DISTRIBUTION AND LICENSE AGREEMENT



                                  BY AND AMONG



                           BARRIER THERAPEUTICS, INC.,



                           BARRIER THERAPEUTICS, N.V.



                                       AND



                        GRUPO FERRER INTERNACIONAL, S.A.



                                NOVEMBER 4, 2004



<PAGE>



** Certain information in this exhibit has been omitted and will be filed

separately with the Securities and Exchange Commission pursuant to a

confidential treatment request.



DISTRIBUTION AND LICENSE AGREEMENT



THIS DISTRIBUTION AND LICENSE AGREEMENT (this "Agreement") is made and entered

into as of this 4th day of November, 2004 (the "Effective Date"),



BY AND AMONG:



                                   BARRIER THERAPEUTICS, INC., a company

                                   incorporated under the laws of the State of

                                   Delaware, having its principal place of

                                   business at 600 College Road East, Suite

                                   3200, Princeton, New Jersey 08540



                                   (hereinafter referred to as: "BARRIER");



                                   BARRIER THERAPEUTICS, N.V., a company duly

                                   constituted under the laws of Belgium, having

                                   its principal place of business at Cipalstr

                                   3, B-2440, Geel, Belgium and wholly-owned

                                   subsidiary of BARRIER



                                   (hereinafter referred to as: "BARRIER NV");



AND:



                                   GRUPO FERRER INTERNACIONAL, S.A., a

                                   corporation duly constituted under the laws

                                   of Spain, having its principal place of

                                   business at Gran Via Carlos III, 98, 08028,

                                   Barcelona, Spain



                                   (hereinafter referred to as: "FERRER").



BARRIER NV is a party to this Agreement for the sole purpose of granting to

FERRER certain rights as described herein to (i) the Products in Belgium and

(ii) the Regulatory Approvals held in the name of BARRIER NV pursuant to the

provisions of Sections 2.2.1, 8.2 and 8.3.



PREAMBLE



WHEREAS BARRIER controls, through ownership or license, the rights to the

Products, the Trademarks, the Know-how and the Patents in the Territory;



WHEREAS FERRER and BARRIER desire to enter into an Agreement pursuant to which

(i) FERRER will undertake responsibility for the marketing, distribution and

sale of the Products on an exclusive basis throughout the Territory, and (ii)

FERRER will obtain, in the name, or for the benefit, of BARRIER, or assist

BARRIER to obtain, the Regulatory Approvals required to market, distribute and

sell the Products within the Territory; and



WHEREAS FERRER, to the extent necessary to carry out the provisions of this

Agreement, needs to become a licensee of certain Product IP Rights.



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<PAGE>



** Certain information in this exhibit has been omitted and will be filed

separately with the Securities and Exchange Commission pursuant to a

confidential treatment request.



NOW, THEREFORE, in consideration of the mutual representations, warranties,

covenants and agreements herein contained, the Parties hereto, intending to be

legally bound, agree as follows:



1.    DEFINITION AND SCHEDULES



      1.1 DEFINITIONS



      As used in this Agreement, the following terms shall have the following

      respective meanings:



      1.1.1 "AFRICAN REGION" means the following countries: Benin, Burkina Faso,

      Burundi, Cameroon, Central African Republic, Chad, Comoros, Morocco,

      Algeria, Congo, Gabon, Togo, Ghana, Senegal, Gambia, Guinea Bissau,

      Guinea, Egypt, Madagascar, Ivory Coast, Djibouti, Niger, Rwanda, Mali,

      Tunisia, Reunion, Zaire, and Nigeria.



      1.1.2 "AFFILIATE" means, with respect to any Party, any Person that at

      such time directly or indirectly, through one or more intermediaries,

      controls or is controlled by or under common control with such Party. As

      used in this definition, "control" means (i) in the case of a Person that

      is a corporate entity, direct or indirect ownership of fifty percent (50%)

      or more of the stock or shares having the right to vote (or such lesser

      percentage which is the maximum allowed to be owned by a foreign

      corporation in a particular jurisdiction) for the election of directors of

      such Person or (ii) in the case of a Person that is an entity, but is not

      a corporate entity, the possession, directly or indirectly, of the power

      to direct, or cause the direction of, the management or policies of such

      Person, whether through the ownership of voting securities, by contract or

      otherwise.



      1.1.3 "APPLICABLE PERCENTAGE" with respect to a Product has the meaning

      set forth in Section 4.2 for such Product.



      1.1.4 "BARRIER HOUSEMARKS" mean the trade/service mark(s), logo(s), trade

      dress, trade names or other symbols or designations exclusively identified

      with Barrier or its products.



      1.1.5 "COMMERCIALLY REASONABLE EFFORTS" mean, with respect to a Party,

      [**].



      1.1.6 "COMPETING PRODUCT" has the meaning set forth in Section 2.3.4.



      1.1.7 "COUNTRY GROUP" means any two or more countries within a Region

      which FERRER and BARRIER have combined for purposes of determining a

      Minimum Purchase Quota pursuant to Section 8.1 below. For clarity, no

      individual country for which FERRER and BARRIER have agreed upon a Minimum

      Purchase Quota shall be included in any Country Group.



      1.1.8 "EFFECTIVE DATE" has the meaning set forth in the introduction of

      this Agreement.



      1.1.9 "EUROPEAN REGION" means the following countries: Austria, Belgium,

      France, Germany, Greece, Italy, Luxemburg, the Netherlands, Portugal and

      Spain.



                                        3

<PAGE>



** Certain information in this exhibit has been omitted and will be filed

separately with the Securities and Exchange Commission pursuant to a

confidential treatment request.



      1.1.10 "EXCLUDED COUNTRIES" means with respect to the Ketanserin Product

      only: Mexico, Central America (i.e., Belize, Costa Rica, El Salvador,

      Guatemala, Honduras, Nicaragua and Panama) and Dominica, Dominican

      Republic, and Haiti.



      1.1.11 "EXW" has the meaning set out in the Incoterms of 2000 published by

      the International Chamber of Commerce ("ICC") as modified from time to

      time.



      1.1.12 "FIELD OF USE" means the use of Products for applications for

      treatment or prevention of diseases of the human skin, hair, nails and /or

      the oral or genital mucosa customarily diagnosed and treated by

      dermatologists, excluding skin cancer, but including without limitation,

      actinic keratosis. With respect to the Ketanserin Product in the Latin

      American Region, the Field of Use shall not include anal fissures.



      1.1.13 "FIRST COMMERCIAL SALE" means with respect to any country in the

      Territory, the first bona fide commercial sale of the Product to a Third

      Party by FERRER or an Affiliate or other permitted sub-distributor of

      FERRER in such country.



      1.1.14 "GOVERNMENTAL BODY" means any national, supra-national (e.g., the

      European Commission or the European Medicines Agency), regional, state or

      local regulatory agency, department, bureau, commission, council or other

      governmental entity involved in the granting of Regulatory Approval.



      1.1.15 "IMPROVEMENTS" means, with respect to a particular Product, any new

      formulation, way of administration, dosage, of such Product and also any

      new indication for such Product to which BARRIER may obtain rights during

      the Term of this Agreement, including any of the foregoing that constitute

      a Distributor Invention.



      1.1.16 "INTELLECTUAL PROPERTY" means, any intellectual property rights

      including, without limitation, any rights under any patent, Trademark,

      trade secret, copyright or Know-How.



      1.1.17 "J&J AGREEMENTS" means collectively (i) that certain Intellectual

      Property Transfer and License Agreement, dated as of May 6, 2002, by and

      between BARRIER and Johnson and Johnson Consumer Companies, Inc., and (ii)

      that certain Intellectual Property Transfer and License Agreement, dated

      as of May 6, 2002, by and among BARRIER, Janssen Pharmaceutica Products,

      L.P., and Ortho-McNeil Pharmaceutical, Inc., each as amended.



      1.1.18 "KETANSERIN PRODUCT" means the pharmaceutical product currently

      identified as "Ketanserin" containing a serotonin 2 antagonist and all

      Improvements thereto.



      1.1.19 "KNOW-HOW" means the skill or ingenuity based upon the body of

      knowledge which comprises all of the methods, processes, designs,

      information, data, formulas, manuals, guidelines and trade secrets

      relating to the Product including, without limitation, all information

      necessary for obtaining the Regulatory Approvals.



      1.1.20 "LATIN AMERICAN REGION" means the following countries, except to

      the extent any such country constitutes an "Excluded Country" for the

      Ketanserin Product: Argentina, Belize, Bolivia, Brazil, Chile, Colombia,

      Costa Rica, Cuba, Dominican Republic, Ecuador, El Salvador, Guatemala,

      Haiti, Honduras, Mexico, Nicaragua, Panama, Paraguay, Peru, Uruguay, and

      Venezuela.



                                       4

<PAGE>



** Certain information in this exhibit has been omitted and will be filed

separately with the Securities and Exchange Commission pursuant to a

confidential treatment request.



      1.1.21 "LIABILITIES" means losses, damages, fines, costs, liabilities and

      expenses (including the reasonable fees, costs and expenses of attorneys

      and other professionals and court costs), awarded to or otherwise required

      to be paid to Third Parties in connection with any civil, criminal,

      statutory or regulatory claims of liability.



      1.1.22 "LIAROZOLE PRODUCT" means the pharmaceutical product currently

      identified as "Liarozole" containing a retinoic acid metabolism blocking

      agent and all Improvements thereto. For clarity, "Liarozole Product" shall

      not include the pharmaceutical product currently identified as Rambazole

      or any other product with asole active ingredient other than Liarozole.



      1.1.23 "MAA" means an application filed with the relevant Governmental

      Body seeking Regulatory Approval to market and sell a Product in the

      Territory.



      1.1.24 "MINIMUM PURCHASE QUOTA" has the meaning set forth in Section 8.1



      1.1.25 "MINIMUM SUPPLY PRICE" means (i) for the Zimycan Product, [**]

      Euros per [**] gram unit, (ii) for the Sebazole Product, [**] Euros per

      [**] gram unit, (iii) with respect to the Ketanserin Product and the

      Liarozole Product [a price equal to BARRIER's cost of manufacturing plus

      10% of Net Sales], provided that such amount does not exceed the amount

      that would have occurred by applying the corresponding Applicable

      Percentage listed under clause 4.2.1, and (iv) with respect to the other

      unit sizes for the Zimycan Product and the Sebazole Product, the price

      established in good faith by mutual agreement by the Joint Steering

      Committee within thirty (30) days following the first submission of the

      first MAA for such Product, or, in the case of a different unit size,

      within thirty (30) days following the first submission for Regulatory

      Approval for such unit size.

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