AMENDED AND RESTATED ASSIGNMENT AGREEMENT
This Amended and Restated Assignment Agreement dated as of the 16th day of April, 1999 by and between
DUSA Pharmaceuticals, Inc. (formerly known as Deprenyl USA, Inc.) ("DUSA"), Draxis Health, Inc. (formerly
known as Deprenyl Research Limited ("Draxis") and PARTEQ Research and Development Innovations
WHEREAS, DUSA, Draxis, and PARTEQ (hereinafter sometimes referred to as the "Parties") entered into an
Assignment Agreement dated as of October 7, 1991; and
WHEREAS it is in the Parties interests to amend such Assignment Agreement to reflect the terms and conditions
of the Amended and Restated License Agreement between DUSA and PARTEQ which revised the License
Agreement among the Parties (attached to the Assignment Agreement as Schedule "A").
NOW, THEREFORE, in consideration of the covenants, conditions and undertakings set forth in this
Amendment which is hereby acknowledged, it is agreed by and among the Parties that the following language
shall amend and restate the Assignment Agreement as follows:
1.1 "Amended and Restated License Agreement" as used herein, shall mean that agreement entered into by and
between PARTEQ and DUSA effective as of March 11, 1998, a copy of which is attached hereto as Schedule
1.2 "Effective Date" shall mean the date written above.
1.3 "Technology" means any and all inventions, developments, discoveries, data and all other tangible and
intangible information relating to the Invention and the development and commercialization of same discovered,
developed or acquired by or on behalf of DUSA during the term of this Agreement ad which DUSA has a right
1.4 "Territory," as used herein, shall mean Canada.
1.5 All other captalized terms used in this Amended and Restated Assignment Agreement shall have the meanings
set forth in the Amended and Restated License Agreement.
2. Assignment and Consent
2.1 Subject to and in accordance with the terms and condi