EX-10.B






Exhibit
10(b)








	 	 	 
	By E-mail
	 	 
	Mr. Frank Pollard

	 	Mr. Jeffrey Bernstein
	3615 RFD

	 	9739 Monte Mar Drive
	Long Grove, Illinois 60047

	 	Los Angeles, CA 90035






Re: Amended Nicomide® License

HIGHLY CONFIDENTIAL




April 21, 2009




Gentlemen:




     We are writing to you in your capacity as the Sirius Shareholder Representatives under the
terms of the merger agreement between DUSA Pharmaceuticals, Inc. (“DUSA”) and Sirius Laboratories,
Inc. (“Sirius”) dated December 30, 2005, as amended (the “Merger Agreement”). As explained below
and as described in our telephone conversation earlier today, we wish to make you aware of a change
in the previously negotiated terms with River’s Edge Pharmaceuticals, LLC (“River’s Edge”) to the
proposed Amended Nicomide License Agreement and to reconfirm your April 3, 2009 waiver of Section
10.4(b) of the Merger Agreement relating to the license transaction and your continued agreement to
the terms of the Release and Third Amendment to the Merger Agreement to avoid any misunderstanding
in the future.



     As you know, DUSA has been engaged in negotiations to broaden the Nicomide patent license with
River’s Edge and as of April 3, 2009, we believed that the negotiations were concluded as execution
copies of the documents were being circulated. However, River’s Edge has requested a change
relating to the period in which DUSA may receive the full consideration for the license and
transfer of the product rights (i.e., it could take longer for DUSA to receive the $5,000,000
consideration than the thirty (30) months originally verbally agreed by River’s Edge and described
to you).



     As a result, in the event that DUSA has not received $5,000,000 from River’s Edge, on or
before the Milestone Termination Date, as amended (i.e., December 31, 2011) by the Third Amendment
to the Merger Agreement, and River’s Edge is still marketing Nicomide under the Amendment to the
License Agreement, DUSA shall, nonetheless, credit the Net Sales, as defined in the Third Amendment
to the Merger Agreement, with an amount equal to the difference between $5,000,000 and the amount
actually paid to DUSA by River’s Edge as of the Milestone Termination Date. DUSA will then
determine, using the cumulative Net Sales amount including any difference above, whether the One
Million Dollars ($1,000,000) Milestone Payment is due to the Sirius Shareholders (for achieving
cumulative Net Sales of the Products of $35,000,000



 









 







under Section 2.2(c)(ii)(B) of the Merger Agreement) or whether the Two Hundred Fifty Thousand
Dollar ($250,000) payment specified in the Release is due.


Please reconfirm your consent pursuant to Section 15.10 of the Merger Agreement to waive Section
10.4(b) of the Merger Agreement to allow DUSA to enter the Amendment to the License Agreement and
your agreement to the terms of the Release and Third Amendment to the Merger Agreement, all of
which are attached to this letter, by signing this letter below and returning it to DUSA as soon as
possible.




	 	 	 	 	 
	 	Very truly yours,

 	 
	 	/s/ Richard C. Christopher
 	 
	 	Richard C. Christopher 	 
	 	Vice President, Finance and
 Chief Financial Officer 	 
	 


We hereby consent pursuant to Section 15.10 of the Merger Agreement to waive Section 10.4(b) of
the Merger Agreement to allow DUSA to enter the Amendment to the License Agreement and agree to the
terms of the Release and Third Amendment to the Merger Agreement.




	 	 	 	 	 
	/s/ Frank Pollard

	 	/s/ Jeffrey Bernstein
	 	 
	 

	 	 	 	 
	Frank Pollard

	 	Jeffrey Bernstein	 	 
	
Date: 04/21/2009

	 	
Date: April 21, 2009