Nominating and Corporate Governance Committe Charter

DUSA PHARMACEUTICALS, INC.
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER

Adopted on February 27, 2004

I. Purpose: The Nominating and Corporate Governance Committee (this "Committee")
shall (a) identify individuals qualified to become members of the Board of Directors of DUSA
Pharmaceuticals, Inc. (the "Company"), (b) select the director nominees for the next annual meeting of
shareholders, (c) develop and recommend to the Board of Directors a set of corporate governance
principles, and (d) assist the Board of Directors in complying with its corporate governance principles.
This Committee is committed to ensuring that (i) the nominees for membership on the Board of
Directors are of the highest possible caliber and are able to provide insightful, intelligent and effective
guidance to the management of the Company and (ii) the governance of the Company is in full
compliance with law, reflects generally accepted principles of good corporate governance, encourages
flexible and dynamic management without undue burdens and effectively manages the risks of the
business and operations of the Company.

II. Composition: The membership of this Committee shall consist of not less than three
directors, all of whom shall be independent and appointed annually by the Board of Directors.
Independence for membership purposes shall be established in accordance with rules promulgated by
the Securities and Exchange Commission and the NASDAQ stock market. Given the leadership
significance of this Committee, it is anticipated that most members will have been members of the
Board of Directors for at least one year before appointment to this Committee.

A Director may be removed from this Committee by the Board. A Director may resign as a
member of the Committee upon notice to the Secretary of the Company and the Chairman of the Board.

The Committee shall appoint the Chairperson of the Committee at its first meeting after each
annual meeting of the shareholders.

III. Goals and Responsibilities: This Committee's goals and responsibilities shall be:

(a) Identification of the requisite skills and characteristics to be found in individuals qualified
to serve as members of the Board of Directors and utilization of such criteria in this
Committee's selection of new director candidates. As part of this process, this Committee
shall strive to achieve a Board of Directors of individuals from diverse educational and
professional experiences and backgrounds who, collectively, can provide meaningful
counsel to management. In making its selection, this Committee will consider, among
others, submissions from shareholders in accordance with the DUSA Pharmaceuticals,
Inc. Director Nomination Process and shall evaluate all candidates for director by the
same criteria irrespective of the source of such nominees. This Committee will conduct
appropriate and necessary inquiries into the background and qualifications of possible
candidates, and shall recruit qualified individuals when necessary.

(b) Oversight of the evaluation of the Board of Directors and management. In this regard the
Committee shall, without limitation,

(i) Evaluate, and report to the Board of Directors, on the effectiveness of the Board
of Directors (as a whole) and each Committee of the Board of Directors (as a
whole) including, this Committee.

(ii) Upon request, or as required as it relates to corporate governance, review the
performance, qualification or other related issues concerning Board members.

(iii) Review with the Chief Executive Officer the succession plans relating to officers
of the Compan

(iv) Review the functions of the officers of the Company.

(v) Develop and recommend to the Board of Directors a set of corporate governance
guidelines;

(vi) At least bi-annually review, and recommend to the Board of Directors appropriate
changes to, the certificate of incorporation, by-laws, this charter and the charters of
the other committees of the Board of Directors, the Code of Ethics Applicable to
Senior Officers, the Business Code of Ethics Policy and other corporate
governance-related documents. Such review shall consider, without limitation:

(A) The structure, duties, size, membership and functions of the Board of
Directors and its Committees.
(B) The format and frequency of meetings of the Board of Directors and its
Committees.

(vii) Review any actual, apparent, alleged or potential violations of the Code of Ethics
Applicable to Senior Officers.

(viii) Keep informed as to current requirements and trends in corporate governance to
ensure that the Company is fully compliant with law and cognizant of corporate
governance "best practices."

(c) Recommendation to the Board of Directors of director nominees for each Committee and
each Committee chair;

(d) Reporting of its activities to the Board.

(e) Performance of such other responsibilities as may be delegated to it by the Board of
Directors.

Except as noted above, this Committee shall perform each of its goals and responsibilities at least
every two (2) years.

V. Committee Powers: This Committee shall have the following powers:

(a) The sole power to retain and terminate any search firm to be used to identify director
candidates, including the authority to approve the search firm's fees and other retention
terms. Any such consultant shall report directly to this Committee.

(b) To obtain advice and assistance from internal or external legal, accounting or other
advisors, at the Company's expense, and to have direct access to such advisors without
the presence of any officer of the Company.

(c) To interview and meet with any employee of the Company without the presence of any
officer of the Company.

(d) To form and delegate authority to subcommittees.

(e) Such other powers as may be necessary or appropriate to fulfill its purposes.

VI. Meetings: This Committee shall meet at least annually, or more frequently as
circumstances dictate. A majority of the members of this Committee shall constitute a quorum for the
transaction of business. The agenda of each Committee meeting shall be established by the Chairperson
with the assistance of appropriate members of management. Each Committee member is free to suggest
the inclusion of items on the agenda. Each Committee member is free to raise at any Committee
meeting subjects that are not on the agenda for that meeting.