NOTE PURCHASE AGREEMENT (this "Agreement"), dated as of August 17, 2006, by and between Vyteris Holdings (Nevada), Inc., a Nevada corporation ("Seller"), and Spencer Trask Specialty Group, LLC, a Delaware limited liability company ("Buyer")

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EXHIBIT 10.119

NOTE PURCHASE AGREEMENT

NOTE PURCHASE AGREEMENT (this "Agreement"), dated as of August 17,

2006, by and between Vyteris Holdings (Nevada), Inc., a Nevada corporation

("Seller"), and Spencer Trask Specialty Group, LLC, a Delaware limited liability

company ("Buyer").

WITNESSETH:

WHEREAS, Seller desires to issue to Buyer, and Buyer desires to

purchase from Seller, a convertible subordinated promissory note, substantially

in the form of Exhibit A hereto, in the principal amount of $500,000 (the

"Note");

WHEREAS, Seller has agreed to effect the registration of the shares of

Common Stock underlying the Note under the Securities Act of 1933, as amended,

pursuant to a registration statement substantially in the form of Exhibit B

hereto (the "Registration Rights Agreement"); and

WHEREAS, Seller, pursuant to that certain securities purchase

agreement dated as of August 19, 2005, as same may be amended from time to time

("Securities Purchase Agreement") issued a series of senior secured convertible

debentures, including debentures issued after the original issuance date (the

"Debentures") in the aggregate principal amount of $10.5 million (the "Senior

Debt").

NOW, THEREFORE, in consideration of the mutual covenants and

agreements hereinafter set forth herein and for good and valuable consideration,

the receipt and sufficiency of which are hereby mutually acknowledged, the

parties agree as follows:

1. SALE AND PURCHASE OF THE NOTE

1.1. Sale and Purchase. Subject to the terms and conditions of this

Agreement, at the Closing (as defined in Section 2.1 hereof), Seller shall issue

to Buyer, and Buyer shall purchase from Seller, for the Purchase Price (as

defined in Section 1.2(a) hereof), the Note.

1.2. Purchase Price and Payment.

(a) Purchase Price. The purchase price for the Note shall be

$500,000 (the "Purchase Price").

(b) Payment of Purchase Price. The Purchase Price shall be paid

to Seller by Buyer on the Closing Date (as defined in Section 2.1 hereof) via

federal funds wire transfer(s) of immediately available funds, in accordance

with written instructions provided to Buyer prior to the date hereof.

2. CLOSING.

2.1. Time and Place. The closing of the sale and purchase of the Note

(the "Closing") shall be deemed to take place at the offices of Littman Krooks

LLP, 655 Third

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Avenue, 20th Floor, New York, New York, at 10:00 a.m., local time, on the date

hereof, or at such later time or date as Buyer and Seller may mutually agree in

writing. The date upon which the Closing shall occur is herein called the

"Closing Date".

2.2. Closing Deliveries.

(a) Seller Deliveries. At the Closing, Seller shall deliver or

cause to be delivered to Buyer the following:

(i) the duly executed Note;

(ii) the duly executed Registration Rights Agreement; and

(iii) copies of any consents necessary to effectuate this

Agreement and to consummate the transactions contemplated hereby.

(b) Buyer Delivery. At the Closing, Buyer shall deliver or cause

to be delivered to Seller the Purchase Price.

3. TERMS OF THE NOTE.

3.1. Amount. The principal amount of the Note shall be $500,000.

3.2. Maturity. Unless otherwise converted into the Conversion Shares

(as defined in Section 3.4 hereof) in accordance with the provisions hereof, the

Note shall mature on December 1, 2008, unless such date shall be otherwise

extended in writing by Buyer, in its sole discretion (such date, the "Maturity

Date"). On the Maturity Date, unless, and to the extent, converted into

Conversion Shares in accordance with the provisions hereof, all outstanding

principal and any accrued and unpaid interest due and owing under the Note shall

be immediately paid by Seller.

3.3. Interest; Interest Rate; Payment. (a) The Note shall bear

interest (other than interest accruing as a result of a failure by Seller to pay

any amount when due as set forth in clause (b) below) at a rate equal to ten

(10%) percent (the "Interest Rate") per annum on a 360-day year. Interest (other

than interest accruing as a result of a failure by Seller to pay any amount when

due as set forth in subparagraph (b) below) shall be due and payable in cash

semi-annually in arrears following the end of each semi-annual period,

commencing with the semi-annual period ended June 30, 2006, pro rated for

partial periods; provided, however, that any interest accruing on overdue

amounts pursuant to subparagraph (b) of this Section 3.3 shall be payable on

demand.

(b) If all or a portion of the principal amount of the Note or

any interest payable thereon shall not be repaid when due whether on the

applicable repayment date, by acceleration or otherwise, such overdue amounts

shall bear interest at a rate per annum that is three percent (3%) above the

Interest Rate (i.e., 13%) from the date of such non-payment until such amount is

paid in full (as well after as before judgment).

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(c) All payments to be made by Seller hereunder or pursuant to

the Note shall be made, without setoff or counterclaim, in lawful money of the

United States by check or wire transfer in immediately available funds.

3.4. Conversion. (a) Subject to Sections 3.4(b) and 3.5 hereof, at any

time prior to the Maturity Date, the Seller shall have the option to convert the

entire principal and interest accrued and owing on the Note, or any portion of

the principal and/or interest thereof, into shares (the "Conversion Shares") of

Common Stock at the Conversion Price. For purposes hereof, "Conversion Price"

shall mean $2.40 per share; PROVIDED, that if at any time on or after the

issuance date of the Note, Seller subdivides (by any stock split, stock

dividend, recapitalization, reorganization, reclassification or otherwise) its

shares of Common Stock into a greater number of shares, then after the date of

record for effecting such subdivision, the Conversion Price shall be

proportionately reduced, or if Seller combines (by reverse stock split,

recapitalization, reorganization, reclassification or otherwise) its shares of

Common Stock into a smaller number of shares, the Conversion Price shall be

proportionately increased.

Upon conversion, Buyer shall be entitled to receive the number of Conversion

Shares calculated by dividing the amount being converted by the Conversion

Price. No fractional shares of Conversion Shares shall be issued upon

conversion. In lieu of any fractional shares to which Buyer would otherwise be

entitled, Seller shall pay cash in an amount equal to such fraction multiplied

by the Conversion Price. The Note shall not be subject to automatic conversion

or to any conversion at the option of Seller.

(b) Notwithstanding the provision of Section 3.4(a), if an equity

security or other derivative security convertible or exercisable into an equity

security of the Company ("Applicable Security") is sold in connection with a

Qualified Financing (as hereinafter defined) at any time prior to payment in

full of the principal balance of the Note, all of the principal and interest due

thereunder shall automatically become converted into the Applicable Security

with the same rights and privileges granted to investors in the Qualified

Financing. The number of Applicable Securities received upon conversion pursuant

to this Section 3(b) shall be determined by dividing the aggregate principal

amount due under the Note, together with any accrued but unpaid interest to the

date of conversion, by the price per Applicable Security paid in the Qualified

Financing. For the purposes of the Note, a "Qualified Financing" shall mean the

Company's next private financing of Applicable Securities to investors (i)

yielding aggregate gross proceeds (exclusive of conversion of the Note) to the

Company of at least $500,000 and (ii) which does not invoke or trigger the

provisions of Section 4(b) of the Debentures or Section 6(c) of the Warrants (as

such term is defined in the Securities Purchase Agreement.

3.5. Conversion Procedures. In order to exercise the conversion rights

set forth in Section 3.4(a) hereof, Buyer shall surrender the Note,

appropriately endorsed, to Seller at Seller's principal office, accompanied by

written notice to Seller setting forth the amount of principal and interest to

be converted, the name or names (with address(es)) in which the Conversion

Shares issuable upon such conversion shall be issued and registered on the books

of Seller. For purposes hereof, the "Conversion Date" shall be deemed to be the

date the Note and notice is received by Seller for conversion. Within five (5)

business days after the Conversion Date, Seller shall deliver to Buyer (i) a

stock certificate for the Conversion Shares or (ii) a notice

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certified by Seller's Secretary that the Conversion Shares due on such

conversion have been issued to and registered on the books of Seller in the name

or names specified by Buyer. In the case of conversion of less than the entire

principal of and interest under the Note, Seller shall cancel said Note and

shall execute and deliver a new Note of like tenor for the unconverted amount of

the Note dated the date of execution by Seller upon initial issuance of the Note

notwithstanding any subsequent substitution.

3.6. Subordination. The Note is expressly and fully subordinated, as

to payment and liquidation, to the payment in full of the Debentures and the

Obligations (as such term is defined in the Securities Purchase Agreement) and

the holder of the Note acknowledges and agrees that the Seller is expressly

restricted from pre-paying any amounts in respect of the principal of the Note

(upon acceleration or otherwise) until payment in full of the Debentures. The

holder of this Note shall not commence any judicial or other collection efforts

or exercise any other remedies prior to the date that is ninety-one (91) days

following the payment in full of the Debentures. The Note is, and is intended to

be, "Subordinated Debt" as such term is defined in the Securities Purchase

Agreement.

3.7. Prepayment Rights Upon Merger, Consolidation, etc. (a) If, prior

to the Conversion Date, but subject to the provisions of Section 3.6 above,

Seller proposes to consolidate with, or merge into, another corporation or

entity, or to effect any sale or conveyance to another corporation or entity of

all or substantially all of the assets of Seller, or effect any other corporate

reorganization, in which the stockholders of the Seller immediately prior to

such consolidation, merger or reorganization own capital stock of the entity

surviving such merger, consolidation or reorganization representing less than

fifty (50%) percent of the combined voting power of the outstanding securities

of such entity immediately after such consolidation, merger or reorganization

(collectively, a "Liquidation Event"), then Seller shall provide Buyer with at

least ten (10) days' prior written notice of any such proposed action, and Buyer

will, at its option, have the right to demand immediate prepayment of all

amounts due and owing under the Note. Buyer will give Seller written notice of

such demand within five (5) days after receiving notice of the Liquidation

Event. All amounts (including all accrued and unpaid interest) due and owing

under the Note shall be paid by Seller to Buyer within five (5) days from the

date of such written notice via federal funds wire transfer(s) of immediately

available funds, in accordance with written instructions to be provided to

Seller by Buyer within at least two (2) business days after giving Seller such

written notice. The provisions of this Section 3.7(a) shall similarly apply to

successive consolidations or mergers.

(b) Except as set forth in Sections 3.6, 3.7(a) and 9 hereof, Seller

shall not prepay prior to the Maturity Date all or part of this Note without the

express written consent of Buyer.

3.8 Intentionally Deleted

3.9 Assurances With Respect of Conversion Rights. Seller shall not, by

amendment of its Certificate of Incorporation or By-laws or through any

reorganization, transfer of assets, consolidation, merger, dissolution, issue or

sale of securities or any other voluntary action, avoid or seek to avoid the

observance or performance of any of the terms to be observed or performed

hereunder by Seller but shall at all times in good faith assist in the carrying

out of

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all the provisions of this Agreement and in taking of all such actions as may be

necessary or appropriate in order to protect the conversion rights of Buyer

against impairment.

4. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents

and warrants to Buyer as follows:

4.1 Due Organization and Qualification. Seller is a corporation duly

organized, validly existing and in good standing under the laws of the State of

Nevada. Seller has all requisite power and authority to own, lease and operate

its assets and properties and to carry on its business as presently conducted

and as presently contemplated. Seller is duly qualified to transact business and

is in good standing in each jurisdiction in which the nature of its business or

the locations of its property requires such qualification, except where the

failure to do so would not have a material adverse effect on Seller's business,

operations, assets or condition (financial or otherwise).

4.2 Power and Authority. Seller has the requisite corporate power and

authority to execute and deliver this Agreement and all other agreements

contemplated by this Agreement (including, without limitation, the Note and the

Registration Rights Agreement) and to perform its obligations hereunder and

thereunder. The execution, delivery and performance of this Agreement and all

other agreements contemplated by this Agreement have been duly authorized by all

necessary corporate action on the part of Seller. This Agreement has been duly

executed and delivered by Seller and is the valid and binding obligation of

Seller, enforceable against Seller in accordance with its terms, except as such

enforceability may be limited by applicable bankruptcy, moratorium, insolvency,

reorganization or other similar laws now or hereafter in effect generally

affecting the enforcement of creditors' rights, specific performance, injunctive

or other equitable remedies. When executed and delivered by Seller at the

Closing, each of the Note and the Registration Rights Agreement will be the

valid and binding obligation of Seller, enforceable against Seller in accordance

with its terms, except as such enforceability may be limited by bankruptcy,

moratorium, insolvency, reorganization or other similar laws now or hereafter in

effect generally affecting the enforcement of creditors' rights, specific

performance, injunctive or other equitable remedies.

4.3. Capitalization. The capitalization of the Seller as of the date

of this Agreement, including its authorized capital stock, the number of shares

issued and outstanding, the number of shares issuable and reserved for issuance

pursuant to the Seller's stock option plans and agreements, the number of shares

issuable and reserved for issuance pursuant to securities (other than the Note)

exercisable for, or convertible into or exchangeable for any shares of Common

Stock and the number of shares initially to be reserved for issuance upon

conversion of the Note is set forth on Schedule 4.3 hereto. All issued and

outstanding shares of capital stock of the Seller have been validly issued,

fully paid and non-assessable. Except as disclosed on Schedule 4.3 hereto, the

Seller owns all of the capital stock of each subsidiary, which capital stock is

validly issued, fully paid and non-assessable, and no shares of the capital

stock of the Seller or any of the subsidiaries are subject to preemptive rights

or any other similar rights of the shareholders of the Seller or any such

subsidiary or any liens created by or through the Seller or any such subsidiary.

Except as disclosed on Schedule 4.3 or as contemplated herein, there are no

outstanding options, warrants, scrip, rights to subscribe to, calls or

commitments of any character whatsoever relating to, or securities or rights

convertible into or exercisable or exchangeable for, any shares o