CURIS, INC.



                          REGISTRATION RIGHTS AGREEMENT



            THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of

July 18, 2001 by and among Curis, Inc., a Delaware corporation (the "Company"),

Elan International Services, Ltd., a Bermuda exempted limited liability company

("EIS"), and Elan Pharma International Limited, an Irish private limited

liability company and an affiliate of EIS ("EPIL").



                                R E C I T A L S:



            A. Pursuant to a Securities Purchase Agreement dated as of the date

hereof by and among the Company, EIS and EPIL (the "Securities Purchase

Agreement"), (i) EIS has acquired (a) certain shares of the Company's common

stock, par value U.S.$0.01 per share (the "Common Stock"), (b) certain shares of

the Company's Series A convertible exchangeable preferred stock, par value

U.S.$0.01 per share (the "Series a preferred Stock"), convertible into certain

shares of Common Stock, and (c) a warrant (the "Warrant") to purchase certain

shares of Common Stock, and (ii) EPIL has acquired a convertible promissory note

of the Company (the "Note"), convertible into certain shares of Common Stock.

The Series A Preferred Stock, the Warrant and the Note collectively are referred

to herein as the "Securities".



            B. The execution of the Securities Purchase Agreement has occurred

on the date hereof and it is a condition to the closing of the transactions

contemplated thereby that the parties execute and deliver this Agreement.



            C. The parties desire to set forth herein their agreement on the

terms and subject to the conditions set forth herein related to the granting of

certain registration rights to the Holders (as defined below) relating to the

shares of Common Stock held and the shares of Common Stock issuable upon

conversion or exercise of the Securities, as the case may be, by such Holders.



                               A G R E E M E N T:



            The parties hereto agree as follows:



            1. Certain Definitions. As used in this Agreement, the following

terms shall have the following respective meanings:



            "Commission" shall mean the U.S. Securities and Exchange Commission.

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                                      -2-





            "Exchange Act" shall mean the U.S. Securities Exchange Act of 1934,

as amended, and the rules and regulations of the Commission promulgated

thereunder, all as the same shall be in effect from time to time.



            "Holders" or "Holders of Registrable Securities" shall mean EIS,

EPIL and any Person who shall have acquired Registrable Securities from EIS or

EPIL as permitted herein, either individually or jointly, as the case may be, in

a transaction pursuant to which registration rights are transferred pursuant to

Section 10 hereof.



            "Person" shall mean an individual, a partnership, a corporation, a

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

joint venture, an unincorporated organization or a governmental or

quasi-governmental entity, or any department, agency or political subdivision

thereof or any other entity of any kind.



            "Registrable Securities" means (i) any shares of Common Stock issued

to EIS pursuant to the Securities Purchase Agreement; (ii) any shares of Common

Stock issued or issuable upon conversion or exercise of the Securities, as the

case may be; and (iii) any shares of Common Stock issued or issuable in respect

of the securities referred to in clauses (i) and (ii) above whether to satisfy

interest or dividend payments or upon any stock split, stock dividend,

recapitalization or similar event, until, in the case of any such security, it

is (A) sold pursuant to an effective registration statement under the Securities

Act; (B) eligible to be sold into the public market without regard to volume

limitations under Rule 144(k) promulgated under the Securities Act (or any

successor rule); (C) sold pursuant to Rule 144 under the Securities Act (or any

successor rule); or (D) sold by a Person in a transaction in which registration

rights are not transferred pursuant to Section 10 hereof. Whenever a number or

percentage of Registrable Securities is to be determined pursuant to this

Agreement, each then outstanding Security that is convertible into or

exercisable for shares of Common Stock will be deemed to be equal to the number

of shares of Common Stock for which such Security is then so convertible or

exercisable.



            The terms "register," "registered" and "registration" refer to a

registration effected by preparing, filing and having declared effective a

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