INTELLECTUAL PROPERTY TRANSFER AND LICENSE AGREEMENT



      This Intellectual Property Transfer and License Agreement (this

"Agreement") is made by and between Janssen Pharmaceutica Products, L.P., a New

Jersey limited partnership having a principal place of business at 1123

Trenton-Harbourton Road, Titusville, New Jersey 08628 and Ortho-McNeil

Pharmaceutical, Inc., a Delaware corporation having a principal place of

business at U.S. Route 202, Raritan, New Jersey 08869 (hereinafter collectively

referred to as "JPPLP") and Barrier Therapeutics, Inc., a Delaware corporation

having an address at [**] New Jersey 08536 (hereinafter referred to as

"Barrier"). Ortho-McNeil Pharmaceutical, Inc. is a party to this Agreement for

the sole purpose of transferring to Barrier rights to the `096 Product.



                                   WITNESSETH:



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

in Schedules 1.1, 1.19, 1.25 and 1.28 and (ii) know-how and tangible property

relating to Products (as defined below);



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

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

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

Tangible Property (defined herein) for dermatological uses, as set forth below;



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

Preferred Stock of Barrier to JPPLP under the Securities Acquisition Agreement

(defined herein) and (ii) the obligations of Barrier hereunder, JPPLP 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.

{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.



      1.1   "`096 Patent Rights" shall mean U.S. Patent No. 6,147,096, 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 sets forth

all of the patents and patent applications that comprise the `096 Patent Rights

as of the date hereof.



      1.2   "`096 Product" shall mean a Pharmaceutical Product for use in humans

containing the compound [**] having the chemical name

1,6-dihydro-7-(4-fluorophenyl)-8-(4-pyridyl)-2-phenylmethyl-pyrrolo[3,2-e]-

benzimidazole, as an active ingredient, the making, using, selling, offering to

sell, or importation of which would infringe a Valid Claim of a patent within

the `096 Patent Rights but for the licenses granted herein.



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

engaging in one or more of the following development activities for a 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.



      1.4   "Active Early Development" shall mean that Barrier is diligently

engaging in one or more of the following development activities for a Product it

has selected to develop: (i) lead optimization; (ii) pre-clinical development

(pharmacology, toxicology, drug safety and pharmacokinetics studies); (iii)

chemical, pharmaceutical and analytical development; or (iv) early clinical

development.



      1.5   "Adverse Event or "AE" shall mean any undesirable event or

experience associated with the use, or following administration, of a

pharmaceutical or biological drug product, whether or not considered related to

or caused by the product, including such an event or experience that occurs

either:



            (a)   in the course of the use of the product in professional

                  practice;



            (b)   from overdose whether accidental or intentional;



            (c)   from abuse; or



            (d)   from withdrawal.



      1.6   "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.

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