<PAGE>   1


                                                                   EXHIBIT 10.8C
                                  VINTAGE PARK

                             Foster City, California

                         RESEARCH AND DEVELOPMENT LEASE

                             BASIC LEASE INFORMATION



DATE:                      May 21, 1997                          LEASE REFERENCE

LANDLORD:                  WCB SIXTEEN LIMITED
                           PARTNERSHIP

TENANT:                    Penederm, Inc., a 
                           California corporation

PREMISES AND BUILDING:     320 Lakeside Dr., Suite A             PARAGRAPH I
                           Foster City, CA  94404

SQUARE FEET:               Approximately 14,842 sq. ft.

TERM COMMENCEMENT:         May 1, 1998                           PARAGRAPH 2

TERM EXPIRATION:           April 30, 2003                        PARAGRAPH 2

BASE RENT:                                                       PARAGRAPH 3(a)

05/01/98 - 04/30/99        $29,684.00 per mo.        $2.00/Sq.Ft.
05/01/99 - 04/30/00        $30,426.10 per mo.        $2.05/Sq.Ft.
05/01/00 - 04/30/01        $31,168.20 per mo.        $2.10/Sq.Ft.
05/01/01 - 04/30/02        $31,910.30 per mo.        $2.15/Sq.Ft.
05/01/02 - 04/30/03        $32,652.40 per mo.        $2.20/Sq.Ft.

TENANT'S PERCENTAGE SHARE:   57.69%                              PARAGRAPH 4(a)

INITIAL ESTIMATED MONTHLY OPERATING
EXPENSES AND PROPERTY TAXES: Not available at this time          PARAGRAPH 4(c)

USE: Tenant shall use the Premises for laboratory research       PARAGRAPH 6
     and development, general office, storage and all other 
     legally related uses.

SECURITY DEPOSIT:     $32,652.40                                 PARAGRAPH 15

                                       66
<PAGE>   2


TENANT'S ADDRESS FOR NOTICES:                                     PARAGRAPH 19
               Penederm, Inc.
               320 Lakeside Drive, Suite A
               Foster City, California 94404

LANDLORD'S ADDRESS FOR NOTICES:
               WCB Sixteen Limited Partnership                    PARAGRAPH 19
               c/o Northwest Asset Management Company, Inc.
               393 Vintage Park Drive, Suite 220
               Foster City, CA 94404

EXHIBIT(S) AND ADDENDUM:                                          PARAGRAPH 21
               Exhibit A: Diagram of Premises

TENANT IMPROVEMENT ALLOWANCE:       $50,000.00                    PARAGRAPH 2

DATE FOR DELIVERY OF INSTRUCTIONS

The provisions of the Lease identified above in the margin are those provisions
where references to particular Basic Lease Information appear. Each such
reference shall incorporate the applicable Basic Lease Information. In the event
of any conflict between any Basic Lease Information and the Lease, the latter
shall control.

TENANT                                     LANDLORD



Penederm, Inc.,                            WCB SIXTEEN LIMITED PARTNERSHIP, 
a Delaware corporation                     a Delaware corporation

                                           By:   WCB SIXTEEN, INC.,
                                                 a Delaware corporation
                                                 General Partner

By:  /s/  William T. Gutshall              By:  /s/ Wallace G. Murfit
    -----------------------------              -------------------------
Its:  Vice President, Operations           Its: Vice President

                                       67
<PAGE>   3







                            RESEARCH AND DEVELOPMENT
                                    NET LEASE
                              ---------------------

THIS LEASE, dated May 21, 1997 for purposes of reference only, is made and
entered into by and between WCB SIXTEEN LIMITED PARTNERSHIP, a Delaware limited
partnership ("Landlord") and Penederm, Inc., a California corporation
("Tenant").

                                          WITNESSETH

1. PREMISES. Landlord hereby leases to Tenant, and Tenant hereby leases from
Landlord for the term of this Lease and at the rental and upon the conditions
set forth below, the premises described in the Basic Lease information and
identified on the floor plan attached hereto as Exhibit A. Subject to any
obligations of Landlord as set forth in an exhibit to this Lease relating to
initial improvement of the premises. Tenant shall accept the premises in its
"as-is" condition at the commencement of the term. The premises are located
within the building (the "Building") commonly known as described in the Basic
Lease Information.

2. TERM. The term of this Lease shall commence and, unless sooner terminated as
hereinafter provided, shall and on the dates respectively specified in the Basic
Lease Information. If Landlord, for any reason whatsoever, cannot deliver
possession of the premises to Tenant at the commencement of the term, this Lease
shall not be void or voidable, nor shall Landlord be liable to Tenant for any
loss or damage resulting therefrom, but in that event, subject to any contrary
provisions in any agreement with Landlord related to the initial improvement of
the premises, rental shall be waived for the period between commencement of the
term and the time when Landlord can deliver possession. No delay in delivery of
possession shall operate to extend the term.

3.  RENT.

    (a)    Tenant shall pay to Landlord as rental the amount specified in the
           Basic Lease Information as the Base Rent, payable in advance on the
           commencement of the term and on or before the first day of each and
           every successive calendar month during the term. If the term
           commences on other than the first day of a calendar month, the first
           payment of rent shall be appropriately prorated on the basis of a
           30-day month.

    (b)    Tenant shall pay, as additional rent, all amounts of money required
           to be paid to Landlord by Tenant hereunder in addition to monthly
           rent, whether or not the same be designated "additional rent." If
           such amounts are not paid at the time provided in this Lease, they
           shall nevertheless be a collectable as additional rent with the next
           installment of monthly rent thereafter falling due, but nothing
           herein contained shall be deemed to suspend or delay the payment of
           any amount of money at the time the same becomes due and payable
           hereunder, or limit any other remedy of Landlord.

    (c)    Tenant hereby acknowledges that late payment by Tenant to Landlord of
           rent and other amounts due hereunder after the expiration of any
           applicable grace period will cause Landlord to incur costs not
           contemplated by this Lease, the exact amount of which will be
           extremely difficult to ascertain. Such costs include, but are not
           limited to, processing and accounting charges, and late charges which
           may be imposed on Landlord by the terms of any trust deed covering
           the premises. Accordingly, if any installment of rent or any other
           sums due from Tenant shall not be received by Landlord when due,
           Tenant shall pay to Landlord a late charge equal to 6% of such
           overdue amount. The parties hereby agree that such late charge
           represents a fair and reasonable estimate of the costs Landlord will
           incur by 

                                       68

                                       
<PAGE>   4

           reason of late payment by Tenant. Acceptance of such late charge by 
           Landlord shall in no event constitute a waiver of Tenant's
           default with respect to such overdue amount, nor prevent Landlord
           from exercising any of the other rights and remedies granted
           hereunder.

    (d)    Any amount due to Landlord, if not paid when due, shall bear
           interest from the date due until paid at the rate of 10% per
           annum or, if a higher rate is legally permissible, at the highest
           rate legally permitted, provided that interest shall not be
           payable on late charges incurred by Tenant nor on any amounts
           upon which late charges are paid by Tenant to the extent such
           interest would cause the total interest to be in excess of that
           legally permitted. Payment of interest shall not excuse or cure
           any default hereunder by Tenant.

    (c)    All payments due from Tenant to Landlord hereunder shall be made
           to Landlord without deduction or offset in lawful money of the
           United States of America at Landlord's address for notices
           hereunder, or to such other person or at such other place as
           Landlord may from time to time designate in writing to Tenant.

4.  TAXES AND OPERATING EXPENSES.

    (a)    This Lease is a net lease and Base Rent and additional rent shall be
           paid to and received by Landlord net of all costs and expenses to
           Landlord other than taxes upon the income of Landlord from all
           sources. Tenant shall pay its percentage share, as specified in the
           Basic Lease Information, of all Property Taxes assessed in respect of
           the Building during the term, and its percentage share of all
           Operating Expenses paid or incurred by Landlord during the term. For
           the purposes hereof, "Property Taxes" shall mean all real property
           taxes and assessments or governmentally imposed fees or charges (and
           any tax or fee levied wholly or partly in lieu thereof) levied,
           assessed, confirmed, imposed, or which have become a lien against the
           Building (which for the purposes of defining "Property Taxes" shall
           include the land underlying the Building) or payable during the term.
           For the purposes hereof, "Operating Expenses" shall mean all expenses
           and costs of every kind and nature which Landlord shall pay or become
           obligated to pay because of or in connection with the ownership and
           operation of the Building and surrounding property and supporting
           facilities, including, without limitation: (1) all costs of
           operation, maintenance and repair of the Building, (2) the cost of
           all Insurance maintained by Landlord with respect to the Building,
           and (3) the share allocable to the Building of dues and assessments
           payable under any reciprocal easement or common area maintenance
           agreements or declarations or to any owners' associations affecting
           the Building. Landlord shall not collect in excess of one hundred
           percent (100%) of all of Landlord's Operating Expenses and Landlord
           shall not recover, through Operating Expenses, any item of costs more
           than once. Operating Expenses for each calendar year shall be
           adjusted to equal Landlord's reasonable estimate of Operating
           Expenses had the total rentable area of the Building been occupied.

    (b)    In the event the Building is not separately assessed for tax
           purposes, then the Property Taxes to be paid by Tenant shall be
           Tenant's percentage share of the product obtained by multiplying the
           total of the real property taxes and assessments levied against the
           tax parcel of which the Building is a part by a fraction the
           numerator of which is the rentable area of the Building and the
           denominator of which is total rentable area of all improvements
           located within the tax parcel of which the Building is a part.

    (c)    Tenant shall pay to Landlord each month at the same time and in the
           same manner as monthly rent Tenant's percentage share of 1/12th of
           Landlord's estimate of Property Taxes and Operating Expenses for the
           then current calendar year, which for the calendar year for term
           commencement as set forth in the Basic Lease Information shall be the
           monthly amount specified therein. Within 90 days after the 

                                       69

                                       
<PAGE>   5

           close of each calendar year, or as soon after such 90-day period as
           practicable, Landlord shall deliver to Tenant a statement of actual
           Property Taxes and Operating Expenses for such calendar year. If on
           the basis of such statement Tenant owes an amount that is less than
           the estimated payments for such calendar year previously made by
           Tenant, Landlord shall refund such excess to Tenant. If on the basis
           of such statement Tenant owes an amount that is more than the
           estimated payments for such calendar year previously made by Tenant,
           Tenant shall pay the deficiency to Landlord within 30 days after
           delivery of the statement. The obligations of Landlord and Tenant
           under this subparagraph with respect to the reconciliation between
           estimated payments and actual Property Taxes and Operating Expenses
           for the last year of the term shall survive the termination of the
           Lease.

5. OTHER TAXES. Tenant shall pay or reimburse Landlord for (i) any taxes upon,
measured by or reasonably attributable to the cost or value of Tenant's
equipment, furniture, fixtures, and other personal property located in the
premises or leasehold improvements made in or to the premises at Tenants
expense, (ii) any taxes, assessments, fees, or charges imposed by any public
authority or private community maintenance association upon or by reason of the
development possession, use or occupancy of the premises or the parking
facilities used by Tenant in connection with the premises, and (iii) any gross
receipts tax imposed with respect to the rental payable hereunder.

6. USE.

    (a)    The premises shall be used and occupied by Tenant solely for the use
           set forth in the Basic Lease Information. Tenant shall, at Tenant's
           expense, comply promptly with all applicable statutes, ordinances,
           rules, regulations, orders, and requirements in effect during the
           term regulating Tenant's activities or the use by Tenant of the
           premises. Tenant shall not use or permit the use of the premises in
           any manner that will tend to create waste or a nuisance, which shall
           tend unreasonably to disturb other tenants of the Building, or which
           shall violate the terms of any recorded restrictions affecting the
           Building, nor shall Tenant place or maintain any signs on or visible
           from the exterior of the premises without Landlord's written consent,
           or use any corridors, sidewalks, or other areas outside of the
           premises for storage or any purpose other than access to the
           premises. Notwithstanding any other provision of this Lease, Tenant
           shall not use, keep, or permit to be used or kept on the premises any
           foul or noxious gas or substance or any hazardous or toxic material,
           nor shall Tenant do or permit to be done anything in and about the
           premises, either in connection with activities hereunder expressly
           permitted or otherwise, which would cause a cancellation of any
           policy of insurance maintained by Landlord in connection with the
           premises or the Building or which would violate the terms of any
           covenants, conditions, or restrictions affecting the Building or the
           land on which it is located.

    (b)    Tenant shall not cause, or allow anyone else to cause, any hazardous,
           toxic, or radioactive materials (collectively "Hazardous Materials")
           to be used, generated, stored, or disposed of on or about the
           premises or the Building without the prior written consent of
           Landlord, which consent may be withheld in the sole discretion of
           Landlord, and which consent may be revoked at any time. Tenant shall
           strictly comply with all statutes, laws, ordinances, rules,
           regulations, and precautions now or hereafter mandated or advised by
           any federal, state, local or other governmental agency with respect
           to the use, generation, storage, or disposal of Hazardous Materials.
           As herein used, Hazardous Materials shall include, but not be limited
           to, those materials identified in Sections 66680 through 66685 of
           Title 22 of the California Administrative Code, Division 4, Chapter
           30, as amended from time to time, and those substances defined as
           "hazardous substances," "hazardous materials," "hazardous wastes," or
           other similar designations in the Comprehensive Environmental
           Response, Compensation and Liability Act of 1980, as amended, 42
           U.S.C. Section 9601 et seq., the Resource Conservation and Recovery
           Act, 42 U.S.C. Section 6901 et seq., the Hazardous Materials
           Transportation Act, 49 U.S.C. Section 1801 et seq. and any other
           governmental statutes, laws, ordinances, rules, regulations, and
           precautions.

                                       70

                                       
<PAGE>   6

7.  UTILITIES.

    (a)    Tenant shall pay for all water, sewer, gas, electricity, heat,
           cooling energy, telephone, refuse collection, and other utility-type
           services furnished to Tenant or the premises, together with all
           related installation or connection charges or deposits. Wherever it
           is practical to do so such services shall be separately metered or
           charged to Tenant by the provider thereof and paid for directly by
           Tenant. To the extent any of the foregoing services are provided by
           Landlord, Tenant shall reimburse Landlord for all costs incurred by
           Landlord in connection with the provision of such services based on
           Landlord's reasonable estimate of the level of Tenant's use or
           consumption of such services. Landlord shall bill Tenant on a monthly
           or other periodic basis for such services and payment shall be made
           by Tenant within 10 days after submittal of Landlord's statement.

    (b)    Landlord shall not be in default hereunder or be liable for any
           damages directly or indirectly resulting therefrom, and there
           shall not be any rent abatement, by reason of any interruption or
           curtailment whatsoever in utility services.

8.  MAINTENANCE, REPAIRS AND ALTERATIONS.

    (a)    Subject to the provisions of paragraph 10 below, and except for
           damages caused by Tenant, its agents or invitees, Landlord shall keep
           in good condition and repair the foundations and exterior walls and
           roof of the Building and all common areas within the Building not
           leased to tenants. Tenant expressly waives the benefits of any
           statute now or hereafter in effect which would otherwise afford
           Tenant the right to make repairs at Landlord's expense or to
           terminate this Lease because of Landlord's failure to keep the
           premises or the Building in good order, condition, and repair.

    (b)    Tenant shall, at Tenant's expense, maintain the interior portion of
           the premises (including, but not limited to, all plumbing and
           electrical connections, outlets and lightbulbs) and any exterior
           glass or skylights in good condition and repair. If Tenant fails to
           do so Landlord may, but shall not be required to, enter the premises
           and put them in good condition, and Landlord's costs thereof shall
           automatically become due and payable as additional rent Tenant shall
           be responsible for the provision, at its own expense, of appropriate
           janitorial service for the premises. Tenant shall also cause to be
           maintained, at its expense and in good operating condition and
           repair, all heat, ventilating, and air conditioning equipment
           installed in the premises. If Landlord so elects, Tenant shall retain
           the services of Landlord or a maintenance company retained by it to
           perform maintenance of Tenant's heating, ventilating and air
           conditioning equipment and shall reimburse Landlord for the cost
           thereof upon demand. At the expiration of the term Tenant shall
           deliver up possession of the premises in good condition and repair,
           only ordinary wear and tear excepted.

    (c)    Tenant shall not, without Landlord's prior consent, make any
           alterations, improvements, or additions in or about the premises. In
           requesting Landlord's consent, Tenant shall submit to Landlord
           complete drawings and specifications describing such work and the
           identity of the proposed contractor. As a condition to giving such
           consent, Landlord may, among other things, require that Tenant remove
           any such alterations, improvements or additions at the expiration of
           the term, and to restore the premises to their prior condition.
           Before commencing any work relating to alterations, additions, or
           improvements affecting the premises, Tenant shall notify Landlord of
           the expected date of commencement thereof and of the anticipated cost
           thereof, and shall furnish such information as shall reasonably be
           requested by Landlord substantiating Tenant's ability to pay for such
           work. Landlord shall then have the right at any time and from time to
           time to post and maintain on the premises such notices as Landlord
           reasonably deems necessary to protect the premises and Landlord from
           mechanics' liens or any other liens. In any 



                                       71


                                       
<PAGE>   7

           event, tenant shall pay when due all claims for labor or materials
           furnished to or for Tenant at or for use in the premises. Tenant
           shall not permit any mechanics' liens to be levied against the
           premises for any labor or materials furnished to Tenant or claimed to
           have been furnished to Tenant or to Tenant's agents or contractors in
           connection with work of any character performed or claimed to have
           been performed on the premises by or at the direction of Tenant. All
           alterations, improvements, or additions in or about the premises
           performed by or on behalf of Tenant shall be done in a first-class,
           workmanlike manner and in compliance with all applicable laws,
           ordinances, regulations, and orders of any governmental authority
           having jurisdiction therefor, as well as the requirements of insurers
           of the premises and the Building. Upon Landlord's request, Tenant
           shall remove any contractor, subcontractor, or material supplier from
           the premises and the Building if the work or presence of such person
           or entity results in labor disputes in or about the Building, or
           damage to the premises or Building. Unless Landlord requires their
           removal, as set forth above, all alterations, improvements, or
           additions which may be made on the premises shall become the property
           of Landlord and remain upon and be surrendered with the premises at
           the expiration of the term; provided, however, that Tenant's
           machinery, equipment, and trade mixtures, other than any which may be
           affixed to the premises so that they cannot be removed without
           material damage to the premises, shall remain the property of Tenant
           and may be removed by Tenant.

9.  INSURANCE AND INDEMNITY.

    (a)    Tenant shall obtain and maintain during the term of this Lease
           general liability insurance on an occurrence basis with a combined
           single limit for personal injury and property damage in a form and
           with carriers acceptable to Landlord and an amount not less than
           $1,000,000, and employer's liability and workers' compensation
           insurance as required by law. Tenant's comprehensive general
           liability insurance policy shall be endorsed to provide that (i) it
           may not be canceled or altered in such a manner as adversely to
           affect the coverage afforded thereby without 30 days' prior written
           notice to Landlord, (ii) Landlord is named as additional insured,
           (iii) the insurer acknowledges acceptance of the mutual waiver of
           claims by Landlord and Tenant pursuant to subparagraph (b) below, and
           (iv) such insurance is primary with respect to Landlord and that any
           other insurance maintained by Landlord is excess and noncontributing
           with such insurance. If, in the opinion of landlord's insurance
           adviser, based on a substantial increase in recovered liability
           claims generally, the specified amounts of coverage are no longer
           adequate, such coverage shall be appropriately increased. Prior to
           the commencement of the term, Tenant shall deliver to Landlord a
           duplicate of such policy or a certificate thereof to Landlord for
           retention by it, with endorsements, and at least 30 days prior to the
           expiration of such policy or any renewal thereof, Tenant shall
           deliver to Landlord a replacement or renewal binder, followed by a
           duplicate policy or certificate within a reasonable time thereafter.
           If Tenant fails to obtain such insurance or to furnish Landlord any
           such duplicate policy or certificate as herein required, Landlord
           may, at its election, without notice to Tenant and without any
           obligation to do so, procure and maintain such coverage and Tenant
           shall reimburse Landlord on demand as additional rent for any premium
           so paid by Landlord.

    (b)    Landlord hereby waives all claims against Tenant, and Tenant's
           officers, directors, partners, employees, agents and representatives
           for loss or damage to the extent that such loss or damage is insured
           against under any valid and collectable insurance policy insuring
           Landlord or would have been insured against but for any deductible
           amount under any such policy, and Tenant waives all claims against
           Landlord including Landlord's officers, directors, partners,
           employees, agents, and representatives for loss or damage to the
           extent such loss or damage is insured against under any valid and
           collectable insurance policy insuring Tenant or required to be
           maintained by Tenant under this Lease, or would have been insured
           against but for any deductible amount under any such policy.
  

                                       72

<PAGE>   8

    (c)    As this Lease does not involve the public interest and insurance is
           available to Tenant which will protect it against such claims,
           damage, injury or death, Tenant hereby waives all claims against
           Landlord for damage to any property or injury to or death of any
           person in, upon or about the premises or the Building arising at any
           time and from any cause. Tenant shall hold Landlord harmless from and
           defend Landlord against all claims (except those arising from the
           solo negligence or willful misconduct of Landlord, its agents,
           employees or contractors) (i) for damage to any property or injury to
           or death of any person arising from the use of the premises by
           Tenant, or (ii) arising from the negligence or willful misconduct of
           Tenant, its employees, agents, or contractors in, upon or about those
           portions of the Building other than the premises, or (iii) any breach
           or default by Tenant under this Lease. The foregoing indemnity
           obligation of Tenant shall include reasonable attorneys' fees,
           investigation costs, and all other reasonable costs and expenses
           incurred by Landlord from the first notice that any claim or demand
           is to be made or may be made. The provisions of this paragraph 9
           shall survive the termination of this Lease with respect to any
           damage, injury, or death occurring prior to such termination.

10. DAMAGE OR DESTRUCTION.

    (a)    If during the term the premises are totally or partially destroyed,
           or any other portion of the Building is damaged in such a way that
           Tenant's use of the premises is materially interfered with, from a
           risk which is wholly covered by insurance the proceeds of which are
           made available to Landlord, Landlord shall proceed with reasonable
           diligence to repair the damage or destruction and this Lease shall
           not be terminated; provided, however, that if in the opinion of
           Landlord's architect the work of repair cannot be completed in 90
           days Landlord may at its election terminate the Lease by notice given
           to Tenant.

    (b)    If during the term the premises are totally or partially destroyed,
           or any other portion of the Building is damaged in such a way that
           Tenant's use of the premises is materially interfered with, from a
           risk which is not wholly covered by insurance, Landlord may at its
           election restore the premises or terminate this Lease.

    (c)    In case of destruction or damage which materially interferes with
           Tenant's use of the premises, if this Lease is not terminated as
           above provided, rent shall be abated during the period required for
           the work of repair based upon the degree of interference with
           Tenant's use of the premises. Except for abatement of rent, Tenant
           shall have no claim against Landlord for any loss suffered by Tenant
           due to damage or destruction of the premises or any work of repair
           undertaken as herein provided. The provisions of this paragraph 10
           shall supersede any provisions of Section 1932 and Section 1933(4) of
           the California Civil Code (which might permit Tenant to terminate the
           Lease or withhold rent) to the contrary.

11. EMINENT DOMAIN. If all or any part of the premises shall be taken as a
result of the exercise of the power of eminent domain or sold by Landlord under
threat of the exercise of such power, this Lease shall terminate as to the part
so taken as of the date of taking or sale, and, in the case of a partial taking,
either Landlord or Tenant shall have the right to terminate this Lease as to the
balance of the premises by notice to the other within 30 days after such date if
the portion of the premises taken shall be of such extent and nature as
substantially to handicap, impede or impair Tenant's use of the balance of the
premises for Tenant's purposes. In the event of any taking or such sale,
Landlord shall be entitled to any and all compensation, damages, income, rent,
awards, or any interest therein whatsoever which may be paid or made in
connection therewith, and tenant shall have no claim against Landlord for the
value of any unexpired term of this Lease or otherwise. In the event of a
partial taking or sale of the premises which does not result in a termination of
this Lease, the monthly rental thereafter to be paid shall be equitably reduced
on a square footage basis.


                                       73
<PAGE>   9


12.  ASSIGNMENT AND SUBLETTING.

    (a)    Tenant shall not assign this Lease or any interest herein or sublet
           the premises or any part thereof without the prior consent of
           Landlord, which consent shall not be unreasonably withheld; Tenant
           shall not hypothecate this Lease or any interest herein or permit the
           use of the premises by any party other than Tenant without the prior
           consent of Landlord, which consent may be withheld by Landlord in its
           absolute discretion. This Lease shall not, nor shall any interest
           herein, be assignable as to the interest of Tenant by operation of
           law without the consent of Landlord. Any of the foregoing acts
           without such consent shall be void and shall, at the option of
           Landlord, terminate this Lease. In connection with each consent
           requested by Tenant, Tenant shall submit to Landlord the terms of the
           proposed transaction, the identity of the parties to the transaction,
           the proposed documentation for the transaction, current financial
           statements of any proposed assignee or sublessee and all other
           information reasonably requested by Landlord concerning the proposed
           transaction and the parties involved therein.

    (b)    Without limiting the other instances in which it may be reasonable
           for Landlord to withhold its consent to an assignment or subletting,
           Landlord and Tenant acknowledge that it shall be reasonable for
           Landlord to withhold its consent in the following instances:

           (1)    if the proposed assignee or sublessee is a governmental
                  agency;

           (2)    if, in Landlord's reasonable judgment, the use of the premises
                  by the proposed assignee or sublessee would entail any
                  alterations which would lessen the value of the leasehold
                  improvements in the premises, or would require increased
                  services by Landlord;

           (3)    if, in Landlord's reasonable judgment, the financial worth of
                  the proposed assignee or sublessee does not meet the credit
                  standards applied by Landlord for other tenants under leases
                  with comparable terms, or the character, reputation or
                  business of the proposed assignee or sublessee is not
                  consistent with the quality of the other tenancies in the
                  Building;

           (4)    in the case of a subletting of less than the entire premises,
                  if the subletting would result in the division of the premises
                  into more than two subparcels, would create a subparcel of a
                  configuration that is not suitable for normal leasing
                  purposes, or would require access to be provided through space
                  leased or held for lease to another tenant or improvements to
                  be made outside of the premises; or

           (5)    if at the time consent is requested or at any time prior to
                  the granting of consent, Tenant is in default under the Lease
                  or would be in default under the Lease but for the pendency of
                  any grace or cure period under paragraph 13 below.

    (c)    If at any time or from time to time during the term of this Lease
           Tenant desires to sublet all or any part of the premises, Tenant
           shall give notice to Landlord setting forth the terms of the proposed
           subletting and the space so proposed to be sublet. Landlord shall
           have the option, exercisable by notice given to Tenant within 20 days
           after Tenant's notice is given, either to sublet from Tenant such
           space at the rental and other terms set forth in Tenant's notice, or,
           if the proposed subletting is for the entire premises for a sublet
           term ending within the last year of the term of this Lease, to
           terminate this Lease. If Landlord does not exercise such option,
           Tenant shall be free to sublet such space to any third party on the
           same terms set forth in the notice given to Landlord, subject to
           obtaining Landlord's prior consent as hereinabove provided.

                                       74

                                       
<PAGE>   10

    (d)    As used in this paragraph 12, the term "assign" or "assignment" shall
           include, without limitation, any sale, transfer, or other disposition
           of all or any portion of Tenant's estate under this Lease, whether
           voluntary or involuntary, and whether by operation of law or
           otherwise including any of the following:

           (1)    If Tenant is a corporation: (i) any dissolution, merger,
                  consolidation, or other reorganization of Tenant or (ii) a
                  sale of more than 50% of the value of the assets of Tenant or
                  (iii) if Tenant is a corporation with fewer than 500
                  shareholders, sale or other transfer of a controlling
                  percentage of the capital stock of Tenant. The phrase
                  "controlling percentage" means the ownership of, and the right
                  to vote, stocks possessing at least 50% of the total combined
                  voting power of all classes of Tenant's stock issues,
                  outstanding and permitted to vote for the election of
                  directors;

           (2)    If Tenant is a trust the transfer of more than 50% of the
                  beneficial interest of Tenant, or the dissolution of the
                  trust;

           (3)    If Tenant is a partnership or joint venture, the withdrawal,
                  or the transfer of the interest of any general partner or
                  joint venturer or the dissolution of the partnership or joint
                  venture;

           (4)    If Tenant is composed of tenants-in-common, the transfer of
                  interest of any co-tenants or the partition or dissolution of
                  the co-tenancy.

    (e)    No sublessee (other than Landlord if it exercises its option pursuant
           to subparagraph(c) above) shall have a right further to sublet, and
           any assignment by a sublessee of its sublease shall be subject to
           Landlord's prior consent in the same manner as if Tenant were
           entering into a new sublease.

    (f)    In the case of an assignment, all sums or other economic
           consideration received by Tenant as a result of such assignment shall
           be paid to Landlord after first deducting the unamortized cost of
           leasehold improvements paid for by Tenant, and the cost of any real
           estate commissions incurred in connection with such assignment in the
           event such consideration is received by Tenant in installments, the
           portion of each installment to be paid to Landlord shall be
           determined by multiplying the installment by a fraction, the
           numerator of which is the total amount of the foregoing permitted
           deductions and the denominator of which is the total consideration
           receivable by Tenant as a result of such assignment.

    (g)    In the case of a subletting, all sums or economic consideration
           received by Tenant as a result of such subletting shall be paid to
           Landlord after first deducting (i) the rental due hereunder, prorated
           to reflect only rental allocable to the sublet portion of the
           premises, (ii) the cost of leasehold improvements made to the sublet
           portion of the premises at Tenant's cost, amortized over the term of
           this Lease except for leasehold improvements made for the specific
           benefit of the sublessee, which shall be amortized over the term of
           the sublease, and (iii) the cost of any real estate commissions
           incurred in connection with such subletting, amortized over the term
           of the sublease.

    (h)    Regardless of Landlord's consent, no subletting or assignment shall
           release Tenant of Tenant's obligation or alter the primary liability
           of Tenant to pay the rental and to perform all other obligations to
           be performed by Tenant hereunder. The acceptance of rental by
           Landlord from any other person shall not be deemed to be a waiver by
           Landlord of any provision hereof. Consent to one assignment or
           subletting shall not be deemed consent to any subsequent assignment
           or subletting. In the event of default by any assignee of Tenant or
           any successor of Tenant in the performance of any of the terms
           hereof, Landlord may proceed directly against Tenant without the
           necessity of exhausting remedies against such assignee or successor.
           Landlord may consent to subsequent assignments or subletting of this
           Lease or amendments or modifications to this Lease with assignees of
           Tenant, without notifying 



                                       75

                                       
<PAGE>   11


           Tenant, or any successor of Tenant, and without obtaining its or
           their consent thereto and such action shall not relieve Tenant of
           liability under this Lease.

    (i)    In the event Tenant shall assign or sublet the premises or request
           the consent of Landlord to any assignment or subletting or if Tenant
           shall request the consent of Landlord for any act that Tenant
           proposes to do, then Tenant shall pay Landlord's reasonable
           attorneys' fees incurred in connection therewith.

13.  DEFAULT BY TENANT.

    (a)    The following events shall constitute events of default under this
           Lease:

           (1)    a default by Tenant in the payment of any rent or other sum
                  payable hereunder for a period of 10 days after the same is
                  due, provided that if Tenant has failed one or more times in
                  any twelve-month period to pay any rent or other sum within 10
                  days after the due date, no grace period shall thereafter be
                  applicable hereunder;

           (2)    a default by Tenant in the performance of any of the other
                  terms, covenants, agreements, or conditions contained herein
                  and, if the default is curable, the continuation of such
                  default for a period of 10 days after notice by Landlord or
                  beyond the time reasonably necessary for cure if the default
                  is of the nature to require more than 10 days to remedy,
                  provided that if Tenant has defaulted in the performance of
                  the some obligation one or more times in any twelve-month
                  period and notice of such default has been given by Landlord
                  in each instance, no cure period shall thereafter be
                  applicable hereunder:

           (3)    the bankruptcy or insolvency of Tenant, any transfer by Tenant
                  in fraud of creditors, assignment by Tenant for the benefit of
                  creditors, or the commencement of any proceedings of any kind
                  by or against Tenant under any provision of the Federal
                  Bankruptcy Act or under any other insolvency, bankruptcy or
                  reorganization act unless, in the event any such proceedings
                  are involuntary, Tenant is discharged from the same within 60
                  days thereafter; the appointment of a receiver for a
                  substantial part of the assets of Tenant; or the levy upon
                  this Lease or any estate of Tenant hereunder by any attachment
                  or execution; or

           (4)    the abandonment of the premises.

    (b)    Upon the occurrence of any event of default by Tenant hereunder,
           Landlord may, at its option and without any further notice or demand,
           in addition to any other rights and remedies given hereunder or by
           law, do any of the following:

           (1)    Landlord shall have the right, so long as such default
                  continues, to give notice of termination to Tenant, and on the
                  date specified in such notice this Lease shall terminate.

           (2)    In the event of any such termination of this Lease, Landlord
                  may then or at any time thereafter, re-enter the premises and
                  remove therefrom all persons and property and again repossess
                  and enjoy the premises, without prejudice to any other
                  remedies that Landlord may have by reason of Tenant's default
                  or of such termination.

           (3)    In the event of any such termination of this Lease, and in
                  addition to any other rights and remedies Landlord may have,
                  Landlord shall have all of the rights and remedies of a
                  landlord 


                                       76

                                       
<PAGE>   12


                  provided by Section 1951.2 of the California Civil Code. The
                  amount of damages which Landlord may recover in event of such
                  termination shall include, without limitation, (i) the worth
                  at the time of award (computed by discounting such amount at
                  the discount rate of the Federal Reserve Bank of San Francisco
                  at the time of award plus one percent) of the amount by which
                  the unpaid rent for balance of the term after the time of
                  award exceeds the amount of rental loss that Tenant proves
                  could be reasonably avoided, (ii) all legal expenses and other
                  related costs incurred by Landlord following Tenant's default,
                  (iii) all costs incurred by Landlord in restoring the premises
                  to good order and condition, or in remodeling, renovating or
                  otherwise preparing the premises for reletting, and (iv) all
                  costs (including, without limitation, any brokerage
                  commissions) incurred by Landlord in reletting the premises.

           (4)    For the purpose of determining the unpaid rent in the event of
                  a termination of this Lease, or the rent due hereunder in the
                  event of a reletting of the premises, the monthly rent
                  reserved in this Lease shall be deemed to be the sum of the
                  rental due under paragraph 3 above and the amounts last
                  payable by Tenant pursuant to paragraph 4 above.

           (5)    After terminating this Lease, Landlord may remove any and
                  all personal property located in the premises and place such
                  property in a public or private warehouse or elsewhere at the
                  sole cost and expense of Tenant.

    (c)    Even though Tenant has breached this Lease and abandoned the
           premises, this Lease shall continue in effect for so long as Landlord
           does not terminate Tenant's right to possession, and Landlord may
           enforce all its rights and remedies under this Lease, including the
           right to recover rental as it becomes due under this Lease. Acts of
           maintenance or preservation, efforts to relet the premises, or the
           appointment of a receiver upon initiative of Landlord to protect
           Landlord's interest under this Lease, shall not constitute a
           termination of Tenant's right to possession.

    (d)    The remedies provided for in this Lease are in addition to any other
           remedies available to Landlord at law or in equity, by statute or
           otherwise.

14. DEFAULT BY LANDLORD. Landlord shall not be in default unless Landlord fails
to perform obligations required of Landlord hereunder within a reasonable time,
but in no event later than 30 days after notice by Tenant to Landlord specifying
wherein Landlord has failed to perform such obligation; provided, however, that
if the nature of Landord's obligation is such that more than 30 days are
required for performance, then Landlord shall not be in default if Landlord
commences performance within such 30 day period and thereafter diligently
prosecutes the same to completion.

15. SECURITY DEPOSIT. On execution of this Lease Tenant shall deposit with
Landlord the sum specified in the Basic Lease Information (the "deposit"). The
deposit shall be held by Landlord as security for the performance by Tenant of
all of the provisions of this Lease. If Tenant fails to pay rent or other
charges due hereunder, or otherwise defaults with respect to any provision of
this Lease, Landlord may use, apply, or retain all or any portion of the deposit
for the payment of any rent or other charge in default, or the payment of any
other sum to which Landlord may become obligated by reason of Tenant's default,
or to compensate Landlord for any loss or damage which Landlord may suffer
thereby. If Landlord so uses or applies all or any portion of the deposit, then
within 10 days after demand therefor Tenant shall deposit cash with Landlord in
an amount sufficient to restore the deposit to the full amount thereof, and
Tenant's failure to do so shall be a material breach of this Lease. Landlord
shall not be required to keep the deposit separate from its general accounts. If
Tenant performs all of Tenant's obligations hereunder, the deposit, or so much
thereof as has not theretofore been applied by Landlord, shall be returned,
without payment of interest for its use, to Tenant (or, at Landlord's option, to
the last assignee, if any, of Tenant's interest hereunder) at the expiration of
the 


                                       77


                                       
<PAGE>   13

term hereof, and after Tenant has vacated the premises. No trust relationship is
created herein between Landlord and Tenant with respect to the deposit.

16. ESTOPPEL CERTIFICATE.

    (a)    Tenant shall at any time upon not more than 10 days' prior notice
           from Landlord execute, acknowledge and deliver to Landlord a
           statement certifying (i) that this Lease is unmodified and in full
           force and effect (or, if modified, stating the nature of such
           modification and certifying that this Lease, as so modified, is in
           full force and effect) (ii) the date to which the rent, security
           deposit, and other sums payable hereunder have been paid, (iii)
           acknowledging that there are not, to Tenant's knowledge, any uncured
           defaults on the part of Landlord hereunder, or specifying such
           defaults, if any, which are claimed, and (iv) such other matters as
           may reasonably be requested by Landlord. Any such statement may be
           conclusively relied upon by any prospective purchaser or encumbrancer
           of the Building.

    (b)    Tenant's failure to deliver such statement within such time shall
           be conclusive upon Tenant, (i) that this Lease is in full force
           and effect, without modification except as may be represented by
           Landlord, (ii) that there are no uncured defaults in Landlord's
           performance, and (iii) that not more than one month's rent has
           been paid in advance.

    (c)    If Landlord desires to finance or refinance the Building, Tenant
           agrees to deliver to any lender designated by Landlord such
           financial statements of Tenant as may be reasonably required by
           such lender. All such financial statements shall be received by
           Landlord in confidence and shall be used only for the purposes
           herein set forth.

17. SUBORDINATION. This Lease, at Landlord's option, shall subordinate to any
ground lease, mortgage, deed of trust, or any other hypothecation for security
now or hereafter placed upon the Building and to any and all advances made on
the security thereof and to all renewals, modifications, consolidations,
replacements and extensions thereof. Notwithstanding such subordination,
Tenant's right to quiet possession of the premises shall not be disturbed if
Tenant is not in default and so long as Tenant shall pay the rent and observe
and perform all of the provisions of this Lease, unless this Lease is otherwise
terminated pursuant to its terms. If any mortgagee, trustee, or ground lessor
shall elect to have this Lease prior to the lien of its mortgage, deed of trust
or ground lease, and shall give notice thereof to Tenant, this Lease shall be
deemed prior to such mortgage, deed of trust, or ground lease, whether this
Lease is dated prior to or subsequent to the date of said mortgage, deed of
trust or ground lease or the date of recording thereof. If any mortgage or deed
of trust to which this Lease is subordinate is foreclosed or a deed in lieu of
foreclosure is given to the mortgagee or beneficiary. Tenant shall attorn to the
purchaser at the foreclosure sale or to the grantee under the deed in lieu of
foreclosure; if any ground lease to which this Lease is subordinate is
terminated. Tenant shall attorn to the ground lessor. Tenant agrees to execute
any documents required to effectuate such subordination or to make this Lease
prior to the lien of any mortgage, deed of trust or ground lease, as the case
may be, or to evidence such attornment.

18. ATTORNEYS' FEES. If as a result of any breach or default in the performance
of any of the provisions of this Lease, Landlord uses the services of an
attorney in order to secure compliance with such provisions or recover damages
therefor, or to terminate this Lease or evict Tenant, Tenant shall reimburse
Landlord upon demand for any and all attorneys' fees and expenses so incurred by
Landlord, provided that if Tenant shall be the prevailing party in any legal
action brought by Landlord against Tenant, Tenant shall be entitled to recover
for the fees of its attorneys in such amount as the court may adjudge
reasonable.

19. NOTICES. All notices, consents, demands, and other communications from one
party to the other given pursuant to the terms of this Lease shall be in writing
and shall be deemed to have been fully given when deposited in the United States
mail, certified or registered, postage prepaid, and addressed as follows: to
Tenant at the address specified in the 

                                       78

                                       
<PAGE>   14

Basic Lease Information or to such other place as Tenant may from time to time
designate in a notice to Landlord; to Landlord at the address specified in the
Basic Lease Information, or to such other place and with such other copies as
Landlord may from time to time designate in a notice to Tenant; or, in the case
of Tenant, delivered to Tenant at the premises.

20. GENERAL PROVISIONS.

    (a)    This Lease shall be governed by and construed in accordance with
           the laws of the state of California.

    (b)    The invalidity of any provision of this Lease, as determined by a
           court of competent jurisdiction, shall in no way affect the
           validity of any other provision hereof.

    (c)    This Lease contains all agreements of the parties with respect to
           any matter mentioned herein and only may be modified in a writing
           executed by the parties.

    (d)    No waiver by Landlord of any provision hereof shall be deemed a
           waiver of any other provision or of any subsequent breach by Tenant
           of the same or any other provision. Landlord's consent to or approval
           of any act shall not be deemed to render unnecessary the obtaining of
           Landlord's consent to or approval of any subsequent act by Tenant.
           The acceptance of rent hereunder by Landlord shall not be a waiver of
           any preceding breach by Tenant of any provision hereof, other than
           the failure of Tenant to pay the particular rent accepted, regardless
           of Landlord's knowledge of such preceding breach at the time of
           acceptance of such rent.

    (e)    If Tenant remains in possession of the premises or any part thereof
           after the expiration of the term with the consent of Landlord, such
           occupancy shall be a tenancy from month to month at a rental in the
           amount of twice the last month's rental during the term plus all
           other charges payable hereunder, and upon all of the terms hereof.

    (f)    Subject to the provisions of this Lease restricting assignment or
           subletting by Tenant, this Lease shall bind the parties, their
           personal representatives, successors, and assigns.

    (g)    Landlord and Landlord's agents shall have the right to enter the
           premises at reasonable times for the purpose of inspecting the same,
           showing the same to prospective purchasers or lenders, and making
           such alterations, repairs, improvements, or additions to the premises
           or to the Building as Landlord may deem necessary or desirable.
           Landlord may at any time during the last 120 days of the term place
           on or about the premises any ordinary "For Lease" sign.

    (h)    The voluntary or other surrender of this Lease by Tenant, the mutual
           cancellation thereof or the termination of this Lease by Landlord as
           a result of Tenant's default shall, at the option of Landlord,
           terminate all or any existing subtenancies or may, at the option of
           Landlord, operate as an assignment to Landlord of any or all of such
           subtenancies.

    (i)    If Tenant is a corporation, each individual executing this Lease on
           behalf of Tenant represents and warrants that he is duly authorized
           to execute and deliver this Lease on behalf of the corporation in
           accordance with a duly adopted resolution of the Board of Directors
           and that this Lease is binding upon the corporation in accordance
           with its terms.

    (j)    The term "Landlord" as used herein means the then owner of the
           Building and in the event of a sale of the Building the selling owner
           shall be automatically relieved of all obligations of Landlord
           hereunder, except for acts or omissions of Landlord theretofore
           occurring.

                                       79
<PAGE>   15

    (k)    Tenant covenants for itself, its heirs, executors, administrators.
           and assigns, and all persons claiming under or through it, and this
           Lease is made and accepted upon it subject to the condition that
           there shall be no discrimination against or segregation of any person
           or group of persons, on account of race, color, creed, religion, sex,
           marital status, national origin, or ancestry in the leasing,
           subleasing, transferring, use, occupancy, tenure, or enjoyment of the
           premises herein leased nor shall the Tenant itself, or any person
           claiming under or through it, establish or permit any such practice
           or practices of discrimination or segregation with reference to the
           selection, location, number, use, or occupancy of tenants,
           subtenants, or vendees in the premises.

    (l)    The term "day" as used herein means a calendar day.

    (m)    The obligations of Landlord under this Lease do not constitute
           personal obligations of the partners, directors, officers,
           shareholders, or trustees of Landlord, and Tenant shall look solely
           to the Building and to no other assets of the Landlord or any of its
           trustees, partners, officers, directors, employees, or consultants
           for satisfaction of any liability in respect of this Lease and Tenant
           will not seek recourse against the individual partners, directors,
           officers, shareholders, or trustees of Landlord or any of their
           personal assets for such satisfaction.

    (n)    Within 10 days of Landlord's request therefor, Tenant shall execute
           and deliver such amendments of this Lease as shall have been required
           by Landlord's lender in connection with the making of a loan to be
           secured by the premises or the Building, provided such amendment does
           not increase the obligations of Tenant under this Lease or materially
           adversely affect Tenant's leasehold interest. Such amendment shall
           include, without limitation, one requiring Tenant to provide any such
           lender with notices hereunder or a copy of notices sent to Landlord
           hereunder, or granting any such lender reasonable opportunities to
           cure any default by Landlord under this Lease.

21. EXHIBITS. The exhibits and addendum, if any, specified in the Basic Lease
Information are attached to this Lease and by this reference made a part hereof.

        IN WITNESS WHEREOF, the parties have executed this Lease on the
        respective dates indicated below.

TENANT                                   LANDLORD
Penederm, Inc.                           WCB SIXTEEN LIMITED PARTNERSHIP, 
a California corporation                 a Delaware limited partnership
                                         By:  WCB SIXTEEN, INC.
                                         a Delaware corporation
                                         General Partner
By:  /s/ William T. Gutshall             By:  /s/ Wallace G. Murfit
    ------------------------------           -------------------------------
Its:  Vice President, Operations         Its:  Vice President
By: ___________________________
Its: __________________________

Date of Execution                        Date of Execution
by Tenant:  6/18/97                      by Landlord:  6/19/97


                                       80