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                                                                  EXHIBIT 10.1

                              AMENDED AND RESTATED
                       MANUFACTURING AND SUPPLY AGREEMENT

This Amended and Restated Manufacturing and Supply Agreement is entered into
effective as of September 19, 2001, by and between Miza Pharmaceuticals (UK)
Limited, a company organized under the laws of England and Wales ("Miza"), and
Connetics Corporation, a Delaware corporation ("Connetics"). Miza and Connetics
are each referred to as a "Party" to this Agreement, and collectively as the
"Parties."

                                   BACKGROUND

A.      Connetics, under its former name Connective Therapeutics, Inc., and CCL
        Pharmaceuticals, a division of CCL Industries Limited, a limited company
        organized under the laws of England and Wales ("CCL"), are parties to a
        Supply Agreement dated 01 June 1996, as amended February 1998 and 27
        March 1998 (the "Original Agreement").

B.      With respect to the business arrangement pursuant to the Original
        Agreement, Miza is the successor in interest to CCL.

C.      Effective April 20, 2001, Connetics acquired Soltec Research Pty Ltd.
        ("Soltec"), which was the licensor of the products that were the subject
        of the Original Agreement.

D.      Connetics desires to use Miza's facilities, resources and expertise to
        manufacture the Products, as defined below, and Miza desires to act as a
        contract manufacturer of the Product(s) agreed to by both Parties in
        accordance with the terms and conditions set forth in this Agreement;

E.      Miza and Connetics wish to amend and expand the scope of the Original
        Agreement on the terms and conditions set forth in this Agreement, for
        the consideration set forth in this Agreement.

NOW, THEREFORE, in consideration of the above premises and the mutual covenants
set forth below, Miza and Connetics agree as follows:

                                    AGREEMENT

                                    ARTICLE 1
                                   DEFINITIONS

For the purposes of this Agreement, the following capitalized terms shall have
the following meanings:

"AFFILIATE" means any corporation or other business entity controlled by,
controlling or under common control with a party hereto. For this purpose
"control" shall mean direct or indirect


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beneficial ownership of fifty percent (50%) or more of the voting stock, or a
fifty percent (50%) or more interest in the income of, such corporation or other
business entity.

"BATCH" shall have the meaning set forth in the Quality Agreement.

"CERTIFICATE OF ANALYSIS" means a summary of the quality control testing, as
described in the Product Specifications, performed by Miza for Finished Product
supplied under this Agreement.

"CHANGE" shall have the meaning set forth in the Quality Agreement.

"cGMPs" means the current Good Manufacturing Practices of the FDA.

"COMMERCIALLY REASONABLE EFFORTS" means the effort by Miza or Connetics to
deploy, in light of prevailing circumstances and taking into account obligations
and commitments to third parties, sufficient resources, capital equipment,
material and labor as might reasonably be expected to achieve in a commercially
appropriate time-scale, the benefits which are reasonably anticipated to accrue
to Miza and Connetics from the commercial exploitation of the Products, and if
the Commercially Reasonable Efforts are to be directed to a specific goal, then
the achievement of that goal.

"CONFIDENTIAL INFORMATION" shall have the meaning set forth in SECTION 7.3 of
this Agreement.

"CONNETICS REPRESENTATIVE" means the person designated by Connetics who shall be
primarily resident on site at Miza's facility. As of the date of this Agreement,
[*] is designated as the Connetics Representative.

"DATE OF MANUFACTURE" shall have the meaning set forth in the Quality Agreement.

"DEVELOPMENT AGREEMENT" means any separate agreement entered into by the Parties
with respect to a potential Product that is not yet ready to be manufactured on
a commercial scale, including the requirements surrounding production of units
of Product and Placebo appropriately labeled for use in Connetics' clinical
trials (in amounts to be specified by Connetics, as required). Each such
Development Agreement shall, when executed, be appended to this Agreement as an
EXHIBIT D.

"DMF" means the Drug Master File for a Product, as filed by Miza with the FDA.

"FDA" means the Food and Drug Administration of the United States of America.

"FINISHED PRODUCT" shall have the meaning set forth in the Quality Agreement.

"IND" means an Investigational New Drug Application for a Product, as filed by
Connetics with the FDA.

"INITIAL TERM" shall have the meaning set forth in SECTION 10.1.

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"LABELING" means the primary container label, secondary packaging, package
insert, shelf pack and shipper label specific to a finished Product manufactured
in accordance with cGMPs and Connetics' instructions.

"LOSSES" shall have the meaning set forth in SECTION 11.1.

"MANUFACTURING STANDARDS" means the specifications for manufacturing, packaging,
labeling and storing the Products set forth in the Product Specifications, the
master batch record, cGMPs, MSDSs, and all other applicable U.S. laws and
regulations.

"MSDS" means material safety data sheet(s).

"NDA" means a New Drug Application for a Product, as filed by Connetics with,
and approved by the FDA.

"PLACEBO" means a Product adjusted to be formulated without the active
ingredient.

"PRODUCT SPECIFICATIONS" means the specifications provided by Connetics for the
manufacture of any Product.

"PRODUCT(S)" means the products described on EXHIBIT A to this Agreement, as it
may be properly amended from time to time by agreement of the Parties, and which
is incorporated by this reference as though fully set forth in this paragraph.

"QUALITY AGREEMENT" means the Agreement set forth as EXHIBIT C to this Agreement
and incorporated by this reference as though fully set forth in this Agreement.

"REGULATORY AUTHORITY" means the FDA or any equivalent or additional
governmental or regulatory agencies having jurisdiction with respect to Miza,
Miza's facilities, or the Products.

"UNIQUE MATERIALS" shall have the meaning set forth in SECTION 3.12 of this
Agreement.

                                    ARTICLE 2
                     PRODUCT SPECIFICATIONS AND MANUFACTURE

2.1     Manufacture of Products. During the term of this Agreement, and subject
        to the terms and conditions of this Agreement, Miza shall formulate,
        fill and package the Products in accordance with their respective
        Product Specifications, according to the terms of this Agreement and the
        Quality Agreement, as they may be amended from time to time.

2.2     Conformance to Product Specifications. Products (and jointly approved
        for the purposes of this section, the Placebo) shall conform to the
        Product Specifications, the terms of the Quality Agreement, and all
        specifications provided in Connetics' IND or NDA. Notwithstanding the
        foregoing, if Connetics accepts Product in accordance with the
        provisions of this Agreement and the Quality Agreement, this SECTION 2.2
        shall be deemed to have been satisfied.



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2.3     Labeling. Miza will label and package Product in finished form, pursuant
        to a firm purchase order accepted by Miza as described in SECTION 3.4,
        provided, however, that Connetics shall be responsible for the
        origination of artwork and text, as well as written final approval
        before manufacture, of the Labeling.

2.4     Raw Materials. Miza shall have the sole responsibility to source all raw
        materials used in manufacture of the Products, including all quality
        control responsibility for such raw materials.

2.5     Batch Testing; Certificate of Authenticity. Miza shall test, or cause to
        be tested, in accordance with the Product Specifications, each batch of
        Product manufactured pursuant to this Agreement before delivery to
        Connetics. Prior to each shipment of Product, Miza shall provide to
        Connetics a Certificate of Analysis attesting to the quality of each
        batch contained within the shipment, including review and approval by
        the appropriate quality control unit of all batch production and control
        records. Miza shall maintain and provide Connetics with such
        documentation as may be required for compliance with FDA and other
        applicable regulations.

2.6     Good Manufacturing Practice. Miza shall manufacture, store and prepare
        all Products for shipping in accordance with cGMPs, and the equivalent
        manufacturing requirements of the European Regulatory Authorities, as
        applicable, in an FDA inspected and ISO9000 certified facility,
        currently envisioned to be Miza's facility in Runcorn, U.K. Miza may not
        change manufacturing of Products to an alternate facility without first
        obtaining Connetics' written approval, including the approvals required
        pursuant to the Quality Agreement, such approval not to be unreasonably
        withheld.

2.7     DMF. To the extent required, Miza shall maintain a DMF or like filing,
        suitable for Miza's manufacture of Products, with the applicable
        regulatory agencies (including FDA) and shall ensure that its "active
        status" is maintained. Miza shall use Commercially Reasonable Efforts to
        timely accomplish, and bear the costs of, preparing for regulatory
        inspection, approval and associated filings required for the manufacture
        of Connetics' Products. Connetics shall directly pay or reimburse Miza
        for any fees and payments to such regulatory agencies required for such
        inspection, approval and associated filings (e.g., any FDA inspection
        fee); it is understood that Connetics is not responsible for any
        additional fees and payments related to the general operation of Miza's
        business or facilities. Miza will provide letter(s) granting Connetics
        and its designees the right of cross-reference to the DMF. Miza reserves
        the right to cancel such letter(s) in case of termination of this
        Agreement.

2.8     Inspections. Connetics has the right at any time during the term of this
        Agreement, upon reasonable prior notice and during reasonable business
        hours and without disruption to Miza's business, to inspect Miza's
        facility, and to make FDA-type inspections at its plant to satisfy
        itself that Miza manufactures and documents the Product according to
        current cGMPs, consistent with FDA standards and requirements. Such
        inspections may only be made by individuals reasonably acceptable to
        Miza. The provisions of this SECTION 2.8



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        are subject to the confidentiality provisions of ARTICLE 7. Connetics
        shall be responsible for its costs of travel and accommodation for such
        inspections.



                           [Intentionally Left Blank]





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2.9     Changes to Product Specifications.

        (a)     If Connetics desires any material change to the Product
                Specifications or manufacturing process, Connetics shall
                deliver, [*] prior to the expected date of implementation,
                written notice to Miza specifying such change desired by
                Connetics, and Miza shall acknowledge in writing any such notice
                within [*] days after Miza's receipt thereof; provided, however,
                that the Product Specifications or process shall not be
                supplemented, modified or amended in any respect without the
                prior written agreement of the Parties. Miza will use
                Commercially Reasonable Efforts to implement changes within [*]
                after Miza's acknowledgement of such notice. If Connetics
                requests a change to a Product Specification, including the
                manufacturing process, and Miza agrees that such change is
                feasible, such change shall be incorporated within the Product
                Specification pursuant to a written amendment to this Agreement.
                Connetics shall be responsible for obtaining any required FDA
                approval prior to implementation of such a change at Connetics'
                cost.

        (b)     Miza will communicate to Connetics in a timely manner any change
                in the Product Specification, including the manufacturing
                process, initiated by Miza, and will obtain Connetics' written
                approval by way of written amendment of this Agreement
                incorporating such change within the Product Specification prior
                to implementation of the change. No such change may be
                instituted except in compliance with this Agreement and the
                Quality Agreement. Connetics shall have the option of obtaining,
                or having Miza obtain any required FDA approval or other
                regulatory approval prior to implementation of such a change.
                Miza may provide additional services in conjunction with the
                manufacture of Products, such as additional formulation, process
                development or stability testing, at the request of Connetics
                and pursuant to Connetics' purchase order, and all data and
                results from such additional services shall be owned by
                Connetics and protected as confidential under this Agreement.

2.10    Connetics Representative at Miza. Connetics may, at Connetics' expense,
        place a company representative on-site at Miza's manufacturing facility
        during the term of this Agreement. Subject to the following sentence,
        such representative shall have full access to all operations, documents,
        and records that specifically pertain to the manufacture of the
        Products. The Connetics Representative shall accept Miza's procedures
        regulating external customer relationships (including GMP training,
        guarantee of confidentiality, and health procedures), and shall not
        materially disrupt Miza's operations.


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                                    ARTICLE 3
                               PLANNING AND SUPPLY

3.1     Production. Miza will produce Products to meet the mutually agreed upon
        forecasts, subject to the provisions of this ARTICLE 3. Miza will keep
        Connetics reasonably informed of all scheduled production activity for
        the Products.

3.2     Termination of Obligation. Miza's obligation to supply Product to
        Connetics shall terminate pursuant to the provisions of ARTICLE 10
        below.

3.3     Forecasts. Connetics shall provide Miza with an annual forecast for
        budgeting and production planning purposes. Connetics shall also deliver
        to Miza a monthly update during the first calendar week of each month.
        Each monthly update shall include a [*] setting forth Connetics'
        required quantities and delivery dates for each Product, together with a
        summary of changes from the previous update. Forecasts shall include the
        amounts of each Product to be manufactured and supplied by Miza and the
        expected timing for the delivery of each shipment during the forecast
        period. The Parties shall discuss each of the forecasts and shall
        mutually agree in good faith on the appropriateness of each forecast
        versus anticipated demand for Product.

3.4     Purchase Orders. Connetics will place written purchase orders directly
        or through its designated representatives with Miza approximately [*]
        prior to requested shipment date, including the following details:
        number of units, requested shipping date, shipping instructions and
        Connetics' order reference number including the price calculated
        according to this Agreement. Each Purchase Order issued pursuant to this
        Agreement shall be governed by the terms and conditions of this
        Agreement, and shall override any conflicting provisions in any purchase
        order and any invoice or packing slip generated by Miza with respect to
        the details set forth in this SECTION 3.4.

3.5     Receipt and Acceptance by Miza. Miza shall promptly acknowledge its
        receipt of purchase orders and inform Connetics of the anticipated dates
        of manufacture and delivery of each Product presentation to Connetics.
        Miza shall respond in writing as to its acceptance of each firm purchase
        order [*]. Once a specified quantity, form and delivery date terms have
        been agreed to by the Parties in any purchase order placed pursuant to
        this SECTION 3.5, the purchase order may not be canceled by either Party
        except as provided in SECTION 3.10 or in SECTION 3.11 below.

3.6     Shipment; Delays. Miza shall use Commercially Reasonable Efforts to ship
        Product to Connetics by the delivery date specified in the accepted
        purchase order. If Miza believes there will be a significant delay in
        shipment of Finished Product beyond the delivery dates specified in any
        accepted purchase order, Miza shall promptly inform Connetics of such
        expected delay and shall use Commercially Reasonable Efforts to minimize
        the delay.

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3.7     Change Orders. The time of delivery and quantities specified in a
        purchase order accepted by Miza pursuant to SECTION 3.5 above shall be
        binding upon the Parties and may not be changed or canceled, except as
        provided in SECTIONS 3.9 AND 3.10 below.

3.8     Increased Demand. Miza will use Commercially Reasonable Efforts to
        accommodate Connetics' requests for units in excess of those reserved
        for Connetics and set forth in EXHIBIT B to this Agreement; provided,
        however, that it shall not be a breach of this Agreement if Miza,
        despite its Commercially Reasonable Efforts, is unable to supply
        quantities of Product to Connetics in excess of [*] of the annual
        forecast supplied pursuant to SECTION 3.3 for that year.

3.9     Postponement of Manufacturing; Penalties.

        (a)     By Connetics. Connetics may postpone a purchase order for
                production in accordance with the provisions in this Section.
                Connetics may postpone each purchase order one time. In the
                event of postponement pursuant to this SECTION 3.9, Miza shall
                use Commercially Reasonable Efforts to reschedule the postponed
                order to a date agreeable to both Parties. Regardless of the
                amount of notice, if Connetics does not reschedule the Date of
                Manufacture to a date within [*] of the originally scheduled
                date, the Purchase Order shall be deemed cancelled, and
                Connetics shall incur the penalties, if any, pursuant to SECTION
                3.10.

        (b)     By Miza.

                (i)     Miza shall use Commercially Reasonable Efforts to meet
                        the terms of a purchase order that it accepts, taking
                        into account mutually agreed upon forecasts under
                        SECTION 3.3, available plant capacity and timing of its
                        production.

                (ii)    If Miza fails to meet the deadlines specified in a
                        purchase order that it has accepted, or specified in its
                        acceptance of the purchase order, and the failure is
                        caused by the negligence or willful misconduct of Miza,
                        then Connetics may require Miza to supply the
                        undelivered Product at the earliest possible future date
                        [*] unless otherwise agreed by Connetics, or Connetics
                        may at its option cancel such portion of the order
                        without penalty.

3.10    Cancellation of Purchase Orders; Penalties. Connetics may cancel a
        purchase order for production in accordance with the provisions in this
        Section. The charge for cancellation shall be determined according to
        the following schedule:

        (a)     If Connetics gives at least [*] notice prior to the
                manufacturing date assigned by Miza pursuant to SECTION 3.5,
                there shall be no penalty for cancellation.

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        (b)     If Connetics gives [*], Miza may invoice Connetics for, and
                Connetics shall be required to pay to Miza an amount equal to
                [*] of the amount owed under the purchase order, calculated in
                accordance with EXHIBIT B; provided, however, that Miza must use
                Commercially Reasonable Efforts to reallocate the suite to
                manufacture another product on the originally scheduled date,
                and no charge shall be assessed to Connetics if such efforts are
                successful.

        (c)     If Connetics gives [*] Miza may invoice Connetics for, and
                Connetics shall be required to pay to Miza an amount equal to
                [*] of the amount owed under the purchase order, calculated in
                accordance with EXHIBIT B; provided, however, that Miza must use
                Commercially Reasonable Efforts to reallocate the suite to
                manufacture another product on the originally scheduled date,
                and no charge shall be assessed to Connetics if such efforts are
                successful.

        (d)     If Connetics gives [*] of cancellation, Miza may invoice
                Connetics for, and Connetics shall be required to pay, an amount
                equal to [*] of the amount owed under the purchase order,
                calculated in accordance with EXHIBIT B.

3.11    Shipment; Inspection; Rejection

        (a)     Shipment of Product. Miza shall ship, or cause to be shipped at
                Connetics' expense, the Product to Connetics or such
                destination(s) as Connetics may designate in writing. Delivery
                of Product to a common carrier authorized by Connetics shall
                constitute delivery to Connetics, and risk of loss shall pass to
                Connetics at that time. Miza agrees to provide support to assist
                Connetics to pursue any Product related claims it may have
                against carriers, provided that Connetics shall reimburse Miza
                for any out-of-pocket expenses Miza may incur in providing such
                support. All invoices and other shipping documents shall be sent
                by first class mail or by fax to Connetics' address for notices
                under this Agreement, directed to the attention of Controller.

        (b)     Non-Conforming Product. Connetics may reject any batch of
                Product that does not conform to the Manufacturing Standards,
                subject to the terms of this Section and the Quality Agreement.
                Within ten (10) business days after Miza's internal release of
                Product, Connetics shall inspect the Product and notify Miza
                whether it will accept or reject the Product. No inspection
                under this Section shall relieve Miza of its obligations and
                warranties under this Agreement. If Connetics rejects all or any
                part of any shipment of Product, the procedures to be followed
                are:

                (i)     Connetics shall submit to Miza in writing any claim that
                        Product does not conform with the Product Specifications
                        or cGMPs, accompanied by a report of Connetics' analysis
                        (which analysis

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                        shall be conducted in good faith) and a sample of the
                        Product at issue, explaining in reasonable detail the
                        basis on which the allegedly nonconforming Product does
                        not meet the Product Specifications. Once nonconformance
                        is confirmed and fault is determined to belong with Miza
                        pursuant to the provisions of this Section 3.11(b),
                        Connetics shall not be obligated to pay for such
                        nonconforming shipment of Product. Only those tests
                        listed in the Product Specifications may be used to
                        demonstrate nonconformance of Product.

                (ii)    Miza shall conduct its own analysis of the sample in
                        good faith within thirty (30) days after the receipt by
                        Miza of the report and sample from Connetics, and
                        provide the results to Connetics.

                        (A)     If after Miza's own analysis of the sample Miza
                                agrees with the claim of nonconformity,
                                Connetics shall promptly inform Miza if
                                Connetics wishes to have Miza replace the
                                nonconforming Product with conforming Product.
                                If Connetics wishes to receive such replacement
                                Product, Miza shall provide such replacement as
                                soon as reasonably practicable thereafter, in
                                which case Connetics shall be obligated to pay
                                only for such replacement Product. Connetics
                                shall not be obligated to pay for the
                                nonconforming Product, and Miza shall: (1)
                                credit Connetics for the amount paid by
                                Connetics to Miza for the nonconforming Product
                                if Connetics has already paid for such
                                nonconforming Product or (2) cancel its invoice
                                to Connetics for such nonconforming Product if
                                Connetics has not yet paid for such
                                nonconforming Product, and Connetics shall not
                                be obligated to pay such canceled invoiced
                                amount.

                        (B)     If, after its own analysis, Miza does not agree
                                with the claim of nonconformity or determines
                                that Connetics is responsible for the
                                nonconformity, such Product shall be tested for
                                conformance with the applicable Product
                                Specifications by an independent third party
                                testing laboratory mutually acceptable to both
                                parties. The independent analysis shall be
                                binding on both Parties solely for the purpose
                                of determining whether such Product may be
                                rightfully rejected.

                (iii)   After a final determination that the Product shipment is
                        nonconforming, and if Miza is responsible for the
                        nonconformity, Connetics shall return or destroy it at
                        Miza's request and cost in the most cost effective and
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                                                                         Page 10
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                        manner available, consistent with federal, state and
                        local laws and regulations.

                (iv)    If conforming Product supplied under this Agreement
                        becomes nonconforming or unsuitable at no fault of Miza,
                        Connetics will remain obligated to pay Miza for such
                        Product. At Miza's request, Connetics shall return such
                        unsuitable Product to Miza. Otherwise, Connetics shall
                        destroy it in the most environmentally safe and
                        appropriate manner available, consistent with federal,
                        state and local laws and regulations.

        (c)     Notwithstanding the other provisions of this SECTION 3.11,
                Connetics shall have no right to reject any Product that fails
                to conform with the Manufacturing Standards if the
                nonconformance is attributable to (i) events outside of Miza's
                control that occurred after delivery to a common carrier, or
                (ii) processes, procedures or Product components specified or
                approved in writing by Connetics in the Product Specifications
                or otherwise, provided that Miza followed or used such
                processes, procedures and Product components materially in
                accordance with the Product Specifications.

3.12    Unique Materials. Connetics shall reimburse Miza for its actual costs
        expended for the purchase of "Unique Materials" (i.e., certain raw
        materials, artwork, printed cans, labels, cartons and special valves)
        purchased by Miza expressly to meet its performance obligations under
        this Agreement in reliance upon a firm Purchase Order pursuant to
        SECTION 3.4 and which later are made obsolete, or to the extent that
        such Unique Materials remain on hand at the expiration of this Agreement
        as provided under SECTION 10.1. For purposes of this Section, material
        is obsolete if it cannot be incorporated into the Product due to changes
        mandated by a Regulatory Authority, changes directed by Connetics, or
        Connetics-mandated cancellation or postponement. Once material becomes
        obsolete, Miza may invoice Connetics for the acquisition costs of such
        obsolete material from time to time, which invoices shall identify the
        material in question and shall be accompanied by a reasonably detailed
        statement of the cause of such obsolescence and a certification that
        Miza has disposed of such materials in accordance with the terms of this
        Agreement.

3.13    Risk of Loss. Risk of loss of Product shall be with Miza until delivery
        of Product to a common carrier pursuant to SECTION 3.11 of this
        Agreement. Notwithstanding the forgoing, Miza shall not be liable for
        loss of Product caused by an event of force majeure or Connetics'
        negligence or willful misconduct.

3.14    Insurance. Miza shall at its own expense obtain and maintain workers'
        compensation and comprehensive general liability insurance with respect
        to performance under this Agreement, in amounts reasonably determined by
        Miza, but in no event less than [*].

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                                    ARTICLE 4
                             PRICE AND PAYMENT TERMS

4.1     Price for Connetics' Products. Connetics shall pay Miza for Products in
        amounts to be agreed for each Product and for each size or formulation.
        Effective as of the date first written above, the agreed upon price for
        each Product shall be set forth in the document attached as EXHIBIT B to
        this Agreement, which Exhibit may be amended from time to time by the
        mutual written agreement of the Parties as described in SECTION 4.5,
        below.

4.2     Invoices. Miza shall submit to Connetics an invoice five (5) days after
        Miza's internal release of Product. Connetics shall make payment of each
        invoice within 45 days after receipt by Connetics. If within thirty (30)
        days after the delivery of Product and the accompanying Certificate of
        Analysis to Connetics, Connetics demonstrates non-conformance under
        SECTION 3.11 and Miza agrees with such finding, Connetics shall not be
        obligated to pay for such non-conforming shipment.

4.3     Most Favored Vendor. Miza agrees that the price charged to Connetics at
        all times during the term of this Agreement shall be Miza's lowest price
        for equivalent quantities and lead times, to the extent offered to third
        parties in the same marketplace.

4.4     Currency. Amounts due to Miza under this Agreement are payable in U.S.
        Dollars.

4.5     Annual Performance and Price Reviews. The Parties agree to review Miza's
        performance on each anniversary of this Agreement to determine whether
        Miza has complied with its obligations under this Agreement, and to
        renew and renegotiate the pricing under this Agreement as appropriate.
        If the Parties agree to any changes in the Pricing, a new EXHIBIT B
        shall be prepared and made a part of this Agreement by a written
        amendment to this Agreement.

                                    ARTICLE 5
                                   WARRANTIES

5.1     Quality. Each shipment of Product under this Agreement shall have been
        manufactured in accordance with U.S. cGMPs in a duly licensed facility
        and shall have been subject to a quality control inspection by Connetics
        in accordance with the Product Specifications and with Connetics' then
        current quality control standards and systems. Miza shall number each
        Product shipment with a vendor lot number that is traceable to raw
        materials and/or components used to manufacture such Product.

5.2     Representations and Warranties.

        (a)     Miza warrants that Product delivered to Connetics pursuant to
                this Agreement shall, at the time of delivery:



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                (i)     have been manufactured, filled, packaged, stored and
                        shipped in accordance with all applicable laws, rules,
                        regulations or requirements;

                (ii)    have been manufactured, filled, packaged and stored in
                        accordance with, and will conform to, the Product
                        Specifications;

                (iii)   will be free from defects in material, manufacturing and
                        workmanship for the shelf life of the Product as set
                        forth in the Product Specifications; and

                (iv)    not be adulterated or misbranded within the meaning of
                        the Federal Food, Drug and Cosmetic Act (the "Act") as
                        amended, or within the meaning of any applicable state
                        or municipal law in which the definitions of
                        adulteration and misbranding are substantially the same
                        as those contained in the Act, as the Act and such laws
                        are constituted and effective at the time of delivery.

        (b)     Licensing. Miza represents and warrants that it has obtained and
                will maintain on a current basis and will comply with all
                licenses, permits and approvals of applicable governmental
                agencies as may be required to manufacture, test and store the
                Product pursuant to this Agreement and perform its other
                obligations under this Agreement. Miza shall be responsible for
                obtaining and maintaining licenses and permits for manufacture,
                testing and storage of the Product and ensuring that its
                facilities used in the manufacture of the Product meet cGMPs in
                all respects.

        (c)     Compliance with Laws. Miza represents and warrants that it shall
                comply with all federal, state, local and foreign laws,
                regulations and other requirements applicable to the
                manufacture, testing and storage of the Product and the
                performance of Miza's obligations under this Agreement. Miza
                shall have sole responsibility for adopting and enforcing safety
                procedures for the handling and manufacture of the Product at
                its facilities and the proper handling and proper disposal of
                waste relating to the Product.

5.3     Limitations; Indemnification.

        (a)     Limitations on Warranty. The warranty furnished in SECTION
                5.2(B) shall not apply to defects caused by accident or willful
                damage, abuse, misuse, neglect, improper testing, handling,
                storage or use after delivery by Miza of the Product in question
                to Connetics.

        (b)     No Implied Representations; Warranties or Conditions. EXCEPT AS
                OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER MIZA NOR
                CONNETICS MAKES ANY REPRESENTATIONS OR WARRANTIES AND THERE ARE
                NO CONDITIONS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH
                RESPECT TO PRODUCT



                                                                         Page 13
<PAGE>

                SUPPLIED UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION,
                ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS WITH RESPECT TO
                NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR
                PURPOSE OF SUCH PRODUCT, OR ARISING FROM A COURSE OF DEALING OR
                USAGE OF TRADE PRACTICE.

        (c)     Limitation of Liability. EXCEPT FOR ANY LOSS, LIABILITY, DAMAGE
                OR OBLIGATION ARISING OUT OF OR RELATING TO THE DISCLOSURE OF
                CONFIDENTIAL INFORMATION PURSUANT TO ARTICLE 7 OR AS OTHERWISE
                EXPRESSLY SET FORTH IN THIS AGREEMENT, IN NO EVENT SHALL EITHER
                PARTY HAVE ANY LIABILITY TO THE OTHER PARTY OR ANY OTHER THIRD
                PARTY FOR ANY LOST OPPORTUNITY, COSTS OF PROCUREMENT OF
                SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, INCIDENTAL,
                CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES ARISING OUT OF THIS
                AGREEMENT, UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY
                (INCLUDING NEGLIGENCE), AND WHETHER OR NOT SUCH PARTY TO THIS
                AGREEMENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
                THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF
                ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. [*].


                                    ARTICLE 6
                               TECHNOLOGY TRANSFER

6.1     Without derogating from Miza's rights under this Agreement, Miza shall
        assist Connetics in qualifying a second source for Product, providing
        technical assistance and documentation as necessary, including such
        manufacturing technology and know-how so as to permit another entity to
        manufacture Product, and Miza agrees to cooperate with Connetics to
        facilitate the technology transfer.

6.2     Connetics agrees to reimburse Miza for Miza's expenses in providing the
        assistance required in SECTION 6.1 for any second source other than an
        Affiliate of Miza.


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                                    ARTICLE 7
                                 CONFIDENTIALITY

7.1     Confidentiality.

        (a)     Confidential Information. The Parties acknowledge that by reason
                of their relationship to each other under this Agreement, each
                will have access to certain information and materials concerning
                the other's business, plans, trade secrets, customers
                (including, but not limited to, customer lists), technology,
                and/or products that is confidential and of substantial value to
                that Party, which value would be impaired if such information
                were disclosed to Third Parties ("CONFIDENTIAL INFORMATION").
                Each Party agrees that it will not use in any way other than
                expressly authorized or contemplated under this Agreement, nor
                disclose to any third party, any such Confidential Information
                revealed to it by the other Party (except that Confidential
                Information may be disclosed, as required for the purposes of
                this Agreement, to any Regulatory Authority, an Affiliate,
                assignee, distributor, consultant or third party contractor or
                research and development organization under similar written
                obligations of non-disclosure and non-use), and will take every
                reasonable precaution to protect the confidentiality of such
                information and with no less restrictive precautions than it
                takes to protect its own confidential information. If
                Confidential Information is required to be disclosed in response
                to a valid order by a court, Regulatory Authority or other
                government body of competent jurisdiction, or if otherwise
                required to be disclosed by law, or if necessary to establish
                the rights of either Party under this Agreement, the receiving
                Party shall use Commercially Reasonable Efforts to provide the
                disclosing Party with advance notice of such required disclosure
                to give the disclosing Party sufficient time to seek a
                protective order or other protective measures, if any are
                available, for such Confidential Information.

        (b)     Exceptions. For purposes of this Agreement, information shall be
                deemed Confidential Information if such information, by its
                nature or due to the context within which it is disclosed, is
                obviously intended by the disclosing Party to be kept
                confidential even if not identified as such in writing or with
                legends or other markings. The person disclosing Confidential
                Information shall endeavor to confirm verbally disclosed
                Information as "CONFIDENTIAL" in writing, given the
                understanding that failure to do so does not constitute a
                designation of non-confidentiality, particularly when the
                confidential nature is apparent from context and subject matter.
                Upon request by either Party, the other Party will advise
                whether or not it considers any particular information or
                materials to be Confidential Information. Confidential
                Information does not include information, technical data or
                know-how that:

                (i)     is or becomes publicly available through no fault of the
                        receiving Party or its individual employees, agents or
                        members amounting to a breach of this Agreement;



                                                                         Page 15
<PAGE>

                (ii)    is lawfully obtained on a non-confidential basis by the
                        receiving Party from a third party who is not obligated
                        to retain such information in confidence;

                (iii)   the receiving Party can demonstrate, by competent
                        evidence, was known to it or any of its Affiliates from
                        a source other than the disclosing Party or any of its
                        Affiliates prior to the disclosure under this Agreement;

                (iv)    the receiving Party can demonstrate by its written
                        records is independently developed by employees of the
                        receiving Party or an Affiliate of the receiving Party,
                        which employees were neither privy to nor had access to
                        the Confidential Information and which is developed
                        without use in any way of the Confidential Information;

                (v)     must be disclosed to governmental agencies, provided
                        that: (A) this exception shall only apply to disclosure
                        to such agencies, and not to any other person or entity;
                        and (B) the disclosing Party shall (1) provide the other
                        Party with prompt notice (including copies of all
                        written requests or demands) of any proposed disclosure
                        to any governmental agency, with an explanation of the
                        Confidential Information of the other Party to be
                        disclosed; and (2) cooperate in any lawful effort by the
                        other Party to prevent, limit or restrict disclosure of
                        its Confidential Information to such government agency.

7.2     Remedy. If either Party breaches any of its obligations with respect to
        this ARTICLE 7, or if such a breach is likely to occur, the other Party
        shall be entitled to seek equitable relief, including specific
        performance or an injunction, in addition to any other rights or
        remedies, including money damages, provided by law, without posting a
        bond.

7.3     Agreement Terms. Subject to SECTION 15.2 and the exclusions set forth in
        SECTION 7.1(B), the Parties shall treat the terms and conditions of this
        Agreement as Confidential Information; provided, however, after written
        notification to the other Party, each Party may disclose the existence
        of this Agreement and the material terms and conditions of this
        Agreement under circumstances that reasonably ensure the confidentiality
        thereof to: (a) any government or regulatory authorities, including
        without limitation the United States Security and Exchange Commission
        pursuant to applicable law (excluding, to the extent legally permitted,
        disclosure of financial terms in any publicly available versions of
        information so disclosed), (b) its legal representatives, advisors and
        prospective investors, and (c) to Connetics' licensors to the extent
        required for compliance with Connetics' obligations under third party
        licenses.

7.4     Return of Confidential Information. Within ten (10) days following the
        termination of any agreement between the Parties with respect to the
        subject matter the receiving Party agrees to promptly return all
        tangible items relating to the Confidential Information,



                                                                         Page 16
<PAGE>

        including all written material, photographs, models, compounds,
        compositions and the like made available or supplied by the disclosing
        Party to receiving Party, and all copies thereof, upon the request of
        the disclosing Party, except such records as may be required to be kept
        for FDA or other government regulatory compliance. Recipient further
        agrees to identify those persons to whom the Confidential Information
        that is the subject of this Agreement was disclosed upon request of the
        disclosing Party.

7.5     Inside Information. Miza understands that Confidential Information may
        constitute "inside information" of Connetics for securities purposes and
        agrees to refrain from any unlawful disclosure, trading or other
        improper use of such information.

                                    ARTICLE 8
                                   ASSIGNMENT

8.1     Assumption of CCL Obligations. Miza expressly assumes all obligations of
        CCL under the Original Agreement up to the date of this Agreement.

8.2     Assignment by Miza. Miza shall have no right or authority to assign the
        Agreement or any portion of the Agreement, to sublet or subcontract in
        whole or in part, or otherwise delegate its performance under this
        Agreement, without Connetics' prior written consent, which consent shall
        not unreasonably be withheld. Notwithstanding the foregoing, nothing in
        this Agreement shall prohibit Miza from assigning this Agreement to any
        Affiliate of Miza that may from time to time own or operate the facility
        at Runcorn, England. No such assignment shall relieve Miza of primary
        liability for the performance of its obligations under this Agreement.

8.3     Assignment by Connetics. Connetics may assign this Agreement, provided
        prior reasonable written notice has been given to Miza. Miza agrees that
        if this Agreement is assigned to any third party or Affiliate, all the
        terms and conditions of this Agreement shall obtain between such third
        party or Affiliate and Miza with the same force and effect as if said
        Agreement had been made with such third party or Affiliate in the first
        instance, provided that no such assignment shall relieve Connetics of
        primary liability for the due performance of this Agreement.

                                    ARTICLE 9
                                  FORCE MAJEURE

Neither Party shall be considered in default of performance of its obligations
under this Agreement, except any obligation under this Agreement to make
payments when due, to the extent that performance of such obligations is delayed
by contingencies or causes beyond the reasonable control and not caused by the
negligence or willful misconduct of such Party, including but not limited to
strike, fire, flood, earthquake, windstorm, governmental acts or orders or
restrictions, or force majeure, to the extent that the failure to perform is
beyond the reasonable control of the nonperforming Party, if the Party affected
shall give prompt written notice of any such cause to the other Party. The Party
giving such notice shall thereupon be



                                                                         Page 17
<PAGE>

excused from such of its obligations under this Agreement for the period of time
that it is so disabled.

                                   ARTICLE 10
                              TERM AND TERMINATION

10.1    Term. Subject to the rights to terminate sooner under this Article 10,
        this Agreement shall expire on [*] (the "Initial Term"), after which
        this Agreement may be renewed for successive periods of one or more
        calendar year(s) each, any such agreement to renew to be confirmed in
        writing by the Parties. At the end of the Initial Term, this Agreement
        shall automatically renew for successive one-year periods under the same
        terms and conditions set forth under this Agreement (or such other terms
        agreed in writing by the Parties) until terminated in writing in
        accordance with the provisions of this Agreement.

10.2    Termination for Material Breach. Either Party may terminate this
        Agreement upon written notice if the other Party has breached any of its
        material obligations under this Agreement, and (a) such breach has not
        been cured within 60 days after written notice of the breach, or (b) if
        a plan, reasonably acceptable to the non-breaching Party, is not
        implemented to cure as soon as practicable after notice of the breach

10.3    Termination upon Insolvency. Either Party may, in addition to any other
        remedies available to it by law or in equity, terminate this Agreement
        immediately by written notice to the other Party upon (i) the filing by
        the other Party of a voluntary petition in bankruptcy or seeking
        reorganization, liquidation, dissolution, winding-up, arrangement,
        composition or readjustment of its debts or any other relief under any
        bankruptcy, insolvency, reorganization or other similar act or law of
        any jurisdiction now or hereafter in effect, (ii) the filing against
        such other Party of an involuntary petition in bankruptcy which is not
        dismissed within 60 days, (iii) the appointment of a receiver or trustee
        of any of such other Party's property if such appointment is not vacated
        within 60 days, (iv) the adjudication of such other Party as insolvent,
        or (v) the assignment of such other Party's property for the benefit of
        its creditors.

10.4    Termination for Force Majeure. Either Party may terminate this Agreement
        upon thirty (30) days written prior notice in the event of the other
        Party's inability to substantially perform its obligations under this
        Agreement for more than one hundred eighty (180) days due to an event of
        force majeure as described in SECTION 9.1.

10.5    Termination without Cause. Either Party may terminate this Agreement
        upon twelve (12) months' written notice.

10.6    Accrued Liabilities. The termination of this Agreement for any reason
        shall not discharge either Party's liability for obligations incurred
        under this Agreement and amounts unpaid at the time of such termination.
        Connetics shall be liable to pay Miza for any Product, work in progress
        and materials purchased by Miza to fulfill its obligations under this

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        Agreement, provided however that Miza shall make all Commercially
        Reasonable Efforts to mitigate its damages under such circumstances.

10.7    Return and Disposition of Property. Upon the termination of this
        Agreement for any reason, each Party shall return to the other Party or
        its designee all of such other Party's property, including, but not
        limited to, all proprietary information, in its possession. To the
        extent required by law or to comply with such Party's continuing
        obligations under this Agreement, each Party may keep a single copy of
        tangible property belonging to the other Party. Miza shall dispose of
        all bulk active ingredients, raw materials, containers, and Labeling not
        necessary to complete work in progress at Connetics' expense in
        accordance with Connetics' reasonable instructions.

                                   ARTICLE 11
                                 INDEMNIFICATION

11.1    Indemnification by Miza. Miza shall indemnify Connetics, its Affiliates
        and their respective directors, officers, employees and agents, and
        defend and save each of them harmless, from and against any and all
        suits, losses, actions, demands, investigations, claims, damages,
        liabilities, costs and expenses (including, without limitation,
        reasonable attorneys' fees and expenses) (collectively, "LOSSES")
        brought by third parties arising from or occurring as a result of:

        (a)     a nonconformity of Product with the warranties under SECTIONS
                5.1 and 5.2 except for any damages attributable to the
                negligence of Connetics, its employees or agents;

        (b)     Miza's failure to comply with the Product Specifications;

        (c)     any willful act or omission or negligence of Miza or its
                employees, agents or other contractors in the manufacturing and
                testing of the Product; or

        (d)     Miza's failure to comply with the Act and the regulations under
                the Act in the production of Product.

        (e)     any breach (or alleged breach) by Miza of its representations,
                warranties, or material obligations under this Agreement;

        (f)     the manufacture or the storage of the Product prior to the date
                of shipment of Product to Connetics by Miza or its Affiliates,

        all except to the extent caused by the negligence or willful misconduct
        of Connetics or its officers, agents, employees, Affiliates,
        sublicensees or customers.

11.2    Indemnification by Connetics. Connetics shall indemnify Miza, its
        Affiliates and their respective directors, officers, employees and
        agents, and defend and save each of them



                                                                         Page 19
<PAGE>

        harmless, from and against any and all Losses brought by third parties
        arising from or occurring as a result of:

        (a)     failure by Connetics to comply with the Food Drug and Cosmetic
                Act and the regulations under the Act;

        (b)     the handling or other use of the Product including by end users;

        (c)     any willful act or omission or negligence of Connetics or its
                employees, agents or other contractors

        (d)     any breach (or alleged breach) by Connetics of its
                representations, warranties, or material obligations under this
                Agreement;

        (e)     the manufacture by Connetics or third parties contracted by
                Connetics, or the storage of Product after the date of shipment
                of Product to Connetics by Miza or its Affiliates,

        all except to the extent caused by the negligence or willful misconduct
        of Miza or its officers, agents, employees, Affiliates, sublicensees or
        customers.

11.3    Process. If either Party expects to seek indemnification from the other
        pursuant to the provisions of this ARTICLE 11, it shall promptly give
        notice to the indemnifying Party of any such Claim. The indemnifying
        Party shall have the right to control the defense of such Claim and the
        indemnified Party shall cooperate with the indemnifying Party in the
        defense of such Claim. No settlement or compromise of any Claim shall be
        binding on a Party hereto without its prior written consent.

11.4    Patent Indemnification. Connetics shall indemnify and hold Miza and its
        employees, servants and agents harmless from and against any and all
        claims, demands, actions, suits, losses, damages, costs, expenses
        (including reasonable attorney's fees), and liabilities which Miza may
        incur, suffer or be required to pay by reason of any patent infringement
        suit brought against Miza because of Miza's manufacture of Product to
        the extent that the alleged infringement arose out of or related to
        Miza's use of processes, compounds or other products the rights to which
        are claimed to be owned by Connetics.

                                   ARTICLE 12
                            AUDIT RIGHTS; INSPECTIONS

12.1    Inspections. Connetics, upon its own discretion and at its own cost and
        expense, is entitled during ordinary business hours and at dates
        acceptable to Miza to inspect or to have inspected, Miza's plant and
        procedures used for manufacture and storage of the Products. Such
        inspections shall not materially disrupt Miza's business for other
        customers.



                                                                         Page 20
<PAGE>

12.2    Books and Records. Miza agrees to maintain and cause its Affiliates to
        maintain complete and accurate books and records of account so as to
        enable Connetics to verify amounts due and payable under this Agreement.
        In particular, Miza shall preserve and maintain all such records and
        accounts required for audit for a period of four (4) years after the
        calendar quarter for which the record applies.

12.3    Audit of Miza's Records. During the term of this Agreement, Connetics
        shall have the right upon four (4) weeks notice to Miza to have an
        independent certified public accountant, selected by Connetics and
        reasonably acceptable to Miza, audit Miza's records relating
        specifically to the Products during normal business hours; provided,
        however, that such audit shall not take place more frequently than once
        a year and shall not cover records for more than the preceding four (4)
        years.

12.4    Government Inspection. Miza agrees to advise Connetics by telephone and
        facsimile immediately of any proposed or announced visit or inspection,
        and as soon as possible but in any case within twenty-four (24) hours of
        any unannounced visit or inspection, by any Regulatory Authority of any
        facilities used by Miza in the performance of its obligations under this
        Agreement. Miza shall provide Connetics with a reasonable description of
        each such visit or inspection promptly (but in no event later than five
        [5] calendar days) thereafter, and with copies of any letters, reports
        or other documents (including Form 483's) issued by any such authorities
        that relate to the Products, or such facilities, processes or
        procedures. Connetics may review Miza's responses to any such reports
        and communications, and if practicable, and, insofar as timely received,
        Connetics' reasonable views and requests shall be taken into account
        prior to submission of such reports and communications to the relevant
        Regulatory Authority.

                                   ARTICLE 13
                                    DISPUTES

13.1    Arbitration. If the Parties' are unable to settle amicably any claim,
        dispute, controversy or difference arising out of or in relation to or
        in connection with this Agreement or for breach of this Agreement
        through consultation and negotiation in good faith and a spirit of
        mutual cooperation, then the dispute shall be resolved through binding
        arbitration in accordance with the rules of the American Arbitration
        Association then in effect. Judgment upon the award rendered by the
        arbitrators may be entered in any court having jurisdiction thereof. In
        any arbitration pursuant to this section, the award shall be rendered by
        a majority of the members of a board of arbitration consisting of three
        members, one being appointed by each Party and the third being appointed
        by mutual agreement of the two arbitrators appointed by the parties. The
        place of arbitration shall be [*].

13.2    UN Convention Not Applicable. The Parties expressly disclaim application
        to this Agreement of the United Nations Convention on Contracts for the
        International Sale of Goods, and agree that it shall not govern or apply
        to this Agreement or its performance or construction.

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13.3    Governing Law. This Agreement shall be governed, controlled, interpreted
        and defined by and under the laws of [*] and the United States without
        regard to that body of law known as conflicts of law; provided that
        issues relating to the validity and enforceability of patents shall be
        governed by the laws of the jurisdiction by which such patent was
        granted.

                                   ARTICLE 14
                                     NOTICES

Any notice required or permitted by this Agreement shall be in writing and shall
be sent by prepaid registered or certified mail, return receipt requested; by
facsimile; by internationally recognized courier; or by personal delivery, in
each case addressed to the other Party at the address below or at such other
address for which such Party gives notice under this Agreement.

        Connetics Corporation
        Attn: President and Chief Executive Officer
        3400 West Bayshore Road
        Palo Alto, California 94303
        U.S.A.

        If to Miza, at:
        Miza Pharmaceuticals (UK) Limited
        6 Seymour Court, Manor Park
        Runcorn, Cheshire, UK
        WA7 1SY
        Attn:  President and CEO

Such notice shall be deemed to have been given when delivered or, if delivery is
not accomplished by some fault of the addressee, when tendered. Either Party may
change its address for notice by delivering a written notice of the new address
in accordance with this Article.

                                   ARTICLE 15
                             NATURE OF RELATIONSHIP

15.1    No Agency; Independent Contractor. Each Party is and shall be considered
        to be an independent contractor of the other Party. Neither Party shall
        be the legal agent of the other for any purpose whatsoever and neither
        Party has any right or authority to make or underwrite any promise,
        warranty or representation, to execute any contract or otherwise to
        assume any obligation or responsibility in the name of or on behalf of
        the other Party. Neither Party shall be bound by or liable to any third
        persons for any act or for any obligation or debt incurred by the other
        toward such third party, except to the extent specifically agreed to in
        writing by the Party so to be bound.


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15.2    Public Statements. The Parties shall endeavor to provide courtesy copies
        of any public announcements concerning the relationship created by this
        Agreement. Neither Party shall make any representations concerning the
        other without the prior consent from the other Party. Notwithstanding
        the foregoing, each Party consents to references to it in reports or
        documents or other disclosures sent to stockholders or filed with or
        submitted to any governmental authority or stock exchange. Except for
        such disclosure as is required by applicable law and/or stock exchange
        regulation, neither Party shall make any announcement, news release,
        public statement, publication or presentation relating to the existence
        of this Agreement or the arrangements referred to in this Agreement
        without first notifying the other Party.

                                   ARTICLE 16
                              ADDITIONAL PROVISIONS

16.1    Headings. Article and section headings contained in this Agreement are
        included for convenience of reference only and shall not affect in any
        way the meaning or interpretation of this Agreement.

16.2    Partial Invalidity. If any provision of this Agreement is held to be
        invalid, illegal, or unenforceable by a court of competent jurisdiction,
        then: (a) such provision will be deemed amended to conform to applicable
        laws of such jurisdiction so as to be valid and enforceable, or, if it
        cannot be so amended without materially altering the intention of the
        parties, it will be stricken; (b) the validity, legality and
        enforceability of such provision will not in any way be affected or
        impaired thereby in any other jurisdiction; and (c) the remaining
        provisions of this Agreement will remain in full force and effect.

16.3    Survival. The covenants and agreements set forth in ARTICLES 7, 11 AND
        13 shall survive any termination or expiration of this Agreement and
        remain in full force and effect regardless of the cause of termination.

16.4    Entire Agreement. This Agreement, including the attached Exhibits,
        constitutes the entire agreement of the Parties with respect to the
        subject matter, and supersedes all prior or contemporaneous
        understandings or agreements, whether written or oral, between Connetics
        and Miza with respect to such subject matter. In particular, (a) this
        Agreement specifically supercedes and replaces the Original Agreement in
        its entirety, and (b) in the event of conflict between this Agreement
        and the terms and conditions of any purchase order or other form
        generated in performance of this Agreement, then the terms and
        conditions of this Agreement shall control, and (c) in the event of
        conflict between this Agreement and the Quality Agreement (as it may be
        amended from time to time), the terms of this Agreement shall govern all
        aspects of the relationship between the Parties except that the Quality
        Agreement shall govern with respect to quality matters.

16.5    Waivers. No waiver of any term or condition of this Agreement shall be
        valid or binding on either Party unless agreed in writing by the Party
        to be charged. The failure of either Party to enforce at any time, or
        for any period of time, any provision of



                                                                         Page 23
<PAGE>

        this Agreement, or the failure to require at any time performance by the
        other Party of any provision of this Agreement, shall in no way be
        construed to be a present or future waiver of such provisions or of the
        right of such Party thereafter to enforce that provision or other
        provisions of this Agreement.

16.6    Assignment, Binding Effect. Neither Party shall assign this Agreement,
        by operation of law or otherwise, except to an Affiliate of such Party,
        without the prior written consent of the other Party, which consent
        shall not be unreasonably withheld, and any such attempted assignment
        without such consent shall be void. No assignment shall be effective
        until the assignee shall have unconditionally assumed in writing all of
        the assignor's obligations under this Agreement and a written notice of
        such assignment is given to all the other Parties. When duly assigned in
        accordance with the foregoing, this Agreement shall be binding upon and
        inure to the benefit of the assignee.

16.7    Amendment. No amendment or modification of this Agreement shall be valid
        or binding upon the Parties unless made in writing and signed by the
        duly authorized representatives of both Parties.

16.8    Taxes. Miza and Connetics shall cooperate in seeking and/or applying for
        all available waivers, exclusions, exemptions, rebates and the like with
        respect to potential taxes (e.g., VAT) on the Products.

16.9    Conflicting Terms and Conditions. All sales under this Agreement shall
        be subject to the provisions of this Agreement (including, without
        limitation, the Product Specifications) and shall not be subject to the
        terms and conditions contained on any purchase order of Connetics or
        confirmation of Miza, except insofar as any such purchase order or
        confirmation establishes:

        (a)     the quantity and form of any Product ordered;

        (b)     the shipment date;

        (c)     the shipment routes and destinations; or

        (d)     the carrier.

16.10   Binding Effect and Assignment. Each Party agrees that its rights and
        obligations under this Agreement may not be transferred or assigned
        directly or indirectly, except as follows: (a) either Party may transfer
        or assign this Agreement to an Affiliate of such Party which agrees in
        writing to undertake the obligations under this Agreement, (b) either
        Party may transfer or assign this Agreement in connection with the sale
        of all or substantially all of the assigning Party's related business,
        and (c) either Party may transfer or assign this Agreement to a
        non-Affiliate Third Party with the prior written consent of the other
        Party, which consent shall not be unreasonably withheld. Subject to the
        foregoing, this Agreement shall be binding upon and inure to, the
        benefit of the Parties, their successors and assigns. Any attempted
        assignment contrary to the provisions of this SECTION 16.10 shall be
        deemed ineffective, and either Party shall have the right to terminate
        this Agreement, with the effect described in SECTION 10.2.



                                                                         Page 24
<PAGE>

16.11   Counterparts. This Agreement may be executed in two or more
        counterparts, each of which shall be deemed an original and all of which
        together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed
by their respective duly authorized officers as of the date first written above.


Connetics Corporation                     Miza Pharmaceuticals (UK) Limited

By: /s/                                   By: /s/
   ------------------------------            ----------------------------------

Title: President & CEO                    Title: President & CEO
       --------------------------                ------------------------------


                                          By: /s/
                                              ---------------------------------
                                          Title: Executive Vice President
                                                 Worldwide Business Development




                                                                         Page 25
<PAGE>

                                LIST OF EXHIBITS



EXHIBIT A                      PRODUCTS

EXHIBIT B                      PRICING

EXHIBIT C                      QUALITY AGREEMENT

EXHIBIT D                      FORM OF DEVELOPMENT AGREEMENTS






<PAGE>

                                    EXHIBIT A

                                    PRODUCTS




<TABLE>
<CAPTION>
MARKETED NAME           NDC CODE                       SIZE
<S>                   <C>                          <C>
Luxiq                 63032-021-00                 100 gram can
Olux                  63032-031-00                 100 gram can
Luxiq                 63032-021-50                 50 gram can
Olux                  63032-031-50                 50 gram can
</TABLE>



<PAGE>

                                   EXHIBIT B

                                    Pricing



<TABLE>
<CAPTION>
MARKETED NAME            SIZE                  PRICE PER UNIT*
<S>                   <C>                         <C>
Luxiq                    100 gram can             [*]
Olux                     100 gram can             [*]
Luxiq                    50 gram can              [*]
Olux                     50 gram can              [*]
</TABLE>

-------
* Certain information on this page has been omitted and filed separately with
  the Commission. Confidential treatment has been requested with respect to the
  omitted portions.



<PAGE>

                                    EXHIBIT C

                                QUALITY AGREEMENT



Quality and Technical Agreement between Connetics Corporation and Miza
Pharmaceuticals (UK) Limited, dated July 26, 2001