<PAGE>
EXHIBIT 10.1
Note: Certain portions of this document
have been marked "[c.i.]" to indicate
that confidential treatment has been
requested for this confidential
information. The confidential portions have
been omitted and filed separately
with the Securities and Exchange
Commission.
THIRD AMENDMENT TO SUPPLY AGREEMENT
THIS THIRD
AMENDMENT TO SUPPLY AGREEMENT (this "Amendment") is entered
into as of the 29th day of July 2005 (the
"Effective Date") by and between DUSA
PHARMACEUTICALS, INC. ("DUSA"), a
corporation organized and existing under the
laws of the State of New Jersey, with
principal offices at 25 Upton Drive,
Wilmington, Massachusetts 01887, U.S.A.,
and SOCHINAZ S.A. ("SOCHINAZ"), a
corporation registered under the laws of
the Canton of Valais, Switzerland, with
principal offices at 22, rte du Simplon,
CH-1895 Vionnaz, Switzerland. All
capitalized terms used herein and not
otherwise defined shall have the
meaning(s) prescribed thereto in the Supply
Agreement (defined below).
WHEREAS,
DUSA and SOCHINAZ previously entered into a certain Supply
Agreement, dated December 24, 1993, as
amended by the First Amendment to Supply
Agreement, dated July 7, 1994, and the
Second Amendment (the "Second Amendment")
to Supply Agreement, dated June 20, 2000
(collectively, the "Supply Agreement");
WHEREAS,
pursuant to Section 9.1 of the Supply Agreement, DUSA, by
letter
dated April 28, 2003, exercised its option
to renew the Supply Agreement for a
period of three (3) additional years
through December 3, 2007 (the "Current
Term"); and
WHEREAS,
DUSA and SOCHINAZ wish to further amend certain terms and
conditions of the Supply Agreement as
provided herein.
NOW,
THEREFORE, in consideration of the foregoing, and for other good
and
valuable consideration, the receipt and
adequacy of which are hereby
acknowledged, the parties hereby agree as
follows:
1. DUSA
and SOCHINAZ agree to extend the Current Term of the Supply
Agreement through December 31, 2009 (the
"Extension Period"); provided, however,
that DUSA shall have the option to extend
the term of the Extension Period for
an additional one (1) year (i.e. through
December 31, 2010) upon a minimum of
two (2) years advance written notice (i.e.
on or before December 31, 2007) to
SOCHINAZ.
2. DUSA
and SOCHINAZ agree that Exhibit B mentioned in Paragraph 4.1 of
the Supply Agreement is hereby amended in
its entirety to read as follows:
EXHIBIT B
<TABLE>
<CAPTION>
YEAR
COST/KG (U.S. DOLLARS)
----
----------------------
<S>
<C>
2005
[c.i.]
2006
[c.i.]
2007
[c.i.]
2008
[c.i.]
2009
[
