License and Development Agreement

Reference is made to (i) the License and Development Agreement dated as of September 27, 2004 (as heretofore amended, the “ License Agreement ”) between Ferring Pharmaceuticals, Inc. (“ Ferring ”) and Vyteris, Inc. (“ Vyteris ”), and (ii) the Supply Agreement dated September 27, 2004 (the “ Supply Agreement ”) between Ferring and Vyteris.

On the date hereof, at the request of Vyteris, Ferring is making a loan to Vyteris in the principal amount of $2,500,000.00 (the “ Loan ”) evidenced by a Secured Note dated the date hereof and secured by a security interest in certain collateral (the “ Collateral ”) granted by Vyteris to Ferring under the Security Agreement dated as of the date hereof (the “ Security Agreement ”) between Vyteris and Ferring.  As additional consideration for, and in order to induce Ferring to make, the Loan, Vyteris and Ferring hereby agree as follows:

     2.      Section 2.01(a) of the License Agreement is hereby amended to (a) insert the words “irrevocable (subject only to Ferring’s fulfillment of its obligations under the License Agreement)” immediately before the word “exclusive” in the first line thereof and (b) insert the words “have manufactured,” immediately after the word “manufacture” in the second and fourth lines thereof.

“The parties acknowledge that Ferring is now entitled to the benefits of the immediately preceding paragraphs of this Section 2.02 as if the conditions set forth therein have been satisfied as of the date hereof and Vyteris shall use its reasonable best efforts to effectuate the foregoing provisions of this Section 2.02 and cooperate with Ferring in all reasonable respects related thereto solely by the prompt transmittal to Ferring of copies of all manufacturing Know How existing as of the date hereof.  Vyteris makes no representations to Ferring with regard to such documentation, and Vyteris has no further obligations to Ferring regarding the manufacturing Know-How”.

“Notwithstanding anything to the contrary contained herein, Vyteris hereby grants Ferring the irrevocable right, at Ferring’s election which may be exercised at any time, to make or have made the Product (by Ferring itself, its sublicensee(s) and/or by a third party selected by Ferring) to provide supplies of the Product for Phase III trials and/or for commercial supply of the Product for marketing and sale by Ferring and/or its affiliates and sublicensees hereunder.  This right shall survive termination of this Agreement and continue thereafter so long as Ferring has the license to market and sell the Product hereunder.”