Item 1.01 Entry into a Material Definitive Agreement.

On March 17, 2020, Valeritas Holdings, Inc. (the "Company") and certain of its subsidiaries (together, the "Sellers") entered into Amendment No. 1 ("Amendment No. 1") to that certain Asset Purchase Agreement, dated as of February 9, 2020, by and among Zealand Pharma A/S, as stalking horse bidder (the "Purchaser"), and the Sellers (the "Purchase Agreement"), pursuant to which the Company will sell substantially all of its assets to Purchaser at closing, assuming final approval by the bankruptcy court (the "Asset Sale"). Amendment No. 1 amends the Purchase Agreement to, among other things, narrow the scope of certain claims or causes of action that will be assumed by Purchaser at closing of the Asset Sale.

The foregoing description of Amendment No. 1 is qualified in its entirety by reference to the complete text thereof, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits
Exhibit Number                     Description

     10.1          Amendment No.1 to Asset Purchase Agreement.

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