This Sale and Purchase Agreement made as of the 2nd day of February, 2004

by and between Connetics Corporation, a corporation organized and existing under

the laws of the State of Delaware, having offices at 3290 W. Bayshore Road, Palo

Alto, California 94303 ("Connetics") and Hoffmann-La Roche Inc., a corporation

organized and existing under the laws of the State of New Jersey, having offices

at 340 Kingsland Street, Nutley, New Jersey 07110 ("Roche").



      WHEREAS, Roche has marketed a pharmaceutical product under the trademark

Soriatane(R) that contains acitretin as its active ingredient;



      WHEREAS, Roche has developed know-how and owns rights to

Soriatane(R)-brand acitretin;



      WHEREAS, Roche and Connetics have entered into a non-disclosure agreement,

dated December 12, 2003 ("Non-Disclosure Agreement") under which Roche and

Connetics shared information with regard to the development, manufacture and

commercialization of the above product;



      WHEREAS, Roche and its Affiliates collectively have rights to the above

product, including the trademarks; and



      WHEREAS, Connetics desires to acquire rights to the above product in the

United States of America and Roche desires to divest such rights.



      NOW, THEREFORE, for and in consideration of the mutual covenants set forth

herein, Roche and Connetics agree as follows:

{PAGE}

                             ARTICLE 1 - DEFINITIONS



      The following terms used in this Agreement shall have the meaning set

forth in this Article:



1.1   "Affiliate" means:



      (i)   an organization of which greater than fifty percent (50%) of the

            voting stock is controlled or owned, directly or indirectly, by

            either Party to this Agreement;



      (ii)  an organization which directly or indirectly owns or controls

            greater than fifty percent (50%) of the voting stock of either Party

            to this Agreement; or





      (iii) an organization, the majority ownership of which is directly or

            indirectly common to the majority ownership of either Party to this

            Agreement.



      Anything to the contrary in this paragraph notwithstanding, Genentech,

      Inc., a Delaware corporation, and Chugai Pharmaceutical Company, Ltd shall

      not be deemed an Affiliate of Roche.



1.2   "Agreement" means this Sale and Purchase Agreement.



1.3   "API" means active pharmaceutical ingredient.



1.4   "Assets" has the meaning ascribed to such term in Section 2.1.







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{PAGE}

1.5   "Assumed Liabilities" has the meaning ascribed to such term in Section

      3.6.



1.6   "Closing" means the event defined in Section 8.4 and "Closing Date" means

      the date of the event defined in Section 8.4.



1.7   "Domain Names" means the domain names that are registered in the name of

      Roche and listed in Schedule 1.7.



1.8   "FDA" means the United States Food and Drug Administration.



1.9   "HSR Act" shall have the meaning ascribed in Section 8.1 of this

      Agreement.



1.10  "IDP" means the intermediate drug product, which is the API plus

      excipients after milling and spray drying.



1.11  "IND" means investigational new drug application number IND 25,782, filed

      January 25, 1985. For purposes of this Agreement, the term "IND" includes

      all correspondence with the Food and Drug Administration relating to the

      IND.



1.12  "Inventory" means all finished goods inventory (finished, packaged, ready

      for sale Product, including sample packs and starter packs) in the

      Territory or destined for sale in the Territory as of the Closing Date, as

      listed in Schedule 4.1.







                                       3

{PAGE}

1.13  "NDA" means new drug application number NDA 19-821, filed February 26,

      1988. For purposes of this Agreement, the term "NDA" includes all

      correspondence with the Food and Drug Administration relating to the NDA,

      and earlier filed (but withdrawn) new drug applications.



1.14  "NDC" means the National Drug Code assigned to a drug product listed under

      Section 510 of the Federal Food, Drug, and Cosmetic Act.



1.15  "Product" means a product as sold in connection with the Trademark and

      having the API acitretin.



1.16  "Related Marks" means trademarks listed in Schedule 1.16.



1.17  "Signing Date" shall mean the date this Agreement becomes fully executed

      by both Parties.



1.18  "Transfer Know-How" means any and all technical data and records necessary

      to enable Connetics to manufacture and sell the Product, market research

      and information owned or controlled by Roche that is related solely to the

      Product, API and/or IDP, as identified in Exhibit 1.







                                       4

{PAGE}

1.19  "Trademark" means the trademark Soriatane(R) in the Territory and the

      goodwill associated therewith.



1.20  "Territory" means the United States of America, including its territories.



1.21  In the definitions, the singular shall include the plural and vice versa.



                         ARTICLE 2 - TRANSFER OF ASSETS



      2.1 Assets.



      (a) Subject to the terms and conditions of this Agreement, Roche shall

assign and shall deliver to Connetics at Closing all of Roche's right, title and

interest in and to (i) the Trademark and the Related Marks, (ii) the Domain

Names, (iii) the NDA, (iv) the IND, (v) all Transfer Know-How and intellectual

property related to the Product, (vi) the drug master files for the Product and

the API in the Product (or, alternatively, written authorization for Connetics

to reference the applicable drug master files), (vii) the Psoria-Sense(R)

consumer database related to the Product, to the extent that Roche has a legal

right to transfer the database, and (viii) all Inventory (collectively, the

"Assets"), free of any encumbrances other than the Assumed Liabilities.



      (b) The rights granted under this Agreement are limited to the Territory.

Accordingly, unless Roche gives its prior written consent, Connetics shall avoid

making sales that would likely result in Product being shipped or sold outside

the Territory, and shall use commercially reasonable efforts to prevent Product

from being shipped or sold outside the Territory.







                                       5

{PAGE}

      (c) As Roche will continue to manufacture pharmaceutical products

containing acitretin or etretinate as an active ingredient and to sell such

pharmaceutical products under the Tigason or NeoTigason trademark outside of the

Territory, Roche shall avoid making sales that would likely result in such

pharmaceutical products or their active pharmaceutical ingredients being sold

for end use in the Territory or shipped into the Territory as the ultimate

destination, and shall use commercially reasonable efforts to prevent such

pharmaceutical products from being sold for end use in the Territory or shipped

into the Territory as the ultimate destination.



      (d) Except as expressly stated herein, Roche does not, under this

Agreement, convey any interest in any assets not expressly listed in this

Article 2.



      2.2 Perfecting Rights.



      (a) Roche shall as soon as reasonably practicable after the Closing Date

provide Connetics with the Transfer Know-How and shall execute any document

necessary to perfect in Connetics the ownership rights in the Trademark and the

Related Marks, NDA, IND, and Domain Names, as described in Section 2.1.

Connetics shall have the right to use Transfer Know-How to make, have made, use,

import and sell the Product in the Territory.



      (b)   (i)   Subject to clause (ii) below, as of the Closing Date,

                  Roche hereby assigns to Connetics all of its rights, title,

                  interests and claims in, and with respect to, its rights under

                  all contracts, including managed care contracts, to which

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