**Note: Certain portions of this document have been marked “[c.i.]” to indicate that confidentialtreatment has been requested for this confidential information. The confidential portions havebeen omitted and filed separately with the Securities and Exchange Commission.**     2. DUSA and SOCHINAZ hereby amend and restate the second sentence of Section 4.1 of the SupplyAgreement, in its entirety, as follows:     “Such [c.i.] shall be at DUSA’s option [c.i.] DUSA’s offices in Wilmington, Massachusetts, orsuch other place designated by DUSA, in the United States.”     3. DUSA and SOCHINAZ hereby amend and restate the first sentence of Section 4.2 of the SupplyAgreement, in its entirety, as follows:     “Title and risk of loss to Product sold hereunder shall pass at DUSA’s option when deliveredto DUSA at its offices in Wilmington, Massachusetts, or such other place designated by DUSA, in theUnited States.”     4. DUSA and SOCHINAZ agree to extend the term of the Supply Agreement by amending andrestating Section 9.1 thereof, in its entirety, as follows:     “This Agreement shall remain in effect until December 31, 2015 unless sooner terminated inaccordance with Section 9.2 or 9.3 below.”     5. DUSA and SOCHINAZ hereby amend Exhibit B of the Supply Agreement, by deleting allof the former Exhibit B’s in their entirety, including, without limitation, all language pertainingto [c.i.], the adjustment of the price/kg based on [c.i.], and provisions to [c.i.] as to theeffect of the [c.i.] or adjustment of the price/kg, and substituting the following terms:**EXHIBIT B**   **Year** **Cost/kg (U.S. Dollars)**2009 [c.i.]2010 [c.i.]2011 [c.i.]2012 [c.i.]2013 [c.i.]2014 [c.i.]2015 [c.i.]     6. Except as expressly provided in this Fifth Amendment, the Supply Agreement shall remainunmodified and in full force and effect and is hereby ratified and affirmed. Theexecution, delivery and effectiveness of this Fifth Amendment shall not operate as a waiver of
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**Note: Certain portions of this document have been marked “[c.i.]” to indicate that confidentialtreatment has been requested for this confidential information. The confidential portions havebeen omitted and filed separately with the Securities and Exchange Commission.**any right, power or remedy of DUSA or SOCHINAZ under the Supply Agreement, except as expresslyprovided for herein.REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
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**Note: Certain portions of this document have been marked “[c.i.]” to indicate that confidentialtreatment has been requested for this confidential information. The confidential portions havebeen omitted and filed separately with the Securities and Exchange Commission.**     **IN WITNESS WHEREOF**, and pursuant to Section 11.3 of the Supply Agreement, the parties havecaused this Fifth Amendment to be executed by their duly authorized representatives as of theEffective Date first provided above.         **SOCHINAZ S.A.**   **DUSA PHARMACEUTICALS, INC.**         By: /s/ Frederic Besancon   By: /s/ Mark Carota         Name: Frederic Besancon   Name: Mark CarotaTitle: Chief Operating Officer   Title: Vice President, Operations         By: /s/ Jean-Marie Rossett, Ph. D.       Name: Jean-Marie Rossett, Ph. D.      Title: Sales & Marketing VP      
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