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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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SCHEDULE TO
TENDER OFFER STATEMENT
UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)

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DUSA PHARMACEUTICALS, INC.
(Name of Subject Company)

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CARACO ACQUISITION CORPORATION
(Name of Filing Person (Offeror))
a wholly-owned subsidiary of

CARACO PHARMACEUTICAL LABORATORIES, LTD.
(Name of Filing Person (Parent of Offeror))

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SUN PHARMA GLOBAL, INC.
(Name of Filing Person (Other Person))

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SUN PHARMACEUTICAL INDUSTRIES LIMITED
(Name of Filing Person (Other Person))

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DILIP S. SHANGHVI
(Name of Filing Person (Other Person))

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COMMON STOCK, NO PAR VALUE PER SHARE
(Title of Class of Securities)
266898105
(CUSIP Number of Class of Securities)
Mukul Rathi
Caraco Acquisition Corporation
1150 Elijah McCoy Drive
Detroit, MI 48202
Telephone: (313) 871-8400
(Name, address and telephone number of person authorized
to receive notices and communications on behalf of filing persons)
with copies to:
Fred B. Green, Esq.
Bodman PLC
1901 St. Antoine Street
6^th Floor at Ford Field
Detroit, MI 48226
Tel: (313) 259-7777 Fax: (313) 393-7579

CALCULATION OF FILING FEE

(1)

Estimated for purposes of calculating the filing fee only. The transaction valuation was calculated by adding the sum of (i) 25,027,683 shares of common stock, no par value, of DUSA Pharmaceuticals, Inc. outstanding multiplied by the offer price of $8.00 per share, (ii) 2,310,874 shares of common stock issuable pursuant to outstanding options multiplied by the offer price of $8.00 per share less $4.13, which is the weighted average exercise price of outstanding options, (iii) 1,549,000 outstanding restricted shares multiplied by the offer price of $8.00 per share, and (iv) 1,145,259 shares of common stock issuable pursuant to outstanding warrants multiplied by the offer price of $8.00 per share less $2.85, which is the exercise price of outstanding warrants. The calculation of the filing fee is based on information provided by DUSA Pharmaceuticals, Inc. as of November 8, 2012.

(2)

The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934 by multiplying the transaction value by 0.00013640.

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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

   

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        This Amendment No. 5 (this "Amendment") amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on November 21, 2012 (which, together with this Amendment, Amendment No. 1 filed on November 29, 2012, Amendment No. 2 filed on December 3, 2012, Amendment No. 3 filed on December 5, 2012, Amendment No. 4 filed on December 13, 2012 and any subsequent amendments and supplements thereto, collectively constitute this "Schedule TO"). This Schedule TO relates to the tender offer by Caraco Acquisition Corporation, a New Jersey corporation (the "Purchaser") and a wholly owned subsidiary of Caraco Pharmaceutical Laboratories, Ltd., a Michigan corporation ("CPL") and subsidiary of Sun Pharmaceutical Industries Limited, an Indian corporation ("Sun Pharma"), for all of the outstanding shares of common stock, no par value per share ("Shares"), of DUSA Pharmaceuticals Inc., a New Jersey corporation ("DUSA"), at a price of $8.00 per share net to the seller thereof in cash, without interest thereon and less any applicable withholding taxes, upon the terms and conditions set forth in the offer to purchase dated November 21, 2012 (as it may be amended or supplemented from time to time, the "Offer to Purchase"), a copy of which is attached as Exhibit (a)(1)(A), and the related letter of transmittal (as it may be amended or supplemented from time to time, the "Letter of Transmittal"), a copy of which is attached as Exhibit (a)(1)(B), which collectively constitute the "Offer." CPL is owned by Sun Pharma Global, Inc., a corporation organized under the laws of the British Virgin Islands ("Sun Global"), and Sun Pharma. Sun Global is wholly owned by Sun Pharma. Dilip S. Shanghvi is the controlling shareholder of Sun Pharma.

        All the information set forth in the Offer to Purchase is incorporated by reference herein in response to Items 1 through 12 of this Schedule TO, except those items as to which information is specifically provided herein. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Offer to Purchase.

        This Amendment is being filed to amend and supplement Items 11 and 12 as reflected below.

Item 11.    

        The Offer to Purchase and Item 11 of the Schedule TO, to the extent such Item incorporates by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as follows:

        Section 16—"Certain Legal Matters; Regulatory Approvals" of the Offer to Purchase is hereby amended and supplemented by adding the following new paragraph to the end of the sub-section captioned "Legal Proceedings":

        "On December 14, 2012, Gardy & Notis, LLP, counsel for the plaintiffs of the following shareholder class action complaints captioned: (i) Stein v. DUSA Pharmaceuticals, Inc. et al., Docket No. C-97-12, (ii) Hagan v. DUSA Pharmaceuticals, Inc. et al., Docket No. C-96-12, (iii) Dharna v. DUSA Pharmaceuticals, Inc. et al., Docket No. C-98-12, (iv) Bello v. Doman et al., Docket No. C- (currently L-2688-12), and (v) Bourne v. DUSA Pharmaceuticals, Inc. et al., faxed a letter to the court before whom all of these cases are pending, informing the court of an agreement between the plaintiffs, DUSA, the Individual Defendants, Purchaser and Sun Pharma in principle to settle the foregoing captioned shareholder class actions and a related action filed in state court in Massachusetts whereby the defendants supplemented their respective federal securities filings related to the Offer and the Merger. By agreeing to the settlement, the defendants are not admitting any wrongdoing and maintain that the pre-settlement disclosures were adequate under applicable law. In the letter to the court, in light of the settlement, the plaintiffs withdraw their motion for temporary restraints. The letter to the court referenced a motion for preliminary approval of the settlement. Assuming the court preliminarily approves the settlement, the shareholders will receive notice of the settlement and the date of the final settlement approval hearing.

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        The foregoing is qualified in its entirety by reference to the letter to the court, which is filed as Exhibit (a)(12).

        Certain terms of the settlement include: (i) a release (for all named defendants in the New Jersey and Massachusetts cases and all of the respective affiliated companies of the corporate defendants), (ii) defendants' agreement to pay for class notice as ordered by the court and the cooperation of the parties with respect to satisfaction of the notice requirement, and (iii) a provision that the parties will negotiate in good faith relative to the intention of plaintiffs' counsel to seek attorneys' fees, costs and expenses ("Attorneys' Fees"). If no agreement can be reached with regard to Attorneys' Fees, the defendants reserve the right to oppose the fee application submitted by plaintiffs' counsel."

Item 12.    

        Item 12 of the Schedule TO is amended and supplemented by adding the following exhibit:

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SIGNATURES

        After due inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: December 14, 2012

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EXHIBIT INDEX

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CALCULATION OF FILING FEE

Item 11.
Item 12.

SIGNATURES
EXHIBIT INDEX