COMMON STOCK PURCHASE AGREEMENT

THIS COMMON STOCK PURCHASE AGREEMENT (this ?Agreement?) dated as of June 11, 2003 between Curis, Inc., a Delaware corporation (the ?Company?), and Genentech, Inc., a Delaware corporation (the ?Purchaser?).

BACKGROUND

WHEREAS, the Company and the Purchaser are parties to that certain Collaborative Research, Development and License Agreement, dated June 11, 2003 (the ?Collaboration Agreement?), which contains terms and conditions on which the Company has licensed to the Purchaser its Hedgehog Pathway (as defined in the Collaboration Agreement) technologies and the parties have agreed to enter into a collaborative relationship for the research, discovery and development of human therapeutics using such Hedgehog Pathway technologies.

WHEREAS, in partial consideration for the rights and licenses granted by the Company under the Collaboration Agreement with respect to the Antibody Compounds as defined therein, the Purchaser has agreed to purchase, and the Company has agreed to sell shares, of the Company?s Common Stock, $.01 par value per share (?Common Stock?), on the terms and subject to the conditions set forth herein;

In consideration of the mutual promises hereinafter set forth and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereby agree as follows:

1. Purchase and Sale of the Shares.

(a) The Company agrees to issue and sell to the Purchaser, and the Purchaser agrees to purchase from the Company, 1,323,835 shares (the ?Shares?) of Common Stock, $.01 par value per share (?Common Stock?), of the Company for an aggregate purchase price of $3,500,219.74 calculated as the average closing price of the Common Stock as reported on the Nasdaq National Market for the thirty (30) trading days ending one (1) day prior to the date of this Agreement.

(b) At the closing of the transactions contemplated hereby (the ?Closing?), which shall be held on June 13, 2003 or such other date within thirty (30) days of the date of this Agreement as shall be mutually agreed upon by the Company and the Purchaser (the ?Closing Date?), (i) the Purchaser and the Company shall execute and deliver to each other the Registration Rights Agreement (the ?Registration Rights Agreement?), (ii) the Purchaser shall pay the Company the amount of $3,500,219.74 by wire transfer of immediately available funds to an account designed by the Company; and (iii) the Company shall instruct the transfer agent for the Common Stock to issue and deliver to the Purchaser an original stock certificate representing the Shares.

2. Representations and Warranties of the Company. The Company represents and warrants to the Purchaser that the statements contained in this Section 2 are true and correct as of the date of this Agreement.

(a) Organization and Good Standing. The Company has been duly incorporated and organized, and is validly existing in good standing, under the laws of the State of Delaware. The Company is duly qualified to transact business and is in good standing in the Commonwealth of Massachusetts. The Company has the corporate power and authority to enter into and perform this Agreement and the Registration Rights Agreement (collectively, the ?Agreements?), to own and operate its properties and assets and to carry on its business as currently conducted and as presently proposed to be conducted.

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