EX-10.NN



 





EXHIBIT 10(nn)



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.




FIRST AMENDMENT TO MARKETING, DISTRIBUTION AND SUPPLY

AGREEMENT



This FIRST AMENDMENT TO MARKETING, DISTRIBUTION AND SUPPLY AGREEMENT (the “First Amendment”) made
as of the 10th day of January, 2007 (the “Effective Date”) among DUSA PHARMACEUTICALS, INC., a New
Jersey corporation having a principal office and place of business at 25 Upton Drive, Wilmington,
Massachusetts, USA 01887 (hereinafter called “DUSA”), and DAEWOONG PHARMACEUTICAL CO., LTD, a
Korean corporation having a principal office and place of business at 163-3 Samsung-dong
Gangnam-gu, Seoul, Korea, (hereinafter called “DAEWOONG”) and DNC DAEWOONG DERMA & PLASTIC SURGERY
NETWORK COMPANY, a wholly-owned Korean subsidiary of DAEWOONG PHARMACEUTICAL CO., LTD having a
principal office and place of business at 163-3 Samsung-dong Gangnam-gu, Seoul, Korea (hereinafter
called “DNC” and collectively with DAEWOONG hereinafter called “D&D”).




     WHEREAS, DUSA and D&D entered into a Marketing, Distribution and Supply Agreement dated as of
January 4, 2007 (the “Agreement”); and



     WHEREAS, the Parties wish to enter into this First Amendment to clarify and amend the
Agreement.



     NOW, THEREFORE, the Parties agree as follows:


1. Milestone Payments. Section 2.4 of the Agreement shall be amended as follows:




     Section 2.4(a), second sentence, which currently reads:



     [C.I.] of the signing of this Agreement by the Parties, D&D shall make a [C.I.] to DUSA...”


shall be amended to read:




“[C.I.] of the signing of this Agreement by the Parties, D&D shall make a [C.I.] to DUSA...”




     And by adding a new subsection 2.4(d) as follows:



     (d) All milestone payment amounts are [C.I.] and [C.I.] are the [C.I.]). The Parties agree to
[C.I.] throughout the Term, together with the Parties’ [C.I.] under all applicable tax laws.


2. [C.I.]. Section 2.2(f) of the Agreement shall be amended in its entirety as follows:




     D&D shall purchase all Product needed in pre-marketing efforts from DUSA at the Purchase Price
Per Unit, except that DUSA shall [C.I.] pursuant to Section 7.3(g), [C.I.], labeled [C.I.] of the
Product during the [C.I.] and [C.I.] of the Product during [C.I.].


3. Effect of Amendment. Except as expressly set forth herein, this First Amendment shall
not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the
rights and remedies of the Parties to the Agreement, and shall not alter, modify, amend or in any
way affect any of the terms, conditions, obligations, covenants or agreements contained in the
Agreement, all of which shall continue in full force and effect. This First Amendment shall apply
and be effective only with respect to the provisions of the Agreement specifically referred




 









 







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.



to herein. After the date hereof, any reference to the Agreement shall mean the Agreement, as
modified hereby.



4. Governing Law and Venue. This First Amendment shall be construed in accordance with and
governed by the internal laws of [C.I.] without regard to conflict of laws principles. Any
litigation arising from disputes regarding the subject matter of this First Amendment shall be
brought in the courts of the[C.I.]. The Parties will consent to venue and jurisdiction in such
courts.



5. Counterparts. This First Amendment may be executed in several counterparts, each of
which shall be deemed an original, but all of which shall constitute one and the same instrument.




[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]




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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.




     IN WITNESS WHEREOF, this First Amendment has been executed by the Parties on the date
stated below.



	 	 	 	 	 
	 	DUSA PHARMACEUTICALS, INC.

 	 
	 	By:  	/s/ Robert F. Doman
 	 
	 	 	Robert F. Doman 	 
	 	 	President and Chief Operating Officer 	 
	 	Date: 1-10-07  	 
	 



	 	 	 	 	 
	 	DAEWOONG PHARMACEUTICAL CO., LTD.

 	 
	 	By:  	/s/  Jong Wook Lee
 	 
	 	 	Jong Wook Lee 	 
	 	 	President	 
	 	Date: 1/17 2007  	 
	 



	 	 	 	 	 
	 	DNC DAEWOONG DERMA & PLASTIC SURGERY NETWORK
COMPANY

 	 
	 	By:  	/s/  Hee-Soo Sin
 	 
	 	 	Hee-Soo Sin 	 
	 	 	President 	 
	 	Date: 1/16. 2007  	 
	 



(Signature Page to First Amendment to Marketing, Distribution and Supply Agreement

Among DUSA Pharmaceuticals, Inc., DAEWOONG Pharmaceutical Co., LTD., and DNC

DAEWOONG Derma & Plastic Surgery Network Company)





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