<PAGE>

[*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS
DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN
ASTERISK [*], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.]




                          FERRING PHARMACEUTICALS INC.

                                       And

                                  VYTERIS INC.




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                        LICENSE AND DEVELOPMENT AGREEMENT


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<PAGE>

                                      INDEX

1.              DEFINITIONS

2.              DEVELOPMENT PROGRAM AND LICENSE

3.              LIAISON TEAM

4.              EXCHANGE OF INFORMATION

5.              LICENSE FEES

6.              PAYMENT TERMS

7.              PATENT PROSECUTION AND INFRINGEMENT

8.              INTELLECTUAL PROPERTY

9.              TERM AND TERMINATION

10.             WARRANTIES, REPRESENTATIONS, INDEMNIFICATION AND INSURANCE

11              ASSIGNMENT

12.             INDEPENDENT CONTRACTORS

13.             NOTICES

14.             ENTIRE AGREEMENT

15.             SEVERABILITY

16.             REGISTRATION

17              GOVERNING LAW

18              DISPUTE RESOLUTION

19.             EXECUTION IN COUNTERPART



                                      -2-
<PAGE>

This agreement (hereinafter "Agreement") made as of the ____ day of, 2004
BETWEEN

(1)     FERRING PHARMACEUTICALS INC, a company duly organized under the laws of
        State of Delaware and having its principal place of business at 400
        Rella Boulevard, Suite 300, Suffern, NY 10901 (hereinafter "Ferring")

AND

(2)     VYTERIS INC., a company duly organized under the laws of the State of
        Delaware and having its principal place of business at 13-01 Pollitt
        Drive, Fair Lawn, NJ 07410, USA (hereinafter "Vyteris")

WITNESSES THAT
WHEREAS:

(A)     Vyteris is the owner of all right, title and interest in certain Vyteris
        Patents identified in Appendix A hereto and Know-How relating to an
        iontophoretic drug delivery system that can be used for the [*] delivery
        of drugs; and

(B)     Ferring and Vyteris wish to jointly contribute to the development of a
        commercial product that uses the [*] delivery system for the delivery of
        [*], under the terms of the obligations and rights set forth herein;

NOW THEREFORE, in consideration of the covenants and obligations expressed below
and intending to be legally bound,

THE PARTIES HEREBY AGREE AS FOLLOWS:

1.      DEFINITIONS

1.01    "ADVERSE EVENT" means any untoward medical occurrence in a patient or
        clinical investigation subject to whom a pharmaceutical product has been
        administered, and which does not necessarily have to have a causal
        relationship with this treatment.

1.02    "AFFILIATE" means any corporation, firm or other entity whether de jure
        or de facto which directly or indirectly owns, is owned by or is under
        common control with a party to this Agreement to the extent of at least
        50% of the equity (or such less a percentage that is the


                                      -3-
<PAGE>

        maximum allowed to be owned by a foreign corporation in a particular
        jurisdiction having the right to vote on or direct the affairs of the
        entity) and any persons, firm, partnership, corporation or other entity
        actually controlled by, controlling or under common control with a party
        to this agreement.

1.03    "DEVELOPMENT PLAN" means the product development work plan created as a
        timeline that includes major non-clinical and clinical phases of
        development and study, manufacturing plans and regulatory milestones, as
        set forth in Appendix B.

1.04    "DEVELOPMENT PROGRAM" means the development work performed by Ferring
        and Vyteris pursuant to the Development Plan.

1.05    "DEVICE" means a delivery system consisting of an iontophoretic patch
        and a control unit for the iontophoretic administration of [*].

1.06    "EFFECTIVE DATE" means the date as of which this Agreement is effective
        which shall be the date first written above.

1.07    "FERRING BACKGROUND IP" means all Intellectual Property that is both (a)
        owned or controlled by Ferring (i) as of the Effective Date or (ii)
        during the term of the Development Program, but which is not developed
        or acquired by Ferring in the conduct of the Development Program; and
        (b) relates to the Product and could reasonably be used in the conduct
        of the Development Program.

1.08    "FERRING COLLABORATION IP" means all Intellectual Property created,
        made, developed, conceived or reduced to practice solely by the
        employees, consultants or agents of Ferring during, and in the conduct
        of, the Development Program.

1.09    "FERRING IP" means all Ferring Background IP and Ferring Collaboration
        IP.

1.10    "FORCE MAJEURE" means any significant unexpected event that is beyond
        the reasonable control of a party for which such party cannot reasonably
        have been expected to have taken account as of the Effective Date, which
        significantly delays the Development Plan beyond the timings that are
        set out in Appendix B and including, but without prejudice to the
        foregoing generality, events resulting from an act of God, lightning,
        fire, flood, earthquake, accumulation of snow or ice, lack of water
        arising from weather or


                                      -4-
<PAGE>

        environmental problems, strike, lock-out or other industrial
        disturbance, act of the public enemy, war declared or undeclared; threat
        of war; terrorist act; blockade, revolution, riot, insurrection, civil
        commotion, public demonstration, sabotage, act of vandalism, prevention
        from or hindrance in obtaining any raw materials, energy or other
        supplies, explosion, fault or failure of plant or machinery (which could
        not have been prevented by good industry practice); government
        restraint, act of legislature or a directive or requirement of the
        competent authority affecting a party or its subcontractor providing
        that such party or its subcontractor's lack of funds shall not be
        interpreted as a cause beyond such party's reasonable control.

1.11    [*]

1.12    "IMPROVEMENT" means any enhancement to Ferring IP or Vyteris IP, as the
        case may be, based on and arising from exposure to such Intellectual
        Property and made during the conduct of the Development Program,
        including enhancements made to such Improvements during the conduct of
        the Development Program.

1.13    "INFORMATION" means any and all:

        (a)     information relating to the business affairs, finances or
                commercial interests of a party which is disclosed pursuant to
                this Agreement in whatever form;
        (b)     Know-How;
        (c)     samples of Materials provided for testing;
        (d)     results of any tests performed with samples of Materials or
                Device;
        (e)     such other written information whether provided in printed,
                hand-written, electronic or any other form, either party deems
                confidential that is provided to the other party in writing and
                marked "Confidential" or which is the subject matter of oral
                discussions that will be summarized and agreed by the parties
                within thirty days after each discussion, such summaries also to
                be marked "Confidential".

1.14    "INTELLECTUAL PROPERTY" means, collectively, all intellectual property
        rights (whether or not patented or patentable) including, but not
        limited to, algorithms, approvals, certifications, chemical compounds,
        conceptual expressions, copyrights, trademarks, data, designs, formulae,
        ideas, improvements, inventions, Know-How, Patent Rights,


                                      -5-
<PAGE>

        prototypes, supply sources, tests and test results,., together with that
        portion of all media (whether in human or machine readable form)
        containing any expression of such intellectual property rights, which
        directly or indirectly relate to the development, registration,
        manufacture or use of the Product.

1.15    "JOINT COLLABORATION IP" means all Intellectual Property created, made,
        developed, conceived or reduced to practice jointly by the employees,
        consultants or agents of Vyteris and the employees, consultants or
        agents of Ferring during, and in the conduct of, the Development
        Program.

1.16    "KNOW-HOW" means technical and other information that is not in the
        public domain, including information comprising or relating to concepts,
        discoveries, data designs, formulae, ideas, information relating to
        Materials, inventions, methods, models, assays, research and/or
        development plans, procedures, designs for experiments and tests and
        results of experimentation and tests (including results of research or
        development), processes (including manufacturing processes,
        specifications and techniques) laboratory records, chemical,
        pharmacological, toxicological, clinical, analytical and quality control
        data, trial data, case report forms, data analyses, reports or summaries
        and information containing submissions to and information from ethics
        committees and Regulatory Authorities.

1.17    "LAUNCH" means the date on which a Product developed hereunder is
        offered for sale commercially to the medical community in the United
        States of America, other than by way of participation in or for use in a
        clinical trial.

1.18    "LIAISON TEAM" means those Vyteris and Ferring personnel designated in
        accordance with Section 3.01.

1.19    "MATERIALS" means any chemical or biological substance, device or
        delivery system, made available by one party to the other pursuant to
        this Agreement and including any:

        (a)     organic chemical or inorganic element or compound;
        (b)     protein including peptide or amino acid sequence, enzyme,
                antibody or protein conferring targeting properties and any
                fragment of a protein or a peptide enzyme or antibody;


                                      -6-
<PAGE>

        (c)     prodrug, drug or metabolite; or
        (d)     assay or reagent.

1.20    [*]

1.21    "NET SALES" means the gross sales of the Product by Ferring, its
        Affiliates and its sublicensees to unrelated third party customers, less
        the following deductions (consistent with United States generally
        accepted accounting principles) to the extent and only to the extent
        such amounts were actually given or incurred and relate specifically to
        the Product (with pro-ration of such amounts so that the amount applies
        solely to the Product): (i) direct or indirect credits and allowances or
        adjustments granted to such customers on account of price adjustments,
        government or other rebates (e.g. Medicare or Medicaid rebates),
        rejections, or returns in respect of the Product previously sold; (ii)
        any trade or cash discounts, rebates, charge-backs or administrative
        fees or other price reductions granted to customer or to third parties
        (such as pharmaceutical benefit management companies) who are not
        customers but who are involved in the acquisition, dispensing or
        utilization, management of prescription ; and (iii) any sales or other
        like taxes (but specifically excluding any taxes based on net income)
        imposed upon the sale of the Product to the extent included in the gross
        sales price (e.g., Value Added Tax).

        Ferring agrees not to use the Product as a loss leader. Ferring also
        agrees that if it prices the Product in order to gain or maintain sales
        solely of its other products, then for purposes of calculating the
        payments due hereunder, the Net Sales shall be adjusted to reverse any
        discount which was given to a customer that was in excess of customary
        discounts for the Product (or, in the absence of relevant data for the
        Product, other similar products under similar market conditions),

1.22    "VYTERIS PATENTS" means all patents and patent applications that are or
        become owned by Vyteris or to which Vyteris has now or in the future the
        right to grant licenses that generically or specifically claim the
        Device or Product, a process for manufacturing the Device or Product, an
        intermediate used in such a process or a use of Device or the Product.
        Included within the definition of VYTERIS Patents are all continuations,


                                      -7-
<PAGE>

        continuations in part, divisions, patents of addition, reissues,
        renewals or extensions thereof and all Supplementary Patent Certificate
        and similar rights. Also included within the definition of Vyteris
        Patents are any patent or patent applications that generically or
        specifically claim any improvements to the Device or Product or
        manufacturing processing required or useful for production of the Device
        or Product that are developed by Vyteris or regarding which Vyteris has
        the right to grant licenses now or in the future during the term of this
        Agreement. The current list of patent applications and patents
        encompassed within Vyteris Patents is set forth in Appendix A attached
        hereto.

1.23    "PATENT RIGHTS" means United States and/or foreign patents and patent
        applications, including all substitutions, divisions, continuations,
        continuations-in-part, reissues, reexaminations and extensions thereof
        together with any supplementary protection certificates granted thereon
        and any similar rights.

1.24    "PRODUCT" means any product which is developed hereunder comprising [*]
        and control unit for such [*] for any indication.

1.25    "REGULATORY AUTHORITY(IES)" means any federal, national, multinational,
        state, provincial or local regulatory agency, department, bureau or
        other governmental entity with authority over the testing, manufacture,
        use, storage, import, promotion, marketing and sale of a therapeutic
        product in any country, including the United States Food and Drug
        Administration.

1.26    "VYTERIS BACKGROUND IP" means all Intellectual Property that is both (a)
        owned or controlled by Vyteris (i) as of the Effective Date or (ii)
        during the term of the Development Program, but which is not developed
        or acquired by Vyteris in the conduct of the Development Program; and
        (b) relates to the Product and could reasonably be used in the conduct
        of the Development Program.

1.27    "VYTERIS COLLABORATION IP" means all Intellectual Property created,
        made, developed, conceived or reduced to practice solely by the
        employees, consultants or agents of Vyteris during, and in the conduct
        of, the Development Program.

1.28    "VYTERIS IP" means all Vyteris Background IP and Vyteris Collaboration
        IP.


                                      -8-
<PAGE>

2.      DEVELOPMENT PROGRAM, LICENSE AND DISTRIBUTION

2.01    (A) Vyteris hereby grants to Ferring an exclusive worldwide license to
        develop, market, manufacture and distribute the Product ("License")
        (with the right to grant sublicenses to co-marketers or distributors).
        This License shall be deemed to include the right to develop,
        manufacture, market and distribute Products that incorporate any
        subsequent improvements made by Vyteris to its iontophoretic patch
        technology for the [*] during the term of this Agreement. The exercise
        by Ferring of its rights under the License to develop or manufacture the
        Product shall be subject to its continuing obligation to make the
        payments to Vyteris required under Section 5.05. In consideration of the
        License granted to Ferring hereunder, Ferring represents, warrants,
        covenants and agrees to and with Vyteris that during the term of this
        Agreement and in furtherance of its duties and obligations under this
        Agreement, it shall: (a) use commercially reasonable efforts to
        distribute and promote the sale of the Products in the United States
        upon the receipt of marketing authorization from the FDA, including,
        without limitation, maintaining adequate sales personnel and facilities
        with respect to the Product in the United States and using commercially
        reasonable efforts to solicit new customers and to maintain existing
        customers for the Product in the United States; and (b) not market or
        sell in any country any product competitive with the Product that
        employs iontophoretic technology of the [*].

        (b) Subject to the terms and conditions of this Agreement, Ferring
        hereby grants to Vyteris, during the term of this Agreement, a
        worldwide, non-exclusive, royalty-free license, without the right to
        grant sublicenses under Ferring IP, solely to the extent necessary or
        appropriate to perform Vyteris's obligations to Ferring under this
        Agreement, including, without limitation, to conduct the Vyteris
        activities under this Agreement and in the Development Plan.


                                      -9-
<PAGE>

2.02    In addition to the information exchanged between the parties through the
        Liaison Team, Vyteris shall provide to Ferring the periodic knowledge
        transfers as provided for in Appendix G.

        If at any time after Vyteris commences to supply the Product to Ferring
        pursuant to the Supply Agreement or with respect to supplies to progress
        the Development Plan (1) Vyteris shall fail to manufacture and supply
        the Product to Ferring in accordance with the provisions of this
        Agreement or the Supply Agreement, such that Vyteris is in material
        breach of such Supply Agreement or Ferring is in jeopardy of a supply
        shortage with respect to the Product or (2) Vyteris shall fail to
        maintain five Months Cash during the Development period and for the
        first twelve months following FDA approval of the Product, Vyteris shall
        immediately upon Ferring's request provide copies of the Vyteris
        manufacturing Know-How to Ferring.

2.03    Vyteris grants to Ferring the right of first negotiation for any other
        product that it may conceive or to which it may obtain rights for the
        [*] on the following terms. During the Term, prior to entering into any
        contract, agreement, term sheet, or understanding with a third party
        with respect to an [*] Vyteris shall provide written notice to Ferring
        of its intent to solicit and engage in negotiations with third parties
        with respect to an [*] (the "Opportunity Notice"), which Opportunity
        Notice shall include information in reasonable detail sufficient to
        enable Ferring to make an informed decision with respect to such [*]
        provided, however, that this Section 2.03 shall not prevent Vyteris from
        participating at any time in general discussions or negotiations with
        third parties with respect to an [*]. If Ferring notifies Vyteris in
        writing within sixty (60) days of receipt of the Opportunity Notice (the
        "Opportunity Response Period", such notice, the "Opportunity Response")
        that it has a bona fide interest in discussing a collaboration with
        Vyteris with respect to such [*] Vyteris and Ferring shall enter into
        good faith negotiations on an exclusive basis, on such terms as may be
        mutually agreeable. If (a) Ferring does not indicate during the
        Opportunity Response Period that it is interested in discussing such [*]
        (b) Ferring indicates in writing during the Opportunity Response Period
        that it has no interest in such [*] or (c) Ferring indicates such an
        interest during the Opportunity Response Period but Ferring and Vyteris
        are unable, after good faith negotiations, to reach mutual agreement


                                      -10-
<PAGE>

        and execute a definitive agreement with respect to such [*] within one
        hundred eighty (180) days from the date of the Opportunity Response (or
        such extended period as may be approved in writing by Vyteris and
        Ferring), Vyteris shall be thereafter free to undertake detailed
        negotiations regarding key terms and enter into a transaction (including
        execution of a definitive agreement) relating to such [*] with a third
        party(ies). Vyteris shall not be obligated to reveal to Ferring the
        identity of any third party involved in any such transaction, but shall
        not for a period of one year after terminating discussions with Ferring,
        whether by expiry of the Opportunity Response Period or otherwise, agree
        terms more favorable to a third party than those previously offered to
        Ferring.

2.04    During the term of the Agreement, the parties shall carry out the
        Development Plan as set out in Appendix B. Vyteris will provide Ferring
        with an annual and three year development plan and budgets. Ferring will
        review and approve the budgets on an annual basis. Ferring will fund [*]
        of Vyteris' approved annual development budget, and shall pay its share
        of the estimated development costs as set forth in the annual budget to
        Vyteris on a monthly basis in arrears. No later than January 30th of
        each succeeding year, the Parties shall reconcile the actual development
        costs incurred by Vyteris in the preceding year with the annual budget
        for that year. If the actual development costs incurred by Vyteris were
        less than the approved annual budget for such year, Vyteris shall by
        February 28th of the following year issue a credit to Ferring equal to
        the amount by which Ferring's payments to Vyteris for that year past
        exceeded [*] of the actual development costs incurred by Vyteris for
        that year. If the actual development costs incurred by Vyteris were
        greater than the approved annual budget for such year, Ferring shall by
        February 28 of the following year pay Vyteris an amount sufficient to
        make up for the shortfall by which Ferring's payments to Vyteris were
        less than [*] of the actual development costs incurred by Vyteris for
        that year; provided, however, that any deviation in excess of ten
        percent (10%) of the approved annual budget for any year other than such
        deviation as may result from a Force Majeure or the request or fault of
        Ferring will be funded in total by Vyteris. All Vyteris' costs will be
        based on the costing methodology set forth in Appendix D, and will
        exclude capital expenditure Ferring shall have no liability with respect
        to any capital expenditure incurred by Vyteris. Excess costs


                                      -11-
<PAGE>

        arising from a Force Majeure shall be subject to BONA FIDES discussions
        between the Parties with the intent of establishing an equitable
        solution.

2.05    It is the intention of the Parties that the Product conforms to the
        attributes set out in Appendix E.

2.06    Ferring is responsible at its sole expense for submitting, holding and
        maintaining all drug and device marketing authorizations (e.g. NDA, IND,
        510k). Vyteris is responsible at its sole expense for creating,
        submitting, holding and maintaining all device master files ("DMF").
        Ferring is responsible at its sole expense for coordinating and managing
        regulatory authority requests related to the Product. Vyteris, however,
        will undertake any additional work reasonably requested by Ferring, in
        support of regulatory requests that pertain to Vyteris' areas of
        responsibility with respect to the Product, E.G. testing, regulatory
        meetings, etc., with the costs of such additional work to be shared by
        the Parties on an equal basis. To the extent Ferring requests that
        Vyteris undertake additional work related to or arising from clinical
        trials or other regulatory requirements, or any additional work arising
        after marketing approval of the Product by the FDA, the costs of such
        work shall be at Ferring's expense, and Vyteris shall in good faith
        undertake such work.

3.      LIAISON TEAM

3.01    To facilitate communication and close co-operation, in particular in
        relation to timelines, budgets and planning, each party shall appoint to
        a Liaison Team such members of its staff that the party in its sole
        discretion deems appropriate. The Liaison Team shall meet as required at
        the reasonable request of either party so long as a relationship between
        the parties continues in relation to the Product. The parties will
        endeavour in good faith to maintain continuity in the staffing of the
        Liaison Team, but neither party shall have the right to approve the
        other party's staffing decisions. The Liaison Team will review product
        development, manufacturing, regulatory issues, clinical trials, and
        commercialization plans on a semi-annual basis. Notwithstanding the
        foregoing the Liaison Team will not have decision -making authority.


                                      -12-
<PAGE>

4.      EXCHANGE OF INFORMATION

4.01    Promptly after the Effective Date, Vyteris and Ferring shall meet to
        discuss the scope and contents of a mutual exchange of Know-How relevant
        to the Product and the development thereof, and shall, upon reaching
        agreement, promptly exchange such Know-How. Thereafter each of the
        parties shall periodically meet to discuss the exchange of any further
        Know-How which may become known to them. During the course of the
        performance of the Development Program hereunder, compliance with this
        Section shall be by regular updates to the members of the Liaison Team.

4.02    With respect to Adverse Events arising during clinical trials, Ferring
        shall be solely responsible for reporting to the appropriate
        authorities.

4.03    During the term of this Agreement and for 10 (ten) years thereafter,
        irrespective of any termination earlier than the expiration of the term
        of this Agreement, neither party shall reveal or disclose to any third
        party any Information received from the other party or otherwise
        developed by either party in the performance of activities in
        furtherance of this Agreement, without first obtaining the written
        consent of that other party, except as may be otherwise provided herein,
        or (a) as may be required for purposes of investigating, developing,
        manufacturing or marketing the Product, or (b) for securing essential or
        desirable authorizations, privileges or rights from governmental
        agencies, or (c) as required to be disclosed to a government agency, or
        (d) as necessary to file or procure patent applications relating to the
        Product, or (e) to carry out any litigation concerning the Product or
        Device. Consent or the reason for refusal shall be provided in a prompt
        and timely manner. This obligation of confidentiality shall not apply to
        such Information that is or becomes a matter of public knowledge, or is
        already in the possession of the receiving party, or is disclosed to the
        receiving party by a third party having the right to do so, or is
        subsequently independently developed by employees or contractors of the
        receiving party or Affiliates thereof who have no knowledge of the
        confidential information disclosed. The parties shall take reasonable
        measures to ensure that no unauthorized use or disclosure is made by
        others to whom access to such information is granted.


                                      -13-
<PAGE>

4.04    Nothing herein shall be construed as preventing either party from
        disclosing any Information received from the other party to an
        Affiliate, sublicensee, distributor or sub-contractor of the receiving
        party, provided that such Affiliate, sublicensee, distributor or
        sub-contractor has undertaken a similar obligation of confidentiality
        with respect to the Information.

4.05    In the event that a court or other legal or administrative tribunal
        directly or through an appointed master, trustee or receiver assumes
        partial or complete control over the assets of a party to this Agreement
        based on the insolvency or bankruptcy of such party, the bankrupt or
        insolvent party shall promptly notify the court or other tribunal:

        (i)     that Information received from the other party under this
                Agreement remains the property of the other party; and

        (ii)    of the confidentiality obligations under this Agreement.

        In addition, the bankrupt or insolvent party shall, to the extent
        permitted by law, take all steps necessary or desirable to maintain the
        confidentiality of the other party's Information and to ensure that the
        court, other tribunal or appointee maintains such Information in
        confidence in accordance with the terms of this Agreement.

4.06    No public announcement or other disclosure to third parties concerning
        the structure or terms of this Agreement or any work being carried out
        hereunder or the results of such work shall be made either directly or
        indirectly by any party to this Agreement, except as may be legally
        required or as may be required for recording purposes, without first
        obtaining the approval of the other party and agreement upon the nature
        and text of such announcement or disclosure, which approval and
        agreement shall not be unreasonably withheld. The party desiring to make
        any such public announcement or other disclosure shall inform the other
        party of the proposed announcement or disclosure in reasonably
        sufficient time prior to public release and shall provide the other
        party with a written copy thereof to allow such other party to comment
        upon such announcements or disclosure; provided, however, that the
        contents of any public announcement, press release or similar publicity
        which has been reviewed and approved can be subsequently re-released by
        either party in any form without a requirement for re-approval provided
        the re-releasing


                                      -14-
<PAGE>

        party advises the other party prior to publication of the re-release and
        identifies the media in which it is to be published.

4.07    Ferring and Vyteris agree that they shall issue a joint press release in
        a mutually agreeable form on an agreed upon date no later than seven (7)
        days after January 1, 2005.

4.08    Pursuant to an agreement to maintain confidentiality, any party may
        discuss the terms of this Agreement with, or provide a copy of this
        Agreement to, its accountants, its attorneys and its current, future or
        potential investors or shareholders save that disclosure to potential
        investors shall require the prior written consent of the other party,
        which shall not unreasonably be withheld.

4.09    Either party may discuss the general terms of this Agreement with, but
        not provide a copy of this Agreement or a redacted copy of this
        Agreement to, a current, future or potential investor or shareholder who
        does not execute an agreement to maintain confidentiality, provided that
        (i) after a preliminary conversation, such party has used commercially
        reasonable efforts to have such investor or shareholder execute an
        agreement to maintain confidentiality and (ii) any disclosure pursuant
        to this Section 4.09 may not include the name of the other party, or the
        specific financial terms of this Agreement (in each case, unless and
        until such information is otherwise publicly disclosed).

4.10    Each party agrees that it shall co-operate fully with the other with
        respect to all disclosures regarding this Agreement to or public
        disclosures as required by, the U.S. Securities Exchange Commission, and
        any other governmental or regulatory agencies, provided that the
        disclosing party uses commercially reasonable efforts to seek
        confidential treatment for any Information of either party included in
        any such disclosure.

4.11    Neither during the continuance of the Development Plan, nor for a period
        of 12 (twelve) months thereafter, shall Vyteris submit for written or
        oral publication any manuscript, abstract or the like which includes
        data or other information generated in the course of the Development
        Plan or otherwise provided by Ferring and relating to the Development
        Plan without first obtaining the prior written consent of Ferring, which
        consent shall not be unreasonably withheld. The contribution of each
        party shall be noted in all publications and presentations by
        acknowledgment or co-authorship, whichever is appropriate.


                                      -15-
<PAGE>

4.12    Nothing in this Agreement shall be construed as preventing or in any way
        inhibiting either party from complying with statutory and regulatory
        requirements governing the development, manufacture, use and sale or
        other distribution of the Product in any manner that it reasonably deems
        appropriate including, for example, by disclosing to regulatory
        authorities Information or other information received from the other
        party or third parties.

5.      LICENSE FEES

5.01    Ferring will pay Vyteris US dollars [*].

5.02    Ferring shall make further non-creditable, non-refundable payments to
        Vyteris on the occurrence of the following events:

        (i)     US dollars [*] upon Successful Development (as defined in
                Appendix E) [*].
        (ii)    US dollars [*] upon election to initiate Phase II trials
                pursuant to Section 5.04.
        (iii)   US dollars [*] upon election to initiate Phase III trials
                pursuant to Section 5.04.
        (iv)    US dollars [*] upon the first submission in the United States of
                the NDA or approval by a Regulatory Authority (including pricing
                approval) in the United Kingdom, France Germany, Spain or Italy
                of an application to market the Product.
        (v)     US dollars [*] upon Ferring's receipt of FDA approval to market
                the Product.

5.03    In the event that Vyteris fails to maintain at least [*] at all times
        during the period of the Development Plan, Ferring shall be entitled to
        consider this Agreement terminated and shall have no further obligation
        to make payments to Vyteris under Sections 2.04, 5.01 or 5.02 of this
        agreement or to incur any other expense with respect to this Agreement
        or the Development Plan.

5.04    With respect to the initiation of Phase II and Phase III clinical
        trials, and the associated payments set out in 5.02 (ii) and (iii)
        above, Ferring shall:

        (a)     within 150 days after completion of the final subject of the
                Phase I clinical trials, provide written notice to Vyteris that
                Ferring elects to proceed to Phase II clinical trials, and shall
                make the payment under Section 5.02(ii) within thirty (30) days
                after such election; and


                                      -16-
<PAGE>

        (b)     within 150 days after completion of the final patient in the
                Phase II clinical trials, provide written notice to Vyteris that
                Ferring elects to proceed to Phase III clinical trials, and
                shall make the payment under Section 5.02(iii) within thirty
                (30) days after such election.

        The time limits set in (a) and (b) of this Section may be extended in
        the event of a Force Majeure or in the event that Ferring encounters:
        (i) an unexpected event any part of the Development Plan which requires
        evaluation, clinical or pre-clinical work not anticipated in the
        Development Plan before the next phase of development can be commenced;
        or (ii) any significant and unexpected change in legal regulatory
        requirements in a country in which conduct of some part of the
        Development Plan is envisaged which come into existence after the
        Effective Date and that requires additional time with which to comply
        before the next phase of development can be commenced (e.g. a new
        requirement for Development Plan in specific patient sub groups). With
        respect to subsection (i) of this Section 5.04, the Liaison Team shall
        in the first instance discuss and decide whether further evaluation,
        clinical or pre-clinical work not anticipated in the Development Plan is
        necessary before the next phase of development can be commenced. In the
        event that the Liaison Team cannot agree as to the need for such a delay
        in the commencement of the next phase of development within twenty-eight
        (28) days, the issue shall be considered a "dispute" within the meaning
        of Appendix C hereof, and the additional procedures set forth in
        Appendix C shall be followed for resolving the issue.

5.05    In addition to the payments required under Sections 5.01 and 5.02,
        Ferring shall also make the following payments to Vyteris:

        (a) For a period of 12 months from the date on which Ferring is first
        granted marketing approval to sell the product in any country, Ferring
        shall pay to Vyteris a revenue share percentage based on Net Sales as
        follows:

        [*]

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


                                      -17-
<PAGE>

        [*]

5.06    The obligation of Ferring pursuant to Section 5.05 to make revenue share
        payments to Vyteris for sales by Ferring of the Product shall expire on
        the [*] of the Launch, whereupon Ferring's License hereunder shall be
        deemed fully paid up. Ferring shall be obligated to make revenue share
        payments to Vyteris pursuant to Section 5.05, whether or not Ferring
        obtains supplies of Product from Vyteris.

6.      PAYMENT TERMS

6.01    Payments due under Sections 5.05 or 9.08 shall be calculated quarterly
        on a calendar basis and shall be payable within 30 (thirty) days of the
        end of the relevant quarter. Each remittance shall be accompanied by a
        true accounting of all Net Sales and sales by sub-licensees or co
        promoters and any other information, relevant to demonstrating Ferring's
        calculation of Net Sales.

6.02    Any taxes, levies or other duties paid or required to be withheld by the
        paying party on account of monies payable to the receiving party under
        this Agreement shall be deducted from the amount of monies otherwise
        due. The paying party shall secure and send to the receiving party proof
        of any such taxes, levies or other duties withheld and paid by the
        paying party or its Affiliates, co-promoters, co-marketeers,
        distributors or sublicensees for the benefit of the receiving party.

6.03    The receiving party with respect to any revenue share payment or other
        payment hereunder shall have the right at its own expense (save as
        provided below) for an independent certified public accountant or like
        person reasonably acceptable to the other party to examine all records
        including those held by sublicensees and co-promoters relating to Net
        Sales and sales by sub-licensees and co-promoters and any other relevant
        information during regular business hours during the life of this
        Agreement and for two (2) years after its termination, provided however,
        that such examination shall not take place more than once a year, and
        shall not cover such records for more than the preceding two (2) years
        and, provided further that such accountant shall report to said
        receiving party only as to the accuracy of the payments made to it by
        the other party under this


                                      -18-
<PAGE>

        Agreement. In the event that such inspection reveals a discrepancy in
        payment for the period audited made in excess of 5%, the inspected party
        shall pay the accountants' reasonable fees and expenses in connection
        with the inspection. Any sums found to be owing to either party as a
        result of the inspection shall be paid over within thirty (30) days.

6.04    All payments due under this Agreement shall be payable in US dollars. If
        governmental regulations prevent remittances from a foreign country with
        respect to sales made in that country, any obligation to make payments
        based on sales in that country shall be suspended until such remittances
        are possible. The receiving party shall have the right however, upon
        giving written notice to the other party, to receive payment in that
        country in local currency.

6.05    Monetary conversion of Net Sales made outside the United States into US
        dollars shall be calculated using monthly exchange rates as used by
        Ferring in producing its quarterly and annual accounts as confirmed by
        Ferring's auditors.

6.06    Either party shall, without prejudice to its other rights, be entitled
        to charge the other party interest on overdue payments of 2% (two
        percent) per annum above EURIBOR accruing at a daily rate from the date
        payment becomes due until payment is made.

7.      PATENT PROSECUTION AND INFRINGEMENT

7.01    PATENT PROSECUTION

(a)     GENERAL. Each party shall be responsible, at its sole expense and
        discretion, with the reasonable cooperation of the other party, for the
        filing, prosecution and maintenance of foreign and United States patent
        applications covering the Intellectual Property owned by the party. Each
        party will keep the other advised in confidence of any plans it may have
        to initiate a patent application in relation to technology reasonably
        relevant to the subject matter of this Agreement.

(b)     PATENT PROSECUTION. During the Term Vyteris shall, at its sole expense,
        file, prosecute, maintain and defend in the applicable patent office the
        Vyteris Patents, if such rights are


                                      -19-
<PAGE>

        available, in the countries listed in Appendix F ("Designated
        Countries"), and shall control all filings and actions in relation to
        such Vyteris Patents. Vyteris shall file and prosecute to obtain
        extensions of all Vyteris Patents in any Designated Country in which
        such extensions are available. Notwithstanding the foregoing, Vyteris
        shall not be required to file, maintain or defend any patent or to
        obtain any extensions of any Vyteris Patents where Vyteris does not
        believe that such activities are commercially justified, except that
        Vyteris shall not, without Ferring's prior written consent, abandon (i)
        any currently issued Vyteris Patents, or (ii) any patent applications
        detailed in Appendix A or (iii) petitions for extensions of Vyteris
        Patents. Vyteris shall promptly notify Ferring, and Ferring shall have
        the right, at its expense, to undertake such activities, Vyteris shall
        assist Ferring as reasonably requested by Ferring and at Ferring's
        expense, in the event Ferring determines to undertake such activities.
        Ferring may ask Vyteris to file, prosecute and monitor Vyteris Patents
        in countries other than those listed in Appendix F, but in such
        instances all associated out of pocket expenses shall be paid by
        Ferring.

(c)     Joint Collaboration IP. The Parties shall jointly make all decisions
        regarding whether and how to file, prosecute and maintain any Patent
        Rights in any Joint Collaboration IP, including without limitation,
        which party shall or may take the lead role in the filing, prosecution
        or maintenance of such Joint Collaboration IP Patent Rights, In the
        event that either party declines to file, prosecute or maintain such
        Joint Collaboration IP Patent Rights, the Parties shall agree whether to
        allow any such Joint Collaboration IP Patent Rights to lapse, or whether
        to abandon any such Joint Collaboration IP Patent Rights before all
        appeals within the respective patent office have been exhausted or
        whether one party should be permitted to pursue the patenting
        opportunity alone; provided, however, that, in the event of a dispute
        with respect to any such decisions that the parties are unable to agree
        to, mutually acceptable outside patent counsel not regularly employed by
        any party or their Affiliates shall be retained to resolve such dispute
        by mediation and in .

(d)     Cooperation and Assistance. The parties agree to cooperate with each
        other and render all reasonable assistance as may be necessary to
        support any patent application filed by the other party under this
        Section 7.01, including, but not limited to, consulting and


                                      -20-
<PAGE>

        coordinating with each other on any such patent filing activities to
        ensure that any Patent Rights or confidential Information are not unduly
        compromised.

7.02.   PATENT ENFORCEMENT

(a)     Initial Rights. Ferring shall have the initial right, but not the
        obligation, at its cost to bring any legal action related to
        infringements of the Vyteris Patents or Joint Collaboration IP Patent
        Rights that impact adversely on the enjoyment by Ferring of the License
        granted hereunder. Vyteris shall have the right, but not the obligation,
        at its cost to bring any other infringement action associated with the
        Vyteris Patents or the Joint Collaboration IP Patent Rights. Vyteris may
        at any time join in any infringement action brought by Ferring under the
        Vyteris Patents or the Joint Collaboration IP Patent Rights, and may be
        represented by counsel of its choice, but control of such action shall
        remain with Ferring. Vyteris shall join in any infringement proceeding
        as a party at Ferring's request in the event that an adverse party
        asserts, or Ferring determines in good faith, that a court or other
        legal body lacks jurisdiction based on Vyteris' absence as a party in
        such proceeding, or with respect to Joint Collaboration IP Patent Rights
        where such joinder is necessary or desirable to proceed with such claim.

(b)     STEP-IN RIGHTS. If within ninety (90) days after having been notified of
        a relevant alleged infringement, Ferring has been unsuccessful in
        persuading the alleged infringer to desist and has not brought and will
        not be diligently prosecuting an infringement action, or if Ferring
        notifies Vyteris at any time prior thereto of its intention not to bring
        suit against any alleged infringer, then Vyteris shall have the right,
        but not the obligation, to prosecute at its own expense any action with
        respect to such infringement of the Vyteris Patents or the Joint
        Collaboration IP Patent Rights. The total cost of any such infringement
        action commenced or defended solely by Vyteris will be borne by Vyteris,
        and Vyteris shall be entitled to keep any recovery or damages recovered
        therefrom. Ferring shall join in any such infringement action as a
        party, at the request and expense of Vyteris, in the event that the
        court rules or other laws then applicable shall require the joinder of
        Ferring for purposes of prosecuting such infringement action, or if the
        joinder of Ferring is necessary under patent laws to pursue lost profits
        or other damages or relief against the third party.


                                      -21-
<PAGE>

(c)     COSTS. Each party shall unless otherwise stated in this Section 7 assume
        and pay all of its own out-of-pocket costs incurred in connection with
        any litigation or proceedings described in this Section 7, including,
        without limitation, the fees and expenses of such party's counsel.

(d)     RECOVERIES. Any recovery obtained by either party as a result of any
        proceeding described in Section 7.02(a) or from any counterclaim or
        similar claim asserted in a proceeding described in Section 7.02(g), by
        settlement or otherwise, shall be applied as follows: First, to
        reimburse each party for all litigation costs incurred in connection
        with such proceeding paid by that party (on a pro rata basis based on
        each party's respective litigation costs, to the extent the recovery was
        less than all such litigation costs); and Second, the remainder of the
        recovery shall be paid [*] to Ferring and [*] to Vyteris.

(e)     COOPERATION; SETTLEMENTS. In the event that any party takes action
        pursuant to this Section 7.02, the other party shall cooperate with the
        party so acting to the extent reasonably possible, including the joining
        of suit as required by this Agreement or as otherwise desirable and, to
        the extent possible, make available relevant records, papers,
        information, samples, specimens, and the like. No party participating in
        such suit shall settle or compromise any claim or proceeding relating to
        another party's rights without obtaining the prior written consent of
        such other party.

(f)     DECLARATORY JUDGMENT. In the event that a declaratory judgment action or
        other proceeding alleging invalidity or non-infringement of any of the
        Vyteris Patents is brought or sought against Ferring, Vyteris, at its
        option, shall have the right, within thirty (30) days after notice of
        commencement of such action, to intervene and take over the sole defense
        of the action at its own expense.

(g)     PATENT INVALIDITY CLAIM. If a third party at any time asserts a claim
        that any of the VYTERIS Patents is invalid or otherwise unenforceable
        (an "Invalidity Claim"), whether as a defense in an infringement action
        brought by a party pursuant to Section 7.02(a) or (b), or in an action
        brought against a party pursuant to Section 7.02(f), the general
        concepts of this Section 7 shall apply to such Invalidity Claim (I.E.,
        Ferring shall have the initial right, and Vyteris shall have a step-in
        right in the case of claims that impact adversely on the


                                      -22-
<PAGE>

        enjoyment by Ferring of the License granted hereunder, to defend such
        Invalidity Claim). No party shall settle or compromise any Invalidity
        Claim without obtaining the prior written consent of the other party.

(h)     INFRINGEMENT OF THIRD PARTY RIGHTS. In the event that a third party
        alleges that the Product infringes its intellectual property as a result
        of the practice of the Vyteris IP, Vyteris shall use its best
        commercially reasonable efforts at its own expense to resolve the
        dispute to allow Ferring to continue to enjoy the rights contemplated by
        this Agreement should. Should Vyteris in its discretion deem a royalty
        to the third party to be the most appropriate way to resolve the
        dispute, such royalty shall be paid by Vyteris. If Vyteris is unable to
        resolve the dispute on commercially reasonable terms, Ferring may in its
        sole discretion decide that the outcome of the dispute whether by court
        judgment or settlement is such that continuing the Agreement is no
        longer in its best commercial interest and shall be entitled to
        terminate the agreement on the terms set out in Section 9.04.

8.      INTELLECTUAL PROPERTY

8.01    Ferring, at its expense, shall be responsible for the selection,
        registration and maintenance of all trademarks (excluding Vyteris
        Trademarks) that Ferring employs in connection with the Product in
        whatever countries it has marketing rights. It is understood that
        Ferring may sub-license such marks from Affiliates.

8.02    Vyteris hereby grants to Ferring a non-transferable, royalty free
        license, which it shall be entitled to exercise at its sole option in
        any country, to display a trade mark owned by Vyteris and applied by
        Vyteris generally to the [*] technology it has developed ("Vyteris
        Trademark") solely with respect to advertising and marketing of the
        Products purchased, or to be purchased, during the Term by Ferring from
        Vyteris, and not for any other purpose, in addition to the mark selected
        by Ferring under 8.01 above. Ferring shall not be entitled to alter any
        Vyteris Trademark or to transfer any rights relating to any Vyteris
        Trademark to any third party (saving only rights of use granted to a
        sublicensee in relation to Product) or to apply any Vyteris Trademark to
        any other product without the prior


                                      -23-
<PAGE>

        written consent of Vyteris. Ferring acknowledges the right, title and
        interest of Vyteris in the Vyteris Trademark and agrees that any
        goodwill generated by Ferring's use or display of the Vyteris Trademark
        will inure to the benefit of Vyteris. Ferring further acknowledges that
        neither this Agreement nor the use by Ferring of the Trademarks shall
        create any right, title or interest in or to the Trademarks by Ferring.
        Ferring shall submit all proposed uses of the Vyteris Trademark to
        Vyteris for its prior approval, which approval shall not be unreasonably
        withheld, conditioned or delayed, and Ferring further agrees that the
        nature and quality of all proposed uses of the Vyteris Trademark under
        the terms of this Agreement shall conform to standards reasonably
        established from time to time by Vyteris and notice of which is
        furnished by Vyteris to Ferring. Ferring agrees to cooperate with
        Vyteris in efforts by Vyteris to facilitate the control of such nature
        and quality, to permit reasonable inspection of Ferring's uses of the
        Vyteris Trademark and to provide Vyteris with details regarding such
        uses as reasonably requested by Vyteris. Ferring agrees to use the
        Vyteris Trademark only in the form and manner approved by Vyteris,
        subject to the other provisions hereof. Ferring agrees not to use the
        Vyteris Trademark in combination with any other trademark or service
        mark without prior written and signed authorization from Vyteris. This
        Agreement is not intended to convey and does not convey to Ferring the
        right to display or use any trademarks or service marks of Vyteris other
        than the Vyteris Trademark.

8.03    The parties agree that, subject to the License granted to Ferring under
        Section 2.01 above, the trade mark license granted in Section 8.01
        above, and except as otherwise provided in Sections 8.04, 8.05 and 8.06
        below, the Device and Product belong solely and exclusively to Vyteris.

8.04    Ferring shall own the NDA and all similar regulatory filings related to
        the Product. Vyteris shall own the DMF and all similar regulatory
        filings related to the Product.

8.05    As between Ferring and Vyteris, Ferring shall own all Ferring IP and
        Vyteris shall own all Vyteris IP. Vyteris hereby grants to Ferring an
        irrevocable, perpetual, non-exclusive, royalty-free, sublicensable
        license to practice in all fields any Improvement to Ferring IP that is
        conceived and reduced to practice or developed solely by Vyteris during,
        and in the


                                      -24-
<PAGE>

        conduct of, the Development Program. Ferring hereby grants to Vyteris an
        irrevocable, perpetual, non-exclusive, royalty-free, sublicensable
        license to practice in all fields any Improvement to Vyteris IP that is
        conceived and reduced to practice or developed solely by Ferring during,
        and in the conduct of, the Development Program. Ferring hereby grants
        Vyteris an option to take a non-exclusive license under Ferring
        Collaboration IP other than Improvements to Vyteris IP, for uses other
        than the [*]. Such option shall be exercised by Vyteris in writing
        within six months of Ferring's advising Vyteris of the development of
        such Ferring Collaboration IP. On receipt by Ferring of written notice
        from Vyteris that it wishes to exercise its option, the parties will
        enter into good faith negotiations as to the terms of such license. If
        within six months of starting these negotiations no agreement has been
        reached by the parties, Ferring shall be free to enter into a license
        arrangement with a third party but for a further six months shall not
        offer to a third party terms more favorable to such third party than
        those last offered to Vyteris.

8.06    All Joint Collaboration IP shall be owned jointly on the basis of an
        undivided one-half interest by Ferring and Vyteris. Vyteris hereby
        grants to Ferring an irrevocable, perpetual, exclusive, royalty-free,
        sublicensable license to practice the Joint Collaboration IP with
        respect to the [*]. Ferring hereby grants to Vyteris an irrevocable,
        perpetual, exclusive, royalty-free, sublicensable license to practice
        the Joint Collaboration IP with respect to the iontophoretic
        administration of [*]. The parties acknowledge and agree that the
        termination pursuant to Article 9 of any license granted pursuant to
        this Section 8.06 shall have no effect other than to terminate any grant
        of exclusivity under Joint Collaboration IP, and shall not otherwise
        affect a party's rights as a joint owner of any Joint Collaboration IP.

8.07    Inventorship shall be determined by the parties in good faith in
        accordance with relevant patent laws. In the event of a dispute
        regarding inventorship or the ownership of Intellectual Property created
        or developed during the Development Program that the parties are unable
        to resolve, mutually acceptable outside patent counsel not regularly
        employed by any party or their Affiliates shall be retained to
        adjudicate such dispute.


                                      -25-
<PAGE>

8.08    Any rights of Ferring not expressly granted to Vyteris under the
        provisions of this Agreement shall be retained by Ferring and any rights
        of Vyteris not expressly granted to Ferring under the provisions of this
        Agreement shall be retained by Vyteris.

9.      TERM AND TERMINATION

9.01    This Agreement shall become effective on the Effective Date and shall,
        unless earlier terminated, continue in effect while any obligation
        remains on either party to make any payment to the other. Ferring's
        right to develop, manufacture, market and distribute the Product shall,
        unless terminated earlier pursuant to Sections 5.03, 7.02(h), 9.02,
        9.03, or 9.04, continue notwithstanding the expiration of Ferring's
        obligation to make revenue share payments, as provided in Section 5.06.

9.02    If either party fails or neglects to perform any material covenant or
        provision of this Agreement or the Supply Agreement, and if such default
        is not corrected within sixty (60) days after receiving written notice
        from the other party with respect to such default, the non-defaulting
        party shall have the right to terminate this Agreement by giving written
        notice to the party in default, provided the notice of termination is
        given within six (6) months of the default and prior to correction of
        the default.

9.03    Either party may terminate this Agreement if at any time if the other
        party shall file in any Court or agency pursuant to any statute or
        regulation of any state or country a petition in bankruptcy or
        insolvency or for re-organisation (other than for the purposes of merger
        or amalgamation) or for an arrangement with its creditors or for the
        appointment of a receiver or trustee of the party or of its assets or if
        that party proposes a written agreement of composition or extension of
        its debts or shall be served with an involuntary petition against it
        filed in any insolvency proceeding, and such petition shall not be
        dismissed within 60 (sixty) days after the filing thereof or if such
        party shall propose or be a party to any dissolution or liquidation or
        shall make an assignment for the benefit of its creditors.

9.04    Ferring shall be entitled, upon [*] prior written notice to Vyteris, to
        terminate this Agreement in writing at any time.


                                      -26-
<PAGE>

9.05    Upon Vyteris's termination of Ferring's rights under this Agreement, in
        whole or in part, pursuant to 9.02 or 9.03, or Ferring's termination of
        the Agreement where Ferring gives notice of termination of this
        Agreement , after December 31, 2004, pursuant to Section 9.04: (a)
        Ferring shall within thirty (30) days of such termination pay to Vyteris
        in full all unpaid amounts otherwise due to Vyteris in accordance with
        this Agreement; (b) all licenses and other rights granted to Vyteris
        shall, subject to the continued payment to Ferring of the amounts
        provided under Section 9.08, be converted to and continue as exclusive,
        worldwide irrevocable, perpetual, sublicenseable licenses to develop,
        make, have made, use, sell, offer to sell, lease, distribute, import and
        export the Product; (c) all licenses and other rights granted to Ferring
        hereunder shall be terminated as of the effective date of the
        termination, excluding any license rights granted pursuant to Section
        8.05, which shall remain in effect, but shall be restricted to preclude
        the practice by Ferring of such rights in the field of the [*]; (cd)
        Ferring shall grant to Vyteris an irrevocable, perpetual, exclusive,
        royalty-free, sublicensable license to practice the Joint Collaboration
        IP with respect to the [*]; (e) Ferring shall cease to use and shall
        assign to Vyteris all of its right, title and interest in and to all
        clinical, technical and other relevant reports, records, data,
        information and materials relating exclusively to the Product and all
        regulatory filings (including any NDA, 510(k) or similar regulatory
        filing) relating exclusively to the Product and provide to Vyteris one
        (1) copy of each physical embodiment of the aforementioned items within
        thirty (30) days after such termination; (f) Ferring shall cease to use
        any Know-How, Information or Materials arising under this Agreement to
        the extent such Know-How, Information or Materials is owned by Vyteris;
        and (g) Ferring shall promptly return to Vyteris all Information,
        Vyteris Know-How, and other materials and records in their possession or
        control relating exclusively to the Product.

9.06    Upon Ferring's giving notice of termination of this Agreement pursuant
        to Section 5.03 or 9.04 at any time on or before December 31, 2004: (a)
        all licenses and other rights granted by Vyteris to Ferring hereunder
        shall be terminated as of the effective date of the termination,
        excluding any license rights granted pursuant to Section 8.05, which
        shall remain in effect; (b) Ferring shall cease to use any Know-How,
        Information or Materials


                                      -27-
<PAGE>

        arising under this Agreement to the extent such Know-How, Information or
        Materials is owned by Vyteris; (c) Ferring shall promptly return to
        Vyteris all Vyteris Information, Vyteris Know-How, and other materials
        and records in their possession or control relating exclusively to the
        Product; (d) all licenses and other rights granted by Ferring to Vyteris
        hereunder shall be terminated as of the effective date of the
        termination, excluding any license rights granted pursuant to Section
        8.05, which shall remain in effect; (e) Vyteris shall cease to use any
        Know-How, Information or Materials arising under this Agreement to the
        extent such Know-How, Information or Materials is owned by Ferring; and
        (f) Vyteris shall promptly return to Ferring all Ferring Information,
        Ferring Know-How, and other materials and records in their possession or
        control relating exclusively to the Product.

9.07    Upon Ferring's termination of this Agreement pursuant to Sections 9.02
        or 9.03: (a) all licenses and other rights granted to Ferring shall
        continue subject to payment of a [*] of Net Sales where termination
        occurs prior to payment by Ferring of the sum set out in Section 5.02
        (ii), a revenue share of [*] should termination occur after such payment
        but before payment of the sum set out in Section 5.20 (iv) or revenue
        shares in accordance with the sums set out in Section 5.05 (a) where
        termination occurs, thereafter in each case the relevant rate from the
        date Ferring is first granted marketing approval to sell the Product in
        any country until the fifteenth anniversary of the launch, (b) all
        licenses and other rights granted by Ferring to Vyteris to use
        intellectual property belonging to Ferring shall be terminated as of the
        effective date of the termination, excluding any license rights granted
        pursuant to Section 8.05, which shall remain in effect, but shall be
        restricted to preclude the practice by Vyteris of such rights in the
        field of the [*]; (c) Vyteris shall grant to Ferring an irrevocable,
        perpetual, exclusive, royalty-free, sublicensable license to practice
        the Joint Collaboration IP with respect to the [*]; (d) Vyteris shall
        cease to use and shall assign to Ferring all of its right, title and
        interest in and to all clinical, technical and other relevant reports,
        records, data, information and materials relating exclusively to the
        Product and the DMF and provide to Ferring one (1) copy of each physical
        embodiment of the aforementioned items within thirty (30) days after
        such termination; e) Vyteris shall cease to use any Ferring Know-How,
        Ferring Information or Ferring


                                      -28-
<PAGE>

        Materials arising under this Agreement to the extent such Know-How,
        Information or Material belongs to Ferring; and shall promptly return
        such Information, Know-How, and Materials in their possession or control
        to Ferring.

9.08    Should Vyteris alone or with another partner subsequently commercialise
        the Product following a termination specified in Section 9.05 a royalty
        will be payable on Net Sales to Ferring of [*] if the termination
        occurred after initiation of Phase I but before initiation of Phase II,
        of [*] if termination occurred before initiation of Phase III and of [*]
        should termination occur at any other time prior to receipt of marketing
        authorisation from the FDA.

9.09    Notwithstanding expiration or termination of this Agreement for whatever
        reason, the terms of Sections 4.03, 4.04, 4.05, 4.12, 5.06, 9.05, 9.06,
        9.07, 9.08, 9.09, 10.03, 10.04, 11,15 17.01, and 19.01, Articles 8, 11,
        and 15, and Appendix C shall survive, and remain in full force and
        effect.

10.     WARRANTIES, REPRESENTATIONS, INDEMNIFICATION AND INSURANCE

10.01   Vyteris represents and warrants to the best of its belief and knowledge
        that:

        (a)     it owns the entire right, title and interest in, or is an
                authorized licensee under the Vyteris Patents and Vyteris
                Know-How (subject to the current security interest in the
                Vyteris Patents heretofore granted by Vyteris to certain third
                parties as security for certain financial obligations of
                Vyteris);

        (b)     the entities stated in Appendix H comprise all the security
                holders over any of the Vyteris Patents.

        (c)     it has given or made available to Ferring prior to the Effective
                Date all information relating to Vyteris Patents, Know-How and
                the Product in Vyteris' possession or under its control that
                Vyteris reasonably deems material to this Agreement and will
                provide to Ferring such additional information as is required by
                the terms of this Agreement;

        (d)     it shall, at all times, comply in all material respects with all
                applicable laws, rules and regulations and standards applicable
                to manufacturing and labeling of the Product;


                                      -29-
<PAGE>

        (e)     the legal, financial and technical information provided to
                Ferring in relation to the due diligence conducted by Ferring
                prior to execution hereof was to the best knowledge of executive
                management of Vyteris accurate and substantially complete in
                relation to Vyteris' ability to carry out its obligation
                hereunder;

        (f)     Vyteris is a corporation organized and validly existing under
                the laws of the State of Delaware and has all requisite
                corporate power and authority to enter into and legally perform
                its obligations under this Agreement without any approvals not
                heretofore obtained or contemplated hereby; and

        (g)     when executed and delivered, this Agreement shall constitute the
                valid and binding obligation of Vyteris, legally enforceable
                against it in accordance with its terms, except as such
                enforceability may be limited by bankruptcy or insolvency laws.

Nothing in this Agreement shall be construed as a warranty that Vyteris Patents
are valid or enforceable or that their exercise does not infringe any patent
rights of third parties.

10.02   Ferring represents and warrants to the best of its belief and knowledge
        that:

        (a)     it shall, at all times, comply in all material respects with all
                applicable laws, rules and regulations and standards applicable
                to the marketing, distribution and sale of the Product;

        (b)     Ferring is a corporation organized and validly existing under
                the laws of Delaware and has all requisite corporate power and
                authority to enter into and legally perform its obligations
                under this Agreement without any approvals not heretofore
                obtained or contemplated hereby; and

        (c)     when executed and delivered, this Agreement shall constitute the
                valid and binding obligation of Ferring, legally enforceable
                against it in accordance with its terms, except as such
                enforceability may be limited by bankruptcy or insolvency laws.

10.03   Each party ("the Indemnifying Party") shall indemnify and hold harmless
        the other, its officers, directors, shareholders, employees, successors
        and assigns ("the Indemnified Party") from any loss, damage or
        liability, including reasonable attorney's fees: (a) resulting from any
        claim, complaint, suit, proceeding or cause of action brought by or on


                                      -30-
<PAGE>

        behalf of an injured party or a spouse, relative or companion of an
        injured third party, against any of them, alleging personal or related
        injury, including death, loss of service or consortium or a similar such
        claim, due to such personal injury or death, and arising out of the
        manufacture, use, marketing, labeling, distribution or sale of the
        Products by the Indemnifying Party or its Affiliates, co-marketeers,
        co-promoters, distributors and sublicensees; and (b) arising out of or
        resulting from or in connection with the breach by the Indemnifying
        Party of any warranty, representation or agreement in this Agreement.

10.04   With respect to any claim for indemnification asserted by either party
        pursuant to Section 10.03:

        (a)     the Indemnifying Party shall not be obliged to provide
                indemnification if it is shown by evidence acceptable in a court
                of law having jurisdiction over the subject matter in meeting
                the appropriate degree of proof for such action that the injury
                was the result of the negligence or willful misconduct of any
                employee or agent of any of the Indemnified Parties

        (b)     the Indemnifying Party shall have no obligation to indemnify the
                party requesting indemnification unless the Indemnified Party:

                (i)     gives the Indemnifying Party prompt written notice of
                        any claim or lawsuit or other action for which it seeks
                        to be indemnified under this Agreement;

                (ii)    the Indemnifying Party is granted full authority and
                        control over the defense including settlement against
                        such lawsuit or other action; provided, however, that
                        (i) such settlement involves only the payment of
                        monetary damages and no injunctive relief binding on the
                        Indemnified Party, and such monetary damages are paid by
                        the Indemnifying Party, (ii) the Indemnified Party is
                        not required under such settlement to admit any
                        liability, and (iii) the Indemnified Party is released
                        from all further liability with respect to such claim.

                (iii)   the Indemnified Party co-operates fully with the
                        Indemnifying Party and its agents in defense of the
                        claims or lawsuit or other action; and.


                                      -31-
<PAGE>

        (c)     the Indemnified Party shall have the right to participate, at
                its sole cost and expense, in the defense of any such claim,
                complaint, suit proceeding or cause of action referred to in
                this paragraph utilizing legal counsel of its choice, provided
                however that the Indemnifying Party shall have full authority
                and control to handle any such claim, complaint, suit,
                proceeding or cause of action, including any settlement or other
                disposition thereof, for which indemnification has been sought
                under this Section.

11.     ASSIGNMENT

11.01   This Agreement and the licenses herein granted shall be binding upon and
        inure to the benefit of the successors in interest of the respective
        parties.

11.02   Neither party may assign and/or encumber this agreement without the
        prior written consent of the other party. Notwithstanding the foregoing,
        either party may assign its rights and obligations under this Agreement
        without the consent of the other party to any: (a) of its respective
        Affiliates; (b) company with which it may merge or consolidate; (c)
        company to whom it may transfer substantially all of its assets to which
        this Agreement relates; or (d) company by which it may be acquired
        (including in each case any company created as a new vehicle upon any
        such merger, transfer or acquisition), provided that:

        1.      such company undertakes directly to the other original party
                under this Agreement to be bound by the terms of this Agreement;
                and

        2.      upon such merger, transfer or acquisition, all rights relating
                to the development, manufacture, marketing and sale of Product
                (including Patent Rights, Know-How, regulatory filings and
                licenses and any other intellectual property whatsoever) are
                also vested in such company.

11.03   Nothing in paragraphs 11.01 or 11.02 shall be deemed to prevent either
        party from sub-contracting its obligations under this Agreement to any
        third party. Nor shall anything herein be construed as preventing either
        from disclosing any Information received from the other party to any
        such sub-contractor, providing such sub-contractor has undertaken a
        similar obligation of confidentiality to such contracting party with
        respect to the Information as that party has undertaken under this
        Agreement.


                                      -32-
<PAGE>

12.     INDEPENDENT CONTRACTORS

12.01   The parties are independent contractors under this Agreement and no
        other relationship is intended, including without limitation to the
        foregoing generality, partnership, joint venture or agency relationship.
        Neither party shall act in a manner that expresses or implies a
        relationship other than of independent contractor with the other party.
        Except as otherwise expressly provided herein, neither party may make
        any representation, warranty or commitment, whether express or implied,
        on behalf of or incur any charges or expenses for, or in the name of the
        other party. Nothing in this Agreement shall be deemed to infer any
        direct relationship between Vyteris and any Affiliate of Ferring.

13.     NOTICES

13.01   All notices and other communications required or permitted to be given
        or made pursuant to this Agreement shall be in writing signed by the
        sender and shall be deemed duly given (a) on the date delivered, if
        personally delivered, (b) on the date sent by telecopier with automatic
        confirmation by the transmitting machine showing the proper number of
        pages were transmitted without error, (c) on the Business Day after
        being sent by Federal Express or another recognized overnight mail
        service which utilizes a written form of receipt for next day or next
        business day delivery, or (d) three (3) Business Days after mailing, if
        mailed by United States postage-prepaid certified or registered mail,
        return receipt requested, in each case addressed to the applicable party
        at the address set forth below; provided that a party may change its
        address for receiving notice by the proper giving of notice hereunder:


        FERRING PHARMACEUTICALS INC         400 Rella Boulevard, Suite 300
                                            Suffern, NY 10901
                                            USA
                                            Attention: President
        with a copy to:

        Ferring International Center SA     Avenue du Rhodanie 60
                                            1007 Lausanne
                                            Switzerland
                                            Attention: General Counsel)



                                      -33-
<PAGE>

        VYTERIS INC                         13-01 Pollitt Drive
                                            Fair Lawn, NJ 07410
                                            USA
                                            (Attention: Chief Executive Officer)

        With a copy to:                     Peter H. Ehrenberg, Esq.
                                            Lowenstein Sandler P.C.
                                            65 Livingston Avenue
                                            Roseland, NJ 07068

13.02   Any notice required or permitted to be given concerning this Agreement
        shall be effective upon receipt by the party to whom it is addressed.

14.     ENTIRE AGREEMENT; WAIVER

14.01   This Agreement, entered into as of the Effective Date, constitutes the
        entire Agreement between the parties relating to the subject matter
        hereof and supersedes all previous writings and understandings (whether
        in writing or not). No terms or provisions of this Agreement shall be
        varied or modified in any prior or subsequent statement, conduct or act
        of either of the parties except by an instrument in writing signed on
        behalf of each of the parties. The parties may terminate this Agreement
        by written instruments executed on behalf of both parties and making
        express reference to this Agreement.

14.02   By an instrument in writing either party may waive compliance by the
        other party with any term or provision of this Agreement that such other
        party was or is obligated to comply with or perform. Any failure of a
        party to enforce at any time, or for any period of time, any of the
        provisions of this Agreement shall not be deemed or construed to be a
        waiver of such provisions or a waiver of any right of such party
        thereafter to enforce each and every such provision on any succeeding
        occasion or breach thereof.


                                      -34-
<PAGE>

15.     SEVERABILITY

15.01   In the event any portion of this Agreement shall be held illegal, void
        or ineffective, the remaining portions hereof shall remain in full force
        and effect to the full extent permitted by law.

15.02   If any of the terms or provisions of this Agreement are in conflict with
        any applicable statute or rule of law, then such terms or provisions
        shall be deemed inoperative to the extent that they may conflict
        therewith and shall be deemed to be modified to conform with such
        statute or rule of law.

15.03   In the event that the terms and conditions of this Agreement are
        materially altered as a result of Sections 15.01 or 15.02 above, the
        parties will renegotiate the terms and conditions of this Agreement to
        resolve any resulting inequities.

16.     REGISTRATION

16.01   Either party shall have the right at any time to record, register or
        otherwise notify (collectively, "Register") this Agreement with or to
        appropriate governmental or regulatory offices after having first given
        30 (thirty) days' written notice to the other party of its intention so
        to do; provided however, that if feasible, such Registration shall be
        made pursuant to confidentiality protections, if available, and
        otherwise, except as may be required under law, all financial and other
        material and sensitive business terms of this Agreement shall be
        redacted from any copy of this Agreement that is to Registered. The
        other party shall provide reasonable assistance in effecting such
        Registration.

17.     GOVERNING LAW

17.01   This Agreement and any and all matters arising directly or indirectly
        herefrom, including without limtation the execution, validity,
        construction and effect hereof, shall be governed by and construed and
        enforced in accordance with the internal laws of the State of New York
        applicable to agreements made and to be performed entirely in such
        state, without giving effect to the conflict of law principles thereof.


                                      -35-
<PAGE>

18.     FORCE MAJEURE

18.01   If either party is prevented from complying, either totally or in part,
        with any of the terms or provisions of this Agreement, by reason of a
        Force Majeure, then, upon written notice by the party liable to perform
        to the other party, the requirements of this Agreement or such of its
        provisions as may be affected (excluding, however, any obligation to pay
        money) and to the extent so affected, shall be suspended during the
        period of such Force Majeure; provided, that the party asserting a Force
        Majeure shall bear the burden of establishing the existence of the Force
        Majeure, shall use its best efforts to remove the Force Majeure, shall
        continue performance with dispatch whenever such causes are removed, and
        shall notify the other party of the Force Majeure not more than ten (10)
        calendar days from the time of the event; provided, however, that the
        party not asserting the Force Majeure shall have the right, upon payment
        of all sums due and owing under this Agreement, to terminate the
        Agreement upon written notice to the party asserting the Force Majeure
        if the Force Majeure continues for more than three months during the
        period prior to Launch, or more than six months during the period after
        Launch.

19.     DISPUTE RESOLUTION

19.01   The parties shall attempt to resolve amicably any disputes arising
        hereunder or in relation to this Agreement, however, should such
        attempts at resolution fail, the matter shall be adjudicated in
        accordance with the procedures set out in Appendix C.

20.     EXECUTION IN COUNTERPARTS

20.01   This Agreement may be executed in any number of counterparts, each of
        which shall be deemed an original but all of which together shall
        constitute one and the same instrument.


                                      -36-
<PAGE>

In Witness Whereof, the Parties have caused this Agreement to be executed by
their duly authorized representatives.


Ferring Pharmaceuticals Inc.               Vyteris Incorporated




/s/ [Signature of Authorized Person]       /s/ [Signature of Authorized Person]
------------------------------------       ------------------------------------
Print name: [Authorized Person]            Print name: [Authorized Person]
Title: President & CEO                     Title: President & CEO
Date: 9/27/04                              Date: 9/27/04




                                      -37-
<PAGE>
<TABLE>
<CAPTION>

                                                             APPENDIX A

                                 I. RELEVANT PATENTS AND PATENT APPLICATIONS OWNED BY VYTERIS, INC.
<S>                                                                             <C>
--------------- --------------- ------------------------ ---------------------- ------------------------------ ---------------------
KIRKPATRICK &   COUNTRY OR      TITLE                    INVENTOR(S)            [SERIAL NO./FILING DATE]       STATUS
LOCKHART FILE   REGION                                                          PATENT NO./ISSUE DATE
NUMBER

--------------- --------------- ------------------------ ---------------------- ------------------------------ ---------------------
[*]             Canada          Iontophoretic Drug       James M. Devine        [2,230,813 / 28 Aug. 1996]     Application pending.
                                Delivery Device Having   Ronald J. Flower
                                High-Efficiency DC-to-DC
                                Conversion Circuit
--------------- --------------- ------------------------ ---------------------- ------------------------------ ---------------------
[*]             European        Iontophoretic Drug       James M. Devine        [96930652.1 / 28 Aug. 1996]    Application pending.
                Patent Office   Delivery Device Having   Ronald J. Flower
                                High-Efficiency DC-to-DC
                                Conversion Circuit
--------------- --------------- ------------------------ ---------------------- ------------------------------ ---------------------
[*]             United States   Iontophoretic Drug       James M. Devine        6,522,919 / 18 Feb. 2003       Patent granted.
                                Delivery Device Having   Ronald J. Flower
                                High-Efficiency DC-to-DC
                                Conversion Circuit
--------------- --------------- ------------------------ ---------------------- ------------------------------ ---------------------
[*]             United States   Iontophoretic Drug       James M. Devine        6,402,732 / 11 Feb. 2003       Patent granted.
                                Delivery Device Having   Ronald J. Flower
                                High-Efficiency DC-to-DC
                                Conversion Circuit
--------------- --------------- ------------------------ ---------------------- ------------------------------ ---------------------
[*]             United States   Method of Increasing the Kenneth E. Garde       6,385,488 / 07 May 2002        Patent granted.
                                Reliability of           Ronald J. Flower
                                Iontophoresis System     Steven D. Walter
--------------- --------------- ------------------------ ---------------------- ------------------------------ ---------------------
</TABLE>


                                                                -38-
<PAGE>
<TABLE>
<CAPTION>
<S>                                                                             <C>
--------------- --------------- ------------------------ ---------------------- ------------------------------ ---------------------
KIRKPATRICK &   COUNTRY OR      TITLE                    INVENTOR(S)            [SERIAL NO./FILING DATE]       STATUS
LOCKHART FILE   REGION                                                          PATENT NO./ISSUE DATE
NUMBER

--------------- --------------- ------------------------ ---------------------- ------------------------------ ---------------------
[*]             Germany         Method of Increasing the Kenneth E. Garde       [10025027.0 / 20 May 2000]     Application pending.
                                Reliability of           Ronald J. Flower
                                Iontophoresis System     Steven D. Walter
--------------- --------------- ------------------------ ---------------------- ------------------------------ ---------------------
[*]             France          Method of Increasing the Kenneth E. Garde       [0006312 / 17 May 2000]        Application pending.
                                Reliability of           Ronald J. Flower
                                Iontophoresis System     Steven D. Walter
--------------- --------------- ------------------------ ---------------------- ------------------------------ ---------------------
[*]             France          Method of Increasing the Kenneth E. Garde       [0013645 / 17 May 2000]        Application pending.
                                Reliability of           Ronald J. Flower
                                Iontophoresis System     Steven D. Walter
--------------- --------------- ------------------------ ---------------------- ------------------------------ ---------------------
[*]             France          Method of Increasing the Kenneth E. Garde       [0013639 / 17 May 2000]        Application pending.
                                Reliability of           Ronald J. Flower
                                Iontophoresis System     Steven D. Walter
--------------- --------------- ------------------------ ---------------------- ------------------------------ ---------------------
[*]             Japan           Method of Increasing the Kenneth E. Garde       [2000-147822 / 19 May 2000]    Application pending.
                                Reliability of           Ronald J. Flower
                                Iontophoresis System     Steven D. Walter
--------------- --------------- ------------------------ ---------------------- ------------------------------ ---------------------
[*]             United States   Iontophoretic Drug       Bruce M. Eliash        6,377,847 / 23 Apr. 2002       Patent granted.
                                Delivery Device and      Vilambi Reddy
                                Reservoir and Method of  Preston Keusch
                                Making Same
--------------- --------------- ------------------------ ---------------------- ------------------------------ ---------------------
[*]             Canada          Iontophoretic Drug       Bruce M. Eliash        [2,364,414 / 06 Dec. 2001]     Application pending.
                                Delivery Device and      Vilambi Reddy
                                Reservoir and Method of  Preston Keusch
                                Making Same
--------------- --------------- ------------------------ ---------------------- ------------------------------ ---------------------
[*]             European        Iontophoretic Drug       Bruce M. Eliash        [00942763.4 / 09 June 2000]    Application pending.
                Patent Office   Delivery Device and      Vilambi Reddy
                                Reservoir and Method of  Preston Keusch
                                Making Same
--------------- --------------- ------------------------ ---------------------- ------------------------------ ---------------------
[*]             Japan           Iontophoretic Drug       Bruce M. Eliash        [2001-501303 / 09 June 2000]   Application pending.
                                Delivery Device and      Vilambi Reddy
                                Reservoir and Method of  Preston Keusch
                                Making Same
--------------- --------------- ------------------------ ---------------------- ------------------------------ ---------------------
</TABLE>


                                                                -39-
<PAGE>
<TABLE>
<CAPTION>
<S>                                                                             <C>
--------------- --------------- ------------------------ ---------------------- ------------------------------ ---------------------
KIRKPATRICK &   COUNTRY OR      TITLE                    INVENTOR(S)            [SERIAL NO./FILING DATE]       STATUS
LOCKHART FILE   REGION                                                          PATENT NO./ISSUE DATE
NUMBER

--------------- --------------- ------------------------ ---------------------- ------------------------------ ---------------------
[*]             United States   Shelf Storage Stable     Bruce M. Eliash        6,629,968 / 07 Oct. 2003       Patent granted.
                                Iontophoresis            Kevin J. Carey
                                Reservoir-Electrode and  Vilambi Reddy
                                Iontophoretic System     Preston Keusch
                                Incorporating the        Uday K. Jain
                                Reservoir-Electrode      Vitaly Falevich
--------------- --------------- ------------------------ ---------------------- ------------------------------ ---------------------
[*]             Canada          Shelf Storage Stable     Bruce M. Eliash        [2,413,624 / 29 June 2001]     Application pending.
                                Iontophoresis            Kevin J. Carey
                                Reservoir-Electrode and  Vilambi Reddy
                                Iontophoretic System     Preston Keusch
                                Incorporating the        Uday K. Jain
                                Reservoir-Electrode      Vitaly Falevich
--------------- --------------- ------------------------ ---------------------- ------------------------------ ---------------------
[*]             European        Shelf Storage Stable     Bruce M. Eliash        [01952340.6 / 29 June 2001]    Application pending.
                Patent Office   Iontophoresis            Kevin J. Carey
                                Reservoir-Electrode and  Vilambi Reddy
                                Iontophoretic System     Preston Keusch
                                Incorporating the        Uday K. Jain
                                Reservoir-Electrode      Vitaly Falevich
--------------- --------------- ------------------------ ---------------------- ------------------------------ ---------------------
[*]             Japan           Shelf Storage Stable     Bruce M. Eliash        [2002-506803 / 29 June 2001]   Application pending.
                                Iontophoresis            Kevin J. Carey
                                Reservoir-Electrode and  Vilambi Reddy
                                Iontophoretic System     Preston Keusch
                                Incorporating the        Uday K. Jain
                                Reservoir-Electrode      Vitaly Falevich
--------------- --------------- ------------------------ ---------------------- ------------------------------ ---------------------
[*]             United States   Shelf Storage Stable     Bruce M. Eliash        6,635,045 / 21 Oct. 2003       Patent granted.
                                Iontophoresis            Kevin J. Carey
                                Reservoir-Electrode and  Vilambi Reddy
                                Iontophoretic System     Preston Keusch
                                Incorporating the        Uday K. Jain
                                Reservoir-Electrode      Vitaly Falevich
--------------- --------------- ------------------------ ---------------------- ------------------------------ ---------------------
</TABLE>


                                                                -40-
<PAGE>
<TABLE>
<CAPTION>
<S>                                                                             <C>
--------------- --------------- ------------------------ ------------------- --------------------------- ---------------------------
KIRKPATRICK &   COUNTRY OR      TITLE                    INVENTOR(S)         [SERIAL NO./FILING DATE]    STATUS
LOCKHART FILE   REGION                                                       PATENT NO./ISSUE DATE
NUMBER

--------------- --------------- ------------------------ ------------------- --------------------------- ---------------------------
[*]             United States   Iontophoresis System     Burton H. Sage      5,246,418 / 21 Sep. 1993    Patent granted.
                                Having Features for      John L. Haynes
                                Reducing Skin Irritation
--------------- --------------- ------------------------ ------------------- --------------------------- ---------------------------
[*]             Germany         Iontophoresis System     Burton H. Sage      P69225387.4 / 06 May 1998   Granted European patent
                                Having Features for      John L. Haynes                                  registered in Germany.
                                Reducing Skin Irritation                                                 European patent was opposed
                                                                                                         and revoked. Revocation
                                                                                                         currently on appeal.
--------------- --------------- ------------------------ ------------------- --------------------------- ---------------------------
[*]             France          Iontophoresis System     Burton H. Sage      0 547 482 / 06 May 1998     European patent registered
                                Having Features for      John L. Haynes                                  in France. European patent
                                Reducing Skin Irritation                                                 was opposed and revoked.
                                                                                                         Revocation currently on
                                                                                                         appeal.
--------------- --------------- ------------------------ ------------------- --------------------------- ---------------------------
[*]             United Kingdom  Iontophoresis System     Burton H. Sage      0 547 482 / 06 May 1998     European patent registered
                                Having Features for      John L. Haynes                                  in United Kingdom. European
                                Reducing Skin Irritation                                                 patent was opposed and
                                                                                                         revoked. Revocation
                                                                                                         currently on appeal.
--------------- --------------- ------------------------ ------------------- --------------------------- ---------------------------
[*]             Italy           Iontophoresis System     Burton H. Sage      0 547 482 / 06 May 1998     European patent registered
                                Having Features for      John L. Haynes                                  in Italy. European patent
                                Reducing Skin Irritation                                                 was opposed and revoked.
                                                                                                         Revocation currently on
                                                                                                         appeal.
--------------- --------------- ------------------------ ------------------- --------------------------- ---------------------------
[*]             Japan           Iontophoresis System     Burton H. Sage      2,026,059 / 26 Feb. 1996    Patent granted.
                                Having Features for      John L. Haynes
                                Reducing Skin Irritation
--------------- --------------- ------------------------ ------------------- --------------------------- ---------------------------
[*]             United States   Locking and Disfiguring  Ronald J. Flower    5,873,850 / 23 Feb. 1999    Patent granted.
                                Mechanism for an         C. Huck
                                Iontophoretic System
--------------- --------------- ------------------------ ------------------- --------------------------- ---------------------------
</TABLE>


                                                                -41-
<PAGE>
<TABLE>
<CAPTION>

                                II. RELEVANT PATENT AND PATENT APPLICATIONS LICENSED TO VYTERIS, INC.

<S>                                                                             <C>
--------------- --------------- ------------------------ ---------------------- ------------------------------ ---------------------
KIRKPATRICK &   COUNTRY OR      TITLE                    INVENTOR(S)            [SERIAL NO./FILING DATE]       STATUS
LOCKHART FILE   REGION                                                          PATENT NO./ISSUE DATE
NUMBER

--------------- --------------- ------------------------ ---------------------- ------------------------------ ---------------------
[*]             United States   Medicament-Loaded        Michael I. Bernhard    6,496,727 / 17 Dec. 2002       Patent granted.
                                Transdermal Reservoir    Ralph Ewall
                                and Method for its       C. Karl
                                Formation                Preston Keusch
                                                         Gary B. Kupperblatt
                                                         D. O'Grady
--------------- --------------- ------------------------ ---------------------- ------------------------------ ---------------------
[*]             Australia       Medicament-Loaded        Michael I. Bernhard    [2001275019 / 02 Dec. 2002]    Application pending.
                                Transdermal Reservoir    Ralph Ewall
                                and Method for its       C. Karl
                                Formation                Preston Keusch
                                                         Gary B. Kupperblatt
                                                         D. O'Grady
--------------- --------------- ------------------------ ---------------------- ------------------------------ ---------------------
[*]             Brazil          Medicament-Loaded        Michael I. Bernhard    [PI 0111367-4 / 02 Dec. 2002]  Application pending.
                                Transdermal Reservoir    Ralph Ewall
                                and Method for its       C. Karl
                                Formation                Preston Keusch
                                                         Gary B. Kupperblatt
                                                         D. O'Grady
--------------- --------------- ------------------------ ---------------------- ------------------------------ ---------------------
[*]             Canada          Medicament-Loaded        Michael I. Bernhard    [2,410,675 / 30 May 2001]      Application pending.
                                Transdermal Reservoir    Ralph Ewall
                                and Method for its       C. Karl
                                Formation                Preston Keusch
                                                         Gary B. Kupperblatt
                                                         D. O'Grady
--------------- --------------- ------------------------ ---------------------- ------------------------------ ---------------------
</TABLE>


                                                                -42-
<PAGE>
<TABLE>
<CAPTION>
<S>                                                                             <C>
--------------- --------------- ------------------------ ---------------------- ------------------------------ ---------------------
KIRKPATRICK &   COUNTRY OR      TITLE                    INVENTOR(S)            [SERIAL NO./FILING DATE]       STATUS
LOCKHART FILE   REGION                                                          PATENT NO./ISSUE DATE
NUMBER

--------------- --------------- ------------------------ ---------------------- ------------------------------ ---------------------
[*]             Peoples         Medicament-Loaded        Michael I. Bernhard    [Unknown / 30 Dec. 2002]       Application pending.
                Republic of     Transdermal Reservoir    Ralph Ewall
                China           and Method for its       C. Karl
                                Formation                Preston Keusch
                                                         Gary B. Kupperblatt
                                                         D. O'Grady
--------------- --------------- ------------------------ ---------------------- ------------------------------ ---------------------
[*]             European        Medicament-Loaded        Michael I. Bernhard    [01941685.8 / 10 Dec. 2002]    Application pending.
                Patent Office   Transdermal Reservoir    Ralph Ewall
                                and Method for its       C. Karl
                                Formation                Preston Keusch
                                                         Gary B. Kupperblatt
                                                         D. O'Grady
--------------- --------------- ------------------------ ---------------------- ------------------------------ ---------------------
[*]             India           Medicament-Loaded        Michael I. Bernhard    [IN/PCT/2002/01582 / 26 Dec.   Application pending.
                                Transdermal Reservoir    Ralph Ewall            2002]
                                and Method for its       C. Karl
                                Formation                Preston Keusch
                                                         Gary B. Kupperblatt
                                                         D. O'Grady
--------------- --------------- ------------------------ ---------------------- ------------------------------ ---------------------
[*]             Japan           Medicament-Loaded        Michael I. Bernhard    [2001-587859 / 30 May 2001]    Application pending.
                                Transdermal Reservoir    Ralph Ewall
                                and Method for its       C. Karl
                                Formation                Preston Keusch
                                                         Gary B. Kupperblatt
                                                         D. O'Grady
--------------- --------------- ------------------------ ---------------------- ------------------------------ ---------------------
[*]             Mexico          Medicament-Loaded        Michael I. Bernhard    [PA/a/2002/011849 / 29 Nov.    Application pending.
                                Transdermal Reservoir    Ralph Ewall            2002]
                                and Method for its       C. Karl
                                Formation                Preston Keusch
                                                         Gary B. Kupperblatt
                                                         D. O'Grady
--------------- --------------- ------------------------ ---------------------- ------------------------------ ---------------------
</TABLE>


                                                                -43-
<PAGE>
<TABLE>
<CAPTION>
<S>                                                                             <C>
--------------- --------------- ------------------------ ---------------------- ------------------------------ ---------------------
KIRKPATRICK &   COUNTRY OR      TITLE                    INVENTOR(S)            [SERIAL NO./FILING DATE]       STATUS
LOCKHART FILE   REGION                                                          PATENT NO./ISSUE DATE
NUMBER

--------------- --------------- ------------------------ ---------------------- ------------------------------ ---------------------
[*]             Singapore       Medicament-Loaded        Michael I. Bernhard    [200207296-5 / 11 Dec. 2002]   Application pending.
                                Transdermal Reservoir    Ralph Ewall
                                and Method for its       C. Karl
                                Formation                Preston Keusch
                                                         Gary B. Kupperblatt
                                                         D. O'Grady
--------------- --------------- ------------------------ ---------------------- ------------------------------ ---------------------
[*]             United States   Medicament-Loaded        Michael I. Bernhard    [10/274,533 / 18 Oct. 2002]    Application pending.
                                Transdermal Reservoir    Ralph Ewall
                                and Method for its       C. Karl
                                Formation                Preston Keusch
                                                         Gary B. Kupperblatt
                                                         D. O'Grady
--------------- --------------- ------------------------ ---------------------- ------------------------------ ---------------------
</TABLE>


                                                                -44-
<PAGE>

                                   APPENDIX B


[*]








                                      -45-
<PAGE>

                                   APPENDIX C
                          DISPUTE RESOLUTION PROCEDURES

The parties recognize that a bona fide dispute as to certain matters may arise
from time to time during the term of this Agreement that relates to either
party's rights and/or obligations under the Agreement. The parties further agree
that prior to initiating Alternative Dispute Resolution ("ADR") procedure for
the resolution of such a dispute, a party first must send written notice of the
dispute to the other party for attempted resolution by good faith negotiations
through the Liaison Team, or in the event that resolution proves unsuccessful
within 28 days, the matter shall be referred to the parties' respective Chief
Executive Officers

If the matter has not been resolved within 28 (twenty-eight) days of the
reference to the Chief Executive Officer of the notice of dispute, or if the
parties fail to meet within such 28 (twenty-eight) days, either party may
initiate an ADR proceeding as provided herein. The parties shall have the right
to be represented by counsel in such a proceeding.

1.      To begin an ADR proceeding, a party shall provide written notice to the
        other party of the issues to be resolved by ADR. Within 14 (fourteen)
        days after its receipt of such notice, the other party may, by written
        notice to the party initiating the ADR, add additional issues to be
        resolved within the same ADR.

2.      Within 21 (twenty-one) days following receipt of the original ADR
        notice, the parties shall select a mutually acceptable neutral to
        preside in the resolution of any disputes in this ADR proceeding. If the
        parties are unable to agree on a mutually acceptable neutral within such
        period, either party may request the President of the CPR Institute for
        Dispute Resolution ("CPR"), 366 Madison Avenue, 14th Floor, New York,
        New York 10017, to select a neutral pursuant to the following
        procedures:

        (a)     the CPR shall submit to the parties a list of not less than 5
                (five) candidates within 14 (fourteen) days after receipt of the
                request, along with a Curriculum Vitae for each candidate. No
                candidate shall be an employee, director, or shareholder of
                either party or any of their subsidiaries or Affiliates.


                                      -46-
<PAGE>

        (b)     such list shall include a statement of disclosure by each
                candidate of any circumstances likely to affect his or her
                impartiality.

        (c)     each party shall number the candidates in order of preference
                (with the number 1 (one) signifying the greatest preference) and
                shall deliver the list to the CPR within 7 (seven) days
                following receipt of the list of candidates. If a party believes
                a conflict of interest exists regarding any of the candidates,
                that party shall provide a written explanation of the conflict
                to the CPR along with its list showing its order of preference
                for the candidates. Any party failing to return a list of
                preferences on time shall be deemed to have no order of
                preference.

        (d)     if the parties collectively have identified fewer than 3 (three)
                candidates deemed to have conflicts, the CPR immediately shall
                designate as the neutral the candidate for whom the parties
                collective have indicated the greatest preference. If a tie
                should result between 2 (two) candidates, the CPR may designate
                either candidate. If the parties collectively have identified 3
                (three) or more candidates deemed to have conflicts, the CPR
                shall review the explanations regarding conflicts and, in its
                sole discretion, may either (i) immediately designate as the
                neutral the candidate for whom the parties collectively have
                indicated the greatest preference, or (ii) issue a new list of
                not less than 5 (five) candidates, in which case the procedures
                set forth in sub-paragraphs 2(a) - 2(d) shall be repeated.

3.      No earlier than 28 (twenty-eight) days or later than 56 (fifty-six) days
        after selection, the neutral shall hold a hearing to resolve each of the
        issues identified by the parties. The ADR proceeding shall take place at
        a location within New York or New Jersey agreed upon by the parties. If
        the parties cannot agree, the neutral shall designate a location in the
        United States other than the principal place of business of either party
        or any of their subsidiaries or Affiliates. Each party to the proceeding
        shall be entitled to make 1 (one) written list of document requests to
        the other party, subject to the right of the neutral to rule on any
        objection to such request, which shall not be subject to appeal.

4.      At least 7 (seven) days prior to the hearing, each party shall submit
        the following to the other party and the neutral:-


                                      -47-
<PAGE>

        (a)     a copy of all exhibits on which such party intends to rely in
                any oral or written presentation to the neutral;

        (b)     a list of any witnesses such party intends to call at the
                hearing, and a short summary of the anticipated testimony of
                each witness;

        (c)     a proposed ruling on each issue to be resolved, together with a
                request for a specific damage award or other remedy for each
                issue. The proposed rulings and remedies shall not contain any
                recitation of the facts or any legal arguments and shall not
                exceed 1 (one) page per issue;

        (d)     a brief in support of such party's proposed rulings and
                remedies, provided that the brief shall not exceed 25 (twenty
                five) pages. This page limitation shall apply regardless of the
                number of issues raised in the ADR proceeding.

5.      The hearing shall be conducted on 2 (two) consecutive days and shall be
        governed by the following rules:

        (a)     Each party shall be entitled to 5 (five) hours of hearing time
                to present its case. The neutral shall determine whether each
                party has had the 5 (five) hours to which it is entitled.

        (b)     Each party shall be entitled, but not required, to make an
                opening statement, to present regular and rebuttal testimony,
                documents or other evidence, to cross-examine witnesses, and to
                make a closing argument. Cross-examination of witnesses shall
                occur immediately after their direct testimony, and
                cross-examination time shall be charged against the party
                conducting the cross-examination.

        (c)     The party initiating the ADR shall begin the hearing and, if it
                chooses to make an opening statement, shall address not only
                issues it raised but also any issues raised by the responding
                party. The responding party, if it chooses to make an opening
                statement, also shall address all issues raised in the ADR.
                Thereafter, the presentation of regular and rebuttal testimony
                and documents, other evidence, and closing arguments shall
                proceeding the same sequence.


                                      -48-
<PAGE>

        (d)     Settlement negotiations, including any statements made therein,
                shall not be admissible under any circumstances. Affidavits
                prepared for purposes of the ADR hearing also shall not be
                admissible. As to all other matters, the neutral shall have sole
                discretion regarding the admissibility of any evidence.

6.      Within 7 (seven) days following completion of the hearing, each party
        may submit to the other party and the neutral a post-hearing brief in
        support of its proposed rulings and remedies, provided that such brief
        shall not contain or discuss any new evidence and shall not exceed 25
        (twenty five) pages. This page limitation shall apply regardless of the
        number of issues raised in the ADR proceeding.

7.      The neutral shall rule on each disputed issue within 14 (fourteen) days
        following completion of the hearing. The neutral shall issue a written
        opinion concisely explaining the basis of its rulings.

8.      The neutral shall be paid a reasonable fee plus reasonable expenses. The
        parties shall each pay fifty percent (50%) of the neutral fees plus
        reasonable expenses, and any expenses of a court reporter and a hearing
        room. Each party shall be solely responsible for its own legal expenses
        and costs, including expert witness fees and expenses.

9.      The rulings of the neutral arbitrator shall be binding, non-reviewable,
        and non-appealable, and may be entered as a final judgment in any court
        having jurisdiction.

10.     Except as provided in paragraph 9 or as required by law, the existence
        of the dispute, any settlement negotiations, the ADR hearing, any
        submissions (including exhibits, testimony, proposed rulings and
        briefs), and the rulings shall be deemed Confidential Information. The
        neutral shall have the authority to impose sanctions for unauthorized
        disclosures of Confidential Information or other procedural abuses by a
        party during the course of the ADR proceeding.


                                      -49-
<PAGE>

                                   APPENDIX D
                          DEVELOPMENT COST METHODOLOGY

Costing Methodology:

Costs to be included in Vyteris' development budget pursuant to Section 2.04,
shall consist of:

        o       Personnel according to the following schedule:
                [*]
        o       Materials used in the Development Plan
        o       Costs of third parties engaged by Vyteris to support
                implementation of the Development Plan

The hourly costs of Vyteris employees will be charged for each hour that the
employees work on the Development Plan, as evidenced by time sheets, and are
meant to capture the costs of salary, benefits and bonuses of those employees,
allocations of departmental management and support staff not directly involved
in the Development Plan, reasonable and customary allocations of overhead costs
including but not limited to occupancy costs, utilities, waste removal, cleaning
services, insurance, equipment maintenance and calibration, laboratory supplies,
communications costs, depreciation of lab equipment, depreciation of building
systems, depreciation of communication and computer equipment, safety programs
and employee training, etc.


                                      -50-
<PAGE>

                                   APPENDIX E


                                       [*]









                                      -51-
<PAGE>

                                   APPENDIX F
                        PATENT REGISTRATION COUNTRY LIST


                                       [*]











                                      -52-
<PAGE>

                                   APPENDIX G

                               Knowledge Exchange

                                       [*]













                                      -53-
<PAGE>

                                   APPENDIX H

                            LIST OF SECURITY HOLDERS














                                      -54-