EXHIBIT 10.25

    

       

      CELLEGY
        PHARMACEUTICALS, INC.

      2005
        EQUITY INCENTIVE PLAN

      STOCK
        OPTION AGREEMENT 

       

       

      This
        Stock Option Agreement (this "Agreement")
        is made
        and entered into as of the date of grant set forth below (the "Date
        of Grant")
        by and
        between Cellegy Pharmaceuticals, Inc., a Delaware corporation (the
"Company"),
        and
        the participant named below ("Participant").
        Capitalized terms not defined herein shall have the meaning ascribed to them
        in
        the Company's 2005 Equity Incentive Plan, as amended (the "2005
        Plan").
        

       

      
        Participant:

        Social
          Security Number:

        Participant's
          Address: 

         

        Total
          Option Shares:

        Exercise
          Price Per Share:

        Date
          of Grant:

        Vesting
          Start Date:

        Expiration
          Date:

        Type
          of Stock Option 

         

      

      
        	
                (Check
                  one):

              	
                 

              	
                o
                  Incentive Stock Option

                o
                  Nonqualified Stock Option

              	
                 

              	
                 

              


      

      


      1. 
        Grant of Option.  The
        Company hereby grants to Participant an option (this "Option")
        to
        purchase up to the total number of shares of Common Stock of the Company
        set
        forth above (collectively, the "Shares")
        at the
        Exercise Price Per Share set forth above (the "Exercise
        Price"),
        subject to all of the terms and conditions of this Agreement and the 2005
        Plan.
        If designated as an Incentive Stock Option above, this Option is intended
        to
        qualify as an "incentive stock option" ("ISO")
        within
        the meaning of Section 422 of the Internal Revenue Code of 1986, as amended
        (the "Code").
        Capitalized terms not defined in this Agreement will have the meanings given
        to
        them in the 2005 Plan.

      


      2. 
        Vesting; Exercise Period.
        

      


      2.1
        Vesting
        of Right to Exercise Option.  This
        Option shall become exercisable as it vests as to portions of the Shares
        as
        follows: (a) this Option shall not be exercisable with respect to any of
        the Shares until _________________ (the "Vesting
        Start Date");
        (b) On the Vesting Start Date this Option shall become exercisable as to
        twenty-five percent (25%) of the Shares; and (c) thereafter, on the first
        anniversary of the Vesting Start Date and on each successive anniversary
        of the
        Vesting Start Date, this Option shall become exercisable as to an additional
        twenty-five percent (25%) of the Shares; provided that this Option shall
        in no
        event ever become exercisable with respect to more than 100% of the Shares.
        Vesting will occur so long as Participant continuously provides services
        to the
        Company or any Subsidiary, Parent or Affiliate of the Company and is not
        terminated. 

      


      2.2  Expiration.  This
        Option shall expire on the Expiration Date set forth above and must be
        exercised, if at all, on or before the earlier of the Expiration Date or
        the
        date on which this Option is earlier terminated in accordance with the
        provisions of Section 3.   

       

      3. 
        Termination.
        

      


      3.1  Termination
        for Cause.  If
        Participant is Terminated for cause, then this Option, to the extent (and
        only
        to the extent) that it would have been exercisable by Participant on the
        date of
        Termination, may be exercised by Participant no later than three (3) months
        after the date of Termination, but in any event no later than the Expiration
        Date.  

       


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      


      


      3.2  Termination
        Because of Death or Disability.  If
        Participant is Terminated because of death or Disability or Participant,
        then
        this Option, to the extent that it is exercisable by Participant on the date
        of
        Termination, may be exercised by Participant (or Participant's legal
        representative) no later than twelve (12) months after the date of
        Termination, but in any event no later than the Expiration Date. 

      


      3.3  No
        Obligation to Employ.  Nothing
        in the Plan or this Agreement shall confer on Participant any right to continue
        in the employ of, or other relationship with, the Company or any Parent,
        Subsidiary or Affiliate of the Company, or limit in any way the right of
        the
        Company or any Parent, Subsidiary or Affiliate of the Company to terminate
        Participant's employment or other relationship at any time, with or without
        cause. 

      


      4. 
        Manner of Exercise.
        

      


      4.1  Stock
        Option Exercise Agreement.  To
        exercise this Option, Participant (or in the case of exercise after
        Participant's death, Participant's executor, administrator, heir or legatee,
        as
        the case may be) must deliver to the Company an executed stock option exercise
        agreement in such form as may be approved by the Company from time to time
        (the
"Exercise
        Agreement"),
        which
        shall set forth, inter
        alia, Participant's
        election to exercise this Option, the number of Shares being purchased, any
        restrictions imposed on the Shares and any representations, warranties and
        agreements regarding Participant's investment intent and access to information
        as may be required by the Company to comply with applicable securities laws.
        If
        someone other than Participant exercises this Option, then such person must
        submit documentation reasonably acceptable to the Company that such person
        has
        the right to exercise this Option. 

      


      4.2  Limitations
        on Exercise.  This
        Option may not be exercised unless such exercise is in compliance with all
        applicable federal and state securities laws, as they are in effect on the
        date
        of exercise. This Option may not be exercised as to fewer than 100 Shares
        unless
        it is exercised as to all Shares as to which this Option is then exercisable.
        

       

      4.3  Payment.  The
        Exercise Agreement shall be accompanied by full payment of the Exercise Price
        for the Shares being purchased in cash (by check), or, if the Company in
        its
        discretion agrees in writing and where permitted by law:

      


      (a)
        by
        cancellation of indebtedness of the Company to the Participant;

      


      (b)
        by
        waiver of compensation due or accrued to Participant for services
        rendered;

      


      (c)
        provided that a public market for the Company's stock exists: (1) through
        a
        "same day sale" commitment from Participant and a broker-dealer that is a
        member
        of the National Association of Securities Dealers (an "NASD
        Dealer")
        whereby
        Participant irrevocably elects to exercise this Option and to sell a portion
        of
        the Shares so purchased to pay for the exercise price and whereby the NASD
        Dealer irrevocably commits upon receipt of such Shares to forward the exercise
        price directly to the Company; or
        (2)
        through a "margin" commitment from Participant and a NASD Dealer whereby
        Participant irrevocably elects to exercise this Option and to pledge the
        Shares
        so purchased to the NASD Dealer in a margin account as security for a loan
        from
        the NASD Dealer in the amount of the exercise price, and whereby the NASD
        Dealer
        irrevocably commits upon receipt of such Shares to forward the exercise price
        directly to the Company; or

      


      (d)
        by
        any combination of the foregoing.

       

      4.4  Tax
        Withholding.  Prior
        to the issuance of the Shares upon exercise of this Option, Participant must
        pay
        or provide for any applicable federal or state withholding obligations of
        the
        Company. If the Committee permits, Participant may provide for payment of
        withholding taxes upon exercise of this Option by requesting that the Company
        retain Shares with a Fair Market Value
        equal to the minimum amount of taxes required to be withheld. In such case,
        the
        Company shall issue the net number of Shares to the Participant by deducting
        the
        Shares retained from the Shares issuable upon exercise. 

       


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      


      4.5  Issuance
        of Shares.  Provided
        that the Exercise Agreement and payment are in form and substance satisfactory
        to counsel for the Company, the Company shall issue the Shares registered
        in the
        name of Participant, Participant's authorized assignee, or Participant's
        legal
        representative, and shall deliver certificates representing the Shares with
        the
        appropriate legends affixed thereto. 

       

      5. Notice
        of Disqualifying Disposition of ISO Shares.  If
        this Option is an ISO, and if Participant sells or otherwise disposes of
        any of
        the Shares acquired pursuant to the ISO on or before the later of (a) the
        date two (2) years after the Date of Grant, and (b) the date one
        (1) year after transfer of such Shares to Participant upon exercise of this
        Option, then Participant shall immediately notify the Company in writing
        of such
        disposition. Participant agrees that Participant may be subject to income
        tax
        withholding by the Company on the compensation income recognized by Participant
        from the early disposition by payment in cash or out of the current wages
        or
        other compensation payable to Participant. 

       

      6 Compliance
        with Laws and Regulations.  The
        exercise of this Option and the issuance and transfer of Shares shall be
        subject
        to compliance by the Company and Participant with 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. Participant understands that the Company is under
        no
        obligation to register or qualify the Shares with the Securities and Exchange
        Commission, any state securities commission or any stock exchange to effect
        such
        compliance. 

       

      7. Non-transferability
        of Option.  This
        Option may not be transferred in any manner other than by will or by the
        laws of
        descent and distribution and may be exercised during the lifetime of Participant
        only by Participant. The terms of this Option shall be binding upon the
        executors, administrators, successors and assigns of Participant. 

       

      8. 
        Tax Consequences.  Set
        forth below is a brief summary as of the Date of Grant of some of the federal
        tax consequences of exercise of this Option and disposition of the Shares.
        THIS
        SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT
        TO CHANGE. PARTICIPANT SHOULD CONSULT A TAX ADVISOR BEFORE EXERCISING THE
        OPTION
        OR DISPOSING OF THE SHARES. 

      


      8.1  Exercise
        of ISO.  If
        this Option qualifies as an ISO, there will be no regular federal income
        tax
        liability upon the exercise of this Option, although the excess, if any,
        of the
        fair market value of the Shares on the date of exercise over the Exercise
        Price
        will be treated as a tax preference item for federal income tax purposes
        and may
        subject the Participant to the alternative minimum tax in the year of exercise.
        

      


      8.2  Exercise
        of Nonqualified Stock Option.  If
        this Option does not qualify as an ISO, there may be a regular federal income
        tax liability upon the exercise of this Option. Participant will be treated
        as
        having received compensation income (taxable at ordinary income tax rates)
        equal
        to the excess, if any, of the fair market value of the Shares on the date
        of
        exercise over the Exercise Price. The Company will be required to withhold
        from
        Participant's compensation or collect from Participant and pay to the applicable
        taxing authorities an amount equal to a percentage of this compensation income
        at the time of exercise. 

      


      8.3  Disposition
        of Shares.  If
        the Shares are held for more than twelve (12) months after the date of the
        transfer of the Shares pursuant to the exercise of this Option (and, in the
        case
        of an ISO, are disposed of more than two (2) years after the Date of
        Grant), then any gain realized on disposition of the Shares will be treated
        as
        long term capital gain for federal income
        tax purposes. If Shares purchased under an ISO are disposed of within one
        (1) year of exercise or within two (2) years after the Date of Grant,
        then any gain realized on such disposition will be treated as compensation
        income (taxable at ordinary income rates) to the extent of the excess, if
        any,
        of the fair market value of the Shares on the date of exercise over the Exercise
        Price. The Company will be required to withhold from Participant's compensation
        or collect from Participant and pay to the applicable taxing authorities
        an
        amount equal to a percentage of this compensation income at the time of
        exercise. 

       


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      


      9. Privileges
        of Stock Ownership.  Participant
        shall not have any of the rights of a stockholder with respect to any Shares
        until Participant exercises this Option and pays the Exercise Price.


       

      10. 
        Interpretation.  Any
        dispute regarding the interpretation of this Agreement shall be submitted
        by
        Participant or the Company to the Committee for review. The resolution of
        such a
        dispute by the Committee shall be final and binding on the Company and
        Participant. 

       

      11. Entire
        Agreement.  The
        2005 Plan is incorporated herein by reference. This Agreement and the 2005
        Plan
        and the Exercise Agreement constitute the entire agreement and understanding
        of
        the parties hereto with respect to the subject matter hereof and supersede
        all
        prior understandings and agreements with respect to such subject matter.
        

       

      12. 
        Notices.  Any
        notice required to be given or delivered to the Company under the terms of
        this
        Agreement shall be in writing and addressed to the Corporate Secretary of
        the
        Company at its principal corporate offices. Any notice required to be given
        or
        delivered to Participant shall be in writing and addressed to Participant
        at the
        address indicated above or to such other address as such party may designate
        in
        writing from time to time to the Company. All notices shall be deemed to
        have
        been given or delivered upon: personal delivery; three (3) days after
        deposit in the United States mail by certified or registered mail (return
        receipt requested); one (1) business day after deposit with any return
        receipt express courier (prepaid); or one (1) business day after
        transmission by telecopier with confirmation of successful transmission.
        

       

      13.  Successors
        and Assigns.  T
        he Company may assign any of its rights under this Agreement. This Agreement
        shall be binding upon and inure to the benefit of the successors and assigns
        of
        the Company. Subject to the restrictions on transfer set forth herein, this
        Agreement shall be binding upon Participant and Participant's heirs, executors,
        administrators, legal representatives, successors and assigns. 

       

      14. 
        Governing Law.  This
        Agreement shall be governed by and construed in accordance with the internal
        laws of the State of Delaware, without regard to that body of law pertaining
        to
        choice of law or conflict of law. 

      


      15. 
        Acceptance.  Participant
        hereby acknowledges receipt of a copy of the 2005 Plan and this Agreement.
        Participant has read and understands the terms and provisions thereof, and
        accepts this Option subject to all the terms and conditions of the 2005 Plan
        and
        this Agreement. Participant acknowledges that there may be adverse tax
        consequences upon exercise of this Option or disposition of the Shares and
        that
        the Company has advised Participant to consult a tax advisor prior to such
        exercise or disposition. 

       

      [Remainder
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          4

          
            

          

        

        
          
          

        

      


       

      IN
        WITNESS WHEREOF,
        the
        Company has caused this Agreement to be executed by its duly authorized
        representative and Participant has executed this Agreement as of the Date
        of
        Grant. 

       

       

      
        	 	 CELLEGY
                PHARMACEUTICALS, INC. 	 	 PARTICIPANT
	 

                By:

              	 	 	 	 
	 	
                

                 

              	 	 	
                

                (Signature)

              
	 	
                 

                 

                

                (Please
                  print title)

              	 	 	
                 

                 

                

                (Please
                  print name)

              
	 	
                 

                 

                

                (Please
                  print title) 

              	 	 	 


      

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      
 

      
        CELLEGY
          PHARMACEUTICALS, INC.

        2005
          EQUITY INCENTIVE PLAN

        DIRECTOR
          STOCK OPTION AGREEMENT 

         

         

        This
          Director Stock Option Agreement (this "Agreement")
          is made
          and entered into as of the date of grant set forth below (the "Date
          of Grant")
          by and
          between Cellegy Pharmaceuticals, Inc., a Delaware corporation (the
"Company"),
          and
          the participant named below ("Participant").
          Capitalized terms not defined herein shall have the meaning ascribed to
          them in
          the Company's 2005 Equity Incentive Plan, as amended (the "2005
          Plan").
          

         

        Participant:

        Social
          Security Number:

        Participant's
          Address: 

         

        Total
          Option Shares:

        Exercise
          Price Per Share:

        Date
          of Grant:

        Vesting
          Start Date:

        Expiration
          Date:

        Type
          of Stock Option 

         

        
          	
                  (Check
                    one):

                	
                   

                	
                  o
                    Incentive Stock Option

                  x
                    Nonqualified Stock Option

                	
                   

                	
                   

                


        

        


        1. 
          Grant of Option.  The
          Company hereby grants to Participant an option (this "Option")
          to
          purchase up to the total number of shares of Common Stock of the Company
          set
          forth above (collectively, the "Shares")
          at the
          Exercise Price Per Share set forth above (the "Exercise
          Price"),
          subject to all of the terms and conditions of this Agreement and the 2005
          Plan,
          including without limitation Section 5.11 of the 2005 Plan. This Option
          is
          granted pursuant to Section 5.11 of the 2005 Plan and is not intended to
          qualify
          as an "incentive stock option" ("ISO")
          within
          the meaning of Section 422 of the Internal Revenue Code of 1986, as amended
          (the "Code").
          Capitalized terms not defined in this Agreement will have the meanings
          given to
          them in the 2005 Plan.

        


        2. 
          Vesting; Exercise Period.
          

        


        2.1
          Vesting
          of Right to Exercise Option.  
          Subject to the terms and conditions of the 2005 Plan and this Grant, this
          Option
          shall vest and become exercisable as to one-third (1/3)
          of the
          Shares on the first anniversary of the Date of Grant. Thereafter, this
          Option
          shall vest as one-third (1/3)
          of the
          total Shares upon each of the next two (2) successive anniversaries of the
          Date of Grant, so long as the Optionee continuously remains a member of
          the
          Board of Directors of the Company (a "Board
          Member").

        


        2.2  Expiration.  This
          Option shall expire on the Expiration Date set forth above and must be
          exercised, if at all, on or before the earlier of the Expiration Date or
          the
          date on which this Option is earlier terminated in accordance with the
          provisions of Section 3.   

         

        3. 
          Termination.
          

        


        3.1  Termination.  The
          Option shall cease to vest if the Participant ceases to be a Board Member
          (the
“Termination
          Date”).
          If
          Participant is Terminated for cause, then this Option, to the extent (and
          only
          to the extent) that it would have been exercisable by Participant on the
          date of
          Termination, may be exercised by Participant (or the Participant’s legal
          representative) no later than twelve (12) months after the Termination
          Date, but
          in no event later than the Expiration Date.

        


        3.2
          Acceleration
          of Options.
          In the
          event of a corporate transaction of the kind described in Section 18 of
          the 2005
          Plan, the vesting of the Option will accelerate and the Option will become
          exercisable in full prior to the consummation of such event at such times
          and on
          such conditions as the Committee determines.

         


        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        


        


        3.3  No
          Right to Remain a Director.  Nothing
          in the 2005 Plan or this Agreement shall confer on Participant any right
          to
          remain a Board Member or limit in any way the right of the Company to terminate
          Participant's relationship with the Company at any time. 

        


        4. 
          Manner of Exercise.
          

        


        4.1  Stock
          Option Exercise Agreement.  To
          exercise this Option, Participant (or in the case of exercise after
          Participant's death, Participant's executor, administrator, heir or legatee,
          as
          the case may be) must deliver to the Company an executed stock option exercise
          agreement in such form as may be approved by the Company from time to time
          (the
"Exercise
          Agreement"),
          which
          shall set forth, inter
          alia, Participant's
          election to exercise this Option, the number of Shares being purchased,
          any
          restrictions imposed on the Shares and any representations, warranties
          and
          agreements regarding Participant's investment intent and access to information
          as may be required by the Company to comply with applicable securities
          laws. If
          someone other than Participant exercises this Option, then such person
          must
          submit documentation reasonably acceptable to the Company that such person
          has
          the right to exercise this Option. 

        


        4.2  Limitations
          on Exercise.  This
          Option may not be exercised unless such exercise is in compliance with
          all
          applicable federal and state securities laws, as they are in effect on
          the date
          of exercise. This Option may not be exercised as to fewer than 100 Shares
          unless
          it is exercised as to all Shares as to which this Option is then exercisable.
          

         

        4.3  Payment.  The
          Exercise Agreement shall be accompanied by full payment of the Exercise
          Price
          for the Shares being purchased in cash (by check), or, if the Company in
          its
          discretion agrees in writing and where permitted by law:

        


        (a)
          by
          cancellation of indebtedness of the Company to the Participant;

        


        (b)
          by
          waiver of compensation due or accrued to Participant for services
          rendered;

        


        (c)
          provided that a public market for the Company's stock exists: (1) through
          a
          "same day sale" commitment from Participant and a broker-dealer that is
          a member
          of the National Association of Securities Dealers (an "NASD
          Dealer")
          whereby
          Participant irrevocably elects to exercise this Option and to sell a portion
          of
          the Shares so purchased to pay for the exercise price and whereby the NASD
          Dealer irrevocably commits upon receipt of such Shares to forward the exercise
          price directly to the Company; or
          (2)
          through a "margin" commitment from Participant and a NASD Dealer whereby
          Participant irrevocably elects to exercise this Option and to pledge the
          Shares
          so purchased to the NASD Dealer in a margin account as security for a loan
          from
          the NASD Dealer in the amount of the exercise price, and whereby the NASD
          Dealer
          irrevocably commits upon receipt of such Shares to forward the exercise
          price
          directly to the Company; or

        


        (d)
          by
          any combination of the foregoing.

         

        4.4  Tax
          Withholding.  Prior
          to the issuance of the Shares upon exercise of this Option, Participant
          must pay
          or provide for any applicable federal or state withholding obligations
          of the
          Company. If the Committee permits, Participant may provide for payment
          of
          withholding taxes upon exercise of this Option by requesting that the Company
          retain Shares with a Fair Market Value
          equal to the minimum amount of taxes required to be withheld. In such case,
          the
          Company shall issue the net number of Shares to the Participant by deducting
          the
          Shares retained from the Shares issuable upon exercise. 

        


        4.5  Issuance
          of Shares.  Provided
          that the Exercise Agreement and payment are in form and substance satisfactory
          to counsel for the Company, the Company shall issue the Shares registered
          in the
          name of Participant, Participant's authorized assignee, or Participant's
          legal
          representative, and shall deliver certificates representing the Shares
          with the
          appropriate legends affixed thereto. 

         

        5. Compliance
          with Laws and Regulations.  The
          exercise of this Option and the issuance and transfer of Shares shall be
          subject
          to compliance by the Company and Participant with 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. Participant understands that the Company is
          under no
          obligation to register or qualify the Shares with the Securities and Exchange
          Commission, any state securities commission or any stock exchange to effect
          such
          compliance. 

         


        
          
            
            

          

          
            7

            
              

            

          

          
            
            

          

        


        


        6. Non-transferability
          of Option.  This
          Option may not be transferred in any manner other than by will or by the
          laws of
          descent and distribution and may be exercised during the lifetime of Participant
          only by Participant. The terms of this Option shall be binding upon the
          executors, administrators, successors and assigns of Participant. 

         

        7. 
          Tax Consequences.  Set
          forth below is a brief summary as of the Date of Grant of some of the federal
          tax consequences of exercise of this Option and disposition of the Shares.
          THIS
          SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE
          SUBJECT
          TO CHANGE. PARTICIPANT SHOULD CONSULT A TAX ADVISOR BEFORE EXERCISING THE
          OPTION
          OR DISPOSING OF THE SHARES. 

        


        7.1.
            Exercise
          of Nonqualified Stock Option.  Tthere
          may be a regular federal income tax liability upon the exercise of this
          Option.
          Participant will be treated as having received compensation income (taxable
          at
          ordinary income tax rates) equal to the excess, if any, of the fair market
          value
          of the Shares on the date of exercise over the Exercise Price. The Company
          may
          be required to withhold from Participant's compensation or collect from
          Participant and pay to the applicable taxing authorities an amount equal
          to a
          percentage of this compensation income at the time of exercise. 

         

        8. Privileges
          of Stock Ownership.  Participant
          shall not have any of the rights of a stockholder with respect to any Shares
          until Participant exercises this Option and pays the Exercise Price.


         

        9. 
          Interpretation.  Any
          dispute regarding the interpretation of this Agreement shall be submitted
          by
          Participant or the Company to the Committee for review. The resolution
          of such a
          dispute by the Committee shall be final and binding on the Company and
          Participant. 

         

        10. Entire
          Agreement.  The
          2005 Plan is incorporated herein by reference. This Agreement and the 2005
          Plan
          and the Exercise Agreement constitute the entire agreement and understanding
          of
          the parties hereto with respect to the subject matter hereof and supersede
          all
          prior understandings and agreements with respect to such subject matter.
          

         

        11. 
          Notices.  Any
          notice required to be given or delivered to the Company under the terms
          of this
          Agreement shall be in writing and addressed to the Corporate Secretary
          of the
          Company at its principal corporate offices. Any notice required to be given
          or
          delivered to Participant shall be in writing and addressed to Participant
          at the
          address indicated above or to such other address as such party may designate
          in
          writing from time to time to the Company. All notices shall be deemed to
          have
          been given or delivered upon: personal delivery; three (3) days after
          deposit in the United States mail by certified or registered mail (return
          receipt requested); one (1) business day after deposit with any return
          receipt express courier (prepaid); or one (1) business day after
          transmission by telecopier with confirmation of successful transmission.
          

         

        12.  Successors
          and Assigns.  T
          he Company may assign any of its rights under this Agreement. This Agreement
          shall be binding upon and inure to the benefit of the successors and assigns
          of
          the Company. Subject to the restrictions on transfer set forth herein,
          this
          Agreement shall be binding upon Participant and Participant's heirs, executors,
          administrators, legal representatives, successors and assigns. 

         

        13. 
          Governing Law.  This
          Agreement shall be governed by and construed in accordance with the internal
          laws of the State of Delaware, without regard to that body of law pertaining
          to
          choice of law or conflict of law. 

        


        14. 
          Acceptance.  Participant
          hereby acknowledges receipt of a copy of the 2005 Plan and this Agreement.
          Participant has read and understands the terms and provisions thereof,
          and
          accepts this Option subject to all the terms and conditions of the 2005
          Plan and
          this Agreement. Participant acknowledges that there may be adverse tax
          consequences upon exercise of this Option or disposition of the Shares
          and that
          the Company has advised Participant to consult a tax advisor prior to such
          exercise or disposition. 

         

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            8

            
              

            

          

          
            
            

          

        

        


         

        IN
          WITNESS WHEREOF,
          the
          Company has caused this Agreement to be executed by its duly authorized
          representative and Participant has executed this Agreement as of the Date
          of
          Grant. 

         

         

        
          	 	 CELLEGY
                  PHARMACEUTICALS, INC. 	 	 PARTICIPANT
	 

                  By:

                	 	 	 	 
	 	
                  

                   

                	 	 	
                  

                  (Signature)

                
	 	
                   

                   

                  

                  (Please
                    print title)

                	 	 	
                   

                   

                  

                  (Please
                    print name)

                
	 	
                   

                   

                  
                    

                  

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