EXHIBIT 10(a)   EXECUTION COPY
  License Agreement
 Between
 DUSA Pharmaceuticals INC.
 and
 Rivers Edge Pharmaceuticals, LLC
 Effective as of July 3, 2008




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TABLE OF CONTENTS
 Page1. Definitions
    
    
    12. Grant of Rights
    
    
    43. Consideration
    
    
    54. Payments And Reports
    
    
    55. Manufacturing And Supply
    
    
    76. Ownership; Patents
    
    
    77. Regulatory Matters
    
    
    98. Representations, Warranties and other Acknowledgements
    
    
    109. Publication; Confidentiality
    
    
    1110. Indemnification; Insurance
    
    
    1311. Term; Termination
    
    
    1512. Force Majeure
    
    
    1713. Miscellaneous
    
    
    17Exhibit 1: Patent Rights
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License Agreement
 This License Agreement Effective
Date
 Preliminary Statements
     Now, Therefore,
 1. Definitions.
  Affiliate control [C.I.] [C.I.]
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Agreement
 Bankruptcy Code
 Breaching Party
 Confidential Information
 Cost of Goods [C.I.] [C.I.] [C.I.]
 Cover Covered Covering
 DUSA Know-How
 DUSA Technology
 Effective Date
 Execution Date
 Field
 First Commercial Sale
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Indemnitee
 Infringement
 Know-How
 Licensed Product ®
 Net Revenues [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.]
 [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.]
 [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.]
 [C.I.] [C.I.]
 [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.]
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[C.I.] [C.I.] [C.I.] [C.I.] [C.I.]
 Non-breaching Party
 Party
 Patent Rights
 Sublicensee
 Term
 Territory
 Third Party
 United States U.S.
 2. Grant of Rights.
 License Grant to Rivers Edge
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3. Consideration.
 [C.I.]
 [C.I.] [C.I.] [C.I.]
 4. Payments And Reports.
 Timing of Payments and Reports
 [C.I.] [C.I.] [C.I.] [C.I.] [C.I.]
 [C.I.]
 Mode of Payment [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] The
Wall Street Journal [C.I.] [C.I.]
 Sales Records [C.I.]
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Audits
 [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.]
 [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] The Wall Street Journal [C.I.] [C.I.] [C.I.] [C.I.]
 [C.I.]
 Taxes [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.]
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5. Manufacturing And Supply
 Commercial Supply
 Disclosure of Know-How
 6. Ownership; Patents.
 Ownership
  Patent Prosecution and Maintenance
 [C.I.] [C.I.]
 [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.]
  [C.I.] [C.I.]
 Patent Enforcement
 Infringement
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[C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.]
 Infringement Action by Third Parties
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[C.I.] [C.I.] [C.I.]
 [C.I.] [C.I.] [C.I.] [C.I.]
 [C.I.]
 Product Marking
 7. .
 Adverse Reaction Reporting ®
 Recall; Withdrawal [C.I.] [C.I.] [C.I.]
 Regulatory Obligations
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[C.I.] [C.I.] [C.I.] [C.I.] ®
 8. REPRESENTATIONS, WARRANTIES AND OTHER ACKNOWLEDGEMENTS.
 Representations and Warranties of Both Parties
   Disclaimer Regarding [C.I.]. [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.]
 Representations, Warranties and Covenants of Rivers Edge
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[C.I.] [C.I.]
 ®
 Representations and Warranties of DUSA. DUSA
   Disclaimer
 9. Publication; Confidentiality.
 Publication
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Confidentiality; Exceptions [C.I.] [C.I.] Confidential Information
 Exceptions to Obligation Confidential [C.I.] [C.I.] [C.I.]
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Limitations on Use
 Remedies
 10. Indemnification; Insurance.
 By Rivers Edge [C.I.]
 [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.]
 [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.]
 [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.]
  [C.I.]
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By DUSA [C.I.] [C.I.] [C.I.]
 [C.I.] [C.I.] [C.I.] [C.I.] [C.I.]
 [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.]
 [C.I.] [C.I.] [C.I.] [C.I.] [C.I.]
  Notice Indemnitee Indemnitor [C.I.] [C.I.]
 Complete Indemnification [C.I.] [C.I.] [C.I.] [C.I.]
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Insurance [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.]
 11. Term; Termination.
 Term [C.I.] ® [C.I.] Term [C.I.] [C.I.]
 Termination for Cause Non-breaching Party Breaching Party [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.]
  [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.]
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[C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.]
 Termination for Challenges [C.I.] [C.I.]
 Cessation of Marketing [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.] [C.I.]
 Effect of Expiration or Termination
 Accrued Rights; Surviving Obligations
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Section 365(n) of the Bankruptcy Code Bankruptcy Code
 12. Force Majeure.
  13. Miscellaneous.
 Relationship of Parties [C.I.] [C.I.]
 Assignment [C.I.]
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Books and Records
 Further Actions
 Notice
 If to DUSA:
    
    With a copy to:DUSA Pharmaceuticals, Inc.
    
    Reed Smith LLP25 Upton Drive
    
    Princeton Forrestal VillageWilmington, Massachusetts 01887
    
    136 Main Street, Suite 250Attention:  President & CEO
    
    Princeton, New Jersey 08540Tel:  978-657-7500
    
    Attention:  Nanette W. Mantell, Esq.Fax:  978-909-1016
    
    Tel:  609-987-0050Fax:  609-951-0824If to Rivers Edge:
    
    With a copy to:River's Edge Pharmaceuticals, LLC
    
    Baker, Donelson, Bearman,5400 Laurel Springs Parkway
    
    Caldwell & Berkowitz, PCBuilding 504
    
    Suite 1600, Monarch PlazaSuwanee, Georgia 30024
    
    3414 Peachtree Road, N.E.Attention:  Brendan Murphy
    
    Atlanta, Georgia 30326Tel:  770-886-3417
    
    Attention:  Robert Brazier, Esq.Fax:  770-886-3917
    
    Tel:  (404) 221-6506Fax:  (404) 221-6501
 provided
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Use of Name
 Waiver
 Compliance with Law [C.I.] [C.I.]
 Severability
 Amendment
 Governing Law [C.I.] [C.I.] [C.I.] [C.I.]
 Entire Agreement
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Parties in Interest
 Descriptive Headings
 Construction of Agreement
 Counterparts
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DUSA PHARMACEUTICALS, INC.By:

/s/
William F. ODellName:
    William F. ODellTitle:
    EXEC. V P SALES & MARKETINGDate: August 12, 2008 RIVERS EDGE PHARMACEUTICALS, LLCBy:

/s/
Brendan MurphyName:
    Brendan MurphyTitle:
    PRESIDENTDate: August 12, 2008 - 21 -




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Exhibit 1.
 Patent Rights
 Reference No.
    
    Filing Date/Status
    
    TitleU.S. Patent No.
6,979,468
    
    Issued
    
    Oral Composition and Method for
the Treatment of Inflammatory
Cutaneous Disorders