EXHIBIT
10.149

    CONFIDENTIAL
TREATMENT REQUESTED

    


    Ferring
Pharmaceuticals, Inc.

    4
Gatehall Drive, 3rd
Floor

    Parsippany,
NJ  07054

     

    March
___, 2009

    


    Vyteris,
Inc.

    13-01
Pollitt Drive

    Fair
Lawn, NJ   07410

    


    Ladies
and Gentlemen:

    


    Ferring
Pharmaceuticals, Inc., a Delaware corporation (“Ferring”), Vyteris,
Inc., a Delaware corporation (“Vyteris”), and
Vyteris, Inc., a Nevada corporation (“Parent”) hereby agree
as follows:

    


    1.            License
Agreement.   Reference is hereby made to the License and
Development Agreement dated as of September 27, 2004, as amended, between
Ferring and Vyteris (the “License
Agreement”).

     

    (a)           Attached
hereto as Schedule
1 is a draft of the calendar year 2009 “patch development budget”
provided by Vyteris to Ferring pursuant to Section 2.04 of the License Agreement
(the “2009 Patch
Development Budget”).  Promptly following the execution and
delivery of this letter agreement, Vyteris and Ferring shall agree upon a final
2009 Patch Development Budget.  The existing 50/50 sharing arrangement
with respect to annual development costs incurred to carry out the Development
Plan described in the License Agreement shall remain in
place.  However, solely with respect to up to $6,600,000 of the 2009
Patch Development Budget, Ferring agrees that, subject to adequate confirmation
and approval by Ferring, in its sole reasonable discretion, regarding the use of
such funds consistent with the Development Plan, Ferring shall pay half of such
budgeted amount ($3,300,000) in full first.  With respect to each such
payment made by Ferring with respect to calendar year 2009 (including, without
limitation, prior to the execution of this letter agreement) in excess of the
amounts due in accordance with the original 50/50 sharing arrangement (the
“Excess
Amounts”), Ferring shall be deemed to have paid such Excess Amounts on
account of and on behalf of Vyteris’s obligation under the existing 50/50
sharing arrangement; and such Excess Amounts shall be deemed loans by Ferring to
Vyteris (which loans Vyteris shall repay to Ferring (i) by making payment, on
account of and for the benefit of Ferring, of Ferring’s 50/50 sharing obligation
with respect to the second half of such $6,600,000 ($3,300,000) of such
Development Costs, but in any event, no later than December 31, 2009, or (ii) if
earlier, upon the termination of the License Agreement or the breach by Vyteris
or Parent of the License Agreement, the Supply Agreement (as defined below), the
Technical Agreement (as defined below), or any of the Transaction Documents (as
defined below).  In connection therewith, Vyteris shall invoice
Ferring on a semi-monthly basis based on actual costs incurred during the prior
semi-monthly period.  All such payments shall continue to be subject
to year-end reconciliation and the other provisions set forth in Section 2.04 of
the License Agreement.  With respect to any amounts in the final 2009
Development Patch Development Budget in excess of $6,600,000, such amounts shall
be paid after Ferring and Vyteris pay the amounts set forth in this paragraph
(and the original 50/50 sharing arrangement shall apply with respect
thereto).


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    (b)           Section
5.05(b) of the License Agreement is hereby amended and restated to read in its
entirety as follows:

     

    “In each
subsequent twelve month period, the revenue share percentage that shall be paid
by Ferring to Vyteris shall be as follows:

     

    
      	
               
      

            	
              ·

            	
              *% of the first $100 million of
      Net Sales during such
period;

            


    

     

    
      	
               
      

            	
              ·

            	
              *% of Net Sales between
      $100-200 million during such period;
and

            


    

     

    
      	
               
      

            	
              ·

            	
              *% of Net Sales exceeding
      $200 million in each such
period.”

            


    

     

    (c)           Except
as set forth above, the License Agreement shall remain in full force and
effect.

     

    2.            Supply
Agreement.  Reference is hereby made to the Supply Agreement
dated September 27, 2004, as amended, between Ferring and Vyteris the (“Supply Agreement”)
and the Technical Agreement entered into by and between Ferring and Vyteris in
connection with (the “Technical
Agreement”).

     

    (a)           The
following is hereby added as a new Section 8.5 of the Supply
Agreement:

     

    “At
Ferring's expense, Vyteris hereby agrees that it shall permit a Ferring
manufacturing/production employee or representative to be onsite at Vyteris’
Fair Lawn, New Jersey facility during calendar year 2009, at such times as are
reasonably requested by Ferring, for observation and review purposes solely with
respect to activities related to Ferring.  With respect to such
observation and review, the provisions of Article 6 of this Agreement
(Confidentiality) shall apply.  During calendar years 2009 and 2010,
Ferring agrees that it shall not directly solicit for employment any employee of
Vyteris whom Ferring is first introduced to directly as a result of the exercise
by Ferring of such observation and review rights.”

     

    (b)           Except
as set forth above, the Supply Agreement and the Technical Agreement shall
remain in full force and effect.

     

    3.            PMK150.

     

    (a)           Attached
hereto as Schedule
2 is a description of machinery commonly referred to as PMK150 and used
by Vyteris in connection with its performance of its obligations pursuant to the
License Agreement and
Supply Agreement (together with all replacement and spare parts and
accessories, the “PMK150”).  Vyteris
hereby represents and warrants to Ferring that there are no manufacturer or
other warranties in favor of Vyteris and/or its affiliates relating to the
PMK150.

     

    *
confidential treatment requested.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    (b)           Vyteris
and Parent hereby, jointly and severally,  represent and warrant to
Ferring that (i) Vyteris owns all good and marketable right, title and interest
in and to the PMK150, free and clear of any and all liens, security interests,
pledges, attachments, mortgages, charges, claims, conditions or other similar
encumbrances or restrictions of any kind, including, without limitation, any
conditional sale agreement or other title retention agreement (collectively,
“Liens”),
except for the Lien in favor of Spencer Trask Specialty Group (“Spencer Trask”); and
upon execution and delivery of the Bill of Sale (as defined below), Ferring
shall acquire all absolute unconditional right, title and interest in and to the
Purchased Assets (as defined below), free and clear of all Liens (i.e., Spencer
Trask shall release its Lien); (ii) the PMK150 conforms to the specifications
set forth on Schedule
2 hereto and is in good working order and operating condition, free of
any material defects (latent and otherwise); (iii) the PMK150 complies in all
material respects with all applicable requirements of all applicable and
relevant occupational safety and health laws and the regulations promulgated
thereunder; and (iv) the PMK150 is located at the facilities of Vyteris located
at 13-01 Pollitt Drive, Fair Lawn, New Jersey.

     

    (c)           Vyteris
and Parent hereby, jointly and severally, represent and warrant to Ferring that
(i) Vyteris is a wholly-owned subsidiary of Parent, that Parent is a
holding-company without operations other than as relate to its ownership of
Vyteris, and that Parent’s only asset is its capital stock of Vyteris; and (ii)
except as set forth on Schedule 3, there is
no actual or threatened claim, lawsuit, action or proceeding against or
involving Vyteris or Parent.

     

    (d)           Simultaneously
with the execution and delivery of this letter agreement, Vyteris and Ferring
shall enter into an Assignment and Bill of Sale in the form attached hereto as
Exhibit A (the
“Bill of Sale”)
pursuant to which Vyteris shall sell and assign to Ferring, and Ferring shall
purchase from Vyteris, the PMK150 and all related records, documentation and
warranties (collectively, the “Purchased Assets”),
free and clear of all Liens.  The Bill of Sale is hereby incorporated
by reference into this Agreement as if fully set forth herein.

     

     (i)            The
purchase price to be paid by Ferring to Vyteris for the Purchased Assets is One
Million Dollars ($1,000,000) (the “Purchase Price”) and
shall be paid by Ferring to Vyteris as follows:

     

    (a)           credit
for the principal amounts owed by Vyteris to Ferring pursuant to (i) the
Promissory Note dated July 8, 2008 made by Parent, as nominee and agent for
Vyteris, to Ferring in the original principal amount of $50,000 (the "$50,000 Note") (which
principal amount equals $50,000), and (ii) the Promissory Note dated December
15, 2008 made by Parent, as nominee and agent for Vyteris, to Ferring in the
original principal amount of $200,000 (the "$200,000 Note")
(which principal amount equals $200,000) are hereby credited in full against the
Purchase Price;

     

    (b)           Ferring
shall make a payment to Vyteris in the amount of $250,000 on the date hereof;
and

     

    (c)           On
April 30, 2009, Ferring shall make a payment to Vyteris in the amount of (i)
$500,000, less credit for (ii) interest payments owed by Vyteris to Ferring
pursuant to the (A) the $50,000 Note; (B) the $200,000 Note; and (C) the
Promissory Note dated July 8, 2008 made by Parent, as nominee and agent for
Vyteris, to Ferring in the original principal amount of $2,500,000 (the “$2,500,000
Note”).


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

     (ii)           The
parties hereby acknowledge and agree that the loans made by Ferring and
represented by the $50,000 Note, the $200,000 Note and the $2,500,000 Note were
each made by Ferring to Parent, as nominee and agent for Vyteris.  The
parties hereby acknowledge and agree that the Purchase Price constitutes the
Fair Market Value of the Purchased Assets.  As used in this letter
agreement, the “Fair Market Value” means the price determined by the parties to
be the price which a willing buyer would pay for assets in an arm’s length
transaction to a willing seller who is under no compulsion to sell such
assets.

     

     (iii)          The
Parties hereby acknowledge and agree that, in accordance with Section 4 of the
$2,500,000 Note, Ferring has elected to offset the principal amount due by
Ferring thereunder against the $2,500,000 payment due by Ferring pursuant to
Section 5.02(ii) of the License Agreement.

     

    (e)           Simultaneously
with the execution and delivery of this letter agreement, Vyteris and Ferring
shall enter into an Equipment Lease Agreement in the form attached hereto as
Exhibit B (the
“Equipment
Lease”) pursuant to which Ferring shall lease to Vyteris the Purchased
Assets.   As set forth in the Equipment Lease, in lieu of Vyteris
paying the lease payments to Ferring in cash, at Ferring’s option Ferring shall
receive a dollar-for-dollar credit against, at Ferring’s option, (i) the option
exercise price described below with respect to the PMK300, and/or (ii) amounts
due by Ferring to Vyteris pursuant to the License Agreement (e.g., milestone payments),
the Supply Agreement and/or any other agreement between the
parties.  The Equipment Lease is hereby incorporated by reference into
this Agreement as if fully set forth herein.  General terms shall
include, without limitation, lease payments of $1000 per month, a term of 10
years and covenants by Vyteris to maintain the Equipment in proper working
order.  Without otherwise limiting the provisions of the Section 6(b)
of the Equipment Lease, the insurance referred to in Section 6(b) of the
Equipment Lease shall include the insurance set forth on Schedule 3(a)
attached hereto.

     

    4.            PMK300.

     

    (a)           Attached
hereto as Schedule
4 is a description of a piece of machinery commonly referred to as PMK300
(together with all replacement and spare parts and accessories, the “PMK300”).  There
are no manufacturer and other warranties in favor of Vyteris and/or Parent
relating to the PMK300.

     

    (b)           Vyteris
and Parent hereby, jointly and severally, represent and warrant to Ferring that
(i) Vyteris owns all good and marketable right, title and interest in and to the
PMK300, free and clear of any and all Liens; and upon consummation by Ferring of
the transactions contemplated by the Option (as defined below), Ferring shall
acquire all absolute unconditional right, title and interest in and to the
PMK300 Assets (as defined below), free and clear of all Liens; (ii) the PMK300
conforms to the specifications: set forth on Schedule 4 hereto and
is in good working order and operating condition, free of any material defects
(latent and otherwise); (iii) the PMK300 complies in all material respects with
all applicable requirements of all applicable and relevant occupational safety
and health laws and the regulations promulgated thereunder; and (iv) the PMK300
is located at the facilities of Herro Hoeflinger Harro Höfliger
Verpackungsmaschinen GmbH, Werk Satteldorf, Industriestraße 6, 74589 Satteldorf,
GERMANY.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    (c)           Vyteris
hereby grants to Ferring the right to purchase the PMK300 and all related
records, documentation and warranties (collectively, the “PMK300 Assets”), free
and clear of all Liens (the “Option”).   In
order to exercise the Option, Ferring shall notify Vyteris in writing, prior to
the expiration of the Option Period (as defined below), that Ferring desires to
exercise the Option, in which case the parties shall promptly negotiate and
enter into a purchase agreement and other related documents (including, without
limitation, transfer documents and a legal opinion in favor of Ferring) in
connection therewith.  As used herein, the “Option Period” means
the period of time beginning on the date of this letter agreement and ending on
the second anniversary of the letter agreement.

     

     (i)           The
option exercise price to be paid by Ferring to Vyteris shall be in an amount and
upon payment terms mutually agreed upon by the parties in good
faith.

     

     (ii)          Vyteris
hereby covenants and agrees that during the Option Period (and, if Ferring
exercises the Option, until such time as Ferring and Vyteris consummate the sale
by Vyteris to Ferring of the PMK300 Purchased Assets), the representations and
warranties set forth in paragraph 4(b) shall remain true and accurate in all
respects and Vyteris shall maintain the insurance listed on Schedule 5 attached
hereto.

     

    5.            Representations and
Warranties.  Vyteris and Parent, jointly and severally, hereby
represent and warrant to Ferring, and Ferring hereby represents and warrants to
Vyteris that:

     

    (a)           It
is duly and validly existing under the laws under which it was organized and is
qualified and in good standing in the State of New Jersey; except that, with
respect to Parent, Vyteris and Parent represent and warrant that Parent is not
in good standing in the State of New Jersey, that Parent is not “doing business”
in the State of New Jersey and that such failure of Parent to be in good
standing is not in violation or contrary to any law or regulation.  It has the
requisite power and authority to execute, deliver and perform this letter
agreement and all of the other documents and instruments executed and delivered
by it in accordance herewith (collectively with this letter agreement, the
“Transaction
Documents”).  It has obtained all necessary authorizations to
approve the execution, delivery and performance by it of each of the Transaction
Documents to which it is a party.  Each of the Transaction Documents
to which it is a party has been duly executed and delivered by it.

     

    (b)           Each
of the Transaction Documents to which it is a party is its legal, valid and
binding obligation, enforceable against it in accordance with its
terms.  The execution, delivery and performance of each of the
Transaction Documents to which it is a party does not and will not, under any
circumstance whatsoever: (i) conflict with, constitute a default, or result in a
default or other breach of or under the certificate of incorporation or bylaws
of such party or any agreement to which such party is a party or by which it or
its assets is bound; (ii) permit any entity or individual to either terminate or
to accelerate any liability or other obligation, or to impose any penalty under
or to otherwise modify, or exercise rights under, or cancel or require any
notice under, or otherwise violate any  agreement to which such party
is a party or by which it or its assets is bound; or (iii) otherwise result in a
Lien, except for Liens in favor of Ferring as contemplated by the Transaction
Documents.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    (c)           No
governmental or other authorization, approval or other consent of any kind or
nature by or on behalf of such party is required arising out of or otherwise
relating to the execution, delivery or performance of the Transaction Documents
to which it is a party and such party is not prohibited by any law from
consummating the transactions contemplated by any of the Transaction Documents
to which it is a party.  No litigation or other proceeding is pending
against it that questions the validity of any of the Transaction Documents or
any transaction contemplated thereby.

     

    6.            Indemnification; Security
Interests; Subordination; Additional Agreements.

     

    (a)           Vyteris
and Parent, jointly and severally, hereby agree to indemnify and hold harmless
(and at the request of Ferring, defend) Ferring and its parent and other
affiliates and their respective successors and permitted assigns, and the
officers, directors, managers, employees, members, partners, stockholders,
agents and representatives of each of the foregoing (collectively, the “Buyer Indemnitees”),
from and against, and shall pay to the Buyer Indemnitees the amount of, any and
all liabilities, losses, damages, expenses (including, without limitation,
reasonable attorneys’ fees), causes of action, suits, claims or judgments
arising from, resulting from or based upon (i) any breach of or inaccuracy in
the representations and warranties of Vyteris and/or Parent contained in any of
the Transaction Documents, the License Agreement, the Supply Agreement and/or
the Technical Agreement, (ii) any breach of the covenants or agreements of
Vyteris and/or Parent contained in any of the Transaction Documents, the License
Agreement, the Supply Agreement and/or the Technical Agreement, or (iii) the
actual or alleged use, operation, delivery or transportation of the Purchased
Assets (and, if Ferring exercises, the Option, the PMK300 Assets) prior to the
sale and assignment thereof to Ferring pursuant to the Transaction Documents or
while Vyteris and/or Parent otherwise has possession or control
thereof.

     

    (b)           To
secure the obligations of Vyteris pursuant to the existing and new agreements
between the parties, Vyteris shall grant to Ferring a security interest in all
of the assets of Vyteris (including, without limitation, the PMK300 machinery
and the Product (as defined in the License Agreement), work in process supplies,
inventories, machinery and equipment); provided, however, that with respect to
patent rights, such collateral shall only include the patents and patent
applications (i) referred to in the License Agreement, (ii) made, created,
developed or reduced to practice in connection with the License Agreement, and
(iii) any other patents and patent applications owned or controlled by Vyteris
and necessary, useful or desirable to Ferring’s manufacture, marketing, sale
testing, development or use of the Product, including, without limitation the
patents and patent applications listed on Schedule 6 attached
hereto, together with certain other assets, all as more fully described in the
Vyteris Security Agreement (as defined below).  In furtherance
thereof, simultaneously with the execution and delivery of this letter
agreement, Vyteris shall execute and delivery to Ferring a Security Agreement in
the form attached hereto as Exhibit C (the “Vyteris Security
Agreement”) and any other UCC-1 statements, collateral assignments of
patents and other documents reasonably requested by Ferring.  The
Vyteris Security Agreement is hereby incorporated by reference into this
Agreement as if fully set forth herein.   Additionally, Vyteris
shall, upon the request of Ferring at any time on the date hereof or thereafter,
take all steps that Ferring deems advisable or necessary in order for Ferring to
obtain and/or perfect its security interest (including, at the request of
Ferring, that Vyteris shall execute appropriate German security documents, move
the PMK300 machinery to the United States and/or obtain a legal opinion, from a
law firm and in form satisfactory to Ferring, with respect to such
perfection).  The German security documents shall substantially
conform to the draft security transfer agreement (Sicherungsübereignungsvertrag)
attached hereto as Exhibit G and shall
be executed by the parties (including Spencer Trask) within twenty (20) bank
working days from the execution and delivery of this Letter
Agreement.  The German security documents shall form an integral part
of the Vyteris Security Agreement and their content shall be incorporated in
full into the Vyteris Security Agreement by way of reference.  Vyteris
shall pay all costs and expenses incurred by Ferring in connection with
perfecting its security interest (including, without limitation, all costs and
expenses of German legal counsel).   The Vyteris Security
Agreement shall terminate on the Security Interest Termination Date (as defined
in the Vyteris Security Agreement).


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    (c)           To
secure the obligations of Parent pursuant to the existing and new agreements
between the parties, Parent shall grant to Ferring a security interest in all of
the assets of Parent.  In furtherance thereof, simultaneously with the
execution and delivery of this letter agreement, Parent shall execute and
delivery to Ferring a Parent Security Agreement in the form attached hereto as
Exhibit D (the
“Parent Security
Agreement”) and any other UCC-1 statements and other documents reasonably
requested by Ferring.  The Parent Security Agreement is hereby
incorporated by reference into this Agreement as if fully set forth
herein.   Additionally, Parent shall, upon the request of Ferring
at any time on the date hereof or thereafter, take all steps that Ferring deems
advisable or necessary in order for Ferring to obtain and/or perfect its
security interest.  Parent and/or Vyteris shall pay all costs and
expenses incurred by Ferring in connection with perfecting its security
interest.  The Parent Security interest shall terminate on the
Security Interest Termination Date.

     

    (d)           Simultaneously
with the execution and delivery of this letter agreement, Spencer Trask shall
fully release and discharge all Liens with respect to the PMK150, and (ii) enter
into a Subordination and Agreement in the form attached hereto as Exhibit
E.  Additionally, immediately prior to consummation of the
transactions contemplated by exercise by Ferring of the Option, Spencer Trask
shall fully release and discharge all Liens with respect to the
PMK300.  In connection with the foregoing, Spencer Trask hereby shall
authorize Ferring to take any and all actions (including, as appropriate, filing
UCC-3 termination statements) necessary or desirable, as determined by Ferring
in good faith.

     

    (e)           Simultaneously
with the execution and delivery by the parties of this letter agreement, Vyteris
shall deliver to Ferring the legal opinion of Jolie Kahn, Esq., counsel to
Vyteris, in form and substance satisfactory to Ferring, in the form attached
hereto as Exhibit
F.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    (f)           Until
the Security Interest Termination Date, Vyteris nor Parent may not make any
payments to any related party shareholders or entities controlled by related
party shareholders (“related party shareholder” is defined as those shareholders
listed on Schedule
8 attached hereto), except for (i) compensation under existing employment
agreements and consulting fees payable to officers and a certain corporate
director at rates no greater than the rates in effect on January 1, 2009 and
otherwise upon terms no more favorable to such officers and director than under
past practices, and compensation paid to Parent’s Board of Directors pursuant to
arrangements in effect either pursuant to the existing Board compensation plan
or otherwise as in effect on January 1, 2009, and (ii) amounts pre-approved by
Ferring in writing, in each instance, in Ferring’s sole discretion.

     

    (g)         
Notwithstanding anything contained in the Vyteris Security Agreement to the
contrary, Ferring hereby agrees that if, and only if, (i) Ferring has confirmed
in writing that neither Vyteris nor Parent has breached or defaulted under or
with respect to (nor has Ferring alleged in good faith that such breach or
default has occurred under or with respect to) any of the Transaction Documents,
the License Agreement, the Supply Agreement and/or the Technical Agreement, and
(ii) Spencer Trask has reaffirmed in writing (in form and substance reasonably
satisfactory to Ferring in its sole discretion) that the Subordination and
Agreement remains in full force and effect, Ferring shall (A) allow Vyteris to
grant or allow the imposition of a lien or security interest upon the Collateral
(as defined in the Vyteris Security Agreement) in connection with the making of
loans to Vyteris by one or more New Third Party Lenders, and (B) subordinate its
liens and security interests created by the Vyteris Security Agreement to such
New Third Party Lenders to the extent that the value of the Collateral (as
defined in the Vyteris Security Agreement) at the time or times that Ferring
exercises its rights and remedies pursuant to the Vyteris Security Agreement (as
determined by Ferring in its sole discretion good faith) exceeds $3,300,000; it
being understood and agreed that Ferring’s liens and security interests shall
remain senior to the New Third Party Lenders with respect to at least $3,300,000
of value of the Collateral.  In connection with the foregoing
subordination, Ferring agrees to execute a subordination agreement with New
Third Party Lenders in form and substance reasonably satisfactory to Ferring in
its sole discretion.  As used herein, a “New Third Party
Lender” means a third party accredited investor and/or financial
institution (but not Spencer Trask) that is not affiliated in any way with
Vyteris, Parent, Spencer Trask or any related party shareholders or entities
controlled by related party shareholders (as described in paragraph 6(f)
above).

     

    (h)           So
long the License Agreement and/or the Supply Agreement is in effect, Ferring
shall receive notice of all regularly scheduled and unscheduled meetings of the
Board of Directors of Vyteris and Parent, and subject to having designated an
observer (which may be only one person and not subject to change unless the
designated person is no longer employed or retained by Ferring), who has signed
Vyteris’s and Parent's standard nondisclosure agreement (of which Ferring shall
not be a third party beneficiary), such observer may attend Vyteris’s and
Parent's regularly scheduled and unscheduled meetings of its Board of Directors
and shall receive the materials distributed or made available to the voting
members of the Board in connection with such meetings; provided, however, that
such observer shall not have a right to vote or otherwise pass on any matters
brought to the attention of the Board at such meetings, and such observer shall
be excluded from any discussions regarding any matters related to
Ferring.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

     

    7.            Miscellaneous.

     

    (a)           Each
of the Transaction Documents shall be governed by and construed in accordance
with the laws of the State of New Jersey without giving effect to conflicts of
law principles.

     

    (b)           Each
of the Transaction Documents may be executed in counterparts and delivered by
facsimile, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.  The parties hereby
submit to the exclusive jurisdiction of the state and federal courts located in
the City of Newark, State of New Jersey for the sole purpose of the Transaction
Documents and any controversy arising thereunder. VYTERIS AND FERRING EACH WAIVE
THEIR RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING FROM THE
TRANSACTION DOCUMENTS.

     

    (c)           Vyteris
and Parent shall execute and deliver to Ferring, upon Ferring’s request, such
instruments and assurances as Ferring deems necessary or advisable in order to
consummate the transactions contemplated by the Transaction
Documents.  At request of Ferring, Vyteris shall execute, or join
Ferring in executing, financing statements pursuant to the Uniform Commercial
Code or comparable statute, rule or regulation.

     

    (d)           All
notices under any of the Transaction Documents shall be delivered by facsimile
(confirmed by overnight delivery) or by overnight delivery with a reputable
overnight delivery service, to the address of the respective parties set forth
above.  Notices shall be effective on the day following the date of
transmission if sent by facsimile, and on the business day following the date of
delivery to the overnight delivery service if sent by overnight
delivery.  A party may change its address listed above by notice to
the other party given in accordance with this section.

     

    (e)           The
parties hereto acknowledge that the Transaction Documents set forth the entire
agreement and understanding of the parties and supersedes all prior written or
oral agreements or understandings with respect to the subject matter
thereof.  No modification of any of the terms of any of the
Transaction Documents shall be deemed to be valid unless in writing and signed
by an authorized agent or representative of both parties hereto.  No
course of dealing or usage of trade shall be used to modify the terms and
conditions therein.  A waiver of a default shall not be a waiver of
any other or a subsequent default.

     

    (f)           Each
of the Transaction Documents is binding upon, and inures to the benefit of, the
parties hereto and their respective administrators, successors and
assigns.  Neither Vyteris nor Parent may assign or otherwise transfer
(by assignment, stock sale, merger or otherwise) any of the Transaction
Documents without the prior written consent of Ferring.  Each
provision of each of the Transaction Documents shall be considered separable;
and if, for any reason, any provision or provisions herein are determined to be
invalid and contrary to any existing or future law, such invalidity shall not
impair the operation of or affect those portions of the applicable Transaction
Documents which are valid.

     

    [Signature
Page Follows]


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

    


    Please
confirm your agreement to the foregoing by executing the enclosed duplicate
original of this letter in the space provided below and returning it to
Ferring.

     

    
      
        
          	
                  FERRING
      PHARMACEUTICALS, INC.

                
	 
      	 
      
	
                  By:

                	
                  /s/
      Wayne C. Anderson 

                
	 
      	
                  Name: Wayne
      C. Anderson

                
	 
      	
                  Title:  
      President and CEO

                


        

      

    

    


    ACCEPTED
AND

    AGREED
TO:

    


    
      
        	
                VYTERIS,
      INC., a Delaware corporation

              
	 
      	 
      
	
                By:

              	
                /s/
      Haro Hartounian

              
	 
      	
                Name: Haro
      Hartounian

              
	 
      	
                Title:  
      Chief Executive Officer

              


      

    

    


    ACCEPTED
AND AGREED TO:

    


    
      
        	
                VYTERIS,
      INC., a Nevada corporation

              
	 
      	 
      
	
                By:

              	
                /s/
      Haro Hartounian

              
	 
      	
                Name:
      Haro Hartounian

              
	 
      	
                Title:  
      Chief Executive Officer

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    SCHEDULES AND
EXHIBITS

     

    
      
        	
                Schedule
      1

              	 
      	
                2009
      Patch Development Budget

              
	
                Schedule
      2

              	 
      	
                Description
      of PMK150

              
	
                Schedule
      3

              	 
      	
                Claims,
      Lawsuits, Actions

              
	
                Schedule
      3(a)

              	 
      	
                PMK150
      Insurance

              
	
                Schedule
      4

              	 
      	
                Description
      of PMK300

              
	
                Schedule
      5

              	 
      	
                PMK300
      Insurance

              
	
                Schedule
      6

              	 
      	
                Certain
      Patent Rights

              
	
                Schedule
      7

              	 
      	
                Materials
      and Supplies

              
	
                Schedule
      8

              	 
      	
                Related
      Parties

              
	 
      	 
      	 
      
	
                Exhibit
      A

              	 
      	
                Form
      of Bill of Sale

              
	
                Exhibit
      B

              	 
      	
                Form
      of Equipment Lease

              
	
                Exhibit
      C

              	 
      	
                Form
      of Vyteris Security Agreement

              
	
                Exhibit
      D

              	 
      	
                Form
      of Parent Security Agreement

              
	
                Exhibit
      E

              	 
      	
                Form
      of Subordination of Agreement

              
	
                Exhibit
      F

              	 
      	
                Form
      of Legal Opinion

              
	
                Exhibit
      G

              	 
      	
                Draft
      German Security Transfer
Agreement

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Schedule
1    Draft 2009 Patch Development Budget

     

    See
Attached


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Schedule
2    Description of PMK150

    


    See
attached


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Schedule
3    Claims, Lawsuits, Actions

    


    See
Attached


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Schedule
3(a)    PMK150 Insurance

    


    See
Attached


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Schedule
4    Description of PMK300

    


    See
Attached


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Schedule
5    PMK300 Insurance

    


    See
Attached


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Schedule
6    Certain Patent Rights

    


    See
Attached


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Schedule
7    Materials and Supplies

    


    See
Attached


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Schedule
8    Related Parties

    


    See
Attached


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Exhibit
A    Form of Bill of Sale

    


    See
Attached


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Exhibit
B    Form of Equipment Lease

    


    See
Attached


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Exhibit
C    Form of Vyteris Security Agreement

    


    See
Attached


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Exhibit
D    Form of Parent Security Agreement

    


    See
Attached


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Exhibit
E    Form of Subordination and Agreement

    


    See
Attached


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Exhibit
F    Form of Legal Opinion

    


    See
Attached


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Exhibit
G    Draft German Security Transfer
Agreement

     

    See
Attached (to be
finalized post-Closing)