EXHIBIT 10
C.I. = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
SUPPLY AND LICENSE AGREEMENT
This Supply and License Agreement (hereinafter referred to as this "AGREEMENT") is entered into by and
among
DUSA Pharmaceuticals, Inc.,
a company duly organized and existing under the laws of New Jersey, having its principal office at 25 Upton
Drive, Wilmington, Massachusetts 01887,
United States
- hereinafter referred to as "DUSA" -
medac Gesellschaft fur klinische Spezialpraparate mbH, a company duly organised and existing under the laws of
Germany, having its registered office at Fehlandtstrasse 3, 20354 Hamburg, Germany
- hereinafter referred to as "MEDAC" -
photonamic GmbH & Co. KG,
a company duly organised and existing under the laws of Germany, having its registered office at Fehlandtstrasse
3, 20354 Hamburg, Germany
- hereinafter referred to as "PHOTONAMIC" -
hereinafter individually and collectively referred to respectively as a "Party" and the "Parties"
WHEREAS DUSA and MEDAC entered into a Supply Agreement dated December 30, 2002, (the "Former
Supply Agreement'"), which the Parties to wish to terminate and supercede with this Agreement; and
WHEREAS contemporaneously with the execution of the Supply Agreement, DUSA and PHOTONAMIC
entered into a License and Development Agreement dated December 30, 2002 (the "License Agreement"),
which the Parties wish to terminate, except as provided in this Agreement; and
WHEREAS MEDAC directly or indirectly through a third party manufactures API, as defined below; and
WHEREAS, DUSA is entitled to purchase the API from MEDAC under the terms and conditions set forth in the
Former Supply Agreement as superceded by this AGREEMENT and MEDAC is willing to supply the API to
DUSA on such terms and conditions.
NOW, THEREFORE, in consideration of the mutual covenants and t