EQUIPMENT LEASE

This EQUIPMENT LEASE (this " Equipment Lease ") is made and entered into as of the ______ day of March, 2009, by and between Ferring Pharmaceuticals, Inc., a Delaware corporation, with a principal place of business at 4 Gatehall Drive, 3 ^rd Floor, Parsippany, NJ 07054 (the " Lessor "), and Vyteris, Inc., a Delaware corporation, with a principal place of business at 13-01 Pollit Drive, Fair Lawn, NJ (" Lessee ").  Lessor and Lessee are each referred to herein as a " Party " and together as the " Parties ".

Simultaneously with the execution and delivery of this Equipment Lease, the Parties have entered into a letter agreement (the " Letter Agreement ") pursuant to which, among other things, Lessor has agreed to lease to Lessee the personal property described on Schedule A attached hereto (the " Equipment "), and Lessee has agreed to lease from the Lessor the Equipment, on the terms and subject to the conditions contained in this Equipment Lease.

1.              Equipment Lease . Subject to the terms and conditions of this Equipment Lease, Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the Equipment.

2.             Term . The term of this Equipment Lease is for the period commencing on the date hereof and ending on the tenth anniversary of the date hereof (the " Term "); provided that Lessor may terminate this Equipment Lease at any time upon written notice to Lessee.

3.            Lease Payments .  Lessee hereby agrees to pay to Lessor monthly lease payments in the amount of One Thousand Dollars ($1,000.00) per month payable in advance on the first day of each month during the Term (collectively, the “ Lease Payments ”); provided, however, that the Lease Payment for February 2009 shall be prorated from the date hereof and be paid on the date hereof and the Lease Payment for February 2019 shall be prorated for the number of days from February 1, 2019 until the end of the Term.  Lease Payments shall be made by wire transfer of immediately available funds to a bank account designated by Lessor (or such other form of payment acceptable to Lessor, in its sole discretion).  Notwithstanding the foregoing, in lieu of Lessee paying one or more of the Lease Payments to Lessor in cash, at Lessor’s option Lessor shall receive a dollar-for-dollar credit against (a) the option exercise price described in the Letter Agreement with respect to the PMK300 (as defined therein), and/or (b) amounts due by Lessor to Lessee pursuant to the License and Development Agreement dated as of September 27, 2004, as amended from time to time, between Lessor and Lessee ( e.g. , milestone payments, royalties), the Supply Agreement dated September 27, 2004, as amended from time to time, between Lessor and Lessee (including the Technical Agreement entered into in connection therewith), and/or any other agreement between the Parties.

(a)           It is duly and validly existing under the laws of the State of Delaware and is authorized to transact business and is in “good standing” in the State of New Jersey.  It has the requisite power and authority to execute, deliver and perform this Equipment Lease.  It has obtained all necessary authorizations to approve the execution, delivery and performance by it of this Equipment Lease.  This Equipment Lease has been duly executed and delivered by it.

(b)           This Equipment Lease is its legal, valid and binding obligation, enforceable against it in accordance with its terms.  The execution, delivery and performance by it of this Equipment Lease does not and will not, under any circumstance whatsoever: (i) conflict with, constitute a default, or result in a default or other breach of or under the certificate of incorporation or bylaws of such Party or any agreement to which such Party is a party or by which it or its assets is bound; (ii) permit any person or entity to either terminate or to accelerate any liability or other obligation, or to impose any penalty under or to otherwise modify, or exercise rights under, or cancel or require any notice under, or otherwise violate any  agreement to which such Party is a party or by which it or its assets is bound; or (iii) otherwise result in any liens, security interests, pledges, attachments, mortgages, charges, claims, conditions or other similar encumbrances or restrictions of any kind, including, without limitation, any conditional sale agreement or other title retention agreement (collectively, “ Liens ”).

(c)           No governmental or other authorization, approval or other consent of any kind or nature by or on behalf of such Party is required arising out of or otherwise relating to the execution, delivery or performance of this Equipment Lease by such Party and such Party is not prohibited by any law from consummating the transactions contemplated by this Equipment Lease.  No litigation or other proceeding is pending or threatened against it that questions the validity of this Equipment Lease or any transaction contemplated thereby.

5.              Certain Representations, Warranties and Covenants of Lessee .   Lessee hereby represents, warrants and covenants to Lessor that (a) Lessee shall comply with all laws, ordinances, regulations, requirements and rules with respect to the use, maintenance and operation of the Equipment, (b) Lessee shall not permit any Lien to be made on the Equipment, and (c) except as specifically contemplated by this Equipment Lease for the benefit of Lessor, Lessee shall not use the Equipment for the benefit of any person or entity (including Lessee) without the prior written consent of Lessor, in its sole discretion, in each instance.  Notwithstanding clause (c), Lessee may use the Equipment for the benefit of its other customers so long as such use does not, in the sole discretion of Lessor, (i) interfere with Lessee’s performance of services and supply of products for the benefit of Lessor or (ii) otherwise adversely effect Lessor.

6.              Maintenance and Repairs; Insurance .

(a)           Lessee shall be solely responsible for any and all costs and expenses arising in connection with the routine maintenance and repair of the Equipment.  At Lessee’s expense, in accordance with Lessor's specifications, Lessee shall keep the Equipment in a suitable environment located at the facilities of Lessee located at 13-01 Pollit Drive, Fair Lawn, New Jersey.  Any replacement or substitution made on the Equipment shall automatically become the property of Lessor, without charge and free and clear of all Liens.

(b)           Until Lessee returns the Equipment to Lessor and for a period of two (2) years thereafter, Lessee shall have and maintain public liability and property damage insurance at all times with respect to all Equipment against such risks, including fire (including so-called extended coverage), theft, sprinkler leakage and other risks as Lessor may require, in such form, in such amount, for such period and written by such companies as may be satisfactory to Lessor in its sole discretion.  Each such casualty insurance policy shall contain a standard Loss Payable Clause issued in favor of Lessor under which all losses thereunder shall be paid to Lessor as Lessor's interests may appear.  Each p