Case LSS Doc 445 Filed 12/20/17 Page 1 of 12 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) ) ) ) ) ) ) )

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1 Case LSS Doc 445 Filed 12/20/17 Page 1 of 12 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: UNILIFE CORPORATION, et al., 1 Debtors. Chapter 11 Case No (LSS (Jointly Administered Objection Deadline January 10, 2018 at 4:00 p.m. (hearing date to be determined only if objections are filed SIXTH MONTHLY APPLICATION OF DUANE MORRIS LLP FOR ALLOWANCE OF COMPENSATION AND REIMBURSEMENT OF EXPENSES AS SPECIAL CORPORATE, TRANSACTIONAL AND PATENT COUNSEL TO THE DEBTORS AND DEBTORS-IN-POSSESSION FOR THE PERIOD OCTOBER 1, 2017 THROUGH OCTOBER 31, 2017 Pursuant to Sections 330 and 331 of Title 11 of the United States Code, 11 U.S.C (the Bankruptcy Code and Rule 2016 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules, Duane Morris LLP ( Duane Morris hereby files this Sixth Monthly Application (The Application For Allowance Of Compensation in the amount of $7, (80% of $9, and reimbursement of expenses in the amount of $ for a total of $ 7, for the period October 1, 2017 through October 31, 2017 (the Sixth Monthly Period. In support of this Application, Duane Morris respectfully represents as follows: Background 1. On April 12, 2017, the above-captioned debtors (collectively, the Debtors filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code. 1 The Debtors in these Chapter 11 cases are the following entities (the last four digits of each Debtor s respective federal tax identification number, if any, follow in parentheses: Unilife Corporation (9354, Unilife Medical Solutions, Inc. (9944, Unilife Cross Farm LLC (3994. The Debtors corporate headquarters and the mailing address for each Debtor is 250 Cross Farm Lane, York, PA

2 Case LSS Doc 445 Filed 12/20/17 Page 2 of On April 26, 2017, the Debtors filed the Application Pursuant to Section 327(a of the Bankruptcy Code and Federal Rule of Bankruptcy Procedure 2014(a for an Order Authorizing the Employment and Retention of Duane Morris LLP as Special Corporate, Transactional and Patent Counsel for the Debtors Nunc Pro Tunc to the Petition Date (the Retention Application [Docket No. 85]. 3. On June 2, 2017, the Office of the United States Trustee appointed an official committee of unsecured creditors [Docket No. 182]. 4. On June 5, 2017, the Court entered an Order (the Retention Order approving the Retention Application and authorizing Duane Morris retention nunc pro tunc to April 12, 2017 [Docket No. 187]. 5. The Retention Order authorizes Duane Morris to be compensated on an hourly basis and to be reimbursed for actual and necessary out-of-pocket expenses. 6. At all relevant times, Duane Morris has been a disinterested person as that term is defined in Section 101(14 of the Bankruptcy code and has not represented nor held any interest adverse to these estates. 7. On May 8, 2017, the Bankruptcy Court entered the Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses for Professionals (the Administrative Order [Docket No. 135]. The Administrative Order provides that professionals retained in these cases file a monthly fee application on or after the 20 th day of each month following the month for which compensation is sought and be paid eighty percent (80% of the requested fees and one hundred percent (100% of the requested expenses upon the filing of a certificate of no objection after expiration of the Objection Deadline (as that term is defined in the Administrative Order. 2

3 Case LSS Doc 445 Filed 12/20/17 Page 3 of On July 5, 2017, Duane Morris filed its First Combined Monthly Application of Duane Morris LLP For Allowance Of Compensation And Reimbursement Of Expenses As Special Corporate, Transactional And Patent Counsel To The Debtors And Debtors-In-Possession (the First Combined Monthly Application [Docket No. 241] requesting a total of $86, for the period April 12, 2017 through May 31, The deadline for objections or otherwise responsive pleadings was July 26, There were no objections or responses; therefore a Certificate of No Objection No Order Required with respect to the First Combined Monthly Application was filed on July 31, 2017 [Docket No. 303]. On August 14, 2017, a check in the amount of $69, (consisting of fees at $69, which is 80% of the requested fees of $86, and expenses at $ which is 100% of the requested expenses was received from Cozen O'Connor s Professional Fee Escrow Account. 9. On July 20, 2017, Duane Morris filed its Second Monthly Application of Duane Morris LLP For Allowance Of Compensation And Reimbursement Of Expenses As Special Corporate, Transactional And Patent Counsel To The Debtors And Debtors-In-Possession (the Second Monthly Application [Docket No. 279] requesting a total of $48, (80% of $60, and reimbursement of expenses in the amount of $ for a total of $48, for the period June 1, 2017 through June 30, The deadline for objections or otherwise responsive pleadings was August 10, There were no objections or responses; therefore a Certificate of No Objection No Order Required with respect to the Second Monthly Application was filed on August 11, 2017 [Docket No. 323]. On August 21, 2017, a check in the amount of $48, (consisting of fees at $48, which is 80% of the requested fees of $60, and expenses at $ which is 100% of the requested expenses was received from Cozen O'Connor s Professional Fee Escrow Account. 3

4 Case LSS Doc 445 Filed 12/20/17 Page 4 of On August 30, 2017, Duane Morris filed its Amended Third Monthly Application of Duane Morris LLP For Allowance Of Compensation And Reimbursement Of Expenses As Special Corporate, Transactional And Patent Counsel To The Debtors And Debtors-In-Possession (the Third Monthly Application [Docket No. 346] requesting a total of $79, (which is equal to the sum of 80% of Duane Morris allowed interim compensation for the Third Monthly Period $99, for actual, reasonable and necessary professional services and 100% of Duane Morris allowed expense reimbursement ($ for the period July 1, 2017 through July 31, The deadline for objections or otherwise responsive pleadings was on September 21, There were no objections or responses; therefore a Certificate of No Objection No Order Required with respect to the Amended Third Monthly Application was filed on September 26, 2017 [Docket No. 373]. On October 3, 3017, a check in the amount of $80, (consisting of fees at $79, which is 80% of the requested fees of $99, and expenses at $ which is 100% of the requested expenses was received from Cozen O'Connor s Professional Fee Escrow Account. 11. On September 8, 2017, Duane Morris filed its First Interim Fee Application For the First Interim Fee Period of April 12, 2017 Through July 31, 2017 As Special Corporate, Transactional And Patent Counsel To The Debtors And Debtors-In-Possession [Docket No. 358]. The deadline for objections or otherwise responsive pleadings was on September 28, There were no objections or responses; therefore a Certification of Counsel Regarding Omnibus Order Granting Interim Allowance of Compensation For Services Rendered And Reimbursement of Expenses Incurred During the First Interim Fee Period was filed by Cozen O'Connor, Debtors Counsel, on October 16, 2017 [Docket No. 385]. An Omnibus Order Approving First Interim Fee Application Requests Allowing Professionals Interim Compensation for Services Rendered and 4

5 Case LSS Doc 445 Filed 12/20/17 Page 5 of 12 Reimbursement of Expenses was entered on October 25, 2017 [Docket No. 401]. Consequently, on November 3, 3017, a check in the amount of $49, (the amount of Holdback Fees Requested - 20% was received from Cozen O'Connor s Professional Fee Escrow Account. 12. On November 29, 2017, Duane Morris filed its Combined Fourth and Fifth of Duane Morris LLP For Allowance Of Compensation And Reimbursement Of Expenses As Special Corporate, Transactional And Patent Counsel To The Debtors And Debtors-In-Possession (the Combined Fourth and Fifth Monthly Application [Docket No. 427] for allowance of compensation in the amount of $14, (80% of $18, and reimbursement of expenses in the amount of $ for a total of $15, for the combined period August 1, 2017 through September 30, The deadline for objections or otherwise responsive pleadings is December 20, Compensation Paid and Its Source 13. All services for which compensation is requested by Duane Morris were performed for or on behalf of the Debtors as Special Corporate, Transactional and Patent Counsel. During the period covered by this Application, Duane Morris has received no payment and no promises for payment from any source for services rendered or to be rendered in any capacity in connection with the matters covered by this Application. There is no agreement or understanding between Duane Morris and any other person other than among the partners of Duane Morris for the sharing of compensation to be received for services rendered in these cases. No previous fee application has been filed for the fees and expenses requested herein. Fee Statements 14. The fee statements for the Sixth Monthly Period are attached hereto as Exhibit A. These statements contain daily time logs describing the time spent by each attorney during the 5

6 Case LSS Doc 445 Filed 12/20/17 Page 6 of 12 Sixth Monthly Period. To the best of Duane Morris knowledge, this Application reasonably complies with sections 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules, the Administrative Order, and the Region 3 Operating Guidelines and Reporting Requirements for Chapter 11 Debtors and Trustees, and the Guidelines for Reviewing Applications for Compensation and Reimbursement for Expenses Filed Under 11 U.S.C. 330 by Attorneys in Larger Chapter 11 Cases Effective November 1, Actual and Necessary Expenses 15. A summary of actual and necessary expenses incurred by Duane Morris for the Sixth Monthly Period is attached hereto as Exhibit B for month of October, 2017 totaling $ On-line legal research (LexisNexis and Westlaw is charged to clients at Duane Morris discounted cost. The standard cost of LexisNexis and Westlaw research sessions is discounted each month by allocating the savings realized during that month pursuant to special contracts Duane Morris has negotiated with LexisNexis and Westlaw. 16. Duane Morris believes the foregoing rates are at or below the market rates that the majority of law firms charge clients for such services. In addition, Duane Morris believes that such charges are in accordance with the American Bar Association s ( ABA guidelines, as set forth in the ABA s Statement of Principles, dated January 12, 1995, regarding billing for disbursements and other charges. Summary of Services Rendered 17. The partners, associates and paraprofessionals of Duane Morris who have rendered professional services in these cases during the Sixth Monthly Period are as follows -- October 1, 2017 October 31, 2017: Lawrence J. Kotler; W. Michael Gradisek; John A. Reade, Jr.; Timothy B. Collins; and, Beth A. Gruppo. 6

7 Case LSS Doc 445 Filed 12/20/17 Page 7 of 12 Each professional s name and title, year admitted to practice and hourly rates are set forth on a chart annexed hereto as Exhibit A. Summary of Services by Project 18. The attorneys and paralegals who rendered services related to each category are identified, along with the number of hours for each individual and the total compensation sought for each category, in Exhibit A attached hereto. Description and Valuation of Services 19. Duane Morris attorneys and paralegals have expended hours from October 1, 2017 through October 31, 2017 in connection with this matter during the Sixth Monthly Period as follows ATTORNEYS/PARALEGALS HOURS RATE Lawrence J. Kotler 0.30 $ W. Michael Gradisek 6.80 $5, John A. Reade, Jr $1, Timothy B. Collins 2.70 $1, Beth A. Gruppo 1.80 $ The nature of the work performed by each person is fully set forth in Exhibit A attached hereto. The rates charged to these estates are Duane Morris normal hourly rates for work of this nature. The reasonable value of the services rendered by Duane Morris to the Debtors from October 1, 2017 through October 31, 2017 is $9, for the Sixth Monthly Period. 21. In accordance with the factors enumerated in Section 330 of the Bankruptcy Code, it is respectfully submitted that the amount requested by Duane Morris is fair and reasonable given (a the complexity of the case, (b the time expended, (c the nature and extent of the services 7

8 Case LSS Doc 445 Filed 12/20/17 Page 8 of 12 rendered, (d the value of such services, and (e the costs of comparable services other than in a case under this title. Moreover, Duane Morris has reviewed the requirements of Local Rule and believes that this Application complies with such Local Rule. WHEREFORE, Duane Morris respectfully requests that this Court: (a allow Duane Morris (i interim compensation in the amount of $9, for actual, reasonable and necessary professional services rendered on behalf of the Debtors during the Sixth Monthly Period from October 1, 2017 through October 31, 2017, and (ii reimbursement in the amount of $ for actual, reasonable and necessary expenses incurred during the same period from October 1, 2017 through October 31, 2017; (b authorize and direct the Debtors to pay Duane Morris the amount of $7, (which is equal to the sum of 80% of Duane Morris allowed interim compensation for the Sixth Monthly Period $7, for actual, reasonable and necessary professional services and 100% of Duane Morris allowed expense reimbursement ($ for the same period; and (c grant such other and further relief as is just and proper. Dated: December 20, 2017 DUANE MORRIS LLP /s/ Lawrence J. Kotler By: Lawrence J. Kotler, Esquire (DE # Delaware Avenue, Suite 1600 Wilmington, DE Telephone: Facsimile: ljkotler@duanemorris.com Special Corporate, Transactional and Patent Counsel to Debtors and Debtors-in-Possession 8

9 Case LSS Doc 445 Filed 12/20/17 Page 9 of 12

10 Case LSS Doc 445 Filed 12/20/17 Page 10 of 12 EXHIBIT A SUMMARY OF FEES BY DUANE MORRIS LLP OCTOBER 1, 2017 THROUGH OCTOBER 31, 2017 Name and Title of Professional Lawrence J. Kotler, Partner, Business Reorganization and Financial Restructuring W. Michael Gradisek, Partner, Employment, Labor, Benefits and Immigration John A. Reade, Jr., Partner, Employment, Labor, Benefits and Immigration Timothy B. Collins, Partner, Employment, Labor, Benefits and Immigration Beth A. Gruppo, Paralegal, Business Reorganization and Financial Restructuring Year Admitted Hourly Rate Total Hours Billed Total Compensation 1989 $ $ , $ , $ , n/a $ Grand Total from October 1, 2017 through October 31, $9,

11 Case LSS Doc 445 Filed 12/20/17 Page 11 of 12 SUMMARY OF FEES BY DUANE MORRIS LLP BY PROJECT CATEGORY OCTOBER 1, 2017 THROUGH OCTOBER 31, 2017 Project Category Total Hours Total Fees Asset Analysis and Recovery Asset Disposition Business Operations Business Operations (Executive Employment Advice , Case Administration Claims Administration and Objections Employee Benefits/Pensions Fee Retention / Employment Applications Fee Retention / Employment Objections Financing and Cash Collateral Litigation Plan and Disclosure Statement Relief from Stay Proceedings Tax Issues Valuation Corporate Governance and Board Matters Corporate / Securities Advice Intellectual Property / Agreements Intellectual Property (Handheld Drug Delivery Device Intellectual Property (Fill-Finish Carriers for Drug Containers Patent Prosecution General Immigration Travel Budgeting Real Estate Reporting 2017 Strategic Transaction Total from October 1, 2017 through October 31, $9,

12 Case LSS Doc 445 Filed 12/20/17 Page 12 of 12 EXHIBIT B SUMMARY OF DUANE MORRIS LLP EXPENSES OCTOBER 1, 2017 THROUGH OCTOBER 31, 2017 Expense Category Service Provider (if applicable Total Expenses Computer Assisted Legal Research Westlaw Facsimile (with rates Long Distance Telephone Color Printing / Duplicating (Internal In-House Reproduction Outside Reproduction (Special Copy Outside Research Filing/Court Fees Costs Advanced Local Travel Meals Out-of-Town Travel Courier & Express Carriers Messenger Service PACER Postage / Overnight Mail Packages TOTAL from October 1, 2017 through October 31, 2017 $

13 Case LSS Doc Filed 12/20/17 Page 1 of 4 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: UNILIFE CORPORATION, et al., Debtors. Chapter 11 Case No (LSS (Jointly Administered Objection Deadline January 10, 2018 at 4:00 pm (hearing date to be determined only if objections are filed NOTICE OF SIXTH MONTHLY FEE AND EXPENSE APPLICATION Name of Applicant: Authorized to Provide Professional Services to: Date of Retention: Duane Morris LLP Debtors and Debtors-in-Possession April 12, 2017 (nunc pro tunc Period for which compensation and reimbursement is sought: October 1, 2017 through October 31, 2017 Amount of compensation sought as actual, reasonable and necessary: $ 9, Amount of expenses reimbursement sought as actual, reasonable and necessary: $ This is a: Interim X Monthly Final Application

14 Case LSS Doc Filed 12/20/17 Page 2 of 4 PRIOR APPLICATIONS FILED REQUESTED APPROVED / RECEIVED DATE FILED PERIOD FEES EXPENSES FEES EXPENSES 07/05/ /12/ /30/2017 [Docket No. 241 First Combined Monthly Application] $86, $ $69, (80% of requested fees of $86, $ (100% of requested expenses 07/20/ /01/ /30/2017 [Docket No. 279 Second Monthly Application] 08/30/ /01/ /31/2017 [Docket No. 346 Amended Third Monthly Application] 09/08/ /12/ /31/2017 [Docket No. 358 First Interim Fee Application] 11/29/ /01/ /30/2017 [Docket No. 427 Combined Fourth and Fifth Fee Application] $60, $ $48, (80% of the requested fees of $60, $99, $ $79, (80% of the requested fees of $99, $49, n/a $49, (Amount of Holdback Fees Requested 20% $ (100% of requested expenses $ (100% of requested expenses n/a $18, $ Objection Deadline = December 20, 2017 PLEASE TAKE NOTICE that Duane Morris LLP (the Applicant has filed the attached Sixth Monthly Fee and Expense Application for the Period October 1, 2017 through 2

15 Case LSS Doc Filed 12/20/17 Page 3 of 4 October 31, 2017 (the Application pursuant to sections 330 and 331 of title 11 of the United States Code, 11 U.S.C (the Bankruptcy Code and Rule 2016 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules. PLEASE TAKE FURTHER NOTICE that objections, if any, to the Application, must: (a be filed with the Clerk of the Bankruptcy, 824 North Market Street, 3 rd Floor, Wilmington, DE on or before January 10, 2018 at 4:00 p.m. (prevailing Eastern Time (the Objection Deadline ; and (b be served so as to be received on or before the Objection Deadline as follows: Special Corporate, Transactional and Patent Counsel to Debtors: Duane Morris LLP Attn: Lawrence J. Kotler, Esquire and Rosanne Ciambrone, Esquire 30 South 17 th Street Philadelphia, PA Debtors: Unilife Corporation, et al. Attn: John Ryan, Esquire and Stephanie Walters, Esquire 250 Cross Farm Lane York, PA Counsel to Debtors Cozen O Connor Attn: Mark E. Felger, Esquire; Keith L. Kleinman, Esquire 1201 N. Market Street, Ste Wilmington, DE Counsel to the DIP Lender, ROS Acquisition Offshore LP Pachulski, Stang, Ziehl & Jones Attn: Laura Davis Jones, Esquire 919 North Market Street, 17th Floor Wilmington, DE Pachulski, Stang, Ziehl & Jones Attn: Debra Grassgreen, Esquire 150 California Street, 15th Floor San Francisco, CA Counsel to Official Committee of Unsecured Creditors Lowenstein Sandler LLP Attn: David M. Banker, Esquire; Barry Z. Bazian, Esquire; Michael S. Etkin, Esquire Lowenstein Sandler LLP 1251 Avenue of the Americas, 17 th Floor New York, NY

16 Case LSS Doc Filed 12/20/17 Page 4 of 4 Schnader Harrison Segal & Lewis LLP Attn: Richard A. Barkasy, Esquire; Barry E. Bressler, Esquire; Daniel M. Pereira, Esquire 824 Market Street, Suite 800 Wilmington, DE United States Trustee Office of the United States Trustee for the District of Delaware Attn: Mark Kenney, Esquire J. Caleb Boggs Federal Building 844 North King Street, Suite 2207 Wilmington, DE PLEASE TAKE FURTHER NOTICE that if objections are filed, a hearing date will be determined on the Application before the Honorable Laurie Selber Silverstein, United States Bankruptcy Judge at the United States Bankruptcy Court for the District of Delaware, 824 North Market Street, 6 th Floor, Courtroom 2, Wilmington, Delaware All fees and expenses in connection with the preparation of the Application will be included in the next interim application for compensation and reimbursement of expenses to be filed and served by the Applicant at a later date, and also will be subject to objection at such time. Dated: December 20, 2017 DUANE MORRIS LLP /s/ Lawrence J. Kotler By: Lawrence J. Kotler, Esquire (DE # Delaware Avenue, Suite 1600 Wilmington, DE Telephone: Facsimile: ljkotler@duanemorris.com Special Corporate, Transactional and Patent Counsel to Debtors and Debtors-in-Possession 4

17 Case LSS Doc Filed 12/20/17 Page 1 of 3 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: UNILIFE CORPORATION, et al., Debtors. Chapter 11 Case No (LSS (Jointly Administered CERTIFICATE OF SERVICE I, Lawrence J. Kotler, do hereby certify the following: 1. that Sixth Monthly Application Of Duane Morris LLP For Allowance Of Compensation And Reimbursement Of Expenses As Special Corporate, Transactional And Patent Counsel To The Debtors And Debtors-In-Possession For The Period October 1, 2017 Through October 31, 2017 with attached exhibits and related documents was filed on December 20, 2017 via the CM/ECF Filing System for the United States Bankruptcy Court for the District of Delaware; and 2. that Parties appearing on the Notice of Electronic Filing may access the foregoing and aforesaid pleading through the CM/ECF system; and 3. that a true and accurate copy of the foregoing and aforesaid pleading was served, via United States regular mail, postage prepaid, upon the parties on the attached Service List. Dated: December 20, 2017 DUANE MORRIS LLP /s/ Lawrence J. Kotler By: Lawrence J. Kotler, Esquire (DE # Delaware Avenue, Suite 1600 Wilmington, DE Telephone: Facsimile: ljkotler@duanemorris.com Special Corporate, Transactional and Patent Counsel to Debtors and Debtors-in-Possession

18 Case LSS Doc Filed 12/20/17 Page 2 of 3 SERVICE LIST Debtors: Unilife Corporation, et al. Attn: John Ryan, Esquire and Stephanie Walters, Esquire 250 Cross Farm Lane York, PA Counsel to Debtors Cozen O Connor Attn: Mark E. Felger, Esquire; Keith L. Kleinman, Esquire 1201 N. Market Street, Ste Wilmington, DE Cozen O Connor Attn: Eric L. Scherling, Esquire 1650 Market Street, Ste Philadelphia, PA Cozen O Connor Attn: Frederick E. Schmidt, Jr., Esquire 277 Park Avenue New York, NY Counsel to the DIP Lender, ROS Acquisition Offshore LP Pachulski, Stang, Ziehl & Jones Attn: Laura Davis Jones, Esquire 919 North Market Street, 17th Floor Wilmington, DE Pachulski, Stang, Ziehl & Jones Attn: Debra Grassgreen, Esquire 150 California Street, 15th Floor San Francisco, CA Counsel to Official Committee of Unsecured Creditors Lowenstein Sandler LLP Attn: David M. Banker, Esquire; Barry Z. Bazian, Esquire; Michael S. Etkin, Esquire Lowenstein Sandler LLP 1251 Avenue of the Americas, 17 th Floor New York, NY Schnader Harrison Segal & Lewis LLP Attn: Richard A. Barkasy, Esquire; Barry E. Bressler, Esquire; Daniel M. Pereira, Esquire 824 Market Street, Suite 800 Wilmington, DE

19 Case LSS Doc Filed 12/20/17 Page 3 of 3 United States Trustee Office of the United States Trustee for the District of Delaware Attn: Mark Kenney, Esquire J. Caleb Boggs Federal Building 844 North King Street, Suite 2207 Wilmington, DE