EXHIBIT
10.156

    


    AUDIT
COMMITTEE CHARTER

    


    The Audit
Committee is appointed by the Board of Directors of Vyteris, Inc. to assist the
Board in fulfilling its oversight responsibilities with respect to Vyteris, Inc.
and its subsidiaries (collectively, the “Company”).  The Audit
Committee’s primary duties and responsibilities are to:

    


    
      	
               
      

            	
              ·

            	
              Assume
      direct responsibility for the appointment, compensation, oversight of the
      work and discharge of the Company’s independent auditors, including
      resolution of any disagreements that may arise between the Company’s
      management and the Company’s independent auditors regarding financial
      reporting.

            


    

    


    
      	
               
      

            	
              ·

            	
              Monitor
      the integrity of the Company’s financial reporting process and systems of
      internal controls regarding finance, accounting, and legal
      compliance.

            


    

    


    
      	
               
      

            	
              ·

            	
              Monitor
      the independence and performance of the Company’s independent
      auditors.

            


    

    


    
      	
               
      

            	
              ·

            	
              Provide
      an avenue of communication among the independent auditors, management and
      the Board of Directors.

            


    

    


    
      	
               
      

            	
              ·

            	
              Encourage
      adherence to, and continued improvement of, the Company’s accounting
      policies, procedures, and practices at all levels; review of potential
      significant financial risks to the Company; and monitor compliance with
      legal and regulatory requirements.

            


    

    


    
      	
               
      

            	
              ·

            	
              Monitor
      the performance of the Company’s internal audit function when and if such
      a function is developed.

            


    

    


    The Audit
Committee has the authority to conduct any investigation appropriate to
fulfilling its responsibilities, and it has direct access to the independent
auditors as well as anyone in the organization.  The Audit Committee
has the authority to retain, at the Company’s expense, independent legal,
accounting, or other consultants or experts it deems necessary in the
performance of its duties.

    


    Pursuant to this Charter:

    


    1.      
      THE COMMITTEE

    


    Audit
Committee members shall meet the applicable independence requirements of the
Securities and Exchange Commission (the “SEC”) and the Sarbanes-Oxley Act of
2002 (the “Act”). In the event that the Company makes application to list its
securities on any exchange or apply to have its securities quoted on any
inter-dealer quotation system, Audit Committee members shall also meet the
applicable independence requirements of such exchange or the entity responsible
for such quotation system, including but not limited to the requisite
independence standards specified in Sections 121 and 803(a) of the AMEX Company
Guide and Rule 10A-3 of the Securities Exchange Act of 1934.   No
member of the Audit Committee may have participated in the preparation of the
financial statements of the Company.  The Audit Committee shall be
comprised of three or more directors as determined by the Board, each of whom
shall be independent (as defined by the applicable rules referred to above)
directors, free from any relationship that would interfere with the exercise of
his or her independent judgment, and no Audit Committee member may, other than
in the capacity of an Audit Committee or board member, accept any consulting,
advisory, or other compensatory fee from the Company or its subsidiaries or be
an affiliated person of the Company or its subsidiaries.  All members
of the Audit Committee shall be able to read and understand fundamental
financial statements, including the Company’s balance sheet, income statement
and cash flow statements, as required by Section 121B(2)(a)(iii) of the AMEX
Company Guide.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Audit
Committee members shall be appointed by the Board.  The Board shall
appoint one of the three members as the Chair of the Audit
Committee.  At least one member of the Audit Committee, preferably the
Chair, must be financially sophisticated, in that he or she has past employment
experience in finance or accounting, requisite professional certification in
accounting, or any other comparable experience or background which results in
the individual's financial sophistication, including but not limited to being or
having been a chief executive officer, chief financial officer, other senior
officer with financial oversight responsibilities. A director who qualifies as
an audit committee financial expert under Item 401(h) of Regulation S-K shall be
presumed to qualify as financially sophisticated.  There shall be at
all times an Audit Committee Chair who must be present and preside at all Audit
Committee meetings.

     

    The Audit
Committee shall meet at least four times annually, or more frequently as
circumstances dictate.  The Audit Committee Chair shall prepare and/or
approve an agenda in advance of each meeting.  The Audit Committee
shall meet privately in executive session at least annually with management and
the independent auditors, and as a committee to discuss any matters that the
Audit Committee or each of these groups believes should be
discussed.   In addition, the Audit Committee shall meet
quarterly with the independent auditors and management to discuss the annual
audited financial statements or quarterly financial statements as
applicable..

    


    2.    
        SCOPE

     

    The Committee serves at the pleasure
of  the Board of Directors.

    


    3.     
       FUNCTIONS OF THE
COMMITTEE

    


    
      The
Committee will satisfy its responsibilities by completing the following
functions:

    

     

    
      Review
Procedures

    

    


    (a)           Review
and reassess the adequacy of this Charter at least annually.  Submit
this Charter to the Board of Directors for approval and have the document
published at least once every three years in accordance with SEC
regulations.

    


    (b)           Require
the independent auditors to advise the Audit Committee in advance in the event
that the independent auditors intend to provide any professional services to the
Company other than services provided in connection with an audit or a review of
the Company's financial statements ("non-audit services").

     

    (c)           Review
and pre-approve all audit and non-audit services provided by the Company's
auditors and obtain confirmations from time to time from the Company's outside
auditing firm that such firm is not providing to the Company (i) any of the
non-auditing services listed in Section 10A(g) of the Securities Exchange Act of
1934, or (ii) any other non-audit service or any auditing service that has not
been approved in advance by the Audit Committee.

     

    (d)           Approve
the provision of non-audit services that have not been pre-approved by the Audit
Committee, but only to the extent that such non-audit services qualify under the
de minimus exception set forth in Section 10A(i)(1)(B) of the Securities
Exchange Act of 1934. Record in its minutes and report to the Board all
approvals of audit services and non-audit services granted by the Audit
Committee.

     

    (e)           Review
the Company’s annual audited financial statements prior to filing
or      distribution.  Review should
include discussion with management and independent auditors of significant
issues regarding accounting principles, practices and judgments.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (f)       
    In consultation with the management and the independent
auditors, consider the integrity of the Company’s financial reporting processes
and controls.  Discuss significant financial risk exposures and the
steps management has taken to monitor, control, and report such
exposures.  Review significant findings prepared by the independent
auditors together with management’s responses.

     

    (g)           Review
the Company’s quarterly financial results prior to the release of earnings
and/or the Company’s quarterly financial statements prior to filing or
distribution.  Discuss any significant changes to the Company’s
accounting principles and any items to be communicated by the independent
auditors in accordance with SAS 61.

    


    (h)           Review
the independence and performance of the independent auditors and annually
appoint the independent auditors or approve any discharge of auditors when
circumstances warrant, it being understood that the independent auditors are
ultimately accountable to the Audit Committee.  The Audit Committee
shall require the independent auditors to submit, on an annual basis, a formal
written statement setting forth all relationships between the independent
auditors, consistent with Independence Standards Board Standard 1, and the
Company that may affect the objectivity and independence of the independent
auditors.  Such statement shall confirm that the independent auditors
are not aware of any conflict of interest prohibited by Section 10A(i) of the
Securities Exchange Act of 1934 and for taking, or recommending that the full
board take, appropriate action to oversee the independence of the outside
auditor.

     

    (i)       
    Establish procedures for the receipt, retention and
treatment of complaints received by the Company regarding accounting, internal
accounting controls and auditing matters and for the confidential anonymous
submission by the Company’s employees of concerns regarding questionable
accounting or auditing matters.

    


    (j)      
     On an annual basis, review and discuss with the
independent auditors all significant relationships they have with the Company
that could impair the auditors’ independence.

    


    (k)           Prior
to releasing the year-end earnings, discuss the results of the audit with the
independent auditors.  Discuss certain matters required to be
communicated to audit committees in accordance with  SAS
61.

    


    (l)    
       Consider the independent auditors’
judgments about the quality and appropriateness of the Company’s accounting
principles as applied in its financial reporting and ensure the auditing firm
reports to the Audit Committee under the requirements set forth in Section 204
of the Act.

    


    (m)          Review
the budget, plan, changes in plan, activities, organizational structure and
qualifications of any  internal audit department established by the
Company, as needed.

    


    (n)           Obtain
confirmation from the independent auditors at the commencement of each audit
that such firm is a “registered public accounting firm” as such term is defined
under the Act.

    


    (o)          Require
the independent auditors to report to the Audit Committee all critical
accounting policies and practices to be used, all alternative treatments of
financial information within generally accepted accounting principles that have
been discussed with the Company’s management, ramifications of the use of such
alternative disclosures and treatments, the treatments preferred by the
independent auditors and other material written communications between the
independent auditors and the Company's management, including management's
letters and schedules of unadjusted differences.

     

    (p)           Set
clear policies, compliant with governing laws and regulations, for the hiring of
employees or former employees of the independent auditor.

     

    (q)           Review
with management the effect of regulatory and accounting initiatives, as well as
off-balance sheet structures, on the financial statements of the
Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (r)         
  Review and approve all related party transactions.

     

    (s)           Within
the time periods required by the Act and the regulations promulgated thereunder,
establish, review and update periodically a Code of Ethics (the “Code”) that
complies with all applicable laws and regulations and that applies to the
Company's principal executive officer, principal financial officer, principal
accounting officer or controller, and persons performing similar functions.


     

    (t)       
    Review the Company’s major financial and accounting risk
exposures and the steps that management has undertaken to control
them.

     

    (u)           Review,
with the Company’s counsel, any legal matter that could have a significant
impact on the organization’s financial statements.

     

    (v)           Investigate
or consider such other matters within the scope of its responsibilities and
duties as the Audit Committee may, in its discretion, determine to be
advisable.

     

    (w)          Otherwise
comply with Rule 10A-3(b)(2), (3), (4) and (5) under the Securities Exchange Act
of 1934 (subject to the exemptions provided in Rule 10A-3(c) under the
Securities Exchange Act of 1934), concerning responsibilities relating to:
(a)  complaints relating to accounting, internal accounting controls
or auditing matters, (b) authority to engage advisors, and (c) funding as
determined by the audit committee.

     

    
      Other Audit Committee
Responsibilities

    

    


    (a)         
     Annually, prepare a report to shareholders as
required by the Securities and Exchange Commission, such report to be included
in the Company’s annual proxy statement.

    


    (b)   
  Annually, perform a self-assessment relative to the Audit
Committee’s purpose, duties and responsibilities outlined herein.

    


    (c)               Perform
any other activities consistent with this Charter, the Company’s by-laws, the
Company’s certificate of incorporation and governing law, as the Committee or
the Board deems necessary or appropriate.

    


    (d)            
  Maintain minutes of meetings and periodically report to the Board of
Directors on significant results of the foregoing activities.

    


    While the Audit Committee has the
responsibilities and powers set forth in this Charter, it is not the duty of the
Audit Committee to plan or conduct audits or to determine that the Company’s
financial statements are complete and accurate or are in accordance with
generally accepted accounting principles.  This is the responsibility
of management and the independent auditor.