THIRD AMENDMENT TO SUPPLY AGREEMENT

Exhibit 10.24

THIRD AMENDMENT TO SUPPLY AGREEMENT

THIS THIRD AMENDMENT TO SUPPLY AGREEMENT (the “Amendment”) is dated as of February 28 2007, by and between Novacea, Inc., a Delaware corporation previously known as D-NOVO Therapeutics, Inc. (“Novacea”) and Plantex USA, Inc., a New Jersey corporation (“Plantex”).

WHEREAS:

Novacea and Plantex are parties to a certain Supply Agreement dated December 27, 2001, as amended on January 24, 2006 and March 21, 2006 (the “Supply Agreement”); and

Novacea and Plantex wish to amend the Supply Agreement as expressly set forth in this Amendment, leaving the Supply Agreement otherwise in full force and effect.

NOW , THEREFORE , Novacea and Plantex agree as follows:

1.     All instances of “D-NOVO Therapeutics, Inc.” in the Supply Agreement are deleted and the following text is submitted in lieu thereof: “Novacea, Inc.”

2.     All instances of “D-NOVO” in the Supply Agreement are deleted and the following text is submitted in lieu thereof: “Novacea.”

3.     Section 4 of the Supply Agreement is deleted in its entirety and the following text is submitted in lieu thereof:

“Novacea agrees at its sole cost and expense to use its best efforts to obtain Approval to market Finished Product in such countries in the Territory as shall be reasonably determined by Novacea, except that Novacea shall use its best efforts to obtain FDA Approval to market Finished Product in the United States based upon a NDA or ANDA, as shall be determined by Novacea. In connection with such FDA Approval, Novacea shall at its sole cost and expense conduct all tests and studies reasonably required to enable Novacea to apply for, obtain and maintain FDA Approval for Finished Product. In connection with the development of Finished Product and securing any Approvals, Novacea agrees, on behalf of itself, its Affiliates and their respective licensees or contract manufacturing vendors, if any, to use only API obtained from PLANTEX (or its Affiliates) and purchase all their respective requirements of API from PLANTEX (or its Affiliates). Upon the execution and delivery of this Agreement, PLANTEX shall provide and deliver to Novacea without charge two grams (2 gms.) of API. Thereafter, Novacea shall be charged [*] dollars ($[*]) per gram for Developmental Orders (as herein defined) of API sold hereunder and such price shall not be subject to increase or decrease. Notwithstanding Section 6.2 hereinbelow, such payment shall be due and payable upon delivery to Novacea of any Developmental Order or portion thereof. As used herein, “Developmental Orders” means orders placed prior to Approval by a Regulatory Authority and not in connection with commercial production in connection with commercial launch following any such Approval. After January 1, 2008, all Developmental Orders shall be minimum noncancellable orders for quantities of not less than [*] grams ([*] gms.) each and currently

forecast by Novacea at [*] grams for 2008, [*] grams for 2009 and [*] grams for 2010. For Developmental Orders on an annual basis after 2010, Novacea shall notify Plantex of its minimum noncancellable quantities for the applicable year (not to be less than [*] grams each year) no later than September 30 of the preceding calendar year. Each of the Developmental Orders shall be deliverable over periods not exceeding twelve (12) months, in partial shipments of not less than [*] grams each and not greater than [*] grams each; provided that PLANTEX shall use commercially reasonable efforts to deliver to Novacea or its designee