BARRIER THERAPEUTICS, INC.



                 AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT



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                                TABLE OF CONTENTS



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ARTICLE 1   GENERAL........................................................................      1

    1.1   Certain Definitions..............................................................      1

ARTICLE 2   REGISTRATION...................................................................      4

    2.1   Demand Registration..............................................................      4

    2.2   Piggyback Registrations..........................................................      6

    2.3   Form S-3 Registration............................................................      7

    2.4   Initial Public Offering..........................................................      8

    2.5   Expenses of Registration.........................................................      8

    2.6   Obligations of the Company.......................................................      8

    2.7   Furnishing Information...........................................................     11

    2.8   Indemnification..................................................................     11

    2.9   Assignment of Registration Rights................................................     13

    2.10  Amendment of Registration Rights.................................................     14

    2.11  Limitation on Subsequent Registration Rights.....................................     14

    2.12  "Market Stand-Off" Agreement; Agreement to Furnish Information...................     14

    2.13  Rule 144 Reporting...............................................................     15

ARTICLE 3   MISCELLANEOUS..................................................................     15

    3.1   Governing Law....................................................................     15

    3.2   Jurisdiction.....................................................................     15

    3.3   Survival.........................................................................     16

    3.4   Successors and Assigns...........................................................     16

    3.5   Entire Agreement.................................................................     16

    3.6   Severability.....................................................................     16

    3.7   Amendment and Waiver.............................................................     17

    3.8   Delays or Omissions..............................................................     17

    3.9   Notices..........................................................................     17

    3.10  Headings.........................................................................     17

    3.11  Counterparts.....................................................................     17

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                 AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT



                  This AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the

"Agreement") is entered into as of this ___ day of April, 2004, by and among

Barrier Therapeutics, Inc., a Delaware corporation (the "Company"), and the

Investors listed on Exhibit A hereto (collectively, the "Investors," and each as

"Investor").



                                    RECITALS



                  WHEREAS, the Company, the holders (the "Series A Investors")

of the Company's Series A Convertible Preferred Stock (the "Series A Preferred

Stock") and the holders (the "Series B Investors") of the Company's Series B

Convertible Preferred Stock (the "Series B Preferred Stock") have entered into

that certain Investor Rights Agreement dated as of May 7, 2002, as amended as of

October 23, 2003 in connection with the sale of the Company's Series C

Convertible Preferred Stock (the "Series C Preferred Stock") to add the holders

of Series C Preferred Stock (the "Series C Investors") as parties hereto (the

"Original Investor Rights Agreement"), pursuant to which the Company has granted

registration rights and certain other rights to the Series A Investors, the

Series B Investors and the Series C Investors;



                  WHEREAS, the Company has filed Registration Statement No.

333-112539 on Form S-1 (the "Registration Statement") relating to an initial

public offering of the Company's Common Stock (the "IPO") and the Company and

the Investors desire for Articles 3 and 4 of the Original Investor Rights

Agreement to terminate immediately prior to the consummation of the IPO (the

"Effective Time"); and



                  WHEREAS, this Agreement amends and restates in its entirety

the Original Investor Rights Agreement to become effective at the Effective

Time.



                  NOW, THEREFORE, in consideration of the mutual promises,

representations, warranties, covenants and conditions set forth herein, the

parties mutually agree as follows:



                                    ARTICLE 1



                                     GENERAL



         1.1      Certain Definitions. As used in this Agreement the following

terms shall have the following meanings:



                  "Affiliate", as applied to any individual or entity, shall

mean an individual or entity directly or indirectly (through one or more

intermediaries) controlling, controlled by or under common control with the

first individual or entity. As applied to an individual, "Affiliate" shall

include any member of such individual's immediate family or any trust for the

benefit of such family member or individual and as applied to any entity,

"Affiliate" shall include any subsidiary, parent, member, limited partner,

general partner, entity under common control of such general partner or its

members, partners or stockholders.



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                   "Common Stock" means the Company's authorized common stock

with $0.0001 par value per share.



                  "Exchange Act" means the Securities Exchange Act of 1934, as

amended, or any successor Federal statute in effect, and the rules and

regulations of the SEC promulgated thereunder, all as the same may from time to

time be in effect.



                  "Form S-3" means such form promulgated under the Securities

Act as in effect on the date hereof or any successor registration form under the

Securities Act subsequently adopted by the SEC which permits inclusion or

incorporation of substantial information by reference to other documents filed

by the Company with the SEC.



                  "Holder" means any Person owning of record Registrable

Securities that have not been sold to the public or any assignee of record of

such Registrable Securities in accordance with Section 2.10 hereof.



                  "Initial Public Offering" means the Company's first firm

commitment underwritten public offering of its Common Stock registered under the

Securities Act.



                  "Other Shares" shall mean at any time those shares of Common

Stock which do not constitute Primary Shares or Registrable Securities.



                  "Person" shall be construed in the broadest sense and means

and includes a natural person, a partnership, a corporation, an association, a

joint stock company, a limited liability company, a trust, a joint venture, an

unincorporated organization and any other entity and any federal, state,

municipal, foreign or other government, governmental department, commission,

board, bureau, agency or instrumentality, or any private or public court or

tribunal.



                  "Primary Shares" shall mean, at any time, the authorized but

unissued shares of Common Stock or Common Stock held by the Company in its

treasury.



                  "Register," "registered," and "registration" refer to a

registration effected by preparing and filing a registration statement in

compliance with the Securities Act, and the declaration or ordering of

effectiveness of such registration statement or document.



                  "Registrable Securities" means (a) Common Stock issued or

issuable upon conversion of the Shares; (b) any other Common Stock held, or

hereafter acquired, by the Investors or issuable to the Investors pursuant to

options, warrants or convertible securities; and (c) any Common Stock issued as

(or issuable upon the conversion or exercise of any warrant, right or other

security which is issued as) a dividend or other distribution with respect to,

or in exchange for or in replacement of, such above-described securities.

Notwithstanding the foregoing, Registrable Securities shall not include any

securities sold by a Person to the public pursuant to a registration statement

which has been declared effective, or Rule 144 or sold in a private transaction

in which the transferor's rights under Article II of this Agreement are not

assigned, in each case where the restrictive legends and transfer registrations

with respect to the Common Stock are removed and the Common Stock in the hands

of the purchaser is freely transferable without any restriction or registration

under the Securities Act in any public or private transaction.

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