UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
report (Date of earliest event reported): July 6, 2010
Vyteris,
Inc.
(Exact
Name of Registrant as Specified in its Charter)
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Nevada
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000-32741
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84-1394211
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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13-01
Pollitt Drive, Fair Lawn, NJ
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07410
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s telephone
number, including area code (201) 703-2299
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
8.01 Other Events
On July
1, 2010, Vyteris, Inc. (the “Registrant”) filed a complaint against Ferring
Pharmaceuticals, Inc. (“Ferring”) entitled “Vyteris, Inc. v. Ferring
Pharmaceuticals, Inc.” (the “Lawsuit”) in the Superior Court of New Jersey,
Chancery Division – Essex County. A copy of this complaint was
forwarded by Registrant to Ferring on July 6, 2010 and will be formally served
in the ordinary course.
By way of
background, on December 21, 2009, the Registrant received notice from Ferring of
its termination of the License and Development Agreement by and between the
Registrant and Ferring (“Agreement”), effective January 21, 2010, under Section
9.04 of the Agreement. Upon a termination by Ferring under
Section 9.04, the following disposition of intellectual property associated with
the Agreement is required to occur pursuant to Section 9.05 of the
Agreement:
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a)
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all licenses and other rights
granted to the Registrant shall, subject to the continued payment to
Ferring of certain royalty payments under the Agreement, be converted to
and continue as exclusive, worldwide irrevocable, perpetual,
sub-licensable licenses to develop, make, have made, use, sell, offer to
sell, lease, distribute, import and export the
Product;
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b)
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all licenses and other rights
granted to Ferring under the Agreement shall be terminated as of the
effective date of the
termination;
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c)
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Ferring shall grant to the
Registrant an irrevocable, perpetual, exclusive, royalty-free,
sub-licensable license to practice certain intellectual property jointly
developed under the Agreement with respect to the iontophoretic
administration of infertility
hormone;
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d)
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Ferring shall cease to use and
shall assign to the Registrant all of its rights, title and interest in
and to all clinical, technical and other relevant reports, records, data,
information and materials relating exclusively to the Product and all
regulatory filings (including any NDA, 510(k) or similar regulatory
filing) relating exclusively to the Product and provide the Registrant one
copy of each physical embodiment of the aforementioned items within thirty
(30) days after such termination;
and
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e)
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Ferring
shall cease to use any Know-How, Information or Materials arising under
this Agreement to the extent such Know-How, Information or Materials is
owned by Ferring and shall promptly return to the Registrant all such
materials.
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Subsequent
to receipt of such notice, the Registrant attempted to reach a reasonable
resolution of the outstanding matters with Ferring, including payment of any
amounts due. The negotiations were unsuccessful as Ferring sought to
reach resolutions not contemplated by the Agreement pursuant to its December 21,
2009 termination under Section 9.04, to which the Company does not believe
Ferring is entitled under its Section 9.04 termination, as detailed
above.
In the
Lawsuit, Registrant asserts claims against Ferring for various causes of action,
including, but not limited to, injunctive relief, declaratory judgment, money
damages, and various other claims arising out of Ferring’s termination of the
License and Development Agreement in December 2009 and Ferring’s conduct
subsequent to the December 2009 termination. In the complaint filed with
respect to the Lawsuit, Registrant seeks various types of relief which include:
(i) injunctive relief requiring Ferring to turn over all information requested
by Vyteris under Section 9.05 of the License and Development Agreement; (ii) a
declaratory judgment that Registrant is entitled to receive from Ferring, inter alia, all test
data, results, analyses and intellectual property under Section 9.05, and (iii)
various compensatory, punitive and treble damages, as well as costs of suit,
interest and attorneys’ fees.
The
Lawsuit is in its initial stages, and Registrant cannot predict the outcome of
the Lawsuit, or what relief it shall receive, if it does prevail on the
merits.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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VYTERIS,
INC.
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By:
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/s/ Joseph Himy | |
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Name:
Joseph Himy
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Title:
Chief Financial Officer
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Dated: July
12, 2010