5. Section 1.17 of the License Agreement is hereby deleted in its entirety and replaced withthe following:“Licensed Products” shall mean any product or products containingniacinimide, zinc, copper and folic acid, including without limitation, anyproduct that was sold by DUSA under its trademark, Nicomide®, or anyproduct that is, or may be listed in drug database services as substitutablefor, and/or listed in place of the product, or any product which is coveredunder the claims of U.S. Patent No. 6,979,468 entitled “Oral Composition andMethod for the Treatment of Inflammatory Cutaneous Disorders” (the, “468Patent”), including without limitation, a product sold pursuant to appropriatelabeling under the Dietary Supplement Health and Education Act (hereafter,“DSHEA”).     6. Section 1.21 of the License Agreement is hereby deleted in its entirety and replaced withthe following:“Patent Rights” shall mean DUSA’s rights that it now owns, or hasacquired as of the Amendment Date of this Agreement, in information inventionsor discoveries encompassing the compositions or use of the Licensed Productsclaimed in the patent listed on Exhibit 1 and any reissues, reexaminations orextensions thereof.     7. Section 1.26 of the License Agreement is hereby redesignated at Section 1.27, and newSection 1.26 is hereby replaced with the following:“Trademark” shall mean the mark Nicomide®, registered withthe United States Patent and Trademark Office.     8. Section 2.1.1 of the License Agreement is hereby deleted in its entirety and replaced withthe following:“Subject to the terms and conditions of this Agreement, DUSA hereby grants toRiver’s Edge and its Affiliates an exclusive right and license to the DUSATechnology, without the right to sublicense unless expressly agreed to inwriting by DUSA, to make, use, market, sell, and distribute the LicensedProducts in the Territory.” Notwithstanding the foregoing in this Section 2.1.1and subject to Tiber Laboratories LLC becoming bound to all of the terms andconditions of this License Agreement as amended pursuant to Section 13.2,River’s Edge may sublicense its rights granted hereunder to Tiber LaboratoriesLLC.     9. Section 2.1.2 of the License Agreement is hereby deleted in its entirety and replaced withthe following:“DUSA also hereby grants to River’s Edge an exclusive license to all rights,title and interest that it owns or controls to the Trademark and trade dressused in connection with the sale by DUSA of the NicomideÒ,without the right to
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sublicense unless expressly agreed to in writing by DUSA; except that River’sEdge shall have no rights or interest in the product label currently used byDUSA, or in the copyright owned by DUSA relating to the Licensed Product. DUSAreserves all rights not expressly granted herein. This Section 2.1.2 shall besubject to the limitations, representations, warranties, covenants andacknowledgments of the Parties in Sections 7.3 and 8 of this Agreement.“Notwithstanding the foregoing in this Section 2.1.2 and subject to TiberLaboratories LLC becoming bound to all of the terms and conditions of thisLicense Agreement as amended pursuant to Section 13.2, River’s Edge maysublicense its rights granted hereunder to Tiber Laboratories LLC.     10. Section 3 of the License Agreement is hereby deleted in its entirety and replaced with thefollowing:As consideration to DUSA for the license and other rights granted to River’sEdge under this Agreement, River’s Edge shall pay to DUSA (a) all amounts duefor the full month in which the Amendment Date occurs based on the formulastated in Section 3 of the License Agreement prior to this Amendment, and (b)the following sums specified in Sections 3.1 and 3.2 below:3.1 Guaranteed Minimum Royalty. Subject to Section 11.4, River’s Edgeshall pay to DUSA a guaranteed minimum royalty of Two Million Six HundredThousand Dollars ($2,600,000), in thirteen (13) equal installments of TwoHundred Thousand Dollars ($200,000) per month to be payable as set forth inSection 4 below, which amount shall be paid in any and all events, includingwithout limitation, if this Agreement is terminated for any reason (other thanan action or documented request by a government agency under Section 11.4) or ifRiver’s Edge ceases to sell the Licensed Products for any reason whatsoever(other than an action or documented request by a government agency under Section11.4) (the “Fixed Payment”). The first installment of the Fixed Payment shall beimmediately due and payable upon the execution of this Amendment by bothParties. The next twelve (12) monthly installments shall be due and payablecommencing on the first day of the second calendar month following the firstinstallment payment, and then on the first calendar day of each month thereafteruntil the Fixed Payment is paid in full (collectively the “Fixed PaymentPeriod”).3.2 Margin Payments. Commencing with the month following the finalinstallment of the Fixed Payment, and continuing in each calendar monththereafter, until the earlier of (1) sixteen (16) consecutive calendarmonths(subject to 3.3 below), or (2) payment by River’s Edge to DUSA ofFive Million Dollars ($5,000,000), in the aggregate, including the FixedPayment, (the “Margin Royalty Period”). River’s Edge shall pay to DUSA a shareof all revenues received by River’s Edge or its Affiliates with respect to theLicensed Products. The share of such revenues under this Section 3.2 shall befifty percent (50%) of the amount remaining after the Cost of Goods is
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subtracted from Net Revenues of the Licensed Products resulting from activitiesin the prior calendar month as described below. The timing of payments shall bemade in accordance with Section 4 below.For the purposes of clarity, if the first monthly installment of the FixedPayment due under Section 3.1 is made on March 15, 2009, the second suchinstallment shall be made on May 1, 2009, the third such installment shall bemade on June 1, 2009, etc. If the first payment in the Margin Royalty Period isdue May 15, 2010, the DUSA share of the Net Revenues will be calculated on NetRevenues received during March 2010.3.3 Subject to Section 11.4, if River’s Edge has not made payments to DUSA whichin the aggregate, including the Fixed Payment, total Five Million Dollars($5,000,000) on or before the sixteenth (16th) payment during theMargin Royalty Period, then River’s Edge shall have the option of eitherterminating the Agreement under Section 11.4 (as amended by Section 22 hereof)or continuing to pay the Margin Royalty payments under Section 3.2 hereof asamended until the total of Five Million Dollars ($5,000,000) has been paid (butno later than the date that this Agreement expires under Section 11.1), at whichtime the license for the Licensed Products and Trademark shall be fully paid upand no further royalties or license fees shall be due to DUSA under thisAgreement. At such time as Five Million Dollars ($5,000,000) has been paidhereunder, River’s Edge shall be the owner of all rights, title and interest inand to the DUSA Technology and Trademark relating to the Licensed Products; andDUSA shall deliver duly executed assignments of the Patent and Trademark informs appropriate for recording with the U.S. Patent and Trademark Office and abill of sale evidencing River’s Edge’s ownership of the DUSA Technology andTrademarks. Upon the transfer of ownership hereunder and except as set forth inSection 11.6.2, this Agreement and the parties’ rights and obligations hereundershall terminate. If River’s Edge elects to continue the Margin Royalty paymentsthis Agreement and Licenses granted hereunder shall continue and River’s Edgewill continue to use commercially reasonable efforts to market and distributethe Licensed Product.3.4 The Parties hereby acknowledge and agree that the Patent Rights, Trademarkand DUSA Know-How licensed pursuant to this Agreement justify royalties ofdiffering amounts with respect to sales of the Licensed Products and Trademark,and that if such royalties were calculated separately, royalties relating to thePatent Rights, Trademark and royalties relating to the DUSA Know-How would lastfor different terms. In light of such considerations and for reasons ofconvenience, the Parties have hereby determined that blended compensation forthe Patent Rights, Trademark and the DUSA Know-How licensed hereunder will applyduring a single royalty term and that the utilization of such blendedcompensation is advantageous to both Parties.     11. Section 4.1 of the License Agreement is hereby deleted in its entirety and replaced
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with the following:4.1.1 Within fifteen (15) days after the end of each calendar month beginningwith March, 2009, River’s Edge shall deliver to DUSA a report, setting forth ina reasonably detailed fashion the total gross unit sales each of the LicensedProducts, total Net Revenues for each of the Licensed Products (including anitemization of the deductions applied to such gross sales to derive such NetRevenues) during the relevant calendar month, and the calculation of the paymentdue thereon, whether during the Fixed Payment Period or the Margin RoyaltyPeriod. Payments during the Margin Royalty Period, as well as the final paymentin the event of a termination of this Agreement, shall be made to DUSA withinforty-five (45) days following the end of each such calendar month (togetherwith a copy of the report for the calendar month stated above). All otherpayments to be made under this Agreement shall be made in accordance with theterms set forth in the applicable Section(s) regarding such payments.Notwithstanding the provision set forth in Section 11.6.2 below, River’s Edgeshall have no obligation to report sales made after transfer of ownership of theDUSA Technology and Trademarks to River’s Edge as provided in Section 3.3. Forclarity, sales made during the month, up to and including the date in which atermination of this Agreement occurs, shall be reported to DUSA and a pro ratedportion of the Fixed Payment or the royalties due for the Margin Royalty Period,as applicable, shall be paid within forty-five (45) days following the end ofthe calendar month in which such termination occurs.4.1.2 Within seventy-five (75) days following the end of each calendar yearduring the Margin Royalty Period, the Parties shall reconcile (true-up) anyadjustments in the last payment of each year for mathematical errors that aredetermined during any year end review.     12. Section 6.1.1 of the License Agreement is hereby deleted in its entirety and replaced withthe following:Until the transfer of the ownership of the DUSA Technology and Trademark toRiver’s Edge as provided in Section 3.3, DUSA shall retain all right, title andinterest in and to the DUSA Technology and the Trademark, subject to the licensegranted to River’s Edge pursuant to Section 2.1.     13. Section 6.3.2 of the License Agreement is hereby deleted in its entirety and replaced withthe following:River’s Edge shall have the first right, but not the duty, to institute,prosecute, and control any action or proceeding with respect to an Infringementbased on any DUSA Technology. If River’s Edge (or its designee) does not secureactual cessation of such infringement or institute an infringement proceedingagainst an offending Third Party within thirty (30) days after a receipt ofevidence of the Infringement, DUSA shall have the right, but not the duty, to
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institute, prosecute, and control any action or proceeding with respect to suchInfringement. The costs and expenses of any such action (including fees ofattorneys and other professionals) shall be borne by the Party instituting theaction, or, if the Parties elect to cooperate in instituting and maintainingsuch action, such costs and expenses shall be borne by the Parties in suchproportions as they may agree in writing. Each Party shall execute allnecessary and proper documents, take such actions as shall be appropriate toallow the other Party to institute, prosecute, and control such Infringementactions and shall otherwise cooperate in the institution and prosecution of suchactions (including, without limitation, consenting to being named as a nominalparty thereto). Any award, damages or other monetary awards recovered (whetherby way of settlement or otherwise) shall be applied first to reimburse bothParties for all costs and expenses incurred by the Parties with respect to suchaction on a pro rata basis and, if after such reimbursement any funds remainfrom such award, they shall be allocated as follows: (i) if DUSA has institutedand maintained such action alone, DUSA shall be entitled to retain suchremaining funds; (ii) if River’s Edge has instituted and maintained such actionalone, River’s Edge shall be entitled to retain such remaining funds, but shallpay DUSA as if such remaining funds constituted Net Revenues made within themonth the funds are received; or (iii) if the Parties have cooperated ininstituting and maintaining such action, the Parties shall allocate suchremaining funds between themselves in the same proportion as they have agreed tobear the expenses of instituting and maintaining such action.     14. Section 6.4 of the License Agreement is hereby deleted in its entirety and replaced withthe following:Infringement Action by Third Parties. In the event of the institution orthreatened institution of any suit by a Third Party against either Party forpatent infringement involving the use, manufacture, sale, offer for sale,distribution or marketing of the Licensed Product or infringement of theTrademark, the Party being sued shall promptly notify the other Party in writingof such suit.     15. Section 6.4.2 of the License Agreement is hereby deleted in its entirety and replaced withthe following:Unless otherwise covered in Sections 6.3.2 or 6.4.1, River’s Edge shall defendany other patent infringement suit instituted by a Third Party against River’sEdge involving the use, manufacture, sale, offer for sale, distribution ormarketing of the Licensed Product after the Effective Date, and for anytrademark infringement suit after the Amendment Date, at its own expense andshall be responsible for all damages incurred as a result thereof. DUSA herebyagrees to assist and cooperate with River’s Edge, at River’s Edge’s reasonablerequest and expense, in the defense of any patent infringement suit related tothe Licensed Product (including, without limitation, consenting to
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being named as a nominal party thereto).     16. Section 6.4.3 of the License Agreement is hereby deleted in its entirety and replaced withthe following:River’s Edge shall be solely responsible for any damages awarded in any patentinfringement suit attributable to the use, manufacture, sale, offer for sale,distribution or marketing of the Licensed Product after the Effective Date, andfor any trademark infringement suit after the Amendment Date.     17. Sections 8.3 and 8.4 of the License Agreement is hereby amended by adding the following:8.3.3 River’s Edge acknowledges that DUSA has disclosed to River’s Edge thenature of the FDA’s concerns regarding association of the use of the Trademarkwith a Licensed Product sold pursuant to DSHEA, and that DUSA has been indiscussions with the FDA regarding a DSHEA labeled product, and that the FDA mayobject to the use of the Trademark in connection with sales of a DSHEA product.DUSA has also disclosed to River’s Edge that there was a stability failure inregard to the release rate of the zinc on its annual lot for 2007 which callsinto question the stability of batches manufactured subsequent to such annualbatch; i.e., 4 additional batches. DUSA is completing its internalinvestigation and is unsure what action FDA may request, which could includethat Sirius Laboratories, Inc. or the manufacturer of Nicomide, Actavis Totowa,Inc., recall those batches of Nicomide. The annual batch from 2007 has expiredbut the other 4 are within date. River’s Edge shall not be responsible for therecall, if required, or any cost or liability associated therewith.8.4.3 DUSA represents and warrants that to the best of its information,knowledge and belief, it has disclosed all possible adverse communications fromthe FDA to or with DUSA and its manufacturer concerning the Licensed Product.     18. Section 10.2.2 of the License Agreement is hereby deleted in its entirety and replacedwith the following: 10.2.2 any tort claims of personal injury (including death) or property damagerelating to or arising out of any storage, use, distribution, sale, offer forsale of Nicomide by DUSA prior to the Amendment Date;     19. Section 10.2.4 of the License Agreement is hereby deleted in its entirety and
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replaced with the following: 10.2.4 any breach of any representation or warranty made by DUSA pursuant toSection 8.1 of this Agreement.     20. Section 11.1 of the License Agreement is hereby deleted in its entirety and replaced withthe following:Term. This Agreement shall become effective as of the Effective Date(and with respect to Sections 3 and 4, the date of First Commercial Sale, ifsuch date is earlier than the Effective Date) and unless earlier terminatedpursuant to any other provisions of this Agreement, including Sections 3.3 or11, shall be effective for a term of thirty (30) months following the AmendmentDate, subject to extension under Section 3.3, but no later than 48 monthsfollowing the amendment date (the “Term”).     21. Section 11.3 of the License Agreement is hereby deleted in its entirety and replaces withthe following:Termination for Challenges. In the event that River’s Edge or any ofits Affiliates or Sublicensees make any request for, or file a declaration of,or undertake any action involving, any interference, opposition, challenges asto ownership, assertions of invalidity or unenforceability, revocation orreexamination relating to any DUSA Technology before any court, agency or othertribunal, then DUSA shall have the right to immediately terminate this Agreementby sending written notice of such termination to River’s Edge. If this Agreementis terminated pursuant to this Section 11.3, River’s Edge shall remain liable toDUSA for any unpaid portion of the compensation due under Sections 3.1 and 3.2(i.e. $5,000,000), and such unpaid portion of such payments shall becomeimmediately due and payable to DUSA in their entirety.     22. Section 11.4 of the License Agreement is hereby deleted in its entirety and replaced withthe following:Cessation of Marketing. If River’s Edge ceases to sell or offer forsale the Licensed Products for any reason, other than an action or documentedrequest by a government agency, River’s Edge shall have the right to terminatethis Agreement on thirty (30) days prior written notice to DUSA; provided,however, that (i) any unpaid portion of the Fixed Payment shall be and remaindue and payable by River’s Edge to DUSA pursuant to the terms of this Agreement,and (ii) if River’s Edge so terminates prior to payment to DUSA of Five MillionDollars ($5,000,000) in the aggregate under this Agreement, then all licensesand rights granted by DUSA to River’s Edge under this Agreement shall terminateand revert back to DUSA. If River’s Edge ceases to sell or offer for sale theLicensed Products due to an action or documented
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request by a government agency, River’s Edge shall have the right to terminatethis Agreement under Section 11.8. In such an event, except for MarginRoyalties due on Licensed Products sold pursuant to Section 3.2, and any prorated Fixed Payment due under Section 4.1.1, nothing further will be due to DUSAfrom River’s Edge under Sections 3.1 and 3.2 after the date River’s Edge ceasesto sell or offer to sale the Licensed Product.     23. Section 11.5 of the License Agreement is hereby deleted in its entirety and replaced withthe following:Effect of Expiration or Termination. If this Agreement is terminated inits entirety by DUSA pursuant to Sections 11.2 or 11.3, by River’s Edge pursuantto Sections 11.4 or 11.8, then subject to in addition to any other remediesavailable at law or in equity: (i) all licenses and rights granted by DUSA toRiver’s Edge under this Agreement shall terminate and revert back to DUSA; (ii)at River’s Edge’s expense, River’s Edge shall promptly return to DUSA allrecords and materials in River’s Edge’s possession or control containing DUSA’sConfidential Information (provided that River’s Edge may keep one (1) copy ofsuch Confidential Information for archival purposes only); (iii) to the extentRiver’s Edge owns or holds any right, title and interest in any trademarks,trade names, and logos under which a Licensed Product has been or is beingmarketed or sold in the Territory, River’s Edge shall retain all such rights;and (iv) all sublicenses granted by River’s Edge under this Agreement shallcontinue in full force and effect in accordance with the terms and conditions ofthe respective sublicense agreements, and River’s Edge will assign to DUSA allsuch sublicense agreements.     24. Section 11.6 of the License Agreement is hereby deleted in its entirety and replaced withthe following:11.6.1 Termination, relinquishment or expiration of this Agreement for anyreason shall be without prejudice to any rights that shall have accrued to thebenefit of any Party prior to such termination, relinquishment or expirationincluding, without limitation, any payment obligations under Sections 3 and 4and any and all damages arising from any breach hereunder.11.6.2 In addition to the provisions of this Agreement which expressly surviveas set forth elsewhere in this Agreement, all of the Parties’ rights andobligations under, and/or the provisions contained in, Sections 1, 3, 4, 5, 6.4,7, 9, 10, 11.2-11.8, 13.3, 13.5, 13.6, 13.8, 13.11, 13.13, 13.15 shall survivethe expiration, termination, or relinquishment of this Agreement.     25. Section 11.8 of the License Agreement is added as the following:Termination by Notice. Subject to Sections 3, 11.4, 11.5 and 11.6, andnotwithstanding any other provision of this Section 11, River’s Edge shall havethe right to terminate this Agreement during the Margin Royalty Period
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upon thirty (30) days prior written notice to DUSA.     26. All references in this Amendment, to the singular shall include the plural and vice versa,in this Amendment, unless the context requires otherwise. References to a Licensed Product in theLicense Agreement shall include Licensed Products as defined in this Amendment, unless the contextclearly indicates otherwise. All other terms and conditions of the License Agreement shall remainunchanged and in full force and effect.     27. This Amendment shall not constitute a waiver or modification of any of the Parties’ rightsand remedies or of any of the terms, conditions, warranties, representations, or covenantscontained in the License Agreement, except as specifically set forth above, and each Party herebyreserves all of its rights and remedies pursuant to the License Agreement and applicable law.     28. This Amendment may be executed in counterparts, each of which, when taken together, shallbe deemed to be one and the same instrument.     **IN WITNESS WHEREOF**, the Parties have executed and delivered this Amendment to LicenseAgreement as of the date first written above.      **DUSA Pharmaceuticals, Inc.**