CELLEGY PHARMACEUTICALS INC
STOCK OPTION AGREEMENT
<DOCUMENT>
<TYPE>EX-10.15
<SEQUENCE>9
<FILENAME>p18248_ex10-15.txt
<DESCRIPTION>STOCK OPTION AGREEMENT
<TEXT>

                                                                   Exhibit 10.15

VOID AFTER 5:00 P.M., SAN FRANCISCO TIME,
ON NOVEMBER 6, 2013



                  THIS  OPTION AND THE SHARES  ISSUABLE  UPON  EXERCISE  OF THIS
         OPTION HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES ACT OF 1933, AS
         AMENDED (THE "SECURITIES  ACT"), OR THE SECURITIES LAWS OF ANY STATE OF
         THE UNITED STATES OR ANY OTHER JURISDICTION. THE SECURITIES REPRESENTED
         HEREBY  MAY  NOT BE  OFFERED  OR SOLD IN THE  ABSENCE  OF AN  EFFECTIVE
         REGISTRATION  STATEMENT FOR THE SECURITIES UNDER APPLICABLE  SECURITIES
         LAWS UNLESS  OFFERED,  SOLD OR  TRANSFERRED  PURSUANT  TO AN  AVAILABLE
         EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS.


         Date:  November 6, 2003


                          CELLEGY PHARMACEUTICALS, INC.
                              STOCK PURCHASE OPTION

         THIS CERTIFIES THAT, Richard C. Williams ("Optionee"), and his heirs or
assigns  (together  with Optionee,  the "Holder"),  is entitled to purchase from
Cellegy  Pharmaceuticals,  Inc., a corporation  organized  under the laws of the
State of California (the "Company"), at any time or from time to time during the
Option Exercise Period (as defined in Section 2 below), One Million  (1,000,000)
fully paid and  nonassessable  shares (the  "Option  Shares")  of the  Company's
common stock, no par value per share (the "Common Stock"),  at an exercise price
per share equal to (i) $________ per share for Four Hundred  Thousand  (400,000)
of the Option Shares (the "First  Tranche  Shares") and (ii) $5.00 per share for
Six Hundred  Thousand  (600,000)  (the  "Second  Tranche  Shares") of the Option
Shares (in each case, as applicable, the "Exercise Price"). The number of shares
of Common Stock  purchasable  hereunder and the  applicable  Exercise  Price are
subject to adjustment as provided in Section 4 hereof.

         This  Option  is  subject  to  the  following  terms,   provisions  and
conditions:

1. Vesting; Manner of Exercise; Issuance of Certificates; Payment for Shares.

                  (a) Vesting. This Option is fully vested and exercisable as of
the date hereof.  Notwithstanding the foregoing, (i) this Option with respect to
the First  Tranche  Shares,  whether or not  exercised,  shall not be subject to
forfeiture;  (ii) with respect to the remaining  600,000  shares,  but only with
respect to the number of such 600,000 Second  Tranche Shares  represented by the
unexercised portion of this Option for those Second Tranche Shares, the right to
purchase such Second Tranche Shares shall terminate and be forfeited if Optionee
voluntarily  resigns as Chairman  and a Director of the Board of  Directors,  or
elects not to be nominated  for  election as a

<PAGE>

Director,  during the period from the date hereof to the one-year anniversary of
the date hereof,  (iii) with respect to 400,000 Second Tranche Shares,  but only
with respect to the number of such 400,000 Second Tranche Shares  represented by
the  unexercised  portion of this Option for those Second  Tranche  Shares,  the
right to purchase such Second Tranche Shares shall terminate and be forfeited if
Optionee  voluntarily  resigns  as  Chairman  and a  Director  of the  Board  of
Directors, or elects not to be nominated for election as a Director,  during the
period  from  the  one-year  anniversary  of the  date  hereof  to the  two-year
anniversary of the date hereof;  and (iv) with respect to 200,000 Second Tranche
Shares,  but only with  respect to the  number of such  200,000  Second  Tranche
Shares  represented by the  unexercised  portion of this Option for those Second
Tranche  Shares,  the  right to  purchase  such  Second  Tranche  Shares,  shall
terminate  and be  forfeited if Optionee  voluntarily  resigns as Chairman and a
Director of the Board of  Directors,  or elects not to be nominated for election
as a  Director,  during the period  from the  two-year  anniversary  of the date
hereof to the three-year anniversary of the date hereof.

                  (b) Exercise.  Subject to the  provisions  hereof,  including,
without  limitation,  the  limitations  contained in Section  1(a) hereof,  this
Option  may be  exercised  at any time or from time to time  during  the  Option
Exercise  Period by the Holder hereof,  in whole or in part, by the surrender of
this Option,  together with a completed  exercise agreement in the form attached
hereto (the  "Exercise  Agreement"),  to the Company by 11:59 p.m. San Francisco
time on any Business Day at the Company's  principal  executive offices (or such
other  office or  agency of the  Company  as it may  designate  by notice to the
Holder  hereof)  and upon (i) payment to the Company in cash,  by  certified  or
official bank check or by wire  transfer for the account of the Company,  of the
applicable  Exercise  Price for the  Option  Shares  specified  in the  Exercise
Agreement, or (ii) delivery to the Company of a written notice of an election to
effect a Cashless Exercise pursuant to Section 1(c) hereof for the Option Shares
specified in the Exercise  Agreement.  The Option  Shares so purchased  shall be
deemed to be issued to the Holder hereof, as the record owner of such shares, as
of the  close of  business  on the date on which  this  Option  shall  have been
surrendered and the completed  Exercise  Agreement shall have been delivered and
payment  shall have been made for such shares as set forth above or, if such day
is not a Business Day, on the next succeeding Business Day. The Option Shares so
purchased, representing the aggregate number of shares specified in the Exercise
Agreement,  shall be delivered  to the Holder  hereof  within a reasonable  time
after this Option shall have been so exercised.  Any  certificates  so delivered
shall be in such  denominations as may be requested by the Holder hereof,  shall
be  registered  in the name of such Holder and,  following the date on which the
Option Shares have been registered  under the Securities Act or otherwise may be
sold by the Holder pursuant to Rule 144 promulgated under the Securities Act (or
a successor  rule),  shall not bear any  restrictive  legend.  Holder  agrees to
comply with all applicable  securities  laws and  regulations in connection with
any sale of any Option Shares pursuant to a registration statement,  Rule 144 or
otherwise and to deliver such documents as the Company may reasonably request in
order to confirm  compliance with such laws in connection with any such proposed
sale. If this Option shall have been exercised only in part,  then,  unless this
Option has expired,  the Company shall, at its expense,  at the time of delivery
of such certificates, deliver to the Holder a new Option representing the number
of shares with respect to which this Option shall not then have been exercised.

                  (c)  Cashless  Exercise.   Notwithstanding   anything  to  the
contrary contained in this Option but subject to applicable law, this Option may
be  exercised  for the  purchase of


                                        2
<PAGE>

Option Shares any time or from time to time during the Option  Exercise  Period,
by  presentation  and  surrender of this Option to the Company at its  principal
executive  offices with a written  notice of the Holder's  intention to effect a
cashless  exercise,  including a  calculation  of the number of shares of Common
Stock to be issued upon such  exercise in  accordance  with the terms  hereof (a
"Cashless Exercise"). In the event of a Cashless Exercise, in lieu of paying the
applicable  Exercise Price in cash,  the Holder shall  surrender this Option for
that number of shares of Common Stock  determined by multiplying  (i) the number
of Option Shares to which it would otherwise be entitled by (ii) a fraction, the
numerator  of which shall be the  difference  between the then  current  Average
Price per share of the Common Stock and the applicable  Exercise Price,  and the
denominator of which shall be the Average Price per share of Common Stock.

         Nothing  herein shall limit the Holder's right to pursue actual damages
or other  relief  (including  equitable  relief)  for the  Company's  failure to
maintain a sufficient  number of  authorized  shares of Common Stock as required
pursuant to the terms of Section  3(b) hereof or to  otherwise  issue  shares of
Common Stock upon exercise of this Option in accordance with the terms hereof.

         2. Period of Exercise.  The Option may be exercised at any time or from
time to time during the period (the "Option Exercise  Period")  beginning on (a)
the date hereof and ending (b) at 5:00 p.m., San Francisco  time, on November 6,
2013.

         3. Certain Agreements of the Company.  The Company hereby covenants and
agrees as follows:

                  (a) Shares to be Fully  Paid.  All Option  Shares  will,  upon
issuance in accordance with the terms of this Option,  be validly issued,  fully
paid and nonassessable and free from all taxes, liens, claims and encumbrances.

                  (b) Reservation of Shares.  During the period beginning on the
date hereof and ending upon the expiration of the Option  Exercise  Period,  the
Company  shall at all times have  authorized,  and  reserved  for the purpose of
issuance upon exercise of this Option,  a sufficient  number of shares of Common
Stock to provide for the exercise in full of this Option.

                  (c) Valid Issuance.  The Company will take all such actions as
may be  necessary  or  appropriate  in order that the  Company  may  validly and
legally  issue  fully  paid and  nonassessable  shares of Common  Stock upon the
exercise of this Option.

                  (d)  Successors  and  Assigns.  Subject to the  provisions  of
Section 4(c) below,  this Option will be binding upon any entity  succeeding  to
the Company by merger, consolidation, or acquisition of all or substantially all
of the Company's assets.

         4. Antidilution  Provisions.  During the Exercise Period, the number of
Option  Shares  issuable  upon the exercise of this Option,  and the  applicable
Exercise  Price  therefor,  shall be subject to adjustment  from time to time as
provided in this Section 4.

                  (a)  Subdivision  or  Combination  of  Common  Stock.  If  the
Company,  at  any  time,   subdivides  (by  any  stock  split,  stock  dividend,
recapitalization,  reorganization,


                                        3
<PAGE>

reclassification  or otherwise) its shares of Common Stock into a greater number
of shares,  then, after the date of record for effecting such  subdivision,  the
number  of  Option  Shares  issuable  upon  exercise  of this  Option  in effect
immediately prior to such subdivision will be proportionately  increased. If the
Company,  at any time during the Exercise  Period,  combines  (by reverse  stock
split,  recapitalization,  reorganization,  reclassification  or otherwise)  its
shares of Common Stock into a smaller number of shares,  then, after the date of
record for effecting such combination, the number of Option Shares issuable upon
exercise of this Option in effect  immediately prior to such combination will be
proportionately reduced.

                  (b)  Adjustment  of  Exercise  Price   Generally.   Upon  each
adjustment of the number of Option  Shares for which this Option is  exercisable
pursuant to the provisions of this Section 4, the applicable Exercise Price with
respect to the Option Shares shall be increased or decreased by multiplying such
Exercise Price immediately prior to such adjustment by a fraction,  of which the
numerator  shall be the number of Option  Shares  issuable upon exercise of this
Option for such Exercise  Price  immediately  prior to such  adjustment,  and of
which the denominator shall be the number of Option Shares for which this Option
is exercisable for such Exercise Price immediately thereafter.

                  (c)  Consolidation,  Merger  or  Sale.  In  case  of  (i)  any
consolidation  of the Company  with,  or merger of the Company  into,  any other
entity,  where  immediately  after  the  consummation  of such  transaction  the
shareholders of the Company  immediately  prior thereto do not own,  directly or
indirectly,   by  virtue  of  their  ownership  of  securities  of  the  Company
outstanding voting securities  representing more than fifty percent (50%) of the
combined outstanding voting power of the surviving entity (or its parent entity)
in such transaction,  or (ii) in case of any sale of all or substantially all of
the assets of the Company,  any surviving or acquiring  entity shall assume this
Option or shall substitute an equivalent Option  (exercisable for such shares of
stock,  securities,  cash, or assets as may be issued or payable with respect to
or in exchange for the number of shares of Common Stock immediately  theretofore
acquirable and receivable upon exercise of this Option had such  transaction not
taken place);  provided,  however, that if the Board of Directors of the Company
determines that options  outstanding  under the Company's 1995 Equity  Incentive
Plan  (the  "1995  Plan")  shall  not  continue  to  be  exercisable  after  the
consummation  of such  transaction,  then this Option shall be  exercisable  and
shall terminate at such times as the Board may determine with respect to options
under the 1995 Plan.

                  (d) Notice of  Adjustment.  Upon the  occurrence  of any event
which requires any  adjustment of the number of Option Shares  issuable upon the
exercise of this Option,  then,  and in each such case,  the Company  shall give
notice thereof to the Holder of this Option, which notice shall state the number
of Option Shares  issuable  resulting  from such  adjustment and the increase or
decrease in the applicable Exercise Price therefor,  setting forth in reasonable
detail the method of  calculation  and the facts upon which such  calculation is
based. Such calculation shall be certified by the chief financial officer of the
Company.

                  (e) No Fractional Shares. No fractional shares of Common Stock
are to be issued upon the exercise of this Option,  but the Company  shall pay a
cash  adjustment  in respect of any  fractional  share which would  otherwise be
issuable in an amount equal to the same fraction of the Average Price of a share
of Common Stock on the date of such exercise.


                                        4
<PAGE>

                  (f)  Certain  Events.  If,  at any time  during  the  Exercise
Period,  any event occurs of the type contemplated by the adjustment  provisions
of this Section 4(a) but not  expressly  provided  for by such  provisions,  the
Company will give notice of such event as provided in Section  4(d) hereof,  and
the  Company  will make an  appropriate  adjustment  in the  number of shares of
Common Stock acquirable upon exercise of this Option and the applicable Exercise
Price  therefor so that the rights of the Holder  shall be neither  enhanced nor
diminished by such event.

                  (g) Certain Definitions.

                           (i) "Average  Price" shall mean,  with respect to any
date of  determination,  the average  Closing  Price during the ten (10) Trading
Days ending on the Trading Day immediately  preceding such date of determination
appropriately  adjusted  to reflect any stock  dividend,  stock split or similar
transaction  during either such relevant  period.  The manner of determining the
Average  Price of the Common Stock set forth in the foregoing  definition  shall
apply with respect to any other security in respect of which a determination  as
to market value must be made hereunder.

                           (ii)  "Business  Day"  means  any day,  other  than a
Saturday  or  Sunday  or a day on which  banking  institutions  in the  State of
California are authorized or obligated by law,  regulation or executive order to
close.

                           (iii) "Closing Price" shall mean for the Common Stock
as of any date,  the closing  sale price of such  security  on the NASDAQ  Stock
Market,  or if the Common Stock is not then traded on the NASDAQ  Stock  Market,
the principal United States securities  exchange or trading market on which such
security  is listed or traded,  or if the  foregoing  does not  apply,  the last
reported  sale  price of such  security  in the  over-the-counter  market on the
electronic  bulletin board for such  security,  or, if no sale price is reported
for such security,  the average of the sale prices of any market makers for such
security as  reported in the "pink  sheets" by the  National  Quotation  Bureau,
Inc.,  in each case for such  date or,  if such  date was not a Trading  Day (as
defined below) for such security,  on the next preceding day which was a Trading
Day. If the Closing Price cannot be calculated for a share of Common Stock as of
either of such dates on any of the  foregoing  bases,  the Closing Price of such
security  on such  date  shall be the fair  market  value  as  determined  by an
investment banking firm selected by the Holder and reasonably  acceptable to the
Company, with the costs of such appraisal to be borne by the Company. The manner
of determining  the Closing Price of the Common Stock set forth in the foregoing
definition  shall apply with respect to any other security in respect of which a
determination as to market value must be made.

                           (iv) "Common  Stock," for purposes of this Section 4,
includes  the  Common  Stock and any  additional  class of stock of the  Company
having no preference as to dividends or distributions  on liquidation,  provided
that the shares  purchasable  pursuant to this Option shall  include only Common
Stock in respect of which this Option is exercisable,  or shares  resulting from
any  subdivision  or  combination  of such Common  Stock,  or in the case of any
reorganization,   reclassification,   consolidation,  merger,  or  sale  of  the
character  referred to in Section 4(a) hereof,  the stock or other securities or
property provided for in such Section.


                                       5
<PAGE>

                           (v) "Trading  Day" shall mean a Business Day on which
shares of the Company's  Common Stock are traded on the principal  United States
securities  exchange  or  trading  market on which  such  security  is listed or
traded.

         5. Issue Tax. The issuance of  certificates  for Option Shares upon the
exercise  of this  Option  shall be made  without  charge to the  Holder of this
Option or such shares for any  issuance  tax or other costs in respect  thereof,
provided  that the  Company  shall not be  required  to pay any tax which may be
payable in respect of any transfer  involved in the issuance and delivery of any
certificate in a name other than the Holder of this Option.

         6. No Rights or  Liabilities  as a  Stockholder.  This Option shall not
entitle the Holder  hereof to any voting rights or other rights as a stockholder
of the  Company.  No provision  of this  Option,  in the absence of  affirmative
action by the Holder hereof to purchase Option Shares,  and no mere  enumeration
herein of the rights or privileges of the Holder hereof,  shall give rise to any
liability  of such  Holder for the  Exercise  Price or as a  stockholder  of the
Company,  whether  such  liability is asserted by the Company or by creditors of
the Company.

         7. Replacement of Option; Compliance With Laws and Regulations.

                  (a) Replacement of Option. Upon receipt of evidence reasonably
satisfactory to the Company of the loss,  theft,  destruction,  or mutilation of
this Option  and,  in the case of any such loss,  theft,  or  destruction,  upon
delivery of an indemnity agreement reasonably satisfactory in form and amount to
the  Company,  or,  in the  case of any  such  mutilation,  upon  surrender  and
cancellation  of this  Option,  the Company,  at its  expense,  will execute and
deliver, in lieu thereof, a new Option of like tenor.

                  (b) Exercise or Transfer Without Registration. The exercise of
this Option and the issuance  and transfer of Option  Shares shall be subject to
compliance by the Company and Holder will all applicable requirements of federal
and state  securities  laws and with all  applicable  requirements  of any stock
exchange on which the  Company's  Common Stock may be listed at the time of such
issuance  or  transfer.  Except  as set forth in  Section  7(c)  hereof,  Holder
understands  that the Company is under no  obligation to register or qualify the
Option  Shares  with  the  Securities  and  Exchange  Commission  or  any  state
securities  commission  to  effect  such  compliance.  If,  at the  time  of the
surrender  of this  Option in  connection  with any  exercise  of this Option or
transfer  or sale of any Option  Shares,  the  issuance  or the resale of Option
Shares shall not be registered  under the  Securities  Act and under  applicable
state  securities or blue sky laws,  the Company may require,  as a condition of
allowing  such  exercise,  transfer or sale,  (i) that the Holder of this Option
furnish to the Company a written  opinion of counsel  (which opinion shall be in
form,  substance  and scope  customary  for  opinions  of counsel in  comparable
transactions)  to the effect that such  exercise or transfer may be made without
registration  under the Securities Act and under  applicable state securities or
blue sky laws, (ii) that the Holder and/or transferee execute and deliver to the
Company an investment letter in form and substance reasonably  acceptable to the
Company and (iii) if the transfer is not registered  under the Securities Act or
exemption from registration by virtue of Rule 144(k),  that the transferee be an
"accredited investor" as defined in Rule 501(a) promulgated under the Securities
Act;  provided  that  no such  opinion,  letter,  or  status  as an  "accredited
investor"  shall be required in connection  with routine  transfers  pursuant to
Rule 144 under the Securities Act.


                                       6
<PAGE>

                  (c) Piggy-Back  Registration Rights. If at any time during the
Exercise Period there is not an effective  registration  statement  covering the
issuance and resale of, all of the Option  Shares,  or if the Option  Shares may
not be freely publicly resold pursuant to the provisions of Rule 144 (including,
without  limitation,  Rule 144(k),  giving effect to tacking rules applicable to
net exercise of this  Option),  and the Company  shall  determine to prepare and
file with the SEC a registration  statement  relating to an offering for its own
account or the account of others under the  Securities  Act of 1933, as amended,
of any of its  equity  securities,  other  than on Form S-4 or Form S-8 (each as
promulgated  under the  Securities  Act of 1933,  as amended),  then the Company
shall send to Holder  written  notice of such  determination  and, if within ten
(10) days after receipt of such notice,  Holder shall so request in writing, the
Company  shall  include in such  registration  statement all or any part of such
Option  Shares  such  Holder  requests to be  registered,  subject to  customary
provisions regarding the ability of the underwriter or the Company to reduce the
number of shares  included in the  registration  applicable to all directors and
officers of the Company (if Holder is then a director)  or other  holders  whose
shares are included in the  registration  and subject to any required consent of
any selling stockholder(s) under such registration statement.  The Company shall
be under no  obligation  to keep such  registration  effective  with  respect to
Holder for any longer  period of time than it otherwise  determines  to maintain
the   effectiveness   of  the   registration   statement   for   other   selling
securityholders.   Expenses  of  such  piggyback  registrations   (exclusive  of
underwriting discounts and commissions) will be paid by the Company.

         8.  Notices.  Any notices  required or  permitted to be given under the
terms of this Option  shall be sent by  certified  or  registered  mail  (return
receipt  requested)  or  delivered  personally  or by  courier  or by  confirmed
telecopy,  and shall be effective  five days after being placed in the mail,  if
mailed,  or upon receipt or refusal of receipt,  if delivered  personally  or by
courier,  or by  confirmed  telecopy,  in each case  addressed  to a party.  The
addresses for such communications shall be:

                  If to the Company:

                           Cellegy Pharmaceuticals, Inc.
                           349 Oyster Point Boulevard, Suite 200
                           South San Francisco, California 94080
                           Facsimile No.:
                           Attention:  Chief Executive Officer

If to the Holder,  at such address as such Holder shall have provided in writing
to the  Company,  or at such other  address as such Holder  furnishes  by notice
given in accordance with this Section 8.

         9.  Governing Law;  Jurisdiction.  This Option shall be governed by and
construed in accordance  with the laws of the State of California  applicable to
contracts made and to be performed in the State of California.

         10. Miscellaneous.


                                       7
<PAGE>

                  (a) Amendments.  This Option and any provision hereof may only
be amended by an  instrument  in writing  signed by the  Company  and the Holder
hereof.

                  (b)  Descriptive  Headings.  The  descriptive  headings of the
several Sections of this Option are inserted for purposes of reference only, and
shall not affect the meaning or construction of any of the provisions hereof.

                  (c)  Partial  Exercise.  Upon  any  partial  exercise  of this
Option, the Company shall cancel the Option upon surrender  thereof,  and shall,
within two (2) Business Days of such surrender, execute and deliver a new Option
of like tenor and date for the balance of the outstanding Option Shares.

                  (d) Withholding;  Tax  Consequences.  Prior to the issuance of
any shares upon exercise (or cashless exercise) of this Option, the Holder shall
remit to the Company any  federal,  state or local taxes that are required to be
withheld,  which withholding  obligations may be satisfied,  with the consent of
the Board of Directors  of the Company (or a committee of the Board  composed of
disinterested  directors) and subject to such reasonable conditions as the Board
(or committee) may establish and to compliance with applicable  securities laws,
through the surrender of shares of Common Stock which the Holder already owns or
to which the Holder is otherwise  entitled  under this Option,  with such shares
valued  based on the fair  market  value of such  shares as of the date that the
amount of tax to be withheld is to be determined.  Holder  acknowledges that the
Company has not made any  representations or warranties to Holder concerning the
federal, state or local tax consequences of the grant or exercise of this Option
or the  transfer  of any Option  Shares,  and Holder is solely  responsible  for
consulting with Holder's own tax advisers concerning such matters.

                  (e)  Entire   Agreement.   This  Option  contains  the  entire
understanding  and  agreement  between the parties  with  respect to the subject
matter hereof and  supersedes  any and all prior  agreements,  negotiations  and
discussions  between the Company and Holder with  respect to the subject  matter
hereof.

                  (f)  Counterparts.  This Option may be executed in one or more
counterparts,  each of which shall constitute an original but all of which taken
together shall constitute one and the same agreement.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       8
<PAGE>

         IN WITNESS WHEREOF,  the Company has caused this Option to be signed by
its duly authorized officer.


                                              CELLEGY PHARMACEUTICALS, INC.


                                              By:
                                                 -------------------------------
                                                    Name:
                                                    Title:


                                       9
<PAGE>

                           FORM OF EXERCISE AGREEMENT

         (To be Executed by the Holder in order to Exercise the Option)

         To:               Cellegy Pharmaceuticals, Inc.
                           349 Oyster Point Boulevard, Suite 200
                           South San Francisco, California 94080
                           Facsimile No.:
                           Attention:

[If Exercise for cash:

         The  undersigned  hereby  irrevocably  exercises  the right to purchase
_____________  shares of the Common  Stock of Cellegy  Pharmaceuticals,  Inc., a
corporation organized under the laws of the State of California (the "Company"),
pursuant to Section 1(a)(i) of the attached Option and herewith makes payment of
the applicable  Exercise Price of $____ per share with respect to such shares in
full, all in accordance with the conditions and provisions of said Option.]

[If Cashless Exercise:

         The undersigned hereby irrevocably exercises the right to convert _____
Options  represented  by the attached  Option into  _____________  shares of the
Common Stock of Cellegy Pharmaceuticals, Inc., a corporation organized under the
laws of the State of California (the "Company"), pursuant to Section 1(c) of the
attached  Option.  The number of shares of Common Stock to which the undersigned
shall be entitled  upon  conversion  of the  Options  referred to above shall be
calculated in accordance  with Section 1(c) of the attached  Option based on the
applicable Exercise Price of $___ per share.]

         The  undersigned  agrees  not to offer,  sell,  transfer  or  otherwise
dispose of any Common  Stock  obtained on exercise of the Option,  except  under
circumstances that will not result in a violation of the Securities Act of 1933,
as amended, or any state securities laws.

         The  undersigned  requests that a Option  representing  any unexercised
portion hereof be issued,  pursuant to the Option, in the name of the Holder and
delivered to the undersigned at the address set forth below:

Dated:
      -----------------------                 ----------------------------------
                                                    Signature of Holder


                                              ----------------------------------
                                                    Name of Holder (Print)

                                              Address:

                                              ----------------------------------


</TEXT>
</DOCUMENT>
