VALERITAS HOLDINGS, INC. (OTCBB:CYGM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02

The Board of Directors of Valeritas Holdings, Inc. (the Company)
approved the promotion of Matthew Nguyen to Chief Commercial
Officer of the Company on December20, 2016. On December21, 2016,
the Company announced Mr.Nguyens promotion. Prior to his
promotion, Mr.Nguyen served as the Companys Senior Vice
President, Commercial. The Company is furnishing a copy of the
press release, which is attached hereto as Exhibit 99.1.

Mr.Nguyen, age 46, served as Senior Vice President, Commercial
since February 2016, prior to which he served as Vice President
for Integrated Healthcare Management since joining Valeritas in
September 2006.Prior to joining Valeritas, Mr.Nguyen was a New
Business Development Director for Janssen, LP, a division of
Johnson Johnson, from 2005 to 2006. Prior to joining Janssen, LP,
he served as head of health economics research for metabolism,
new product marketing, and head of analytics and commercial
effectiveness for the CNS business unit at Sanofi from 2000 to
2005. Mr.Nguyen earned a B.S. in Pharmacy and a Doctor of
Pharmacy from the Philadelphia College of Pharmacy and Science.
He also completed a Fellowship in Health Economics and Outcomes
Research in conjunction with Thomas Jefferson University Hospital
and Janssen Pharmaceutical, Inc. and earned an M.B.A. from
Rutgers University in New Jersey.

Mr.Nguyens employment agreement with the Company, made and
entered into as of December20, 2016 (the Employment
Agreement), provides for an annual base salary for
Mr.Nguyen of $287,000 and a target annual bonus opportunity of
35% of his annual base salary. Mr.Nguyen will be eligible to
receive future long-term incentive awards in accordance with the
Valeritas Holdings, Inc. 2016 Incentive Compensation Plan.

In the event the Company terminates Mr.Nguyens employment without
Cause (as defined in the Employment Agreement) or Mr.Nguyen
resigns for Good Reason (as defined in the Employment Agreement,
and other than in connection with a change in control or due to
death or disability), Mr.Nguyen is entitled to receive (i)9
months of base salary continuation; (ii)a pro-rated portion of
the annual bonus Mr.Nguyen would otherwise have earned for the
year of termination, based on actual performance for the full
year and payable when such bonus would have otherwise been paid;
(iii)any annual bonus earned but not yet paid for the completed
fiscal year immediately prior to the termination date; and
(iv)reimbursement for the cost of providing continued health
coverage for a period of 9 months or until Mr.Nguyen is offered
benefits from a subsequent employer, if earlier.

In the event the Company terminates Mr.Nguyens employment without
Cause (as defined in the Employment Agreement) or Mr.Nguyen
resigns for Good Reason (as defined in the Employment Agreement,
and other than due to death or disability), in either case,
within 3 months prior to a change in control (but within the
pre-closing period as defined in the Employment Agreement) or
within 12 months following a change in control, Mr.Nguyen is
entitled to receive (i) 12months of base salary continuation;
(ii)a pro-rated portion of Mr.Nguyens target annual bonus for the
year of termination; (iii)any annual bonus earned but not yet
paid for the completed fiscal year immediately prior to the
termination date; and (iv)reimbursement for the cost of providing
continued health coverage for a period of 12 months or until
Mr.Nguyen is offered benefits from a subsequent employer, if
earlier.

In the event Mr.Nguyens employment terminates on account of death
or disability, Mr.Nguyen (or Mr.Nguyens estate in the case of
death) is entitled to receive 3 months of base salary
continuation.

The severance payments and benefits described above are subject
to Mr.Nguyen timely executing a release of claims in the Companys
favor (except in the event of Mr.Nguyens death) and to reduction
in the event that the payments and benefits received in
connection with a change in control would result in the
imposition of excise taxes under Section4999 of the Internal
Revenue Code and such reduction results in Mr.Nguyen retaining a
greater after-tax amount.

The Employment Agreement contains restrictive covenants to which
Mr.Nguyen has agreed to refrain from competing with the Company
or soliciting the Companys clients, customers or employees, in
each case, while employed and following Mr.Nguyens termination of
employment for a period of 9 months or 12months if such
termination is in connection with a change in control.

The foregoing description of the Employment Agreement does not
purport to be complete and is qualified in its entirety by the
terms and conditions of the Employment Agreement, which the
Company intends to file as an exhibit to its next periodic
report.

There are no arrangements or understandings between Mr.Nguyen and
any other person to which Mr.Nguyen was appointed to serve as
Chief Commercial Officer of the Company. There are no family
relationships between Mr.Nguyen and any director or executive
officer of the Company, and Mr.Nguyen has no direct or indirect
material interest in any related party transaction required to be
disclosed to Item 404(a) of Regulation S-K.

About VALERITAS HOLDINGS, INC. (OTCBB:CYGM)

Valeritas Holdings, Inc., formerly Cleaner Yoga Mat, Inc., is a commercial-stage medical technology company. The Company is focused on developing technologies for Type 2 diabetes. It has developed its commercialized product, the V-Go Disposable Insulin Delivery Device (V-Go) to help patients with Type 2 diabetes who require insulin to maintain their target blood glucose goals. V-Go is a disposable insulin delivery device that a patient adheres to his or her skin every 24 hours. V-Go enables patients to closely mimic the body’s normal physiologic pattern of insulin delivery throughout the day and to manage their diabetes with insulin without the need to plan a daily routine around multiple daily injections. It has developed V-Go utilizing its h-Patch platform as a patient-focused solution to address insulin therapies. Its h-Patch platform facilitates the subcutaneous delivery of injectable medicines to patients across a range of therapeutic areas.