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                                                                    Exhibit 10.3

                                SUBLEASE CONSENT


     This Sublease Consent (the "CONSENT") is made as of May 6, 2004 by and
among THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY, a body
having corporate powers under the laws of the State of California ("LANDLORD"),
INCYTE CORPORATION, a Delaware corporation, formerly known as Incyte
Pharmaceuticals, Inc. ("TENANT"), and CONNETICS CORPORATION, a Delaware
corporation ("SUBTENANT"), in the following factual context:

     A.   Landlord and Tenant are the parties to that certain Lease dated as of
June 19, 1997, as amended by (i) Notice of Commencement Date dated October 28,
1998, (ii) Notice of Base Rent and Rentable Area dated November 24, 1998, (iii)
Notice of Rent Commencement Date and Expiration Date dated November 24, 1998,
and (iv) First Amendment to Lease dated as of May 6, 2004 (as so amended, the
"LEASE"), under which Tenant leases from Landlord a two-story building commonly
known as 3160 Porter Drive in Palo Alto, California (the "PREMISES"), as more
particularly described in the Lease.

     B.   Tenant now desires to sublease the entire Premises to Subtenant
pursuant to a sublease in the form attached as EXHIBIT A (the "SUBLEASE").

     C.   Landlord is willing to consent to the Sublease, subject to the terms
and conditions set forth in this Consent.

     NOW THEREFORE, the parties agree as follows:

1.   CONSENT. Landlord hereby (a) consents to the execution and delivery of the
          Sublease, and to the subletting of the Premises from Tenant to
          Subtenant in accordance with the terms of the Sublease, and (b)
          acknowledges and agrees that Subtenant's proposed use of the Premises
          is permitted under the Lease.

2.   TERMS OF CONSENT. The Sublease is and shall remain at all times subject and
          subordinate in all respect to the Lease. This Consent shall not
          operate as a consent to or approval or ratification by Landlord of any
          specific provisions of the Sublease, and shall not modify or be deemed
          to modify or amend the Lease in any way, or to impose on Landlord any
          obligation to provide notice to, or obtain consent from, Subtenant
          with respect to amendments, defaults, waivers or any other matters
          pertaining to the Lease or the Premises. This Consent shall not be nor
          be deemed to be a consent to any future sublease requiring Landlord's
          consent under the Lease.

3.   RELEASE REGARDING HAZARDOUS SUBSTANCES. Subtenant represents to Landlord
          that Subtenant is aware that detectable amounts of hazardous
          substances and groundwater contaminants may have come to be located
          beneath and/or in the vicinity of the Premises, and is aware of
          Landlord's responsibility for such hazardous substances and
          groundwater contaminants under the terms of the Lease. Subtenant has
          made such investigations and inquiries (including, without limitation,
          indoor air quality

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          tests) as it deems appropriate to ascertain the effects, if any, of
          such substances and contaminants on its operations and persons using
          the Premises. Landlord makes no representation or warranty with regard
          to the environmental condition of the Premises. Subject to Section 8.4
          of the Lease, Subtenant, on behalf of itself and its affiliated
          entities and their respective partners, employees, successors and
          assigns (collectively, "RELEASORS"), hereby covenants and agrees not
          to sue and forever releases and discharges Landlord, and its trustees,
          officers, directors, agents and employees for and from any and all
          claims, losses, damages, causes of action and liabilities, arising out
          of hazardous substances or groundwater contamination presently
          existing on, under, or emanating from or to the Premises. Subject to
          Section 8.4 of the Lease, Releasors understand and expressly waive any
          rights or benefits available under Section 1542 of the Civil Code of
          California or any similar provision in any other jurisdiction. Section
          1542 provides substantially as follows: "A general release does not
          extend to claims which the creditor does not know or suspect to exist
          in his favor at the time of executing the release, which if known by
          him must have materially affected his settlement with the debtor."

4.   USE OF NAME. Subtenant shall not use any name, trademark or service mark of
          Stanford University without the prior written consent of Landlord,
          which consent may be given or withheld in Landlord's sole discretion.

5.   ALTERATIONS. Landlord hereby agrees that to the extent Landlord's prior
          written consent is required under the Lease for any Alterations to the
          Premises by Subtenant during the Early Access Period or the Sublease
          Term (as such terms are defined in the Sublease), (a) provided that
          Subtenant delivers its plans and specifications for such Alterations
          simultaneously to Landlord and to Tenant, Landlord shall undertake its
          review of such plans and specifications simultaneously with Tenant,
          (b) Landlord's consent to such Alterations, which shall not be
          unreasonably withheld, shall be given or denied in writing within ten
          (10) business days after Landlord's receipt of such plans and
          specifications, and (c) Landlord shall notify Tenant and Subtenant in
          writing at the time of Landlord's consent to such Alterations whether
          such Alterations will be required to be removed upon the expiration or
          earlier termination of the Lease.

6.   ADDITIONAL SECURITY DEPOSIT. In consideration of and as a further condition
          to Landlord's consent to the Sublease, on or before the Commencement
          Date of the Sublease (as defined in the Sublease), Tenant shall
          deliver to Landlord an irrevocable stand-by letter of credit in the
          amount of Two Million Five Hundred Seventy Five Thousand and 00/100
          Dollars ($2,575,000.00) (the "LETTER OF CREDIT") as credit enhancement
          for Tenant's continued performance under the Lease and not as a
          security deposit, as more particularly described in this Section 6.


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          (a)  The Letter of Credit shall be in form and substance and issued by
          a bank that is reasonably satisfactory to Landlord. The Letter of
          Credit shall: (i) name Landlord as beneficiary; (ii) allow Landlord to
          make partial and multiple draws thereunder up to the face amount only
          for the purposes permitted under this Section 6, (iii) require the
          issuing bank to pay to Landlord the amount of a draw upon receipt by
          such bank of a sight draft signed by Landlord and presented to the
          issuing bank, accompanied by Landlord's statement that said draw is
          being made in accordance with the terms of this Section 6; and (iv)
          provide that Landlord can freely transfer it upon an assignment or
          other transfer of its interest in the Lease to the assignee or
          transferee without having to obtain the consent of Tenant or the
          issuing bank, provided that the assignee or transferee has agreed to
          be bound by Landlord's obligations under the Lease and this Section 6.
          Landlord shall be entitled to draw upon the Letter of Credit in
          accordance with this Section 6, or at any time within thirty (30) days
          prior to the expiration date of the Letter of Credit unless Tenant
          shall have delivered to Landlord a replacement Letter of Credit
          meeting the requirements of this Section 6 and with an expiration date
          not less than twelve (12) months after the date of delivery. The
          Letter of Credit (or a replacement thereof satisfactory to Landlord)
          shall remain in effect until the expiration (i.e., March 31, 2011) or
          the sooner termination of the Lease, howsoever arising.


          (b)  Landlord shall have the right (but shall not be obligated to)
          draw under the Letter of Credit for the following purposes only: (i)
          to remedy any monetary Event of Default by Tenant in the performance
          of its obligations under the Lease; and (ii) to compensate Landlord
          for any losses, costs, liabilities or damages incurred by Landlord as
          a result of Tenant's failure to perform its monetary obligations under
          the Lease (collectively, "Losses"); or (iii) in the event Landlord
          reasonably determines that there is a material impairment of Tenant's
          ability to meet its ongoing monetary obligations under the Lease. In
          the event Landlord draws under the Letter of Credit pursuant to
          subsections (b)(i) and (ii) above, Landlord shall use or apply the
          proceeds of such draw solely to, and only in such amount necessary to,
          remedy the monetary Event of Default by Tenant under the Lease and to
          compensate Landlord for Losses. In the event Landlord draws under the
          Letter of Credit pursuant to subsection (b)(iii) above, Landlord shall
          first apply the proceeds from the Letter of Credit to any rental
          obligations then due and unpaid under the Lease, and thereafter may
          apply the proceeds from the Letter of Credit to future, unpaid rental
          obligations due through the expiration date of the Lease, whether or
          not the Lease is terminated prior to such date. If, despite the intent
          of the parties that the Letter of Credit not be considered a security
          deposit, a court of competent jurisdiction determines that the Letter
          of Credit is in fact a security deposit, then Tenant hereby waives to
          the extent inconsistent with the foregoing any restriction on the uses
          to which the proceeds of a draw under the Letter of Credit may be
          applied as contained in Section 1950.7(c) of the California Civil Code
          and/or any successor statute, if applicable. If Landlord so uses or
          applies the proceeds of a draw under the Letter of Credit pursuant to
          this Section 6, Tenant shall, within ten (10) business days after
          demand therefor, deposit cash or other collateral with the issuing
          bank and as required by the issuing bank in an amount sufficient to


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          restore the Letter of Credit to the amount thereof in effect
          immediately prior to such draw, and Tenant's failure to do so shall,
          at Landlord's option, be an Event of Default under the Lease. In the
          event Landlord has drawn the entire Letter of Credit pursuant to
          subsection (b)(iii) above, and if Tenant subsequently provides
          adequate assurance, in Landlord's reasonable judgment, that Tenant
          will continue to perform its monetary obligations under the Lease,
          then upon Tenant's delivery of a replacement Letter of Credit for the
          full amount thereof in effect immediately prior to such draw, Landlord
          shall refund to Tenant that portion of the Letter of Credit proceeds
          not already applied to rent that has previously become due.


          (c)  The Letter of Credit, or so much thereof as has not theretofore
          been applied by Landlord in accordance with this Section 6 or reduced
          pursuant to the following provisions of this Section 6, shall be
          returned, without payment of interest or other increment for their
          use, to Tenant at the expiration (i.e., March 31, 2011) or sooner
          termination of the Lease. No trust relationship is created herein
          between Landlord and Tenant with respect to the Letter of Credit.


          (d)  Commencing on the second (2nd) month of the Sublease Term (as
          defined in the Sublease), the amount of the Letter of Credit shall be
          reduced by Thirty Four Thousand Seven Hundred Ninety Seven and 30/100
          Dollars ($34,797.30) per month, such that the Letter of Credit shall
          be reduced to a zero balance by the expiration of the Lease (i.e.,
          March 31, 2011).



7.   LANDLORD/SUBTENANT EXTENSION AGREEMENT. Concurrently herewith, Landlord and
          Subtenant are entering into that certain Agreement Regarding Sublease
          and Lease (the "EXTENSION AGREEMENT"), pursuant to which, among other
          things, Landlord and Subtenant have agreed that (a) if the Lease is
          terminated prior to the expiration of its term, Landlord shall
          recognize the Sublease and Subtenant's occupancy of the Premises and
          the Sublease shall become effective as a direct lease between Landlord
          and Subtenant, and (b) upon the expiration of the Sublease, the Lease
          shall be extended as a direct lease between Landlord and Subtenant,
          all on the terms and conditions set forth in the Extension Agreement.
          In light of the Extension Agreement, Landlord and Subtenant hereby
          agree that (i) if for any reason the Sublease and/or the Lease becomes
          effective as a direct lease between Landlord and Subtenant, Tenant
          shall have no surrender obligations under the Lease (including without
          limitation, under Section 40 of the Lease), and Subtenant shall be
          solely responsible for satisfying any surrender obligations under the
          Lease (or the Extension Agreement); and (ii) if for any reason the
          Sublease and/or the Lease becomes effective as a direct lease between
          Landlord and Subtenant, Tenant shall have no obligations under the
          Sublease or the Lease, as applicable, arising from and after the date
          the Sublease or

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          the Lease, as applicable, becomes effective as a direct lease between
          Landlord and Subtenant.

8.   LIMITATION ON LANDLORD'S ACCEPTANCE OF OFFER. Notwithstanding anything to
          the contrary in Section 6(c) of the Extension Agreement (which amends,
          as between Landlord and Subtenant only, Section 18.4 of the Lease),
          Landlord hereby agrees that it shall not accept any Offer (as such
          term is defined in the amended Section 18.4 of the Lease) made by
          Subtenant to Landlord during the Sublease term unless Landlord intends
          to retain or occupy the portion of the Premises that is the subject of
          the Offer for Landlord's own use and benefit (and does not intend to
          further assign or sublease such space to a third party).

9.   SUBTENANT'S INSURANCE. Landlord and Tenant acknowledge that they have each
          reviewed the certificate of insurance that Subtenant proposes to
          deliver in connection with the Sublease, and that subject to the
          actual insurance policies being issued in conformance with Section
          21.2 of the Lease, the certificate of insurance evidences the types
          and levels of insurance coverage required by the Lease.

     IN WITNESS WHEREOF, the parties have executed this Consent as of the date
first above written.

                                     THE BOARD OF TRUSTEES OF THE
                                     LELAND STANFORD JUNIOR UNIVERSITY

                                     By Stanford Management Company

                                     By:  /s/ Jean Snider
                                          ------------------------------
                                          Jean Snider, Managing Director
                                             Stanford Research Park


                                     INCYTE CORPORATION

                                     By:  /s/ David Hastings
                                          ------------------------------

                                     Its: EVP, CFO
                                          ------------------------------


                                     CONNETICS CORPORATION

                                     By:  /s/ John L. Higgins
                                          ------------------------------

                                     Its: CFO
                                          ------------------------------




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