INTELLECTUAL PROPERTY TRANSFER AND LICENSE AGREEMENT



      This Intellectual Property Transfer and License Agreement (this

"Agreement") is made by and between Johnson & Johnson Consumer Companies, Inc.,

a New Jersey corporation having an address at 199 Grandview Road, Skillman, New

Jersey 08558 (hereinafter referred to as "JJCC") and Barrier Therapeutics, Inc.,

a Delaware corporation having an address at 1 Stults Drive, Plainsboro,

New Jersey 08536 (hereinafter referred to as "Barrier").



                               W I T N E S S E T H



      WHEREAS, JJCC is the owner of (i) patents and patent applications recited

in Schedules 1.1 and 1.3 and (ii) know-how and tangible property relating to the

Diaper Dermatitis Product and the Sebderm Product (each as defined below);



      WHEREAS, Barrier wishes to acquire (i) a license (as set forth below)

under such patents and patent applications from JJCC, (ii) a license (as set

forth below) to use such know-how from JJCC, and (iii) copies of such JJCC

Tangible Property (defined herein);



      WHEREAS, in consideration of (i) the issuance of shares of Series A

Preferred Stock of Barrier to JJCC (or its designated Affiliate) under the

Securities Acquisition Agreement (defined herein) and (ii) the obligations of

Barrier hereunder, JJCC is willing to grant such licenses and transfer such

tangible property to Barrier, in each case subject to the terms and conditions

of this Agreement; and



      WHEREAS, contemporaneously with the execution and delivery hereof, Barrier

is entering into the Related License Agreement (defined herein).



      NOW, THEREFORE, in consideration of the above premises and the covenants

contained herein, the parties agree as follows:



                                    ARTICLE 1

                                   DEFINITIONS



      As used in this Agreement, the following terms, when used with initial

capital letters, shall have the following meanings, and the singular shall

include the plural and vice-versa. Certain defined terms, generally used in

exclusively one article hereof, are not defined in this Article 1.



      1.1   "`683 Patent Rights" shall mean U.S. Patent No. 6,238,683, as well

as all continuations, continuations-in-parts, divisions, and renewals thereof,

all patents which may be granted thereon, and all reissues, reexaminations,

extensions, patents of additions, and patents of importation thereof together

with any foreign counterparts of any of the foregoing. Schedule 1.1

{PAGE}

** Certain information in these exhibits has been omitted and will be filed

   separately with the Securities and Exchange Commission pursuant to a

   confidential treatment request.





sets forth all of the patents and patent applications that comprise the `683

Patent Rights as of the date hereof.



      1.2   "`683 Product" shall mean a Pharmaceutical Product, the making,

using, selling, offering to sell, or importation of which would infringe a Valid

Claim of a patent within the `683 Patent Rights but for the licenses granted

herein.



      1.3   "`932 Patent Rights" shall mean U.S. Patent No. 4,911,932, as well

as all continuations, continuations-in-parts, divisions, and renewals thereof,

all patents which may be granted thereon, and all reissues, reexaminations,

extensions, patents of additions, and patents of importation thereof, together

with any foreign counterparts thereof. Schedule 1.3 sets forth all of the

patents and patent applications that comprise the `932 Patent Rights as of the

date hereof.



      1.4   "`932 Product" shall mean a Pharmaceutical Product, the making,

using, selling, offering to sell, or importation of which would infringe a Valid

Claim of a patent within the `932 Patent Rights but for the licenses granted

herein.



      1.5   "`932 Territory" shall mean the world with the exception of the JJCC

Countries.



      1.6   "Active Clinical Development" shall mean that Barrier is diligently

engaging in one or more of the following development activities for the Licensed

Product that it has selected to develop: (i) study/protocol design activity;

(ii) awaiting protocol approval from the applicable institutional review board,

FDA or other Regulatory Authority; (iii) patient recruitment, patient treatment,

data analysis, and report writing for any clinical trial; (iv) manufacturing

scale-up and validation; or (v) regulatory file(s) being drafted or pending.



      1.7   "Affiliate" shall mean any entity that directly or indirectly

controls, is controlled by, or is under common control with a party to this

Agreement, and for such purpose of this definition, "control" shall mean the

possession, direct or indirect, of the power to direct or cause the direction of

the management or the policies of the entity, whether through the ownership of

voting securities, by contract, or otherwise. The direct or indirect ownership

of greater than fifty percent (50%) of the voting securities of a business

entity or an interest in the assets, profits, or earnings of a business entity

shall be deemed to constitute control of the business entity. Notwithstanding

the foregoing, Barrier shall not be considered an Affiliate of JJCC for purposes

of this Agreement.



      1.8   "Closing Date" shall have the meaning set forth in Section 11.5.



      1.9   "Commercialization Agreement" is defined in Section 5.1 of the

Agreement.



      1.10  "Control" or "Controlled" shall mean the right to grant a license or

sublicense to intangible property rights (including patent rights, know-how

and/or trade secret information) as permitted under the terms of any

pre-existing agreement or other arrangement with any third party. For the

purposes of this Agreement, JJCC does not Control any intangible property rights

of its Affiliates unless there is a written agreement granting such rights.

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