Exhibit 4.1



                          CELLEGY PHARMACEUTICALS, INC.
                         COMMON STOCK PURCHASE AGREEMENT



         THIS COMMON STOCK PURCHASE  AGREEMENT  (this  "Agreement")  is made and
entered into as of June 6, 2001, by and among Cellegy  Pharmaceuticals,  Inc., a
California  corporation (the "Company"),  and the parties listed on the Schedule
of Investors separately delivered to the Investors (the "Schedule of Investors")
(each  hereinafter  individually  referred to as an "Investor" and  collectively
referred to as the "Investors").

         1.     AGREEMENT TO PURCHASE AND SELL STOCK.

                1.1  Authorization.  As of the Closing  (as  defined  below) the
Company will have authorized the issuance,  pursuant to the terms and conditions
of this Agreement,  of up to 2,747,143  shares of the Company's Common Stock, no
par value (the "Common Stock").

                1.2 Agreement to Purchase and Sell.  The Company  agrees to sell
to each  Investor at the Closing,  and each Investor  agrees,  severally and not
jointly,  to purchase  from the Company at the Closing,  the number of shares of
Common Stock for the aggregate  price set forth beside such  Investor's  name on
the Schedule of Investors, at the price per share for such Investor set forth on
the  Schedule  of  Investors.  The  shares of Common  Stock  purchased  and sold
pursuant to this Agreement will be collectively  hereinafter  referred to as the
"Purchased Shares."

         2.  CLOSING.

                2.1 The Closing.  The purchase and sale of the Purchased  Shares
will take  place at the  offices of  Fenwick & West LLP,  Two Palo Alto  Square,
Suite 800, Palo Alto, California,  at 2:00 p.m. Pacific Time, on June 7, 2001 or
at such other time and place as the  Company  and  Investors  who have agreed to
purchase a majority of the Purchased  Shares listed on the Schedule of Investors
mutually  agree upon (which time and place are referred to in this  Agreement as
the "Closing"),  provided that the closing may not be delayed for more than five
business days without the consent of all Investors. At the Closing, the Investor
will purchase the number of Purchased  Shares hereunder shown on the Schedule of
Investors against delivery to the Investor (or its designated  custodian) by the
Company of a certificate  representing such Purchased Shares.  The full purchase
price for such Purchased  Shares shall be paid at Closing by (i) a check payable
to the Company's order,  (ii) wire transfer of funds to the Company or (iii) any
combination of the foregoing.

         3.  REPRESENTATIONS  AND WARRANTIES OF THE COMPANY.  The Company hereby
represents and warrants to Investor that,  except as set forth in the Disclosure
Schedule and  Schedule of  Exceptions  (the  "Disclosure  Schedule")  separately
delivered by the


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Company  to the  Investors  (which  Disclosure  Schedule  shall be  deemed to be
representations  and  warranties  to the  Investors  by the  Company  under this
Section and to qualify  each of the  representations  and  warranties  set forth
herein),  the  statements in the following  paragraphs of this Section 3 are all
true and correct:

                  3.1 Organization, Good Standing and Qualification. The Company
is a corporation duly organized, validly existing and in good standing under the
laws of the  State of  California,  and has all  requisite  corporate  power and
authority  to conduct  its  business  as  currently  conducted.  The  Company is
qualified to do business as a foreign  corporation  in each  jurisdiction  where
failure to be so qualified would have a material adverse effect on the business,
assets,  financial  condition or results of  operations or assets of the Company
(the "Business") (such effect referred to as a "Material Adverse Effect").

                  3.2   Capitalization.   Immediately  before  the  Closing  the
capitalization of the Company will consist of the following:

                           (a) Preferred Stock. A total of 5,000,000  authorized
shares of Preferred Stock, no par value per share (the "Preferred Stock"),  none
of which are issued and outstanding.

                           (b) Common Stock.  A total of  25,000,000  authorized
shares of Common Stock, of which approximately 13,888,302 shares were issued and
outstanding as of May 31, 2001.

                           (c) Options,  Warrants,  Reserved Shares. Except for:
(i) the approximately 2,482,908 shares of Common Stock issuable upon exercise of
options  outstanding as of May 31, 2001, (ii)  approximately  16,083  additional
shares of Common Stock  reserved for issuance under the Company's 1995 Directors
Stock Option Plan, (iii) approximately 706,588 additional shares of Common Stock
reserved for issuance  under the Company's  1995 Equity  Incentive Plan and (iv)
warrants to purchase an  aggregate  of  approximately  617,700  shares of Common
Stock, there are not outstanding any options, warrants, rights or agreements for
the purchase or acquisition  from the Company of any shares of its capital stock
or any securities convertible into or ultimately exchangeable or exercisable for
any shares of the Company's capital stock.

                  3.3 Subsidiaries.  Except for Cellisis Pharmaceuticals,  Inc.,
Cellegy Australia Pty Ltd, Cellegy  International  Holdings Ltd., and Cellegy UK
Limited, each of which is not a "significant subsidiary" as defined in Rule 1-02
of Regulation  S-X, the Company does not  presently own or control,  directly or
indirectly,  any interest in any other  corporation,  partnership,  trust, joint
venture, association, or other entity.

                  3.4 Due Authorization;  No Violation.  All corporate action on
the part of the Company and its officers,  directors and shareholders  necessary
for the  authorization,  execution and delivery of, and the  performance  of all
obligations  of the  Company  under,  this  Agreement,  and  the  authorization,
issuance,  reservation for issuance and delivery of all of the Purchased  Shares
being sold under this  Agreement,  has been taken or will be taken  prior to the
Closing,  and


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this  Agreement  constitutes  a valid  and  legally  binding  obligation  of the
Company, enforceable against the Company in accordance with its terms, except as
enforceability  may  be  limited  by  (i)  applicable  bankruptcy,   insolvency,
reorganization or other laws of general application relating to or affecting the
enforcement of creditors'  rights  generally and (ii) the effect of rules of law
governing  the  availability  of  equitable  remedies.  Neither  the  execution,
delivery or performance by the Company of this Agreement nor the consummation by
the Company of the  transactions  contemplated  hereby will (i) conflict with or
result in a breach of any provision of the Restated Articles of Incorporation of
the Company (the  "Restated  Articles") or the Company's  Bylaws,  (ii) conflict
with,  result in a  violation  or breach of, or cause a default (or give rise to
any right of termination,  cancellation or acceleration) under any of the terms,
conditions or provisions of any agreement, instrument or obligation to which the
Company is a party,  which default would have a Material Adverse Effect or (iii)
violate  any  law,  statute,  rule  or  regulation  or  judgment,  order,  writ,
injunction or decree of any governmental  authority,  in each case applicable to
the  Company  or its  properties  or assets and  which,  individually  or in the
aggregate,  would have a Material Adverse Effect. The business and operations of
the Company have been conducted in accordance  with all applicable  laws,  rules
and  regulations of all  governmental  authorities,  except for such  violations
which  would not,  individually  or in the  aggregate,  have a Material  Adverse
Effect.

                  3.5  Valid  Issuance  of Stock.  The  Purchased  Shares,  when
issued,  sold and delivered in accordance  with the terms of this  Agreement for
the consideration  provided for herein,  will be duly and validly issued,  fully
paid and  nonassessable and free and clear of all pledges,  liens,  encumbrances
and  restrictions  (other than those arising  under federal or state  securities
laws as a  result  of the  private  placement  of the  Purchased  Shares  to the
Investors)  and are not subject to  preemptive  or other  similar  rights of any
shareholder of the Company.

                  3.6  Governmental  Consents.  No consent,  approval,  order or
authorization of, or registration,  qualification,  designation,  declaration or
filing with, any federal,  state or local governmental  authority on the part of
the Company is required in connection  with the valid  execution and delivery of
this Agreement,  the offer,  sale and issuance of the Purchased  Shares,  or the
consummation of the  transactions  contemplated  by this  Agreement,  except for
qualifications  or filings  under the  Securities  Act of 1933,  as amended (the
"Act") and the applicable rules and regulations (the "Rules and Regulations") of
the Securities and Exchange Commission (the "Commission") under the Act, and all
other  applicable  securities  laws as may be  required in  connection  with the
transactions  contemplated by this Agreement.  All such  qualifications  will be
effective  on the  Closing,  and all  such  filings  be  made  within  the  time
prescribed by law.

                  3.7 Absence of Changes. After the respective dates as of which
information is given in the Company's  Proxy Statement for the annual meeting of
shareholders  held on May 31, 2001, the Company's Annual Report on Form 10-K for
the year ended  December 31, 2000,  and the Company's  Quarterly  Report on Form
10-Q for the  quarter  ended  March  31,  2001,  respectively  (such  documents,
together  with  the  Disclosure  Schedule,   referred  to  collectively  as  the
"Disclosure  Documents"),  there has not been (i) any material adverse change in
the Business,  (ii) any transaction  that is material to the Company,  (iii) any
obligation,  direct or contingent,  that is material to the Company, incurred by
the Company, (iv) any change in the outstanding indebtedness of the Company that
is material  to the  Company,  (v) any  dividend  declared,  paid or


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made on the capital stock of the Company or (vi) any loss or damage  (whether or
not insured) to the property of the Company which has been sustained which could
reasonably be expected to have a Material Adverse Effect.

                  3.8 Litigation.  There is no action, suit, proceeding,  claim,
arbitration or investigation ("Action") pending (or, to the Company's knowledge,
currently threatened) against the Company, its activities, properties or assets,
which (i) might prevent the consummation of the transactions contemplated hereby
or (ii) if adversely  resolved  against the Company could  adversely  affect the
validity or  enforceability  of, or the  authority  or ability of the Company to
perform its obligations under, this Agreement,  or would have a Material Adverse
Effect.

                  3.9 NASDAQ Listing.  The Company's  Common Stock is registered
pursuant to Section  12(g) of the  Securities  Exchange Act of 1934,  as amended
(the  "Exchange  Act") and is listed on The Nasdaq Stock Market,  Inc.  National
Market  (the  "Nasdaq  National  Market"),  and the  Company has taken no action
designed to, or likely to have the effect of,  terminating  the  registration of
the Common Stock under the Exchange Act or de-listing  the Common Stock from the
Nasdaq  National  Market,  nor  to  the  Company's  knowledge  is  the  National
Association  of  Securities  Dealers,  Inc.  ("NASD")  currently   contemplating
terminating such listing. The Company and the Common Stock meet the criteria for
continued  listing and trading on the Nasdaq National Market.  The Company shall
use its best efforts to comply with all requirements of the National Association
of Securities Dealers, Inc. with respect to the issuance of the Purchased Shares
and the listing thereof on the Nasdaq National Market.  In furtherance  thereof,
the Company shall use its best efforts to take such actions as may be necessary,
and as soon as practicable  and in no event later than 30 days after the Closing
Date, to file with the Nasdaq  National  Market an application or other document
required by the Nasdaq  National  Market and pay within the required time period
all  applicable  fees for the  listing of the  Purchased  Shares with the Nasdaq
National Market and shall provide evidence of such filing to the Investors.  The
Company  knows of no reason why the  Purchased  Shares will not be eligible  for
listing on the Nasdaq National Market.

                  3.10  Exchange Act Filings.  The Company has filed in a timely
manner all reports and other  information  required to be filed ("Filings") with
the Commission pursuant to the Exchange Act during the preceding twelve calendar
months.  On their  respective  dates of  filing,  the  Filings  complied  in all
material  respects with the  requirements of the Exchange Act, and the published
rules  and  regulations  of the  Commission  promulgated  thereunder.  On  their
respective dates of filing,  the Filings did not include any untrue statement of
a  material  fact  required  to be  stated  therein  or  necessary  to make  the
statements  therein,  in light of the circumstances in which they were made, not
misleading, and all financial statements contained in the Filings fairly present
the financial  position of the Company on the dates of such  statements  and the
results  of  operations  for the  periods  covered  thereby in  accordance  with
generally accepted  accounting  principles  consistently  applied throughout the
periods involved and prior periods,  except as otherwise  indicated in the notes
to such financial statements.

                  3.11 Disclosure.  The  representations  and warranties made by
the  Company in this  Agreement  (including  the  Disclosure  Schedule)  and the
Filings  when read  together do not


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contain  any  untrue  statement  of a  material  fact and do not omit to state a
material fact necessary to make the statements herein as a whole not misleading.

                  3.12  Governmental  Permits,  Etc. The Company  possesses  all
licenses,  franchises,  governmental  approvals,  permits or other  governmental
authorizations (collectively, "Authorizations") relating to the operation of the
Business,  except for those Authorizations the failure of which to possess would
not,  separately or in the aggregate,  have a Material  Adverse  Effect.  To the
Company's knowledge after reasonable investigation, the Company is in compliance
with the terms of all Authorizations and all laws,  ordinances,  regulations and
decrees which to the Company's knowledge are applicable to the Business,  except
for such non-compliance  which does not, separately or in the aggregate,  have a
Material Adverse Effect.

                  3.13  Insurance.  The  Company is covered  by  insurance  with
companies  the  Company  believes  to be  responsible  and in such  amounts  and
covering  such  risks as it  believes  to be  adequate  for the  conduct  of its
Business  and the value of its  properties  and as is  customary  for  companies
engaged  in  similar  businesses  in  similar  industries.  The  Company  has no
knowledge  that any such  carrier  has  grounds  or intends to cancel or fail to
renew such policies.

                  3.14 Intellectual  Property. The Company owns or possesses the
patents, patent rights, licenses,  inventions,  copyrights,  know-how (including
trade  secrets  and  other  unpatented   and/or   unpatentable   proprietary  or
confidential  information,  systems or procedures) and other rights or interests
in items of intellectual  property that are material to the Business as operated
by it (the "Patent and Proprietary Rights"),  except where the failure to own or
possess such rights would not have a Material  Adverse  Effect;  the Company has
not received notice of any asserted rights with respect to any of the Patent and
Proprietary  Rights  which,  if  determined  unfavorably  with  respect  to  the
interests of the Company would have a Material  Adverse Effect;  and the Company
has not received notice or is otherwise aware of any infringement of or conflict
with asserted  rights of others with respect to any of the Patent or Proprietary
Rights,  which  infringement  or  conflict  (if the  subject of any  unfavorable
decision, ruling or finding),  individually or in the aggregate, would result in
a Material Adverse Effect.

                  3.15  Financial  Statements.  The financial  statements of the
Company and the related  notes  thereto  included  in the  Disclosure  Documents
present fairly, in accordance with generally accepted accounting principles, the
financial position of the Company as of the dates indicated,  and the results of
its operations and cash flows for the periods therein specified.  Such financial
statements  (including the related notes) have been prepared in accordance  with
generally  accepted   accounting   principles  applied  on  a  consistent  basis
throughout  the  periods  therein  specified,  subject in the case of  unaudited
financial statements, to normal year-end audit adjustments.

                  3.16 Internal  Accounting  Controls.  The Company  maintains a
system of  internal  accounting  controls  sufficient,  in the  judgment  of the
Company's  board  of  directors,   to  provide  reasonable  assurance  that  (i)
transactions  are executed in accordance with  management's  general or specific
authorizations,   (ii)   transactions   are  recorded  as  necessary  to  permit
preparation  of financial  statements  in  conformity  with  generally  accepted
accounting  principles  and to maintain  asset  accountability,  (iii) access to
assets is permitted  only in accordance  with


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management's   general  or  specific   authorization,   and  (iv)  the  recorded
accountability  for assets is compared  with the existing  assets at  reasonable
intervals and appropriate action is taken with respect to any differences.

                  3.17 Title.  The Company has good and marketable  title in fee
simple to all real property and personal  property owned by it which is material
to the  business  of the  Company,  in each case free and clear of all liens and
encumbrances,  except for liens that do not materially  affect the value of such
property and do not interfere  with the use made and proposed to be made of such
property by the Company or for equipment leases or operating leases entered into
in the  ordinary  course  of the  Company's  business.  Any  real  property  and
facilities  held  under  lease  by the  Company  are  held  by it  under  valid,
subsisting and enforceable  leases, with such exceptions as are not material and
do not interfere  with the use made and proposed to be made of such property and
facilities by the Company

         4.  REPRESENTATIONS,  WARRANTIES  AND CERTAIN  AGREEMENTS OF INVESTORS.
Each Investor  hereby  represents and warrants to, and agrees with, the Company,
that:

                  4.1  Authorization.  All  corporate  action on the part of the
Investor  and  its  officers,  directors  and  stockholders  necessary  for  the
authorization, execution and delivery of, and the performance of all obligations
of the Investor  under,  this Agreement has been taken or will be taken prior to
the  Closing,  and  this  Agreement  constitutes  a valid  and  legally  binding
obligation of the Investor,  enforceable against the Investor in accordance with
its terms, except as enforceability may be limited by (i) applicable bankruptcy,
insolvency,  reorganization or other laws of general application  relating to or
affecting the enforcement of creditors'  rights generally and (ii) the effect of
rules of law governing the availability of equitable remedies.

                  4.2  Purchase  for Own  Account.  The  Purchased  Shares to be
purchased by such Investor  hereunder  will be acquired for  investment for such
Investor's  own account,  not as a nominee or agent,  and not with a view to the
public resale or  distribution  thereof  within the meaning of the Act, and such
Investor has no present intention of selling,  granting any participation in, or
otherwise  distributing  the same.  If not an  individual,  such  Investor  also
represents  that such  Investor has not been formed for the specific  purpose of
acquiring Purchased Shares.

                  4.3  Disclosure  of  Information.  The Investor has received a
copy of the Disclosure  Documents and has received or has had full access to all
the  information  it  considers  necessary  or  appropriate  to make an informed
investment  decision with respect to the Purchased Shares to be purchased by the
Investor under this  Agreement.  Investor  further has had an opportunity to ask
questions  and  receive  answers  from  the  Company  regarding  the  terms  and
conditions  of the  offering of the  Purchased  Shares and to obtain  additional
information  (to the extent the  Company  possessed  such  information  or could
acquire it  without  unreasonable  effort or  expense)  necessary  to verify any
information  furnished to the Investor or to which the Investor had access.  The
foregoing,  however, does not in any way limit or modify the representations and
warranties made by the Company in Section 3.


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                  4.4 Investment Experience.  Such Investor understands that the
purchase of the Purchased Shares involves  substantial risk. Such Investor:  (i)
has  experience  as an investor in  securities  of companies in the  development
stage and acknowledges  that such Investor is able to fend for itself,  can bear
the economic risk of such Investor's  investment in the Purchased Shares and has
such  knowledge  and  experience  in  financial  or business  matters  that such
Investor is capable of evaluating the merits and risks of this investment in the
Purchased  Shares and  protecting  its own  interests  in  connection  with this
investment and/or (ii) has a preexisting personal or business  relationship with
the Company and certain of its officers,  directors or controlling  persons of a
nature and duration  that enables  such  Investor to be aware of the  character,
business acumen and financial circumstances of such persons.

                  4.5 Accredited  Investor Status.  Unless  otherwise  expressly
indicated on the Schedule of Investors to this  Agreement,  such  Investor is an
"accredited  investor" within the meaning of Regulation D promulgated  under the
Act.

                  4.6 Restricted Securities.  Such Investor understands that the
Purchased  Shares are  characterized  as "restricted  securities"  under the Act
inasmuch  as they are being  acquired  from the  Company  in a  transaction  not
involving a public offering and that under the Act and the Rules and Regulations
such securities may be resold without registration under the Act only in certain
limited  circumstances.  In this connection,  such Investor represents that such
Investor is familiar with Rule 144 of the Commission and  understands the resale
limitations imposed thereby and by the Act.

                  4.7 Further  Limitations  on  Disposition.  Without in any way
limiting the  representations  set forth above, such Investor further agrees not
to make any disposition of all or any portion of the Purchased Shares unless and
until:

                           (a) there is then in effect a registration  statement
under the Act covering such proposed disposition and such disposition is made in
accordance with such  registration  statement and the provisions of Section 7 of
this Agreement; or

                           (b) (i) such Investor shall have notified the Company
of the  proposed  disposition  and  shall  have  furnished  the  Company  with a
statement of the circumstances  surrounding the proposed  disposition,  and (ii)
such Investor shall have furnished the Company,  at the expense of such Investor
or its transferee,  with an opinion of counsel,  reasonably  satisfactory to the
Company,  that such disposition will not require registration of such securities
under the Act.

                  Notwithstanding  the  provisions  of  paragraphs  (a)  and (b)
above, no such  registration  statement or opinion of counsel shall be required:
(i) for any routine transfer of any Purchased Shares in compliance with Rule 144
or Rule 144A  (except  that an opinion of counsel may be required for other than
routine Rule 144 transactions),  or (ii) for any transfer of Purchased Shares by
an Investor that is a partnership,  limited liability  corporation  ("LLC") or a
corporation  to (A) a  partner  of  such  partnership,  member  of  such  LLC or
shareholder of such corporation,  or (B) the estate of any such partner,  member
or shareholder,  or (iii) for the transfer by gift, will or intestate succession
by any Investor to his or her spouse or lineal  descendants  or


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ancestors or any trust for any of the foregoing;  provided,  that in each of the
foregoing  cases the transferee  agrees in writing to be subject to the terms of
this Section 4 (other than Section 4.5) to the same extent as if the  transferee
were an original Investor hereunder.

                  4.8 Legends. It is understood that the certificates evidencing
the Purchased Shares will bear the legends set forth below:

                           (a) THE SECURITIES  REPRESENTED  HEREBY HAVE NOT BEEN
REGISTERED  UNDER THE SECURITIES  ACT OF 1933, AS AMENDED (THE "ACT"),  OR UNDER
THE  SECURITIES  LAWS  OF  CERTAIN  STATES.  THESE  SECURITIES  ARE  SUBJECT  TO
RESTRICTIONS ON TRANSFERABILITY  AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD
EXCEPT AS PERMITTED  UNDER THE ACT AND THE  APPLICABLE  STATE  SECURITIES  LAWS,
PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.  INVESTORS SHOULD BE AWARE THAT
THEY MAY BE  REQUIRED  TO BEAR THE  FINANCIAL  RISKS OF THIS  INVESTMENT  FOR AN
INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION
OF COUNSEL IN FORM AND SUBSTANCE  SATISFACTORY  TO THE ISSUER TO THE EFFECT THAT
ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE
STATE SECURITIES LAWS.

                           (b) THE  SHARES  EVIDENCED  BY THIS  CERTIFICATE  ARE
SUBJECT TO THE PROVISIONS OF, AND MAY HAVE CERTAIN  REGISTRATION RIGHTS PURSUANT
TO, THE PROVISIONS OF A PURCHASE  AGREEMENT  BETWEEN THE COMPANY AND THE HOLDER,
WHICH MAY RESTRICT THE TRANSFER OF SUCH SHARES IN CERTAIN CIRCUMSTANCES.  A COPY
OF SUCH AGREEMENT MAY BE OBTAINED,  WITHOUT CHARGE,  AT THE COMPANY'S  PRINCIPAL
OFFICE.

         The legends set forth in (a) and (b) above  shall,  upon the request of
an Investor, be promptly removed by the Company from any certificate  evidencing
Purchased  Shares  upon  delivery to the Company of an opinion of counsel to the
Investor, reasonably satisfactory to the Company, that the legended security can
be freely transferred in a public sale without a registration statement being in
effect  under  the Act  and in  compliance  with  exemption  requirements  under
applicable  state securities laws and that such transfer will not jeopardize the
exemption or exemptions from  registration  pursuant to which the Company issued
the Purchased Shares; provided,  however, that no such opinion shall be required
in  connection  with  routine  sales of Purchased  Shares  pursuant to the Shelf
Registration Statement (as defined below) or routine requests for legend removal
where the Purchased Shares can be sold by an Investor pursuant to the provisions
of Rule 144(k). In connection with any such opinion,  the Investor shall provide
such certifications as may be reasonably be deemed necessary for the delivery of
such opinion.

                  4.9 Resale  Restrictions.  The Investor will not, prior to the
effectiveness of the Shelf Registration Statement (as defined below) directly or
indirectly offer, sell,  contract or grant an option to sell, pledge,  encumber,
or otherwise dispose of or otherwise  transfer,  or enter into any swap or other
arrangement that transfers to another,  in whole or in part, any of the economic


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consequences of ownership of (whether any such transaction described above is to
be settled by  delivery  of Common  Stock or such other  securities,  in cash or
otherwise)  (a  "Disposition"),  any  Purchased  Shares  (other  than to donees,
shareholders or partners of the Investor who agree to be similarly  bound),  and
after the effective date of the Shelf  Registration  Statement the Investor will
not make any Disposition of Purchased Shares in violation of the Securities Act.

         5. CONDITIONS TO INVESTOR'S OBLIGATIONS AT CLOSING.

                  5.1 Closing.  The obligations of each Investor under Section 2
of this Agreement to purchase the Purchased Shares at the Closing are subject to
the  fulfillment or waiver,  on or before the Closing,  of each of the following
conditions,  and the  Company  shall use all  reasonable  efforts  to cause such
conditions to be satisfied on or before the Closing:

                           5.1.1  Representations  and Warranties  True. Each of
the  representations  and warranties of the Company contained in Section 3 shall
be true and correct in all  material  respects on and as of the Closing with the
same effect as though such  representations  and warranties had been made on and
as of the Closing.

                           5.1.2  Performance.  The Company shall have performed
and complied in all  material  respects  with all  agreements,  obligations  and
conditions  contained  in this  Agreement  that are  required to be performed or
complied  with by it on or before  the  Closing  and  shall  have  obtained  all
approvals,  consents and  qualifications  necessary to complete the purchase and
sale described herein.

                           5.1.3 Compliance Certificate.  The Company shall have
delivered to the Investors at the Closing a certificate  signed on its behalf by
its President,  Chief Executive  Officer,  or Chief Financial Officer certifying
that the conditions specified in Sections 5.1.1 and 5.1.2 have been fulfilled.

                           5.1.4 Registration;  Securities Exemptions. The offer
and sale of the  Purchased  Shares to the Investors  pursuant to this  Agreement
shall  be  exempt  from  the  registration  requirements  under  the Act and the
California  Corporate  Securities  Law  of  1968,  as  amended,  and  the  rules
thereunder (the "Law") and the registration and/or qualification requirements of
all other applicable state securities laws.

                           5.1.5 No  Material  Change.  There shall have been no
material adverse change in the Business from the date of this Agreement.

                           5.1.6 Opinion of Counsel.  The  Investors  shall have
received  an  opinion of counsel  to the  Company  substantially  in the form of
Exhibit A attached hereto.


                                      -9-

<PAGE>

         6. CONDITIONS TO THE COMPANY'S OBLIGATIONS AT CLOSING.

                  6.1.  Closing.  The  obligations  of the  Company  under  this
Agreement  to sell the  Purchased  Shares to the  Investors  at the  Closing are
subject to the  fulfillment  or waiver on or before  the  Closing of each of the
following conditions by the Investor, and each Investor shall use all reasonable
efforts to cause such conditions to be satisfied on or before the Closing:

                           6.1.1    Representations    and    Warranties.    The
representations  and warranties of the Investor  contained in Section 4 shall be
true and correct in all material respects on and as of the Closing with the same
effect as though such  representations and warranties had been made on and as of
the Closing.

                           6.1.2 Payment of Purchase  Price.  The Investor shall
have  delivered  to the  Company the  purchase  price for the  Purchased  Shares
specified for such  Investor on the Schedule of Investors  attached  hereto,  in
accordance  with the provisions of Section 2, subject to the Company's  delivery
of certificates for such shares.

                           6.1.3 Registration;  Securities Exemptions. The offer
and sale of the  Purchased  Shares to the  Investor  pursuant to this  Agreement
shall be exempt from the  registration  requirements  under the Act and shall be
exempt  from  the  qualification  requirements  of the Law and the  registration
and/or qualification requirements of all other applicable state securities laws.

         7. REGISTRATION RIGHTS.

                  7.1 Definitions. For purposes of this Agreement:

                           (a) Form S-3.  The term  "Form  S-3"  means such form
under the Act as is in effect on the date hereof or any  successor  registration
form under the Act subsequently adopted by the Commission that permits inclusion
or  incorporation  of substantial  information  by reference to other  documents
filed by the Company with the Commission.

                           (b) Holder.  The term "Holders" shall mean holders of
Registrable Securities that have registration rights pursuant to this Agreement.

                           (c) Registration. The terms "register," "registered,"
and  "registration"  refer to a registration  effected by preparing and filing a
registration  statement  in  compliance  with the Act,  and the  declaration  or
ordering of effectiveness of such registration statement.

                           (d)  Registrable  Securities.  The term  "Registrable
Securities"  means:  (1) all of the Purchased  Shares,  (2) any shares of Common
Stock of the Company issued as a dividend or other distribution with respect to,
or in exchange for or in replacement of, any of the Purchased Shares and (3) any
additional shares issued pursuant to Section 7.2(a); provided, however, that the
term  "Registrable  Securities" shall exclude in all events (and such securities
shall not constitute  "Registrable  Securities") (i) any Registrable  Securities
sold or  transferred  by a person in a  transaction  in which  the  registration
rights  granted under this  Agreement  are not


                                      -10-

<PAGE>

assigned  in  accordance  with  the  provisions  of  this  Agreement,  (ii)  any
Registrable  Securities  sold in a public  offering  pursuant to a  registration
statement  filed with the  Commission or sold  pursuant to Rule 144  promulgated
under the Act ("Rule 144") or (iii) as to any Holder, the Registrable Securities
held by such Holder if all of such  Registrable  Securities can be publicly sold
without volume restriction within a three-month period pursuant to Rule 144.

                           (e) Prospectus:  The term "Prospectus" shall mean the
prospectus  included in any Shelf  Registration  Statement  (including,  without
limitation,  a prospectus that discloses  information  previously omitted from a
prospectus filed as part of an effective registration statement in reliance upon
Rule  430A  promulgated  under the  Act),  as  amended  or  supplemented  by any
prospectus supplement (including,  without limitation, any prospectus supplement
with  respect to the terms of the  offering  of any  portion of the  Registrable
Securities  covered  by  such  Shelf  Registration  Statement),  and  all  other
amendments  and   supplements  to  the  Prospectus,   including   post-effective
amendments,  and  all  material  incorporated  by  reference  or  deemed  to  be
incorporated by reference in such Prospectus.

                           (f) Shelf Registration Statement. See Section 7.2(a).

                  7.2 Form S-3 Shelf Registration.

                                    (a) Registration.  The Company shall prepare
and file with the  Commission  within 45 days  following the Closing and use its
best efforts (i) to have declared  effective as soon as  practicable  thereafter
(but in any event within 120 days after the Closing),  a registration  statement
on Form S-3 (or,  if the  Company  is not then  eligible  to use Form S-3,  then
another  appropriate form) providing for the resale by the Holders of all of the
Registrable  Securities  (the "Shelf  Registration  Statement"),  (ii) cause the
Purchased Shares to be listed on the Nasdaq National Market, and (iii) provide a
transfer agent and registrar for all securities registered pursuant to the Shelf
Registration  Statement  and a CUSIP number for all such  securities.  The Shelf
Registration  Statement may include securities other than those held by Holders.
If the  Shelf  Registration  Statement  is not filed  within  45 days  after the
Closing  Date,  or is not  declared  effective  by  October 6, 2001 and does not
remain effective for 45 continuous days after its effective date (except for the
duration of any Blackout Notice as described in Section 7.2(b) below),  then the
Investors holding  Registrable  Securities shall be entitled to receive from the
Company (pro rata in accordance with their ownership of Registrable  Securities)
an  aggregate  number of shares of  Common  Stock  equal to 1% of the  number of
Purchased  Shares for each month (and  prorated  for any  partial  month)  after
October 6, 2001, that the Shelf Registration Statement is not declared effective
(or does not remain  effective),  up to a maximum  aggregate amount of 5% of the
Purchased  Shares.  The  Company  shall use its best  efforts  to keep the Shelf
Registration  Statement  continuously  effective  (subject  to Section  7.2(b)),
pursuant to the Act and the Rules and Regulations promulgated thereunder,  until
the earlier to occur (i) the second  anniversary of the Closing Date, (ii) as to
a particular  Holder, the date on which the Holder may sell all Shares then held
by the Holder without  restriction  by the volume  limitations of Rule 144(e) of
the Securities  Act, and (iii) such time as all  Registrable  Securities held by
such Holder have been sold (A) pursuant to the Shelf Registration Statement, (B)
to or through a broker or dealer or  underwriter in a public  distribution  or a
public  securities  transaction,  and/or (C) in a  transaction  exempt  from the
registration  and prospectus  delivery  requirements of the Securities


                                      -11-

<PAGE>

Act under Section 4(1) thereof so that all transfer restrictions and restrictive
legends with respect thereto,  if any, are removed upon the consummation of such
sale.  In the event  that the Shelf  Registration  Statement  shall  cease to be
effective,  the  Company  shall  promptly  prepare  and file a new  registration
statement covering the Registrable  Securities and shall use its best efforts to
have such registration  statement  declared  effective as soon as possible.  Any
such registration statement shall be considered a "Shelf Registration Statement"
hereunder.

                           (b)  Blackout  Notice.  In the  event  (i)  that  the
Company  concludes  that it is  necessary  for the  Company  to  supplement  the
Prospectus or make an  appropriate  filing under the Exchange Act so as to cause
the  Prospectus  to  become  current,  or  (ii)  that,  in the  judgment  of the
President,  Chief Executive  Officer or the Company's Board of Directors,  it is
advisable to suspend use of the Prospectus for a discrete  period of time due to
undisclosed  pending  corporate  developments or pending public filings with the
Commission (which need not be described in detail),  the Company shall deliver a
written  notice  (the  "Blackout  Notice")  to the  Holder to the  effect of the
foregoing and, upon delivery of the Blackout  Notice,  the Holder shall not sell
any Purchased Shares or any other securities of the Company that are held by the
Holder,  shall not otherwise engage in any other Disposition with respect to the
Company's  securities,  and shall not  disclose  to any third  party that such a
notice has been given or the contents of the notice.  Such  restrictions on sale
of the Registrable Securities shall cease upon the Holder's receipt of copies of
the supplemented or amended Prospectus, or at such time as the Holder is advised
in writing by the Company that the  Prospectus  may be used, and at such time as
the Holder has received  copies of any additional or  supplemental  filings that
are  incorporated  or deemed  incorporated  by reference in such  Prospectus and
which are required to be delivered as part of the Prospectus. In any event, such
restrictions shall terminate no later than 45 days after the date of delivery of
the Blackout  Notice.  If the Company has delivered a Blackout  Notice within 90
days of the date that it delivers another Blackout Notice pursuant this section,
then the  45-day  time  period  set  forth in the  preceding  sentence  shall be
shortened so that the  restrictions  imposed by the Blackout Notice shall expire
no later than 10 days after delivery of such Blackout Notice.

                           (c)  Expenses.  The  registration  fees and  expenses
incurred by the Company in connection with the Shelf Registration  Statement and
actions taken by the Company in connection with any Blackout Notice,  including,
without  limitation,  all registration,  qualification and filing fees, printing
expenses,  escrow fees, fees and disbursements of counsel for the Company,  blue
sky fees and  expenses,  and the  expense of any special  audits  incident to or
required by any such registration,  shall be borne by the Company.  Holder shall
be responsible for any fees and expenses of its counsel or other advisers.

                  7.3  Obligations of the Company.  The Company shall furnish to
the  Holder  such  number of copies of a  Prospectus,  including  a  preliminary
Prospectus,  in  conformity  with the  requirements  of the Act,  and such other
documents  (including  supplements  or prospectus  amendments) as the Holder may
reasonably  request in order to facilitate the public sale or other  disposition
of  the  Registrable   Securities   owned  by  it  that  are  included  in  such
registration.  In addition,  whenever required to effect the registration of any
Registrable Securities under this Agreement, the Company shall, as expeditiously
as reasonably possible:


                                      -12-

<PAGE>

                           (a) Use its best  efforts to (i) register and qualify
the  securities  covered  by  such  registration   statement  under  such  other
securities  or Blue  Sky  laws of such  jurisdictions  as  shall  be  reasonably
requested  by the Holder,  provided  that the  Company  shall not be required in
connection  therewith or as a condition  thereto to qualify to do business or to
file  a  general   consent  to  service  of  process  in  any  such   states  or
jurisdictions,  (ii) to keep such registration or qualification in effect for so
long as the Shelf  Registration  Statement remains in effect,  and (iii) to take
any other  action which may be  reasonably  necessary or advisable to enable the
Holders to consummate the disposition in such jurisdictions of the securities to
be sold by the Holders,  consistent with the plan of  distribution  described in
the prospectus  included in the Shelf  Registration  Statement,  except that the
Company  shall not for any such  purpose be required to qualify  generally to do
business  as a  foreign  corporation  in  any  jurisdiction  where  it is not so
qualified,  or to subject  itself to  taxation in any such  jurisdiction,  or to
execute a general consent to service of process in effecting such  registration,
qualification or compliance, unless the Company is already subject to service in
such  jurisdiction  and except as may be required by the Act or applicable rules
or regulations thereunder.

                           (b) Notify the Holder  promptly (i) of any request by
the Commission or any other federal or state  governmental  authority during the
period  of  effectiveness   of  a  registration   statement  for  amendments  or
supplements  to  such  registration  statement  or  related  prospectus  or  for
additional  information,  (ii) of the  issuance by the  Commission  or any other
federal  or state  governmental  authority  of any  stop  order  suspending  the
effectiveness  of a registration  statement or the initiation of any proceedings
for that  purpose and (iii) of the  receipt by the  Company of any  notification
with  respect  to  the  suspension  of  the   qualification  or  exemption  from
qualification of any of the Registrable  Securities for sale in any jurisdiction
or the initiation or threatening of any proceeding for such purpose.

                           (c)  Make  every  reasonable  effort  to  obtain  the
withdrawal of any order suspending the  effectiveness of the Shelf  Registration
Statement at the earliest possible time.

                           (d) Use its best  efforts  to cause  all  Registrable
Securities to be listed on each securities  exchange or market, if any, on which
equity securities issued by the company are then listed.

                  7.4 Furnish Information.  It shall be a condition precedent to
the  obligations of the Company to take any action  pursuant to Section 7.2 that
the Holder  shall  furnish to the Company  such  information  regarding  it, the
Registrable  Securities  held by it, and the intended  method of  disposition of
such  securities as shall be required to timely effect the  registration  of its
Registrable Securities.

                  7.5 Indemnification. For the purposes of this Section 7.5, the
term  "registration  statement"  shall  include any final  Prospectus,  exhibit,
supplement, amendment or other document included in, filed as part of, deemed to
be a part of, or otherwise relating to the Shelf Registration Statement referred
to in this Section 7. In the event any Registrable  Securities are included in a
registration statement under this Agreement:


                                      -13-

<PAGE>

                           (a) By the Company.  To the extent  permitted by law,
the Company  will  indemnify  and hold  harmless  the Holder,  the  officers and
directors,  trustees,  each  person,  if any,  who  controls  the Holder and any
underwriter for each (as defined in the Act) (such persons and entities referred
to as "Holder Indemnified Parties"),  against any losses,  expenses,  damages or
liabilities  (including  in  settlement  of any  claim) to which they may become
subject  under  the Act,  the  Exchange  Act or other  federal  or state  law (a
"Loss"), insofar as such Losses (or actions in respect thereof) arise out of any
claim,  action or  proceeding  brought by a third party  arising out of or based
upon any of the following  statements,  omissions or violations  (collectively a
"Violation"):

                           (i) any untrue  statement or alleged untrue statement
                  of a material  fact  contained  in a  registration  statement,
                  filed pursuant to this Section 7;

                           (ii) the  omission or alleged  omission to state in a
                  registration  statement  filed  pursuant  to this  Section 7 a
                  material fact required to be stated  therein,  or necessary to
                  make the statements therein not misleading; or

                           (iii)  any  violation  or  alleged  violation  by the
                  Company of the Act,  the  Exchange  Act,  any federal or state
                  securities law or any rule or regulation promulgated under the
                  Act, the Exchange Act or any federal or state  securities law,
                  in each case in connection  with the offering  covered by such
                  registration statement;

                           (iv)  any  failure  by the  Company  to  fulfill  any
                  undertaking included in a registration statement;

                           (v)  any  material  breach  of  any   representation,
                  warranty or covenant made by the Company in this Agreement;

and the Company will  reimburse each Holder  Indemnified  Party for any legal or
other  expenses  reasonably  incurred by them, as incurred,  in connection  with
investigating or defending or settling,  compromising or paying an award granted
in any proceeding relating to any such Violation;  provided,  however,  that the
indemnity agreement contained in this subsection shall not apply to amounts paid
in  settlement  of any such Loss,  if such  settlement  is effected  without the
consent of the Company, nor shall the Company be liable in any such case for any
such Loss to the extent that it arises out of or is based upon a Violation which
occurs in reliance upon and in  conformity  with written  information  furnished
expressly for use in connection with such  registration  statement by the Holder
Indemnified Party; and provided further, that the Company will not be liable for
the  reasonable  legal fees and  expenses of more than one counsel to the Holder
Indemnified Parties.

                           (b) By the Holder.  To the extent  permitted  by law,
each Holder (severally and not jointly with any other Holder) will indemnify and
hold harmless the Company, each of its directors,  each of its officers who have
signed the  registration  statement,  and each


                                      -14-

<PAGE>

person,  if any, who  controls  the Company  within the meaning of the Act (such
persons and entities referred to as "Company  Indemnified  Parties") against any
Losses to which such Company  Indemnified  Parties may become  subject under the
Act, the Exchange Act or other federal or state law,  insofar as such Losses (or
actions in respect  thereto)  arise out of or are based upon any  Violation,  in
each case to the extent (and only to the extent) that such  Violation  occurs in
reliance upon and in conformity with written information furnished by the Holder
expressly for use in connection with such registration statement; and the Holder
will reimburse any legal or other expenses  reasonably  incurred by such Company
Indemnified  Parties in  connection  with  investigating  or defending  any such
Violation;  provided,  however,  that the indemnity  agreement contained in this
subsection  shall not apply to amounts  paid in  settlement  of any such Loss if
such settlement is effected without the consent of the Holder; provided further,
that the Holder shall not be liable for the  reasonable  legal fees and expenses
of more than one  counsel  to the  Company  Indemnified  Parties;  and  provided
further,  that the total  amounts  payable in indemnity by the Holder under this
subsection  in  respect  of any  Violation  shall not  exceed  the net  proceeds
received by the Holder in the  registered  offering out of which such  Violation
arises.

                           (c) Notice.  Promptly after receipt by an indemnified
party under this Section of notice of the commencement of any action  (including
any  governmental   action),  such  indemnified  party  will,  if  a  claim  for
indemnification  in respect thereof is to be made against any indemnifying party
under this Section,  deliver to the  indemnifying  party a written notice of the
commencement of such an action and the  indemnifying  party shall have the right
to participate in, and, to the extent the indemnifying party so desires, jointly
with any other  indemnifying  party  similarly  noticed,  to assume the  defense
thereof  with  counsel  selected  by  the  indemnifying   party  and  reasonably
acceptable  to a majority  in  interest of the  indemnified  parties;  provided,
however,  that an  indemnified  party  shall  have the right to  retain  its own
counsel,  with the reasonable  fees and expenses to be paid by the  indemnifying
party,  if the  indemnified  party has been  advised in writing by counsel  that
representation  of  such  indemnified  party  by  the  counsel  retained  by the
indemnifying  party would be  inappropriate  due to actual conflict of interests
between such indemnified  party and any other party  represented by such counsel
in such  proceeding.  The failure to deliver written notice to the  indemnifying
party  within a  reasonable  time of the  commencement  of any such action shall
relieve such indemnifying party of liability to the indemnified party under this
Section to the extent such delay caused  material  prejudice to the  indemnified
party, but the omission so to deliver written notice to the  indemnifying  party
will not relieve it of any liability that it may have to any  indemnified  party
otherwise than under this Section.

                           (d)  Defect  Eliminated  in  Final  Prospectus.   The
foregoing indemnity  agreements of the Company and the Holder are subject to the
condition  that,  insofar as they relate to any Violation  made in a preliminary
prospectus but eliminated or remedied in the amended prospectus on file with the
Commission at the time the registration  statement in question becomes effective
or in the amended  prospectus filed with the Commission  pursuant to Rule 424(b)
of the Commission (the "Final Prospectus"),  such indemnity agreements shall not
inure  to the  benefit  of any  person  if a copy of the  Final  Prospectus  was
furnished in a timely manner to the  indemnified  party and was not furnished to
the person  asserting  the loss,  liability,  claim or damage at or prior to the
time such action is required by the Act.


                                      -15-

<PAGE>

                           (e)  If the  indemnification  provided  for  in  this
Section 7.5 is  unavailable to or  insufficient  to hold harmless an indemnified
party  under  subsection  (a) or (b) above in  respect  of any  losses,  claims,
damages,  liabilities or expenses (or actions or proceedings in respect thereof)
referred to therein, then each indemnifying party shall contribute to the amount
paid or payable by such  indemnified  party as a result of such losses,  claims,
damages,  liabilities  or  expenses  (or  actions  in respect  thereof)  in such
proportion as is appropriate to reflect the relative fault of the Company on the
one hand and the  Holder  on the  other in  connection  with the  statements  or
omissions  or other  matters  which  resulted in such losses,  claims,  damages,
liabilities  or expenses (or actions in respect  thereof),  as well as any other
relevant  equitable  considerations.  The relative  fault shall be determined by
reference to, among other things,  in the case of an untrue  statement,  whether
the untrue statement  relates to information  supplied by the Company on the one
hand or a Holder on the  other  and the  parties'  relative  intent,  knowledge,
access to  information  and  opportunity  to  correct  or  prevent  such  untrue
statement.  The  Company and the  Investors  agree that it would not be just and
equitable if contribution pursuant to this subsection (e) were determined by pro
rata  allocation  (even if all  Holders  were  treated  as one  entity  for such
purpose) or by any other method of  allocation  which does not take into account
the  equitable  considerations  referred to above in this  subsection  (e).  The
amount  paid or  payable  by an  indemnified  party as a result  of the  losses,
claims, damages or liabilities (or actions in respect thereof) referred to above
in this  subsection  (e) shall be deemed to include any legal or other  expenses
reasonably  incurred by such indemnified party in connection with  investigating
or defending any such action or claim.  Notwithstanding  the  provisions of this
subsection  (e), no Holder shall be required to contribute  any amount in excess
of the net amount received by the Holder from the sale of the Shares.  No person
guilty of fraudulent  misrepresentation  (within the meaning of Section 11(f) of
the Securities  Act) shall be entitled to  contribution  from any person who was
not guilty of such fraudulent misrepresentation. Contribution (together with any
indemnification  or  other  obligations  under  this  Agreement)  by any  Holder
(including any Indemnified  Person associated with such Holder) shall be limited
in amount to the net amount of proceeds received by such Holder from the sale of
the Registrable Securities

                           (f) Survival.  The obligations of the Company and the
Holder  under this  Section  shall  survive the  completion  of any  offering of
Registrable Securities in a registration statement, and otherwise.

                  7.6 Rule 144  Reporting.  With a view to making  available the
benefits of certain rules and  regulations of the  Commission,  which may at any
time  permit  the  sale of the  Registrable  Securities  to the  public  without
registration,  for a period of two years following the Closing Date, the Company
agrees to:

                           (a)   Make   and  keep   adequate,   current   public
information  available,  as those terms are  understood  and defined in Rule 144
under the Act, at all times;

                           (b) File with the  Commission  in a timely manner all
reports and other documents required of the Company under the Exchange Act; and


                                      -16-

<PAGE>

                           (c)  So  long  as the  Holder  owns  any  Registrable
Securities,  to furnish to the Holder forthwith upon request a written statement
by the Company as to its compliance with the reporting requirements of said Rule
144, a copy of the most recent  annual or quarterly  report of the Company,  and
such other  reports and  documents  of the Company as the Holder may  reasonably
request in availing itself of any rule or regulation of the Commission  allowing
a Holder to sell any such securities without registration.

                  7.7  Termination of Cellegy's  Obligations.  The Company shall
have no obligation to register, or maintain, a registration  statement governing
Registrable  Securities and the restrictive legend described in Section 4.8 will
be removed from any certificate  representing the Purchased  Shares,  (i) if all
Registrable  Securities have been registered and sold pursuant to  registrations
effected  pursuant to this  Agreement,  or (ii) with  respect to any  particular
Holder,  at such time as all  Registrable  Securities held by such Holder may be
sold without any volume restrictions within a three month period under Rule 144,
as it may be amended from time to time,  including but not limited to amendments
that  reduce  that  period  of time that  securities  must be held  before  such
securities may be sold pursuant to such rule.

                  7.8  Piggyback  Registrations.  (a) The Company  shall use its
best efforts to notify all Holders of Registrable Securities in writing at least
twenty  (20) days before  filing any  registration  statement  under the Act for
purposes  of  effecting  an  underwritten  public  offering  by the  Company  of
securities of the Company  (excluding  registration  statements  relating to any
employee benefit plan or a corporate merger,  acquisition or reorganization,  or
any  Form  S-3  or  similar  shelf  registration   statements  relating  to  the
non-underwritten  offer and sale of  securities  for the  account  of persons or
entities other than the Company) and will afford each such Holder an opportunity
to include in such  registration  statement  all or any part of the  Registrable
Securities then held by such Holder. Each Holder desiring to include in any such
registration  statement all or any part of the  Registrable  Securities  held by
such Holder  shall,  within ten (10) days after  receipt of the  above-described
notice from the  Company,  so notify the Company in writing,  and in such notice
shall  inform the Company of the number of  Registrable  Securities  such Holder
wishes to include in such  registration  statement.  If a Holder  decides not to
include all of its  Registrable  Securities in any such  registration  statement
filed by the Company,  such Holder shall nevertheless continue to have the right
to include any Registrable  Securities in any subsequent  registration statement
or  registration  statements  as may be filed by the  Company  with  respect  to
offerings of its securities, all upon the terms and conditions set forth herein.
The Holders' rights to include any Registrable  Securities in any offering under
this  Section  are  subject  in all  events  to  the  ability  of  the  managing
underwriter  for  such  offering  to  exclude  some  or all  of the  Registrable
Securities requested to be registered on the basis of a good faith determination
that  inclusion of such  securities  might  adversely  affect the success of the
offering or otherwise adversely affect the Company.  Any such exclusion shall be
pro rata among all Holders who have requested to sell Registrable  Securities in
such registration.

                           (b) Underwriting.  If a registration  statement under
which the  Company  gives  notice  under  this  Section  is for an  underwritten
offering,   then  the  Company  shall  so  advise  the  Holders  of  Registrable
Securities. In such event, the right of any such Holder's Registrable Securities
to be included in a  registration  pursuant to this Section shall be conditioned
upon such Holder's  participation in such underwriting and the inclusion of such


                                      -17-

<PAGE>

Holder's  Registrable  Securities  in the  underwriting  to the extent  provided
herein. All Holders proposing to distribute their Registrable Securities through
such underwriting  shall enter into an underwriting  agreement in customary form
with the managing underwriter or underwriters selected for such underwriting and
shall  furnish  such  information  and  documents as the Company or the managing
underwriter or underwriters may reasonably  request.  Notwithstanding  any other
provision of this Agreement,  if the managing  underwriter  determine(s) in good
faith that marketing  factors require a limitation of the number of shares to be
underwritten,   then  the  managing   underwriter(s)  may  exclude   Registrable
Securities  from the  registration  and the  underwriting,  pro rata  among  all
Holders who have requested to sell Registrable  Securities in such registration.
If any Holder disapproves of the terms of any such underwriting, such Holder may
elect  to  withdraw   therefrom  by  written  notice  to  the  Company  and  the
underwriter,  delivered at least ten (10)  business  days prior to the effective
date of the  registration  statement.  Any  Registrable  Securities  excluded or
withdrawn  from such  underwriting  shall be  excluded  and  withdrawn  from the
registration.

                           (c) Expenses.  The Holders shall be  responsible  for
their  pro  rata  share of  registration  fees and  underwriters'  and  brokers'
discounts and  commissions  relating to any Registrable  Securities  included in
such  registration.  Other  registration  expenses (such as legal and accounting
fees of counsel to the Company, printing fees, road show expenses, and the like)
shall be shall be borne by the Company.

                           (d) Number of Piggyback Registrations.  The piggyback
registration rights granted to the Holders under this Section shall apply to the
first three registrations filed by the Company after the Closing.

         8.  ASSIGNMENT.  Notwithstanding  anything herein to the contrary,  the
registration rights of the Holder under Section 7 hereof may be assigned only to
a party who  acquires  from the Holder at least  100,000  shares of  Registrable
Securities (as such number may be adjusted to reflect subdivisions, combinations
and stock dividends of the Company's  Common Stock),  (such party is referred to
as a "Assignee");  provided,  however,  that (w) no party may be assigned any of
the foregoing  rights until the Company is given written notice by the assigning
party at the  time of such  assignment  stating  the  name  and  address  of the
Assignee and identifying the securities of the Company as to which the rights in
question  are being  assigned;  (x) that any such  Assignee  shall  receive such
assigned rights subject to all the terms and conditions of this  Agreement;  and
(y) no such  assignment or  assignments  shall  increase the  obligations of the
Company hereunder.


                                      -18-

<PAGE>

         9. MISCELLANEOUS.

                  9.1 Survival of Warranties.  The  representations,  warranties
and covenants of the Company and the Investors  contained in or made pursuant to
this  Agreement  shall survive the execution and delivery of this  Agreement and
the Closing and shall in no way be affected by any  investigation of the subject
matter  thereof  made by or on behalf of the  Investors,  their  counsel  or the
Company, as the case may be.

                  9.2 Successors  and Assigns.  The terms and conditions of this
Agreement  shall  inure to the  benefit  of and be binding  upon the  respective
successors and assigns of the parties.

                  9.3 Governing  Law;  Consent to  Jurisdiction.  This Agreement
shall be  governed  by and  construed  under the  internal  laws of the State of
California as applied to agreements among California  residents entered into and
to be performed entirely within  California,  without reference to principles of
conflict of laws or choice of laws.

                  9.4  Counterparts.  This  Agreement  may be executed in two or
more counterparts,  each of which shall be deemed an original,  but all of which
together shall constitute one and the same instrument.

                  9.5 Headings. The headings and captions used in this Agreement
are used for  convenience  only and are not to be  considered  in  construing or
interpreting  this  Agreement.  All  references  in this  Agreement to sections,
paragraphs,  exhibits, and schedules shall, unless otherwise provided,  refer to
sections and paragraphs hereof and exhibits and schedules  attached hereto,  all
of which exhibits and schedules are incorporated herein by this reference.

                  9.6 Notices. Unless otherwise provided, any notice required or
permitted  under this  Agreement  shall be given in writing  and shall be deemed
effectively  given  upon  personal  delivery  to the  party to be  notified,  by
telecopier or upon deposit with the United States Post Office,  by registered or
certified mail, postage prepaid and addressed to the party to be notified in the
case of the Company,  at 349 Oyster Point  Boulevard,  South San  Francisco,  CA
94080, Attention:  President, with a copy to C. Kevin Kelso, Fenwick & West LLP,
Two Palo Alto Square,  Palo Alto,  California 94306, or in the case of Investor,
at the  record  address  for such  Investor  as  reflected  on the  books of the
Company,  or at such other address as any party may designate by giving ten (10)
days  advance  written  notice  to the  other  party.  Notices  shall be  deemed
delivered  upon  delivery  if  personally  delivered,  one  business  day  after
transmission with  confirmation of receipt if sent by telecopier,  or three days
after deposit in the mails if mailed.

                  9.7 No Finder's Fees. Each party represents that it neither is
nor  will be  obligated  for any  finder's  or  broker's  fee or  commission  in
connection with this transaction.  Each Investor agrees to indemnify and to hold
harmless the Company from any liability for any  commission or  compensation  in
the nature of a finder's or broker's fee (and any asserted  liability) for which
the Investor or any of its officers, partners,  employees, or representatives is
responsible.  The Company agrees to indemnify and to hold harmless each Investor
from any  liability  for any  commission  or  compensation  in the  nature  of a
finder's or broker's fee (and any


                                      -19-

<PAGE>

asserted  liability) for which the Company or any of its officers,  employees or
representatives is responsible.

                  9.8 Costs, Expenses. Each party's costs in connection with the
preparation,  execution  delivery and  performance of this Agreement  (including
without limitation legal fees) shall be borne by that party.

                  9.9 Amendments and Waivers.  Any term of this Agreement may be
amended and the  observance of any term of this  Agreement may be waived (either
generally   or  in  a   particular   instance   and  either   retroactively   or
prospectively),  only with the  written  consent of the  Company  and  Investors
holding a  majority  of the  Purchased  Shares  purchased  hereunder;  provided,
however,  that no amendment or waiver of the Company's obligations under Section
7 of this Agreement  that  significantly  and adversely  affects the rights of a
holder of Purchased  Shares shall be binding upon that holder unless that holder
has consented in writing to such amendment or waiver. Subject to the limitations
set  forth in the  preceding  sentence,  any  amendment  or waiver  effected  in
accordance  with this Section shall be binding upon each holder of any Purchased
Shares at the time  outstanding  (even if such  Investor or other holder did not
vote with respect to, or voted against,  such amendment or waiver),  each future
holder of such securities,  and the Company.  The Investors  acknowledge that by
virtue of this provision, holders of a majority of the Purchased Shares may bind
other  holders to amendment or waivers that such other holders may have voted to
oppose.

                  9.10 Severability. If one or more provisions of this Agreement
are held to be invalid,  illegal or  unenforceable  under  applicable  law, such
provision(s)  shall be  excluded  from this  Agreement  and the  balance  of the
Agreement  shall be  interpreted  as if such  provision(s)  were so excluded and
shall be enforceable in accordance with its terms.

                  9.11  Entire  Agreement.  This  Agreement,  together  with any
exhibits or schedules hereto, constitutes the entire agreement and understanding
of the parties with respect to the subject  matter hereof and supersedes any and
all prior negotiations,  correspondence,  agreements,  understandings  duties or
obligations between the parties with respect to the subject matter hereof.

                  9.12  Further  Assurances.  From  and  after  the date of this
Agreement,  upon the request of an Investor or the Company,  the Company and the
Investors  shall  execute  and  deliver  such  instruments,  documents  or other
writings as may be  reasonably  necessary  or desirable to confirm and carry out
and to effectuate fully the intent and purposes of this Agreement.

                  9.13  Termination.

                           (a) By the Investor:  The Investor may terminate this
Agreement  immediately  if, at any time prior to the Closing,  the Company shall
cease  conducting  business in the normal  course;  become  insolvent  or become
unable to meet its obligations as they become due; make a general assignment for
the benefit of creditors;  petition, apply for, suffer or permit with or without
its consent the appointment of a custodian,  receiver,  trustee in bankruptcy or
similar officer for all or any substantial part of its business or assets; avail
itself or become


                                      -20-

<PAGE>

subject to any  proceeding  under the  Federal  Bankruptcy  Code or any  similar
state,   federal  or  foreign  statute   relating  to  bankruptcy,   insolvency,
reorganization,  receivership, arrangement, adjustment of debts, dissolutions or
liquidation.

                           (b) By the Company:  The Company may  terminate  this
Agreement at any time prior to the Closing if the  Investors  have not agreed to
purchase an aggregate of at least  2,000,000  shares  pursuant to the Agreements
prior to June 20,  2001 or such later date as the  Company  shall have agreed to
extend the offering.



                [Remainder of this page intentionally left blank]



                                      -21-

<PAGE>

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

THE COMPANY:                                   INVESTORS:
-----------                                    ----------

Cellegy Pharmaceuticals, Inc.,
  a California corporation                     Caduceus Private Investments, LP
                                               ---------------------------------
                                               Name of Investor

                                               Orbimed Associates LLC
                                               ---------------------------------
By:   /s/ A. Richard Juelis                    Name of Investor
     ---------------------------------------
                                               PW Juniper Crossover Fund, L.L.C.
                                               ---------------------------------
Title:   VP, Finance & CFO                     Name of Investor
        ------------------------------------
                                               SAFECO COMMON STOCK TRUST
                                               ---------------------------------
                                               Name of Investor

                                               SAFE RESOURCE SERIES TRUST
                                               ---------------------------------
                                               Name of Investor

                                               First Health, L.P.
                                               ---------------------------------
                                               Name of Investor

                                               First Health Associates, L.P.
                                               ---------------------------------
                                               Name of Investor

                                               First Health Limited
                                               ---------------------------------
                                               Name of Investor

                                               Four Partners
                                               ---------------------------------
                                               Name of Investor

                                               JALAA Equities, LP
                                               ---------------------------------
                                               Name of Investor

                                               Knott Partners, LP
                                               ---------------------------------
                                               Name of Investor

                                               Dorset Management
                                               ---------------------------------
                                               Name of Investor

                                               GMT Capital Corp.
                                               ---------------------------------
                                               Name of Investor

                                               Thomas E. Claugus
                                               ---------------------------------
                                               Name of Investor


                           [COUNTERPART SIGNATURE PAGE
                        COMMON STOCK PURCHASE AGREEMENT]


                                      -22-