CONNETICS CORP
EXHIBIT 10.2
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>ex10-2.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>

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                                                                    EXHIBIT 10.2

                         CONSENT TO ASSIGNMENT AGREEMENT

                                     BETWEEN
                                  CONNETICS AND
                         INTERMUNE PHARMACEUTICALS, INC.

                                  JUNE 23,2000


         THIS CONSENT TO ASSIGNMENT AGREEMENT (this "Agreement") is made
effective and entered into as of June 23, 2000 (the "Effective Date") by and
between GENENTECH, INC., a Delaware corporation, with a principal place of
business at 1 DNA Way, South San Francisco, California 94080 ("Genentech"),
CONNETICS CORPORATION, a Delaware corporation, with a principal place of
business at 3400 Bayshore Road, Palo Alto, California 94303 ("Connetics") and
INTERMUNE PHARMACEUTICALS, INC., a Delaware corporation, with a principal place
of business at 1710 Gilbreth Road, Suite 301, Burlingame, CA 94010
("InterMune"). Genentech, Connetics and InterMune may be referred to herein as a
"Party" or collectively as the "Parties."

                                    RECITALS

     A. WHEREAS, InterMune is a corporation formed for the purpose of research
and development of biopharmaceutical products for the treatment of infectious
and autoimmune diseases;

     B. WHEREAS, Connetics has licensed the rights to certain immunology-based
products and to the technology relating thereto from Genentech pursuant to that
certain License Agreement for Interferon Gamma by and between Connetics and
Genentech, dated May 5, 1998, as amended (the "Genentech License");

     C. WHEREAS, InterMune and Connetics have entered into that certain Amended
and Restated Exclusive Sublicense Agreement, dated April 27, 1999 (the "Original
Agreement"), pursuant to which (a) Connetics granted an exclusive sublicense to
InterMune under the Genentech License to develop, make, have made, import, offer
for sale and sell therapeutic products containing or derived from such
immunology-based products and technology for use for certain specific
indications, and (b) InterMune granted to Connetics the exclusive option to
practice such sublicensed rights in the dermatology field;

     D. WHEREAS, InterMune and Connetics now desire to supersede and replace the
Original Agreement in order to assign to InterMune Connetics' entire right,
title and interest in, to and under the Genentech License by entering into that
certain Assignment and Option Agreement, in the form attached hereto as EXHIBIT
A (the "Assignment Agreement"); and

     E. WHEREAS, pursuant to section 12.4 of the Genentech License, with the
prior written consent of Genentech, Connetics may assign the Genentech License
to InterMune.

         NOW THEREFORE, in consideration of the above recitals and the covenants
set forth herein, the parties hereto agree as follows:

     1. Genentech consents to the assignment by Connetics to InterMune of all
Connetics' right, title and interest in and to the Genentech License.

     2. On the Effective Date, Genentech unconditionally releases and discharges
Connetics from any and all obligations under the Genentech License, and
Genentech deems InterMune to be the successor in interest of Connetics under the
Genentech License. Notwithstanding the above, Connetics shall remain responsible
for all of its obligations, if any, under Section 8.1 of the Genentech License.

     3. InterMune shall assume all of the obligations of and is entitled to all


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the rights of Connetics under the Genentech License, except that Connetics shall
remain responsible for all of its obligations, if any, under Section 8.1 of the
Genentech License.

     4. Section 1.28 of the Genentech License is hereby amended in its entirety
to read as follows:

     "1.28 "Territory" shall mean the United States of America and Canada, and
their respective territories and possessions, and Japan."

     5. Nothing herein shall alter or affect the Stock Agreement or Stock
Agreement Amendment (both defined in the Genentech License) between Connetics
and Genentech.

     6. This agreement may be executed in two or more counterparts, each of
which shall be an original and all of which shall constitute together the same
document.

     7. This agreement shall be governed in accordance with the laws of the
State of California, exclusive of its conflicts of laws provisions.

         IN WITNESS WHEREOF, each of Genentech, Connetics and InterMune have
executed this Agreement, as of the day and year first written above.

INTERMUNE PHARMACEUTICALS, INC.                               GENENTECH, INC.


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By: /s/ W. SCOTT HARKONEN                         By: /s/ ART LEVINSON
   -----------------------------                     ---------------------------
Print Name: W. Scott Harkonen                     Print Name: Art Levinson
           ---------------------                              ------------------
Title: Pres. & CEO                                Title: CEO
      --------------------------                         -----------------------


CONNETICS CORPORATION
By: /s/ THOMAS G. WIGGANS
    ----------------------------
Print Name: Thomas G. Wiggans
           ---------------------

Title: Pres. & CEO
       -------------------------



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