CELLEGY PHARMACEUTICALS INC
OFFER LETTER RICHARD WILLIAMS
<DOCUMENT>
<TYPE>EX-10.14
<SEQUENCE>8
<FILENAME>p18248_ex10-14.txt
<DESCRIPTION>OFFER LETTER RICHARD WILLIAMS
<TEXT>

                                                                   Exhibit 10.14
                          CELLEGY PHARMACEUTICALS, INC.
                      349 Oyster Point Boulevard, Suite 200
                          South San Francisco, CA 94080


                                November 5, 2003

Mr. Richard C. Williams
26001 Osprey Nest Court
Bonita Springs, FL 34134

Re:   Invitation to Join the Board of Directors of Cellegy Pharmaceuticals, Inc.

Dear Dick:

         On behalf of the Board of  Directors of Cellegy  Pharmaceuticals,  Inc.
(the  "Board"),  I am pleased to invite  you to join the Board of  Directors  of
Cellegy as a  non-employee  (and  non-officer),  non-executive  Chairman  of the
Board. Your responsibilities as Chairman of the Board will be as assigned to you
from time to time by the Board,  and initially will involve spending such amount
of time as you deem appropriate to fulfill your responsibilities as Chairman and
as otherwise previously discussed with you.

         Your  compensation as Chairman of the Board initially will be comprised
of the following:

         1. A cash  director's  fee at a rate of $100,000  per year,  payable in
equal installments twice per month in accordance with normal Company policy;

         2.  Reimbursement  of  reasonable  expenses  (following  submission  of
customary  documentation per company policies) for travel, meals and lodging (at
rates generally comparable to reimbursements for other non-employee directors of
the Company,  and subject to any additional  arrangements  regarding travel that
are  approved by the Board) in  connection  with  attending  Board  meetings and
otherwise carrying out your duties as Chairman;

         3. Except for option  grants and director fee payments to other outside
directors  as  described  below,  such other  benefits  as are  extended  to the
Company's non-employee directors as a group from time to time; and

         4. A  ten-year  option  in the form  attached  as  Exhibit  I hereto to
purchase  1,000,000  shares of Common Stock of the Company (the  "Option").  The
Option  will be fully  vested  and  exercisable  as of the date  the  Option  is
granted.  However, the Option with respect to the 400,000 shares, whether or not
exercised,  shall not be subject to  forfeiture.  With respect to the  remaining
600,000  shares (the  "Second  Tranche  Shares"),  but only with  respect to the
number of such 600,000  Second Tranche  Shares  represented  by the  unexercised
portion  of the Option  for those  shares,  the right to  purchase  such  Second
Tranche  Shares shall  terminate and be forfeited if you  voluntarily  resign as
Chairman and a Director of the Board of Directors,  or elect not to be


<PAGE>

nominated for election as a Director,  during the period from the date hereof to
the  one-year  anniversary  of the date the Option is granted.  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 the
Option for those shares, the right to purchase such Second Tranche Shares, shall
terminate and be forfeited if you voluntarily  resign as Chairman and a Director
of the  Board of  Directors,  or elect not to be  nominated  for  election  as a
Director, during the period from the one-year anniversary of the date the Option
is granted to the two-year  anniversary of the date the Option is granted.  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 the
Option for those shares, the right to purchase such Second Tranche Shares, shall
terminate and be forfeited if you voluntarily  resign as Chairman and a Director
of the  Board of  Directors,  or elect not to be  nominated  for  election  as a
Director, during the period from the two-year anniversary of the date the Option
is granted to the three-year anniversary of the date the Option is granted.

         This  compensation  package is unique to you and will be reviewed  from
time to time. Cellegy maintains a compensation program for its outside directors
that  includes an initial  option grant and a  subsequent  annual grant of stock
options and payment of fees for attending Board meetings,  which you will not be
entitled to received in light of the larger stock option to be granted to you.

         In  accordance  with the  Company's  By-Laws the Board of Directors has
elected or has agreed to elect you as  Chairman of the Board to fill an existing
vacancy,  subject to your willingness to hold such position.  Your election will
be confirmed by the Board on November 6, 2003, at the Board's next meeting. Upon
election,  you will  stand for  re-election  at the next  annual  meeting of the
shareholders of Cellegy

         We look forward to having you join the Board of Directors of Cellegy.

                                            Sincerely yours,



                                            Tobi Klar,
                                            Chairman of the Nominating/
                                            Corporate Governance Committee of
                                            the Board of Directors

ACKNOWLEDGED AND AGREED:


------------------------------
Richard C. Williams

                                       2

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