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                                                                   EXHIBIT 10.4T

                              PENEDERM INCORPORATED
                              EQUITY INCENTIVE PLAN
                        PERFORMANCE SHARE AWARD AGREEMENT


        This PERFORMANCE SHARE AWARD AGREEMENT (the "Agreement") is made and
entered into effective as of ___________, 1998 (the "Effective Date") by and
between PENEDERM INCORPORATED, a California corporation (the "Company"), and
_________________ ("Employee").


        THE PARTIES AGREE AS FOLLOWS:

        1. Award Grant. The Company hereby grants to Employee pursuant to the
Company's Equity Incentive Plan (the "Plan"), a copy of the prospectus for such
Plan being attached to this Agreement as Exhibit 1, a performance share award
(the "Award") on the terms and conditions set forth in this Agreement and in the
Plan, the terms and conditions of the Plan being hereby incorporated into this
Agreement by reference.

        2. Terms of Award. Employee shall be paid, subject to Sections 4, 5 and
11, an amount equal to the product of (a) a target percentage of the Employee's
base salary (of up to 53%) paid by the Company to Employee during calendar year
1998 in accordance with, and subject to, the achievement of the goals set forth
on the attached Exhibit 2A, multiplied by (b) a weighting factor of 0.50 plus
the percentage of achievement of Employee's 1998 objectives set forth on the
attached Exhibit 2B multiplied by a weighting factor of 0.50.
Exhibit 2C sets forth examples illustrating this Award.

        3. Award Determinations. The Compensation Committee of the Board of
Directors of the Company, in its discretion, shall determine whether any or all
of the goals set forth on Exhibits 2A and B have been attained, and all such
determinations shall be final, conclusive and binding upon the Company and
Employee.

        4. Employment Condition. Employee must be employed by the Company as of
December 31, 1998, and as of the date of Award payment determined by the Company
so as to be eligible to be paid under the Award. The Award shall be paid on or
before March 31, 1999.

        5. Award Payment. The Award shall be paid in cash unless the Board of
Directors of the Company, in its absolute discretion, determines that the Award
shall be paid, in whole or in part, by the issuance to Employee of that number
of shares of Company Common Stock having a value on the date of such
determination equal to the cash payment (or portion thereof) otherwise payable
under the Award.

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        6. Nonassignability of Award. The Award is not assignable or
transferable by Employee.

        7. Market Standoff. Employee hereby agrees that if so requested by the
Company or any representative of the underwriters in connection with any
registration of the offering of the securities of the Company under the
Securities Act of 1933, as amended (the "Act"), Employee shall not sell or
otherwise transfer any shares of Company Common Stock issued to Employee
pursuant to the Award for a period of 180 days following the effective date of a
Registration Statement filed under the Act; provided, that such restriction
shall apply only to the first Registration Statement to become effective under
the Act after the date of this Agreement that includes securities to be sold on
behalf of the Company in an underwritten offering under the Act. The Company may
impose stop-transfer instructions with respect to such shares subject to the
foregoing restrictions until the end of such 180-day period.

        8. Restriction on Issuance of Shares. The Company shall not be obligated
to issue any shares of Company Common Stock pursuant to this Agreement if such
issuance, in the opinion of the Company and the Company's counsel, might
constitute a violation by the Company of any provision of law, including without
limitation the Act. The Company shall not be obligated to take any affirmative
action to the issuance of any shares pursuant hereto to comply with any law.

        9. EMPLOYEE'S REPRESENTATION. EMPLOYEE HEREBY REPRESENTS AND WARRANTS TO
THE COMPANY THAT THE COMPANY HAS MADE NO REPRESENTATIONS OR WARRANTIES TO
EMPLOYEE WITH RESPECT TO THE INCOME TAX CONSEQUENCES OF THE AWARD OR AWARD
PAYMENT AND EMPLOYEE IS IN NO MANNER RELYING ON THE COMPANY OR THE COMPANY'S
REPRESENTATIVES FOR AN ASSESSMENT OF SUCH TAX CONSEQUENCES.

       10. Withholding. The Company may withhold from Employee's wages, or
require Employee to pay to the Company, any applicable withholding or employment
taxes resulting from the payment of the Award, in cash or by issuance of Company
Common Stock.

       11. Amendment; Termination. The Award may be amended or terminated at any
time in the absolute discretion of the Board of Directors of the Company.

       12. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California applicable to contracts
entered into and wholly to be performed within the State of California by
California residents.

       13. Notices. All notices and other communications under this Agreement
shall be in writing. Unless and until Employee is notified in writing to the
contrary, all notices, communications and documents directed to the Company and
related to this Agreement, if not delivered by hand, shall be mailed, addressed
as follows:

           Penederm Incorporated
           320 Lakeside Drive, Suite A

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           Foster City, California  94404
           Attn:  Vice President, Finance and Administration

Unless and until the Company is notified in writing to the contrary, all
notices, communications and documents intended for Employee and related to this
Agreement, if not delivered by hand, shall be mailed to Employee's last known
address as shown on the Company's books. Notices and communications shall be
mailed by first class mail, postage prepaid; documents shall be mailed by
registered mail, return receipt requested, postage prepaid. All mailings and
deliveries related to this Agreement shall be deemed received only when actually
received.

       IN WITNESS WHEREOF, the parties have executed this Agreement as of the
Effective Date.

                              PENEDERM INCORPORATED

                              By:
                                  -------------------------------------------
                                  Lloyd H. Malchow

                              Title: President and Chief Executive Officer


Employee hereby accepts and agrees to be bound by all of the terms and
conditions of this Agreement and the Plan.



                                             ----------------------------------
                                                          Employee


Employee's spouse indicates by execution of this Agreement his or her consent to
be bound by the terms hereof as to his or her interests, whether as community
property or otherwise, if any, in the Award granted hereunder and in payment
under the Award.



                                              ----------------------------------
                                                       Employee's Spouse



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                                   EXHIBIT 2C
                              PENEDERM INCORPORATED
                              EQUITY INCENTIVE PLAN
                        PERFORMANCE SHARE AWARD AGREEMENT

                         Performance Share Award Example


The following examples are for an employee with a target percentage of 12.5% are
presented solely for the purpose of illustrating the Award:

       Example 1. If 70% of the goals set forth on Exhibit 2A are achieved and
Employee achieves 100% of the objectives set forth on Exhibit 2B, Employee shall
receive 10.625% of base salary (as set forth in Section 2 of the Agreement)
12.5% x ([70% x .5] + [100% x .5]).

       Example 2. If 30% of the goals set forth on Exhibit 2A are achieved and
Employee achieves 50% of the objectives set forth on Exhibit 2B, Employee shall
receive 5% of base salary (as set forth in Section 2 of the Agreement) 12.5% x
([30% x .5] + [50% x .5]).




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