SECURITY
AGREEMENT

       

      (PARENT)

       

      THIS
SECURITY AGREEMENT (this "Agreement"), dated as
of this ____ day of March, 2009, is made by and between Vyteris, Inc., a Nevada
corporation (“Parent”), and Ferring
Pharmaceuticals, Inc., a Delaware corporation (the "Ferring”).

       

      Recitals

       

      A.           Reference
is hereby made to (a) the Letter Agreement dated the date hereof by and among
Parent, Vyteris, Inc, a Delaware corporation and Parent’s wholly-owned
subsidiary (“Vyteris”), and
Ferring (the “Letter
Agreement”); (b) the License and Development Agreement dated as of
September 27, 2004, as amended prior to the date hereof and pursuant to the
Letter Agreement, by and between Ferring and Vyteris (the “License Agreement”);
and (c) the Supply Agreement dated September 27, 2004, as amended prior to the
date hereof and pursuant to the Letter Agreement, by and between Ferring and
Vyteris (together with the related Technical Agreement by and between Ferring
and Vyteris, the “Supply Agreement”)
(all of the foregoing, together with the Transaction Documents (as defined in
the Letter Agreement), the “Underlying
Agreements”).

      


      B.           In
order to induce Ferring to enter into the Letter Agreement and the other
Transactions Documents (as defined therein) and for other good and valuable
consideration, receipt and sufficiency of which are hereby acknowledged, and as
security for the performance by Parent of the Obligations (as hereinafter
defined), Parent has agreed to grant to Ferring, for the benefit of Ferring, a
security interest in the Collateral (as hereinafter defined) on the terms and
conditions hereinafter set forth.

      


      NOW,
THEREFORE, Parent and Ferring, intending to be legally bound, hereby agree as
follows:

      


      1.         Definitions.

       

       (a)           "Collateral" shall
mean all personal property of Parent, wherever located, and whether now owned or
hereafter acquired or arising, including, without limitation, all:

       

      (i)           
Accounts;

       

      (ii)           Chattel
paper, including Electronic Chattel Paper;

       

      (iii)          Goods,
including all Inventory and Equipment and any accessions thereto;

       

      (iv)          Instruments,
including Promissory Notes;

       

      (v)           Investment
Property;

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (vi)          Documents;

       

      (vii)         Deposit
Accounts;

       

      (viii)        Commercial
Tort Claims, if any, identified on Schedule A annexed hereto;

       

      (ix)           Letter-of-Credit
Rights;

       

      (x)           General
Intangibles, including Payment Intangibles and Software;

       

      (xi)           Supporting
Obligations; and

       

      (xii)          to
the extent not listed above as original collateral proceeds and products of the
foregoing.

       

                 (b)           “Obligations" shall
mean all obligations, liabilities and indebtedness of Parent to Ferring, whether
now existing or hereafter created, absolute or contingent, direct or indirect,
due or not, whether created directly or acquired by assignment or otherwise,
including, without limitation, arising under or relating to any of the
Underlying Agreements; all fees, costs, expenses and indemnity obligations of
Parent to Ferring hereunder or thereunder; any amendments, extensions,
renewals  and increases of or to any of the foregoing; and all costs
and expenses of Ferring incurred in the modification, enforcement, collection
and otherwise in connection with any of the foregoing, including reasonable
attorneys' fees and expenses.

       

                            (c)           "UCC" shall mean the
Uniform Commercial Code, as adopted and enacted and as in effect from time to
time in the State whose law governs pursuant to the Section 22 of this Agreement
entitled "Governing
Law and Jurisdiction.  Terms used herein which are defined in
the UCC and not otherwise defined herein shall have the respective meanings
ascribed to such terms in the UCC. To the extent the definition of any category
or type of collateral is modified by any amendment, modification or revision to
the UCC, such modified definition will apply automatically as of the date of
such amendment, modification or revision.

       

      2.         Grant of Security
Interest. To
secure the Obligations, Parent hereby assigns and grants to Ferring, as secured
party, a continuing first priority lien on and a security interest in the
Collateral.

       

      3.         Change in Name or
Locations. Parent hereby agrees
that if the location of the Collateral changes from the locations listed on
Exhibit "A" hereto and made part hereof (other than transport to its headquarter
in Fair Lawn, New Jersey), or if Parent changes its name, its type of
organization, its state of organization or its chief executive office or
establishes a name under which it may do business that is not listed as a
tradename on Exhibit "A" hereto, Parent will immediately notify Ferring in
writing of the additions or changes.

       

      
        
          
          

        

        
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      4.         Representations and
Warranties. Parent represents,
warrants and covenants to Ferring that: (a) all information, including its type
of organization, jurisdiction of organization and chief executive office, are as
set forth on Exhibit "A" hereto and are true and correct on the date hereof;
(b) Parent has paid to the manufacturer(s) and all supplier(s) of the
Collateral the entire purchase payable therefor, and no amounts remain to be
paid to any such manufacturer or supplier for or in connection with the
acquisition by Parent of the Collateral; (c) as of date hereof, the Collateral
is located at the locations listed on Exhibit “A” hereto; (d) Parent has good,
marketable and indefeasible title to the Collateral, has not made any prior
sale, pledge, encumbrance, assignment or other disposition of any of the
Collateral, and the Collateral is free from all encumbrances and rights of
setoff of any kind except the lien in favor of Ferring created by this
Agreement; and any liens or security interests of Spencer Trask Specialty Group,
LLC (the “Subordinate
Lienholder”), which are subject, junior and subordinate to the lien and
security interest granted to Ferring hereunder pursuant to a Subordination
Agreement dated as of the date hereof among the Subordinate Lienholder and
Ferring; (e) except as herein provided, Parent will not hereafter without
Ferring's prior written consent sell, pledge, encumber, assign or otherwise
dispose of any of the Collateral or permit any right of setoff, lien or security
interest to exist thereon except to Ferring; (f) Parent will defend the
Collateral against all claims and demands of all persons and entities at any
time claiming the same or any interest therein; (g) Ferring's security interest
in the Collateral constitutes and will continue to constitute a perfected first
priority security interest in favor of Ferring; and (h) each of this Agreement
and the other Underlying Agreements has been duly authorized, executed and
delivered by Parent and constitutes its legal, valid and binding obligations,
enforceable in accordance with their respective terms.

       

      5.         Personal
Property.  The Collateral shall remain personal property at all
times. Parent shall not affix any of the Collateral to real property in any
manner which would change its nature from that of personal property to real
property or to a fixture.

       

      6.         Enforceability of Security
Interests.  Upon the execution of this Agreement by Parent and
the filing of financing statements properly describing the Collateral and
identifying Parent, as the grantor and Ferring, as the secured party, in the
applicable jurisdiction required pursuant to the UCC, security interests and
liens granted to the Ferring, as the secured party under Section 2 hereof shall
constitute valid, perfected and first priority security interests and liens in
and to the Collateral of Parent, other than Collateral which may not be
perfected by filing under the UCC, in each case enforceable against all third
parties and securing the payment of the Obligations.

       

      7.         Parent's
Covenants. Parent covenants that it
shall:

       

      (a)           from
time to time and at all reasonable times allow Ferring, by or through any of its
officers, agents, attorneys, or accountants, to examine or inspect the
Collateral, wherever located.  Parent shall do, obtain, make, execute
and deliver all such additional and further acts, things, deeds, assurances and
instruments as Ferring may require to vest in and assure to Ferring its rights
hereunder and in or to the Collateral, and the proceeds thereof, including
waivers from landlords, warehousemen and mortgagees.  Parent agrees
that Ferring has full power and authority to collect, compromise, endorse, sell
or otherwise deal with the Collateral in its own name or that of Parent at any
time upon an Event of Default (as defined below);

       

      (b)           keep
the Collateral in good order and repair at all times and immediately notify
Ferring of any event causing a material loss or decline in value of the
Collateral, whether or not covered by insurance, and the amount of such loss or
depreciation;

       

      
        
          
          

        

        
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      (c)           only
use or permit the Collateral to be used in accordance with all applicable
federal, state, county and municipal laws and regulations; and

       

      (d)           have
and maintain public liability and property damage insurance at all times with
respect to all Collateral against such risks, including fire (including
so-called extended coverage), theft, sprinkler leakage, and other risks
(including risk of flood if any Collateral is maintained at a location in a
flood hazard zone and, for the period that the Collateral is being transported
to Parent’s headquarters located in Fair Lawn, New Jersey, risks of loss during
transportation) as Ferring may require, in such form, in such amount, for such
period and written by such companies as may be satisfactory to Ferring in its
sole discretion.  Each such casualty insurance policy shall contain a
standard Loss Payable Clause issued in favor of Ferring under which all losses
thereunder shall be paid to Ferring as Ferring's interests may
appear.  Each public liability policy shall name Ferring as an
additional insured.  Such policies shall expressly provide that the
requisite insurance cannot be altered or canceled without at least thirty (30)
days prior written notice to Ferring and shall insure Ferring notwithstanding
the act or neglect of Parent.  Upon Ferring's demand, Parent shall
furnish Ferring with duplicate original policies of insurance or such other
evidence of insurance as Ferring may require.  In the event of failure
to provide insurance as herein provided, Ferring may, at its option, obtain such
insurance and Parent shall pay to Ferring, on demand, the cost
thereof.  Proceeds of insurance may be applied by Ferring to reduce
the Obligations or to repair or replace Collateral, all in Ferring's sole
discretion.

       

      8.         Negative Pledge; No
Transfer. Parent will not sell or
offer to sell or otherwise transfer or grant or allow the imposition of a lien
or security interest upon the Collateral except for the existing subordinate
security interest in favor of the Subordinate Lienholder, will not allow any
third party to gain control of all or any part of the Collateral, and will not
use any portion thereof in any manner inconsistent with this Agreement or with
the terms and conditions of any policy of insurance thereon.

       

      9.         Further
Assurances. By its signature hereon,
Parent hereby irrevocably authorizes Ferring to execute (on behalf of Parent)
and file against Parent one or more financing, continuation or amendment
statements pursuant to the UCC in form satisfactory to Ferring in all
jurisdictions in which such filing is deemed by Ferring to be necessary or
desirable in order to perfect, preserve and protect its security
interests.  If required by Ferring, Parent will execute all
documentation necessary for Ferring to obtain and maintain perfection of its
security interests in the Collateral.

       

      10.       Events of Default;
Remedies. Upon the occurrence of
any breach or default by Parent or Vyteris of any of the Underlying Agreements
or the Obligations (an "Event of Default")
and at any time thereafter, Ferring may declare all Obligations secured hereby
immediately due and payable and shall have, in addition to any remedies provided
herein or by any applicable law or in equity, all the remedies of a secured
party under the UCC. Ferring's remedies include, but are not limited to, the
right to (a) peaceably by its own means or with judicial assistance enter
Parent’s premises and take possession of the Collateral without prior notice to
Parent or the opportunity for a hearing; (b) render the Collateral unusable; (c)
dispose of the Collateral on Parent’s premises; and (d) require Parent to
assemble the Collateral and make it available to Ferring at a place designated
by Ferring.  Ferring will give Parent reasonable notice of the time
and place of any public sale thereof or of the time after which any private sale
or any other intended disposition thereof is to be made.  The
requirements of commercially reasonable notice shall be met if such notice is
sent to Parent at least five (5) days before the time of the intended sale or
disposition.  Expenses of retaking, holding, preparing for
disposition, disposing or the like shall include Ferring's reasonable attorneys'
fees and legal expenses, incurred or expended by Ferring to enforce any payment
due it under this Agreement either as against Parent, or in the prosecution or
defense of any action, or concerning any matter growing out of or connection
with the subject matter of this Agreement and the Collateral pledged hereunder.
Parent waives all relief from all appraisement or exemption laws now in force or
hereafter enacted.

       

      
        
          
          

        

        
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      11.       Indemnification.  Parent
agrees to indemnify the Ferring and hold it harmless from and against any and
all injuries, claims, damages, judgments, liabilities, costs and expenses
(including, without limitation, reasonable fees and disbursements of counsel),
charges and encumbrances which may be incurred by or asserted against Ferring in
connection with or arising out of any assertion, declaration or defense of the
Ferring's rights or security interest under the provisions of this Agreement,
permitting it to collect, settle or adjust Accounts or to deal with account
debtors in any way or in connection with the realization, repossession,
safeguarding, insuring or other protection of the Collateral or in connection
with the collecting, perfecting or protecting the Ferring's liens and security
interests hereunder.

       

      12.       Power of
Attorney. Parent does hereby make,
constitute and appoint any officer or agent of Ferring as Parent’s true and
lawful attorney-in-fact, with power to (a) endorse the name of Parent or
any of Parent’s officers or agents upon any notes, checks, drafts, money orders,
or other instruments of payment or Collateral that may come into Ferring's
possession in full or part payment of any Obligations; (b) sue for, compromise,
settle and release all claims and disputes with respect to, the Collateral; and
(c) sign, for Parent, such documentation required by the UCC, or supplemental
intellectual property security agreements; granting to Parent’s said attorney
full power to do any and all things necessary to be done in and about the
premises as fully and effectually as Parent might or could do.  Parent
hereby ratifies all that said attorney shall lawfully do or cause to be done by
virtue hereof.  This power of attorney is coupled with an interest and
is irrevocable.

       

      13.       Payment of
Expenses. At
its option, Ferring may discharge taxes, liens, security interests or such other
encumbrances as may attach to the Collateral, may pay for required insurance on
the Collateral and may pay for the maintenance, appraisal or reappraisal, and
preservation of the Collateral, as determined by Ferring to be necessary. Parent
will reimburse Ferring on demand for any payment so made or any expense incurred
by Ferring pursuant to the foregoing authorization, and the Collateral also will
secure any advances or payments so made or expenses so incurred by
Ferring.

       

      14.       Notices. All notices, demands,
requests, consents, approvals and other communications required or permitted
hereunder ("Notices") must be in
writing and will be effective upon receipt.  Notices may be given in
any manner to which the parties may separately agree, including electronic
mail.  Without limiting the foregoing, first-class mail, facsimile
transmission and commercial courier service are hereby agreed to as acceptable
methods for giving Notices. Regardless of the manner in which provided, Notices
may be sent to a party's address as set forth above or to such other address as
any party may give to the other for such purpose in accordance with this
section.

       

      
        
          
          

        

        
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      15.       Preservation of
Rights. No
delay or omission on Ferring's part to exercise any right or power arising
hereunder will impair any such right or power or be considered a waiver of any
such right or power, nor will Ferring's action or inaction impair any such right
or power.  Ferring's rights and remedies hereunder are cumulative and
not exclusive of any other rights or remedies which Ferring may have under other
agreements, at law or in equity.

       

      16.       Illegality. If any provision
contained in this Agreement should be invalid, illegal or unenforceable in any
respect, it shall not affect or impair the validity, legality and enforceability
of the remaining provisions of this Agreement.

       

      17.       Changes in
Writing. No
modification, amendment or waiver of, or consent to any departure by Parent
from, any provision of this Agreement will be effective unless made in a writing
signed by Ferring, and then such waiver or consent shall be effective only in
the specific instance and for the purpose for which given.  No notice
to or demand on Parent will entitle Parent to any other or further notice or
demand in the same, similar or other circumstance.

       

      18.       Entire
Agreement. This Agreement
(including the documents and instruments referred to herein) constitutes the
entire agreement and supersedes all other prior agreements and understandings,
both written and oral, between the parties with respect to the subject matter
hereof.

       

      19.       Counterparts. This Agreement may be
signed in any number of counterpart copies and by the parties hereto on separate
counterparts, but all such copies shall constitute one and the same
instrument.  Delivery of an executed counterpart of signature page to
this Agreement by facsimile transmission shall be effective as delivery of a
manually executed counterpart.  Any party so executing this Agreement
by facsimile transmission shall promptly deliver a manually executed
counterpart, provided that any failure to do so shall not affect the validity of
the counterpart executed by facsimile transmission.

       

      20.       Successors and
Assigns. This Agreement will be
binding upon and inure to the benefit of Parent and Ferring and their respective
successors and assigns; provided, however, that Parent may not assign this
Agreement in whole or in part without Ferring's prior written consent and
Ferring at any time may assign this Agreement in whole or in part.

       

      21.       Interpretation. In this Agreement,
unless Ferring and Parent otherwise agree in writing, the singular includes the
plural and the plural the singular; references to statutes are to be construed
as including all statutory provisions consolidating, amending or replacing the
statute referred to; the word "or" shall be deemed to include "and/or", the
words "including", "includes" and "include" shall be deemed to be followed by
the words "without limitation"; references to articles, sections (or
subdivisions of sections) or exhibits are to those of this Agreement; and
references to agreements and other contractual instruments shall be deemed to
include all subsequent amendments and other modifications to such instruments,
but only to the extent such amendments and other modifications are not
prohibited by the terms of this Agreement.  Section headings in this
Agreement are included for convenience of reference only and shall not
constitute a part of this Agreement for any other purpose.

       

      
        
          
          

        

        
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      22.       Governing Law and
Jurisdiction. This Agreement will be
interpreted and the rights and liabilities of the parties hereto determined in
accordance with the laws of the State of New Jersey, except that the laws of the
State of Nevada shall govern the creation, perfection and foreclosure of the
liens created hereunder on such property or any interest
therein.  Parent hereby irrevocably consents to the exclusive
jurisdiction of any state or federal court in the City of Newark, State of New
Jersey; provided that nothing contained in this Agreement will prevent Ferring
from bringing any action, enforcing any award or judgment or exercising any
rights against Parent individually, against any security or against any property
of Parent within any other county, state or other foreign or domestic
jurisdiction.  Ferring and Parent agree that the venue provided above
is the most convenient forum for both Ferring and Parent.  Parent
waives any objection to venue and any objection based on a more convenient forum
in any action instituted under this Agreement.

       

      23.       WAIVER OF JURY
TRIAL. EACH
OF VYTERIS AND FERRING IRREVOCABLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM OF ANY NATURE RELATING TO THIS
AGREEMENT, ANY DOCUMENTS EXECUTED IN CONNECTION WITH THIS AGREEMENT OR ANY
TRANSACTION CONTEMPLATED IN ANY OF SUCH DOCUMENTS.  VYTERIS AND
FERRING ACKNOWLEDGE THAT THE FOREGOING WAIVER IS KNOWING AND
VOLUNTARY.

       

      24.       Survival.  The
representations and warranties of Parent made or deemed made herein and Sections
11 and 13 hereof shall survive the execution and delivery of this
Agreement.

       

      25.       Termination;
Release.  This Agreement shall terminate ninety-one (91) days
following satisfaction of both of the following (the “Product
Delivery”):

       

      (a)           the
receipt by Ferring from Vyteris of the materials and supplies specified on Schedule 2 attached
hereto (with respect to which the design scope (the "Design") and budget
have been already agreed by the Joint Development Team(as defined in the License
Agreement)) sufficient for Ferring, in its discretion, to commence Phase III
clinical trials in the United States with respect to the Product (as defined in
the License Agreement), and

       

      (b)           the
confirmation by Ferring to Vyteris, in writing, that (i) such materials and
supplies conform with the terms and conditions of the License Agreement, the
Supply Agreement, the Design and the other applicable specifications, and (ii)
neither Vyteris nor Parent has breached or defaulted under (nor has Ferring
alleged in good faith that such breach or default has occurred) any of the
Underlying Agreements.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      Notwithstanding
the foregoing, this Agreement shall terminate on May 31, 2010 even if Product
Delivery has not occurred if, and only if, (a) Vyteris and Ferring agree in
writing in good faith that the cause of such failure of Product Delivery was
caused by a Force Majeure Event, and (b) Ferring has confirmed in writing that
neither Vyteris nor Parent has breached or defaulted under or with respect to
(nor has Ferring alleged in good faith that such breach or default has occurred
under or with respect to) any of the Underlying Agreements.  As used
herein, a “Force
Majeure Event” means a significant unexpected event which is beyond the
reasonable control of Vyteris and Parent with respect to which neither Vyteris
nor Parent could reasonably be expected to have taken account and which could
not have been prevented by good industry practice.  It is understood
and agreed that if Ferring requests that Vyteris perform additional Phase II
tests (outside the current scope of work) in connection with Phase II activities
related to the Product (as defined in the License Agreement), and Vyteris’s
performance of such tests causes a delay in Product Delivery past May 31, 2010,
then such delay shall be deemed “caused by a Force Majeure Event” so long as the
delay was not caused by a breach or default by Vyteris or Parent under or with
respect to (and Ferring has not alleged in good faith that such breach or
default has occurred under or with respect to) any of the Underlying
Agreements.

       

      Parent
acknowledges that it has read and understood all the provisions of this
Agreement, including the waiver of jury trial, and has been advised by counsel
as necessary or appropriate.

       

      [signatures
on next page]

       

      
        
          
          

        

        
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      IN
WITNESS the due execution hereof as a document under seal, as of the date first
written above.

       

      
        
          
            
              
                
                  
                    
                      
                        	
                                ATTEST:

                              	 
      	
                                VYTERIS,
      INC., a Nevada corporation

                              
	 
      	 
      	 
      	 
      
	/s/
      Joseph N. Himy 	 
      	
                                By:

                              	 /s/
      Haro Hartounian
	
                                Name:
      Joseph N. Himy

                              	 
      	 
      	
                                Name:
      Haro Hartounian

                              
	
                                Title:  
      Chief Financial Officer and

                              	 
      	 
      	
                                Title:  
      Chief Executive Officer

                              
	           
      Principal Accounting Officer	 
      	 
      	 
      
	 	 	 	 
	
                                 

                              	 
      	FERRING
      PHARMACEUTICALS, INC.
	 
      	 
      	 
      	 
      
	 
      	 
      	
                                By:

                              	 /s/
      Wayne C. Anderson
	
                                Name:

                              	 
      	 
      	
                                Name:
      Wayne C. Anderson

                              
	
                                Title:

                              	 
      	 
      	
                                Title:  
      President and
CEO

                              


                      

                    

                  

                

              

            

          

        

      

      


      
        
          
          

        

        
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      EXHIBIT
"A"

      TO
SECURITY AGREEMENT

       

      
        	
                1.

              	
                Parent’s
      form of organization: corporation

              


      

       

      
        	
                2.

              	
                Parent’s
      State of organization: Nevada.

              


      

       

      
        
          	
                  3.

                	
                  Address
      of Parent’s chief executive office, including the County: 13-01
      Pollitt Drive, Fair Lawn, Bergen County, NJ
  07410

                


        

      

       

      
        	
                4.

              	
                Parent’s
      EIN:  84 139 4211

              


      

       

      
        
          	
                  5.

                	
                  Parent’s
      organizational ID# (if any exists): None

                


        

      

       

      
        
          	
                  6.

                	
                  Address
      for books and records, if different: None

                


        

      

       

      
        	
                7.

              	
                Address
      of Collateral location as of date of this Agreement: 13-01 Pollitt Drive,
      Fair Lawn, Bergen County, NJ 07410.

              


      

       

      
        	
                8.

              	
                Address
      of location of Parent’s facility in Fair Lawn, New Jersey, including
      County and name and address of landlord or owner if location is not owned
      by Parent:  13-01 Pollitt Drive, Fair Lawn, Bergen County, NJ
      07410. Landlord is Lincoln Fair Lawn Associates, with offices c/o Marcus
      Associates Property Management, Inc., 90 Main Street, Suite 301,
      Hackensack, NJ 07001.

              


      

       

      
        	
                9. 

              	
                Other
      names or tradenames now or formerly used by Parent:  Vyteris
      Holdings (Nevada), Inc. (former
name).

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Schedule
1

       

      Materials
and Supplies

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    SECURITY
AGREEMENT

     

    THIS
SECURITY AGREEMENT (this "Agreement"), dated as
of this ____ day of March, 2009, is made by and between Vyteris, Inc., a
Delaware corporation (“Vyteris”), and
Ferring Pharmaceuticals, Inc., a Delaware corporation (the "Ferring”).

     

    Recitals

     

    A.           Reference
is hereby made to (a) the Letter Agreement dated the date hereof by and among
Vyteris, Vyteris, Inc., a Nevada corporation (“Parent”), and Ferring
(the “Letter
Agreement”); (b) the License and Development Agreement dated as of
September 27, 2004, as amended prior to the date hereof and pursuant to the
Letter Agreement, by and between Ferring and Vyteris (the “License Agreement”);
and (c) the Supply Agreement dated September 27, 2004, as amended prior to the
date hereof and pursuant to the Letter Agreement, by and between Ferring and
Vyteris (together with the related Technical Agreement by and between Ferring
and Vyteris, the “Supply Agreement”)
(all of the foregoing, together with the Transaction Documents (as defined in
the Letter Agreement), the “Underlying
Agreements”).

    


    B.           In
order to induce Ferring to enter into the Letter Agreement and the other
Transactions Documents (as defined therein) and for other good and valuable
consideration, receipt and sufficiency of which are hereby acknowledged, and as
security for the performance by Vyteris of the Obligations (as hereinafter
defined), Vyteris has agreed to grant to Ferring, for the benefit of Ferring, a
security interest in the Collateral (as hereinafter defined) on the terms and
conditions hereinafter set forth.

    


    NOW,
THEREFORE, Vyteris and Ferring, intending to be legally bound, hereby agree as
follows:

    


    1.         Definitions.

     

    (a)           "Collateral" shall
mean all personal property of Vyteris, wherever located, and whether now owned
or hereafter acquired or arising, including, without limitation,
all:

     

    (i)           
Accounts;

     

    (ii)           Chattel
paper, including Electronic Chattel Paper;

     

    (iii)          Goods,
including all Inventory and Equipment and any accessions thereto;

     

    (iv)          Instruments,
including Promissory Notes;

     

    (v)           Investment
Property;

     

    (vi)          Documents;

     

    (vii)         Deposit
Accounts;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (viii)        Commercial
Tort Claims, if any, identified on Schedule A annexed hereto;

     

    (ix)           Letter-of-Credit
Rights;

     

    (x)           General
Intangibles, including Payment Intangibles and Software;

     

    (xi)           Supporting
Obligations; and

     

    (xii)          to
the extent not listed above as original collateral proceeds and products of the
foregoing.

     

    Notwithstanding
the foregoing, with respect to Collateral constituting patents, the foregoing
shall only include all of Vyteris’s right, title and interest in and to (A)
Vyteris’s now owned or otherwise existing and hereafter acquired or arising (i)
patents and patent applications referred to in the License Agreement (including
the “Vyteris Patents” referred to therein), (ii) patents and patent applications
relating to inventions or technology made, created, developed or reduced to
practice in connection with the License Agreement, and (iii) any other patents
and patent applications owned or controlled by Vyteris and necessary, useful or
desirable to Ferring’s manufacture, marketing, sale testing, development or use
of the Product (as defined in the License Agreement), including, without
limitation the patents and patent applications listed on Schedule 1 attached
hereto; (B) (i) all renewals thereof, (ii) all income, royalties, damages and
payments now and hereafter due and/or payable under or with respect to any of
the foregoing, including, without limitation, payments under all licenses
entered into in connection therewith and damages and payments for past or future
infringements or dilutions thereof, (iii)  the right to sue for past,
present and future infringements or dilutions thereof, (iv) the goodwill of
Vyteris’s business symbolized by the foregoing and connected therewith, and (v)
all of the Vyteris’s rights corresponding thereto throughout the world; and (C)
all proceeds and products of any and all of the foregoing, including, without
limitation, license royalties and proceeds of the infringement
suits.  Vyteris hereby agrees that promptly after it becomes aware of
the existence of any Collateral described in this paragraph, it shall notify
Ferring in writing thereof.

     

    (b)           “Obligations" shall
mean all obligations, liabilities and indebtedness of Vyteris to Ferring,
whether now existing or hereafter created, absolute or contingent, direct or
indirect, due or not, whether created directly or acquired by assignment or
otherwise, including, without limitation, arising under or relating to any of
the Underlying Agreements; all fees, costs, expenses and indemnity obligations
of Vyteris to Ferring hereunder or thereunder; any amendments, extensions,
renewals  and increases of or to any of the foregoing; and all costs
and expenses of Ferring incurred in the modification, enforcement, collection
and otherwise in connection with any of the foregoing, including reasonable
attorneys' fees and expenses.

     

    (c)           "UCC" shall mean the
Uniform Commercial Code, as adopted and enacted and as in effect from time to
time in the State whose law governs pursuant to the Section 22 of this Agreement
entitled "Governing
Law and Jurisdiction”.  Terms used herein which are defined in
the UCC and not otherwise defined herein shall have the respective meanings
ascribed to such terms in the UCC.  To the extent the definition of
any category or type of collateral is modified by any amendment, modification or
revision to the UCC, such modified definition will apply automatically as of the
date of such amendment, modification or revision.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    2.         Grant of Security
Interest. To
secure the Obligations, Vyteris hereby assigns and grants to Ferring, as secured
party, a continuing first priority lien on and a security interest in the
Collateral.

     

    3.         Change in Name or
Locations. Vyteris hereby agrees
that if the location of the Collateral changes from the locations listed on
Exhibit "A" hereto and made part hereof (other than transport to its headquarter
in Fair Lawn, New Jersey), or if Vyteris changes its name, its type of
organization, its state of organization or its chief executive office or
establishes a name under which it may do business that is not listed as a
tradename on Exhibit "A" hereto, Vyteris will immediately notify Ferring in
writing of the additions or changes.

     

    4.         Representations and
Warranties. Vyteris represents,
warrants and covenants to Ferring that: (a) all information, including its type
of organization, jurisdiction of organization and chief executive office, are as
set forth on Exhibit "A" hereto and are true and correct on the date hereof;
(b) Vyteris has paid to the manufacturer(s) and all supplier(s) of the
Collateral the entire purchase payable therefor, and no amounts remain to be
paid to any such manufacturer or supplier for or in connection with the
acquisition by Vyteris of the Collateral; (c) as of date hereof, the Collateral
is located at the locations listed on Exhibit “A” hereto; (d) Vyteris has good,
marketable and indefeasible title to the Collateral, has not made any prior
sale, pledge, encumbrance, assignment or other disposition of any of the
Collateral, and the Collateral is free from all encumbrances and rights of
setoff of any kind except the lien in favor of Ferring created by this
Agreement; and any liens or security interests of Spencer Trask Specialty Group,
LLC (the “Subordinate
Lienholder”), which are subject, junior and subordinate to the lien and
security interest granted to Ferring hereunder pursuant to a Subordination
Agreement dated as of the date hereof among the Subordinate Lienholder and
Ferring; (e) except as herein provided, Vyteris will not hereafter without
Ferring's prior written consent sell, pledge, encumber, assign or otherwise
dispose of any of the Collateral or permit any right of setoff, lien or security
interest to exist thereon except to Ferring; (f) Vyteris will defend the
Collateral against all claims and demands of all persons and entities at any
time claiming the same or any interest therein; (g) Ferring's security interest
in the Collateral constitutes and will continue to constitute a perfected first
priority security interest in favor of Ferring; and (h) each of this Agreement
and the other Underlying Agreements has been duly authorized, executed and
delivered by Vyteris and constitutes its legal, valid and binding obligations,
enforceable in accordance with their respective terms. With the prior written
consent of Ferring in each instance, Vyteris may (i) grant liens to trade
creditors in the ordinary course of business on machinery, supplies and other
materials purchased for which a purchase money security interest is generally
granted, and (ii) enter into other ordinary course transactions for the lease
purchase of machinery and equipment and the like.

     

    5.         Personal
Property.  The Collateral shall remain personal property at all
times. Vyteris shall not affix any of the Collateral to real property in any
manner which would change its nature from that of personal property to real
property or to a fixture.

     

    6.         Enforceability of Security
Interests.  Upon the execution of this Agreement by Vyteris and
the filing of financing statements properly describing the Collateral and
identifying Vyteris, as the grantor and Ferring, as the secured party, in the
applicable jurisdiction required pursuant to the UCC, security interests and
liens granted to the Ferring, as the secured party under Section 2 hereof shall
constitute valid, perfected and first priority security interests and liens in
and to the Collateral of Vyteris, other than Collateral which may not be
perfected by filing under the UCC, in each case enforceable against all third
parties and securing the payment of the Obligations.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    7.         Vyteris's
Covenants. Vyteris covenants that
it shall:

     

    (a)           from
time to time and at all reasonable times allow Ferring, by or through any of its
officers, agents, attorneys, or accountants, to examine or inspect the
Collateral, wherever located.  Vyteris shall do, obtain, make, execute
and deliver all such additional and further acts, things, deeds, assurances and
instruments as Ferring may require to vest in and assure to Ferring its rights
hereunder and in or to the Collateral, and the proceeds thereof, including
waivers from landlords, warehousemen and mortgagees.  Vyteris agrees
that Ferring has full power and authority to collect, compromise, endorse, sell
or otherwise deal with the Collateral in its own name or that of Vyteris at any
time upon an Event of Default (as defined below);

     

    (b)           keep
the Collateral in good order and repair at all times and immediately notify
Ferring of any event causing a material loss or decline in value of the
Collateral, whether or not covered by insurance, and the amount of such loss or
depreciation;

     

    (c)           only
use or permit the Collateral to be used in accordance with all applicable
federal, state, county and municipal laws and regulations; and

     

    (d)           have
and maintain public liability and property damage insurance at all times with
respect to all Collateral against such risks, including fire (including
so-called extended coverage), theft, sprinkler leakage, and other risks
(including risk of flood if any Collateral is maintained at a location in a
flood hazard zone and, for the period that the Collateral is being transported
to Vyteris’s headquarters located in Fair Lawn, New Jersey, risks of loss during
transportation) as Ferring may require, in such form, in such amount, for such
period and written by such companies as may be satisfactory to Ferring in its
sole discretion.  Each such casualty insurance policy shall contain a
standard Loss Payable Clause issued in favor of Ferring under which all losses
thereunder shall be paid to Ferring as Ferring's interests may
appear.  Each public liability policy shall name Ferring as an
additional insured.  Such policies shall expressly provide that the
requisite insurance cannot be altered or canceled without at least thirty (30)
days prior written notice to Ferring and shall insure Ferring notwithstanding
the act or neglect of Vyteris.  Upon Ferring's demand, Vyteris shall
furnish Ferring with duplicate original policies of insurance or such other
evidence of insurance as Ferring may require.  In the event of failure
to provide insurance as herein provided, Ferring may, at its option, obtain such
insurance and Vyteris shall pay to Ferring, on demand, the cost
thereof.  Proceeds of insurance may be applied by Ferring to reduce
the Obligations or to repair or replace Collateral, all in Ferring's sole
discretion.

     

    8.         Negative Pledge; No
Transfer. Vyteris will not sell or
offer to sell or otherwise transfer or grant or allow the imposition of a lien
or security interest upon the Collateral except for the existing subordinate
security interest in favor of the Subordinate Lienholder, will not allow any
third party to gain control of all or any part of the Collateral, and will not
use any portion thereof in any manner inconsistent with this Agreement or with
the terms and conditions of any policy of insurance thereon.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    9.         Further
Assurances. By its signature hereon,
Vyteris hereby irrevocably authorizes Ferring to execute (on behalf of Vyteris)
and file against Vyteris one or more financing, continuation or amendment
statements pursuant to the UCC in form satisfactory to Ferring in all
jurisdictions in which such filing is deemed by Ferring to be necessary or
desirable in order to perfect, preserve and protect its security
interests.  If required by Ferring, Vyteris will execute all
documentation necessary for Ferring to obtain and maintain perfection of its
security interests in the Collateral.

     

    10.       Events of Default;
Remedies. Upon the occurrence of
any breach or default by Vyteris or Parent of any of the Underlying Agreements
or the Obligations (an "Event of Default")
and at any time thereafter, Ferring may declare all Obligations secured hereby
immediately due and payable and shall have, in addition to any remedies provided
herein or by any applicable law or in equity, all the remedies of a secured
party under the UCC. Ferring's remedies include, but are not limited to, the
right to (a) peaceably by its own means or with judicial assistance enter
Vyteris’s premises and take possession of the Collateral without prior notice to
Vyteris or the opportunity for a hearing; (b) render the Collateral unusable;
(c) dispose of the Collateral on Vyteris’s premises; and (d) require Vyteris to
assemble the Collateral and make it available to Ferring at a place designated
by Ferring.  Ferring will give Vyteris reasonable notice of the time
and place of any public sale thereof or of the time after which any private sale
or any other intended disposition thereof is to be made.  The
requirements of commercially reasonable notice shall be met if such notice is
sent to Vyteris at least five (5) days before the time of the intended sale or
disposition.  Expenses of retaking, holding, preparing for
disposition, disposing or the like shall include Ferring's reasonable attorneys'
fees and legal expenses, incurred or expended by Ferring to enforce any payment
due it under this Agreement either as against Vyteris, or in the prosecution or
defense of any action, or concerning any matter growing out of or connection
with the subject matter of this Agreement and the Collateral pledged hereunder.
Vyteris waives all relief from all appraisement or exemption laws now in force
or hereafter enacted.

     

    11.       Indemnification.  Vyteris
agrees to indemnify the Ferring and hold it harmless from and against any and
all injuries, claims, damages, judgments, liabilities, costs and expenses
(including, without limitation, reasonable fees and disbursements of counsel),
charges and encumbrances which may be incurred by or asserted against Ferring in
connection with or arising out of any assertion, declaration or defense of the
Ferring's rights or security interest under the provisions of this Agreement,
permitting it to collect, settle or adjust Accounts or to deal with account
debtors in any way or in connection with the realization, repossession,
safeguarding, insuring or other protection of the Collateral or in connection
with the collecting, perfecting or protecting the Ferring's liens and security
interests hereunder.

     

    12.       Power of
Attorney. Vyteris does hereby
make, constitute and appoint any officer or agent of Ferring as Vyteris’s true
and lawful attorney-in-fact, with power to (a) endorse the name of Vyteris
or any of Vyteris’s officers or agents upon any notes, checks, drafts, money
orders, or other instruments of payment or Collateral that may come into
Ferring's possession in full or part payment of any Obligations; (b) sue for,
compromise, settle and release all claims and disputes with respect to, the
Collateral; and (c) sign, for Vyteris, such documentation required by the UCC,
or supplemental intellectual property security agreements; granting to Vyteris’s
said attorney full power to do any and all things necessary to be done in and
about the premises as fully and effectually as Vyteris might or could
do.  Vyteris hereby ratifies all that said attorney shall lawfully do
or cause to be done by virtue hereof.  This power of attorney is
coupled with an interest and is irrevocable.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    13.       Payment of
Expenses. At
its option, Ferring may discharge taxes, liens, security interests or such other
encumbrances as may attach to the Collateral, may pay for required insurance on
the Collateral and may pay for the maintenance, appraisal or reappraisal, and
preservation of the Collateral, as determined by Ferring to be necessary.
Vyteris will reimburse Ferring on demand for any payment so made or any expense
incurred by Ferring pursuant to the foregoing authorization, and the Collateral
also will secure any advances or payments so made or expenses so incurred by
Ferring.

     

    14.       Notices. All notices, demands,
requests, consents, approvals and other communications required or permitted
hereunder ("Notices") must be in
writing and will be effective upon receipt.  Notices may be given in
any manner to which the parties may separately agree, including electronic
mail.  Without limiting the foregoing, first-class mail, facsimile
transmission and commercial courier service are hereby agreed to as acceptable
methods for giving Notices. Regardless of the manner in which provided, Notices
may be sent to a party's address as set forth above or to such other address as
any party may give to the other for such purpose in accordance with this
section.

     

    15.       Preservation of
Rights. No
delay or omission on Ferring's part to exercise any right or power arising
hereunder will impair any such right or power or be considered a waiver of any
such right or power, nor will Ferring's action or inaction impair any such right
or power.  Ferring's rights and remedies hereunder are cumulative and
not exclusive of any other rights or remedies which Ferring may have under other
agreements, at law or in equity.

     

    16.       Illegality. If any provision
contained in this Agreement should be invalid, illegal or unenforceable in any
respect, it shall not affect or impair the validity, legality and enforceability
of the remaining provisions of this Agreement.

     

    17.       Changes in
Writing. No
modification, amendment or waiver of, or consent to any departure by Vyteris
from, any provision of this Agreement will be effective unless made in a writing
signed by Ferring, and then such waiver or consent shall be effective only in
the specific instance and for the purpose for which given.  No notice
to or demand on Vyteris will entitle Vyteris to any other or further notice or
demand in the same, similar or other circumstance.

     

    18.       Entire
Agreement. This Agreement
(including the documents and instruments referred to herein) constitutes the
entire agreement and supersedes all other prior agreements and understandings,
both written and oral, between the parties with respect to the subject matter
hereof.

     

    19.       Counterparts. This Agreement may be
signed in any number of counterpart copies and by the parties hereto on separate
counterparts, but all such copies shall constitute one and the same
instrument.  Delivery of an executed counterpart of signature page to
this Agreement by facsimile transmission shall be effective as delivery of a
manually executed counterpart.  Any party so executing this Agreement
by facsimile transmission shall promptly deliver a manually executed
counterpart, provided that any failure to do so shall not affect the validity of
the counterpart executed by facsimile transmission.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    20.       Successors and
Assigns. This Agreement will be
binding upon and inure to the benefit of Vyteris and Ferring and their
respective successors and assigns; provided, however, that Vyteris may not
assign this Agreement in whole or in part without Ferring's prior written
consent and Ferring at any time may assign this Agreement in whole or in
part.

     

    21.       Interpretation. In this Agreement,
unless Ferring and Vyteris otherwise agree in writing, the singular includes the
plural and the plural the singular; references to statutes are to be construed
as including all statutory provisions consolidating, amending or replacing the
statute referred to; the word "or" shall be deemed to include "and/or", the
words "including", "includes" and "include" shall be deemed to be followed by
the words "without limitation"; references to articles, sections (or
subdivisions of sections) or exhibits are to those of this Agreement; and
references to agreements and other contractual instruments shall be deemed to
include all subsequent amendments and other modifications to such instruments,
but only to the extent such amendments and other modifications are not
prohibited by the terms of this Agreement.  Section headings in this
Agreement are included for convenience of reference only and shall not
constitute a part of this Agreement for any other purpose.

     

    22.       Governing Law and
Jurisdiction. This Agreement will be
interpreted and the rights and liabilities of the parties hereto determined in
accordance with the laws of the State of New Jersey, except that the laws of the
State of Delaware shall govern the creation, perfection and foreclosure of the
liens created hereunder on such property or any interest
therein.  Vyteris hereby irrevocably consents to the exclusive
jurisdiction of any state or federal court in the City of Newark, State of New
Jersey; provided that nothing contained in this Agreement will prevent Ferring
from bringing any action, enforcing any award or judgment or exercising any
rights against Vyteris individually, against any security or against any
property of Vyteris within any other county, state or other foreign or domestic
jurisdiction.  Ferring and Vyteris agree that the venue provided above
is the most convenient forum for both Ferring and Vyteris.  Vyteris
waives any objection to venue and any objection based on a more convenient forum
in any action instituted under this Agreement.

     

    23.       WAIVER OF JURY
TRIAL. EACH
OF VYTERIS AND FERRING IRREVOCABLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM OF ANY NATURE RELATING TO THIS
AGREEMENT, ANY DOCUMENTS EXECUTED IN CONNECTION WITH THIS AGREEMENT OR ANY
TRANSACTION CONTEMPLATED IN ANY OF SUCH DOCUMENTS.  VYTERIS AND
FERRING ACKNOWLEDGE THAT THE FOREGOING WAIVER IS KNOWING AND
VOLUNTARY.

     

    24.       Survival.  The
representations and warranties of Vyteris made or deemed made herein and
Sections 11 and 13 hereof shall survive the execution and delivery of this
Agreement.

     

    25.       Termination;
Release.  This Agreement shall terminate ninety-one (91) days
following satisfaction of both of the following (the “Product
Delivery”):

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (a)           the
receipt by Ferring from Vyteris of the materials and supplies specified on Schedule 2 attached
hereto (with respect to which the design scope (the "Design") and budget
have been already agreed by the Joint Development Team (as defined in the
License Agreement)) sufficient for Ferring, in its discretion, to commence Phase
III clinical trials in the United States with respect to the Product (as defined
in the License Agreement), and

     

    (b)           the
confirmation by Ferring to Vyteris, in writing, that (i) such materials and
supplies conform with the terms and conditions of the License Agreement, the
Supply Agreement, the Design and the other applicable specifications, and (ii)
neither Vyteris nor Parent has breached or defaulted under (nor has Ferring
alleged in good faith that such breach or default has occurred) any of the
Underlying Agreements.

     

    Notwithstanding
the foregoing, this Agreement shall terminate on May 31, 2010 even if Product
Delivery has not occurred if, and only if, (a) Vyteris and Ferring agree in
writing in good faith that the cause of such failure of Product Delivery was
caused by a Force Majeure Event, and (b) Ferring has confirmed in writing that
neither Vyteris nor Parent has breached or defaulted under or with respect to
(nor has Ferring alleged in good faith that such breach or default has occurred
under or with respect to) any of the Underlying Agreements.  As used
herein, a “Force
Majeure Event” means a significant unexpected event which is beyond the
reasonable control of Vyteris and Parent with respect to which neither Vyteris
nor Parent could reasonably be expected to have taken account and which could
not have been prevented by good industry practice.  It is understood
and agreed that if Ferring requests that Vyteris perform additional Phase II
tests (outside the current scope of work) in connection with Phase II activities
related to the Product (as defined in the License Agreement), and Vyteris’s
performance of such tests causes a delay in Product Delivery past May 31, 2010,
then such delay shall be deemed “caused by a Force Majeure Event” so long as the
delay was not caused by a breach or default by Vyteris or Parent under or with
respect to (and Ferring has not alleged in good faith that such breach or
default has occurred under or with respect to)  any of the Underlying
Agreements.

     

    Vyteris
acknowledges that it has read and understood all the provisions of this
Agreement, including the waiver of jury trial, and has been advised by counsel
as necessary or appropriate.

     

    [signatures
on next page]

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    IN
WITNESS the due execution hereof as a document under seal, as of the date first
written above.

     

    
      	
              ATTEST:

            	 
      	
              VYTERIS,
      INC., a Delaware corporation

            
	 
      	 
      	 
      	 
      
	/s/
      Joseph N. Himy 	 
      	
              By:

            	 /s/
      Haro Hartounian
	
              Name:
      Joseph N. Himy

            	 
      	 
      	
              Name:
      Haro Hartounian

            
	
              Title:  
      Chief Financial Officer and

            	 
      	 
      	
              Title:  
      Chief Executive Officer

            
	           
      Principal Accounting Officer	 
      	 
      	 
      
	 	 	 	 
	
               

            	 
      	FERRING
      PHARMACEUTICALS, INC.
	 
      	 
      	 
      	 
      
	 
      	 
      	
              By:

            	 /s/
      Wayne C. Anderson
	
              Name:

            	 
      	 
      	
              Name:
      Wayne C. Anderson

            
	
              Title:

            	 
      	 
      	
              Title:  
      President and CEO

            


    

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    EXHIBIT
A

    TO
SECURITY AGREEMENT

     

    
      	
              1.

            	
              Vyteris’s
      form of organization: corporation

            


    

     

    
      	
              2.

            	
              Vyteris’s
      State of organization: Delaware.

            


    

     

    
      
        	
                3.

              	
                Address
      of Vyteris’s chief executive office, including the County: 13-01
      Pollitt Drive, Fair Lawn, Bergen County, NJ
  07410

              


      

    

     

    
      	
              4.

            	
              Vyteris’s
      EIN:  13 4129116

            


    

     

    
      
        	
                5.

              	
                Vyteris’s
      organizational ID# (if any exists): None

              


      

    

     

    
      
        	
                6.

              	
                Address
      for books and records, if different: None

              


      

    

     

    
      	
              7.

            	
              Address
      of Collateral location as of date of this Agreement: 13-01 Pollitt Drive,
      Fair Lawn, Bergen County, NJ 07410 and (solely with respect to certain
      equipment known as PMK300 (which is a web concerting machine manufactured
      in Germany by Harro Hofliger) and all accessories thereto, Helmholtzstrabe
      4, D-71571 Allmersbach i.T.,
Germany.

            


    

     

    
      	
              8.

            	
              Address
      of location of Vyteris’s facility in Fair Lawn, New Jersey, including
      County and name and address of landlord or owner if location is not owned
      by Vyteris:  13-01 Pollitt Drive, Fair Lawn, Bergen County, NJ
      07410. Landlord is Lincoln Fair Lawn Associates, with offices c/o Marcus
      Associates Property Management, Inc., 90 Main Street, Suite 301,
      Hackensack, NJ 07001.

            


    

     

    
      	
              9.

            	
              Other
      names or tradenames now or formerly used by Vyteris:  Drug
      Delivery Technologies, Inc. (former
name).

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Schedule
1

    TO
SECURITY AGREEMENT

     

    Certain
Patents

     

    See
Attached

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Schedule
2

    TO
SECURITY AGREEMENT

     

    
      Materials and
Supplies

    

     

    
      See
Attached