REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this Agreement) dated as of June 13, 2003 is entered into between Curis, Inc., a Delaware corporation (the Company) and Genentech, Inc., a Delaware corporation (the Purchaser).

WHEREAS, the Company and the Purchaser have entered into a Common Stock Purchase Agreement on June 11, 2003 (the Purchase Agreement), pursuant to which the Company has agreed to sell to the Purchaser 1,323,835 shares (the Shares) of common stock of the Company, $.01 par value per share (the Common Stock) on the date hereof; and

WHEREAS, the Company and the Purchaser desire to provide for certain arrangements with respect to the registration of the Shares under the Securities Act of 1933, as amended (the Securities Act);

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the parties hereto agree as follows:

1. Registration of the Shares.

(a) At any time after the date hereof, so long as the Company is eligible to file a Registration Statement on Form S-3 at such time, the Purchaser may request, in writing, that the Company effect the registration on Form S-3 of the Shares; provided, however, that pursuant to the terms of the Purchase Agreement, Purchaser shall not have the right to sell or otherwise dispose of the Shares on or before October 11, 2003, except as provided in the Purchase Agreement. Upon receipt of such request for registration pursuant to this Section 1, the Company shall promptly file with the Securities and Exchange Commission (the SEC) a registration statement on Form S-3 covering the resale to the public by the Purchaser of the Shares. The Company shall use commercially reasonable efforts to cause the registration statement to be declared effective by the SEC as soon as practicable. The Company shall use commercially reasonable efforts to file such amendments and supplements to such registration statement to cause it remain effective until the date two years after the date hereof or such earlier time as all of the Shares covered by the registration statement have been sold pursuant thereto. The Company may, by written notice to the Purchaser, delay the filing or effectiveness of a registration statement under this Section 1(a) for a period of not more than 75 days on one occasion if the Board of Directors of the Company in good faith, upon advice of counsel, determines that such delay is in the best interest of the Company.

(b) If, at any time, the Company proposes to register any of its Common Stock on Form S-1, S-2, or S-3 under the Securities Act in connection with an underwritten offering of such securities solely for cash (Underwritten Offering), and shares of Common Stock held by persons other than the Company are to be included in such Underwritten Offering, the Company shall, each such time, promptly give the Purchaser written notice of such proposed Underwritten Offering. Upon written request of the Purchaser given within thirty (30) days after receipt of any such notice by the Company, the Company shall use its reasonable best efforts to cause to be

registered under the Securities Act all of the Shares that the Purchaser has requested be registered subject to Section 1(c) below.

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