EX-10.II: EMPLOYMENT AGREEMENT

Exhibit 10(ii)

EMPLOYMENT AGREEMENT

     This Agreement (“Agreement”) made as of this 4th day of April, 2006, between DUSA Pharmaceuticals, Inc., a New Jersey corporation (“DUSA”) and William O’Dell (“O’Dell”).

     WHEREAS, O’Dell wishes to be employed by DUSA and DUSA wishes to employ O’Dell on the terms and conditions set forth in this Agreement, and

     WHEREAS, DUSA and O’Dell wish to enter this Agreement for their mutual benefit.

     NOW THEREFORE, in consideration of the mutual covenants and promises, the parties agree as follows:

     1.  Employment : DUSA hereby employs O’Dell and he hereby accepts such employment as the Executive Vice President, Sales and Marketing effective on or about April 17, 2006. O’Dell agrees to work on a full-time basis and to devote his best efforts and spend as much time and attention as is necessary to manage the sales and marketing functions of DUSA. O’Dell shall report to the President of DUSA. O’Dell agrees to abide by the DUSA’s Business Code of Ethics and Senior Officers Code of Ethics as in force from time to time.

     2.  Duties and Responsibilities : Notwithstanding any language contained herein to the contrary, O’Dell shall be responsible (by way of example and not by way of limitation) for:

     A. the supervision and oversight of all sales activities and sales compensation programs;

     B. the supervision and oversight of all marketing initiatives for DUSA’s products;

     C. identify opportunities for market penetration, revenue growth and profitability of DUSA’s products;

     D. identification of corporate partnering opportunities to co-develop and market DUSA’s products; and

     E. any additional employment responsibilities as deemed appropriate by the Board of Directors and DUSA’s senior management, from time to time.

     3.  Remuneration : DUSA will pay to O’Dell a base salary equal to Two Hundred Fifty Thousand Dollars ($250,000.00) per annum at intervals consistent with DUSA’s administrative practices, from time to time. This base salary shall be reviewed by the Board of Directors of DUSA from time to time, not less than on an annual basis, beginning in January, 2007. Any salary increases shall be determined by, and shall be made at the sole discretion of the Board. Following the end of each fiscal year, the Board may award a cash bonus to O’Dell in an amount up to 35% of his current base salary for such year, as determined by the Board in its sole discretion. For purposes of awarding the total amount of such bonus, mutually agreeable performance objectives will be set at the beginning of any calendar year during O’Dell’s employment. The Board may award annual cash bonuses above 35% of then current base salary for outstanding performance.

     All salary and other payments and allowances outlined in this Agreement shall be subject to such withholding taxes and deductions as may be required by law.

     4.  Place of Employment : As Executive Vice President of Sales and Marketing, O’Dell will operate primarily from the offices of DUSA located in Wilmington, MA. O’Dell acknowledges, however, that there will be domestic and international travel required on a regular basis. Such travel is understood to be necessary in order to promote the business of DUSA.

     5.  Benefits : O’Dell will be entitled to participate in the medical, disability, life, and other insurance benefit plans or pension, profit sharing, deferred compensation, equity incentive plans, or 401K plans which may be made available to the officers and employees of DUSA from time to time, subject to applicable eligibility rules thereof.

     6.  Stock Options : O’Dell shall be entitled to participate in the 1996 Omnibus Plan, as amended, and any subsequent stock purchase and bonus or incentive plans that DUSA shall from time to time make available to its officers and employees, subject to applicable eligibility rules thereof. Management of DUSA agrees to recommend to the Compensation Committee that O’Dell be granted options for Fifty Thousand (50,000) shares of DUSA’s common stock pursuant to the vesting and other provisions of the Plan.

     7.  Vacation : O’Dell shall be entitled to four (4) weeks of vacation during each year of employment, to be taken at a time or times acceptable to DUSA, having regard to its operations. O’Dell shall not be entitled to carry over any unused vacation from one (1) calendar year into the following calendar year, so long as such a vacation policy is consistent for all employees.

     8.  Expenses : All reasonable travel and other expenses incident to the rendering of services by O’Dell on behalf of and in promoting the interests of DUSA shall be paid by DUSA, including but not limited to an automobile allowance in the amount of $8,400 per year plus insurance. If such expenses are paid in the first instance by O’Dell, DUSA agrees that it will reimburse him therefore upon presentation of appropriate statements, vouchers, bills and invoices as and when required by DUSA to support the reimbursement request. In addition, DUSA will provide the following relocation assistance:

     All closing costs for the sale and purchase of housing as listed on the respective HUD-1, RESPA statements;

Reasonable packing and moving costs of household items;
Interim reasonable living expenses for up to six (6) months;

     9.  Confidential Information :

     A. O’Dell understands that in the performance of his services hereunder he may obtain knowledge of “confidential information”, as hereinafter defined, relating to the business of DUSA. As used herein, “confidential information” means any information (whether clinical, financial, administrative or otherwise), written or oral, (including without limitation, any formula, pattern, device, plan, process, or compilation of information) which (i) is, or is designed to be, used in the business of DUSA or results from its research and/or development activities, or (ii) is private or confidential in that it is not generally known or available to the public, or (iii) gives DUSA an opportunity to obtain an advantage over competitors who do not know or use it. O’Dell shall not, without the written consent of the Board, either during the term of his employment or thereafter, (a) use or disclose any such confidential information outside of DUSA (except to consultants or other agents or representatives of DUSA who are similarly bound to DUSA by confidentiality obligations), (b) publish any article with respect thereto, (c) except in the performance of his services hereunder, remove or aid in the removal from

the premises of DUSA any such confidential information or any property or material which relates thereto.

     B. Upon the termination of his employment with DUSA, all documents, records, notebooks and similar repositories of or continuing information concerning DUSA, or its products, services or customers, including any copies thereof, then in O’Dell’s possession or under his control, whether prepared by O’Dell or others, will be left with or immediately returned to DUSA by O’Dell.

     C. (i) O’Dell shall promptly disclose to DUSA any and all prescription drug products, devices, machines, methods, inventions, discoveries, improvements, processes, works or the like (all of which are referred to herein as “inventions”) which he may invent, conceive, produce, or reduce to practice, either solely or jointly with others, at any time (whether or not during work hours) during his employment hereunder.

          (ii) All such inventions which in any way relate to the products manufactured, sold or used by DUSA or to any methods, processes or apparatus used in connection with the manufacture of such products or treatment of disease or conditions, or in either case which are or may be or may become capable of use in the business of DUSA, shall at all times and for all purposes be regarded as acquired and h