agreement may not be modified, altered, or amended except by a writing signed by all parties.

24.           Counterparts.  This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one agreement binding on the parties hereto.

25.           Severability.  Each provision of this Agreement shall be considered severable and if for any reason any provision that is not essential to the effectuation of the basic purpose of the Agreement is determined to be invalid or contrary to any existing or future law, such provision shall be deemed to be omitted from this Agreement and such invalidity shall not impair the operation of or affect those provisions of this Agreement that are valid.

26.           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.

27.           Survival of Terms.  If this Agreement is terminated for any reason, the provisions of Sections 7, 8, and 13 shall survive, and the Executive and the Company, as the case may be, shall continue to be bound by the terms thereof to the extent provided therein.

Page 8 of 9

IN WITNESS WHEREOF, the parties hereto have freely and voluntarily executed this Agreement on the day and year first above written.

	UNIGENE LABORATORIES, INC.
/s/ Brian Zietsman	/s/ Ashleigh Palmer
Brian Zietsman	By:  Ashleigh Palmer
	Title:  Chief Executive Officer

Page 9 of 9

EX-10.4

Exhibit 10.4

UNIGENE LABORATORIES, INC.

FORM OF STOCK OPTION AGREEMENT

AGREEMENT dated as of September 27, 2012 between UNIGENE LABORATORIES, INC., a Delaware corporation, with principal offices at 81 Fulton Street, Boonton, NJ 07005 (the “Company”), and Brian Zietsman, (the “Optionee”).

W I T N E S S E T H :

WHEREAS, the Company has granted to the Optionee a non-qualified stock option to purchase shares of the Company’s Common Stock having a par value of $.01 per share (“Common Stock”), which was approved by the Board of Directors of the Company on September 20, 2012.  In the event the Company obtains shareholder approval within one year of the date of grant, the stock option shall be issued as an Incentive Stock Option to the extent permitted by applicable law.

NOW, THEREFORE, to evidence the stock option so granted, the Company and the Optionee hereby agree as follows:

1.         Confirmation of Grant; Option Price.           The Company hereby evidences and confirms its grant to the Optionee, effective September 27, 2012 (“date of grant”), of a non qualified stock option (the “Option”) to purchase a total of 250,000 shares of Common Stock at an option price of $0.10 per share, exercisable as hereinafter set forth.  The Option shall be subject to the terms and conditions of this Agreement including the Supplemental Terms to Stock Option Agreement in the form of Exhibit A, a copy of which is annexed hereto.

2.         Vesting; Expiration Date.

The Option is exercisable in full on September 27, 2013.

Subject to the provisions of this Agreement and Exhibit A, the Option may be exercised in whole or in part, on a cumulative basis, on or after the date when it becomes exercisable as set forth above, but no later than the expiration date of the Option or earlier termination date as hereinafter set forth.

This Option expires at midnight (New York Time) on September 26, 2022 (“Termination Date”) (being ten (10) years from the date of grant of this Option), unless sooner terminated as provided in this Agreement or Exhibit A.

3.         Death of Optionee or Other Termination of Employment.

(a)Provided that the Option has not theretofore expired, the Option shall terminate upon termination of the Optionee’s employment with the Company, whether by death or otherwise, and no shares of Common Stock may thereafter be purchased pursuant to such Option, except that:

(i)Upon termination of employment (other than by death or for Cause), the Optionee may, within three (3) months after the date of termination of employment, purchase all or any part of the shares of Common Stock which such Optionee was entitled to purchase under the Option on the date of termination of employment.

(ii)Upon the death of any Optionee while employed by the Company or within the three (3) month period referred to in Paragraph 3(a)(i) above, the Optionee’s estate or the person to whom the Optionee’s rights under the Option are transferred by Will or the laws of descent and distribution may, within one hundred eighty (180) days after the date of the Optionee’s death, purchase all or any part of the shares of Common Stock which the Optionee was entitled to purchase under the Option on the date of death.

Nothing in this Paragraph 3 shall authorize the exercise of the Option after the expiration of the exercise period herein provided, nor later than ten (10) years after the date of grant.

(iii)If the employment of the Optionee by the Company terminates by reason of discharge for Cause, the Option shall terminate upon the giving of notice of termination to the Optionee or on the termination date stated in the Option, whichever is earlier.  The term Cause shall mean discharge from employment because of fraud, disclosure of trade secrets, activities in competition with the business of the Company, misappropriation of assets of the Company, intentional acts materially harmful to the Company or its business, or conviction of a crime involving moral turpitude.

(b)Anything hereinabove to the contrary notwithstanding, the Option may be terminated sooner than hereinabove provided, in accordance with other provisions of this Agreement or Exhibit A..

(c)       Whether the Optionee’s absence from employment by reason of illness or military or government service shall constitute termination of employment for the purposes of this Option shall be determined by the Board or the Committee in accordance with the Company’s applicable policies.

(d)       The grant of this Option shall not be deemed to confer upon the Optionee the right to continued employment by the Company.

4.         Notice of and Requirements With Respect to Exercise.

(a)        The Option shall be exercised only by written Notice of Exercise delivered to the Company, signed by the Optionee or, in the event of the Optionee’s death or incompetence, by the person or persons entitled to exercise the same under Paragraph 5 hereof, specifying the number of shares in respect of which the Option is being exercised. The Option shall be exercised only with respect to whole shares and no fractional shares will be issued. Such Notice of Exercise shall be in the form annexed hereto as Exhibit B, subject to such changes as may be prescribed from time to time and communicated to the Optionee.  The exercise of the Option shall not be deemed to be complete until full compliance with subparagraphs (a), (b), (c) and (d) of the Paragraph 4 and the Company shall have no obligation to issue any shares in the absence of such compliance.

(b)        Due exercise of the Option is conditioned upon the payment in full of the option price of the shares with respect to which the Option is exercised and any applicable taxes and withholding, and such payment shall accompany the Notice of Exercise.

(c)         In the event of the exercise of the Option by the person or persons entitled to exercise the same upon the death or incompetence of the Optionee as provided in Paragraph 5  hereof, the Notice of exercise shall be accompanied by a certified copy of the Optionee’s last will and testament, if any, with proof of admission to probate, proof of appointment of the committee for an incompetent Optionee, current letters testamentary or letters of administration, necessary estate tax waivers, and any other proof as counsel to the Company may reasonably request as to the right of such person or persons to exercise the Option and as to compliance with estate and inheritance tax laws.

(d)       The Optionee agrees that at the time of exercise of the Option, the Optionee or, in the event of the Optionee’s death or incompetence, the person exercising the Option pursuant to Paragraph 5 hereof, shall, in writing, make such investment representation and agreement restricting the transfer of the shares issued to the Optionee or to such person, as the Company shall,  from time to time on advice of counsel, deem necessary or advisable to comply with the provisions of Paragraph 8 hereof and with the Securities Act of 1933, as amended  (“Act”), or any Blue Sky Law or similar law, rule or regulation of any jurisdiction.  Such investment representation and agreement may, at the option of the Company, be incorporated in the form of Notice of Exercise of the Option.  The Optionee agrees that if the Company, on advice of counsel, shall deem it necessary or advisable, the stock certificates representing such shares and any shares issued with respect thereto, shall bear legends in such form and substance as the Company may determine, from time to time, relating to any such representation and agreement and any restrictions on transfer under the Act, or other applicable law and that they will, promptly after demand by the Company, deliver to the Company for endorsement of such legends, all stock certificates representing such shares.

5.           Non-Transferability of and Persons Entitled to Exercise the Option.  The Option is not assignable or transferable by the Optionee otherwise than by will or the laws of descent and distribution and any attempted transfer in violation of this provision shall be void.  During the lifetime of the Optionee, the Option shall be exercisable only by the Optionee or the duly appointed committee of an incompetent Optionee.  After the Optionee’s death, the Option shall be exercisable only by the Optionee’s personal representatives or the person or persons to whom the right to exercise the same shall pass by will or the laws of descent and distribution.  This Agreement shall in all respects be binding upon such transferees.

6.           Rights as a Stockholder.  Neither the Optionee nor any other person shall have any rights as a stockholder with respect to any share covered by this Option unless and until they shall have become the holder of record of such shares.

7.           Adjustments, Termination and Acceleration of Options in Certain Events.  To the extent deemed equitable and appropriate by the Board or the Committee, in its sole discretion, the number, price and class of shares covered by the Option shall be appropriately adjusted to reflect any stock dividend, stock split or share combination of the Common Stock or any recapitalization of the Company, spin-off, split-up, rights offering, and any merger or consolidation, reorganization, exchange of shares, or other change in the corporate structure (“corporate change”), liquidation or dissolution.  The Option may pertain to the securities and other property which holders of Common Stock would be entitled to receive in connection with such event.  Notwithstanding the foregoing, and unless the acquiring, surviving or continuing corporation agrees in writing to assume the obligations under the Option, in the event of a dissolution or liquidation of the Company, or a transfer of all or substantially all of its assets, or a merger or consolidation, or corporate change, the Board or the Committee may, in its sole discretion, terminate the Option as of the effective date of such event or accelerate the date when any or all installments of the Option shall become exercisable.  Options granted need not be treated identically by the Board or the Committee with respect to termination, acceleration or assumption.  All decisions of the Board or the Committee hereunder shall be final and binding upon the Optionee.

8.           Restrictions on Exercise and Transfer.   Notwithstanding any of the other provisions of this Agreement, the Optionee agrees that the Option shall not be exercisable and the shares issued pursuant to the exercise of the Option shall not be issued to the Optionee or thereafter transferred by the Optionee (a) if the Board or the Committee determines that the exercise of the Option or the issuance by the Company of shares pursuant to such exercise or the subsequent transfer of the shares issued upon the exercise of such Option would constitute a violation by the Optionee or by the Company of any provisions of any law, rule or regulation of any governmental or regulatory body or stock exchange or (b) if the Board or the Committee, on advice of counsel, shall determine such exercise, issuance or transfer to be undesirable prior to registration of such shares for issuance and/or resale under the Act, and/or listing of such shares with a securities exchange and/or receipt of the consent or approval of any governmental or regulatory body or stock exchange, as the case may be.  In no event shall the Company be obligated to issue or transfer any shares upon the exercise of any Option or upon subsequent transfer of such shares unless a registration statement under the Act is then in effect and current with respect to the issue or transfer of such shares or the Company, on advice of counsel, determines that exemption from registration under the Act is then available.  Any determination made in good faith by the Company in this connection shall be final, binding and conclusive on all persons whomsoever for all purposes.  The Company shall have no obligation to register the shares issuable upon exercise of the Option under the Act or to list such shares on any stock exchange or to continue such registration or listing.  The Company shall in no event be obligated to take any affirmative action in order to cause the exercise of the Option or the issuance of shares pursuant thereto or any subsequent transfer of such shares to comply with any law or regulation of any governmental or regulatory authority or stock exchange.  For purposes of this Agreement, a securities exchange or stock exchange shall include a national securities market system.

9.           Withholding.  The Optionee agrees that the Company may withhold from any sums owed to the Optionee for any reason or require payment to the Company of any or all taxes or withholding which it reasonably believes may be required by law to be paid or withheld in connection with the grant or exercise of the Option or the disposition of any shares acquired in connection therewith.  To avoid delaying the issuance of shares upon the exercise of the Option by reason of non-payment of required taxes and withholding, the Optionee should confirm the amount to be paid with the Company before delivering the Notice of Exercise to the Company.

10.           Interpretation.  Any dispute or disagreement which shall arise under this Agreement shall be determined by the Company, in its sole judgment and discretion, and such determination by the Company shall be final, binding and conclusive on all persons for all purposes.

11.           Notices.

(a)           Notice to the Company.  Notices intended for the Company shall be deemed validly given only if delivered in person to, or duly sent, postage and fees prepaid, by registered mail or national courier service addressed to the Company at its principal office and to the attention of the Controller, or to such other address or officer as the Company or its successors may hereafter designate by written notice pursuant to subparagraph (b) of this Paragraph 11.

(b)           Notice to the Optionee and Permitted Transferees.  Notices intended for the Optionee shall be deemed validly given only if delivered in person or duly sent, postage and fees prepaid, by mail or national courier service to the last known address of the Optionee as it appears on the records of the Company or to such other address as the Optionee or his permitted transferees shall designate by written notice pursuant to subparagraph (a) of this Paragraph 11.

(c)           General.  All notices shall be in writing and shall be effective at the time of delivery in person or, in the case of delivery by mail or courier service, when duly deposited in the mails or with the national courier service, postage and fees prepaid, provided however, a Notice of Exercise of Option shall be effective only upon actual receipt by the Company.

12.           Miscellaneous.  The provisions of this Agreement shall survive the exercise of the Option and the issuance of shares pursuant to such exercise.

IN WITNESS WHEREOF, The Company has caused this Agreement to be executed and its seal to be affixed hereto by its officers hereunto duly authorized, and the Optionee has signed this Agreement, as of the date first above written.

	UNIGENE LABORATORIES, INC.
BY	/s/ Ashleigh Palmer
	Chief Executive Officer

A T T E S T:

/s/ Gregory Mayes

Secretary

[ S E A L ]

Agreed to and Countersigned By:

/s/ Brian Zietsman

[Optionee]

Exhibit A

UNIGENE LABORATORIES, INC.

SUPPLEMENTAL TERMS OF STOCK OPTION AGREEMENT

Section 1.     Definitions.  As used herein, the following definitions shall apply:

1.1.           “Award” means this award of an option to purchase shares of the Company’s Common Stock (as defined below).

1.2.           “Award Agreement” means this written agreement evidencing an Award.

1.3.           “Board” means the Board of Directors of the Company.

1.4.           “Cause” means,

(a)           if the applicable Participant is party to an effective employment, consulting, severance or similar agreement with the Company or a Subsidiary, “Cause” shall have the same meaning as such term is defined therein;

(b)           if the applicable Participant is not a party to an effective employment, consulting, severance or similar agreement or if no definition of “Cause” is set forth in the applicable employment, consulting, severance or similar agreement, “Cause” shall have the same meaning as such term is defined in the applicable Award Agreement;

(c)           if neither (a) nor (b) applies, then “Cause” shall mean (i) the Participant’s willful misconduct or gross negligence in connection with the performance of the Participant’s duties for the Company or its Subsidiaries; (ii) the Participant’s conviction of, or a plea of nolo contendere to, a felony or a crime involving fraud or moral turpitude; (iii) the Participant’s engaging in any business that directly or indirectly competes with the Company or  its Subsidiaries; (iv) disclosure of trade secrets, customer lists or confidential information of the Company, its Subsidiaries or Affiliates to a competitor or unauthorized person; as determined by the Committee in its sole discretion.

1.5.           “Change in Control” means, unless otherwise determined by the Committee or provided in an Award Agreement,

(a)           the acquisition in one or more transactions by any “Person” (as such term is used for purposes of section 13(d) or section 14(d) of the 1934 Act) but excluding, for this purpose, the Company or its Subsidiaries, any Stockholder of the Company or any employee benefit plan of the Company or its Subsidiaries, of “Beneficial Ownership” (within the meaning of Rule 13d-3 under the 1934 Act) of thirty-five percent (35%) or more of the combined voting power of the Company’s then outstanding voting securities (the “Voting Securities”);

A-1

(b)           the individuals who constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that if the election, or nomination for election by the Company’s Stockholders, of any new director was approved by a vote of at least a majority of the Incumbent Board, such new director shall be considered as a member of the Incumbent Board, and provided further that any reductions in the size of the Board that are instituted voluntarily by the Incumbent Board shall not constitute a Change in Control, and after any such reduction the “Incumbent Board” shall mean the Board as so reduced;

(c)           a merger or consolidation involving the Company if the Stockholders of the Company, immediately before such merger or consolidation, do not own, directly or indirectly, immediately following such merger or consolidation, more than seventy percent (70%)of the combined voting power of the outstanding Voting Securities of the corporation resulting from such merger or consolidation;

(d)           a complete liquidation or dissolution of the Company or a sale or other disposition of all or substantially all of the assets of the Company; or

(e)           acceptance by Stockholders of the Company of shares in a share exchange if the Stockholders of the Company immediately before such share exchange, do not own, directly or indirectly, immediately following such share exchange, more than seventy percent (70%) of the combined voting power of the outstanding Voting Securities of the corporation resulting from such share exchange.

(f)           for the avoidance of doubt, the transaction consummated onSeptember 21, 2012 between the Company and Victory Park Capital, including the matters contemplated thereby, is excluded from this definition

1.6.           “Code” means the Internal Revenue Code of 1986, as amended.  A reference to any provision of the Code shall include reference to any successor provision of the Code.

1.7.           “Common Stock” means the common stock of the Company, par value $.01 per share.

1.8.           “Company” means Unigene Laboratories, Inc., a Delaware corporation, or any successor corporation.

1.9.           “Committee” means the committee of two or more directors appointed by the Board to the Company’s Compensation Committee, each of whom shall be a “non-employee director” as defined in Rule 16b-3 under the Exchange Act and an “outside director” as defined in Section 162(m) of the Code and the regulations issued thereunder.  In the absence of the appointment of any such Committee, any action permitted or required to be taken hereunder by the Committee shall be deemed to refer to the Board.

1.10.           “Disability” means a “disability” within the meaning of Section 409A of the Code and the regulations and guidance thereunder.

1.11.           “Employee” means an officer or other employee of the Company or a Subsidiary, including a director who is such an employee.

1.12.           “Exchange Act” means the Securities Exchange Act of 1934, as amended. A reference to any provision of the Exchange Act or rule promulgated under the Exchange Act shall include reference to any successor provision or rule.

A-2

1.13.           “Fair Market Value” means, on any given date (i) if Common Stock is then listed on a national stock exchange, the closing price per share of Common Stock on the exchange for such date, or if no sale was made on such date on the exchange, on the last preceding day on which a sale occurred; (ii) if Common Stock is not then listed on a national exchange, but is then quoted on NASDAQ or a similar quotation system, the closing price per share of Common Stock as quoted on NASDAQ or a similar quotation system on such date, or if no sale was made on such date on the exchange, on the last preceding day on which a sale was made; or (iii) if (i) and (ii) do not apply, such value as the Committee in its discretion may in good faith determine in accordance with Section 409A of the Code (and, with respect to Incentive Stock Options, Section 422 of the Code) and the applicable guidance thereunder.

1.14.           “Incentive Stock Option” means an Option or portion thereof intended to meet the requirements of an incentive stock option as defined in Section 422 of the Code and designated as an Incentive Stock Option.

1.15.           “Non-Employee Director” means a member of the Board who is not an Employee.

1.16.           “Non-Qualified Option” means an Option or portion thereof not intended to be an Incentive Stock Option, and designated as a Non-Qualified Option.

1.17.           “Option” means a right granted to purchase a specified number of shares of Common Stock at a specified price.  An Option may be an Incentive Option or a Non-Qualified Option.

1.18.           “Participant” means any Employee or Non-Employee Director who receives an Award.

1.19.             “Subsidiary” means any corporation, partnership, joint venture or other business entity of which 50% or more of the outstanding voting power is beneficially owned, directly or indirectly, by the Company.

1.20.           “Ten Percent Shareholder” means a person who on any given date owns, either directly or indirectly (taking into account the attribution rules contained in Section 424(d) of the Code), stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or a Subsidiary.

Section 2.     Eligibility.  Any Employee or Non-Employee Director shall be eligible to receive an Award; provided, however, that only persons who are employees of the Company or any subsidiary corporation (within the meaning of Section 424(f) of the Code) may be granted Options which are intended to qualify as Incentive Stock Options.

2.1.           Options.  Options give a Participant the right to purchase a specified number of shares of Common Stock from the Company for a specified time period at a fixed exercise price.  Options may be either Incentive Stock Options or Non-Qualified Stock Options; provided that Incentive Stock Options may not be granted to Non-Employee Directors or Consultants.  The grant of Options shall be subject to the following terms and conditions:

(a)           Exercise Price.  The price per share at which Common Stock may be purchased upon exercise of an Option shall be not less than the Fair Market Value of a share of Common Stock on the date of grant (110% of Fair Market Value in the case of an Incentive Stock Option granted to a Ten Percent Shareholder).

(b)           Term of Options.  The term of an Option shall in no event be greater than ten years (five years in the case of an Incentive Stock Option granted to a Ten Percent Shareholder).

A-3

(c)           Exercise of Option.  Each Option grant shall specify the time or times at which an Option may be exercised in whole or in part and the terms and conditions applicable thereto, including (i) a vesting schedule based upon the passage of time, (ii) whether the exercise price for an Option shall be paid in cash, with shares of Common Stock, with any combination of cash and shares of Common Stock, or with other legal consideration that the Committee may deem appropriate, (iii) the methods of payment, which may include payment by attestation of shares and through cashless exercise arrangements, to the extent permitted by applicable law, and (iv) the methods by which, or the time or times at which, Common Stock will be delivered or deemed to be delivered to Participants upon the exercise of such Option.  Payment of the exercise price shall in all events be made within three days after the date of exercise of an Option.  Unless otherwise determined by the Committee, each Option shall be exercisable for a period of 90 days following termination of employment other than for Cause and 180 days following the Participant’s death or Disability, to the extent the Option was otherwise exercisable at the time of such termination, death or Disability.  Unless otherwise determined by the Committee, for any other termination of employment, the Option shall not be exercisable following termination of employment.

(d)           Incentive Stock Options.  Each Participant awarded an Incentive Stock Option shall notify the Company in writing immediately after the date he or she makes a disqualifying disposition (as defined in Section 421(b) of the Code) of any shares of Common Stock acquired pursuant to the exercise of such Incentive Stock Option.  The Company may, if determined by the Committee and in accordance with procedures established by it, retain possession of any shares acquired pursuant to the exercise of an Incentive Stock Option as agent for the applicable Participant until the end of the period described in the preceding sentence, subject to complying with any instructions from such Participant as to the sale of such shares.

Section 3.     Exchange and Buy Out Provisions.  The Committee may at any time exchange or buy out any previously granted Award, or may provide in any Award Agreement terms and conditions under which the Participant must sell, or offer to sell, to the Company any unexercised Award, whether or not vested, or any Common Stock acquired pursuant to such Award for a payment in cash, Common Stock or other property based on such terms and conditions as the Committee shall determine and communicate to the Participant at the time that such offer is made or as may be set forth in the Award Agreement.

Section 4.     Change in Control.  Notwithstanding any provision to the contrary and unless otherwise provided in the applicable Participant’s Award Agreement, upon the occurrence of a Change in Control, the following provisions shall apply:

4.1.           Options.  Upon a Change in Control, unless otherwise provided by the Committee or in an Award Agreement, the Committee, in its discretion, may take one or more of the following actions with respect to all Options that are outstanding and unexercised as of such  Change in Control: (i) accelerate the vesting and exercisability of all such Options to the extent unvested and unexercisable, such that all outstanding Options are fully vested and exercisable, (ii) cancel all outstanding vested Options in exchange for a cash payment in an amount equal to the excess, if any, of the Fair Market Value of the Common Stock underlying the unexercised portion of the Option as of the date of the Change in Control over the exercise price of such portion, (iii) terminate all Options immediately prior to the Change in Control, provided that the Company provide the Optionee an opportunity to exercise the Option within a specified period following the Optionee’s receipt of a written notice of such Change in Control and of the Company’s intention to terminate the Option prior to such Change in Control, or (iv) require the successor corporation, following a Change in Control if the Company does not survive such Change in Control, to assume all outstanding Options and to substitute such Options with awards involving the common stock of such successor corporation on terms and conditions necessary to preserve the rights of Optionees Grantees with respect to such Options.

A-4

4.2.           Committee Authority.  The judgment of the Committee with respect to any matter referred to in this Section 9 shall be conclusive and binding upon each Participant.

Section 5.     Adjustments upon Changes in Capitalization.

5.1.           In the event that the Committee shall determine that any stock dividend, recapitalization, forward split or reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase or share exchange, extraordinary or unusual cash distribution or other similar corporate transaction or event, affects the Common Stock such that an adjustment is appropriate in order to prevent dilution or enlargement of the rights of Participants, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number and kind of shares of Common Stock which may thereafter be issued in connection with Awards, (ii) the number and kind of shares of Common Stock issuable in respect of outstanding Awards, and (iii) the exercise or grant price relating to any Award or, if deemed appropriate, make provision for a cash payment with respect to any outstanding Award.

Section 6.     Termination and Amendment.

Section 7.     No Right to Award, Employment or Service.  No Participant shall have any claim to be granted any award, and there is no obligation that the terms of Awards be uniform or consistent among Participants.  No action taken hereunder shall be construed as giving any Employee any right to be retained in the employ of the Company or any Subsidiary.  Transfer of employment between the Company and its Subsidiaries and affiliates shall not be deemed a termination of employment.

Section 8.     Taxes.  Each Participant must make appropriate arrangement for the payment of any taxes relating to an Award granted hereunder.  The Company or any Subsidiary is authorized to withhold from any payment relating to an Award, including from a distribution of Common Stock or any payroll or other payment to a Participant amounts of withholding and other taxes due in connection with any transaction involving an Award, and to take such other action as the Committee may deem advisable to enable the Company and Participants to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any Award.  This authority shall include the ability to withhold or receive Common Stock or other property and to make cash payments in respect thereof in satisfaction of a Participant’s tax obligations.  Withholding of taxes in the form of shares of Common Stock from the profit attributable to the Award shall not occur at a rate that exceeds the minimum required statutory federal and state withholding rates.

Section 9.     Limits on Transferability; Beneficiaries.  No Award or other right or interest of a Participant shall be pledged, encumbered, or hypothecated to, or in favor of, or subject to any lien, obligation, or liability of such Participant to, any party, other than the Company, any Subsidiary or affiliate, or assigned or transferred by such Participant otherwise than by will or the laws of descent and distribution, and such Awards and rights shall be exercisable during the lifetime of the Participant only by the Participant or his or her guardian or legal representative.  Notwithstanding the foregoing, the Committee may, in its discretion, provide that Awards (other than Incentive Stock Options) or other rights or interests of a Participant 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 partners.  The Committee may attach to such transferability feature such terms and conditions as it deems advisable.  In addition, a Participant may, in the manner established by the Committee, designate a beneficiary (which may be a person or a trust) to exercise the rights of the Participant, and to receive any distribution, with respect to any Award upon the death of the Participant.  A beneficiary, guardian, legal representative or other person claiming any rights from or through any Participant shall be subject to all terms and conditions of the Award Agreement applicable to such Participant, except as otherwise determined by the Committee, and to any additional restrictions deemed necessary or appropriate by the Committee.

A-5

Section 10.    Securities Law Requirements.

10.1.           No shares of Common Stock may be issued hereunder if the Company shall at any time determine that (i) the listing upon any securities exchange, registration or qualification under any state or federal law of any Common Stock otherwise issuable pursuant an Award granted hereunder, or (ii) the consent or approval of any regulatory body or the satisfaction of withholding tax or other withholding liabilities, is necessary or appropriate in connection with such issuance.  In any of the events referred to in clause (i) or clause (ii) above, the issuance of such shares shall be suspended and shall not be effective unless and until such withholding, listing, registration, qualifications or approval shall have been effected or obtained free of any conditions not acceptable to the Company in its sole discretion, notwithstanding any termination of any Award or any portion of any Award during the period when issuance has been suspended.

10.2.           The Committee may require, as a condition to the issuance of shares hereunder, representations, warranties and agreements to the effect that such shares are being purchased or acquired by the Participant for investment only and without any present intention to sell or otherwise distribute such shares and that the Participant will not dispose of such shares in transactions which, in the opinion of counsel to the Company, would violate the registration provisions of the Securities Act of 1933, as then amended, and the rules and regulations thereunder.  The certificates issued to evidence such shares shall bear appropriate legends summarizing such restrictions on the disposition thereof.

Section 11.    Fractional Shares.  The Company will not be required to issue any fractional shares of Common Stock.  The Committee may provide for the elimination of fractions and settlement of such fractional shares of Common Stock in cash.

Section 12.     Discretion.  In exercising, or declining to exercise, any grant of authority or discretion hereunder, the Committee may consider or ignore such factors or circumstances and may accord such weight to such factors and circumstances as the Committee alone and in its sole judgment deems appropriate and without regard to the effect such exercise, or declining to exercise such grant of authority or discretion, would have upon the affected Participant, any other Participant, any employee, the Company, any Subsidiary, any affiliate, any stockholder or any other person.

Section 13.     Governing Law.  The validity and construction of the Award Agreements shall be construed and enforced in accordance with the laws of the State of Delaware, but without giving effect to the choice of law principles thereof.

A-6

Exhibit B

NOTICE OF EXERCISE OF STOCK OPTION

(Date)

Unigene Laboratories, Inc.

81 Fulton Street

Boonton, NJ  07005

Attention:                         Human Resources

I hereby exercise the   installment(s) of my stock option to the extent of   shares of the Common Stock of Unigene Laboratories, Inc. (the “Company”).  I enclose herewith my check to the order of the Company for $ , which is the total option price for said shares, together with my further check in the sum of $  representing taxes and withholding payable by me in connection with this exercise of the Option.

I expressly agree to remain liable for and to pay for any underpayment or additional payment of taxes and withholding payable by me in connection with the exercise of the Option or the subsequent transfer of shares issued to me upon exercise of the Option and authorize you, at your sole option, to deduct any or all of such amounts from any sums owed or hereafter owing to me by the Company.

Please deliver the stock certificate(s) therefore to me at the following address:

  .

I also acknowledge that you have advised me to consult my tax advisor with respect to the tax treatment on the grant or exercise of the Option and disposition of these shares, including, but not limited to, the holding period requirements hereof, if any.

I acknowledge that if I am an officer or director or other “affiliate” of the Company at the time of the grant of the Option or become such at any time thereafter, I should consult a securities law advisor.  In particular, you have advised me that:

B-1

(a) if I dispose of any of the shares acquired upon the exercise of the Option within six (6) months from the date of grant, the grant itself may not be exempt from Rule 16 (b) of the Exchange Act of 1934, as amended; and

(b) notwithstanding that there may be a Registration Statement with respect to the issuance of the shares to me upon the exercise of the Option, as an “affiliate” of the Company, these shares are restricted stock and the stock certificate(s) to be issued to me representing said shares shall bear appropriate legends in accordance with the applicable laws including the following legend:

“The shares represented hereby have not been registered under the United States Securities Act of 1933, as amended, and may not be sold, transferred, assigned, pledged, or hypothecated absent an effective registration thereof under such Act or compliance with Rule 144 promulgated under such Act, or unless the Company has received an opinion of counsel, satisfactory to the Company and its counsel, that such registration is not required.”

Very truly yours,

(Signature of Optionee)

(Print Name of Optionee Here)

(Address of Optionee)

(Social Security Number)

B-2

EX-10.5

Exhibit 10.5

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (“Agreement”), dated as of September 27, 2012, is entered into by and between Unigene Laboratories, Inc., a Delaware corporation (the “Company”), and Nozer Mehta (the “Executive”).

WITNESSETH:

WHEREAS, the Company desires to employ the Executive and to enter into this Agreement embodying the terms of such employment; and

WHEREAS, the Executive desires to enter into this Agreement and to accept such employment, subject to the terms and provisions of this Agreement;

NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:

1.           Engagement.  The Company hereby employs the Executive as its Chief Scientific Officer and the Executive hereby accepts such employment, on the terms and conditions hereinafter set forth.

2.           Term of Employment.  The Company shall employ Executive full time effective September 27, 2012 (“Effective Date”), until such time as the employment is terminated pursuant to Section 9, 10, 11 or 12 of this Agreement (the “Term”).

3.           Duties.  During the Term of this Agreement, the Executive shall serve as the Company’s Chief Scientific Officer and shall have such duties and responsibilities as are set forth in the Company’s Bylaws and such other responsibilities as may be reasonably assigned to him from time to time by the Chief Executive Officer or the Board of Directors of the Company (the “Board of Directors”).  The Executive shall use his best efforts to perform, and shall act in good faith in performing, all duties required to be performed by him under this Agreement.

4.           Availability.  During the Term of this Agreement, the Executive shall not be engaged in any other business activity, with or without compensation, that would interfere with the performance of his duties to the Company without the express written approval of the Board of Directors, except that, without such written approval, (a) but with the written approval of Chief Executive Officer the Executive may engage in a reasonable level of professional activities such as are typical for individuals of a comparable professional stature provided such activities do not provide any compensation to Executive and with the written approval of the Chief Executive Officer the Executive may serve on a board of directors or advisory board of a non-competitive company (including spending a full day per month if Executive deems it appropriate in connection with such board’s activities). Executive represents and warrants that the activities he may perform pursuant to subsection (b) of the preceding sentence, at all times during the Term of this Agreement, shall not materially interfere with Executive’s obligations to the Company and his Company job responsibilities, shall not give rise to a conflict of interest with Executive’s position and duties at Company, and shall not cause Executive to render assistance to any entity that engages in any activities competitive to those of the Company.

5.           Business Expenses.  The Company shall reimburse the Executive promptly (but in no event by later than the last day of the year following the year in which the underlying expense was incurred), upon prompt presentation by the Executive of itemized vouchers, for all ordinary and necessary business expenses incurred by the Executive in the performance of his duties hereunder.

6.           Compensation.  As compensation for the services to be rendered hereunder, the Company agrees as follows:

(a)          during the Term of this Agreement, to pay the Executive an annual salary of $252,350 (“Base Salary”), payable in accordance with the Company’s payroll procedures. Notwithstanding the foregoing,  The Company may review the Base Salary on an annual basis and may adjust the Base Salary by such amount as the Company, in its sole discretion, shall deem appropriate; provided the Company’s Chief Executive Officer shall meet with the Executive at least once per year in January to review the Executive’s Base Salary and other compensation levels for the upcoming year.  The term “Base Salary” as used in this Agreement shall refer to the Base Salary as it may be so adjusted.

(b)          to permit Executive to participate in such employee benefit plans as are made available by the Company to its employees generally.  The Executive acknowledges that salary and all other compensation payable under this Agreement shall be subject to withholding for income and other applicable taxes to the extent required by law.

           (c)           for each calendar year during which Executive is employed by the Company, Executive will be eligible to receive an annual bonus based on the achievement of Company-wide and individual objectives (the “Annual Bonus”).

7.           Ownership of Intellectual Property.  All rights, title and interest of every kind and nature whatsoever in and to discoveries, inventions, improvements, patents (and applications therefor), copyrights, ideas, know-how, notes, creations, properties and all other proprietary rights arising from, or in any way related to, the Executive’s employment hereunder shall become and remain the exclusive property of the Company, and the Executive shall have no interest therein.  Executive agrees that during the Term of this Agreement and thereafter, at Company’s request and expense, Executive will assist Company or its designee to vest Company with such full and exclusive right, title and interest.

Page 2 of 9

8.           Trade Secrets and Confidential Information.  The Executive covenants and agrees with the Company that he will not, during the Term of this Agreement or thereafter, disclose to anyone (except to the extent reasonably necessary for the Executive to perform his duties hereunder or as may be required by law) any confidential information concerning the business or affairs of the Company (or of any affiliate or subsidiary of the Company), including but not limited to lists of customers, business plans, financial or cost information, and confidential scientific and clinical information (whether of the Company or entrusted to the Company by a third party under a confidentiality agreement or understanding), which the Executive shall have acquired in the course of, or incident to, the performance of his duties pursuant to the terms of this Agreement or pursuant to his prior employment by or relationship with the Company (or any affiliate or subsidiary of the Company).  In the event of a breach or threatened breach by the Executive of the provisions of this Section 8, the Company, without being required to post a bond, shall be entitled to seek an injunction restraining the Executive from disclosing, in whole or in part, such information or from rendering any services to any person, firm, corporation, association or other entity to whom such information has been disclosed or is threatened to be disclosed.  Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to the Company for such breach or threatened breach, including the recovery of damages from the Executive. Nothing herein shall be construed as prohibiting the Executive from disclosing to anyone any information which is, or which becomes, available to the public (other than by reason of a violation of this Section 8) or which is a matter of general business knowledge or experience.  Where disclosure of such confidential information is required by law, Executive agrees to use his best efforts to notify, consult, and cooperate with Company prior to such disclosure.

9.           Termination For Cause.  The Company may terminate the employment of the Executive for Cause in the event that any of the following events have occurred or presently exist:  (1) Executive’s  material and intentional dishonesty or disloyalty in the conduct of Company business, which includes without limitation any misuse or misappropriation of Company’s assets, or other misconduct, which includes without limitation any conduct on the part of Executive  that is intended to or likely to injure the business of Company in a material way; (2) Executive’s conviction for any felony or other crime involving moral turpitude as determined solely by Company, whether or not relating to Executive’s employment; (3) Executive’s habitual insobriety or Executive’s use of  illegal drugs,  illegal chemicals, or controlled substances either (A) in the course of performing Executive’s duties and responsibilities under this Agreement or (B) otherwise  materially affecting the ability of Executive to perform the same; (4) Executive’s failure to comply with a lawful written direction of the Company’s Chief Executive Officer or Board of Directors after being notified in writing by the Chief Executive Officer or Board of Directors that such failure will result in Termination for Cause or (5) any wanton, willful, or intentional dereliction of duties by Executive.  If the employment of the Executive under this Agreement is terminated under this Section 9, the Company shall be relieved of all further obligations under this Agreement, except for the payment of accrued salary and reimbursement under Section 5 for reimbursable expenses incurred prior to termination. Notwithstanding such termination of employment, the Executive shall continue to be bound by the provisions in Sections 7, 8, and 13.

10.           Termination Without Cause by the Company or for Good Reason by the Executive.  The Company may terminate the employment of the Executive for any reason other than “Cause” (as defined in Section 9) at any time, subject to compliance with this Section 10.

Page 3 of 9

(a)           In the event the Executive’s employment is terminated by the Company for any reason other than Cause, except as otherwise provided in Section 11 or Section 12 of this Agreement, or is terminated by the Executive for Good Reason (as defined below) the Executive shall be entitled to: (a) a severance payment equal to four (4) months of Executive’s Base Salary, which severance payment will be paid in accordance with the Company’s regular payroll cycle as such may be amended from time to time, (b) payment of the applicable premiums for coverage of Executive and his family under the Company’s health plans for a period of four (4) months following the termination of employment, provided that Executive timely and properly elects continuation coverage under the aforementioned plans pursuant to the provisions of COBRA and remains eligible for such coverage, and (c) immediate vesting of one-third of all unvested stock options and all of Executive’s vested stock options will be exercisable by Executive until the earlier of (i) three (3) years following the date of Executive’s termination of employment or (ii) ten (10) years following the grant date of such stock options.The benefits provided in this section, to which Executive would not otherwise be entitled, are contingent and conditioned upon Executive’s execution and the subsequent passage of seven (7) days following such execution without Executive rescinding of a general release of all claims against the Company and all related entities or persons, in a form satisfactory to Company and consistent with the termination provisions of this Agreement, within sixty (60) days of the termination of Executive’s employment, provided the Company furnishes such release no later than five (5) business days following Executive’s final day of employment.  This severance benefit will commence as soon as permissible following the execution of such release if one is provided no later than five (5) days following Executive’s final day of employment, or as soon as permissible following the final day of employment in the absence of such a release if none is provided in such time frame.

(b)           For the purpose of this Agreement, “Good Reason” shall mean, without Executive’s advance, written permission, (i) Company’s failure to continue to employ Executive as the Chief Scientific Officer of the Company, (ii) a material diminution of Executive’s salary and benefits in the aggregate, or (iii) a relocation of Executive’s regular work location of more than seventy-five (75) miles from Executive’s regular work location immediately prior to the relocation.  Notwithstanding the foregoing, Executive shall not be entitled to terminate his employment for Good Reason unless he has notified Company in writing, within thirty (30) days of the event giving rise to the Good Reason of his intent to terminate his employment for Good Reason and, if curable, the Company fails to cure such Good Reason within ten (10) days of receiving such written notice and such termination occurs within one hundred (100) days of the event giving rise to the Good Reason.

(c)           Termination of employment under this Section 10 shall not terminate the Executive’s obligations under Sections 7, 8, or 13.

11.           Change in Control.  In the event the Executive’s employment is terminated by the Company within six (6) months following a Change in Control for any reason other than cause, except as other provided in Section 12 of the Agreement, the Executive shall be entitled to (a) a severance payment equal to four (4) months of Executive’s Base Salary(b) payment of the applicable premiums for coverage of Executive and his family under the Company’s health plans for a period of four (4) months following the termination of employment, provided that Executive timely and properly elects continuation coverage under the aforementioned plans pursuant to the provisions of COBRA and remains eligible for such coverage, and (c) immediate vesting of one-third of all unvested stock options and all of Executive’s vested stock options will be exercisable by Executive until the earlier of (i) three (3) years following the date of Executive’s termination of employment or (ii) ten (10) years following the grant date of such stock options.  The benefits provided in this section, to which Executive would not otherwise be entitled, are contingent and conditioned upon Executive’s execution and the subsequent passage of seven (7) days following such execution without Executive rescinding of a general release of all claims against the Company and all related entities or persons, in a form satisfactory to Company and consistent with the termination provisions of this Agreement, within sixty (60) days of the termination of Executive’s employment, provided the Company furnishes such release no later than five (5) business days following Executive’s final day of employment.  This severance benefit will commence as soon as permissible following the execution of such release if one is provided no later than five (5) days following Executive’s final day of employment, or as soon as permissible following the final day of employment in the absence of such a release if none is provided in such time frame.

Page 4 of 9

(a)           For the purpose of this Agreement, a “Change in Control” shall have occurred if:

(1)           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% of, respectively, 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 of Control;

(2)           individuals who, as of the Effective Date, constitute the Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors, provided that any individual becoming a director subsequent to the Effective Date 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

(3)           the stockholders of the Company approve (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% of, respectively, 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.

Page 5 of 9

12.           Voluntary Resignation; Disability; Death.

(a)           The Executive may voluntarily terminate the Executive’s employment with the Company by providing the Company with sixty (60) days advance written notice of the Executive’s resignation.  In the case of Executive’s resignation pursuant to this Section, the Company will pay the Executive all compensation and benefits accrued but unpaid up to the date of termination, but the Executive will be entitled to no additional compensation or benefits.  At the Company’s sole option, the Company may choose to relieve the Executive of the Executive’s duties for some or all of the sixty (60) day notice period provided for in this Section, in which case the Company will continue to pay/provide the Executive’s regular compensation and benefits during the notice period.  Should the Company choose to relieve the Executive of the Executive’s duties during the sixty (60) day notice period, the Executive will not be entitled to payments or benefits provided in Section 10.  Termination of employment under this Section shall not terminate the Executive’s obligations under Sections 7, 8, or 13.

(b)           Disability.  If the Executive becomes disabled such that the Executive is unable to perform the essential functions of the Executive’s position for more than one hundred eighty (180) days (whether consecutive or not) in any twelve (12) month period, the Company has the right to terminate the Executive’s employment without further liability upon notice to the Executive.  In the case of a termination for Disability, the Company will pay the Executive all compensation and benefits accrued but unpaid up to the date of termination. The Executive will be entitled to no additional compensation or benefits from the Company except as set forth in this Section 12(b) and except for any benefits that may be available pursuant to any group benefit plan or policy in effect at the Company.  Termination of employment under this Section shall not terminate the Executive’s obligations under Sections 7, 8, or 13.

(c)           Death.  In the event of the death of the Executive, this Agreement automatically terminates, and any obligation to continue to pay compensation and benefits ceases as of the date of the Executive’s death.  The Executive’s estate will be entitled to no additional compensation or benefits from the Company except as set forth in this Section 12(c) and except for any benefits that may be available pursuant to any group benefit plan or policy in effect at the Company.

13.           Non-Disparagement.  While the Executive is employed by the Company and thereafter, neither Executive, nor any person acting on behalf of Executive, shall disparage or cause to be disparaged in any forum or through any medium of communication, whether directly or indirectly, Company or any of its directors, officers, managers, or employees in any forum or through any medium of communication.

14.           Return of Company Property.  In the event of the termination of Executive’s employment with Company for any reason, Executive agrees to return to Company, and not retain, all of its property, including documents, data, and equipment (and any copies thereof) of any nature and in whatever medium.

15.           Cooperation Following TerminationDisparagement.  Executive agrees that, following termination of his employment for any reason, he will cooperate fully with Company in all matters relating to the completion of his pending work on behalf of Company and the orderly transition of such work to such other employees or other persons as Company may designate.  Executive further agrees that following termination of his employment he will cooperate fully with Company as to any and all claims, controversies, disputes, or complaints of which he has any knowledge or that may relate to his or his employment with Company, unless he is an adverse party or potentially an adverse party.  Such cooperation includes but is not limited to providing Company with all information known to him related to such claims, controversies, disputes, or complaints and appearing and giving testimony in any forum.

Page 6 of 9

16.           Compliance with Code Section 409A.

(a)           Notwithstanding anything to the contrary in this Agreement, no portion of the severance payments under Section 10 or 11 will be payable until Executive has a “separation from service” from the Company within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

(b)           Further, if upon Executive’s separation from service, Executive is a “specified employee” (within the meaning of Code Section 409A and the regulations thereunder) of Company, and if any severance 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 Executive’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.  Each applicable severance payment hereunder is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations.

(c)           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 payments will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply or be exempt.  Executive 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 Executive under Section 409A.  In no event will the Company reimburse Executive for any taxes that may be imposed on Executive as a result of Section 409A.

17.           Capacity.  The Executive represents and warrants to the Company that he is not now under any obligation, of a contractual nature or otherwise, to any person, firm, corporation, association or other entity that is inconsistent or in conflict with this Agreement or that would prevent, limit or impair in any way the performance by him of his obligations hereunder.

18.           Waiver.  No act, delay, omission or course of dealing on the part of any party hereto in exercising any right, power or remedy hereunder shall operate as, or be construed as, a waiver thereof or otherwise prejudice such party’s rights, powers and remedies under this Agreement.

19.           Governing Law.  This Agreement shall be interpreted and construed under the laws of the State of New Jersey without regard to principles of conflicts of law.

Page 7 of 9

20.           Arbitration.  The Executive agrees to submit to binding arbitration all claims arising out of his employment with the Company and/or this Agreement, including all claims under federal law (including but not limited to Title VII of the Civil Rights Act of 1964 as amended) as well as all claims under state law (including but not limited to claims under the New Jersey Law Against Discrimination and New Jersey Conscientious Employee Protection Act).  This arbitration shall take place in New Jersey, under the then prevailing rules of the American Arbitration Association.  Notwithstanding anything to the contrary, claims under Section 8 of this Agreement need not be submitted to arbitration and may be filed in any court of competent jurisdiction in New Jersey.

21.           Assignability.  The rights and obligations contained herein shall be binding on and inure to the benefit of the successors and assigns of the Company.  The Company, but not Executive, may assign its rights or obligations under this Agreement.

22.           Completeness.  This Agreement sets forth all, and is intended by each party to be an integration of all, of the promises, agreements and understandings between the parties hereto with respect to the subject matter hereof.

23.           Modification.  This Agreement may not be modified, altered, or amended except by a writing signed by all parties.

24.           Counterparts.  This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one agreement binding on the parties hereto.

25.           Severability.  Each provision of this Agreement shall be considered severable and if for any reason any provision that is not essential to the effectuation of the basic purpose of the Agreement is determined to be invalid or contrary to any existing or future law, such provision shall be deemed to be omitted from this Agreement and such invalidity shall not impair the operation of or affect those provisions of this Agreement that are valid.

26.           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.

27.           Survival of Terms.  If this Agreement is terminated for any reason, the provisions of Sections 7, 8, and 13 shall survive, and the Executive and the Company, as the case may be, shall continue to be bound by the terms thereof to the extent provided therein.

Page 8 of 9

IN WITNESS WHEREOF, the parties hereto have freely and voluntarily executed this Agreement on the day and year first above written.

	UNIGENE LABORATORIES, INC.
/s/ Nozer Mehta	/s/ Ashleigh Palmer
Nozer Mehta	By:  Ashleigh Palmer
	Title:  Chief Executive Officer

Page 9 of 9