Exhibit 10.1

                        COLLAGENEX PHARMACEUTICALS, INC.
                           CHANGE OF CONTROL AGREEMENT

This Change of Control  Agreement  (the  "Agreement")  is made and entered  into
effective  as of  September  18,  2002 (the  "Effective  Date"),  by and between
_______________________ (the "Employee") and CollaGenex Pharmaceuticals, Inc., a
Delaware  corporation  ("CollaGenex").  Certain  capitalized  terms used in this
Agreement are defined in Section 1 below.

                                 R E C I T A L S

A.  It is  expected  that  CollaGenex  from  time  to  time  will  consider  the
possibility of a Change of Control,  as defined in this Agreement.  The Board of
Directors of CollaGenex (the "Board")  recognizes that such consideration can be
a distraction to the Employee and can cause the Employee to consider alternative
employment opportunities.

B. The Board  believes that it is in the best  interests of  CollaGenex  and its
stockholders  to provide the  Employee  with an incentive to continue his or her
employment and to maximize the value of CollaGenex  upon a Change of Control for
the benefit of its stockholders.

C. In order to encourage the Employee to remain with CollaGenex  notwithstanding
the possibility of a Change of Control, the Board believes that it is imperative
to provide the Employee  with certain  severance  benefits  upon the  Employee's
termination  of  employment  under certain  circumstances  following a Change of
Control.

D. This  agreement  supersedes any and all prior  agreements  that have as their
primary purpose the provision of benefits upon  termination of employment  under
certain circumstances following a Change of Control.

                                    AGREEMENT

In  consideration  of the mutual  covenants  contained in this Agreement and the
continued employment of Employee by CollaGenex, the parties agree as follows:


<PAGE>


1. Definition of Terms.  The following terms referred to in this Agreement shall
have the following meanings:

(a) Cause. "Cause" shall mean (i) any act of dishonesty taken by the Employee in
connection with his or her  responsibilities as an employee which is intended to
result in personal enrichment of the Employee,  (ii) Employee's  conviction of a
felony  that the  Board  believes  has had or will have a  material  detrimental
effect on  CollaGenex'  reputation  or business,  (iii) a willful act or willful
failure to act by the Employee that  constitutes  misconduct and is injurious to
CollaGenex,  (iv)  any  material  breach  by  Employee  of  any  agreement  with
CollaGenex,  after there has been  delivered to the Employee a written notice of
breach and Employee has been given a reasonable opportunity to cure such breach,
or  (v)  continued  willful   violations  by  the  Employee  of  the  Employee's
obligations to CollaGenex or  responsibilities/duties as an employee after there
has been  delivered  to the  Employee  a written  demand  for  performance  from
CollaGenex  which describes the basis for  CollaGenex'  belief that the Employee
has not substantially performed his or her duties, and Employee has been given a
reasonable opportunity to cure the violations.

(b) Change of Control.  "Change of Control"  shall mean the occurrence of any of
the following events:

(i) the approval by CollaGenex'  shareholders  of a merger or  consolidation  of
CollaGenex  with any other  corporation,  other  than a merger or  consolidation
which  would  result  in  the  voting   securities  of  CollaGenex   outstanding
immediately   prior  thereto   continuing  to  represent  (either  by  remaining
outstanding  or by being  converted  into  voting  securities  of the  surviving
entity) more than fifty percent (50%) of the total voting power  represented  by
the  voting  securities  of  CollaGenex  or such  surviving  entity  outstanding
immediately after such merger or consolidation;

(ii) the approval by CollaGenex'  shareholders of a plan of complete liquidation
of CollaGenex or an agreement for the sale or  disposition  by CollaGenex of all
or substantially all of CollaGenex' assets;

(iii)  any  "person"  (as such term is used in  Sections  13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended) becoming the "beneficial owner" (as
defined in Rule 13d-3 under said

                                      -2-

<PAGE>

Act),  directly or indirectly,  of securities of CollaGenex  representing 50% or
more of the total voting  power  represented  by  CollaGenex'  then  outstanding
voting securities; or

(iv) a change in the composition of the Board, as a result of which fewer than a
majority of the directors are Incumbent Directors.  "Incumbent  Directors" shall
mean directors who either (A) are directors of CollaGenex as of the date hereof,
or (B) are elected, or nominated for election, to the Board with the affirmative
votes of at least a majority of those directors whose election or nomination was
not in connection with any  transactions  described in subsections (i), (ii), or
(iii) or in connection  with an actual or threatened  proxy contest  relating to
the election of directors of CollaGenex.

(c) Involuntary  Termination.  "Involuntary  Termination" shall mean (i) without
the  Employee's  express  written  consent,  a  significant   reduction  of  the
Employee's  duties,  position or  responsibilities  relative  to the  Employee's
duties,  position  or  responsibilities  in  effect  immediately  prior  to such
reduction,  or the  removal  of the  Employee  from such  position,  duties  and
responsibilities,  unless the  Employee  is  provided  with  comparable  duties,
position and  responsibilities;  (ii)  without the  Employee's  express  written
consent,  a  significant  reduction,  without  good  business  reasons,  of  the
facilities and perquisites  (including  office space and location)  available to
the Employee  immediately prior to such reduction;  (iii) without the Employee's
express written consent, a reduction by CollaGenex of the Employee's base salary
as in effect  immediately  prior to such reduction;  (iv) without the Employee's
express written consent, a material reduction by CollaGenex in the kind or level
of employee benefits to which the Employee is entitled immediately prior to such
reduction  with the  result  that the  Employee's  overall  benefits  package is
significantly  reduced;  (v) without the Employee's express written consent, the
relocation  of the  Employee  to a facility  or a location  more than fifty (50)
miles from his or her current location;  (vi) any termination of the Employee by
CollaGenex  that is not effected for Cause or for which the grounds  relied upon
are not valid;  or (vii) the failure of CollaGenex  to obtain the  assumption of
this Agreement by any successors contemplated in Section 7 below.

(d) Termination  Date.  "Termination  Date" shall mean the effective date of any
notice of termination delivered by one party to the other under this Agreement.

                                      -3-
<PAGE>


2. Term of Agreement.  This Agreement  shall terminate on the earlier of (a) the
date  that all  obligations  of the  parties  under  this  Agreement  have  been
satisfied or (b) on the date,  prior to a Change of Control,  the Employee is no
longer employed by CollaGenex.

3.  At-Will  Employment.  CollaGenex  and  the  Employee  acknowledge  that  the
Employee's  employment  is and shall  continue to be at-will,  as defined  under
applicable  law.  If, prior to any Change of Control,  the  Employee  leaves the
employment of CollaGenex  either  voluntarily or  involuntarily  for any reason,
this Agreement will  terminated by Operation of Section 2 and the Employee shall
not be entitled to any payments, benefits, damages, awards or compensation other
than as may otherwise be established  under  CollaGenex' then existing  employee
benefit plans or policies at the Termination Date, or as otherwise agreed by the
parties at such time.

4. Option  Acceleration Upon A Change of Control.  If a Change of Control occurs
while the Employee is employed by CollaGenex,  regardless of whether  Employee's
employment  relationship  with  CollaGenex  continues  following  such Change of
Control,  then (a) all stock options granted by CollaGenex to the Employee prior
to the Change of Control  shall become fully  vested and  exercisable  as of the
date of the Change of Control to the extent such stock  options are  outstanding
and unexercisable at the time of such termination,  and (b) all stock subject to
a right of repurchase by CollaGenex (or its successor)  that was purchased prior
to the Change of Control shall have such right of repurchase  lapse with respect
to all of such shares.

5. Severance Benefits In the Event of an Involuntary Termination.

(a) Termination Following A Change of Control. If the Employee's employment with
CollaGenex  terminates  as a result of an  Involuntary  Termination  at any time
within  twenty-four  (24) months  after a Change of Control,  Employee  shall be
entitled to the following severance benefits:

(i) 1.5  times the  Employee's  base  salary as in effect as of the  Termination
Date,  plus an amount equal to 1.5 times the average  bonus paid to Employee for
the three  fiscal  years prior to the  Termination  Date (pro rated in the event
Employee's  duration of  employment  by  CollaGenex  resulted in less than three
bonus  payments),  less  applicable  withholding,  payable  in a lump sum within
thirty (30) days of the Termination Date; provided, however, if Employee has not
worked

                                      -4-
<PAGE>

long enough to have  received a bonus for a full year of  employment,  an amount
equal  to 1.5  times  the  maximum  bonus  opportunity  for the  year  in  which
employment is terminated  shall be substituted  for the payment based on average
bonus payments referred to above in this subparagraph;

(ii) the same level of health (i.e.,  medical,  vision and dental)  coverage and
benefits as in effect for the Employee on the day immediately  preceding the day
of the Employee's  termination  of employment  for a period of twenty-four  (24)
months; and

(iii)  outplacement/administrative  support for a period of eighteen (18) months
following  the  Termination  Date,  plus  reimbursement  of up to Five  Thousand
Dollars  ($5,000) of out of pocket  expenses  incurred by Employee in connection
with Employee's job search.

(b)  Termination  Apart from a Change of Control.  If the Employee's  employment
with CollaGenex terminates other than as a result of an Involuntary  Termination
within twenty-four (24) months following a Change of Control,  then the Employee
shall not be entitled to receive  severance  or other  benefits as  described in
this Section 5, but may be eligible  for those  benefits (if any) as may then be
established  under  CollaGenex'  then existing  severance and benefits plans and
policies at the time of such termination.

(c) Accrued Wages and Vacation;  Expenses.  Without regard to the reason for, or
the timing of,  Employee's  termination of employment:  (i) CollaGenex shall pay
the  Employee  any unpaid base salary due for periods  prior to the  Termination
Date; (ii) CollaGenex  shall pay the Employee all of the Employee's  accrued and
unused vacation through the Termination Date; and (iii) following  submission of
proper expense reports by the Employee,  CollaGenex shall reimburse the Employee
for  all  expenses  reasonably  and  necessarily  incurred  by the  Employee  in
connection with the business of CollaGenex prior to the Termination  Date. These
payments shall be made promptly upon  termination  and within the period of time
mandated by law.

6. Limitation on Payments. In the event that the option acceleration,  severance
or other  benefits  provided for in this  Agreement or otherwise  payable to the
Employee (i) constitute  "parachute payments" within the meaning of Section 280G
of the Code, and (ii) would be subject

                                      -5-
<PAGE>

to the excise tax imposed by Section 4999 of the Code (the "Excise  Tax"),  then
Employee's benefits under this Agreement shall be either

(a) delivered in full, or

(b)  delivered  to such lesser  extent  which would result in no portion of such
benefits  being subject to the Excise Tax,  whichever of the foregoing  amounts,
taking into account the applicable federal, state and local income taxes and the
Excise Tax,  results in the receipt by Employee on an  after-tax  basis,  of the
greatest  amount of benefits,  notwithstanding  that all or some portion of such
benefits may be taxable under Section 4999 of the Code.

Unless CollaGenex and the Employee otherwise agree in writing, any determination
required under this Section shall be made in writing by CollaGenex'  independent
public accountants (the "Accountants"),  whose determination shall be conclusive
and binding upon the Employee and CollaGenex  for all purposes.  For purposes of
making the  calculations  required by this  Section,  the  Accountants  may make
reasonable  assumptions and approximations  concerning  applicable taxes and may
rely on reasonable,  good faith  interpretations  concerning the  application of
Section 280G and 4999 of the Code.  CollaGenex and the Employee shall furnish to
the Accountants such information and documents as the Accountants may reasonably
request in order to make a determination  under this Section.  CollaGenex  shall
bear all costs the  Accountants  may  reasonably  incur in  connection  with any
calculations contemplated by this Section.

7. Successors.

(a)  Company's  Successors.  Any  successor  to  CollaGenex  (whether  direct or
indirect and whether by purchase, lease, merger,  consolidation,  liquidation or
otherwise) to all or  substantially  all of CollaGenex'  business  and/or assets
shall assume CollaGenex' obligations under this Agreement and agree expressly to
perform  CollaGenex'  obligations under this Agreement in the same manner and to
the same extent as CollaGenex  would be required to perform such  obligations in
the absence of a succession.  For all purposes  under this  Agreement,  the term
"Company"  shall include any  successor to  CollaGenex'  business  and/or assets
which

                                      -6-
<PAGE>


executes and delivers the assumption  agreement described in this subsection (a)
or which becomes bound by the terms of this Agreement by operation of law.

(b) Employee's Successors.  Without the written consent of CollaGenex,  Employee
shall not assign or transfer  this  Agreement or any right or  obligation  under
this Agreement to any other person or entity. Notwithstanding the foregoing, the
terms of this Agreement and all rights of Employee  hereunder shall inure to the
benefit of, and be enforceable by, Employee's personal or legal representatives,
executors,   administrators,   successors,  heirs,  distributees,  devisees  and
legatees.

8. Notices.

(a) General. Notices and all other communications contemplated by this Agreement
shall be in  writing  and shall be deemed to have been duly  given when they are
personally  delivered  or when they are mailed by U.S.  registered  or certified
mail, return receipt requested and postage prepaid. In the case of the Employee,
mailed  notices shall be addressed to the Employee at the home address which the
Employee most  recently  communicated  to CollaGenex in writing.  In the case of
CollaGenex, mailed notices shall be addressed to its corporate headquarters, and
all notices shall be directed to the attention of its Secretary.

(b) Notice of  Termination.  Any  termination  by CollaGenex for Cause or by the
Employee as a result of a voluntary  resignation or an  Involuntary  Termination
shall be  communicated  by a notice of  termination  to the other  party to this
Agreement given in accordance with this Section.  Such notice shall (i) indicate
the specific termination provision in this Agreement relied upon, (ii) set forth
in reasonable detail the facts and circumstances  claimed to provide a basis for
termination under the provision so indicated,  and (iii) specify the Termination
Date (which shall be not more than 30 days after the giving of such notice).  If
the  Employee  fails to include in the  notice  any fact or  circumstance  which
contributes  to a showing of  Involuntary  Termination,  that failure  shall not
waive any right of the  Employee  under this  Agreement or preclude the Employee
from  asserting such fact or  circumstance  in enforcing his or her rights under
this Agreement.

                                      -7-

<PAGE>

9. Miscellaneous Provisions.

(a) No Duty to  Mitigate.  The  Employee  shall not be required to mitigate  the
amount of any payment contemplated by this Agreement, nor shall any such payment
be reduced by any earnings that the Employee may receive from any other source.

(b) Waiver. No provision of this Agreement may be modified, waived or discharged
unless the modification,  waiver or discharge is agreed to in writing and signed
by the  Employee  and by an  authorized  officer of  CollaGenex  (other than the
Employee).  No waiver by either party of any breach of, or of  compliance  with,
any  condition  or  provision  of this  Agreement  by the other  party  shall be
considered a waiver of any other condition or provision or of the same condition
or provision at another time.

(c) Integration.  This Agreement and any outstanding stock option agreements and
restricted stock purchase agreements  referenced in this Agreement represent the
entire agreement and understanding  between the parties as to the subject matter
of this Agreement and supersede all prior or contemporaneous agreements, whether
written or oral,  with respect to this Agreement and any stock option  agreement
or restricted stock purchase agreement.

(d) Choice of Law. The validity, interpretation, construction and performance of
this Agreement shall be governed by the internal  substantive  laws, but not the
conflicts of law rules, of the Commonwealth of Pennsylvania.

(e) Litigation  Expense.  In the event Employee commences  litigation to enforce
rights under this Agreement,  and a final unappealable outcome of the litigation
is an award in favor of  Employee,  in  addition  to the  amount  of the  award,
CollaGenex will reimburse Employee for the costs and expenses of the litigation,
including reasonable attorney fees.

(f)  Severability.  The  invalidity  or  unenforceability  of any  provision  or
provisions of this Agreement shall not affect the validity or  enforceability of
any other  provision  of this  Agreement,  which shall  remain in full force and
effect.


<PAGE>

(g)  Employment  Taxes.  All payments made pursuant to this  Agreement  shall be
subject to withholding of applicable income and employment taxes.

(h) Counterparts.  This Agreement may be executed in counterparts, each of which
shall be deemed an original,  but all of which together will  constitute one and
the same instrument.

IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case
of  CollaGenex  by its duly  authorized  officer,  as of the day and year  first
written above.

COMPANY:                         COLLAGENEX PHARMACEUTICALS,
                                 INC.



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



                                 Title:
                                       -----------------------------------



EMPLOYEE:                        -----------------------------------------
                                 Signature



                                 -----------------------------------------
                                 Printed Name