Audit Committee Charter

AMENDED CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF DUSA PHARMACEUTICALS, INC.

ARTICLE I.
PURPOSE
The purpose of the Audit Committee of the Board of Directors (the "Committee") of DUSA
Pharmaceuticals, Inc. ("DUSA") is to oversee the accounting and financial reporting processes
and audits of the financial statements and to act as a liaison between the Board of Directors (the
"Board") and the outside independent auditors.

ARTICLE II.
RESPONSIBILITIES
The Committee's function shall be one of oversight and review. It is not expected to control
DUSA's accounting practices or to define the standards to be used in the preparation of DUSA's
financial statements. The Committee shall be responsible for the following:
1. Selecting and replacing the independent auditor (subject, if applicable, to
shareholder ratification). The Committee shall be directly responsible for the compensation and
oversight of the work of the independent auditor (including resolution of disagreements between
management and the independent auditor regarding financial reporting) for the purpose of
preparing or issuing an audit report or related work. The independent auditor shall report directly
to the Committee, unless National Association of Securities Dealers ("NASD") or the Securities
and Exchange Commission (the "Commission") requirements dictate otherwise. The Committee
shall also be responsible for selecting, replacing, compensating and overseeing the work of any
other registered public accounting firm engaged for the purpose of preparing or issuing an audit,
review or related work.
2. Reviewing with the outside auditors, the internal auditors, if any, and
management the unaudited quarterly financial statements, the planning and scope of the audits of
the financial statements, and the results of those audits.
3. Reviewing with the outside auditors, the internal auditors, if any, and
management the adequacy of internal accounting controls.
4. Reviewing and discussing quarterly reports from the independent auditors on:
(a) All critical accounting policies and practices to be used;
(b) All alternative treatments of financial information within generally
accepted accounting principles that have been discussed with management, ramifications
of the use of such alternative disclosures and treatments, and the treatment preferred by
the independent auditor; and
(c) Other material written communications between the independent auditor
and management, such as any management letter or schedule of unadjusted differences.
5. Obtaining from the outside auditors a formal written statement, consistent with
Independence Standards Board Standard 1, delineating all relationships between DUSA and the
auditors, engaging in a dialogue with the outside auditors regarding any disclosed relationships,
and taking, or recommending that the Board take, appropriate action to oversee the independence
of the outside auditors.
6. Reviewing and reassessing the adequacy of this Charter on an annual basis and
proposing appropriate amendments to the Board for its consideration.
7. Monitoring other corporate and financial policies as requested by the Board.
8. Investigating any matter brought to its attention, with the power and authority to
retain and compensate counsel and/or other experts for this purpose.
9. Preapproving all auditing services and permitted non-audit services to be
performed for the Company by its independent auditor, subject to the de minimis exceptions for
non-audit services described in Section 10A(i)(1)(B) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") which are approved by the Audit Committee prior to the
completion of the audit. The Audit Committee may form and delegate authority to
subcommittees consisting of one or more members when appropriate, including the authority to
grant preapprovals of audit and permitted non-audit services, provided that decisions of such
subcommittee to grant preapprovals shall be presented to the full Audit Committee at its next
scheduled meeting.
10. Discussing with the independent auditor the matters required to be discussed by
Statement on Auditing Standards No. 61 relating to the conduct of the audit, including any
difficulties encountered in the course of the audit work, any restrictions on the scope of activities
or access to requested information, and any significant disagreements with management.
11. Ensuring the rotation of the independent auditor personnel as required by law or
regulation.
12. Obtaining from the independent auditor assurance that Section 10A(b) of the
Exchange Act has not been implicated.
13. Establishing procedures, as required by the Commission or the NASD, for the
receipt, retention and treatment of complaints received by the Company regarding accounting,
internal accounting controls or auditing matters, and the confidential, anonymous submission by
employees of concerns regarding questionable accounting or auditing matters.
14. Reviewing and approving all related party transactions of the Company.
15. Reviewing disclosures made to the Committee, if any, by the Company's Chief
Executive Officer and Chief Financial Officer during their certification process for the annual
report on Form 10-K and quarterly report on Form 10-Q about any significant deficiencies in the
design or operation of internal controls or material weaknesses therein and any fraud involving
management or other employees who have a significant role in the Company's internal controls.
16. Reviewing and discussing any reports concerning material violations submitted to
the Committee by the Company's counsel pursuant to the Commission's attorney professional
responsibility rules.

ARTICLE III.
COMPOSITION AND INDEPENDENCE
The Committee shall be composed of at least three (3) independent directors, recommended for
membership by the Nominating and Corporate Governance Committee, as defined by the rules of
the NASD. Each member of the Committee shall be able to read and understand fundamental
financial statements as required by the NASD. At least one (1) member of the Committee shall
be an Audit Committee Financial Expert, or have the financial expertise required by the NASD
and the Commission. If no such Audit Committee Financial Expert serves on the Committee,
DUSA shall disclose why no such Audit Committee Financial Expert serves on the Committee,
as specified by the NASD or Commission requirements. The Committee members shall select a
Chairman from among the members who shall preside over meetings of the Committee
consistent with the provisions of DUSA's By-laws. The Chairman shall maintain regular liaison
with senior management and the internal and outside auditors as he or she determines is
necessary or appropriate.

ARTICLE IV.
MEETINGS AND REPORTS
The Committee shall meet on a regular basis, but no less than quarterly, and may ask members of
management or others to attend such meetings to provide pertinent information, as necessary. A
quorum shall be declared when a majority of the appointed members of the Committee are in
attendance.
The Committee shall report to the full Board on a quarterly basis with respect to its activities and
its recommendations. The Committee shall report to the shareholders, once each year, in
DUSA's proxy statement for its annual meeting. The report to shareholders shall include the
information required by Regulation S-K, Item 306 of the Exchange Act.

ARTICLE V.
RESOURCES AND AUTHORITY
The Committee shall have the authority, to the extent it deems it necessary or appropriate, to
retain, compensate and terminate independent legal, accounting or other advisors without the
approval of Board or management of the Company.
Adopted as of February 27, 2004