EX-99 12 exhibit99-57.txt EXHIBIT 99.57 EXHIBIT 99.57 VYTERIS HOLDINGS (NEVADA), INC. Spencer Trask Specialty Group LLC 535 Madison Avenue New York, New York 10022 Attn: Mr. Bruno Lerer, Esq. Ladies and Gentlemen: This Letter Agreement ("Agreement") is dated as of February 16, 2006 and is by and between Vyteris Holdings (Nevada), Inc. (the "Company"), a Nevada corporation, and Spencer Trask Specialty Group LLC, a Delaware limited liability company (referred to as "STSG"). WHEREAS, STGS is the holder of Series B Preferred Stock of the Company at a current conversion price of $7.16 per share (the "Conversion Price"); WHEREAS, the Company and STSG have entered in a discussions for the Company to sell and STSG to purchase a certain convertible subordinated promissory note; NOW, THEREFORE, in consideration of the premises and the mutual promises herein made, the Parties agree as follows: As a material inducement for STSG to enter into a Note Purchase Agreement by and between the Company and STSG for the purchase of a convertible subordinated promissory note in the principal amount of $500,000, the Company shall use its best efforts to take all necessary and appropriate action to amend its charter documents in order to reduce the Conversion Price to $1.00, including without limitation, calling a shareholder meeting to approve such amendment. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] IN WITNESS WHEREOF, the parties hereto have executed this Letter Agreement on the date first above written. SPENCER TRASK SPECIALTY GROUP, LLC By: ___________________________________ Name: Title: VYTERIS HOLDINGS (NEVADA), INC. By: ____________________________________ Name: Title: