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EXHIBIT 10.122
THE SECURITIES REPRESENTED HEREBY HAVE BEEN ISSUED WITHOUT
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
UNDER
ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED OR
PLEDGED
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER
APPLICABLE
FEDERAL AND STATE SECURITIES LAWS OR AN OPINION OF COUNSEL
REASONABLY
SATISFACTORY TO THE COMPANY THAT THE TRANSFER IS EXEMPT FROM
REGISTRATION UNDER APPLICABLE FEDERAL AND STATE SECURITIES
LAWS.
VYTERIS HOLDINGS (NEVADA), INC.
10% CONVERTIBLE PROMISSORY NOTE
$1,166,550 Fair Lawn, New Jersey
August 30, 2006
FOR VALUE RECEIVED, the undersigned, Vyteris Holdings (Nevada),
Inc.,
a Nevada corporation (the "Issuer"), hereby unconditionally
promises to pay, in
accordance with the Note Purchase Agreement (the "Note Purchase
Agreement"),
dated as of the date hereof, by and between the Issuer and
Spencer Trask
Specialty Group, LLC, a Delaware limited liability company (the
"Purchaser"), on
the Maturity Date (as defined in the Note Purchase Agreement) to
the order of
the Purchaser, at the office of the Purchaser located at 535
Madison Avenue, New
York, NY or such other address designated by the Purchaser, in
lawful money of
the United States of America and in immediately available funds,
the principal
amount of One
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