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Nominating and Corporate Governance Committee 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 Company

(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.