EX-10.B: MASTER SERVICE AGREEMENT DATED 10/4/2001

Exhibit 10(b)

Note: Certain portions of this document have been marked “[c.i.]” to indicate that confidential treatment has been requested for this confidential information. The confidential portions have been omitted and filed separately with the Securities and Exchange Commission.

MASTER SERVICE AGREEMENT

This Master Service Agreement, (the “Master Agreement”) effective June 15th 2001 (the “Effective Date”), is made by and between DUSA Pharmaceuticals, Inc., with corporate offices located at 25 Upton Drive, Wilmington, Massachusetts 01887 (hereinafter “DUSA”) and Therapeutics Inc., with corporate offices located at 4180 La Jolla Village Drive, Suite 255, La Jolla, California 92037 (hereinafter “THERAPEUTICS”).

WHEREAS, DUSA and THERAPEUTICS desire to enter into this Master Agreement to provide the terms and conditions upon which DUSA may engage THERAPEUTICS from time-to-time for the purpose of managing the clinical development of DUSA’s new products in the field of dermatology, and other related services or projects by executing individual Work Orders (as defined below) specifying the details of the service and the related terms and conditions.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each party, DUSA and THERAPEUTICS agree as follows:

2

3

4

5

6

5.     Work Order Compensation (a) Unless otherwise agreed in a particular Work Order, the following shall apply with respect to all payments by DUSA for Services under a Work Order:

7

8

These obligations shall continue beyond the termination of this Master Agreement and shall be binding upon THERAPEUTICS’ assignees, administrators, subcontractors and other legal representatives.

THERAPEUTICS will permit representatives of DUSA and/or any authorized regulatory authorities to have access at reasonable times to clinical/laboratory facilities at THERAPEUTICS’ premises for the purpose of observing performance of the Services and/or reviewing resulting data.

9

Pursuant to any Protocol attached to any Work Order, THERAPEUTICS agrees throughout the duration of this Master Agreement, to promptly notify DUSA of any information concerning any serious or unexpected event or injury, and the severity thereof, associated with the clinical uses, studies, investigations or tests, whether or not determined to be attributable to any Study Drug or Study Device.

Project results may not be published or publicly disclosed to, in whole or in part, by THERAPEUTICS or its affiliates without the prior express written consent of DUSA.

10

In the event either party shall be delayed or hindered in or prevented from the performance of any act required hereunder by reasons of strike, lockouts, labor troubles, inability to procure materials, failure of power or restrictive government or judicial orders, or decrees, riots, insurrection, war, acts of God, inclement weather or other similar reason or cause beyond that party’s control (not including the inability of a party’s software to perform data-dependent calculations properly), then performance of such act (except for the payment of money owed) shall be excused for the period of such delay; provided, however, if such delay continues in excess of eight (8) weeks, either party may terminate the affected Work Order(s) without penalty under any Work Order, except that DUSA shall be obligated to pay THERAPEUTICS (a) all reasonable direct fees earned under this Master Agreement or the terminated Work Order(s) up to the effective date of termination in accordance with the terms of the terminated Work Order(s), (b) all reasonable non-cancelable costs incurred in connection with the terminated Work Order(s) to the dated of termination, and (c) the payment described in Section 3(i) of this Master Agreement.

Whenever any notice is to be given pursuant to this Master Agreement, it must be in writing using first class certified mail, return receipt requested, nationally recognized overnight carrier, or facsimile, postage prepaid to the addresses set forth below:

11

Such notice shall be effective five days after deposit if sent by mail, the next business day if sent by overnight carrier and upon receipt of electronic confirmation of delivery if sent by facsimile.

THERAPEUTICS shall perform all work under this Master Agreement and any Work Order in conformity with all applicable federal, state and local laws and regulations including but not limited to the Act and the regulations promulgated pursuant thereto, as amended from time to time, and with the standard of care customary in the contract research organization industry. For purposes of DUSA providing the FDA with certification pursuant to Section 306(k) of the Act, THERAPEUTICS warrants that no person (including Investigators, sub-investigators or any other person working under the supervision of THERAPEUTICS) performing Services pursuant to this Master Agreement or any Work Order has been debarred or convicted of crimes pursuant to Sections 306(a) and (b) of the Act. THERAPEUTICS agrees to notify DUSA immediately upon THERAPEUTICS’ learning of the occurrence of any such debarment, conviction, or inquiry relating to a potential debarment, of any person performing Services pursuant to this Master Agreement or any Work Order and agrees that said person shall be immediately prohibited from performing Services under this Master Agreement or any Work Order.

DUSA represents that it shall not request THERAPEUTICS to perform assignments or tasks that violate any applicable law or regulation.

If any governmental or regulatory authority conducts or gives notice to THERAPEUTICS of its intent to conduct an inspection of THERAPEUTICS or at any study site or take any other regulatory action with respect to the Services provided under this Master Agreement or any Work Order, THERAPEUTICS shall (a) cooperate with DUSA and reasonably act to obtain the cooperation of any Investigators; (b) provide DUSA prior notice of any inspection or other regulatory action; (c) allow DUSA the right to be present at any such inspection. DUSA shall have primary responsibility of preparing any responses which may be required; and the sole opportunity to challenge any order of a regulatory or governmental activity affecting its IND,

12

NDA, or any Project. If THERAPEUTICS has attempted to comply with the provisions of this Paragraph but is nevertheless required by a governmental or regulatory authority to comply with their demand or request, then compliance by THERAPEUTICS shall not cause a breach of this Master Agreement.

Each of THERAPEUTICS and DUSA represents that it maintains and will continue in force during the Initial Term or any renewal term of this Master Agreement, at its sole cost and expense, the insurance listed below. Each party shall provide to the other certificates of insurance evidencing the insurance required hereunder and will provide prompt written notice to other party prior to any cancellation of such coverage or material change in such coverage.

13

This Master Agreement and each Work Order may not be assigned by either party without the other’s prior written consent, which consent shall not be unreasonably withheld; provided, however, that DUSA may assign this Master Agreement without consent to any successor in interest by merger, consolidation, recapitalization, or sale of substantially all of its assets or a majority of the control of its common stock.

For purpose of this Master Agreement, the relationship between the parties is that of an independent contractor and neither party shall have the authority to bind or act on behalf of the other party without its prior written consent. Nothing contained in the Master Agreement shall be construed to create the relationship of principal and agent or employer and employee between DUSA and THERAPEUTICS, or their respective employees, servants, agents or independent contractors.

If a particular Work Order obligates THERAPEUTICS to contract with an Investigator(s) or investigative site then any such contract shall be on a form mutually acceptable to THERAPEUTICS and DUSA, and any material changes to such form shall require prior approval by DUSA. DUSA will be responsible for promptly reviewing, commenting on and/or approving such form contracts and proposed changes.

THERAPEUTICS shall not issue any information or statement to the press or public relating to the results of any Study without the prior written consent of DUSA. Neither party shall use the name or trademarks of the other party in any announcement, publication or promotional material or in any form of public distribution without the prior written consent of the other party, except as required by applicable law, any court or administrative order or any Work Order.

THERAPEUTICS represents that (a) it has the right and authority to enter into this Master Agreement and to perform the Services required pursuant to each Work Order; (b) the person executing this Master Agreement has the authority to do so; and (c) THERAPEUTICS is not a party to any existing agreement or arrangement that would prevent THERAPEUTICS from entering into this Master Agreement or would adversely affect THERAPEUTICS’ performance under this Master Agreement. These representations will also apply with respect to the execution of each Work Order by THERAPEUTICS.

14

If any provision of this Master Agreement or any Work Order shall be deemed void in whole or in part for any reason whatsoever, the remaining provisions shall remain in full force and effect.

The waiver or forbearance by either party or the failure by either party to claim a breach of any provision of this Master Agreement or Work Order shall not be deemed to constitute a waiver or estoppel with respect to any subsequent breach or with respect to any provision thereof.

This Master Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey.

The descriptive heading of the Master Agreement sections are inserted for convenience only and shall not control or affect the meaning or construction of any provision hereof.

The Master Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns. THERAPEUTICS shall not have the right to assign the Master Agreement or any of the rights or obligations hereunder without the prior written consent of DUSA, provided that such consent shall not be unreasonably withheld.

This Master Agreement and each Work Order represents the entire understanding of the parties with respect to the subject matter hereof. Any modification to this Master Agreement or any Work Order must be in writing and signed by both parties.

IN WITNESS WHEREOF, the parties hereto have executed this Master Agreement on the day and year written below.

15

EXHIBIT 1

SAMPLE
Work Order ____

This Work Order (“Work Order”) is entered to and becomes, upon execution by both parties below, a part of the Master Services Agreement (the “Master Agreement”) between such parties dated June 1, 2001, and sets forth the specific terms and conditions relating to the Services listed below:

Attached hereto and incorporated herein as a part of this Work Order is a project description for Levulan® identified as the Proposal, THERAPEUTICS Project Number “               ” dated                .

The Project description shall also include any attachments including the Protocol entitled: “                                   ” and supplement thereto specifically referenced in the project description, and any amendments that are agreed to by the parties in writing.

THERAPEUTICS shall conduct the Services required by the project description and any amendments thereto. Except as otherwise provided by this Work Order, THERAPEUTICS shall follow the procedures and methodology, and shall observe and comply with the schedules, specified in the project description and any Change Orders thereto.

{Insert starting and ending dates.} The Project will commence on                 and be completed on                     .

Services currently requested for warts include:

Upon completion of the Services under this Work Order, will THERAPEUTICS be eligible to receive the bonuses provided for in Section 4(c) of the Master Agreement (check one of the following):

                       YES

                       NO

4.      Payment Terms and Payment Schedule {Insert specific description of payment schedule, or you can attach it and refer to it in this section.}

In any event, total payments under this Work Order shall not exceed US$     without DUSA’s prior written approval.

THERAPEUTICS has assigned a full staff who are appropriately trained individuals with experience in conducting and managing the Services that are described in this Work Order.

         Names of people assigned and hourly rates (if applicable):

THERAPEUTICS’ execution and return of one copy of this Work Order and any attachments hereto shall constitute authorization for THERAPEUTICS to conduct the Study or Services described herein.

2

IN WITNESS WHEREOF, the parties hereto have caused this Work Order to be executed by their respective authorized representatives to be effective as of the date last below written.

3

EXHIBIT 2

CHANGE ORDER FORM

Description of Modification: {Insert specific description, or attach detail and refer to it in this section.}

AGREED TO, ACKNOWLEDGED, AND ACCEPTED BY:

The parties have caused this Change Order to be executed under seal in duplicate by their duly authorized representatives, and entered into as of the date of the last party below to execute.

EXHIBIT 3

FACTORS FOR CALCULATION OF MINIMUM MONTHLY FEE

EXHIBIT 4
Representations and Warranties for Stock Issuances

         Representations and Warranties of the Undersigned. To induce the Company to make this stock grant, the undersigned hereby represents and warrants to the Company that:

                  (a) the undersigned, if an individual, has reached the age of majority in the jurisdiction in which he resides, is a bona fide resident of the jurisdiction contained in the address set forth on the signature page of this Representation Letter, is legally competent to execute this Representation Letter, does not intend to change residence to another jurisdiction and is not a resident of Canada;

                  (b) the undersigned, if an entity, is duly authorized to execute this Representation Letter and this Representation Letter, when executed and delivered by the undersigned, will constitute a legal, valid and binding obligation enforceable against the undersigned in accordance with its terms; and the execution, delivery and performance of this Representation Letter and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate or other necessary action on the part of the undersigned;

                  (c) the Shares being granted hereby are being acquired by the undersigned for investment purposes only, for the account of the undersigned and not with the view to any resale or distribution thereof, and the undersigned is not participating, directly or indirectly, in a distribution of such Shares and will not take, or cause to be taken, any action that would cause the undersigned to be deemed an “underwriter” of such Shares as defined in Section 2(11) of the Act;

                  (d) the undersigned has had access to all materials, books, records, documents and information relating to the Company which the undersigned has requested, and has been able to verify the accuracy of the information contained therein;

                  (e) the undersigned acknowledges and understands that investment in the Shares involves a high degree of risk, including without limitation, the risks set forth in the Company's filings with the Securities and Exchange Commission from time to time;

                  (f) the undersigned acknowledges that the undersigned has been offered an opportunity to ask questions of, and receive answers from, officers of the Company concerning all material aspects of the Company and its business, and that any request for such information has been fully complied with to the extent the Company possesses such information or can acquire it without unreasonable effort or expense;

                  (g) the undersigned has such knowledge and experience in financial and business matters that the undersigned is capable of evaluating the merits and risks of an investment in the Company and can afford a complete loss of his investment in the Company;

                  (h) the undersigned has not relied upon any representations or other information (whether oral or written) from the Company, other than as set forth herein and no oral or written representations have been made or oral or written information furnished to the undersigned or its advisors, if any, in connection with the Stock Grant for the Shares;

                  (i) the undersigned recognizes that no governmental agency has passed upon or endorsed the merits of the issuance of the Shares or made any finding or determination as to the fairness of this transaction;

                  (j) the undersigned is not receiving the Shares as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or meeting to which the public was invited;

                  (k) the undersigned is an “Accredited Investor” as that term is defined in Section 501(a) of Regulation D promulgated under the Act. Specifically the undersigned is (check appropriate item(s)):

                           (i) a bank as defined in Section 3(a)(2) of the Act, or a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; a broker or dealer registered pursuant to Section 15 of the Exchange Act; an insurance company as defined in Section 2(13) of the Act; an investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act; a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) of (d) of the Small Business Investment Act of 1958; a plan established and maintained by a state, its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000, an employee benefit plan within the meaning of the Employment Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment advisor, or if the employee benefit plan has total assets in excess of $5,000,000, or if a self-directed plan, with investment decisions made solely by persons that are Accredited Investors;

                           (ii) a private business development company as defined in Section 202(a)(22) of the investment Advisers Act of 1940;

                           (iii) an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring Shares, with total assets in excess of $5,000,000;

                           (iv) a director or executive officer of the Company;

                           (v) a natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of his or her purchase exceeds $1,000,000;

                           (vi) a natural person who had an individual income (not including his or her spouse’s income) in excess of $200,000 in 1998 and 1999 or joint income with his or her spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching such income level in 2000;

                           (vii) a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring Shares, whose purchase is directed by a person having such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks entailed in the purchase of Shares; or

                           (viii) an entity in which all of the equity owners are Accredited Investors. (If this alternative is checked, the undersigned must identify each equity owner and provide statements signed by each demonstrating how each is qualified as an Accredited Investor.)

(l)  the undersigned certifies that the representations set forth herein concerning the undersigned are true and correct as of the date hereof.

2

EXHIBIT 5

GUIDELINES FOR CERTAIN BUDGETS

2