ASSIGNMENT AND BILL OF SALE
Reference is hereby made to the letter agreement dated the date hereof (the “ Agreement ”) among
Vyteris, Inc., a Delaware corporation (" Vyteris "), Vyteris, Inc., a Nevada corporation and Ferring
Pharmaceuticals, Inc., a Delaware corporation (“ Ferring ”). Each capitalized term used herein and not defined
herein shall have the meaning ascribed to it in the Agreement.
Vyteris, for good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, does hereby grant, sell, assign, transfer, set over, deliver and convey unto Ferring the Purchased
Assets, including, without limitation, the assets described in Schedule 1 attached hereto.
TO HAVE AND TO HOLD the same unto the said Ferring, its successors and assigns, forever.
Vyteris hereby agrees to execute and deliver such further instruments of conveyance, transfer and
assignment and to take such other and further action as Ferring may reasonably request more effectively to sell,
assign, transfer, set over, deliver and convey any of the Purchased Assets hereunder and to confirm title thereto
to Ferring, and to assist in the collection or reduction to possession thereof and to exercise rights with respect
Vyteris hereby constitutes and appoints Ferring and its successors and assigns as Vyteris' true and lawful
attorney, with full power of substitution, in Vyteris' name and stead, but on behalf and for the benefit of Ferring
and its successors and assigns, to demand and receive any and all of the Purchased Assets and to give receipts
and releases for and in respect of the same, and any part thereof, and from time to time to institute and prosecute
in Vyteris' name, or otherwise, for the benefit of Ferring and its successors and assigns, any and all proceedings
at law, in equity or otherwise, which Ferring and its successors or assigns may deem proper for the collection or
reduction to possession of any of the Purchased Assets or for the collection and enfo