Exhibit 10.16
                            INDEMNIFICATION AGREEMENT



         This Indemnification  Agreement ("Agreement") is made effective as of ,
and is entered into by and between CELLEGY  PHARMACEUTICALS,  INC., a California
corporation    (the   "Company"),    and    ____________________________________
("Indemnitee").

                                    RECITALS

         A. The Company and Indemnitee  recognize the  increasing  difficulty in
obtaining  directors'  and  officers'  liability   insurance,   the  significant
increases  in the  cost of such  insurance  and the  general  reductions  in the
coverage of such insurance.

         B.  The  Company  and  Indemnitee  further  recognize  the  substantial
increase in corporate  litigation in general,  subjecting officers and directors
to expensive  litigation risks at the same time as the availability and coverage
of liability insurance has been severely limited.

         C.  Indemnitee  does not regard the  current  protection  available  as
adequate under the present circumstances,  and Indemnitee and other officers and
directors of the Company may not be willing to continue to serve as officers and
directors without additional protection.

         D. The  Company  desires to attract  and retain the  services of highly
qualified individuals, such as Indemnitee, to serve as officers and directors of
the Company and to indemnify  its  officers and  directors so as to provide them
with the maximum protection permitted by law.

         THEREFORE, the Company and Indemnitee hereby agree as follows:

         1.       INDEMNIFICATION.

                  (a) Third  Party  Proceedings.  The  Company  shall  indemnify
Indemnitee if Indemnitee is or was a party,  or is threatened to be made a party
to or witness or other  participant  in, any  threatened,  pending or  completed
action or proceeding,  whether civil, criminal,  administrative or investigative
(a "proceeding")  (other than a proceeding by or in the right of the Company) by
reason of the fact that  Indemnitee is or was a director,  officer,  employee or
agent of the Company,  or any subsidiary of the Company, by reason of any action
or inaction on the part of Indemnitee  while an officer or director or by reason
of the fact that Indemnitee is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement (if such  settlement is
approved in advance by the Company,  which  approval  shall not be  unreasonably
withheld) actually and reasonably incurred by Indemnitee in connection with such
proceeding unless the Company shall establish, in accordance with the procedures
described in Section 2(c) of this Agreement, that Indemnitee did not act in good
faith and in a manner Indemnitee reasonably believed to be in the best interests
of the Company, and, with respect to any criminal proceeding,  had no reasonable


<PAGE>

cause to believe  Indemnitee's  conduct was  unlawful.  The  termination  of any
proceeding by judgment,  order, settlement,  conviction,  or upon a plea of nolo
contendere or its equivalent, shall not create a presumption that (i) Indemnitee
did not act in good faith and in a manner which Indemnitee  reasonably  believed
to be in the best interests of the Company, or (ii) with respect to any criminal
proceeding,  Indemnitee  had no  reasonable  cause to believe that  Indemnitee's
conduct was unlawful.

                  (b) Proceedings By or in the Right of the Company. The Company
shall  indemnify  Indemnitee  if  Indemnitee  was or is a party to or witness or
other participant in, or is threatened to be made a party to or witness or other
participant  in,  any  proceeding  by or in  the  right  of the  Company  or any
subsidiary  of the  Company to procure a judgment  in its favor by reason of the
fact that  Indemnitee  is or was a director,  officer,  employee or agent of the
Company,  or any subsidiary of the Company,  by reason of any action or inaction
on the part of Indemnitee  while an officer or director or by reason of the fact
that  Indemnitee  is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation,  partnership,  joint venture,
trust or other  enterprise,  against expenses  (including,  without  limitation,
attorneys'  fees) and, to the fullest extent  permitted by law,  amounts paid in
settlement,  in each case to the extent  actually  and  reasonably  incurred  by
Indemnitee,  in connection  with the defense or settlement of such proceeding if
Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to
be in the best  interests  of the Company and its  shareholders,  except that no
indemnification  shall be made in respect  of any  proceeding,  claim,  issue or
matter as to which Indemnitee shall have been finally adjudicated by court order
or judgment to be liable to the Company in the performance of Indemnitee's  duty
to the  Company  and its  shareholders,  unless and only to the extent  that the
court  in  which  such  proceeding  is  or  was  pending  shall  determine  upon
application  that, in view of all the  circumstances of the case,  Indemnitee is
fairly and  reasonably  entitled to indemnity  for expenses and then only to the
extent that the court shall determine.

         2.       Expenses: Indemnification Procedure.

                  (a)  Advancement  of Expenses.  The Company  shall advance all
expenses incurred by Indemnitee in connection with the  investigation,  defense,
settlement or appeal of any proceeding  referenced in Section 1(a) or (b) hereof
(but not amounts actually paid in settlement of any such proceeding). Indemnitee
hereby  undertakes  to repay such  amounts  advanced  only if, and to the extent
that, it shall  ultimately be determined  that  Indemnitee is not entitled to be
indemnified  by the  Company  as  authorized  hereby.  The  advances  to be made
hereunder  shall be paid by the Company to  Indemnitee  within  twenty (20) days
following  delivery of a written  request  therefor by Indemnitee to the Company
and documentation  reasonably evidencing the expenses for which reimbursement is
requested.  The parties  agree that for the purposes of any expense  advance for
which  Indemnitee has made written demand to the Company in accordance with this
Agreement,  all expenses  included in such expense advance that are certified in
good faith by affidavit of  Indemnitee's  counsel as being  reasonable  shall be
presumed conclusively to be reasonable.

                  (b) Notice.  Indemnitee  shall,  as a condition  precedent  to
Indemnitee's  right to be  indemnified  under this  Agreement,  give the Company
notice in writing as soon as  practicable


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<PAGE>

of any claim made against Indemnitee for which  indemnification will or could be
sought  under this  Agreement.  Notice to the  Company  shall be directed to the
Chief  Executive  Officer of the Company at the address  shown on the  signature
page of this Agreement (or such other address as the Company shall  designate in
writing to  Indemnitee).  Notice shall be deemed  received  three  business days
after the date  postmarked  if sent by domestic  certified or  registered  mail,
properly  addressed;  otherwise notice shall be deemed received when such notice
shall actually be received by the Company.

                  (c) Procedure; Determination of Right to Indemnification.

                           (i) Any indemnification provided for in Section 1 and
this Section 2 shall be made no later than forty-five (45) days after receipt of
the written request of Indemnitee.  If a claim under this  Agreement,  under any
statute,  or under any provision of the Company's  Articles of  Incorporation or
By-laws providing for indemnification, is not paid in full by the Company within
forty-five  (45) days after a written request for payment thereof has first been
received by the Company,  Indemnitee  may, but need not, at any time  thereafter
bring an action  against the  Company to recover the unpaid  amount of the claim
and, subject to Section 12 of this Agreement,  Indemnitee shall also be entitled
to be paid for the expenses (including, without limitation,  attorneys' fees) of
bringing  such action.  It shall be a defense to any such action  (other than an
action brought to enforce a claim for expenses  incurred in connection  with any
proceeding in advance of its final  disposition) that Indemnitee has not met the
standards of conduct  which make it  permissible  under  applicable  law for the
Company  to  indemnify  Indemnitee  for the  amount  claimed,  but the burden of
proving such defense shall be on the Company,  and Indemnitee  shall be entitled
to receive interim  payments of expenses  pursuant to Subsection 2(a) unless and
until such defense may be finally  adjudicated  by court order or judgment  from
which no further right of appeal exists.

                           (ii) It is the parties' intention that if the Company
contests  Indemnitee's  right to  indemnification,  the question of Indemnitee's
right to  indemnification  shall be resolved as  provided in  subparagraph  (iv)
below, and neither the failure of the Company (including its Board of Directors,
any committee or subgroup of the Board of Directors,  independent legal counsel,
or its  shareholders)  to have  made a  determination  that  indemnification  of
Indemnitee  is  proper  in the  circumstances  because  Indemnitee  has  met the
applicable  standard  of  conduct  required  by  applicable  law,  nor an actual
determination by the Company (including its Board of Directors, any committee or
subgroup  of  the  Board  of  Directors,   independent  legal  counsel,  or  its
shareholders)  that Indemnitee has not met such applicable  standard of conduct,
shall create a presumption  that  Indemnitee  has or has not met the  applicable
standard of conduct.

                           (iii)  To the  extent  that the  Indemnitee  has been
successful  on the merits in defense of any  proceeding  referred  to in Section
1(a) or 1(b)  above  or in  defense  of any  claim,  issue  or  matter  therein,
Indemnitee  shall  be  indemnified  against  expenses  actually  and  reasonably
incurred by Indemnitee in connection therewith.

                           (iv) In the event that  subparagraph  (iii)  above is
inapplicable,  or does not apply to the entire  proceeding,  the  Company  shall
nonetheless indemnify the Indemnitee (unless applicable law expressly requires a
different  procedure)  unless the Company  shall  prove by clear


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<PAGE>

and convincing  evidence to the forum selected as provided in  subparagraph  (v)
below  that  the  Indemnitee  has not met the  applicable  standard  of  conduct
required to entitle the Indemnitee to such indemnification.

                           (v) The  Indemnitee  shall be  entitled to select the
forum in which the validity of the Company's claim under subparagraph (iv) above
that the Indemnitee is not entitled to indemnification  will be heard from among
the following,  except that the Indemnitee can select a forum  consisting of the
shareholders of the Company only with the approval of the Company:

                                    (A)   a quorum  consisting  of directors who
                                          are not parties to the  proceeding for
                                          which indemnification is being sought;

                                    (B)   independent legal counsel, which shall
                                          render a conclusion in a written legal
                                          opinion;

                                    (C)   the shareholders of the Company; or

                                    (D)   the court having  jurisdiction  of the
                                          subject  matter of the  proceeding and
                                          the parties.

         For purposes of the above,  "independent  legal  counsel"  shall mean a
reputable  law firm  with  experience  in the  general  subject  matter  of this
Agreement,  or a member of such a firm,  mutually agreed upon by the Company and
Indemnitee,  that neither is presently  nor in the past three (3) years has been
retained to represent: (i) the Company or any of its subsidiaries or affiliates,
or  Indemnitee  or any  corporation  or which  Indemnitee  was or is a director,
officer,   employee  or  agent,  or  any  subsidiary  or  affiliate  of  such  a
corporation, in any material matter, or (ii) any other party to the claim giving
rise to a claim for  indemnification  hereunder.  Notwithstanding the foregoing,
the term "independent legal counsel" shall not include any person who, under the
applicable  standards  of  professional  conduct then  prevailing,  would have a
conflict of  interest in  representing  either the Company or  Indemnitee  in an
action to determine  Indemnitee's right to indemnification under this Agreement.
As soon as  practicable,  and in no event  later than thirty (30) days after the
forum has been selected pursuant to this subparagraph (v), the Company shall, at
its own expense,  submit to the selected  forum its claim that the Indemnitee is
not entitled to  indemnification,  and the Company  shall act in the utmost good
faith to assure the  Indemnitee a complete  opportunity  to defend  against such
claim.  If the  forum  selected  in  accordance  with this  subparagraph  (v) is
independent legal counsel,  the Company agrees to pay the reasonable fees of the
independent  legal counsel and to indemnify  fully such counsel  against any and
all expenses (including legal fees), claims, liabilities and damages arising out
of or relating to this Agreement or its engagement pursuant hereto. If the forum
selected in accordance with this subparagraph (v) is not a court, then after the
final decision of such forum is rendered,  the Company or Indemnitee  shall have
the right to apply to a court with  jurisdiction  over the  parties  and subject
matter,  or the court in which the  proceeding  giving rise to the  Indemnitee's
claim for  indemnification  is or was pending,  for the purpose of appealing the
decision of such forum,  provided that such right is exercised within sixty (60)
days after the final  decision of such forum is rendered.  If the forum selected
in accordance with this  subparagraph is a court, then the rights of the Company
or  Indemnitee  to appeal any  decision  of such court  shall


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<PAGE>

be governed by the applicable laws and rules  governing  appeals of the decision
of such  court.  Notwithstanding  any other  provision  in this  Agreement,  the
Company shall indemnify the Indemnitee against all expenses  reasonably incurred
by  Indemnitee  in  connection  with  any  hearing  or  proceeding   under  this
subparagraph  (v)  involving  Indemnitee  and  against all  expenses  reasonably
incurred by Indemnitee involving the interpretation or enforcement of the rights
of  Indemnitee  under this  Agreement  unless a court of competent  jurisdiction
finds that each of the material claims and/or defenses of Indemnitee in any such
proceeding was frivolous or not made in good faith.

                  (d) Notice to  Insurers.  If, at the time of the  receipt of a
notice of a claim pursuant to Section 3(b) hereof,  the Company has director and
officer liability  insurance in effect,  the Company shall give prompt notice of
the  commencement  of such  proceeding  to the insurers in  accordance  with the
procedures set forth in the respective  policies.  The Company shall  thereafter
take all necessary or desirable actions to cause such insurers to pay, on behalf
of the  Indemnitee,  all  amounts  payable  as a result  of such  proceeding  in
accordance with the terms of such policies.

                  (e)  Selection of Counsel.  If the Company  shall be obligated
under  Section  2(a)  hereof  to pay  the  expenses  of any  proceeding  against
Indemnitee, the Company, if appropriate, shall be entitled to assume the defense
of such  proceeding,  with  counsel  selected  by the  Company  and  approved by
Indemnitee, which approval shall not be unreasonably withheld, upon the delivery
to Indemnitee of written notice of its election so to do. After delivery of such
notice, approval of such counsel by Indemnitee and the retention of such counsel
by the  Company,  the  Company  will not be  liable  to  Indemnitee  under  this
Agreement  for any fees of counsel  subsequently  incurred  by  Indemnitee  with
respect to the same  proceeding,  provided  that (i)  Indemnitee  shall have the
right to employ  Indemnitee's  counsel in any such  proceeding  at  Indemnitee's
expense; (ii) Indemnitee shall have the right to employ Indemnitee's own counsel
in connection with any such proceeding,  at the expense of the Company,  if such
counsel serves in a review,  observer,  advice and counseling  capacity and does
not  otherwise  materially  control  or  participate  in  the  defense  of  such
proceeding;  and (iii) if (A) the  employment of counsel by Indemnitee  has been
previously  authorized  by the Company,  (B)  Indemnitee  shall have  reasonably
concluded  that there may be a conflict  of  interest  between  the  Company and
Indemnitee in the conduct of any such defense,  or (C) the Company shall not, in
fact, have employed counsel to assume the defense of such  proceeding,  then the
fees  and  expenses  of  Indemnitee's  counsel  shall be at the  expense  of the
Company.  The Company  shall not be liable to  indemnify  Indemnitee  or advance
expenses to Indemnitee  under this  Agreement for any amounts paid in settlement
of any proceeding  effected by Indemnitee without the Company's written consent,
which consent shall not be unreasonably  withheld,  unless  Indemnitee  receives
court approval for such  settlement or other  disposition  where the Company had
the  opportunity to oppose  Indemnitee's  request for such court  approval.  The
Company  shall be  permitted to settle any  proceeding  except that it shall not
settle any proceeding in any manner which would impose any penalty or limitation
on Indemnitee  without  Indemnitee's  written  consent.  Neither the Company nor
Indemnitee shall unreasonably withhold its consent to any proposed settlement.

                  (f)  Cooperation.  If the  Company  assumes the defense of any
claim for which indemnification is sought under this Agreement, Indemnitee shall
furnish such information


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<PAGE>

regarding  Indemnitee,  or  the  proceeding  in  question,  as the  Company  may
reasonably  request  and as may be required  in  connection  with the defense or
settlement of such  proceeding,  and shall  cooperate  fully with the Company in
every other respect.

         3.       ADDITIONAL INDEMNIFICATION RIGHTS; NONEXCLUSIVITY.

                  (a)  Scope.   Notwithstanding  any  other  provision  of  this
Agreement,  the Company hereby agrees to indemnify the Indemnitee to the fullest
extent  permitted  by law,  notwithstanding  that  such  indemnification  is not
specifically authorized by the other provisions of this Agreement, the Company's
Articles of Incorporation,  the Company's Bylaws or by statute.  In the event of
any change, after the date of this Agreement,  in any applicable law, statute or
rule which expands the right of a California  corporation  to indemnify a member
of its board of directors,  an officer or other  corporate  agent,  such changes
shall be, ipso facto,  within the purview of  Indemnitee's  rights and Company's
obligations,  under this Agreement. In the event of any change in any applicable
law,  statute or rule which  narrows the right of a  California  corporation  to
indemnify  a member of its Board of  Directors,  an officer  or other  corporate
agent, such changes,  to the extent not otherwise  required by such law, statute
or rule to be applied to this Agreement,  shall have no effect on this Agreement
or the parties' rights and obligations hereunder.

                  (b)  Nonexclusivity.  The  indemnification  provided  by  this
Agreement shall not be deemed exclusive of any rights to which Indemnitee may be
entitled  under  the  Company's  Articles  of  Incorporation,  its  Bylaws,  any
agreement,  any vote of shareholders or disinterested directors, the Corporation
Law of the State of California,  or otherwise, both as to action in Indemnitee's
official  capacity  and as to action in  another  capacity  while  holding  such
office. The  indemnification  provided under this Agreement shall continue as to
Indemnitee  for any action  taken or not taken while  serving in an  indemnified
capacity even though Indemnitee may have ceased to serve in such capacity at the
time of any covered proceeding.

         4.       PARTIAL INDEMNIFICATION.

                  If  Indemnitee  is  entitled   under  any  provision  of  this
Agreement  to  indemnification  by the  Company  for  some or a  portion  of the
expenses,  judgments,  fines or  penalties  actually or  reasonably  incurred by
either  in the  investigation,  defense,  appeal or  settlement  of any civil or
criminal proceeding, but not, however, for the total amount thereof, the Company
shall  nevertheless  indemnify  each  of  Indemnitee  for  the  portion  of such
expenses, judgments, fines or penalties to which Indemnitee is entitled.

         5.       MUTUAL ACKNOWLEDGMENT.

                  The  Company  and  Indemnitee   acknowledge  that  in  certain
instances, Federal law or applicable public policy may prohibit the Company from
indemnifying  its  directors,  officers  and  agents  under  this  Agreement  or
otherwise.   Indemnitee  understands  and  acknowledges  that  the  Company  has
undertaken or may be required in the future to undertake with the Securities and
Exchange  Commission  to submit the  question of  indemnification  to a court in
certain


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<PAGE>

circumstances  for a determination of the Company's right under public policy to
indemnify Indemnitee.

         6.       OFFICER AND DIRECTOR LIABILITY INSURANCE.

                  The  Company  shall,  from time to time,  make the good  faith
determination  whether or not it is  practicable  for the  Company to obtain and
maintain a policy or policies of insurance  with reputable  insurance  companies
providing  the  officers and  directors of the Company with  coverage for losses
from   wrongful   acts,  or  to  ensure  the   Company's   performance   of  its
indemnification  obligations under this Agreement.  Among other  considerations,
the Company will weigh the costs of obtaining  such insurance  coverage  against
the  protection  afforded by such  coverage.  In all policies of directors'  and
officers' liability insurance, Indemnitee shall be named as an insured in such a
manner as to provide  Indemnitee the same rights and benefits as are accorded to
the most  favorably  insured of the  Company's  directors,  if  Indemnitee  is a
director;  or of the Company's officers,  if Indemnitee is not a director of the
Company but is an officer. Notwithstanding the foregoing, the Company shall have
no obligation to obtain or maintain such insurance if the Company  determines in
good faith that such insurance is not reasonably available, if the premium costs
for such insurance are  disproportionate to the amount of coverage provided,  if
the  coverage  provided  by such  insurance  is limited by  exclusions  so as to
provide  an  insufficient  benefit,  or if  Indemnitee  is  covered  by  similar
insurance maintained by a subsidiary or parent of the Company.

         7.       SEVERABILITY.

                  Nothing in this  Agreement  is intended to require or shall be
construed as  requiring  the Company to do or fail to do any act in violation of
applicable law. The Company's inability, pursuant to court order, to perform its
obligations  under  this  Agreement  shall  not  constitute  a  breach  of  this
Agreement.  Each  provision of this  Agreement,  including  without  limitation,
provisions  within a single  sentence or clause  therein,  shall be severable as
provided in this  Section 7. If this  Agreement  or any portion  hereof shall be
invalidated  on any  ground by any  court of  competent  jurisdiction,  then the
Company shall nevertheless  indemnify Indemnitee to the full extent permitted by
any applicable  portion of this Agreement that shall not have been  invalidated,
and the balance of this  Agreement not so  invalidated  shall be  enforceable in
accordance with its terms.

         8.       EXCEPTIONS.

                  Any other  provision  herein to the contrary  notwithstanding,
the Company shall not be obligated pursuant to the terms of this Agreement:

                  (a) Unlawful Indemnification.  To indemnify Indemnitee for any
acts or omissions or transactions from which a court having  jurisdiction in the
matter shall  determine that  Indemnitee may not be relieved of liability  under
California or any other  applicable  state or federal law. In this respect,  the
Company and the  Indemnitee  have been advised that the  Securities and Exchange
Commission takes the position that indemnification for liabilities


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<PAGE>

arising  under the  federal  securities  laws is against  public  policy and is,
therefore, unenforceable and that claims for indemnification should be submitted
to appropriate courts for adjudication.

                  (b) Claims Initiated by Indemnitee. To indemnify or to advance
expenses to  Indemnitee  with  respect to  proceedings  or claims  initiated  or
brought voluntarily by Indemnitee and not by way of defense, except with respect
to proceedings brought to establish or enforce a right to indemnification  under
this  Agreement  or any other  statute or law or  otherwise  as  required  under
Section 317 of the California General Corporation Law, but such  indemnification
or  advancement  of expenses may be provided by the Company in specific cases if
the Board of Directors has approved the initiation or bringing of such suit; or

                  (c)  Lack of  Good  Faith.  To  indemnify  Indemnitee  for any
expenses incurred by the Indemnitee with respect to any proceeding instituted by
Indemnitee  to enforce or  interpret  this  Agreement,  if a court of  competent
jurisdiction  determines  that  each  of the  material  assertions  made  by the
Indemnitee, as the case may be, in such proceeding was not made in good faith or
was frivolous; or

                  (d) No  Duplication of Payments.  To indemnify  Indemnitee for
expenses or liabilities of any type whatsoever  (including,  without limitation,
judgments,  fines,  ERISA,  excise  taxes  or  penalties,  and  amounts  paid in
settlement)  to the extent  that  Indemnitee  has  otherwise  actually  received
payment  (under any insurance  policy,  provision of the  Company's  articles of
incorporation,  bylaws or otherwise) of the amounts otherwise payable hereunder;
or

                  (e) Claims Under Section  16(b).  To indemnify  Indemnitee for
expenses  and the  payment  of profits  arising  from the  purchase  and sale by
Indemnitee  of  securities  in  violation  of  Section  16(b) of the  Securities
Exchange Act of 1934, as amended, or any similar successor statute.

         9.       CONSTRUCTION OF CERTAIN PHRASES.

                  (a)  For  purposes  of  this  Agreement,   references  to  the
"Company"  shall  include  in  addition  to  the  resulting   corporation,   any
constituent corporation (including any constituent of a constituent) absorbed in
a consolidation or merger which, if its separate existence had continued,  would
have had power and authority to indemnify its directors,  officers and employees
or agents,  so that if  Indemnitee  is or was a director,  officer,  employee or
agent of such  constituent  corporation,  or is or was serving at the request of
such  constituent  corporation  as a  director,  officer,  employee  or agent of
another  corporation,  partnership,  joint venture,  trust or other  enterprise,
Indemnitee  shall  stand in the  same  position  under  the  provisions  of this
Agreement  with respect to the resulting or surviving  corporation as Indemnitee
would  have  with  respect  to  such  constituent  corporation  if its  separate
existence had continued.

                  (b) For  purposes  of this  Agreement,  references  to  "other
enterprises"  shall include employee benefit plans;  references to "fines" shall
include any excise  taxes  assessed on  Indemnitee  with  respect to an employee
benefit plan;  and  references to "serving at the request of the Company"  shall
include  any service as a  director,  officer,  employee or agent of the Company
which  imposes  duties on, or  involves  services  by, such  director,  officer,
employee or agent with


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<PAGE>

respect to an employee benefit plan, its participants, or beneficiaries;  and if
Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to
be in the interest of the participants and  beneficiaries of an employee benefit
plan,  Indemnitee  shall be deemed to have acted in a manner "not opposed to the
best interests of the Company" as referred to in this Agreement.

         10.      COUNTERPARTS.

                  This  Agreement  may be executed in one or more  counterparts,
each of which shall constitute an original.

         11.      SUCCESSORS AND ASSIGNS.

                  This Agreement  shall be binding upon and inure to the benefit
of and be enforceable by the parties hereto and their respective  successors and
assigns  (including,  in the case of the  Company,  any  successor  by merger or
similar  transaction),  and  shall  inure  to  the  benefit  of  Indemnitee  and
Indemnitee's  estate, and each of Indemnitee's heirs, legal  representatives and
assigns.

         12.      ATTORNEYS' FEES.

                  In the event that any action is instituted by Indemnitee under
this  Agreement or under any  liability  insurance  policies  maintained  by the
Company to enforce or interpret  any of the terms  hereof,  Indemnitee  shall be
entitled  to  be  paid  all  court  costs  and  expenses,  including  reasonable
attorneys' fees, incurred by Indemnitee with respect to such action,  regardless
of whether Indemnitee is ultimately  successful in such action, unless as a part
of such  action,  a  court  of  competent  jurisdiction  makes a final  judicial
determination (as to which all rights of appeal therefrom have been exhausted or
lapsed) that each of the material  assertions  made by Indemnitee as a basis for
such  action were not made in good faith or were  frivolous.  In the event of an
action  instituted by or in the name of the Company  under this  Agreement or to
enforce or interpret  any of the terms of this  Agreement,  Indemnitee  shall be
entitled  to be paid all  costs and  expenses,  including,  without  limitation,
reasonable  attorneys'  fees,  incurred by  Indemnitee in defense of such action
(including,  without limitation,  with respect to Indemnitee's counterclaims and
cross-claims  made in such  action),  unless as a part of such  action the court
makes a final judicial determination (as to which all rights of appeal therefrom
have been exhausted or lapsed) that each of  Indemnitee's  material  defenses to
such action were made in bad faith or were frivolous.

         13.      NOTICE.

                  All notices,  requests, demands and other communications under
this Agreement shall be in writing,  shall be effective upon receipt,  and shall
be  delivered  by  Federal  Express  or a similar  courier,  personal  delivery,
certified or registered  air mail, or by facsimile  transmission.  Addresses for
notice to either party are as shown on the signature page of this Agreement,  or
as subsequently modified by written notice. Addresses for notice to either party
are as  shown  on the  signature  page of  this  Agreement,  or as  subsequently
modified by written notice.


                                       9
<PAGE>

         14.      CONSENT TO JURISDICTION.

                  The Company and Indemnitee each hereby irrevocably  consent to
the  jurisdiction  of the courts of the State of California  for all purposes in
connection with any proceeding  which arises out of or relates to this Agreement
and agree that any action  instituted under this Agreement shall be brought only
in the state courts of the State of California.

         15. CHOICE OF LAW.

                  This  Agreement  shall  be  governed  by  and  its  provisions
construed in  accordance  with the laws of the State of California as applied to
contracts between California residents entered into and to be performed entirely
within California.

         16.      SUBROGATION.

                  In the event of payment  under  this  Agreement,  the  Company
shall be  subrogated  to the  extent  of such  payment  to all of the  rights of
recovery of  Indemnitee,  who shall execute all documents  required and shall do
all acts that may be  necessary  to secure such rights and to enable the Company
effectively to bring suit to enforce such rights.

         17     . CONTINUATION OF INDEMNIFICATION.

                  All agreements and obligations of the Company contained herein
shall continue during the period that Indemnitee is a director, officer or agent
of the Company and shall  continue  thereafter  so long as  Indemnitee  shall be
subject to any possible claim or threatened,  pending or completed action,  suit
or  proceeding,  whether  civil,  criminal,  arbitrational,   administrative  or
investigative, by reason of the fact that Indemnitee was serving in the capacity
referred to herein.

         18.      AMENDMENT AND TERMINATION.

                  Subject to Section 17, no amendment, modification, termination
or cancellation of this Agreement shall be effective unless in writing signed by
both parties hereto.



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                                       10
<PAGE>

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the date first above written.


                                            CELLEGY PHARMACEUTICALS, INC.


                                            ------------------------------------
                                            By:



                                            Title:
                                            ------------------------------------
                                            Address:  349 Oyster Point Boulevard
                                                      Suite 200
                                                      South San Francisco,
                                                      California  94080

AGREED TO AND ACCEPTED:


INDEMNITEE:


--------------------------------------------
(Signature)


--------------------------------------------
(Name)

--------------------------------------------
(Address)

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