EXHIBIT 10.01



                                 CHARTER OF THE
                       NOMINATING AND CORPORATE GOVERNANCE
                       COMMITTEE OF THE BOARD OF DIRECTORS

I.    Purpose

      The purpose of the  Nominating  and Corporate  Governance  Committee  (the
"Committee") of the Board of Directors (the "Board") of Cellegy Pharmaceuticals,
Inc. (the  "Company" or "Cellegy") is to discharge the  responsibilities  of the
Board with respect to the following matters:

      o     Identify,  evaluate  and  nominate  candidates  for  appointment  or
            election as members of the Board.

      o     Make recommendations  regarding the structure and composition of the
            Board and committees of the Board.

      o     Develop,  recommend  and  evaluate a code of  business  conduct  and
            ethics applicable to the Company.

      o     Oversee the evaluation of the Board and committees of the Board.

      o     Advise the Board on corporate governance matters.

      The Committee  shall have the  authority to obtain  advice and  assistance
from internal or external legal or other advisors at the Company's  expense.  In
order to carry out its  nomination  duties,  the  Committee  shall have the sole
authority  to  retain  and  terminate  any  search  firm to be used to  identify
candidates to serve as members of the Board.  The Committee  shall have the sole
authority to approve the fees and other  retention  terms of any such  advisors.
The Company shall provide for reasonable  appropriate funding, based on a budget
established  by the  Committee in  consultation  with the Board,  for payment of
compensation  to any such advisors  employed by the  Committee  pursuant to this
charter.

II.   Membership

      All members of the Committee  will be appointed by, and shall serve at the
discretion of, the Board. The Board may elect a member of the Committee to serve
as the Chair of the Committee.  If the Board does not elect a Chair, the members
of the  Committee  may  designate  a Chair  by  majority  vote of the  Committee
membership.

      The Committee  consists of three members of the Board.  Each member of the
Committee  shall meet the  independence  requirements  set forth in the  listing
regulations of The Nasdaq Stock Market.

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III.  Meetings and Minutes

      Meetings of the  Committee  shall be held from time to time, as determined
by the Committee.  In accordance  with the Bylaws of the Company,  the Committee
may take action by unanimous written consent.

      The  Committee  or the  Corporate  Secretary  shall  keep  minutes  of its
proceedings, which minutes shall be retained with the minutes of the proceedings
of the Board.  The  Committee  shall  report to the Board from time to time,  as
requested by the Board and at such other times as determined by the Committee to
be appropriate.

IV.   Responsibilities and Duties

      The following  shall be the principal  responsibilities  and duties of the
Committee. These items are set forth as a guide, with the understanding that the
Committee may  supplement  them as  appropriate  and may establish  policies and
procedures  from time to time that it deems necessary or advisable in fulfilling
its responsibilities.

      Nomination

      o     Identify and recruit qualified candidates to serve as members of the
            Board.

      o     Recommend  all nominees to serve as members of the Board,  including
            those to be  appointed  by the Board and those to be proposed by the
            Board for election at each annual meeting of shareholders.

      o     Consider   nominations   properly   submitted   by   the   Company's
            shareholders  in  accordance  with the  procedures  set forth in the
            Company's Bylaws.

      o     Determine on an annual basis the desired  qualifications,  expertise
            and  characteristics  of the Board,  with the goal of  developing an
            experienced Board.

      o     Make  recommendations  to the  Board  regarding  the  structure  and
            operations, size, and composition of the Board and committees of the
            Board, committee member qualifications, committee member appointment
            and removal, and reporting of committees to the Board.

      o     Establish  procedures  for the  retirement or  replacement  of Board
            members.

      o     Evaluate the  Committee's  composition  and performance on an annual
            basis.

      o     Oversee  the  evaluation  of the Board and other  committees  of the
            Board on an annual basis.

      o     On at least an annual  basis,  prepare a report to the Board with an
            assessment  of  the  Board  and  the  committees  of the  Board  and
            recommendations  for improvements of the operations of the Board and
            the
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            committees   of  the   Board,   including   use  of  data  from  the
            Institutional Shareholders Services (ISS) reports.

      Corporate Governance

      o     Develop and  recommend,  and review on at least an annual  basis and
            recommend any changes,  to the Board a code of business  conduct and
            ethics (the "Code of Business Conduct and Ethics") applicable to the
            Company,  that  complies  with  the  rules  and  regulations  of the
            Securities and Exchange  Commission and The Nasdaq Stock Market,  as
            they may be amended from time to time.

      o     Review and assess, on at least an annual basis, the adequacy of this
            charter  and the Code of Business  Conduct and Ethics and  recommend
            any changes for approval by the Board.

      o     Recommend  that the Board  establish  special  committees  as may be
            desirable  or  necessary  from  time  to time in  order  to  address
            ethical, legal or other matters that may arise.

      o     Oversee the implementation and maintenance of an orientation program
            for  new  directors  and a  continuing  education  program  for  all
            directors.

      o     Perform any other  activities  required by applicable  law, rules or
            regulations,  including  the rules of the  Securities  and  Exchange
            Commission and any exchange or market on which the Company's capital
            stock is traded,  and perform other  activities  that are consistent
            with this charter,  the Company's  Certificate of Incorporation  and
            Bylaws,  and  governing  laws,  as the  Committee or the Board deems
            necessary or appropriate.

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