Exhibit 10.11

                                     WARRANT

THE SECURITIES EVIDENCED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES  ACT OF  1933,  AS  AMENDED  (THE  "SECURITIES  ACT"),  OR ANY  OTHER
APPLICABLE  SECURITIES  LAWS AND HAVE BEEN ISSUED IN RELIANCE  UPON AN EXEMPTION
FROM  THE  REGISTRATION  REQUIREMENTS  OF THE  SECURITIES  ACT  AND  SUCH  OTHER
SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION  HEREIN
MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, HYPOTHECATED
OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES  ACT OR PURSUANT TO A TRANSACTION  WHICH IS EXEMPT FROM, OR
NOT SUBJECT TO, SUCH REGISTRATION.

                                                                JANUARY 16, 2004

         Warrant to  Purchase  up to 260,000  shares of Common  Stock of Cellegy
Pharmaceuticals, Inc. (the "Company").

         In  consideration  for  Kingsbridge  Capital  Limited (the  "Investor")
agreeing to enter into that certain Common Stock Purchase Agreement, dated as of
the date hereof,  between the Investor  and the Company (the  "Agreement"),  the
Company  hereby agrees that the Investor or any other Warrant Holder (as defined
below) is entitled,  on the terms and  conditions  set forth below,  to purchase
from the Company at any time during the Exercise Period (as defined below) up to
260,000 fully paid and  nonassessable  shares of common stock,  no par value, of
the Company (the "Common Stock") at the Exercise Price (hereinafter defined), as
the same may be adjusted from time to time  pursuant to Section 6.1 hereof.  The
resale of the shares of Common Stock or other securities  issuable upon exercise
or exchange of this  Warrant is subject to the  provisions  of the  Registration
Rights Agreement (as defined in the Agreement).

                  Section 1. Definitions.

                  "Affiliate" shall mean any Person that, directly or indirectly
through one or more  intermediaries,  controls or is controlled  by, or is under
direct or indirect  common  control with any other  Person.  For the purposes of
this  definition,  "control,"  when used with  respect to any Person,  means the
power to  direct  the  management  and  policies  of such  Person,  directly  or
indirectly,  whether through the ownership of voting securities,  by contract or
otherwise, and the term "controls" and "controlled" have meanings correlative to
the foregoing.

                  "Closing  Price" shall mean the closing price per share of the
Company's Common Stock as reported by Bloomberg L.P.

                  "Exercise  Period" shall mean that period beginning six months
after  the date of this  Warrant  and  continuing  until the  expiration  of the
five-year period thereafter.

                  "Exercise  Price" as of the date hereof shall mean 130% of the
average of the Closing  Prices over the five (5) Trading Days preceding the date
of this Warrant,  subject to adjustment for the events  specified in Section 6.1
below.

                  "Per Share Warrant Value" shall mean the difference  resulting
from  subtracting  the Exercise  Price from the Closing Price on the Trading Day
immediately preceding the Exercise Date.

                  "Person"   shall  mean  an  individual,   a   corporation,   a
partnership,  a limited  liability  company,  an  association,  a trust or other
entity or  organization,  including a government or political  subdivision or an
agency or instrumentality thereof.


<PAGE>

                  "Principal  Market" shall mean the Nasdaq National Market, the
Nasdaq  SmallCap  Market,  the  American  Stock  Exchange  or the New York Stock
Exchange,  whichever is at the time the principal trading exchange or market for
the Common Stock.

                  "SEC" shall mean the United  States  Securities  and  Exchange
Commission.

                  "Trading  Day" shall  mean any day other than a Saturday  or a
Sunday on which the Principal Market is open for trading in equity securities.

                  "Warrant  Holder"  shall mean the  Investor  or any  permitted
assignee or permitted transferee of all or any portion of this Warrant.

                  "Warrant  Shares"  shall  mean  those  shares of Common  Stock
received upon exercise of this Warrant.

                  Section 2. Exercise.

                           (a) Method of Exercise. This Warrant may be exercised
in whole or in part (but not as to a fractional  share of Common Stock),  at any
time and from time to time during the Exercise Period,  by the Warrant Holder by
(i)  surrender of this  Warrant,  with the form of exercise  attached  hereto as
Exhibit A  completed  and duly  executed by the  Warrant  Holder (the  "Exercise
Notice"),  to the  Company  at the  address  set  forth in  Section  13  hereof,
accompanied by payment of the Exercise Price  multiplied by the number of shares
of Common  Stock for which  this  Warrant  is being  exercised  (the  "Aggregate
Exercise Price") or (ii)  telecopying an executed and completed  Exercise Notice
to the  Company and  delivering  to the Company  within five (5)  business  days
thereafter the original Exercise Notice, this Warrant and the Aggregate Exercise
Price.  Each date on which an  Exercise  Notice is  received  by the  Company in
accordance  with  clause  (i) and each  date on which  the  Exercise  Notice  is
telecopied to the Company in  accordance  with clause (ii) above shall be deemed
an "Exercise Date."

                           (b) Payment of Aggregate  Exercise Price.  Subject to
paragraph (c) below,  payment of the Aggregate  Exercise  Price shall be made by
wire transfer of  immediately  available  funds to an account  designated by the
Company.  If the amount of the payment  received by the Company is less than the
Aggregate  Exercise Price, the Warrant Holder will be notified of the deficiency
and shall make  payment in that amount  within  three (3) Trading  Days.  In the
event the payment exceeds the Aggregate  Exercise Price, the Company will refund
the excess to the Warrant Holder within five (5) Trading Days of receipt.

                           (c) Cashless Exercise.  In the event that the Warrant
Shares to be received by the Warrant Holder upon exercise of the Warrant may not
be resold pursuant to an effective registration statement or an exemption to the
registration  requirements  of the  Securities  Act of  1933,  as  amended,  and
applicable  state laws,  the Warrant Holder may, as an alternative to payment of
the Aggregate  Exercise  Price upon exercise in  accordance  with  paragraph (b)
above,  elect to effect a cashless  exercise by so  indicating  on the  Exercise
Notice and 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").  If a registration statement on Form S-1 under the Securities Act of
1933,  as amended,  or such other form as deemed  appropriate  by counsel to the
Company for the  registration  for the resale by the  Warrant  Holder of (x) the
shares of Common Stock of the Company that may be purchased under the Agreement,
(y) the Warrant Shares, or (z) any securities issued or issuable with respect to
any of the  foregoing  by way of exchange,  stock  dividend or stock split or in
connection with a combination of shares, recapitalization, merger, consolidation
or other reorganization or otherwise, has been declared effective by the SEC and
remains effective, the Company may permit or require the Warrant Holder elect to
effect a Cashless  Exercise.  In the event of a Cashless  Exercise,  the Warrant
Holder shall  receive that number of shares of Common  Stock  determined  by (i)
multiplying  the  number of  Warrant  Shares  for which  this  Warrant  is being
exercised by the Per Share  Warrant  Value and (ii)  dividing the product by the
Closing  Price on the


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Trading Day  immediately  preceding  the Exercise  Date,  rounded to the nearest
whole share.  The Company shall cancel the total number of Warrant  Shares equal
to the excess of the  number of the  Warrant  Shares  for which this  Warrant is
being  exercised over the number of Warrant Shares to be received by the Warrant
Holder pursuant to such Cashless Exercise.

                           (d)  Replacement  Warrant.  In  the  event  that  the
Warrant is not exercised in full,  the number of Warrant Shares shall be reduced
by the number of such Warrant  Shares for which this Warrant is  exercised,  and
the Company,  at its expense,  shall  forthwith issue and deliver to or upon the
order of the  Warrant  Holder  a new  Warrant  of like  tenor in the name of the
Warrant Holder, reflecting such adjusted number of Warrant Shares.

                  Section 3. Ten Percent Limitation.  The Warrant Holder may not
exercise  this  Warrant  such that the number of Warrant  Shares to be  received
pursuant to such exercise  aggregated with all other shares of Common Stock then
owned by the Warrant Holder  beneficially  or deemed  beneficially  owned by the
Warrant  Holder would result in the Warrant  Holder owning more than 9.9% of all
of such  Common  Stock  as  would  be  outstanding  on such  Exercise  Date,  as
determined in accordance  with Section 13(d) of the Exchange Act of 1934 and the
rules and regulations promulgated thereunder.

                  Section 4. Delivery of Stock Certificates.

                  (a) Subject to the terms and  conditions of this  Warrant,  as
soon as  practicable  after the exercise of this Warrant in full or in part, and
in any event within ten (10) Trading Days thereafter, the Company at its expense
(including, without limitation, the payment by it of any applicable issue taxes)
will cause to be issued in the name of and delivered to the Warrant  Holder,  or
as the Warrant Holder may lawfully direct, a certificate or certificates for the
number of validly issued, fully paid and non-assessable  Warrant Shares to which
the Warrant Holder shall be entitled on such  exercise,  together with any other
stock or other  securities or property  (including  cash,  where  applicable) to
which the Warrant  Holder is entitled upon such exercise in accordance  with the
provisions hereof.

                  (b) This Warrant may not be exercised as to fractional  shares
of Common Stock.  In the event that the exercise of this Warrant,  in full or in
part, would result in the issuance of any fractional share of Common Stock, then
in such event the Warrant  Holder shall receive the number of shares  rounded to
the nearest whole share.

                  Section 5.  Representations,  Warranties  and Covenants of the
Company.

                  (a) The Warrant  Shares,  when issued in  accordance  with the
terms hereof, will be duly authorized and, when paid for or issued in accordance
with the terms hereof, shall be validly issued, fully paid and non-assessable.

                  (b) The Company shall take all commercially  reasonable action
and  proceedings  as may be required and permitted by  applicable  law, rule and
regulation  for the legal and valid  issuance  of this  Warrant  and the Warrant
Shares to the Warrant Holder.

                  (c) The Company has  authorized  and  reserved for issuance to
the Warrant  Holder the requisite  number of shares of Common Stock to be issued
pursuant  to this  Warrant.  The  Company  shall at all times  reserve  and keep
available,  solely for issuance and delivery as Warrant Shares  hereunder,  such
shares of Common Stock as shall from time to time be issuable as Warrant Shares.

                  (d) From the date  hereof  through the last date on which this
Warrant is exercisable, the Company shall take all steps commercially reasonable
to ensure  that the  Common  Stock  remains  listed  or quoted on the  Principal
Market.


<PAGE>

                  Section 6.1.  Adjustment of the Exercise  Price.  The Exercise
Price and,  accordingly,  the number of Warrant Shares issuable upon exercise of
the Warrant, shall be subject to adjustment from time to time upon the happening
of certain events as follows:

                  (a) Reclassification,  Consolidation,  Merger, Mandatory Share
Exchange, Sale or Transfer.

                  (i)  Upon  occurrence  of  any  of  the  events  specified  in
subsection  (a)(ii)  below  (the  "Adjustment  Events")  while  this  Warrant is
unexpired  and not  exercised  in  full,  the  Warrant  Holder  may in its  sole
discretion require the Company, or any successor or purchasing  corporation,  as
the case may be, without payment of any additional  consideration  therefor,  to
execute  and  deliver to the Warrant  Holder a new  Warrant  providing  that the
Warrant Holder shall have the right to exercise such new Warrant (upon terms not
less favorable to the Warrant Holder than those then applicable to this Warrant)
and to  receive  upon  such  exercise,  in lieu of each  share of  Common  Stock
theretofore  issuable  upon  exercise  of this  Warrant,  the kind and amount of
shares  of stock,  other  securities,  money or  property  receivable  upon such
Adjustment  Event by the  holder  of one  share of Common  Stock  issuable  upon
exercise of this Warrant had this Warrant been  exercised  immediately  prior to
such Adjustment Event. Such new Warrant shall provide for adjustments that shall
be as nearly equivalent as may be practicable to the adjustments provided for in
this Section 6.1.

                  (ii) The Adjustment  Events shall be (1) any  reclassification
or change of Common  Stock  (other than a change in par value,  as a result of a
subdivision  or  combination  of Common Stock or in connection  with an Excluded
Merger or Sale),  (2) any  consolidation,  merger or mandatory share exchange of
the Company with or into another  corporation  (other than a merger or mandatory
share  exchange  with another  corporation  in which the Company is a continuing
corporation  and which does not result in any  reclassification  or change other
than a change in par value or as a result of a  subdivision  or  combination  of
Common  Stock),  other than (each of the  following  referred to as an "Excluded
Merger or Sale") a transaction involving (A) sale of all or substantially all of
the assets of the Company, (B) any merger,  consolidation or similar transaction
where  the  considerable  payable  to the  shareholders  of the  Company  by the
acquiring Person consists substantially entirely of cash, or where the acquiring
Person do not agree to assume the  obligations of the Company under  outstanding
warrants  (including  this Warrant).  In the event of an Excluded Merger or Sale
Transaction, if the surviving,  successor or purchasing Person does not agree to
assume the  obligations  under this  Warrant,  then the Company  shall deliver a
notice to the Warrant  Holder at least 10 days before the  consummation  of such
Excluded  Merger or Sale,  the Warrant  Holder may exercise  this Warrant at any
time before the  consummation of such Excluded Merger or Sale (and such exercise
may be made contingent  upon the  consummation of such Excluded Merger or Sale),
and any portion of this Warrant that has not been exercised before  consummation
of such Excluded Merger or Sale shall terminate and expire,  and shall no longer
be outstanding.

                  (b) Subdivision or Combination of Shares.  If the Company,  at
any time while this  Warrant  is  unexpired  and not  exercised  in full,  shall
subdivide its Common Stock, the Exercise Price shall be proportionately  reduced
as of the effective  date of such  subdivision,  or, if the Company shall take a
record of holders of its Common Stock for the purpose of so  subdividing,  as of
such record date,  whichever is earlier.  If the Company, at any time while this
Warrant is unexpired and not exercised in full,  shall combine its Common Stock,
the Exercise Price shall be  proportionately  increased as of the effective date
of such  combination,  or, if the Company  shall take a record of holders of its
Common Stock for the purpose of so combining,  as of such record date, whichever
is earlier.

                  (c) Stock  Dividends.  If the Company,  at any time while this
Warrant is unexpired  and not  exercised in full,  shall pay a dividend or other
distribution in shares of Common Stock to all holders of Common Stock,  then the
Exercise Price shall be adjusted, as of the date the Company shall take a record
of the holders of its Common Stock for the purpose of receiving such dividend or
other  distribution  (or if no such  record  is  taken,  as at the  date of such
payment or other  distribution),  to that


<PAGE>

price determined by multiplying the Exercise Price in effect  immediately  prior
to such payment or other distribution by a fraction:

                  1. the  numerator of which shall be the total number of shares
of Common Stock outstanding  immediately prior to such dividend or distribution,
and

                  2. the  denominator  of which  shall be the  total  number  of
shares  of  Common  Stock   outstanding   immediately  after  such  dividend  or
distribution.

                  The  provisions of this  subsection  (c) shall not apply under
any of the  circumstances for which an adjustment is provided in subsections (a)
or (b).

                  (d) Liquidating  Dividends,  Etc. If the Company,  at any time
while this Warrant is unexpired and not exercised in full,  makes a distribution
of its assets or evidences of indebtedness to the holders of its Common Stock as
a  dividend  in  liquidation  or by way of return of  capital or other than as a
dividend  payable out of earnings or surplus  legally  available  for  dividends
under  applicable law or any distribution to such holders made in respect of the
sale of all or  substantially  all of the Company's assets (other than under the
circumstances  provided for in the foregoing  subsections (a) through (c)), then
the Warrant Holder shall be entitled to receive upon exercise of this Warrant in
addition to the Warrant Shares receivable in connection  therewith,  and without
payment of any consideration  other than the Exercise Price, the kind and amount
of such  distribution  per share of Common  Stock  multiplied  by the  number of
Warrant Shares that, on the record date for such distribution, are issuable upon
such exercise of the Warrant (with no further  adjustment  being made  following
any event which causes a subsequent  adjustment in the number of Warrant  Shares
issuable),  and an  appropriate  provision  therefor shall be made a part of any
such  distribution.  The value of a distribution that is paid in other than cash
shall be  determined  in good faith by the Board of  Directors  of the  Company.
Notwithstanding  the  foregoing,   in  the  event  of  a  proposed  dividend  in
liquidation or distribution to the  shareholders  made in respect of the sale of
all or substantially  all of the Company's  assets,  the Company shall deliver a
notice to the Warrant  Holder at least 10 days before the  consummation  of such
event,  the  Warrant  Holder may  exercise  this  Warrant at any time before the
consummation  of such event (and such exercise may be made  contingent  upon the
consummation  of such event),  and any portion of this Warrant that has not been
exercised  before  consummation  of such event shall  terminate and expire,  and
shall no longer be outstanding.

                  Section 6.2 Notice of Adjustments. Whenever the Exercise Price
or number of Warrant  Shares  shall be adjusted  pursuant to Section 6.1 hereof,
the Company  shall  promptly  prepare a  certificate  signed by its President or
Chief Financial  Officer setting forth in reasonable  detail the event requiring
the  adjustment,  the  amount  of the  adjustment,  the  method  by  which  such
adjustment  was  calculated  (including a description  of the basis on which the
Company's Board of Directors made any determination hereunder), and the Exercise
Price and number of Warrant  Shares  purchasable  at that  Exercise  Price after
giving  effect to such  adjustment,  and  shall  promptly  cause  copies of such
certificate to be sent by overnight  courier to the Warrant Holder. In the event
the Company shall, at a time while the Warrant is unexpired and not exercised in
full,  take any action that pursuant to  subsections  (a) through (c) of Section
6.1 may result in an adjustment of the Exercise Price, the Company shall give to
the Warrant  Holder at its last address known to the Company  written  notice of
such action ten (10) days in advance of its effective date in order to afford to
the Warrant  Holder an  opportunity to exercise the Warrant prior to such action
becoming effective.

                  Section 7. No  Impairment.  The Company will not, by amendment
of its Amended and Restated  Articles of Incorporation or By-Laws or through any
reorganization,  transfer of assets, consolidation, merger, dissolution or issue
or sale of  securities,  avoid or seek to avoid the observance or performance of
any of the terms of this Warrant,  but will at all times in good faith assist in
the  carrying  out of all such terms and in the taking of all such action as may
be necessary or appropriate in order to protect the rights of the Warrant Holder
against  impairment.  Without  limiting the  generality  of the


<PAGE>

foregoing, the Company (a) will not increase the par value of any Warrant Shares
above the amount payable  therefor on such exercise,  and (b) will take all such
action as may be reasonably  necessary or  appropriate in order that the Company
may validly and legally issue fully paid and nonassessable Warrant Shares on the
exercise of this Warrant.

                  Section  8.  Rights  As  Stockholder.  Except  as set forth in
Section 6 above, prior to exercise of this Warrant, the Warrant Holder shall not
be entitled to any rights as a  stockholder  of the Company  with respect to the
Warrant Shares,  including  (without  limitation) the right to vote such shares,
receive dividends or other  distributions  thereon or be notified of stockholder
meetings.  However, in the event of any taking by the Company of a record of the
holders of any class of securities  for the purpose of  determining  the holders
thereof who are entitled to receive any dividend (other than a cash dividend) or
other  distribution,  any right to subscribe for,  purchase or otherwise acquire
any  shares of stock of any class or any other  securities  or  property,  or to
receive any other right, the Company shall mail to each Warrant Holder, at least
ten (10) days prior to the date specified  therein, a notice specifying the date
on which  any such  record  is to be taken  for the  purpose  of such  dividend,
distribution  or  right,   and  the  amount  and  character  of  such  dividend,
distribution or right.

                  Section 9.  Replacement  of Warrant.  Upon receipt of evidence
reasonably  satisfactory  to the  Company  of the loss,  theft,  destruction  or
mutilation  of the  Warrant  and,  in  the  case  of any  such  loss,  theft  or
destruction of the Warrant,  upon delivery of an indemnity agreement or security
reasonably satisfactory in form and amount to the Company or, in the case of any
such mutilation,  on surrender and cancellation of such Warrant,  the Company at
its expense  will execute and deliver,  in lieu  thereof,  a new Warrant of like
tenor.

                  Section 10.  Choice of Law.  This  Warrant  shall be construed
under the laws of the State of New York.

                  Section  11.  Entire  Agreement;  Amendments.  Except  for any
written  instrument  concurrent or subsequent to the date hereof executed by the
Company and the  Investor,  this  Warrant and the  Agreement  contain the entire
understanding  of the parties  with  respect to the matters  covered  hereby and
thereby.  No provision of this Warrant may be waived or amended  other than by a
written  instrument  signed by the party  against whom  enforcement  of any such
amendment or waiver is sought.

                  Section 12. Restricted Securities.

                  (a) Registration or Exemption Required.  This Warrant has been
issued  in a  transaction  exempt  from  the  registration  requirements  of the
Securities  Act of 1933, as amended,  in reliance upon the provisions of Section
4(2) thereof. This Warrant and the Warrant Shares issuable upon exercise of this
Warrant may not be resold except pursuant to an effective registration statement
or an exemption to the  registration  requirements of the Securities Act of 1933
and applicable state laws.

                  (b)  Legend.  Any  replacement  Warrants  issued  pursuant  to
Section 2 and Section 9 hereof and,  unless a  registration  statement  has been
declared  effective by the SEC in accordance with the Securities Act of 1933, as
amended,  with respect thereto,  any Warrant Shares issued upon exercise hereof,
shall bear the following legend:

                  "THE SECURITIES  EVIDENCED BY THIS  CERTIFICATE HAVE
                  NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF
                  1933,  AS AMENDED  (THE  "SECURITIES  ACT"),  OR ANY
                  OTHER  APPLICABLE  SECURITIES  LAWS  AND  HAVE  BEEN
                  ISSUED  IN  RELIANCE  UPON  AN  EXEMPTION  FROM  THE
                  REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT AND
                  SUCH OTHER  SECURITIES  LAWS.  NEITHER THIS SECURITY
                  NOR ANY  INTEREST  OR  PARTICIPATION  HEREIN  MAY BE
                  REOFFERED,  SOLD,  ASSIGNED,  TRANSFERRED,  PLEDGED,


<PAGE>

                  ENCUMBERED,  HYPOTHECATED OR OTHERWISE  DISPOSED OF,
                  EXCEPT   PURSUANT  TO  AN   EFFECTIVE   REGISTRATION
                  STATEMENT  UNDER THE SECURITIES ACT OR PURSUANT TO A
                  TRANSACTION WHICH IS EXEMPT FROM, OR NOT SUBJECT TO,
                  SUCH REGISTRATION."

                  (c) No Other Legend or Stock Transfer Restrictions.  No legend
other than the one specified in Section 12(b) has been or shall be placed on the
share certificates  representing the Warrant Shares and no instructions or "stop
transfer orders" (so called "stock transfer restrictions") or other restrictions
have been or shall be given to the Company's transfer agent with respect thereto
other than as expressly set forth in this Section 12.

                  (d) Assignment. Assuming the conditions of Section 12(a) above
regarding registration or exemption have been satisfied,  the Warrant Holder may
sell, transfer, assign, pledge or otherwise dispose of this Warrant (each of the
foregoing,  a "Transfer"),  in whole or in part, but only to an Affiliate of the
Warrant  Holder.  The Warrant  Holder shall deliver a written notice to Company,
substantially  in the form of the  Assignment  attached  hereto  as  Exhibit  B,
indicating  the person or persons to whom the Warrant shall be  Transferred  and
the  respective  number of  warrants to be  Transferred  to each  assignee.  The
Company shall effect the Transfer within ten (10) days, and shall deliver to the
Transferee(s)  designated  by the  Warrant  Holder a Warrant or Warrants of like
tenor and terms for the appropriate  number of shares. In connection with and as
a condition of any such proposed  Transfer,  the Company may request the Warrant
Holder to  provide an  opinion  of  counsel  to the  Warrant  Holder in form and
substance reasonably satisfactory to the Company to the effect that the proposed
Transfer complies with all applicable federal and state securities laws.

                  (e)  Investor's  Compliance.  Nothing in this Section 12 shall
affect in any way the Investor's  obligations under any agreement to comply with
all applicable securities laws upon resale of the Common Stock.

                  Section 13. Notices. All notices, demands, requests, consents,
approvals,  and other communications required or permitted hereunder shall be in
writing  and  shall  be (i)  personally  served,  (ii)  deposited  in the  mail,
registered  or certified,  return  receipt  requested,  postage  prepaid,  (iii)
delivered  by  reputable  air courier  service  with  charges  prepaid,  or (iv)
transmitted  by hand  delivery,  telegram or  facsimile,  addressed as set forth
below or to such other address as such party shall have  specified most recently
by written notice. Any notice or other communication required or permitted to be
given hereunder shall be deemed  effective (a) upon hand delivery or delivery by
facsimile (with accurate  confirmation  generated by the transmitting  facsimile
machine) at the address or number  designated  below (if delivered on a business
day during normal  business  hours where such notice is to be received),  or the
first  business  day  following  such  delivery  (if  delivered  other than on a
business day during normal  business  hours where such notice is to be received)
or (b) on the  second  business  day  following  the date of  mailing by express
courier  service,  fully  prepaid,  addressed  to such  address,  or upon actual
receipt of such  mailing,  whichever  shall first occur.  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
                  Telephone:  (650) 616-2200
                  Facsimile:  (650) 616-2222
                  Attention:  Chief Financial Officer

<PAGE>

with a copy (which shall not constitute notice) to:

                  Weintraub Genshlea Chediak & Sproul
                  400 Capitol Mall, Eleventh Floor
                  Sacramento, CA  95814
                  Telephone:  (916)  558-6000
                  Facsimile:  (916)  446-1611
                  Attention:  C. Kevin Kelso, Esq.
if to the Investor:

                  Kingsbridge Capital Limited c/o
                    Kingsbridge Corporate Services Limited
                  Main Street
                  Kilcullen, County Kildare
                  Republic of Ireland
                  Telephone:        011-353-45-481-811
                  Facsimile:        011-353-45-482-003
                  Attention:        Adam Gurney, Director

with a copy (which shall not constitute notice) to:

                  Clifford Chance US LLP
                  200 Park Avenue
                  New York, NY  10166
                  Telephone:  (212) 878-8000
                  Facsimile:  (212) 878-8375
                  Attention:  Keith M. Andruschak, Esq.

                  Either  party  hereto may from time to time change its address
or  facsimile  number for notices  under this  Section 13 by giving at least ten
(10) days prior written  notice of such changed  address or facsimile  number to
the other party hereto.

                  Section 14.  Miscellaneous.  This  Warrant and any term hereof
may be changed,  waived,  discharged  or  terminated  only by an  instrument  in
writing signed by the party against which  enforcement  of such change,  waiver,
discharge  or  termination  is sought.  The  headings  in this  Warrant  are for
purposes of reference  only, and shall not limit or otherwise  affect any of the
terms hereof. The invalidity or  unenforceability  of any provision hereof shall
in no way affect the validity or enforceability of any other provision.

                  IN WITNESS  WHEREOF,  this  Warrant  was duly  executed by the
undersigned, thereunto duly authorized, as of the date first set forth above.


CELLEGY PHARMACEUTICALS, INC.



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


<PAGE>

                            EXHIBIT A TO THE WARRANT

                                  EXERCISE FORM

                          CELLEGY PHARMACEUTICALS, INC.

         The  undersigned  hereby  irrevocably  exercises  the right to purchase
__________________  shares of Common Stock of Cellegy  Pharmaceuticals,  Inc., a
California  corporation,  evidenced by the attached Warrant,  and (CIRCLE EITHER
(i) or (ii)) (i) tenders herewith  payment of the Aggregate  Exercise Price with
respect  to such  shares  in full,  in the  amount  of  $________,  in cash,  by
certified  or  official  bank check or by wire  transfer  for the account of the
Company or (ii) elects, pursuant to Section 2(c) of the Warrant, to convert such
Warrant  into  shares of Common  Stock of  Cellegy  Pharmaceuticals,  Inc.  on a
cashless exercise basis, all in accordance with the conditions and provisions of
said Warrant.

         The  undersigned  requests  that stock  certificates  for such  Warrant
Shares be issued, and a Warrant  representing any unexercised  portion hereof be
issued,  pursuant to this Warrant,  in the name of the registered Warrant Holder
and delivered to the undersigned at the address set forth below.

Dated:
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Signature of Registered Holder
Name of Registered Holder (Print)


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Address


<PAGE>

                            EXHIBIT B TO THE WARRANT
                                   ASSIGNMENT


         (To be executed by the registered  Warrant Holder  desiring to transfer
the Warrant)

         FOR VALUED  RECEIVED,  the  undersigned  Warrant Holder of the attached
Warrant  hereby sells,  assigns and  transfers  unto the persons below named the
right  to   purchase   ______________   shares  of  Common   Stock  of   Cellegy
Pharmaceuticals,  Inc.  evidenced  by  the  attached  Warrant  and  does  hereby
irrevocably constitute and appoint  ______________________  attorney to transfer
the said Warrant on the books of the Company, with full power of substitution in
the premises.

Dated:

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Signature


Fill in for new Registration of Warrant:



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Name

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Address

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Please print name and address of assignee
(including zip code number)