**Exhibit 10.33**

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**ExecutiveOfficer Compensation Summary**

 

CollaGenex Pharmaceuticals, Inc.’s (the “Company’s”)executive officers consist of: (i) Colin W.Stewart, President and Chief Executive Officer; (ii) Nancy C. Broadbent,Senior Vice President and Chief Financial Officer; (iii) David F.Pfeiffer, Senior Vice President of Sales and Marketing; (iv) Klaus Theobald, Senior Vice President and Chief Medical Officer;and (v) Andrew Powell, Vice President, General Counsel and Secretary.

 

The compensation structurefor executive officers of the Company consists of three components: basesalary, discretionary cash bonuses (typically paid annually) and stock options.The Company does not have employment agreements with any of its executiveofficers, but has executed indemnification agreements with each of itsexecutive officers.  In addition, theCompany has entered into change of control agreements with each ofMr. Stewart, Ms. Broadbent, Mr. Pfeiffer, Mr. Powell andDr. Theobald.

 

The Compensation Committeeof the Board of Directors (the “Committee”) seeks to establish base salariesfor each position and level of responsibility that are competitive with thoseof executive officers at other emerging pharmaceutical companies. Annual cashbonuses are awarded to executive officers based on their achievements against astated list of objectives developed at the beginning of each year by seniormanagement and the Committee. All executive officers are awarded option grantsupon joining the Company that are competitive with those at comparable emergingpharmaceutical companies. In addition, the Committee may award additional stockoption grants annually. When granting stock options, the Committee considersthe recommendation of the Company’s Chief Executive Officer and the relativeperformance and contributions of each executive officer.

 

Compensation decisionsaffecting the Company’s executive officers are made on an annual basis by theCommittee. On December 12, 2005, the Committee approved the terms ofcompensation (exclusive of option grants) to be paid to the Company’s executiveofficers, including the base salary for 2006, as follows:

 

•                                          *Mr. Stewart*. The Committee approved a 3.6% increase inMr. Stewart’s base salary for 2006, as well as a $238,420 bonus. As aresult of the increase, Mr. Stewart’s base salary is now $377,000.

 

•                                          *Ms. Broadbent*. The Committee approved a 7.0% increase inMs. Broadbent’s base salary for 2006, as well as a $133,952 bonus. As aresult of the increase, Ms. Broadbent’s base salary is now $256,000.

 

•                                          *Mr. Pfeiffer*. The Committee approved a 3.5% increase inMr. Pfeiffer’s base salary for 2006, as well as a$113,575 bonus. As a result of the increase, Mr. Pfeiffer’s base salary isnow $264,750.

 

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•                                          *Mr. Theobald*.The Committee approved a 3.5% increase in Mr. Theobald’sbase salary for 2006, as well as a $130,000 bonus. As a result of the increase,Mr. Theobald’s base salary is now $269,100.

 

•                                          *Mr. Powell*. The Committee approved a 3.5% increase inMr. Powell’s base salary for 2006, as well as a $97,060 bonus. As a result ofthe increase, Mr. Powell’s base salary is now $238,050.

 

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