UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.


                                   FORM 10-K/A
                                (Amendment No.1)


[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934

                   For the fiscal year ended December 31, 2000

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                    For the transition period from ______ to

                         Commission file number 1-10352

                           COLUMBIA LABORATORIES, INC.
               (Exact name of Company as specified in its charter)

           Delaware                                              59-2758596
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

           100 North Village Avenue, Suite 32
           Rockville Centre, New York                            11570
(Address of principal executive offices)                      (Zip Code)

Company's telephone number, including area code: (516) 766-2847

Securities registered pursuant to Section 12(b) of the Act:

Common Stock, $.01 par value                       American Stock Exchange
  (Title of each class)                      (Name of exchange where registered)

         Indicate by check mark whether the Company (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the Company
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES X NO

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]

         The aggregate market value of Columbia Laboratories, Inc. Common Stock,
$.01 par value, held by non-affiliates, computed by reference to the price at
which the stock was sold as of February 28, 2001: $169,220,438.

         Number of shares of Common Stock of Columbia Laboratories, Inc. issued
and outstanding as of February 28, 2001: 30,783,794.


<PAGE>

                                EXPLANATORY NOTE


This Amendment No. 1 to the Registrant's Annual Report on Form 10-K/A is being
filed in order to correct the number of authorized shares of Registrant's common
stock reported on page F-4 of the Consolidated Balance Sheets as of December 31,
2000 and 1999, filed as part of the Registrant's Annual Report on Form 10-K.

<PAGE>

                                     PART I

Item 1. Business

General Description of Business

         Columbia Laboratories, Inc. (the "Company") was incorporated as a
Delaware corporation in December 1986. The Company's objective is to develop
unique pharmaceutical products that treat female specific diseases and
conditions including infertility, dysmenorrhea, endometriosis and hormonal
deficiencies. Columbia's research in endocrinology has also led to the
development of a product to treat "Andropause" in men. Columbia's products
primarily utilize the Company's patented bioadhesive delivery technology, the
("Bioadhesive Delivery System").

         Formulated products utilizing the Bioadhesive Delivery System consist
principally of a polymer, polycarbophil, and an active ingredient. The
Bioadhesive Delivery System is based upon the principle of bioadhesion, a
process by which the polymer adheres to epithelial surfaces and to mucin, a
naturally occurring secretion of the mucous membranes. The polymer remains
attached to epithelial surfaces and/or the mucin and is discharged upon normal
cell turnover or upon the detachment of the mucin from the mucous membranes, a
physiological process which, depending upon the area of the body, occurs every
12 to 72 hours. This extended period of attachment permits the Bioadhesive
Delivery System to be utilized in products when extended duration of
effectiveness is desirable or required.

         The Company has focused on women's health care because of the
significant number of women whose health and hygiene needs have not been met by
available products and because the Company has found vaginal delivery to be
particularly effective. The Company intends to continue to develop products that
improve the delivery of previously approved drugs.

         The Company's principal executive offices are located at 100 North
Village Avenue, Suite 32, Rockville Centre, New York 11570, and its telephone
number is (516) 766-2847. The Company's subsidiaries, all of which are
wholly-owned, are Columbia Laboratories (Bermuda) Ltd. ("Columbia Bermuda"),
Columbia Laboratories (France) SA ("Columbia France"), Columbia Laboratories
(UK) Limited ("Columbia UK") and Columbia Research Laboratories, Inc. ("Columbia
Research").

         Except for historical information contained herein, the matters
discussed in this document are forward looking statements made pursuant to the
safe harbor provisions of the Securities Litigation Reform Act of 1995. Such
statements involve risks and uncertainties, including but not limited to
economic, competitive, governmental and technological factors affecting the
Company's operations, markets, products and prices, and other factors discussed
elsewhere in this report.

Financial Information About Segment

         The Company is currently engaged solely in one business segment -- the
development and sale of pharmaceutical products and cosmetics. See footnote 8 to
the consolidated financial statements for information on foreign operations.

Products

         Crinone(R). The Company's first prescription drug is a sustained
release, vaginally delivered, natural progesterone product. Crinone utilizes the
Company's patented Bioadhesive Delivery System which enables the progesterone to
achieve a "First Uterine Pass Effect"(C). Crinone is the first product to
deliver progesterone directly to the uterus, thereby maximizing therapeutic
benefit and avoiding side effects seen with orally-delivered synthetic
progestins.


                                       2
<PAGE>


         In May 1997, the Company received U.S. marketing approval for Crinone
from the U.S. Food and Drug Administration ("FDA") for use as a progesterone
supplementation or replacement as part of an Assisted Reproductive Technology
(ART) treatment for infertile women with progesterone deficiency. In July 1997,
the Company received U.S. marketing approval for Crinone from the FDA for the
treatment of secondary amenorrhea (loss of menstrual period).

         Outside the U.S., Crinone has been approved for marketing for one or
more medical indications in more than 28 countries. The medical indications
include the treatment of secondary amenorrhea, progesterone supplementation or
replacement as part of an ART treatment for infertile women, the prevention of
hyperplasia and endometrial cancer in post-menopausal women receiving hormone
replacement therapy ("HRT"), the reduction of symptoms of premenstrual syndrome
("PMS"), menstrual irregularities, dysmenorrhea and dysfunctional uterine
bleeding.

         In May 1995, the Company entered into a worldwide, except for South
Africa, license and supply agreement with American Home Products Corporation
("AHP") under which the Wyeth-Ayerst Laboratories division of AHP market
Crinone. Under the terms of the agreement, the Company earned $17 million in
milestone payments to date and may receive additional milestone payments, if the
conditions are met. The Company also supplied Crinone at a price equal to 30% of
AHP's net selling price. On July 2, 1999, AHP assigned the license and supply
agreement to Ares-Serono ("Serono"), a Swiss pharmaceutical company. Serono paid
$68 million to AHP for the rights to Crinone and assumed AHP's financial
obligations to the Company.

         Advantage-S(R). Advantage-S, the Company's female contraceptive gel
utilizes the Bioadhesive Delivery System with the active ingredient nonoxynol-9
(the "Product") and it has been marketed in the United States by the Company
since July 1998 under an existing monograph for nonoxynol-9 spermicidal
products. The Product had been marketed in the United States under the tradename
Advantage 24(R) by Lake Pharmaceuticals, Inc. ("Lake"). In July 1997, the FDA
alleged that the monograph did not permit a claim for 24-hour effectiveness.
Although, the Company believes that its claim for 24-hour effectiveness was
valid, it agreed with the FDA in February 1998 to market the Product without a
claim for 24-hour effectiveness under the tradename of Advantage-S. During the
period in which the Company was disputing the FDA allegations, the Company
terminated its license agreement with Lake. In July 1998, the Company began
marketing the Product in the United States under the tradename Advantage-S. In
March 2000, the Company paid Lake $1,200,000 ($600,000 in cash and $600,000 in
the form of Company common stock) and therefore, reacquired the United States
rights to Advantage-S. Among Advantage-S benefits is that it utilizes the
Company's Bioadhesive Delivery System, which enables the nonoxynol-9 to adhere
to the cervix.

         Replens(R). Replens replenishes vaginal moisture on a sustained basis
and relieves the discomfort associated with vaginal dryness. Replens was the
first product utilizing the Bioadhesive Delivery System. Replens was marketed in
the United States by the Company after it reacquired the marketing rights from
the Warner-Lambert Company on April 1, 1998. In May 2000, the Company sold the
U.S. rights for Replens to Lil' Drug Store Products, Inc. for $4.5 million.
Additionally, Lil' Drug Store agreed to buy up to $500,000 of Replens inventory
from the Company and to pay future royalties of up to $2 million equal to 10% of
future U.S. Replens sales. Replens is marketed by various pharmaceutical
companies throughout the rest of the world.

         Other Products. The Company also marketed until April 2000 Advanced
Formula Legatrin PM(R), for the relief of occasional pain and sleeplessness
associated with minor muscle aches such as night leg cramps; Legatrin(R) GCM
Formula(TM), which nutritionally supports healthy joint function; Vaporizer in a
bottle(R), a portable cough suppressant for the temporary relief of a cough due
to the common cold; and Diasorb(R), a pediatric antidiarrheal product. These
products do not utilize the Bioadhesive Delivery System. In May 2000, the
Company licensed these products to Lil' Drug Store Products, Inc. Under the
terms of these agreements, the Company will receive license fees equal to 20% of
the license's net sales. These agreements each have five-year terms with
provisions for renewal and contain options that allow for the acquisition of the
products by the licensee. On December 29,2000, Lil' Drug Store purchased
Vaporizer in a Bottle for $201,800.


                                       3
<PAGE>


         In March 1999, the Company entered into a license and supply agreement
with Mipharm SpA under which Mipharm SpA will be the exclusive marketer of the
Company's previously unlicensed women's healthcare products in Italy, Portugal,
Greece and Ireland with a right of first refusal for Spain. Under the terms of
the agreement, the Company received $462,500, net of expenses, in 1999 and
expects to receive future milestone payments, as the Company makes products
available. In the second quarter of 2000, the first product made available under
this agreement, was launched in Italy by Mipharm SpA. It is a vaginal gel, trade
name MipHil, that prevents vaginal odor. The Company is currently exploring its
options to have this product, which requires no prescription, marketed in the
United States.

Research and Development

         The Company expended $5.2 million in 2000, $6.7 million in 1999 and
$7.8 million in 1998 on research and development activities. The expenditures
are primarily the result of costs associated with contracting for, supervising
and administering the clinical studies on the Company's Crinone, Advantage-S,
Chronodyne and Testosterone Bioadhesive Tablet products. These studies are
coordinated from the Company's New York and Paris offices.

         Testosterone Progressive Hydration Buccal Tablet. In August 1998, the
Company announced that studies had been completed demonstrating that its
patented progressive hydration buccal tablet can completely replace the normal
amount of testosterone produced by men. The new progressive hydration buccal
tablet which is only 9 mm in diameter and insensible after being inserted into
the mouth, has been shown to deliver physiologic levels of testosterone. This
contrasts with large transdermal patches which produce sub-physiologic levels
and gels which may be inexact as to dosing and messy. Phase III research trials
are being conducted in both the United States and Europe and the Company expects
to submit regulatory filings by the end of 2000.

Testosterone has traditionally been used to treat hypogonadel men. Hypogonadism
in men is characterized by a deficiency or absence of endogenous testosterone
production. However, recent data has demonstrated that men with low levels of
testosterone may be at a greater risk of having a heart attack. Like the failure
of the ovaries in menopausal women to produce estrogen, decreased production of
testosterone in men may lead to a condition called "Andropause". The advent of
Andropause in men may have the same impact as menopause in women- increased risk
of cardiovascular disease, Alzheimer's disease and ultimately osteoporosis.

Research sponsored by the Company has shown that testosterone apparently plays
the same role in men as estradiol does in women, i.e., it acts as a potent
coronary dilator. Acute administration of testosterone improves exercise-induced
myocardial ischemia in men with coronary artery disease. Columbia's testosterone
bioadhesive buccal tablet may play an important role in the treatment of angina
and in the secondary prevention of a heart attack.

         Testosterone Progressive Hydration Vaginal Tablet. The Company
completed, in October 2000, a Phase I trial of its Testosterone Progressive
Hydration Vaginal Tablet for women. The study demonstrates that testosterone
could be delivered vaginally over a period of days. In the Phase II trial, not
currently scheduled, Columbia will seek to refine the dose to achieve
physiological levels in serum/brain/bone while at the same time producing
supraphysiological levels in the endometrium, the lining of the uterus. Because
of Columbia's patented "First Uterine Pass Effect", we hope to establish that
this small tablet, 6 mm in diameter, used twice a week will enhance libido,
provide an increased sense of well being, decrease the risk of osteoporosis and
also produce an atrophic endometrium. If successful, potential clinical uses
will be:
     (1)  To shrink the portion of fibroids that sticks into the endometrium and
          causes severe bleeding which often becomes an indication for
          hysterectomy. 15% of women in the general population and as many as
          50% of African American women above the age of 35 have fibroids. There
          is no approved medical therapy for fibroids.
     (2)  To create a no-bleed menopause regimen that eliminates the need for a
          progestational agent and simultaneously gives all the benefits of
          testosterone. In the United States alone, approximately 5 million
          intact women take hormone replacement therapy.


                                       4
<PAGE>


         Chronodyne(R). In June 1998, the Company announced that it had been
granted an Investigational New Drug Application ("IND") by the FDA for
terbutaline in Columbia's patented bioadhesive vaginal delivery system. This
product is intended to relax the uterus and prevent uterine dyskinesia (abnormal
contractions), and therefore may be useful in the treatment of disorders such as
dysmenorrhea, difficult and painful menstruation and for the treatment and
prevention of endometriosis, the growth of endometrial tissue outside the
uterus. Dysmenorrhea is a disorder that afflicts nearly 25 million women in the
U.S. which is more than 30% of all menstruating women. Endometriosis effects 5
million women in the U.S. of whom 30 to 40% are infertile.

This vaginal form of terbutaline, trademarked Chronodyne by Columbia, takes
advantage of the Company's patented "First Uterine Pass Effect" whereby the drug
is preferentially delivered to the uterus. This results in high concentrations
in the uterus, the target organ, and low concentrations in the systemic
circulation thereby minimizing the potential for side effects. Pharmacokinetic
studies have demonstrated that when Chronodyne is administered vaginally the
common side effects of tachycardia (rapid heart rate) and tremor are avoided
because the systemic serum levels of terbutaline are only a fraction of that
seen after oral administration.

Chronodyne represents a new approach in the treatment of dysmenorrhea.
Traditionally, analgesics are used by women after the pain occurs with the
result that only partial relief is obtained. Chronodyne can prevent pain from
occurring by addressing the root cause of dysmenorrhea, painful uterine
contractions. Chronodyne would be used at the first sign of dysmenorrhea,
therefore preventing painful contractions.

It is a widely held theory that endometriosis can be a result of retrograde
(backward-flowing) menstruation. Endometriosis can occur when endometrial tissue
flows backward through the fallopian tubes and attaches to nearby pelvic
structures, such as the ovary, and then grows. It has been shown that many women
who develop endometriosis have a long history of dysmenorrhea. It has been shown
that women with endometriosis have an abnormality of uterine contractility which
prevents sperm from reaching the fallopian tubes, thereby causing infertility.
The Company believes that Chronodyne can normalize uterine contractility and
restore fertility.

Patents, Trademarks and Protection of Proprietary Information

         The Company purchased the patents underlying the Bioadhesive Delivery
System from Bio-Mimetics, Inc. ("Bio-Mimetics"). The basic patent that covers
the Bioadhesive Delivery System was issued in the United States in 1986 and by
the European Patent Office in 1992. The Company has the exclusive right to the
use of the Bioadhesive Delivery System subject to certain third party licenses
issued by Bio-Mimetics that have been assigned to the Company and certain
restrictions on the assignment of the patents. See "Management's Discussion and
Analysis of Financial Conditions and Results of Operations."

         During 2000, there were three United States patents granted to the
Company. The first patent was for the use of the polycarboxylic acid polymers to
treat vaginal infections. The second patent was for using progesterone alone for
treating or reducing ischemia. The third patent was for a pharmaceutical
composition for treating dysmenorrhea and premature labor.

         During 1999, there were two United States patents granted to the
Company. The first patent was for a method of treating or reducing ischemia or
incidence of cardiovascular events by administering progesterone to increase the
effects of estrogen. The second patent was for the composition and method of
moisturizing mammalian membranous tissue.


                                       5
<PAGE>


         During 1996, the Company was granted United States patents covering
vaginal moisturization and the direct transport of progesterone to the uterus.
In addition, a patent covering the treatment of ischemia through the delivery of
Crinone was filed in the United States. The Company is continuing to develop the
core Bioadhesive Delivery System and has filed additional patent applications
covering tissue moisturization, vaginal moisturization and progesterone
delivery. While patent applications do not ensure the ultimate issuance of a
patent, it is the Company's belief that patents based on these applications will
issue.

         Because the Company operates on a worldwide basis, the Company seeks
worldwide patent protection for its technology and products. While having patent
protection cannot ensure that no competitors will emerge, this is a fundamental
step in protecting the technologies of the Company.

         The Company has filed "Replens", "Advantage 24", "Advantage-S",
"Advantage-LA", "Crinone" and "Chronodyne"as trademarks in countries throughout
the world. Applications for the registration of trademarks do not ensure the
ultimate registration of these marks. The Company believes these marks will be
registered. In addition, there can be no assurance that such trademarks will
afford the Company adequate protection or that the Company will have the
financial resources to enforce its rights under such trademarks.

         The Company also relies on confidentiality and nondisclosure
agreements. There can be no assurance that other companies will not acquire
information which the Company considers to be proprietary. Moreover, there can
be no assurance that other companies will not independently develop know-how
comparable to or superior to that of the Company.

Manufacturing

         Crinone, Advantage-S, Advantage 24, Advantage-LA and Replens are
currently being manufactured and packaged by third-party manufacturers in Europe
utilizing the "form, fill and seal" single step manufacturing process.

         Medical grade, cross-linked polycarbophil, the polymer used in the
Company's products utilizing the Bioadhesive Delivery System, is currently
available from only one supplier, B.F. Goodrich Company ("Goodrich"). The
Company believes that Goodrich will supply as much of the material as the
Company may require because the Company's products rank among the highest
value-added uses of the polymer. There can be no assurance that Goodrich will
continue to supply the product. In the event that Goodrich cannot or will not
supply enough of the product to satisfy the Company's needs, the Company will be
required to seek alternative sources of polycarbophil. There can be no assurance
that an alternative source of polycarbophil will be obtained.

         All of the other raw materials used by the Company for its products
utilizing the Bioadhesive Delivery System are available from several sources.

Over-the-Counter Drugs

         The Company currently markets one over-the-counter product,
Advantage-S, which is sold to drug wholesalers, mass merchandisers and chain
drug stores. The Company utilizes approximately 20 drug manufacturers'
representative firms to make calls on the Company's trade customers. The
manufacturers' representatives receive commissions based on sales made within
their respective territories.


                                       6
<PAGE>


Sales

         The following table sets forth the percentage of the Company's
consolidated net sales by product, for each product accounting for 5% or more of
consolidated net sales in any of the three years ended December 31, 2000.

                                       2000           1999           1998
                                     ----------     ----------    -----------
Crinone                                  73%            56%           25%
Replens                                  12             24            40
Legatrin PM/Legatrin GCM                  7             12            26
Other Products and License Fees           8              8             9
                                     ----------     ----------    -----------
                                        100%           100%          100%
                                     ==========     ==========    ===========

Ares-Serono accounted for approximately 73% of 2000 consolidated net sales. AHP
and Ares-Serono accounted for approximately 56% of 1999 consolidated net sales.
AHP accounted for approximately 25% of 1998 consolidated net sales. A retail
customer accounted for approximately 5%, 9% and 15% of 2000, 1999 and 1998
consolidated net sales, respectively. Another customer accounted for
approximately 5% of 1999 consolidated net sales.

Competition

          While the Company has entered into the strategic alliance agreements
for the marketing of its women's health care products, there can be no assurance
that the Company and its partners will have the ability to compete successfully.
The Company's success to a great extent is dependent on the marketing efforts of
its strategic alliance partners, over which the Company has limited ability to
influence. The markets which the Company and its strategic alliance partners
operate in or intend to enter are characterized by intense competition. The
Company and its partners compete against established pharmaceutical and consumer
product companies which market products addressing similar needs. In addition,
numerous companies are developing or, in the future, may develop enhanced
delivery systems and products competitive with the Company's present and
proposed products. Some of the Company's and its partners' competitors possess
greater financial, research and technical resources than the Company or its
partners. Moreover, these companies may possess greater marketing capabilities
than the Company or its partners, including the resources to implement extensive
advertising campaigns.

          Crinone, although a natural progesterone product, competes in markets
with other progestins, both synthetic and natural, which may be delivered
orally, by injections or by suppositories. Some of the more successful orally
dosed products include Provera marketed by the Upjohn Company and Prempro and
Premphase marketed by AHP. Although the Company is not aware of any product
incorporating rate-controlled technology with respect to vaginal lubrication,
the Company believes that Replens competes in the same markets as K-Y Jelly(R)
and Gyne-Moisturin(R), vaginal lubricants marketed by Johnson & Johnson
Products, Inc. and Schering-Plough Corporation, respectively. The Company also
believes that Advantage-S, Legatrin PM and Diasorb compete against numerous
products in their respective categories and that Vaporizer in a bottle(R)
competes against Vicks Vaporsteam, a product distributed by Richardson-Vicks,
Inc.


                                       7
<PAGE>


Government Regulation

          The Company is subject to both the applicable regulatory provisions of
the FDA in the United States and the applicable regulatory agencies in those
foreign countries where its products are manufactured and/or distributed.

          As in the United States, a number of foreign countries require
premarketing approval by health regulatory authorities. Requirements for
approval may differ from country to country and may involve different types of
testing. There can be substantial delays in obtaining required approvals from
regulatory authorities after applications are filed. Even after approvals are
obtained, further delays may be encountered before the products become
commercially available.

          In the United States, manufacturers of pharmaceutical products are
subject to extensive regulation by various Federal and state governmental
entities relating to nearly every aspect of the development, manufacture and
commercialization of such products. The FDA, which is the principal regulatory
authority in the United States for such products, has the power to seize
adulterated or misbranded products and unapproved new drugs, to require their
recall from the market, to enjoin further manufacture or sale and to publicize
certain facts concerning a product. As a result of FDA regulations, pursuant to
which new pharmaceuticals are required to undergo extensive and rigorous
testing, obtaining premarket regulatory approval requires extensive time and
cash expenditures. The manufacturing of the Company's products which are either
manufactured and/or sold in the United States, is subject to current Good
Manufacturing Practices prescribed by the FDA. The labeling of over-the-counter
drugs in the United States, as well as advertising relating to such products,
are subject to the review of the Federal Trade Commission ("FTC") pursuant to
the general authority of the FTC to monitor and prevent unfair or deceptive
trade practices.

Product Liability

          The Company may be exposed to product liability claims by consumers.
Although the Company presently maintains product liability insurance coverage in
the amount of $15 million, there can be no assurance that such insurance will be
sufficient to cover all possible liabilities. In the event of a successful suit
against the Company, insufficiency of insurance coverage could have a materially
adverse effect on the Company.

Employees

          As of February 28, 2001, the Company had 27 employees, 4 in
management, 10 in research and development administration, 5 in manufacturing, 2
in marketing, and 6 in support functions. None of the Company's employees are
represented by a labor union. The Company believes that its relationship with
its employees is satisfactory.

          The Company has employment agreements with certain employees, some of
whom are also stockholders of the Company. See "Executive
Compensation--Employment Agreements."

Item 2. Properties

          As of February 28, 2001, the Company leases the following properties:

<TABLE>
<CAPTION>
                                                                                           Annual
    Location                     Use                  Square feet          Expiration       Rent
    --------                     ---                  -----------          ----------       ----
<S>                        <C>                           <C>               <C>             <C>
Paris, France              Research admin office         9,500             August 2004     206,000(1)
Paris, France              Business residence            2,600             June 2001        29,000
Rockville Center, NY       Corporate & Research          2,500             October 2004     79,000
                           Administration office
</TABLE>

     (1)  For the Year 2001. Thereafter, $78,000 per year for 2,100 square feet.


                                       8
<PAGE>


Item 3. Legal Proceedings

         The Company filed an action in the United States District Court for the
Southern District of Florida ("Florida Action") in November 1997 seeking a
declaratory judgement on certain issues related to its relationship with Lake
Consumer Products, Inc. ("Lake") as governed in the contract between the Company
and Lake. Lake filed an action against the Company in the United States District
Court, Northern District of Illinois ("Illinois Action") , for damages alleged
by Lake to have been suffered by it as a result of the FDA's allegations in July
1997 that the Company's nonoxynol-9 product, then marketed by Lake under the
tradename Advantage 24, was not permitted to be sold under the monograph. The
IllinoisAction was dismissed by the Illinois Court and transferred to the
Florida Court for consolidation as a counterclaim in the Florida Action. On
March 16, 2000, the Company and Lake settled all outstanding issues in the
consolidated Florida Action by the Company having bought out the contract for
the sum of $1,200,000 ($600,000 in cash and $600,000 in the form of Company
common stock). As a result, the Company reacquired the U.S. rights to the
Advantage product and both parties agreed to have their legal actions dismissed.

         In June and July 2000, six class action lawsuits were filed in the
United States District Court for the Southern District of Florida purportedly on
behalf of purchasers of the Company's common stock during the period from
November 8, 1999 to June 9, 2000. These lawsuits were later combined into one.
The complaints allege, among other things, that the Company and William Bologna,
David Weinberg and Norman Meier made materially misleading statements and
omissions about the likely prospects for two of the Company's products in
violation of the federal securities laws. The Company and the individual
defendants have filed a motion to dismiss the complaint. The Company intends to
defend the lawsuit vigorously.

         Other claims and law suits have been filed against the Company. In the
opinion of management and counsel, none of these lawsuits are material and they
are all adequately reserved for or covered by insurance or, if not so covered,
are without any or have little merit or involve such amounts that if disposed of
unfavorably would not have a material adverse effect on the Company.

Item 4. Submission of Matters to a Vote of Security Holders
None.


                                       9
<PAGE>

                                     PART II

Item 5. Market for the Company's Common Stock and Related Stockholder Matters

         The Company's $.01 par value Common Stock ("Common Stock") trades on
the American Stock Exchange under the symbol COB. The following table sets forth
the high and low sales prices of the Common Stock on the American Stock
Exchange, as reported on the Composite Tape.

                                                    High               Low
                                                    ----               ---
Fiscal Year Ended December 31, 1999
-----------------------------------

         First Quarter                              $6.81            $2.88
         Second Quarter                              9.06             5.88
         Third Quarter                               8.69             5.69
         Fourth Quarter                              8.31             5.50


Fiscal Year Ended December 31, 2000
-----------------------------------

         First Quarter                             $17.94            $6.31
         Second Quarter                             12.94             4.69
         Third Quarter                               8.25             4.44
         Fourth Quarter                              7.00             3.75

         At February 28, 2001, there were 400 shareholders of record of the
Company's Common Stock, although the Company estimates that there are
approximately 9,500 beneficial owners, 2 shareholders of record of the Company's
Series B Convertible Preferred Stock ("Series B Preferred Stock") and 14
shareholders of record of the Company's Series C Convertible Preferred Stock
("Series C Preferred Stock").

         On January 31, 2001, the Company completed an offering of 288,462
shares of the Company's Common Stock, under its shelf Registration Statement on
Form S-3 (Registration No. 333-38230), as amended by Post-Effective Amendment
No. 1 thereto filed on February 6, 2001 (the "Registration Statement"), a base
Prospectus dated May 31, 2000 (the "Prospectus"), and the related Prospectus
Supplement dated January 31, 2001, pursuant to Stock Purchase Agreement (the
"Agreement"), dated as of January 31, 2001, between the Company and Ridgeway
Investment Limited. The shares of Common Stock were sold at a price of $5.20 per
share, calculated based on a small negotiated discount to the market price on
January 31, 2001.

         On February 6, 2001, the Company entered into a Common Stock Purchase
Agreement (the "Purchase Agreement") with Acqua Wellington North American
Equities Fund, Ltd. ("Acqua Wellington") to sell up to $20 million of the Common
Stock, under the Registration Statement, the Prospectus, and the related
Prospectus Supplement dated February 6, 2001. Pursuant to the Purchase
Agreement, the Company may, from time to time over the term of the Purchase
Agreement and at its sole discretion, issue and sell to Acqua Wellington up to
$20 million of the Common Stock, subject to certain conditions, at a price per
share based on the daily volume weighted average price of the Common Stock over
a certain period of time less a discount ranging from 5% to 7%. In addition,
during the period in which the Company elects to issue and sell shares of the
Common Stock to Acqua Wellington, the Company may also, at its sole discretion,
grant Acqua Wellington a call option at the same discount for the applicable
period to purchase additional shares of the Common Stock up to the applicable
amount being sold by the Company in such period, subject to the overall limit of
$20 million described above.


                                       10
<PAGE>


         On May 2000, the Company granted to Ryan Beck & Co. Inc. and certain
employees, as part of a services agreement, warrants to purchase up to an
aggregate of 12,500 shares of common stock at an exercise price of $7.0625 per
share.

         Between January 7, 1999 and February 1, 1999 the Company sold (i) 6,660
shares of Series C Convertible Preferred Stock, convertible into shares of the
Company's Common Stock, par value $.01 (the "Series C Convertible Preferred
Stock"), and (ii) warrants to purchase up to an aggregate of 233,100 shares of
Common Stock at an exercise price of $3.50 per share (the "Series C Warrants")
for an aggregate purchase price of $6,660,000. The Series C Preferred Stock may
be converted into Common Shares at a conversion price equal to the lesser of (i)
$3.50 and (ii) 100% of the average of the closing prices of the Common Shares as
reported on the AMEX for the three Trading Days immediately preceding the date
of conversion. In accordance with Rule 501 of Regulation D under the Securities
Act of 1933 (the "Securities Act"), it was not necessary in connection with the
offer, sale and delivery of the Series C Preferred Stock to register the Series
C Preferred Stock under the Securities Act.

         On January 28, 1999 the Company granted to Shephard Lane and Anthony
Campbell, in exchange for services performed, warrants to purchase up to an
aggregate of 125,000 shares of Common Stock at an exercise price of $4.8125 per
share.

         On January 28, 1999 and September 23, 1999, the Company granted to
James Apostolakis, warrants to purchase up to an aggregate of 100,000 and 75,000
shares, respectively, of common stock at an exercise price of $4.8125 and $7.50,
respectively, per share.

         On October 25, 1999, the Company granted to Ryan Beck & Co., Inc. and
certain employees, as part of a services agreement, warrants to purchase up to
an aggregate of 12,500 shares of common stock at an exercise price of $7.0625
per share.

         On August 31, 1998 the Company granted to Value Management & Research
AG a warrant to purchase up to an aggregate of 120,000 shares of Common Stock at
an exercise price of $5.00 per share in exchange for consulting services
performed.

         The Series A Preferred Stock pays cumulative dividends at a rate of 8%
per annum payable quarterly on the first business day of the subsequent quarter,
however, the dividend amounting to $66.00 was paid prior to December 31, 2000.
The Series C Preferred Stock issued in January 1999 pays cumulative dividends at
a rate of 5% per annum payable quarterly on the last day of the quarter.

         The Company has never paid a cash dividend on its Common Stock and does
not anticipate the payment of cash dividends in the foreseeable future. The
Company intends to retain any earnings for use in the development and expansion
of its business.

         Applicable provisions of the Delaware General Corporation Law may
affect the ability of the Company to declare and pay dividends on its Common
Stock as well as on its Preferred Stock. In particular, pursuant to the Delaware
General Corporation Law, a company may pay dividends out of its surplus, as
defined, or out of its net profits, for the fiscal year in which the dividend is
declared and/or the preceding year. Surplus is defined in the Delaware General
Corporation Law to be the excess of net assets of the company over capital.
Capital is defined to be the aggregate par value of shares issued.


                                       11
<PAGE>


Item 6. Selected Financial Data

         The following selected financial data (not covered by the auditor's
report) have been summarized from the Company's consolidated financial
statements and are qualified in their entirety by reference to, and should be
read in conjunction with such consolidated financial statements and Item 7,
"Management's Discussion and Analysis of Financial condition and Results of
Operations" of this Report.

<TABLE>
<CAPTION>
                                                          For the Years Ended December 31,
                                            2000       1999        1998        1997         1996
                                         ---------------------------------------------------------
Statement of Operations Data: (000's except  per share data)
<S>                                        <C>       <C>          <C>         <C>          <C>
Net sales                                  $13,173   $18,921      $10,018     $16,547      $5,646
Net income ( loss) (1)                      (2,603)   (2,210)     (13,860)        763     (13,079)
Income (loss) per common share               (0.09)    (0.09)       (0.48)       0.03       (0.47)
Weighted average number
  of common shares outstanding-diluted      30,235    28,853       28,679      29,982      27,615

Balance Sheet Data: (000's)

Working capital (deficiency)               $10,936    $3,441      ($1,401)     $5,140        $720
Total assets                                15,519    12,988       11,880      15,002       9,980
Long-term debt                              10,000    10,000       10,000          --          --
Stockholders' equity (deficiency)            3,494      (274)      (4,333)      8,814       4,673
</TABLE>

(1) 1999, 1998, 1997 and 1996 net income (loss) includes approximately $463,000,
$73,000, $7.0 million and $2.0 million, respectively, of license fee income.


                                       12
<PAGE>


Item 7. Management's Discussion and Analysis of Financial Conditions and Results
of Operations


Forward-Looking Information

          The Company and its representatives from time to time make written or
verbal forward looking statements, including statements contained in this and
other filings with the Securities and Exchange Commission and in the Company's
reports to stockholders, which are made pursuant to the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995. Such statements
include, without limitation, the Company's expectations regarding sales,
earnings or other future financial performance and liquidity, product
introductions, entry into new geographic regions and general optimism about
future operations or operating results. Although the Company believes that its
expectations are based on reasonable assumptions within the bounds of its
knowledge of its business and operations, there can be no assurance that actual
results will not differ materially from its expectations. Factors that could
cause actual results to differ from expectations include, without limitation:
(i) increased competitive activity from companies in the pharmaceutical
industry, some of which have greater resources than the Company; (ii) social,
political and economic risks to the Company's foreign operations, including
changes in foreign investment and trade policies and regulations of the host
countries and of the United States; (iii) changes in the laws, regulations and
policies, including changes in accounting standards, that affect, or will
affect, the Company in the United States and abroad; (iv) foreign currency
fluctuations affecting the relative prices at which the Company and foreign
competitors sell their products in the same market; (v) failure to develop the
Company's products or delay in development of the Company's products and (vi)
the timely completion of studies and approvals by the FDA and other regulatory
agencies. Additional information on factors that may affect the business and
financial results of the Company can be found in filings of the Company with the
Securities and Exchange Commission. All forward-looking statements should be
considered in light of these risks and uncertainties. The Company assumes no
responsibility to update forward-looking statements made herein or otherwise.

Liquidity and Capital Resources

          Cash and cash equivalents increased from approximately $1,982,000 at
December 31, 1999 to approximately $7,595,000 at December 31, 2000. The Company
received approximately $4.1 million, net of expenses, from Lil' Drug Stores,
Inc. for the sale of Replens and approximately $5,891,000 from the exercise of
options and warrants. Offsetting these two items was the approximately
$3,588,000 of cash used in operations and $525,000 used to acquire licensing
rights. Additionally, the Company paid $218,000 in dividends.

         On January 31, 2001, the Company completed an offering of 288,462
shares of the Company's Common Stock, under the Registration Statement, the base
Prospectus and the related Prospectus Supplement dated January 31, 2001,
pursuant to the Agreement, dated as of January 31, 2001, between the Company and
Ridgeway Investment Limited. The shares of Common Stock were sold at a price of
$5.20 per share, calculated based on a small negotiated discount to the market
price on January 31, 2001.

          On February 6, 2001, the Company entered into the Purchase Agreement
with Acqua Wellington to sell up to $20 million of the Common Stock, under the
Registration Statement, the Prospectus, and the related Prospectus Supplement
dated February 6, 2001. Pursuant to the Purchase Agreement, the Company may,
from time to time over the term of the Purchase Agreement and at its sole
discretion, issue and sell to Acqua Wellington up to $20 million of the Common
Stock, subject to certain conditions, at a price per share based on the daily
volume weighted average price of the Common Stock over a certain period of time
less a discount ranging from 5% to 7%. In addition, during the period in which
the Company elects to issue and sell shares of the Common Stock to Acqua
Wellington, the Company may also, at its sole discretion, grant Acqua Wellington
a call option at the same discount for the applicable period to purchase
additional shares of the Common Stock up to the applicable amount being sold by
the Company in such period, subject to the overall limit of $20 million
described above.


                                       13
<PAGE>


         In January 1999, the Company raised approximately $6.4 million, net of
expenses, from the issuance and sale of Series C Convertible Preferred Stock.
("Preferred Stock"). The Preferred Stock, sold to twenty-four accredited
investors, has a stated value of $1,000 per share. The Preferred Stock is
convertible into common stock at the lower of: (i) $3.50 per common share, and
(ii) 100% of the average of the closing prices during the three trading days
immediately preceding the conversion notice. If conversion is based on the $3.50
conversion price, conversion may take place after the underlying common stock is
registered. If conversion is based on the alternative calculation, conversion
cannot take place for fifteen months. The Preferred Stock pays a 5% dividend,
payable quarterly in arrears on the last day of the quarter.

         In May 1995, the Company entered into a worldwide, except for South
Africa, license and supply agreement with American Home Products Corporation
("AHP") under which the Wyeth-Ayerst Laboratories division of AHP market
Crinone. On July 2, 1999 AHP assigned this license and supply agreement to
Ares-Serono ("Serono"), a Swiss pharmaceutical company. Under the terms of the
agreement, as of February 28, 2000, the Company has earned $17 million in
milestone payments and will continue to receive additional milestone payments.
The Company also supplied Crinone at a price equal to 30% of AHP's net selling
price. Serono paid $68 million to AHP for the rights to Crinone and assumed
AHP's financial obligations to the Company.

          In connection with the 1989 purchase of the assets of Bio-Mimetics,
Inc., which assets consisted of the patents underlying the Company's Bioadhesive
Delivery System, other patent applications and related technology, the Company
pays Bio-Mimetics, Inc. a royalty equal to two percent of the net sales of
products based on the Bioadhesive Delivery System, to an aggregate of $7.5
million. The Company is required to prepay a portion of the remaining royalty
obligation, in cash or stock at the option of the Company, if certain conditions
are met. Through December 31, 2000, the Company has paid approximately $
1,817,000 in royalty payments.

          As of December 31, 2000, the Company has outstanding exercisable
options and warrants that, if exercised, would result in approximately $ 47.3
million of additional capital. However, there can be no assurance that such
options or warrants will be exercised.

          Significant expenditures anticipated by the Company in the near future
are concentrated on research and development related to new products. The
Company anticipates it will spend approximately $7.8 million on research and
development in 2001 and an additional $200,000 on property and equipment.

          As of December 31, 2000, the Company had available net operating loss
carryforwards of approximately $49 million to offset its future U.S. taxable
income.

          In accordance with Statement of Financial Accounting Standards No.
109, as of December 31, 2000 and 1999, other assets in the accompanying
consolidated balance sheet include deferred tax assets of approximately $18
million and $17 million, respectively, (comprised primarily of a net operating
loss carryforward) for which a valuation allowance has been recorded since the
realizability of the deferred tax assets are not determinable.


                                       14
<PAGE>


Results of Operations

         Net sales decreased by approximately 30% in 2000 to approximately $13.2
million as compared to $18.9 million in 1999 and $10.0 million in 1998. Sales of
Crinone accounted for approximately $9.6 million of net sales in 2000 as
compared to approximately $10.6 million and $2.5 million in 1999 and 1998,
respectively. AHP, the Company's former licensee for Crinone, had purchased
large quantities of Crinone from the Company in 1999 and this inventory was used
to fulfill much of the first quarter 2000 requirement of the new licensee,
Ares-Serono. The approximately $8.9 million increase in 1999 over 1998 was
attributable to the replenishment of inventory utilized in 1998 and increased
usage by consumers. Sales of Replens were approximately $1.6 million, $4.5
million and $4.2 million in 2000, 1999 and 1998, respectively. The product was
sold in May 2000 which explains the year 2000 decrease in sales.

         Gross profit as a percentage of sales decreased in 2000 to
approximately 69% as compared to approximately 70% in 1999 and approximately 43%
in 1998.

         Selling and distribution expenses were approximately $2.1 million, $3.9
million and $4.1 million in 2000, 1999 and 1998, respectively. Selling and
distribution expenses decreased by approximately 46% in 2000 compared to 1999 as
a result of the sale by the Company of most of its over the counter products in
May 2000.

         General and administrative expenses decreased approximately $594,000 or
13% to approximately $3.9 million in 2000 from approximately $4.6 million in
1999. The decrease was principally the result of an approximately $240,000
reduction in legal expense resulting from settled litigation and a $229,000
reduction in insurance expense due to lower premiums. General and administrative
expenses decreased by 21% to $4.6 million in 1999 from $5.8 million in 1998. The
principal reasons for the $1.2 million decrease were a $249,000 reduction in
salaries, an approximately $ 490,000 reduction in professional services,
including investor relations, and an approximately $227,000 reduction in legal
expense related to dissident shareholder activities.

         Research and development decreased in 2000 to approximately $5.2
million as compared to approximately $6.7 million in 1999. The $1.5 million
decrease was primarily the result of a reduction in Crinone related studies and
regulatory fees. Research and development expenditures decreased in 1999 to $6.7
million as compared to $7.8 million in 1998 which was primarily the result of a
$125,000 reimbursement of expenses incurred in 1998 negotiated and received in
1999 and an approximately $742,000 reduction in Crinone studies and other
research and development costs.

         License fees in 1999 of $462,500, net of expenses totaling $137,500,
represent payments received in connection with the licensing agreement with
Mipharm SpA entered into in March 1999. License fees in 1998 were $73,088.

         Interest income in 2000 was $367,294. Interest income in 1999 was
$134,795 as compared to $141,564 in 1998. The increase in 2000 resulted from
interest earned on the money received from the sale of the over-the-counter
products in May 2000 and money received from the exercise of options and
warrants.

         Interest expense amounted to $755,247, $755,352 and $599,773 in 2000,
1999 and 1998, respectively. Interest expense is primarily from interest on the
$10 million note issued in March 1998 which bears an interest rate of 7.125%.

         Office closing expense of $285,000 in 2000 represents the costs
associated with closing down the Company's Florida office.

         As a result, the net loss for 2000 was $2,602,931 or $.09 per share as
compared to a net loss of $2,210,208 or $0.09 per share in 1999 and net loss of
$13,859,734 or $0.48 per share in 1998.


                                       15
<PAGE>


Euro

          On January 1, 1999, eleven of the fifteen member countries of the
European Union established fixed conversion rates between their existing
currencies ("legacy currencies") and one common currency (the "Euro"). The Euro
trades on currency exchanges and may be used in business transactions. Under the
regulations governing the transition to a single currency, there is a "no
compulsion, no prohibition" rule which states that no one is obliged to use the
Euro until the notes and coinage have been introduced on January 1, 2002.
Beginning in January 2002, new euro-denominated bills and coins will be issued
and legacy currencies will be withdrawn from circulation. The Company's
operating subsidiaries affected by the Euro conversion have established plans to
address the systems and business issues raised by the Euro currency conversion.
These issues include: (1) the need to adapt computer and other business systems
and equipment to accommodate Euro-denominated transactions, and (2) the
competitive impact of cross-border price transparency, which may make it more
difficult for business to charge different prices for the same products on a
country-by-country basis particularly once the Euro currency is issued in 2002.
Based upon current plans and assumptions, the Company does not expect that the
Euro conversion will have a material adverse impact on its financial condition
or results of operations.

Impact of Inflation

         Sales revenues, manufacturing costs, selling and distribution expenses,
general and administrative expenses and research and development costs tend to
reflect the general inflationary trends.

Item 7A. Quantitative and Qualitative Disclosures About Market Risks

         The Company does not believe that it has material exposure to market
rate risk. The Company has only a fixed rate debt obligation which comes due in
2005. The Company may, however, require additional financing to fund future
obligations and no assurance can be given that the terms of future sources of
financing will not expose the Company to material market risk.

Item 8. Financial Statements and Supplementary Data

         The financial statements and supplementary data required by this item
are set forth at the pages indicated in Item 14(a) below.

Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

         None


                                       16
<PAGE>


                                    PART III

Item 10. Directors and Executive Officers of the Company

The executive officers and directors of the Company as of February 28, 2001 are
as follows:

<TABLE>
<CAPTION>
         Name                      Age                Position
         ----                      ---                --------
<S>                                <C>           <C>

William J. Bologna                 58            Chairman of the Board and Chief Executive Officer

James J. Apostolakis               58            Vice Chairman of the Board and President

David L. Weinberg                  55            Vice President--Finance and Administration, Chief
                                                 Financial Officer, Secretary and Treasurer

Dominique de Ziegler, M.D.         53            Vice President--Pharmaceutical Development and
                                                 Director

Howard L. Levine, Pharm. D.        46            Vice President--Research and Development

Annick Blondeau, Ph.D.             53            Vice President--Regulatory Affairs

Jean Carvais, M.D.                 73            Director

Norman M. Meier                    61            Director

Denis M. O'Donnell, M.D.           47            Director

Selwyn P. Oskowitz, M.D.           54            Director

Robert C. Strauss                  59            Director
</TABLE>


                                       17
<PAGE>


         William J. Bologna has been a director of the Company since inception,
Chairman of the Company's Board of Directors since January 1992 and Chief
Executive Officer since January 2000. From December 1988 to January 1992, Mr.
Bologna served as Vice Chairman of the Company's Board of Directors. In
addition, from 1980 to 1991, he was Chairman of Bologna & Hackett ("B&H"), an
advertising agency specializing in pharmaceutical products which has in the past
performed services for various international pharmaceutical companies. B&H
ceased operations in May 1991. Prior to 1980, Mr. Bologna was employed by
William Douglas McAdams, Inc., a company engaged in the marketing of
pharmaceuticals, in a variety of positions, including Senior Vice President. In
1965, Mr. Bologna received his B.S. in Pharmacy from Fordham University. He
received an MBA in Finance from Fordham University in 1971.

         James J. Apostolakis has been a director and Vice Chairman of the
Company's Board of Directors since January 1999 and President since January
2000. Mr. Apostolakis has been a Managing Director at Poseidon Capital
Corporation, an investment banking firm, since February of 1998. Mr. Apostolakis
has also served as President of Lexington Shipping & Trading Corporation, a
company engaged in shipping operations, since 1973. From 1989 until 1992, Mr.
Apostolakis served as a director on the Board of Directors of Grow Group, a
paint and specialty chemicals company. From 1982 to 1988, he served as a
director for Macmillan, Inc., a publishing and information services company. Mr.
Apostolakis received an A.B. in Economics from the University of Pennsylvania in
1962 and an LL.B from Harvard University Law School in 1965.

         David L. Weinberg has been Vice President--Finance and Administration,
Chief Financial Officer, Treasurer and Secretary of the Company from September
1997 to the present and previously from the inception of the Company to June
1991. From October 1991 until September 1997, Mr. Weinberg was employed by
Transmedia Network Inc., a company specializing in consumer savings programs,
where he served in various capacities including Vice President and Chief
Financial Officer. From February 1981 until August 1986, Mr. Weinberg worked for
Key Pharmaceuticals, Inc., a company engaged in the development, manufacturing,
marketing and sales of pharmaceuticals until its sale to Schering-Plough
Corporation. Mr. Weinberg served in various capacities including Vice President
- Finance, Treasurer and Secretary. Mr. Weinberg received a B.B.A. in Accounting
from Hofstra University in 1968.

         Dominique de Ziegler, M.D. has been Vice President--Pharmaceutical
Development of the Company since January 1996 and a director since January 1998.
Dr. de Ziegler has been employed by the Company since 1992 as Director of
Research Development. In addition, from 1988 through 1991, Dr. de Ziegler was an
Associate Professor at the Department of Obstetrics and Gynecology, Hospital A.
Beclere in Clamart, France. In 1990, Dr. de Ziegler became a Diplomat of the
American Board of Obstetrics and Gynecology, Reproductive Endocrinology and
Infertility. Dr. de Ziegler is a member of the American Fertility Society, the
American Society for Reproductive Endocrinogolists, The American Endocrine
Society, the Society of Gynecologic Investigation and the Association Francaise
pour l'Etude de la Menopause. Dr. de Zeigler has also been a journal editor and
an "ad hoc" reviewer for Fertility Sterility, Human Reproduction, The Journal of
In Vitro Fertilization and Embryo Transfer, Contraception Fertilite Sexualite
and Reproduction Humaine et Hormone.

         Howard L. Levine, Pharm.D. has been Vice President-Research and
Development since September, 1997. Dr. Levine has been employed by the Company
since 1990. Prior to joining the Company, Dr. Levine was with the Medical
Department of Pfizer Labs. Dr. Levine has held faculty and clinical practice
positions at the University of Southern California, Long Island University and
Duquesne University. He has instructed both pharmacy and medical students in
clinical pharmacology, as well as providing numerous lectures for the continuing
education of practitioners. Dr. Levine received his B.S. in Pharmacy from Oregon
State University and Doctor of Pharmacy degree from the State University of New
York at Buffalo in 1980.

         Annick Blondeau, Ph. D. has been Vice President--Regulatory Affairs
since June 1996. Dr. Blondeau has been employed by the Company since 1993 as
Director of Regulatory Affairs. From 1984 through 1993, Dr. Blondeau was
responsible for all of the international filings for Debat Centre R&D Garches, a
large French pharmaceutical company. Dr. Blondeau also worked at Pfizer as Head
of the Pharmacology Department. Dr. Blondeau received her doctorate in
pharmacology and physiology from the Faculte des Sciences de Potiers France in
1971.


                                       18
<PAGE>


         Jean Carvais, M.D. has been a director of the Company since October
1996. Since 1984, Dr. Carvais has been an independent consultant in the
pharmaceutical industry. Prior to that time, Dr. Carvais was President of The
Research Institute of Roger Bellon, S.A., now a division of Rhone-Poulenc Rorer.
As such, he was involved in the development of a line of anti-cancer drugs,
including Bleomycin and Adriamycin, as well as a new line of antibiotics and
quinolones. Following the acquisition of Roger Bellon, S.A., Dr. Carvais became
a member of Rhone-Poulenc's central research committee which directs the
company's worldwide research and development activities.

         Norman M. Meier has been a director of the Company since inception and
served as President and Chief Executive Officer from inception until January
2000. Beginning in January 2000, Mr. Meier will serve in a non-executive
position as Chairman Emeritus. From 1971 to 1977, Mr. Meier was Vice President
of Sales and Marketing for Key Pharmaceuticals, Inc., a company which had been
engaged in the marketing and sales of pharmaceuticals until its sale to
Schering-Plough Corporation in June 1986. From 1977 until June 1986, Mr. Meier
served as a consultant to Key Pharmaceuticals, Inc. In 1960, Mr. Meier received
his B.S. in Pharmacy from Columbia University. He received his M.S. in Pharmacy
Administration from Long Island University in 1964. Mr. Meier is also a director
of Universal Heights, Inc.

         Denis M. O'Donnell, M.D. has been a director of the Company since
January 1999. Dr. O'Donnell has been a Managing Director at Seaside Advisors
LLC, a small cap investment fund, since 1997. From 1995 to 1997, Dr. O'Donnell
served as President of Novavax, Inc., a pharmaceutical and drug delivery
company. From 1991 to 1995, he was Vice President of IGI, Inc., a company
engaged in the marketing of human and animal pharmaceuticals. Currently, Dr.
O'Donnell served on the Board of Directors and the audit committees of both
Novavax, Inc. and ELXSI, Inc., a restaurant and water inspection services
company, and also serves on the Board of Directors of Ampersand Medical
Corporation, a medical diagnostics company.

         Selwyn P. Oskowitz, M.D. has been a director of the Company since
January 1999. Dr. Oskowitz has been an assistant professor of obstetrics,
gynecology and reproductive biology at Harvard Medical School since 1993. He is
a reproductive endocrinologist at, and the Director of, Boston IVF, a fertility
clinic with which he has been associated since 1986. Dr. Oskowitz is also a
former President of the Boston Fertility Society.

         Robert C. Strauss has been a director of the Company since January
1997. Since December 1997, Mr. Strauss has been the President & Chief Executive
Officer of Noven Pharmaceuticals, Inc. Prior to joining Noven, Strauss was
President, Chief Executive Officer and Chairman of the Board of Cordis
Corporation. In the past he has held senior positions at Ivax Corporation,
Touche-Ross & Company and Food Fair, Inc. Mr. Strauss received undergraduate and
graduate degrees in physics and serves on the Board of Trustees for the
University of Miami. Mr. Strauss holds a position on the Board of Directors of
several companies including Procarda Corporation and Eclipse Surgical
Corporation. Mr. Strauss also devotes his time to many civic duties, namely, the
United Way of Miami-Dade County.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

         Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors, and persons who beneficially own
more than ten percent of a registered class of the Company's equity securities,
to file reports of ownership and changes in ownership with the Securities and
Exchange Commission and the American Stock Exchange. Based solely upon a review
of the copies of such forms furnished to the Company and written representations
from the Company's executive officers, directors and greater than 10% beneficial
shareholders, the Company believes that during the year ended December 31, 2000,
all persons subject to the reporting requirements of Section 16(a) filed the
required reports on a timely basis.


                                       19
<PAGE>


         All directors hold office until the next annual meeting of stockholders
and the election and qualification of their successors. Directors receive no
compensation for serving on the Board, except for the receipt of stock options
and the reimbursement of reasonable expenses incurred in attending meetings.
Officers are elected annually by the Board of Directors and serve at the
discretion of the Board. The Board of Directors has four standing committees,
the Audit Committee, the Compensation/Stock Option Committee, the Finance
Committee and Scientific Advisory Committee.

Item 11. Executive Compensation

         The tables, graph and descriptive information set forth below are
intended to comply with the Securities and Exchange Commission compensation
disclosure requirements applicable to, among other reports and filings, annual
reports on Form 10-Ks.

         The following table sets forth information with respect to the
compensation of the Company's Chief Executive Officer (the "CEO"), and each of
the other four most highly compensated current executive officers of the Company
in 2000, for services in all capacities to the Company in 2000, 1999 and 1998.

                           Summary Compensation Table

<TABLE>
<CAPTION>
                                             Annual Compensation       Long-Term Compensation
                                             -------------------       ----------------------
                                                                            Securities
                                                                            Underlying
Name and Principal Position     Year                Salary                    Options
---------------------------     ----                ------                    -------
<S>                             <C>                   <C>                     <C>
William J. Bologna(2)           2000                  400,000                 100,000
Chairman of the Board           1999                  350,000                  20,000
and Chief Executive Officer     1998                  400,000                 250,000

James J. Apostolakis(1)         2000                  200,000                 190,000
Vice-Chairman of the            1999                   86,171                 270,000
Board and President

Dominique de Ziegler            2000                  210,000                  20,000
Vice President-                 1999                  221,800                  25,000
 Pharmaceutical                 1998                  221,800                  25,000
 Development

Howard L. Levine                2000                  250,000                  40,000
Vice President-                 1999                  250,000                  60,000
Research and Development        1998                  279,198                  50,000

David L. Weinberg               2000                  200,000                  10,000
Vice President-Finance          1999                  189,000                  25,000
and Administration,             1998                  182,000                  50,000
Chief Financial Officer,
Secretary and Treasurer
</TABLE>

(1)  James J. Apostolakis was elected Vice-Chairman of the Board on January 28,
     1999 and was also elected President as of January 1, 2000.
(2)  William J. Bologna was elected Chief Executive Officer as of January 1,
     2000.


                                       20
<PAGE>


                            Option Grants During 2000

<TABLE>
<CAPTION>
                         Number of      % of total
                         Securities     Options                                              Grant
                         Underlying     Granted to          Exercise                         Date
                         Options        Employees           Price           Expiration       Present
Name                     Granted        in 1999             ($/Share)       Date             Value (1)
----                     -------        -------             ---------       ----             ---------
<S>                     <C>               <C>                   <C>           <C>             <C>
William J. Bologna      100,000           19.7%                 9.25          5/30/10         547,440

James J. Apostolakis     90,000           17.8%                 9.25          5/30/10         492,696
                        100,000           19.7%                 5.69         11/16/10         336,600

Dominique de Ziegler     20,000            3.9%                 9.25          5/30/10         109,488

Howard L. Levine         40,000            7.9%                 9.25          5/30/10         218,976

David L. Weinberg        10,000            2.0%                 9.25          5/30/10          54,744
</TABLE>

(1)  The estimated grant date present value reflected in the above table is
     determined using the Black-Scholes model. The material assumptions and
     adjustments incorporated in the Black-Scholes model in estimating the value
     of the options reflected in the above table include the following: (i) an
     exercise price equal to the fair market value of the underlying stock on
     the date of grant, (ii) an option term of three years, (iii) an interest
     rate of 6% that represents the interest rate on a U.S. Treasury security
     with a maturity date corresponding to that of the expected option term,
     (iv) volatility of 87.2% for 2000 and (v) no annualized dividends paid with
     respect to a share of Common Stock at the date of grant. The ultimate
     values of the options will depend on the future price of the Company's
     Common Stock, which cannot be forecast with reasonable accuracy. The actual
     value, if any, an optionee will realize upon exercise of an option will
     depend on the excess of the market value of the Company's Common Stock over
     the exercise price on the date the option is exercised.


    Aggregated Option Exercises During 2000 and Fiscal Year End Option Values

<TABLE>
<CAPTION>
                                                         Number of Securities       Value of Unexercised
                                                        Underlying Unexercised          In-the-Money
                                                             Options at                  Options at
                    Shares Acquired        Value          December 31, 2000           December 31, 2000
Name                  On Exercise        Realized     Exercisable  Unexercisable   Exercisable  Unexercisable
----                  -----------        --------     -----------  -------------   -----------  -------------
<S>                         <C>          <C>           <C>           <C>          <C>             <C>
William J. Bologna               -       $      -      1,168,750     130,000      $    7,088      $      -

James J. Apostolakis             -              -        378,750     190,000         119,338             -

Dominique de Ziegler        50,000        600,000        120,000      20,000            -                -

Howard L. Levine            25,000        110,938        285,000      40,000            -                -

David L. Weinberg                -              -        100,000      10,000            -                -
</TABLE>


                                       21
<PAGE>


Employment Agreements

         In January 1996, the Company entered into five-year employment
agreements with each of William J. Bologna and Norman M. Meier, to serve as
Chairman and President of the Company, respectively. Pursuant to their
respective employment agreements, each such employee is entitled to a base
salary of $250,000. In addition, each such employee was granted options to
purchase 150,000 shares of the Company's Common Stock at an exercise price of
$7.25. Pursuant to the terms of such agreements, each employee has agreed to
dedicate his services on a substantially full-time basis and has agreed for the
term of his agreement and for two years thereafter not to compete with the
Company. The employment agreements were amended effective September 15, 1997 to
increase the base salary to $400,000. Messrs. Bologna and Meier agreed to a
voluntary 25% reduction in base salary for the six month period ending June 30,
1999. Effective January 1, 2000, Mr. Bologna's employment agreement was amended.
Under the terms of the amendment, the term of Mr. Bologna's agreement was
extended by one year. In January 2000, Mr. Meier's employment agreement was
amended. Under the terms of the amendment, Mr. Meier will be employed by the
Company for two years beginning January 1, 2000 in a non-executive position with
the title, Chairman Emeritus, at a salary of $200,000 per year.

         In January 2000, the Company entered into a two-year employment
agreement with James J. Apostolakis to serve as Vice Chairman and President of
the Company. Pursuant to his employment agreement, Mr. Apostolakis is entitled
to a base salary of $200,000 per year.

         In March 2001, the Company entered into a three-year employment
agreement with G. Frederick Wilkinson to serve as President and Chief Executive
Officer of the Company. Pursuant to his employment agreement, Mr. Wilkinson is
entitled to a base salary of $450,000 per year plus a minimum ten percent bonus.
Additionally, Mr. Wilkinson was granted options to purchase 500,000 shares of
the Company's common stock at an exercise price of $5.85 and warrants to
purchase 350,000 shares of the Company's common stock at an exercise price of
$8.35. The options and warrants vest ratably over a four-year period.

         In July 1995, the Company entered into a three-year employment
agreement with Dominique de Ziegler, to serve as Director of Research
Development. Pursuant to this agreement, Dr. de Ziegler was paid an annual
salary of $203,500. As additional compensation, Dr. de Ziegler was granted
options to purchase 25,000 shares of the Company's Common Stock at an exercise
prices of $7.25 per share. Pursuant to the terms of such agreement, Dr. de
Ziegler agreed to dedicate his services on a substantially full-time basis and
has agreed for the term of his agreement and for two years thereafter not to
compete with the Company. Dr. de Ziegler's contract expired in July 1998. For
the calendar years 1997, 1998 and 1999, Dr. de Ziegler's salary was increased to
$221,800. On December 30, 1999, the Company entered into a two-year employment
agreement with Dr. de Ziegler to serve as Director of Research and Development.
Pursuant to this agreement, Dr. de Ziegler will receive an annual salary of
$210,000 plus a housing allowance of approximately $36,000. The housing
allowance was discontinued as of July 1, 2000.

         The exercise price of all of the options granted pursuant to the
aforementioned employment agreements are based on the closing price of the
Company's Common Stock on the American Stock Exchange on the day of grant.


                                       22
<PAGE>


Compensation of Directors

         The following table provides information of the Company's compensation
and reimbursement practices during 2000 for non-employee directors. Directors
who are employed by the Company do not receive any additional compensation for
their board activities:

         Director Retainer                                  $3,500(1)
         Committee Retainer                                 $  583(1)
         Stock Options Granted upon Election
            at Annual Meeting                                  10,000
         Stock Options Granted per Committee
            upon Election at Annual Meeting                     1,000
         Additional Stock Options Granted                      25,000
         Reimbursement for Expenses Attendant
            to Board Membership                                   Yes

(1) Cash compensation commenced June 1, 2000.


                                       23
<PAGE>


Item 12. Security Ownership of Certain Beneficial Owners and Management

         Set forth below is certain information as of February 28, 2001, with
respect to the beneficial ownership of the Common Stock by (i) each person who,
to the knowledge of the Company, is the beneficial owner of more than 5% of such
stock, (ii) each director, (iii) each of the executive officers named in the
Summary Compensation Table under "Executive Compensation" and (iv) all executive
officers and directors of the Company as a group.

<TABLE>
<CAPTION>
           Name of                                        Shares, Nature of Interest
      Beneficial Owner                               and Percentage of Equity Securities(1)
      ----------------                               --------------------------------------
<S>                                                        <C>                    <C>
William J. Bologna (2)                                     3,065,290               9.6%
James J. Apostolakis (3)                                   1,398,078               4.5%
David L. Weinberg (4)                                        104,000                  *
Dominique de Ziegler (4)                                     120,000                  *
Howard L. Levine (4)                                         285,000               0.9%
Jean Carvais (4)                                              46,000                  *
Denis M. O'Donnell (4)                                        22,000                  *
Selwyn P. Oskowitz (4)                                        20,000                  *
Robert C. Strauss (4)                                         51,000                  *
Norman M. Meier (5)                                        1,698,250               5.3%
Officers and directors as a group (11 people)              6,809,618              20.1%
</TABLE>

*    Represents less than 1 percent.

(1)  Includes shares issuable upon exercise of both options and warrants which
     are currently exercisable or which may be acquired within 60 days and
     shares issuable upon conversion of the Series B and Series C Preferred
     Stock (20.57 for the Series B Preferred Stock and 285.71 for the Series C
     Preferred Stock).

(2)  Includes 20,570 shares issuable upon conversion of 1,000 shares of Series B
     Preferred Stock and 71,428 shares issuable upon conversion of 250 shares of
     Series C Preferred Stock. Includes 1,198,750 shares issuable upon exercise
     of options and warrants, which are currently exercisable or which may be
     acquired within 60 days. Includes 198,062 shares beneficially owned by Mr.
     Bologna's spouse.

(3)  Includes 71,428 shares issuable upon conversion of 250 shares of Series C
     Preferred Stock. Includes 378,750 shares issuable upon exercise of options
     and warrants which are currently exercisable or which may be acquired
     within 60 days.

(4)  Includes shares issuable upon exercise of options, which are currently
     exercisable or which may be acquired within 60 days, to purchase 100,000
     shares with respect to Mr. Weinberg, 120,000 shares with respect to Dr. de
     Ziegler, 285,000 shares with respect to Dr. Levine, 46,000 shares with
     respect to Dr. Carvais, 22,000 shares with respect to Dr. O'Donnell, 20,000
     shares with respect to Dr. Oskowitz and 50,000 shares with respect to Mr.
     Strauss.

(5)  Includes 1,202,250 shares issuable upon exercise of options and warrants,
     which are currently exercisable or which may be acquired within 60 days.

As of February 28, 2001, the Company knows of no persons other than shown above
who beneficially own or exercise voting or dispositive control over 5% or more
of the Company's outstanding Common Stock.


                                       24
<PAGE>


Item 13. Certain Relationships and Related Transactions

         During 1993, the Company loaned Messrs. Meier and Bologna, $80,000 and
$110,350, respectively. The notes, which bear interest at 10% per annum and are
unsecured but with full recourse, were due on or before December 7, 1996. The
due dates of these notes have subsequently been extended through December 7,
1999. At December 31, 2000, the balances including interest remain outstanding
and total $136,667 and $189,051, respectively. Commencing March 1, 2001, payroll
deductions are being made from Mr. Meier's salary so that his loan will be
repaid in full by December 31, 2001. Mr. Bologna's loan remains outstanding at
March 15, 2001.

         In connection with the issuance of the Series C Convertible Preferred
Stock in January 1999, the Company received two notes receivable from Messrs.
Meier and Bologna for $350,000 and $250,000, respectively. The notes bear
interest at 5% per annum and were due on July 28, 1999. Mr. Meier's note was
paid in December 1999 with interest through the date of payment and Mr.
Bologna's note was paid in January 2000 with interest through the date of
payment.

         On January 28, 1999 and September 23, 1999, the Company granted to
James Apostolakis, warrants to purchase up to an aggregate of 100,000 and 75,000
shares, respectively, of common stock at an exercise price of $4.8125 and $7.50,
respectively, per share.


                                       25
<PAGE>


                                     PART IV

Item 14. Exhibits, Financial Statements and Financial Statement Schedules, and
Reports on Form 8-K

(a)(1)(2) Financial Statements and Financial Statement Schedules

         Indexes to financial statements and financial statement schedules
appear on F-1 and S-1, respectively.

(a)(3) Executive Compensatory Plans and Arrangements

         Employment Agreement dated as of January 1, 1996, between the Company
         and Norman M. Meier
         Employment Agreement dated as of January 1, 1996, between the Company
         and William J. Bologna
         Employment Agreement dated as of April 15, 1997, between the Company
         and Nicholas A. Buoniconti
         Addendum to Employment Agreement dated as of September 1, 1997, between
         the Company and Norman M. Meier
         Addendum to Employment Agreement dated as of September 1, 1997, between
         the Company and William J. Bologna
         Addendum to Employment Agreement dated as of September 1, 1997, between
         the Company and Nicholas A. Buoniconti
         Addendum to Employment Agreement dated as of October 8, 1998, between
         the Company and Nicholas A. Buoniconti
         Addendum to Employment Agreement dated as of January 1, 2000 between
         the Company and Norman M. Meier
         Addendum to Employment Agreement dated as of January 1, 2000 between
         the Company and William J. Bologna
         Employment Agreement dated as of January 1, 2000 between the Company
         and James J. Apostolakis
         Employment Agreement dated December 30, 1999 between the Company and
         Dominique de Ziegler
         Employment Agreement dated March 16, 2001 between the Company and G.
         Frederick Wilkinson

(b) Reports on Form 8-K

         On February 7, 2001, the Company filed a Form 8-K in which it reported
the completion of an offering of 288,462 shares of its common stock to Ridgeway
Investment Limited and in which it also reported that it had entered into an
agreement with Acqua Wellington to sell up to $20 million of its common stock to
Acqua Wellington.

         On March 26, 2001, the Company filed a Form 8-K in which it reported
the signing of a three-year employment agreement with G. Frederick Wilkinson to
serve as President and Chief Executive Officer of the Company.

(c) Exhibits

3.1    --   Restated Certificate of Incorporation of the Company, as amended 1/
3.2    --   Amended and Restated By-laws of Company 10/
4.1    --   Certificate of Designations, Preferences and Rights of Series C
            Convertible Preferred Stock of the Company, dated as of January 7,
            1999 10/
4.2    --   Securities Purchase Agreement, dated as of January 7, 1999, between
            the Company and each of the purchasers named on the signature pages
            thereto 10/
4.3    --   Securities Purchase Agreement, dated as of January 19, 1999, among
            the Company, David M. Knott and Knott Partners, L.P. 10/


                                       26
<PAGE>


4.4    --   Securities Purchase Agreement, dated as of February 1, 1999, between
            the Company and Windsor Partners, L.P. 10/
4.5    --   Registration Rights Agreement, dated as of January 7, 1999, between
            the Company and each of the purchasers named on the signature pages
            thereto 10/
4.6    --   Form of Warrant to Purchase Common Stock 10/
4.7    --   Warrant to Purchase Common Stock granted to James J. Apostolakis on
            September 23, 1999
10.1   --   Employment Agreement dated as of January 1, 1996, between the
            Company and Norman M. Meier 6/
10.2   --   Employment Agreement dated as of January 1, 1996, between the
            Company and William J. Bologna 6/
10.3   --   1988 Stock Option Plan, as amended, of the Company 4/
10.4   --   1996 Long-term Performance Plan, as amended, of the Company 7/
10.5   --   License and Supply Agreement between Warner-Lambert Company and the
            Company dated December 5, 199 13/
10.6   --   Asset Purchase, License and Option Agreement, dated November 22,
            1989 1/
10.7   --   Employment Agreement dated as of April 15, 1997, between the Company
            and Nicholas A. Buoniconti 8/
10.8   --   License and Supply Agreement for Crinone between Columbia
            Laboratories, Inc. (Bermuda) Ltd. and American Home Products dated
            as of May 21, 1995 5/
10.9   --   Addendum to Employment Agreement dated as of September 1, 1997,
            between the Company and Norman M. Meier 8/
10.10  --   Addendum to Employment Agreement dated as of September 1, 1997,
            between the Company and William J. Bologna 8/
10.11  --   Addendum to Employment Agreement dated as of September 1, 1997,
            between the Company and Nicholas A. Buoniconti 8/
10.12  --   Convertible Note Purchase Agreement, 7 1/8% Convertible Subordinated
            Note due March 15, 2005 and Registration Rights Agreement all dated
            as of March 16, 1998 between the Company and SBC Warburg Dillon Read
            Inc. 9/
10.13  --   Termination Agreement dated as of April 1, 1998 between the Company
            and the Warner-Lambert Company 9/
10.14  --   Addendum to Employment Agreement dated as of October 8, 1998,
            between the Company and Nicholas A. Buoniconti. 10/
10.15  --   Agreement dated as of December 14, 1998, by and among Columbia
            Laboratories, Inc., William J. Bologna, Norman M. Meier, James J.
            Apostolakis, David Ray, Bernard Marden, Anthony R. Campbell, David
            M. Knott and Knott Partners, L.P. 10/
10.16  --   License and Supply Agreement for Crinone between Columbia
            Laboratories (Bermuda) Limited and Ares Trading S.A. dated as of May
            20, 1999 11/
10.17  --   Addendum to Employment Agreement dated as of January 1, 2000 between
            the Company and Norman M. Meier 11/
10.18  --   Addendum to Employment Agreement dated as of January 1, 2000 between
            the Company and William J. Bologna 11/
10.19  --   Employment Agreement dated as of January 1, 2000 between the Company
            and James J. Apostolakis 11/
10.20  --   Employment Agreement dated December 30, 1999 between the Company and
            Dominique de Ziegler 11/
10.21  --   Settlement Agreement and Release dated as of March 16, 2000 between
            Columbia Laboratories (Bermuda) Ltd. and Lake Consumer Products,
            Inc. 11/
10.22  --   Replens Purchase and License Agreement dated April 18, 2000, between
            the Company and Lil' Drug Store Products, Inc. 12/
10.23  --   License Agreement dated April 18, 2000, between the Company and Lil'
            Drug Store Products, Inc. 12/
10.24  --   Distribution Agreement dated April 18, 2000, between the Company and
            Lil' Drug Store Products, Inc. 12/


                                       27
<PAGE>


10.25  --   Stock Purchase Agreement, dated January 31, 2001, between the
            Company and Ridgeway Investment Limited 13/
10.26  --   Common Stock Purchase Agreement, dated February 6, 2001, between the
            Company and Acqua Wellington North American Equities Fund, Ltd. 13/
10.27  --   Employment Agreement dated March 16, 2001 between the Company and G.
            Frederick Wilkinson 14/
21          Subsidiaries of the Company 15/

1/          Incorporated by reference to the Registrant's Registration Statement
            on Form S-1 (File No. 33-31962) declared effective on May 14, 1990.

2/          Incorporated by reference to the Registrant's Annual Report on Form
            10-K for the year ended December 31, 1990.

3/          Incorporated by reference to the Registrant's Current Report on Form
            8-K, filed on January 2, 1992.

4/          Incorporated by reference to the Registrant's Annual Report on Form
            10-K for the year ended December 31, 1993.

5/          Incorporated by reference to the Registrant's Registration Statement
            on Form S-1 (File No. 33-60123) declared effective August 28, 1995.

6/          Incorporated by reference to the Registrant's Annual Report on Form
            10-K for the year ended December 31, 1995.

7/          Incorporated by reference to the Registrant's Proxy Statement dated
            May 10, 2000.

8/          Incorporated by reference to the Registrant's Annual Report on Form
            10-K for the year ended December 31, 1997.

9/          Incorporated by reference to the Registrant's Quarterly Report on
            Form 10-Q for the quarter ended March 31, 1998.

10/         Incorporated by reference to the Registrant's Annual Report on Form
            10-K for the year ended December 31, 1998.

11/         Incorporated by reference to the Registrant's Annual Report on Form
            10-K for the year ended December 31, 1999.

12/         Incorporated by reference to the Registrant's Quarterly Report on
            Form 10-Q for the quarter ended June 30, 2000.

13/         Incorporated by reference to the Registrant's Current Report on Form
            8-K, filed on February 7, 2001.

14/         Incorporated by reference to the Registrant's Current Report on Form
            8-K, filed on March 26, 2001.


15/         Incorporated by reference to the Registrant's Annual Report on Form
            10-K, filed on March 29, 2001.



                                       28
<PAGE>

                                   SIGNATURES


         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                                           COLUMBIA LABORATORIES, INC.


Date: April 12, 2001                           By: /s/ David L. Weinberg
     --------------------                         ------------------------------
                                               David L. Weinberg, Vice President






                                       29
<PAGE>


                  COLUMBIA LABORATORIES, INC. AND SUBSIDIARIES
                  --------------------------------------------


                          INDEX TO FINANCIAL STATEMENTS
                          -----------------------------


                                                                           Page
                                                                           ----

Report of Independent Certified Public Accountants                         F-2


Consolidated Balance Sheets
  As of December 31, 2000 and 1999                                         F-3


Consolidated Statements of Operations
  for the Three Years Ended December 31, 2000                              F-5


Consolidated Statements of Comprehensive Operations
  for the Three Years Ended December 31, 2000                              F-6


Consolidated Statements of Stockholders' Equity (Deficiency)
  for the Three Years Ended December 31, 2000                              F-7


Consolidated Statements of Cash Flows
  for the Three Years Ended December 31, 2000                              F-9


Notes to Consolidated Financial Statements                                 F-11



                                      F-1
<PAGE>


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
               --------------------------------------------------



To the Board of Directors and Stockholders
   of Columbia Laboratories, Inc.:


We have audited the accompanying consolidated balance sheets of Columbia
Laboratories, Inc. (a Delaware corporation) and Subsidiaries as of December 31,
2000 and 1999, and the related consolidated statements of operations,
comprehensive operations, stockholders' equity (deficiency) and cash flows for
each of the three years in the period ended December 31, 2000. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Columbia Laboratories, Inc. and
Subsidiaries as of December 31, 2000 and 1999, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 2000 in conformity with accounting principles generally accepted in
the United States of America.




GOLDSTEIN GOLUB KESSLER LLP
New York, New York
February 13, 2001, except for the third paragraph of Note 10 as to which the
date is March 12, 2001.



                                      F-2
<PAGE>


                  COLUMBIA LABORATORIES, INC. AND SUBSIDIARIES
                  --------------------------------------------

                           CONSOLIDATED BALANCE SHEETS
                           ---------------------------

                        AS OF DECEMBER 31, 2000 AND 1999
                        --------------------------------


                                     ASSETS
                                     ------

<TABLE>
<CAPTION>
                                                                              2000               1999
                                                                          -------------      -------------
<S>                                                                       <C>                <C>
CURRENT ASSETS:
  Cash and cash equivalents, of which $6,881,000 is
     interest-bearing as of December 31, 2000                             $   7,594,707      $   1,982,085
  Accounts receivable, net of allowance
    for doubtful accounts of $23,000
    and $119,829 in 2000 and 1999, respectively                               3,302,801          1,835,086
  Inventories                                                                   979,738          1,848,816
  Prepaid expenses                                                              758,603            468,948
  Other current assets                                                          325,718            568,259
                                                                          -------------      -------------
    Total current assets                                                     12,961,567          6,703,194
                                                                          -------------      -------------

PROPERTY AND EQUIPMENT:
  Leasehold improvements                                                             --            164,766
  Machinery and equipment                                                     2,111,116          2,160,288
  Furniture and fixtures                                                        298,512            178,297
                                                                          -------------      -------------
                                                                              2,409,628          2,503,351

     Less-accumulated depreciation and amortization                          (1,815,112)        (1,494,798)
                                                                          -------------      -------------
                                                                                594,516          1,008,553
                                                                          -------------      -------------

INTANGIBLE ASSETS, net                                                        1,746,815          4,860,212

OTHER ASSETS                                                                    216,333            415,654
                                                                          -------------      -------------
TOTAL ASSETS                                                              $  15,519,231      $  12,987,613
                                                                          =============      =============
</TABLE>


                                   (Continued)



                                      F-3
<PAGE>


                  COLUMBIA LABORATORIES, INC. AND SUBSIDIARIES
                  --------------------------------------------

                           CONSOLIDATED BALANCE SHEETS
                           ---------------------------

                        AS OF DECEMBER 31, 2000 AND 1999
                        --------------------------------

                                   (Continued)

                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
                -------------------------------------------------

<TABLE>
<CAPTION>
                                                                               2000                1999
                                                                           -------------       -------------
<S>                                                                        <C>                 <C>
CURRENT LIABILITIES:
  Accounts payable                                                         $     795,508       $   2,089,260
  Accrued expenses                                                             1,129,846           1,072,567
  Deferred revenue                                                               100,000             100,000
                                                                           -------------       -------------
      Total current liabilities                                                2,025,354           3,261,827
                                                                           -------------       -------------
CONVERTIBLE SUBORDINATED NOTE PAYABLE                                         10,000,000          10,000,000
                                                                           -------------       -------------
TOTAL LIABILITIES                                                             12,025,354          13,261,827
                                                                           -------------       -------------
COMMITMENTS AND CONTINGENCIES (Note 6)

STOCKHOLDERS' EQUITY (DEFICIENCY):
  Preferred stock, $.01 par value; 1,000,000 shares authorized:
     Series A Convertible Preferred Stock,
      33 and 923 shares issued and outstanding in 2000 and
      1999, respectively
      (liquidation preference of $3,300 at  December 31, 2000)                        --                   9
     Series B Convertible Preferred Stock,
      1,630 shares issued and outstanding in 2000 and 1999
      (liquidation preference of $163,000 at  December 31, 2000)                      16                  16
     Series C Convertible Preferred Stock,
      4,050 and 5,260 shares issued and outstanding in 2000 and 1999,
      respectively
      (liquidation preference of $4,050,000 at December 31, 2000)                     41                  53
  Common stock, $.01 par value; 100,000,000 shares in 2000 and
    40,000,000 shares in 1999 authorized; 30,494,924 and 29,124,686
    shares issued and outstanding in 2000 and 1999, respectively                 304,949             291,246
  Capital in excess of par value                                             105,991,194          99,575,803
  Accumulated deficit                                                       (102,801,779)       (100,198,848)
  Accumulated other comprehensive income                                            (544)             57,507
                                                                           -------------       -------------
    Total stockholders' equity (deficiency)                                    3,493,877            (274,214)
                                                                           -------------       -------------
  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)                  $  15,519,231       $  12,987,613
                                                                           =============       =============
</TABLE>

          The accompanying notes to consolidated financial statements
                   are an integral part of these statements.

                                      F-4


<PAGE>

                  COLUMBIA LABORATORIES, INC. AND SUBSIDIARIES
                  --------------------------------------------

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      -------------------------------------

                   FOR THE THREE YEARS ENDED DECEMBER 31, 2000
                   -------------------------------------------

<TABLE>
<CAPTION>
                                                        2000              1999              1998
                                                    ------------      ------------      ------------
<S>                                                 <C>               <C>               <C>
NET SALES                                           $ 13,173,129      $ 18,921,074      $ 10,017,644

COST OF GOODS SOLD                                     4,108,072         5,655,350         5,707,814
                                                    ------------      ------------      ------------
    Gross profit                                       9,065,057        13,265,724         4,309,830
                                                    ------------      ------------      ------------

OPERATING EXPENSES:
  Selling and distribution                             2,120,551         3,938,756         4,099,446
  General and administrative                           3,981,696         4,575,702         5,785,895
  Research and development                             5,206,227         6,652,096         7,821,642
                                                    ------------      ------------      ------------
    Total operating expenses                          11,308,474        15,166,554        17,706,983
                                                    ------------      ------------      ------------

    Loss from operations                              (2,243,417)       (1,900,830)      (13,397,153)
                                                    ------------      ------------      ------------


OTHER INCOME (EXPENSE):
  License fees, net of expenses                               --           462,500            73,088
  Interest income                                        367,294           134,795           141,564
  Interest expense                                      (755,427)         (755,352)         (599,773)
  Office closing expense                                (285,000)               --                --
  Other, net                                             313,619           (82,321)          (77,460)
                                                    ------------      ------------      ------------
                                                        (359,514)         (240,378)         (462,581)
                                                    ------------      ------------      ------------

Loss before income taxes                              (2,602,931)       (2,141,208)      (13,859,734)
Provision for income taxes                                    --            69,000                --
                                                    ------------      ------------      ------------

    Net loss                                        $ (2,602,931)     $ (2,210,208)     $(13,859,734)
                                                    ============      ============      ============


LOSS PER COMMON
 SHARE - BASIC AND DILUTED                          $      (0.09)     $      (0.09)     $      (0.48)
                                                    ============      ============      ============

WEIGHTED AVERAGE NUMBER OF
COMMON AND POTENTIAL COMMON SHARES OUTSTANDING:
      BASIC AND DILUTED                               30,235,000        28,853,000        28,679,000
                                                    ============      ============      ============
</TABLE>

           The accompanying notes to consolidated financial statements
                    are an integral part of these statements.


                                      F-5
<PAGE>

                  COLUMBIA LABORATORIES, INC. AND SUBSIDIARIES
                  --------------------------------------------

               CONSOLIDATED STATEMENTS OF COMPREHENSIVE OPERATIONS
               ---------------------------------------------------

                   FOR THE THREE YEARS ENDED DECEMBER 31, 2000
                   -------------------------------------------


<TABLE>
<CAPTION>
                                                          2000                  1999                   1998
                                                      -----------            -----------           ------------
<S>                                                   <C>                    <C>                    <C>
NET LOSS                                              $(2,602,931)           $(2,210,208)          $(13,859,734)

Other comprehensive income (loss):
    Foreign currency translation, net of tax               58,051                 89,670                (79,000)
                                                      -----------            -----------           ------------

Comprehensive loss                                    $(2,544,880)           $(2,120,538)          $(13,938,734)
                                                      ===========            ===========           ============

</TABLE>


           The accompanying notes to consolidated financial statements
                    are an integral part of these statements.


                                      F-6
<PAGE>
                  COLUMBIA LABORATORIES, INC. AND SUBSIDIARIES
                  --------------------------------------------

          CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
          ------------------------------------------------------------

                   FOR THE THREE YEARS ENDED DECEMBER 31, 2000
                   -------------------------------------------
<TABLE>
<CAPTION>
                                 Series A Convertible    Series B Convertible      Series C Convertible
                                   Preferred Stock         Preferred Stock            Preferred Stock
                               -----------------------  ----------------------   -------------------------
                                Number of               Number of                Number of
                                 Shares       Amount     Shares      Amount       Shares         Amount
                               ----------   ----------  ---------  -----------   ----------   ------------
<S>                                   <C>   <C>             <C>    <C>                <C>     <C>
Balance, January 1, 1998              923   $        9      1,630  $        16           --             --
Options exercised                      --           --         --           --           --             --
Warrants exercised                     --           --         --           --           --             --
Dividends on preferred stock           --           --         --           --           --             --
Fair market value of warrants
  granted to non-employees             --           --         --           --           --             --
Fair market value of options
  granted to non-employees             --           --         --           --           --             --
Translation adjustment                 --           --         --           --           --             --
Net loss                               --           --         --           --           --             --
                               ----------   ----------  ---------  -----------   ----------   ------------
Balance, December 31, 1998            923            9      1,630           16           --             --
Issuance of preferred stock            --           --         --           --        6,660   $         67
Options exercised                      --           --         --           --           --             --
Warrants exercised                     --           --         --           --           --             --
Dividends on preferred stock           --           --         --           --           --             --
Fair market value of warrants
  granted to non-employees             --           --         --           --           --             --
Fair market value of options
  granted to non-employees             --           --         --           --           --             --
Translation adjustment                 --           --         --           --           --             --
Conversion of preferred stock          --           --         --           --       (1,400)           (14)
Net loss                               --           --         --           --           --             --
                               ----------   ----------  ---------  -----------   ----------   ------------
Balance, December 31, 1999            923   $        9      1,630  $        16        5,260   $         53
                               ==========   ==========  =========  ===========   ==========   ============
<CAPTION>

                                     Common Stock
                               -------------------------    Capital in                       Accumulated Other
                               Number of                    Excess of       Accumulated       Comprehensive
                                Shares        Amount        Par Value         Deficit         Income (Loss)        Total
                               ----------  -------------   -------------   ---------------   ---------------   ------------
<S>                            <C>         <C>             <C>             <C>               <C>               <C>
Balance, January 1, 1998       28,623,187  $     286,231   $  92,588,038   ($   84,128,906)  $        68,177   $  8,813,565
Options exercised                  31,500            315         209,623                --                --        209,938
Warrants exercised                 30,000            300         145,950                --                --        146,250
Dividends on preferred stock           --             --          (6,714)               --                --         (6,714)
Fair market value of warrants
  granted to non-employees             --             --          39,696                --                --         39,696
Fair market value of options
  granted to non-employees             --             --         245,405                --                --        245,405
Translation adjustment                 --             --              --                --            79,000         79,000
Net loss                               --             --              --       (13,859,734)               --    (13,859,734)
                               ----------  -------------   -------------   ---------------   ---------------   ------------
Balance, December 31, 1998     28,684,687        286,846      93,221,998       (97,988,640)          147,177     (4,332,594)
Issuance of preferred stock            --             --       6,373,277                --                --      6,373,344
Options exercised                   5,000             50          26,825                --                --         26,875
Warrants exercised                 35,000            350         122,150                --                --        122,500
Dividends on preferred stock           --             --        (287,994)               --                --       (287,994)
Fair market value of warrants
  granted to non-employees             --             --         112,172                --                --        112,172
Fair market value of options
  granted to non-employees             --             --          11,361                --                --         11,361
Translation adjustment                 --             --              --                --           (89,670)       (89,670)
Conversion of preferred stock     399,999          4,000          (3,986)               --                --             --
Net loss                               --             --              --        (2,210,208)               --     (2,210,208)
                               ----------  -------------   -------------   ---------------   ---------------   ------------
Balance, December 31, 1999     29,124,686  $     291,246   $  99,575,803   ($  100,198,848)  $        57,507   ($   274,214)
                               ==========  =============   =============   ===============   ===============   ============
</TABLE>
<PAGE>
                  COLUMBIA LABORATORIES, INC. AND SUBSIDIARIES
                  --------------------------------------------

          CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
          ------------------------------------------------------------

                   FOR THE THREE YEARS ENDED DECEMBER 31, 2000
                   -------------------------------------------

                                   (Continued)
<TABLE>
<CAPTION>
                                 Series A Convertible    Series B Convertible      Series C Convertible
                                   Preferred Stock         Preferred Stock            Preferred Stock
                               -----------------------  ----------------------   -------------------------
                                Number of               Number of                Number of
                                 Shares       Amount     Shares      Amount       Shares         Amount
                               ----------   ----------  ---------  -----------   ----------   ------------
<S>                                   <C>   <C>             <C>    <C>                <C>     <C>
Balance, December 31, 1999            923   $        9      1,630  $        16        5,260   $         53
Options exercised                      --           --         --           --           --             --
Warrants exercised                     --           --         --           --           --             --
Dividends on preferred stock           --           --         --           --           --             --
Fair market value of warrants
  granted to non-employees             --           --         --           --           --             --
Fair market value of options
  granted to non-employees             --           --         --           --           --             --
Shares issued for
  product acquisition                  --           --         --           --           --             --
Translation adjustment                 --           --         --           --           --             --
Conversion of preferred stock        (890)          (9)        --           --       (1,210)           (12)
Net loss                               --           --         --           --           --             --
                               ----------   ----------  ---------  -----------   ----------   ------------
Balance, December 31, 2000             33   $        0      1,630  $        16        4,050   $         41
                               ==========   ==========  =========  ===========   ==========   ============
<CAPTION>

                                     Common Stock
                               -------------------------    Capital in                      Accumulated Other
                               Number of                    Excess of        Accumulated      Comprehensive
                                Shares        Amount        Par Value          Deficit        Income (Loss)        Total
                               ----------  -------------   -------------   ---------------   ---------------   ------------
<S>                            <C>         <C>             <C>             <C>               <C>               <C>
Balance, December 31, 1999     29,124,686  $     291,246   $  99,575,803   ($  100,198,848)  $        57,507   ($   274,214)
Options exercised                 793,107          7,931       5,045,604                --                --      5,053,535
Warrants exercised                166,488          1,665         836,298                --                --        837,963
Dividends on preferred stock           --             --        (217,940)               --                --       (217,940)
Fair market value of warrants
  granted to non-employees             --             --          60,009                --                --         60,009
Fair market value of options
  granted to non-employees             --             --          95,506                --                --         95,506
Shares issued for
  product acquisition              53,933            540         599,460                                            600,000
Translation adjustment                 --             --              --                --           (58,051)       (58,051)
Conversion of preferred stock     356,710          3,567          (3,546)               --                --             --
Net loss                               --             --              --        (2,602,931)               --     (2,602,931)
                               ----------  -------------   -------------   ---------------   ---------------   ------------
Balance, December 31, 2000     30,494,924  $     304,949   $ 105,991,194   ($  102,801,779)  ($          544)  $  3,493,877
                               ==========  =============   =============   ===============   ===============   ============
</TABLE>
           The accompanying notes to consolidated financial statements
                   are an integral part of these statements.
<PAGE>

                  COLUMBIA LABORATORIES, INC. AND SUBSIDIARIES
                  --------------------------------------------

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      -------------------------------------

                   FOR THE THREE YEARS ENDED DECEMBER 31, 2000
                   -------------------------------------------

<TABLE>
<CAPTION>
                                                                      2000            1999              1998
                                                                  -----------      -----------      ------------
<S>                                                               <C>              <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                        $(2,602,931)     $(2,210,208)     $(13,859,734)
  Adjustments to reconcile net loss to net
   cash used in operating activities-
     Depreciation and amortization                                    753,588          968,845           992,358
     Provision for (recovery of) doubtful accounts                     (6,523)        (110,000)           97,553
     Provision for (recovery of) returns and allowances               164,816           (4,335)           61,020
     Write-down of inventories                                        197,626               --         1,176,200
     Loss on disposal of fixed assets                                  47,817               --                --
     Gain on sale of assets                                          (158,629)              --                --
     Issuance of warrants and options for consulting services         155,515          123,533           285,101
     Write-off of property and equipment                                   --           27,766            52,111

Changes in assets and liabilities- (Increase) decrease in:
      Accounts receivable                                          (1,626,008)        (397,480)        4,741,998
      Inventories                                                     671,452          562,618        (1,334,959)
      Prepaid expenses                                               (289,655)           3,590             5,319
      Other assets                                                    441,861         (283,626)          269,668

    Increase (decrease) in:
      Accounts payable                                             (1,293,752)      (1,942,234)          320,288
      Accrued expenses                                                (42,721)        (408,272)          161,439
      Deferred revenue                                                     --         (478,150)         (464,488)
                                                                  -----------      -----------      ------------
        Net cash used in operating activities                      (3,587,544)      (4,147,953)       (7,496,126)
                                                                  -----------      -----------      ------------
</TABLE>

                                   (Continued)



                                      F-9
<PAGE>

                  COLUMBIA LABORATORIES, INC. AND SUBSIDIARIES
                  --------------------------------------------

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      -------------------------------------

                   FOR THE THREE YEARS ENDED DECEMBER 31, 2000
                   -------------------------------------------

                                   (Continued)

<TABLE>
<CAPTION>
                                                                      2000            1999              1998
                                                                  -----------      -----------      ------------
<S>                                                               <C>              <C>              <C>

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of product rights                                      $        --      $        --      $ (4,615,644)
  Proceeds from sale of assets                                      4,119,729               --                --
  Purchase of property and equipment                                  (16,168)        (108,648)         (264,720)
  Acquisition of intangibles                                         (525,000)        (100,000)               --
                                                                  -----------      -----------      ------------
    Net cash used in investing activities                           3,578,561         (208,648)       (4,880,364)
                                                                  -----------      -----------      ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net proceeds from issuance of preferred stock                            --        6,373,344                --
  Issuance of note payable                                                 --               --        10,000,000
  Dividends paid                                                     (217,940)        (409,651)               --
  Proceeds from exercise of options and warrants                    5,891,498          149,375           356,188
                                                                  -----------      -----------      ------------
    Net cash provided by financing activities                       5,673,558        6,113,068        10,356,188
                                                                  -----------      -----------      ------------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                               (51,953)         (89,670)           79,000
                                                                  -----------      -----------      ------------

NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                                                  5,612,622        1,666,797        (1,941,302)

CASH AND CASH EQUIVALENTS,
  Beginning of year                                                 1,982,085          315,288         2,256,590
                                                                  -----------      -----------      ------------

CASH AND CASH EQUIVALENTS,
  End of year                                                     $ 7,594,707      $ 1,982,085      $    315,288
                                                                  ===========      ===========      ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
  INFORMATION

  Interest paid                                                   $   712,500      $   712,500      $    367,357
                                                                  ===========      ===========      ============

  Taxes paid                                                      $    19,700      $   134,000      $    110,255
                                                                  ===========      ===========      ============

NON-CASH INVESTING AND FINANCING
  ACTIVITIES

  Common stock issued for trademark                               $   600,000      $        --      $         --
                                                                  ===========      ===========      ============
</TABLE>

           The accompanying notes to consolidated financial statements
                    are an integral part of these statements

                                      F-10
<PAGE>

                  COLUMBIA LABORATORIES, INC. AND SUBSIDIARIES
                  --------------------------------------------

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------


(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

    Organization-

Columbia Laboratories, Inc. (the "Company") was incorporated as a Delaware
corporation in December 1986. The Company's objective is to develop unique
pharmaceutical products that treat female specific diseases and conditions
including infertility, dysmenorrhea, endometriosis and hormonal deficiences.
Columbia's research in endocrinology has also led to the development of a
product to treat "Andropause" in men. Columbia's products primarily utilize the
Company's patented bioadhesive delivery technology.

    Principles of Consolidation-

The consolidated financial statements include the accounts of the Company and
its subsidiaries. All significant intercompany balances and transactions have
been eliminated in consolidation.

    Accounting Estimates-

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

    Foreign Currency-

The assets and liabilities of the Company's foreign subsidiaries are translated
into U.S. dollars at current exchange rates and revenue and expense items are
translated at average rates of exchange prevailing during the period. Resulting
translation adjustments are accumulated as a separate component of stockholders'
equity.

    Inventories-

Inventories are stated at the lower of cost (first-in, first-out) or market.
Components of inventory cost include materials, labor and manufacturing
overhead. Inventories consist of the following:



                                                        December 31,
                                            ----------------------------------
                                                 2000                1999
                                            ---------------     ---------------
Finished goods                                    $551,650          $1,029,574
Raw materials                                      428,088             819,242
                                            ---------------     ---------------
                                                  $979,738          $1,848,816
                                            ===============     ===============


                                      F-11
<PAGE>

    Property and Equipment-

Property and equipment are stated at cost less accumulated depreciation.
Leasehold improvements are amortized over the life of the respective leases.
Depreciation is computed on the straight-line basis over the estimated useful
lives of the respective assets, as follows:

                                                 Years

            Machinery and equipment             5 - 10
            Furniture and fixtures                   5

Costs of major additions and improvements are capitalized and expenditures for
maintenance and repairs which do not extend the life of the assets are expensed.
Upon sale or disposition of property and equipment, the cost and related
accumulated depreciation are eliminated from the accounts and any resultant gain
or loss is credited or charged to operations.

    Intangible Assets-

Intangible assets consist of the following:

                                                      December 31,
                                             -------------------------------
                                                 2000              1999
                                             ------------      -------------
        Patents                               $2,600,000         $2,600,000
        Trademarks                             1,581,644          4,956,644
        Licensing rights                         100,000            100,000
                                             ------------      -------------
                                               4,281,644          7,656,644
        Less accumulated amortization         (2,534,829)        (2,796,432)
                                             ------------      -------------
                                              $1,746,815         $4,860,212
                                             ============      =============

Patents are being amortized on a straight-line basis over their remaining lives
(through 2003). Trademarks are being amortized on a straight-line basis over ten
years to fifteen years. Licensing rights are being amortized over a period of
five years.

In April 1998, the Company and the Warner-Lambert Company signed an agreement
terminating their December 1991 license and supply agreement under which the
Warner-Lambert Company had distributed Replens, a vaginal moisturizer which had
been developed by the Company. Under the terms of the termination agreement, the
Company agreed to pay $4.6 million for the right to reacquire the product
Replens, effective on April 9, 1998. The $4.6 million cost was capitalized and
was being amortized over a 15 year period. Effective May 5, 2000, the Company
sold various tangible and intangible assets related to the U.S. rights for
Replens for a total of $4.5 million cash. The gain of approximately $159,000 is
included in Other Income, net in the accompanying consolidated statement of
operations.

On March 16, 2000, the Company acquired the U.S. rights for the product
Advantage S. The cost of the acquisition was $1,225,000 (in cash and Company
common stock) which is being amortized over a fifteen-year period.

    Long-lived Assets-

Following the acquisition of any long-lived assets, the Company continually
evaluates whether later events and circumstances have occurred that indicate the
remaining estimated useful life of the long-lived asset may warrant revision or
that the remaining balance of the long-lived asset may not be recoverable. When
factors indicate that a long-lived asset may be impaired, the Company uses an
estimate of the underlying product's future cash flows, including amounts to be
received over the remaining life of the long-lived asset from license fees,
royalty income, and related deferred revenue, in measuring whether the
long-lived asset is recoverable. Unrecoverable amounts are charged to
operations.


                                      F-12
<PAGE>


    Income Taxes-

The reconciliation of the effective income tax rate to the Federal statutory
rate is as follows:

                                            2000         1999         1998
                                         ----------   ----------   ----------
Federal income tax rate                      (34.0)%     (34.0)%      (34.0)%
Increase in valuation allowance               34.0        34.0         34.0
U.S. Alternative Minimum Tax                     -         3.2            -
                                         ----------   ----------   ----------
Effective income tax rate                      0.0%        3.2%         0.0%
                                         ==========   ==========   ==========


As of December 31, 2000, the Company has U.S. tax net operating loss
carryforwards of approximately $49 million which expire through 2020. The
Company also has unused tax credits of approximately $949,000 which expire at
various dates through 2012. Utilization of net operating loss carryforwards may
be limited in any year due to limitations in the Internal Revenue Code.
Accordingly, the Company recorded a $69,000 alternative minimum tax provision
for U.S. Federal taxes in 1999.

As of December 31, 2000 and 1999, other assets in the accompanying consolidated
balance sheets include deferred tax assets of approximately $18 million and $17
million, respectively (comprised primarily of a net operating loss carryforward)
for which a 100% valuation allowance has been recorded since the realizability
of the deferred tax assets are not determinable.

    Revenue Recognition-

Sales are recorded as products are shipped and services are rendered. Royalties
and additional monies owed to the Company based on the strategic alliance
partners sales are recorded as revenue as sales are made by the strategic
alliance partners.

    License Fees-

License fees are recognized as other income when the Company has no further
obligations with respect to the payments and thus, the earnings process is
complete.

    Advertising Expense-

All costs associated with advertising and promoting products are expensed in the
year incurred. Advertising and promotion expense was approximately $503,000 in
2000, $858,000 in 1999 and $758,000 in 1998.

    Research and Development Costs-

Company sponsored research and development costs related to future products are
expensed as incurred. Costs related to research and development contracts are
charged to cost of sales upon recognition of the related revenue.

    Loss Per Share-

Basic loss per share is computed by dividing the net loss plus preferred
dividends by the weighted average number of shares of common stock outstanding
during the period. Shares to be issued upon the exercise of the outstanding
options and warrants or the conversion of the preferred stock are not included
in the computation of diluted loss per share as their effect is antidilutive.


                                      F-13
<PAGE>


    Statements of Cash Flows-

For purposes of the statements of cash flows, the Company considers all
investments purchased with an original maturity of three months or less to be
cash equivalents.

    Stock-Based Compensation-

Under the provisions of Statement of Financial Accounting Standard ("SFAS") No.
123, "Accounting for Stock-Based Compensation", companies can either measure the
compensation cost of equity instruments issued under employee compensation plans
using a fair value based method, or can continue to recognize compensation cost
using the intrinsic value method under the provisions of Accounting Principles
Board Opinion ("APB") No. 25. However, if the provisions of APB No. 25 are
continued, pro forma disclosure of net income or loss and earnings or loss per
share must be presented in the financial statements as if the fair value method
had been applied. For the three years ended December 31, 2000, the Company has
recognized compensation costs under the provisions of APB No. 25, and has
provided the expanded disclosure required by SFAS No. 123 (see Note 4).

    Office Closing Expense-

Office closing expense represents the cost associated with closing down the
Company's Florida office.

    Recent Accounting Pronouncements-

The Company does not believe that any recently issued, but not yet effective
accounting standards will have a material effect on the Company's consolidated
financial position, results of operations or cash flows.

(2) STRATEGIC ALLIANCE AGREEMENTS:

In May 1995, the Company entered into a worldwide, except for South Africa,
license and supply agreement with American Home Products Corporation ("AHP")
under which the Wyeth-Ayerst Laboratories division of AHP marketed Crinone.
Under the terms of the agreement, the Company earned $7 million in milestone
payments in 1997 and may receive additional milestone payments in the future.
The Company also supplies Crinone to AHP at a price equal to 30% of AHP's net
selling price. On July 2, 1999, AHP assigned the license and supply agreement to
Ares-Serono, a Swiss pharmaceutical company. The Company will supply Crinone to
Ares-Serono under the same terms as in the agreement with AHP.

In March 1999, the Company entered into a license and supply agreement with
Mipharm SpA under which Mipharm SpA will be the exclusive marketer of the
Company's previously unlicensed women's healthcare products in Italy, Portugal,
Greece and Ireland with a right of first refusal for Spain. Under the terms of
the agreement, the Company has received $462,500, net of expenses, and expects
to receive future milestone payments as products are made available by the
Company.

Effective May 5, 2000, the Company sold various tangible and intangible assets
related to the U.S. rights for Replens to Lil' Drug Store Products, Inc., for a
total of $4.5 million cash. Additionally, the purchaser agreed to buy up to
$500,000 of Replens inventory from the Company and to pay future royalties of up
to $2 million equal to 10% of future U.S. sales of Replens. Additionally,
effective May 5, 2000, the Company licensed its Legatrin PM, Legatrin GCM,
Vaporizer in a Bottle and Diasorb brands to the same purchaser mentioned above.
Under the terms of these agreements, the Company will receive license fees equal
to 20% of the license's net sales of these brands. These agreements each have a
five-year terms with provisions for renewal and contain options that allow the
licensee to acquire these brands from the Company. On December 29, 2000, Lil'
drug Store Products, Inc. acquired the Vaporizer in a Bottle brand for $201,800.

The Company has also entered into strategic alliance agreements for the foreign
marketing and distribution of Replens and Advantage-S with various
pharmaceutical companies. Pursuant to these agreements, the Company has received
advance payments, of which $100,000 is reflected as deferred revenue in the
accompanying December 31, 2000 and 1999 consolidated balance sheets. These
advance payments will be recognized as products are shipped to the applicable
strategic alliance partners or as sales are made by the strategic alliance
partners.


                                      F-14
<PAGE>


(3) CONVERTIBLE SUBORDINATED NOTE PAYABLE:

On March 16, 1998, the Company issued to an institutional investor a $10 million
convertible subordinated note due March 15, 2005. The note is subordinate to
other senior securities of the Company and bears interest at 7 1/8% which is
payable semi-annually on March 15 and September 15. The note is convertible into
662,032 shares of common stock at a price equal to $15.105 per share. The
Company also granted certain registration rights to the investor, under which
the earliest the shares underlying the note could be registered would be March
19,1999. The carrying amount of the Company's convertible subordinated note
payable approximates fair value using the Company's estimated incremental
borrowing rate.

(4) STOCKHOLDERS' EQUITY (DEFICIENCY):

    Preferred Stock-

In November 1989, the Company completed a private placement of 151,000 shares of
Series A Convertible Preferred Stock ("Series A Preferred Stock"). The Series A
Preferred Stock pays cumulative dividends at a rate of 8% per annum payable
quarterly and each share is convertible into 12.36 shares of Common Stock.

In August 1991, the Company completed a private placement of 150,000 shares of
Series B Convertible Preferred Stock ("Series B Preferred Stock"). Each share of
Series B Preferred Stock is convertible into 20.57 shares of Common Stock.

Upon liquidation of the Company, the holders of the Series A and Series B
Preferred Stock are entitled to $100 per share. In addition, the holders of
Series A Preferred Stock are entitled to accumulated unpaid dividends. The
Series A Preferred Stock shares are redeemable for cash, at the option of the
Company, at specified redemption prices. The Series B Preferred Stock will be
automatically converted into Common Stock upon the occurrence of certain events.
Holders of the Series A and Series B Preferred Stock are entitled to one vote
for each share of Common Stock into which the preferred stock is convertible.

In January 1999, the Company raised approximately $6.4 million, net of expenses
from the issuance and sale of Series C Convertible Preferred Stock ("Series C
Preferred Stock"). The Series C Preferred Stock, sold to twenty-four accredited
investors, has a stated value of $1,000 per share. The Series C Preferred Stock
is convertible into common stock at the lower of: (i) $3.50 per common share and
(ii) 100% of the average of the closing prices during the three trading days
immediately preceding the conversion notice. If conversion is based on the $3.50
conversion price, conversion may take place after the underlying common stock is
registered. If conversion is based on the alternative calculation, conversion
cannot take place for fifteen months. The Series C Preferred Stock pays a 5%
dividend, payable quarterly in arrears on the last day of the quarter.

     Warrants-

As of December 31, 2000, the Company had warrants outstanding for the purchase
of 536,478 shares of Common Stock. Information on outstanding warrants is as
follows:

                     Exercise
                        Price
                        -----
                       $ 3.50              162,225
                         4.81              225,000
                         7.06               25,000
                         7.50               75,000
                        10.78               49,253
                                           -------
                                           536,478
                                           =======

All the warrants are exercisable as of December 31, 2000.


                                      F-15
<PAGE>

     Stock Option Plan-

All employees, officers, directors and consultants of the Company or any
subsidiary were eligible to participate in the Columbia Laboratories, Inc. 1988
Stock Option Plan, as amended (the "Plan"). Under the Plan, a total of 5,000,000
shares of Common Stock were authorized for issuance upon exercise of the
options. As of October 1996, no further options will be granted pursuant to this
Plan.

In October 1996, the Company adopted the 1996 Long-term Performance Plan
("Performance Plan") which provides for the grant of stock options, stock
appreciation rights and restricted stock to certain designated employees of the
Company, non-employee directors of the Company and certain other persons
performing significant services for the Company as designated by the
Compensation/Stock Option Committee of the Board of Directors. Pursuant to the
Performance Plan, an aggregate of 3,000,000 shares of Common Stock have been
reserved for issuance. In May 2000, the number of shares reserved for issuance
was increased to 4,000,000.

A summary of the status of the Company's two stock option plans as of December
31, 2000, 1999 and 1998 and changes during the years ending on those dates is
presented below:

<TABLE>
<CAPTION>
                                               2000                     1999                      1998
                                    ------------------------   ------------------------  -----------------------
                                                   Weighted                    Weighted                 Weighted
                                                    Average                     Average                  Average
                                                   Exercise                    Exercise                 Exercise
                                       Shares        Price        Shares         Price     Shares        Price
                                    ------------------------   ------------------------  -----------------------
<S>                                   <C>             <C>        <C>             <C>      <C>             <C>
Outstanding at beginning of year      5,671,438       $8.83      5,184,938       $9.13    4,557,274       $8.92
Granted                                 687,000        8.21        512,500        5.97      904,000       11.52
Exercised                              (793,107)       6.40         (5,000)       5.38      (31,500)       6.66
Forfeited                               (15,188)      13.25        (21,000)      15.59     (244,836)      11.29
                                    ------------               ------------              -----------
Outstanding at end of year            5,550,143        9.06      5,671,438        8.83    5,184,938        9.13
                                    ============               ============              ===========

Options exercisable at year end       4,803,143                  5,038,938                4,210,938
                                    ============               ============              ===========
</TABLE>

The following table summarizes information about stock options outstanding at
December 31, 2000:

<TABLE>
<CAPTION>
                                      Options Outstanding                           Options Exercisable
                  ------------------------------------------------------    -----------------------------------
                                              Weighted
                                               Average        Weighted                                Weighted
    Range of             Number               Remaining       Average             Number             Average
    Exercise           Outstanding           Contractual      Exercise          Exercisable           Exercise
     Prices       at December 31, 2000       Life (Years)       Price       at December 31, 2000       Price
----------------  ------------------------------------------------------    -----------------------------------
<S>                          <C>                <C>             <C>                    <C>              <C>
 $3.19 - $4.00                 110,000          7.99           $3.26                     110,000       $3.26
 $4.38 - $7.75               2,256,643          4.93            5.00                   2,056,643        4.94
 $8.00 - $12.13              2,024,500           712           10.46                   1,477,500       10.89
$12.25 - $18.63              1,159,000          6.15           15.09                   1,159,000       15.09
                  ---------------------                                     --------------------
 $3.19 - $18.63              5,550,143          6.05            9.06                   4,803,143        9.18
                  =====================                                     ====================
</TABLE>


                                      F-16
<PAGE>

The Company applies APB Opinion 25 and related Interpretations in accounting for
its plans. Accordingly, no compensation cost has been recognized for the stock
option plans. Had compensation cost been determined based on the fair value at
the grant dates for those awards consistent with the method of FASB Statement
123, the Company's net income or loss per share would have been decreased or
increased to the pro forma amounts indicated below:

<TABLE>
                                                   2000            1999            1998
                                             -----------------------------------------------
<S>                       <C>                  <C>             <C>             <C>
Net loss                  As reported          ($2,602,931)    ($2,210,208)    ($13,859,734)
                                             ===============================================
                          Proforma             ($4,187,485)    ($4,311,608)    ($17,479,167)
                                             ===============================================

Loss per share            As reported               ($0.09)         ($0.09)          ($0.48)
                                             ===============================================
                          Proforma                  ($0.15)         ($0.15)          ($0.61)
                                             ===============================================
</TABLE>

The estimated grant date present value reflected in the above table is
determined using the Black-Scholes model. The material assumptions and
adjustments incorporated in the Black-Scholes model in estimating the value of
the options reflected in the above table include the following: (i) an exercise
price equal to the fair market value of the underlying stock on the dates of
grant, (ii) an option term of three years, (iii) a risk free rate of 6% that
represents the interest rate on a U.S. Treasury security with a maturity date
corresponding to that of the option term, (iv) volatility of 87.2% for 2000,
86.7% for 1999 and 55% for 1998 and (v) no annualized dividends paid with
respect to a share of Common Stock at the date of grant. The ultimate values of
the options will depend on the future price of the Company's Common Stock, which
cannot be forecast with reasonable accuracy. The actual value, if any, an
optionee will realize upon exercise of an option will depend on the excess of
the market value of the Company's Common Stock over the exercise price on the
date the option is exercised.


                                      F-17
<PAGE>

(5) INCOME (LOSS) PER COMMON AND POTENTIAL COMMON SHARE:

The calculation of basic and diluted income (loss) per common and potential
common share is as follows:

<TABLE>
<CAPTION>
                                                   2000              1999              1998
                                               ------------      ------------      ------------
<S>                                            <C>               <C>               <C>
Net loss                                       $ (2,602,931)     $ (2,210,208)     $(13,859,734)
Less: Preferred stock dividends                    (217,940)         (287,994)           (6,714)
         Deduction related to Series C
            Convertible Preferred Stock                  --          (133,320)               --
                                               ------------      ------------      ------------

Net loss applicable to
   common stock                                $ (2,820,871)     $ (2,631,522)     $(13,866,448)
                                               ============      ============      ============
Basic and diluted:
     Weighted average number of
          common shares outstanding              30,235,000        28,853,000        28,679,000
                                               ============      ============      ============

     Basic and diluted net loss per common
          and potential common share           $      (0.09)     $      (0.09)     $      (0.48)
                                               ============      ============      ============
</TABLE>


                                      F-18
<PAGE>

(6) COMMITMENTS AND CONTINGENCIES:

Cash and cash equivalents-

The Company maintains its cash in bank deposit accounts which at times may
exceed federally insured limits. The Company believes that there is no credit
risk with respect to these accounts.

Leases-

The Company leases office space, apartments and office equipment under
noncancelable operating leases. Lease expense for each of the three years ended
December 31, 2000, 1999 and 1998 totaled $548,914, $641,569 and $813,167,
respectively. Future minimum lease payments as of December 31, 2000 are as
follows:

                     2001                  $320,426
                     2002                   191,284
                     2003                   162,813
                     2004                   138,532
                     2005                    29,787
                     Thereafter               9,425
                                           --------
                                           $852,267
                                           ========

Royalties-

In 1989, the Company purchased the assets of Bio-Mimetics, Inc. which consisted
of the patents underlying the Company's Bioadhesive Delivery System, other
patent applications and related technology, for $2,600,000, in the form of 9%
convertible debentures which were converted into 500,000 shares of Common Stock
during 1991, and $100,000 in cash. In addition, Bio-Mimetics, Inc. receives a
royalty equal to two percent of the net sales of products based on the
Bioadhesive Delivery System up to an aggregate amount of $7,500,000. In
addition, beginning in March 1995, the Company agreed to prepay a portion of the
remaining royalty obligation if certain conditions are met. The Company may not
assign the patents underlying the Bioadhesive Delivery System without the prior
written consent of Bio-Mimetics, Inc. until the aggregate royalties have been
paid.

In May 1989, the Company signed an exclusive agreement to license the U.S. and
Canadian marketing rights for Diasorb(R), a unique pediatric antidiarrheal
product formerly marketed by Schering-Plough Corporation. Under the terms of the
agreement, the Company is obligated to pay a royalty equal to 5% of the net
sales of Diasorb.

Employment Agreements-

The Company has employment agreements with certain employees, some of whom are
also stockholders of the Company. All of the remaining agreements terminate by
December 31, 2001. The future base compensation to be paid under these
agreements in 2001 totals $ 1,011,750.

During 1993, the Company's stockholders approved an Incentive Compensation Plan
covering all employees pursuant to which an aggregate of 5% of pretax earnings
of the Company for any year will be awarded to designated employees of the
Company. No provision was required in 2000, 1999 and 1998.


                                      F-19
<PAGE>

Legal Proceedings-

In June and July 2000, six class action lawsuits were filed in the United States
District Court for the Southern District of Florida purportedly on behalf of
purchasers of the Company's common stock during the period from November 8, 1999
to June 9, 2000. These lawsuits were later combined into one. The complaints
allege, among other things, that the Company and William Bologna, David Weinberg
and Norman Meier made materially misleading statements and omissions about the
likely prospects for two of the Company's products in violation of the federal
securities law. The Company and the individual defendants have filed a motion to
dismiss the complaint. We intend to defend this lawsuit vigorously.

The Company filed an action in the United States District Court for the Southern
District of Florida ("Florida Action") in November 1997 seeking a declaratory
judgement on certain issues related to its relationship with Lake Consumer
Products, Inc. ("Lake") as governed in the contract between the Company and
Lake. Lake filed an action against the Company in the United States District
Court, Northern District of Illinois ("Illinois Action") , for damages alleged
by Lake to have been suffered by it as a result of the FDA's allegations in July
1997 that the Company's nonoxynol-9 product, then marketed by Lake under the
tradename Advantage 24, was not permitted to be sold under the monograph. The
IllinoisAction was dismissed by the Illinois Court and transferred to the
Florida Court for consolidation as a counterclaim in the Florida Action. On
March 16, 2000, the Company and Lake settled all outstanding issues in the
consolidated Florida Action by the Company having bought out the contract for
the sum of $1,200,000 ($600,000 in cash and $600,000 in the form of Company
common stock). As a result, the Company reacquired the U.S. rights to the
Advantage product and both parties agreed to have their legal actions dismissed.

Other claims and law suits have been filed against the Company. In the opinion
of management and counsel, none of these lawsuits are material and they are all
adequately reserved for or covered by insurance or, if not so covered, are
without any or have little merit or involve such amounts that if disposed of
unfavorably would not have a material adverse effect on the Company.


(7) RELATED-PARTY TRANSACTIONS:

During 1993, the Company loaned two individuals who are employees, directors and
stockholders of the Company an aggregate of $190,350. These notes, which bear
interest at 10% per annum and which were due on or before December 7, 1997 were
subsequently extended through December 7, 1999. At December 31, 2000, the
aggregate balance of $325,718 remains outstanding and is included in other
current assets in the accompanying 2000 consolidated balance sheet.

In connection with the issuance of the Series C Convertible Preferred Stock in
January 1999, the Company received two notes receivable from Norman M. Meier,
the President and Chief Executive Officer, and from William J. Bologna, the
Chairman of the Board, for $350,000 and $250,000, respectively. The notes bear
interest at 5% per annum and were due on July 28, 1999. Mr. Meier's note was
paid in December 1999 with interest through the date of payment and Mr.
Bologna's note was paid in January 2000 with interest through the date of
payment.

The above notes are reflected in the accompanying balance sheets at their face
value plus interest which approximates fair value.


                                      F-20
<PAGE>

(8) SEGMENT INFORMATION:

The Company and its subsidiaries are engaged in one line of business, the
development and sale of pharmaceutical products. One customer accounted for
approximately 73% of 2000 consolidated net sales. This and another customer
(under the same contract), which it replaced in mid-1999, accounted for 56% of
1999 consolidated net sales. The former customer accounted for 25% of 1998
consolidated net sales. Another customer accounted for approximately 5%, 9% and
15% of 2000, 1999 and 1998 consolidated net sales, respectively. A third
customer accounted for approximately 5% of 1999 consolidated net sales. The
following table shows selected information by geographic area:

                                                        Income
                                           Net       (loss) from    Identifiable
                                          Sales       Operations       Assets
                                      ------------   ------------   -----------

As of and for  the year
ended  December 31, 2000-

       United States                  $ 10,346,482   ($   137,527)  $ 7,361,419
       Europe                            2,826,647     (2,105,890)    8,157,812
                                      ------------   ------------   -----------
                                      $ 13,173,129   ($ 2,243,417)  $15,519,231
                                      ============   ============   ===========

As of and for the year
ended December 31, 1999-

       United States                  $ 16,376,205   $  3,860,850   $ 9,047,230
       Europe                            2,544,869     (5,761,680)    3,940,383
                                      ------------   ------------   -----------
                                      $ 18,921,074   ($ 1,900,830)  $12,987,613
                                      ============   ============   ===========

As of and for the year
ended December 31, 1998-

       United States                  $  7,515,436   ($ 4,114,779)  $ 7,965,715
       Europe                            2,502,208     (9,282,374)    3,913,831
                                      ------------   ------------   -----------
                                      $ 10,017,644   ($13,397,153)  $11,879,546
                                      ============   ============   ===========


                                      F-21
<PAGE>

(9) QUARTERLY FINANCIAL INFORMATION (UNAUDITED):

The following table summarizes selected quarterly data for the years ended
December 31, 2000 and 1999:

<TABLE>
<CAPTION>
                                     First           Second            Third          Fourth              Full
                                    Quarter          Quarter          Quarter         Quarter             Year
                                  --------------------------------------------------------------------------------
<S>                               <C>              <C>              <C>              <C>              <C>
    2000
    ----
Net sales                         $ 2,989,930      $ 2,716,025      $ 3,513,917      $ 3,953,257      $ 13,173,129
Gross profit                        1,770,082        1,835,708        2,523,849        2,935,418         9,065,057
Income (loss) from operations      (1,194,328)        (988,915)        (212,824)         152,650        (2,243,417)
Net income (loss)                  (1,361,696)      (1,176,080)        (272,547)         207,392        (2,602,931)
Basic and diluted earnings
 (loss) per common share                (0.05)           (0.04)           (0.01)            0.01             (0.09)


1999
----
Net sales                         $ 5,466,461      $ 7,159,117      $ 4,504,390      $ 1,791,106      $ 18,921,074
Gross profit                        3,689,620        5,310,920        3,153,884        1,111,300        13,265,724
Income (loss) per share               (42,881)       1,381,596         (761,810)      (2,477,735)       (1,900,830)
Net income (loss)                     140,110        1,175,494         (930,183)      (2,595,629)       (2,210,208)
Basic and diluted earnings
 (loss) per common share                 0.00             0.03            (0.03)           (0.09)            (0.09)
</TABLE>


(10) SUBSEQUENT EVENTS:

On January 31, 2001, the Company sold 288,462 shares of its common stock for
$1,500,000 to an institutional investor. The sold shares were registered
pursuant to an effective S-3 registration.

On February 6, 2001, the Company entered into an equity financing facility with
an institutional investor for up to $20 million over a twenty-four month period.
The Company may, at its discretion, subject to certain conditions, including
market price, sell shares of its common stock to the institutional investor
pursuant to this financing facility at a small discount to market to be
determined before each sale. The financing is not subject to any minimum
takedown requirements, nor did the Company pay any brokers, finders or financial
advisory fees or commissions in connection with this financing facility. The
shares to be sold are registered pursuant to an effective S-3 registration.

In March 2001, the Company entered into a three-year employment agreement with
G. Frederick Wilkinson to serve as President and Chief Executive Officer of the
Company. Pursuant to his employment agreement, Mr. Wilkinson is entitled to a
base salary of $450,000 per year plus a minimum ten percent bonus. Additionally,
Mr. Wilkinson was granted options to purchase 500,000 shares of the Company's
common stock at an exercise price of $5.85 and warrants to purchase 350,000
shares of the Company's common stock at an exercise price of $8.35. The options
and warrants vest ratably over a four-year period.


                                      F-22
<PAGE>

                  COLUMBIA LABORATORIES, INC. AND SUBSIDIARIES
                  --------------------------------------------


                      INDEX TO FINANCIAL STATEMENT SCHEDULE
                      -------------------------------------

                                                                            Page
                                                                            ----

Report of Independent Certified Public Accountants                           S-2

Schedule II-Valuation and Qualifying Accounts and Reserves                   S-3


                                      S-1
<PAGE>

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



To the Board of Directors and Stockholders
of Columbia Laboratories, Inc.:


We have audited in accordance with generally accepted auditing standards, the
financial statements of Columbia Laboratories, Inc. and Subsidiaries for each of
the three years in the period ended December 31, 2000 included in this Form 10-K
and have issued our report thereon dated February 13, 2001, except for the third
paragraph of Note 10 as to which the date is March 12, 2001. Our audits were
made for the purpose of forming an opinion on the basic financial statements
taken as a whole. Schedule II is the responsibility of the Company's management
and is presented for purposes of complying with the Securities and Exchange
Commission's rules and is not part of the basic financial statements. This
schedule has been subjected to the auditing procedures applied in the audits of
the basic financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.




GOLDSTEIN GOLUB KESSLER LLP

New York, New York
February 13, 2001, except for the third paragraph of Note 10 as to which the
date is March 12, 2001.


                                      S-2
<PAGE>

                  COLUMBIA LABORATORIES, INC. AND SUBSIDIARIES
                  --------------------------------------------

                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                 -----------------------------------------------

                   FOR THE THREE YEARS ENDED DECEMBER 31, 2000
                   -------------------------------------------

<TABLE>
<CAPTION>
                                                             Charged to
                                           Balance at       (credited to)                        Balance
                                           beginning          costs and                          at end
            Description                    of period          expenses         Deductions       of period
-----------------------------------       -----------       -------------      ----------       ---------
<S>                                         <C>                  <C>              <C>             <C>
   YEAR ENDED DECEMBER 31, 2000:
  Allowance for doubtful accounts           $119,829             ($6,523)         $90,306         $23,000
                                          ===========       =============      ==========       =========


   YEAR ENDED DECEMBER 31, 1999:
  Allowance for doubtful accounts           $229,829             $10,000         $120,000        $119,829
                                          ===========       =============      ==========       =========


   YEAR ENDED DECEMBER 31, 1998:
  Allowance for doubtful accounts           $132,276            $105,000           $7,447        $229,829
                                          ===========       =============      ==========       =========
</TABLE>


                                      S-3
<PAGE>
                                  EXHIBIT INDEX

Exhibit Numbers

3.1    --   Restated Certificate of Incorporation of the Company, as amended 1/
3.2    --   Amended and Restated By-laws of Company 10/
4.1    --   Certificate of Designations, Preferences and Rights of Series C
            Convertible Preferred Stock of the Company, dated as of January 7,
            1999 10/
4.2    --   Securities Purchase Agreement, dated as of January 7, 1999, between
            the Company and each of the purchasers named on the signature pages
            thereto 10/
4.3    --   Securities Purchase Agreement, dated as of January 19, 1999, among
            the Company, David M. Knott and Knott Partners, L.P. 10/
4.4    --   Securities Purchase Agreement, dated as of February 1, 1999, between
            the Company and Windsor Partners, L.P. 10/
4.5    --   Registration Rights Agreement, dated as of January 7, 1999, between
            the Company and each of the purchasers named on the signature pages
            thereto 10/
4.6    --   Form of Warrant to Purchase Common Stock 10/
4.7    --   Warrant to Purchase Common Stock granted to James J. Apostolakis on
            September 23, 1999
10.1   --   Employment Agreement dated as of January 1, 1996, between the
            Company and Norman M. Meier 6/
10.2   --   Employment Agreement dated as of January 1, 1996, between the
            Company and William J. Bologna 6/
10.3   --   1988 Stock Option Plan, as amended, of the Company 4/
10.4   --   1996 Long-term Performance Plan, as amended, of the Company 7/
10.5   --   License and Supply Agreement between Warner-Lambert Company and the
            Company dated December 5, 199 13/
10.6   --   Asset Purchase, License and Option Agreement, dated November 22,
            1989 1/
10.7   --   Employment Agreement dated as of April 15, 1997, between the Company
            and Nicholas A. Buoniconti 8/
10.8   --   License and Supply Agreement for Crinone between Columbia
            Laboratories, Inc. (Bermuda) Ltd. and American Home Products dated
            as of May 21, 1995 5/
10.9   --   Addendum to Employment Agreement dated as of September 1, 1997,
            between the Company and Norman M. Meier 8/
10.10  --   Addendum to Employment Agreement dated as of September 1, 1997,
            between the Company and William J. Bologna 8/
10.11  --   Addendum to Employment Agreement dated as of September 1, 1997,
            between the Company and Nicholas A. Buoniconti 8/
10.12  --   Convertible Note Purchase Agreement, 7 1/8% Convertible Subordinated
            Note due March 15, 2005 and Registration Rights Agreement all dated
            as of March 16, 1998 between the Company and SBC Warburg Dillon Read
            Inc. 9/
10.13  --   Termination Agreement dated as of April 1, 1998 between the Company
            and the Warner-Lambert Company 9/
10.14  --   Addendum to Employment Agreement dated as of October 8, 1998,
            between the Company and Nicholas A. Buoniconti. 10/
10.15  --   Agreement dated as of December 14, 1998, by and among Columbia
            Laboratories, Inc., William J. Bologna, Norman M. Meier, James J.
            Apostolakis, David Ray, Bernard Marden, Anthony R. Campbell, David
            M. Knott and Knott Partners, L.P. 10/
10.16  --   License and Supply Agreement for Crinone between Columbia
            Laboratories (Bermuda) Limited and Ares Trading S.A. dated as of May
            20, 1999 11/
10.17  --   Addendum to Employment Agreement dated as of January 1, 2000 between
            the Company and Norman M. Meier 11/
10.18  --   Addendum to Employment Agreement dated as of January 1, 2000 between
            the Company and William J. Bologna 11/
10.19  --   Employment Agreement dated as of January 1, 2000 between the Company
            and James J. Apostolakis 11/
10.20  --   Employment Agreement dated December 30, 1999 between the Company and
            Dominique de Ziegler 11/
10.21  --   Settlement Agreement and Release dated as of March 16, 2000 between
            Columbia Laboratories (Bermuda) Ltd. and Lake Consumer Products,
            Inc. 11/
10.22  --   Replens Purchase and License Agreement dated April 18, 2000, between
            the Company and Lil' Drug Store Products, Inc. 12/

<PAGE>

10.23  --   License Agreement dated April 18, 2000, between the Company and Lil'
            Drug Store Products, Inc. 12/
10.24  --   Distribution Agreement dated April 18, 2000, between the Company and
            Lil' Drug Store Products, Inc. 12/
10.25  --   Stock Purchase Agreement, dated January 31, 2001, between the
            Company and Ridgeway Investment Limited 13/
10.26  --   Common Stock Purchase Agreement, dated February 6, 2001, between the
            Company and Acqua Wellington North American Equities Fund, Ltd. 13/
10.27  --   Employment Agreement dated March 16, 2001 between the Company and G.
            Frederick Wilkinson 14/
21          Subsidiaries of the Company 15/

1/          Incorporated by reference to the Registrant's Registration Statement
            on Form S-1 (File No. 33-31962) declared effective on May 14, 1990.

2/          Incorporated by reference to the Registrant's Annual Report on Form
            10-K for the year ended December 31, 1990.

3/          Incorporated by reference to the Registrant's Current Report on Form
            8-K, filed on January 2, 1992.

4/          Incorporated by reference to the Registrant's Annual Report on Form
            10-K for the year ended December 31, 1993.

5/          Incorporated by reference to the Registrant's Registration Statement
            on Form S-1 (File No. 33-60123) declared effective August 28, 1995.

6/          Incorporated by reference to the Registrant's Annual Report on Form
            10-K for the year ended December 31, 1995.

7/          Incorporated by reference to the Registrant's Proxy Statement dated
            May 10, 2000.

8/          Incorporated by reference to the Registrant's Annual Report on Form
            10-K for the year ended December 31, 1997.

9/          Incorporated by reference to the Registrant's Quarterly Report on
            Form 10-Q for the quarter ended March 31, 1998.

10/         Incorporated by reference to the Registrant's Annual Report on Form
            10-K for the year ended December 31, 1998.

11/         Incorporated by reference to the Registrant's Annual Report on Form
            10-K for the year ended December 31, 1999.

12/         Incorporated by reference to the Registrant's Quarterly Report on
            Form 10-Q for the quarter ended June 30, 2000.

13/         Incorporated by reference to the Registrant's Current Report on Form
            8-K, filed on February 7, 2001.

14/         Incorporated by reference to the Registrant's Current Report on Form
            8-K, filed on March 26, 2001.


15/         Incorporated by reference to the Registrant's Annual Report on Form
            10-K, filed on March 29, 2001.