This Agreement (“Agreement”) made effective as of this 1st day of December, 2008 (the “Effective Date”),
between DUSA Pharmaceuticals, Inc., a New Jersey corporation (“DUSA”) and D. Geoffrey Shulman, MD,
FRCPC (“Dr. Shulman”).
WHEREAS, pursuant to the terms of an Employment Agreement dated March 20, 1997, (the “Employment
Agreement”) Dr. Shulman currently serves as the Chief Strategic Officer and the Chairman of the Board of
Directors of DUSA (the “Board”).
WHEREAS, in light of Dr. Shulman’s current health issues and other circumstances, DUSA desires to
terminate the Employment Agreement and DUSA and Dr. Shulman desire to enter into this Agreement to set
forth and describe the terms and conditions under which Dr. Shulman will accept the severance payment under
his Employment Agreement and continue providing services to DUSA as a part-time consultant, and the parties
intend that this Agreement supersede any and all other existing agreements between DUSA and Dr. Shulman
unless specifically provided for in this Agreement.
NOW THEREFORE, in consideration of the mutual covenants and promises, the parties agree as follows:
1. Services : DUSA and Dr. Shulman agree that, as of the Effective Date, Dr. Shulman shall provide consulting
services to DUSA and shall resign from management activities and, in particular, from his position as the Chief
Strategic Officer of DUSA. Dr. Shulman agrees to devote his best efforts to perform services (health
permitting) for up to thirty-three (33) hours per month to further the goals of DUSA, to consult on matters as
requested by the Chief Executive Officer of DUSA from time to time, to monitor the dermatology community
with respect to photodynamic therapy and photodetection technologies and products and other issues of
interest to DUSA, to participate in science-related company meetings and attend medical conferences as
requested by DUSA with reasonable advance notice, and take on s