Exhibit 10.1





CollaGenex  Pharmaceuticals, Inc.





Nonstatutory  Stock Option AgreementGranted Under 2005 Equity Incentive Plan





1.       Grant of Option.





This  agreement evidences the grant by CollaGenex Pharmaceuticals, Inc., a Delaware  corporation (the Company), on  [                 ],  200[ ] (the Grant Date) to  [                  ],  an [employee]/[consultant]/[director] of the Company (the Participant), of an  option to purchase, in whole or in part, on the terms provided herein and in  the Companys 2005 Equity Incentive Plan (the Plan), a total of  [                 ]  shares (the Shares) of common stock, $0.01 par value per share, of the  Company (Common Stock) at
$[          ] per Share.  Unless earlier terminated, this option shall  expire at 5:00 p.m., Eastern time, on  [                 ]  (the Final Exercise Date).





It is  intended that the option evidenced by this agreement shall not be an incentive  stock option as defined in Section 422 of the Internal Revenue Code of 1986, as  amended, and any regulations promulgated thereunder (the Code).  Except as otherwise indicated by the  context, the term Participant, as used in this option, shall be deemed to  include any person who acquires the right to exercise this option validly under  its terms.





2.       Vesting Schedule.





This option  will become exercisable (vest) as to [    ]% of the  original number of Shares on the  [          ] anniversary of  the Grant Date and as to an additional [      ]%  of the original number of Shares at the end of each successive  [            ]  period following the first anniversary of the Grant Date until the  [            ]  anniversary of the Grant Date.





The right of exercise shall be cumulative so that to the extent the  option is not exercised in any period to the maximum extent permissible it  shall continue to be exercisable, in whole or in part, with respect to all  Shares for which it is vested until the earlier of the Final Exercise Date or  the termination of this option under Section 3 hereof or the Plan.





3.       Exercise of Option.





(a)     Form  of Exercise.  Each election to  exercise this option shall be by written notice in the form attached hereto as Exhibit  A, signed by the Participant, and received by the Company at its principal  office, accompanied by this agreement, and payment in full in the manner  provided in the Plan.  The Participant  may purchase less than the number of shares covered hereby, provided that no  partial exercise of this option may be for any fractional share.





(b)     Continuous  Relationship with the Company Required.   Except as otherwise provided in this Section 3, this option may not  be exercised unless the Participant, at the time he or she exercises this  option, is, and has been at all times since the Grant Date, an employee,  officer or director of, or consultant or advisor to, the Company or any other  entity the employees,





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officers, directors, consultants, or advisors of which are eligible to  receive option grants under the Plan (an Eligible Participant).





(c)     Termination  of Relationship with the Company.   If the Participant ceases to be an Eligible Participant for any reason,  then, except as provided in paragraphs (d) and (e) below, the right to  exercise this option shall terminate three months after such cessation (but in  no event after the Final Exercise Date), provided that this  option shall be exercisable only to the extent that the Participant was  entitled to exercise this option on the date of such cessation.  Notwithstanding the foregoing, if the  Participant, prior to the Final Exercise Date, violates the non-competition or  confidentiality provisions of any employment contract, confidentiality and  nondisclosure agreement or other agreement between the Participant and the  Company, the right to exercise this option shall terminate immediately upon  written notice to the
Participant from the Company describing such violation.





(d)     Exercise  Period Upon Death or Disability.  If  the Participant dies or becomes disabled (within the meaning of  Section 22(e)(3) of the Code) prior to the Final Exercise Date while he or  she is an Eligible Participant and the Company has not terminated such  relationship for cause as specified in paragraph (e) below, this option shall  be exercisable, within the period of one year following the date of death or  disability of the Participant, by the Participant (or in the case of death by  an authorized transferee), provided that this option shall be  exercisable only to the extent that this option was exercisable by the  Participant on the date of his or her death or disability, and further provided  that this option shall not be exercisable after the Final Exercise Date.





(e)     Discharge  for Cause.  If the Participant,  prior to the Final Exercise Date, is discharged by the Company for cause (as  defined below), the right to exercise this option shall terminate immediately  upon the effective date of such discharge.   Cause shall mean willful misconduct by the Participant or willful  failure by the Participant to perform his or her responsibilities to the  Company (including, without limitation, breach by the Participant of any  provision of any employment, consulting, advisory, nondisclosure,  non-competition or other similar agreement between the Participant and the  Company), as determined by the Company, which determination shall be  conclusive.  The Participant shall be  considered to have been discharged for Cause if the Company determines,  within 30 days after the
Participants resignation, that discharge for cause  was warranted.





4.       Withholding.





No Shares  will be issued pursuant to the exercise of this option unless and until the  Participant pays to the Company, or makes provision satisfactory to the Company  for payment of, any federal, state or local withholding taxes required by law  to be withheld in respect of this option.





5.       Nontransferability of  Option.





This option  may not be sold, assigned, transferred, pledged or otherwise encumbered by the  Participant, either voluntarily or by operation of law, except by will or the  laws of descent





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and distribution, and, during the lifetime of the Participant, this  option shall be exercisable only by the Participant.





6.       Provisions of the Plan.





This option  is subject to the provisions of the Plan, a copy of which is furnished to the  Participant with this option.





IN WITNESS  WHEREOF, the Company has caused this option to be executed under its corporate  seal by its duly authorized officer.   This option shall take effect as a sealed instrument.





|                        | COLLAGENEX PHARMACEUTICALS, INC.
|----------------------- | --------------------------------
|                        |                                 
|Dated:     ____________ | By:                             
|                        |                                 
|                        |                                 
|                        |                                 
|                        |                                 
|                        |                                 
|                        |                                 




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PARTICIPANTS ACCEPTANCE





The  undersigned hereby accepts the foregoing option and agrees to the terms and  conditions thereof.  The undersigned  hereby acknowledges receipt of a copy of the Companys 2005 Equity Incentive  Plan.





| | PARTICIPANT:
| | ------------
| |             
| |             
| | Address:    
| |             
| |             
| |             




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EXHIBIT A





NOTICE OF STOCK OPTION  EXERCISE





Date: ____________





Participant name and address:





|_____________________ | 
|--------------------- | 
|_____________________ | 
|_____________________ | 




Attention:  Treasurer





Dear Sir or Madam:





I am the  holder of an Nonstatutory Stock Option granted to me under the CollaGenex  Pharmaceuticals, Inc. (the Company) 2005 Equity Incentive Plan on  ____________ for the purchase of ____________ shares of Common Stock of the  Company at a purchase price of $____________ per share.





I hereby  exercise my option to purchase ____________ shares of Common Stock (the  Shares), for which I have enclosed ____________ in the amount of  $____________.  Please register my stock  certificate as follows:





| |             |                                 | (check    applicable box)
| | ----------- | ------------------------------- | -------------------------
| |             |                                 |                          
| | Name(s):    | _______________________________ |                          
| |             |                                 |                          
| |             | _______________________________ |                          
| |             |                                 |                          
| | Address:    | _______________________________ |                          
| |             |                                 |                          
| | Tax I.D. #: | _______________________________ |                          




I  represent, warrant and covenant as follows:





1.       I am  purchasing the Shares for my own account for investment only, and not with a  view to, or for sale in connection with, any distribution of the Shares in  violation of the Securities Act of 1933 (the Securities Act), or any rule or  regulation under the Securities Act.





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2.          I have  had such opportunity as I have deemed adequate to obtain from representatives  of the Company such information as is necessary to permit me to evaluate the  merits and risks of my investment in the Company.





3.          I have  sufficient experience in business, financial and investment matters to be able  to evaluate the risks involved in the purchase of the Shares and to make an  informed investment decision with respect to such purchase.





4.          I can  afford a complete loss of the value of the Shares and am able to bear the  economic risk of holding such Shares for an indefinite period.





5.          I  understand that (i) the Shares have not been registered under the Securities  Act and are restricted securities within the meaning of Rule 144 under the  Securities Act, (ii) the Shares cannot be sold, transferred or otherwise  disposed of unless they are subsequently registered under the Securities Act or  an exemption from registration is then available; (iii) in any event, the  exemption from registration under Rule 144 will not be available for at least  one year and even then will not be available unless a public market then exists  for the Common Stock, adequate information concerning the Company is then  available to the public, and other terms and conditions of Rule 144 are  complied with; and (iv) there is now no registration statement on file with the  Securities and Exchange Commission with respect to any stock of the Company and  the Company has no obligation or current
intention to register the Shares under  the Securities Act.





|Very truly yours, | 
|----------------- | 
|                  | 
|                  | 
|                  | 
|(Signature)       | 




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