Exhibit 10.132


    
      

    

    Exhibit
      10.132

    
 

    WARRANT
      NUMBER ____

    


    THE
      SECURITIES REPRESENTED HEREBY AND THE SECURITIES WHICH MAY BE ISSUED UPON
      EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
      AND
      HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION
      WITH,
      THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED
      WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF
      COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
      REQUIRED UNDER THE SECURITIES ACT OF 1933.

     

     

    WARRANT
      AGREEMENT

    


    WARRANT
      AGREEMENT (this “Warrant”),
      dated
      as of _______ __, 2007, by and between Vyteris, Inc., a Nevada corporation
      (the
“Company”),
      and
      ______________________ (the “Warrant
      Holder”).

     

    W
      I T N E
      S S E T H

    


    WHEREAS,
      the parties have entered into that certain Subscription Agreement, dated as
      of
      _____________, 2007, by and between the Company and the Warrant Holder (the
      “Subscription
      Agreement”);
      and

     

    WHEREAS,
      pursuant to the Subscription Agreement, the Company has agreed to issue to
      the
      Warrant Holder a warrant (the “Warrant”)
      to
      purchase __________ shares of the Company’s common stock, par value $.001 per
      share (the “Common
      Stock”),
      subject to the terms set forth herein.

     

    NOW,
      THEREFORE, in consideration of the foregoing and the mutual covenants and
      promises contained herein, and for other good and valuable consideration, the
      receipt and sufficiency of which are hereby acknowledged, the parties agree
      as
      follows:

     

    1.    Warrant;
      Call.

     

    (a)    The
      Company hereby grants to the Warrant Holder, subject to the terms set forth
      herein, the right to purchase at any time during the term commencing on the
      date
      hereof and ending at 5:30 p.m., New York time, on the third (3rd) anniversary
      of
      the date hereof (the “Expiration
      Date”)
      __________ shares of Common Stock (the “Shares”),
      at an
      initial exercise price of US $3.00 per share, subject to adjustment as provided
      in Section 3 hereof (as in effect from time to time, the “Exercise
      Price”).

     

    (b)    Notwithstanding
      anything herein to the contrary, if the closing bid price of the Common Stock
      equals or exceeds US $4.00 per share for twenty (20) consecutive trading days,
      which period shall have commenced only after the Effective Date (such period
      the
“Threshold
      Period”),
      the
      Company may, within two (2) Trading Days after the end of any such Threshold
      Period, deliver a written notice to the Warrant Holder to cause the Warrant
      Holder to exercise this Warrant in its entirety within five (5) trading days,
      after which date this Warrant shall immediately expire and be of no further
      force and effect. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.    Exercise
      of Warrant.

     

    2.1    Exercise.
      This
      Warrant may be exercised by the Warrant Holder, in whole or in part, by
      delivering the Notice of Exercise purchase form, attached as Exhibit
      A
      hereto
      (the “Notice
      of Exercise”),
      duly
      executed by the Warrant Holder to the Company at its principal office, or at
      such other office as the Company may designate, accompanied by payment, in
      cash
      or by wire transfer or check payable to the order of the Company, of the amount
      obtained by multiplying the number of Shares designated in the Notice of
      Exercise by the Exercise Price (the “Purchase
      Price”).
      

     

    2.2    Issuance
      of Certificates.
      As soon
      as practicable after the exercise of this Warrant (in whole or in part) in
      accordance with Section
      2.1
      hereof,
      the Company, at its expense, shall cause to be issued in the name of and
      delivered to the Warrant Holder (i) a certificate or certificates for the number
      of fully paid and non-assessable Shares to which the Warrant Holder shall be
      entitled upon such exercise and (if applicable) (ii) a new warrant agreement
      of
      like tenor to purchase all of the Shares that may be purchased pursuant to
      the
      portion, if any, of this Warrant not exercised by the Warrant Holder. The
      Warrant Holder shall for all purposes be deemed to have become the holder of
      record of such Shares on the date on which the Notice of Exercise and payment
      of
      the Purchase Price in accordance with Section
      2.1,
      hereof
      were delivered and made, respectively, irrespective of the date of delivery
      of
      such certificate or certificates, except that if the date of such delivery,
      notice and payment is a date when the stock transfer books of the Company are
      closed, such person shall be deemed to have become the holder of record of
      such
      Shares at the close of business on the next succeeding date on which the stock
      transfer books are open.

     

    3.    Adjustments.

     

    3.1    Stock
      Splits, Stock Dividends and Combinations.
      If the
      Company at any time subdivides the outstanding shares of the Common Stock or
      issues a stock dividend (in Common Stock) on the outstanding shares of the
      Common Stock, the Exercise Price in effect immediately prior to such subdivision
      or the issuance of such stock dividend shall be proportionately decreased,
      and
      the number of Shares subject hereto shall be proportionately increased, and
      if
      the Company at any time combines (by reverse stock split or otherwise) the
      outstanding shares of Common Stock, the Exercise Price in effect immediately
      prior to such combination shall be proportionately increased, and the number
      of
      Shares subject hereto shall be proportionately decreased, effective at the
      close
      of business on the date of such subdivision, stock dividend or combination,
      as
      the case may be.

     

    3.2    Merger
      or Consolidation.
      In the
      case of any consolidation of the Company with, or merger of the Company with
      or
      into another entity (other than a consolidation or merger which does not result
      in any reclassification or change of the outstanding capital stock of the
      Company), the entity formed by such consolidation or merger shall execute and
      deliver to the Warrant Holder a supplemental warrant agreement providing that
      the Warrant Holder shall have the right thereafter (until the expiration of
      such
      Warrant) to receive, upon exercise of such Warrant, the kind and amount of
      shares of capital stock and other securities and property receivable upon such
      consolidation or merger by a holder of the number of Shares for which such
      Warrant might have been exercised immediately prior to such consolidation or
      merger. Such supplemental warrant agreement shall provide for adjustments which
      shall be identical to the adjustments provided in Section
      3
      hereof.

     

    
      
        
        

      

      
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    3.3    Certificate
      as to Adjustments.
      Upon
      the occurrence of each adjustment or readjustment of the Exercise Price pursuant
      to this Section
      3,
      the
      Company, at its expense, shall promptly compute such adjustment or readjustment
      of the Exercise Price in accordance with the terms hereof and furnish to each
      Holder of a Warrant a certificate setting forth such adjustment or readjustment
      and showing in detail the facts upon which such adjustment or readjustment
      is
      based, including a statement of (i) the Exercise Price in effect immediately
      prior to such adjustment or readjustment and (ii) the number of shares of Common
      Stock and the amount, if any, of other securities or property that at the time
      would be received upon the exercise of this Warrant. The Company shall, upon
      the
      written request at any time of any Holder of a Warrant, furnish or cause to
      be
      furnished to such Holder a like certificate setting forth (x) all adjustments
      and readjustments of the Exercise Price since the Original Issue Date and (y)
      the Exercise Price then in effect.

     

    4.    Transfers.

     

    4.1    General.
      Warrant
      Holder hereby acknowledges and agrees that the sale, transfer, assignment or
      pledge of this Warrant and the Shares shall be governed by the Subscription
      Agreement. 

     

    4.2    Warrant
      Register.
      The
      Company will maintain a register containing the names and addresses of the
      Warrant Holders of this Warrant. Until any transfer of this Warrant is reflected
      in the warrant register, the Company may treat the Warrant Holder as the
      absolute owner hereof for all purposes. Any Warrant Holder may change such
      Warrant Holder’s address as shown on the warrant register by written notice to
      the Company requesting such change.

     

    5.    No
      Fractional Shares.
      Any
      adjustment in the number of Shares purchasable hereunder shall be rounded to
      the
      nearest whole share.

     

    6.    Covenants
      as to the Shares.
      The
      Company covenants and agrees that the Shares issuable upon exercise of this
      Warrant, will, upon issuance in accordance with the terms hereof, be duly and
      validly issued and outstanding, fully paid and nonassessable, with no personal
      liability attaching to the ownership thereof, and free from all taxes, liens
      and
      charges with respect to the issuance thereof imposed by or through the Company;
      provided,
      however,
      that
      the Company shall not be required to pay any tax that may be payable in respect
      of any transfer involved in the issuance and delivery of any certificates in
      respect of such shares in a name other than that of the Warrant Holder and
      the
      Company shall not be required to issue or deliver such certificates unless
      or
      until the person(s) requesting the issuance thereof shall have paid to the
      Company the amount of such tax or it shall be established to the satisfaction
      of
      the Company that such tax has been paid. The Company further covenants and
      agrees that the Company will at all times have authorized and reserved, free
      from preemptive rights imposed by or through the Company, a sufficient number
      of
      shares of Common Stock to provide for the exercise of the rights represented
      under this Warrant.

     

    
      
        
        

      

      
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    7.    Legend.
      Any
      certificate evidencing the Shares issuable upon exercise hereof will bear the
      legend set forth in the Subscription Agreement. 

     

    8.    Dividends
      and Other Distributions.
      In the
      event that the Company shall, at any time prior to the exercise of all Warrants,
      declare a dividend (other than a dividend consisting solely of shares of Common
      Stock) or otherwise distribute to its stockholders any assets, properties,
      rights, evidence of indebtedness, securities (other than shares of Common
      Stock), whether issued by the Company or by another person, or any other thing
      of value, the Company shall give the Warrant Holder ten (10) calendar days’
prior written notice of such proposed dividend or distribution. 

     

    9.    Miscellaneous.

     

    9.1    Waivers
      and Amendments.
      This
      Warrant or any provisions hereof may be changed, waived, discharged or
      terminated only by a statement in writing signed by the Company and by Warrant
      Holders holding a majority of the then outstanding Warrants.

     

    9.2    Governing
      Law.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Warrant shall be governed by and construed and enforced in accordance
      with the internal laws of the State of New Jersey, without regard to the
      principles of conflicts of law thereof. Each party agrees that all legal
      proceedings concerning the interpretations, enforcement and defense of the
      transactions contemplated by this Warrant (whether brought against a party
      hereto or its respective affiliates, directors, officers, shareholders,
      employees or agents) shall be commenced exclusively in the state and federal
      courts sitting in the County of Bergen, State of New Jersey. Each party hereto
      hereby irrevocably submits to the exclusive jurisdiction of the state and
      federal courts sitting in the County of Bergen, State of New Jersey for the
      adjudication of any dispute hereunder or in connection herewith or with any
      transaction contemplated hereby or discussed herein (including with respect
      to
      the enforcement of this Warrant), and hereby irrevocably waives, and agrees
      not
      to assert in any suit, action or proceeding, any claim that it is not personally
      subject to the jurisdiction of any such court. Each party hereto hereby
      irrevocably waives personal service of process and consents to process being
      served in any such suit, action or proceeding by delivering a copy thereof
      via
      overnight delivery (with evidence of delivery) to such party at the address
      in
      effect for notices to it under this Warrant and agrees that such service shall
      constitute good and sufficient service of process and notice thereof. Nothing
      contained herein shall be deemed to limit in any way any right to serve process
      in any manner permitted by law. Each party hereto hereby irrevocably waives,
      to
      the fullest extent permitted by applicable law, any and all right to trial
      by
      jury in any legal proceeding arising out of or relating to this Warrant or
      the
      transactions contemplated hereby. If either party shall commence an action
      or
      proceeding to enforce any provisions of this Warrant, then the prevailing party
      in such action or proceeding shall be reimbursed by the other party for its
      attorneys fees and other costs and expenses incurred with the investigation,
      preparation and prosecution of such action or proceeding.

     

    
      
        
        

      

      
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    9.3    Notices.
      All
      notices and other communications hereunder shall be made in accordance with
      the
      Subscription Agreement.

     

    9.4    Headings.
      The
      headings in this Warrant are for convenience of reference only, and shall not
      limit or otherwise affect the terms hereof.

     

    9.5    Closing
      of Books.
      The
      Company will at no time close its transfer books against the transfer of any
      Shares issued or issuable upon the exercise of this Warrant in a manner that
      interferes with the timely exercise of this Warrant.

     

    9.6    No
      Rights or Liabilities as a Stockholder.
      This
      Warrant shall not entitle the Warrant Holder hereof to any voting rights or
      other rights as a stockholder of the Company with respect to the Shares prior
      to
      the exercise of this Warrant. No provision of this Warrant, in the absence
      of
      affirmative action by the Warrant Holder to purchase the Shares, and no mere
      enumeration herein of the rights or privileges of the Warrant Holder, shall
      give
      rise to any liability of such Holder for the Exercise Price or as a stockholder
      of the Company, whether such liability is asserted by the Company or by
      creditors of the Company.

     

    9.7    Successors.
      All the
      covenants and provisions of this Warrant shall be binding upon and inure to
      the
      benefit of the parties hereto and their respective successors and permitted
      assigns and transferees.

     

    9.8    Severability.
      If any
      provision of this Warrant shall be held to be invalid and unenforceable, such
      invalidity or unenforceability shall not affect any other provision of this
      Warrant.

     

    IN
      WITNESS WHEREOF, the Company has executed this Warrant on the date first above
      written.

     

    
      	 	 	
              Vyteris,
                Inc.

            
	 	 	 
	 	 	 
	 	 	
              By:
                __________________________

            
	 	 	
              Name:

            
	 	 	
              Title:

            


    

    



    
      
        
        

      

      
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    EXHIBIT
      A

    


    NOTICE
      OF EXERCISE

    


    (To
      be
      signed only on exercise of Warrant)

    


    


    Dated:________________________

     

    
      	To:	
              VYTERIS,
                INC.

            
	 	 
	 	
              The
                undersigned, pursuant to the provisions set forth in the attached
                Warrant
                Agreement, hereby irrevocably elects
                to:

            


    

     

    purchase
      _____ shares of Common Stock covered by such Warrant Agreement and herewith
      makes a cash payment of US$_____________, representing the full purchase price
      for such shares at the price per share provided for in such Warrant
      Agreement.

    
       

      
        	 	
                Please
                  issue a certificate or certificates representing such shares of
                  Common
                  Stock in the name of the undersigned or in such other name as is
                  specified
                  below.

              


      

    

     

    Signature:___________________________________

     

    Name
      (print):_________________________________

     

    Title
      (if
      applicable):____________________________

     

    Company
      (if applicable):________________________

     

     

     

     

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