EXHIBIT 4.1

CERTIFICATE OF DESIGNATIONS,
PREFERENCES AND RIGHTS

OF

SERIES C CONVERTIBLE PREFERRED STOCK

OF

COLUMBIA LABORATORIES, INC.

Pursuant to Section 151 of the General Corporation Law of the State of Delaware

Columbia Laboratories, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the "Corporation"), hereby certifies that the following resolutions were adopted by the Board of Directors of the Corporation on January 7, 1999 pursuant to authority of the Board of Directors as required by Section 151 of the General Corporation Law of the State of Delaware:

RESOLVED, that pursuant to the authority expressly granted to and vested in the Board of Directors of the Corporation (the "Board" or the "Board of Directors") by the provisions of the Certificate of Incorporation of the Corporation (the "Certificate of Incorporation"), there hereby is created, out of the 1,000,000 shares of preferred stock of the Corporation authorized in Article FOURTH of the Certificate of Incorporation (the "Preferred Stock"), a series of Preferred Stock consisting of 6,660 shares, which series shall have the following powers, designations, preferences and relative, participating, optional or other rights, and the following qualifications, limitations and restrictions (in addition to the powers, designations, rights, and the qualifications, limitations and restrictions, set forth in the Certificate of Incorporation which are applicable to the Preferred Stock).

ARTICLE 1

DESIGNATION AND AMOUNT

The shares of such series shall be designated as "Series C Convertible Preferred Stock" (the "Series C Preferred Stock") and the authorized number of shares constituting such series shall be 6,660 shares. The par value of the Series C Preferred Stock shall be $.01 per share. The stated value of the Series C Preferred Stock shall be One Thousand Dollars ($1,000) per share (the "Stated Value").

ARTICLE 2
DEFINITIONS

SECTION 2.1 DEFINITIONS. The terms defined in this Article whenever used in this Certificate of Designations have the following respective meanings:

(a) "AFFILIATE" has the meaning ascribed to such term in Rule 12b-2 under the Securities Exchange Act of 1934, as amended.

(b) "BUSINESS DAY" means a day other than Saturday, Sunday or any day on which banks located in the State of New York are authorized or obligated to close.

(c) "CLOSING DATE" means the date of issuance of the first share of Series C Preferred Stock.

(d) "COMMON SHARES" or "COMMON STOCK" means shares of common stock, $.01 par value, of the Corporation.

(e) "CONVERSION DATE" means any day on which all or any portion of shares of the Series C Preferred Stock is converted in accordance with the provisions hereof.

(f) "CONVERSION NOTICE" has the meaning set forth in Section 6.2.

(g) "CONVERSION PRICE" means on any date of determination the applicable price for the conversion of shares of Series C Preferred Stock into Common Shares on such day as set forth in Section 6.1.

(h) "CONVERSION SHARES" mean shares of Common Stock issuable upon conversion of the Series C Preferred Stock or any accrued and unpaid dividends thereon.

(i) "CORPORATION" means Columbia Laboratories, Inc., a Delaware corporation, and any successor or resulting

corporation by way of merger, consolidation, sale or exchange of all or substantially all of the Corporation's assets, or otherwise.

(j) "CURRENT MARKET PRICE" on any date of determination means the closing price of a Common Share on such day as reported on the American Stock Exchange ("AMEX"), or if the Common Stock is not listed or admitted to trading on the AMEX, on such other principal national securities exchange or quotation system on which the common stock is then listed or quoted, or, if not listed or quoted or admitted to trading on any national securities exchange or quotation system, the closing bid price of such security on the over-the-counter market on the day in question as reported by the National Quotation Bureau Incorporated, or a similar generally accepted reporting service, or if not so available, in such manner as furnished by any Nasdaq member firm of the National Association of Securities Dealers, Inc. selected from time to time by the Board of Directors of the Corporation for that purpose, or, if not so available, a price determined in good faith by the Board of Directors of the Corporation as being equal to the fair market value thereof.

(k) "ISSUE DATE" means the date of original issuance of the applicable share of Series C Preferred Stock.

(l) "MARKET DISRUPTION EVENT" means any event that results in a material suspension or limitation of trading of Common Shares on the AMEX or such other principal national securities exchange on which the common stock is then listed.

(m) "PERSON" means an individual, a corporation, a partnership, an association, a limited liability company, a unincorporated business organization, a trust or other entity or organization, and any government or political subdivision or any agency or instrumentality thereof.

(n) "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights Agreement, dated as of the Issue Date, between the Corporation and certain holders of the Series C Preferred Stock.

(o) "REGISTRATION STATEMENT" means a registration statement that the meets the requirements of the Registration Rights Agreement and registers the resale of the Conversion Shares by the recipient thereof.

(p) "SEC" means the United States Securities and Exchange Commission.

(q) "SECURITIES ACT" means the Securities Act of 1933, as amended, and the rules and regulations of the SEC thereunder, all as in effect at the time.

(r) "SERIES C PREFERRED STOCK" means the Series C Convertible Preferred Stock of the Corporation created by this Certificate of Designations or such other convertible Preferred Stock exchanged therefor as provided in
Section 6.4.

(s) "STATED VALUE" has the meaning set forth in Article 1.

(t) "SUBSIDIARY" means any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are owned directly or indirectly by the Corporation.

(u) "TRADING DAY" means any day on which purchases and sales of securities authorized for quotation on the AMEX are reported thereon and on which no Market Disruption Event has occurred or, if the Common Stock is not listed or admitted to trading on the AMEX, a day on which the principal national securities exchange on which the Common Stock is listed or admitted to trading is open for the transaction of business, or, if the Common Stock is not so listed or admitted to trading on any national securities exchange, a day on which the Nasdaq National Market (or any successor thereto) or such other system then in use is open for the transaction of business, or, if the Common Stock is not quoted by any such organization, any day other than a Saturday, Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close.

All references to "cash" or "$" herein means currency of the United States of America.

ARTICLE 3
RANK

The Series C Preferred Stock shall rank (i) prior to the Common Stock; (ii) prior to any class or series of capital stock of the Corporation hereafter created other than "Pari Passu Securities" (collectively, with the Common Stock, "Junior Securities"); (iii) pari passu with the Corporation's Series A Convertible Preferred Stock (the "Series A Preferred Stock") and the Corporation's Series B Convertible Preferred Stock (the "Series B Preferred

Stock"); and (iv) pari passu with any class or series of capital stock of the Corporation hereafter created specifically ranking on parity with the Series C Preferred Stock (collectively, with the Series A Preferred Stock and the Series B Preferred Stock, "Pari Passu Securities").

ARTICLE 4
DIVIDENDS

SECTION 4.1

(a) (i) Subject to Article 6 hereof, a holder of Series C Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors, out of funds legally available for the payment of dividends, dividends (subject to Section 4(a)(ii) hereof) at the rate of 5% per annum (computed on the basis of a 360-day year) on the Stated Value of each share of Series C Preferred Stock on and as of the most recent Dividend Payment Date (as defined below) with respect to each Dividend Period (as defined below). Dividends on the Series C Preferred Stock shall be cumulative from the date of issue, whether or not declared for any reason, including if such declaration is prohibited under any outstanding indebtedness or borrowings of the Corporation or any of its Subsidiaries, or any other contractual provision binding on the Corporation or any of its Subsidiaries, and whether or not there shall be funds legally available for the payment thereof.

(ii) Each dividend shall be payable in equal quarterly amounts on each March 31, June 30, September 30 and December 31 of each year (each, a "Dividend Payment Date"), commencing March 31, 1999, to the holders of record of shares of the Series C Preferred Stock, as they appear on the stock records of the Corporation at the close of business 10 days preceding each payment date thereof. For the purposes hereof, "Dividend Period," in respect of any share of Series C Preferred Stock, shall mean (i) the period commencing on and including the Issue Date of such share and ending on and including March 31, 1999 and, thereafter, the quarterly period commencing on and including the day after the immediately preceding Dividend Payment Date and ending on and including the immediately subsequent Dividend Payment Date. Accrued and unpaid dividends for any past Dividend Period may be declared and paid at any time, without reference to any Dividend Payment Date, to holders of record on such date, not more than 15 days preceding the payment date thereof, as may be fixed by the Board of Directors.

(iii) At the option of the Corporation, the dividend shall be paid in cash or through the issuance of

duly and validly authorized and issued, fully paid and non-assessable shares of the Common Stock valued at the Current Market Price.

(b) A holder of Series C Preferred Stock shall not be entitled to any dividends in excess of the cumulative dividends, as herein provided, on the Series C Preferred Stock. Except as provided in this Article 4, no interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments on the Series C Preferred Stock that may be in arrears.

(c) So long as any shares of the Series C Preferred Stock are outstanding, no dividends shall be declared or paid or set apart for payment or other distribution declared or made upon Junior Securities, nor shall any Junior Securities be redeemed, purchased or otherwise acquired (other than a redemption, purchase or other acquisition of shares of Common Stock made for purposes of an employee incentive or benefit plan (including a stock option plan) of the Corporation or any Subsidiary for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of any shares of any such stock) by the Corporation, directly or indirectly, unless in each case (i) the full cumulative dividends required to be paid on all outstanding shares of the Series C Preferred Stock and any other Pari Passu Securities shall have been paid or set apart for payment for all past Dividend Periods with respect to the Series C Preferred Stock and all past dividend periods with respect to such Pari Passu Securities, and (ii) sufficient funds shall have been paid or set apart for the payment of the dividend for the current Dividend Period with respect to the Series C Preferred Stock and the current dividend period with respect to such Pari Passu Securities.

(d) So long as any shares of the Series C Preferred Stock are outstanding, no dividends, except as described in the next succeeding sentence, shall be declared or paid or set apart for payment on Pari Passu Securities for any period unless full dividends required to be paid in cash have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment on the Series C Preferred Stock for all Dividend Periods terminating on or prior to the date of payment of the dividend on such class or series of Pari Passu Securities. When dividends are not paid in full or a sum sufficient for such payment is not set apart, as aforesaid, all dividends declared upon shares of the Series C Preferred Stock and all dividends declared upon any other class or series of Pari Passu Securities shall be declared ratably in proportion to the respective amounts of dividends

accumulated and unpaid on the Series C Preferred Stock and accumulated and unpaid on such Pari Passu Securities.

ARTICLE 5

LIQUIDATION PREFERENCE

Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation (each such event being considered a "Liquidation Event"), no distribution shall be made to the holders of any Junior Securities of the Corporation upon such Liquidation Event unless prior thereto, the holders of shares of Series C Preferred Stock shall have received an amount, in cash, equal to the sum of (i) the Stated Value of the shares of Series C Preferred Stock plus (ii) the aggregate of all accrued and unpaid dividends on such shares of Series C Preferred Stock until the most recent Dividend Payment Date (the "Liquidation Preference"). If upon the occurrence of a Liquidation Event, the assets and funds available for distribution among the holders of the Series C Preferred Stock and holders of Pari Passu Securities shall be insufficient to permit the payment to such holders of the preferential amounts payable thereon, then the entire assets and funds of the Corporation legally available for distribution to the Series C Preferred Stock and the Pari Passu Securities shall be distributed ratably among such shares in proportion to the ratio that the Liquidation Preference payable on each such share bears to the aggregate liquidation Preference payable on all such shares. The sale, conveyance, exchange or transfer of all or substantially all of the property and assets of the Corporation or the merger or consolidation of the Corporation into or with any other corporation, or the merger of any other corporation into it, shall not be deemed a dissolution, liquidation or winding up of the affairs of the Corporation for purposes of this Article 5.

ARTICLE 6

CONVERSION AND REDEMPTION OF PREFERRED STOCK

SECTION 6.1 CONVERSION; CONVERSION PRICE. At the option of a holder of Series C Preferred Stock, the shares of Series C Preferred Stock then held by such holder may be converted, either in whole or in part, into Common Shares (calculated as to each such conversion to the nearest 1/100th of a share), at any time following the dates specified herein at a Conversion Price equal to the lesser of (a) $3.50 (representing 125% of the average of the closing prices of the Common Shares as reported on the AMEX for the five Trading Days immediately preceding January 7, 1999) (the "Initial Conversion Price") and (b) 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 Conversion Date (the "Subsequent Conversion Price"); PROVIDED HOWEVER, that a holder of Series C Preferred Stock shall not have the right to convert any portion of the Series C Preferred Stock at (a) the Initial Conversion Price until after the date the Registration Statement has been declared effective by SEC, or (b) at the Subsequent Conversion Price until the date which is fifteen (15) months following the Issue Date. The amount of accrued and unpaid dividends as of the Conversion Date shall also be subject to conversion at the Conversion Price at the holder's option. Notwithstanding the foregoing, in no event shall a holder of Series C Preferred Stock have the right to convert that portion of the Series C Preferred Stock to the extent that the issuance of Common Shares upon the conversion of such Series C Preferred Stock, when combined with shares of Common Stock received upon other conversions of Series C Preferred Stock and exercise of the Warrants by such holder of Series C Preferred Stock and any other holders of Series C Preferred Stock and the Warrants, would exceed 19.99% of the Common Stock outstanding on the Closing Date. Within ten (10) Business Days after the receipt of the Conversion Notice which upon conversion would, when combined with shares of Common Stock received upon other conversions of Series C Preferred Stock and exercise of the Warrants by such holder of Series C Preferred Stock and any other holders of Series C Preferred Stock and Warrants, exceed 19.99% of the Common Stock outstanding on the Closing Date, the Corporation shall redeem all remaining outstanding shares of Series C Preferred Stock at the Stated Value thereof, together with all accrued and unpaid dividends thereon, in cash, to the date of such redemption.

The number of shares of Common Stock due upon conversion of Series C Preferred Stock in respect of any Conversion Date shall be (i) the number of shares of Series C Preferred Stock to be converted, multiplied by (ii) the Stated Value and divided by (iii) the applicable Conversion Price as of such Conversion Date.

SECTION 6.2 EXERCISE OF CONVERSION PRIVILEGE. (a) Conversion of the Series C Preferred Stock may be exercised, in whole or in part, by a holder of Series C Preferred Stock by telecopying an executed and completed notice of conversion in the form annexed hereto as Annex I (the "Conversion Notice") to the Corporation and delivering a copy of the Conversion Notice to the Corporation by nationally recognized overnight courier not later than three (3) Business Days next following the date on which the telecopied Conversion Notice has been transmitted to the Corporation. Each date on which a Conversion Notice is telecopied to and received by the Corporation in accordance with the provisions of this Section 6.2 shall be deemed a Conversion Date. The Conversion Notice also shall state the name or names (with addresses) of the persons who are to become the holders of the Common Stock issued at conversion in connection with such conversion. The applicable holder of Series C Preferred Stock shall deliver the stock certificate representing the shares of Series C Preferred Stock so converted to the Corporation by nationally recognized overnight courier service within ten (10) days following the date on which the telecopied Conversion Notice has been transmitted to the Corporation. Upon surrender for conversion, the Series C Preferred Stock shall be accompanied by a proper assignment hereof to the Corporation or be endorsed in blank. As promptly as practicable after the delivery to the Corporation of the applicable Conversion Notice as aforesaid, the Corporation shall (i) issue the Common Stock issued at conversion in accordance with the provisions of this Article 6, and (ii) cause to be mailed for delivery by overnight courier to the holder of Series C Preferred Stock (X) a certificate or certificate(s) representing the number of Common Shares to which the holder of Series C Preferred Stock is entitled by virtue of such conversion, (Y) cash, as provided in Section 6.3, in respect of any fraction of a Share issuable upon such conversion and (Z) cash or Common Stock, as applicable, representing the amount of accrued and unpaid dividends as of the Conversion Date which the holder of Series C Preferred Stock has elected not to convert. Such conversion shall be deemed to have been effected on the Conversion Date so long as the Corporation shall have been delivered the applicable Conversion Notice in accordance with this Section 6.2, and at such time the rights of the holder of Series C Preferred Stock, as such, shall cease and the Person and Persons in whose name or names the Common Stock issued at conversion shall be issuable shall be deemed to have become the holder or holders of record of the Common Shares represented thereby for all purposes. If the Series C Preferred Stock shall have been converted in part, the Corporation shall, at the time of delivery of the Common Stock issued at conversion, deliver to the holder a new certificate for the

unconverted shares of Series C Preferred Stock. The Conversion Notice shall constitute a contract between the holder of Series C Preferred Stock and the Corporation, whereby the holder of Series C Preferred Stock shall be deemed to subscribe for the number of Common Shares which it will be entitled to receive upon such conversion and, in consideration of such conversion, to surrender the Preferred Stock and to release the Corporation from all liability thereon.

(b) From and after the Conversion Date in respect of any conversion of shares of Series C Preferred Stock, all shares of Series C Preferred Stock to which the Conversion Notice relates shall be deemed to have been converted into shares of Common Stock as of such Conversion Date at the applicable Conversion Price, all dividends on such shares of the Series C Preferred Stock shall cease to accrue, and all rights of the holder thereof as holder of Series C Preferred Stock, except the right to receive all unconverted accrued and unpaid dividends to such Conversion Date at the applicable rate for such shares of Series C Preferred Stock and the right to receive certificates representing shares of Common Stock issuable upon such conversion (including, without limitation, with respect to such converted dividends, as applicable), shall cease and terminate, such shares of Series C Preferred Stock shall not thereafter be transferred (except with the consent of the corporation) and such shares shall not be deemed to be outstanding for any purpose whatsoever.

(c) In the event a dispute arises over whether a Conversion Notice was delivered to the Corporation by a holder of Series C Preferred Stock pursuant to Section 6.2, the holder of Series C Preferred Stock purporting to have telecopied such notice shall have the burden of proving that such notice was telecopied to the Corporation.

SECTION 6.3 FRACTIONAL SHARES. No fractional Common Shares or scrip representing fractional Common Shares shall be issued upon conversion of the Series C Preferred Stock or any accrued and unpaid dividends thereon. Instead of any fractional Common Shares which otherwise would be issuable upon conversion of the Series C Preferred Stock, the Corporation shall pay a cash adjustment in respect of such fraction in an amount equal to the same fraction. No cash payment of less than $1.50 shall be required to be given unless specifically requested by the holder of Series C Preferred Stock.

SECTION 6.4 ADJUSTMENTS. The Conversion Price and the number of shares issuable upon conversion of the Series C Preferred Stock are subject to adjustment from time to time

as follows.

(a) MERGER, SALE OF ASSETS, ETC. If at any time while the Series C Preferred Stock, or any portion thereof, is outstanding there shall be
(i) a merger or consolidation of the Corporation with or into another corporation in which the Corporation is the surviving entity but the shares of the Corporation's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise or (ii) a sale or transfer of the Corporation's properties and assets as, or substantially as, an entirety to any other person, then as a part of such merger, consolidation, sale or transfer lawful provision shall be made so that the holders of Series C Preferred Stock shall thereafter be entitled to receive upon conversion of the Series C Preferred Stock, during the period specified herein, the number of shares of stock or other securities or property of the successor corporation resulting from such merger, consolidation, sale or transfer that the holder of Series C Preferred Stock would have been entitled to receive in such consolidation, merger, sale or transfer if the Series C Preferred Stock had been converted immediately before such reorganization, merger, consolidation, sale or transfer, all subject to further adjustment as provided in this Section 6.4. The foregoing provisions of this Section 6.4 shall similarly apply to successive reclassification, changes, consolidations, mergers, mandatory share exchanges and sales and transfers. If the per share consideration payable to the holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Board of Directors.

(b) RECLASSIFICATION, ETC. If the Corporation, at any time while the Series C Preferred Stock, or any portion thereof, remains outstanding, shall change any of the securities as to which conversion rights under this Certificate of Designations exist into the same or a different number of securities of any other class or classes, the Series C Preferred Stock shall thereafter represent the right to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the securities that were subject to the conversion rights under this Certificate of Designations immediately prior to such reclassification or other change and the Conversion Price therefor shall be appropriately adjusted, all subject to further adjustment as provided in this Certificate of Designations.

(c) SPLIT, SUBDIVISION OR COMBINATION OF SHARES. If the
Corporation at any time while the Series C Preferred

Stock, or any portion thereof, remains outstanding shall split, subdivide or combine the securities as to which conversion rights under this Certificate of Designations exist into a different number of securities of the same class, the Conversion Price shall be proportionately decreased in the case of a split or subdivision or proportionately increased in the case of a combination.

(d) ISSUANCE OF BELOW THE MARKET SECURITIES. If the Corporation at any time while the Series C Preferred Stock, or any portion thereof, remains outstanding shall issue rights or warrants to all holders of Common Stock entitling them to subscribe for or purchase Common Stock at a price per share less than the Current Market Price at the record date mentioned below, then, the Initial Conversion Price shall be multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such rights or warrants, plus the number of shares that the aggregate offering price of the total number of shares of Common Stock so offered would purchase at the Current Market Price, and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such rights or warrants, plus the number of additional shares of Common Stock offered for subscription or purchase. Such adjustment shall be made whenever such rights or warrants are issued, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights or warrants. However, upon expiration of any right or warrant to purchase shares of Common Stock the issuance of which resulted in an adjustment of the Conversion Price pursuant to this Section 6.4(d), if any such right or warrant shall expire and shall not have been exercised, the Conversion Price shall immediately be increased to the price which it would have been (but reflecting any other adjustments in the Conversion Price made pursuant to the provisions of this Section 6.4 upon the issuance of other rights or warrants) had the adjustment of the Conversion Price made upon the issuance of such rights or warrants been made on the basis of offering for subscription only that number of shares of Common Stock actually purchased upon the exercise of such rights or warrants.

(e) DISTRIBUTIONS OF OTHER PROPERTY. If the Corporation at any time while shares of Series C Preferred Stock are outstanding shall distribute to all holders of its Common Stock evidences of indebtedness of the Corporation or assets of the Corporation (excluding cash dividends or distributions out of earned surplus) or rights or warrants to subscribe for securities of the Corporation (excluding those referred to in the foregoing provisions of this

Section 6.4), then in each case the Initial Conversion Price shall be adjusted to a price determined by multiplying (1) the Initial Conversion Price in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution by (2) a fraction, the numerator of which shall be the difference of (A) the Current Market Price on such record date, less (B) the then fair value at such record date (as reasonably determined by the Board of Directors of the Corporation) of the portion of the assets or evidence of indebtedness so distributed or of such subscription rights or warrants which are applicable to one share of Common Stock, and the denominator of which shall be the Current Market Price as of the record date mentioned above.

SECTION 6.5 MANDATORY REDEMPTION UNDER CERTAIN CIRCUMSTANCES. Upon the occurrence of a Triggering Event (as defined below), each holder of Series C Preferred Stock shall have the right, exercisable at the option of such holder, to require the Corporation to redeem all or a portion of the Preferred Stock then held by such holder of Series C Preferred Stock for a redemption price, in cash, equal to the sum of (x) the product of (A) the number of shares of Series C Preferred Stock then held by such holder and (B) the Stated Value thereof plus
(y) the aggregate of all accrued and unpaid dividends on such shares of Series C Preferred Stock on the date such redemption is demanded (the "Mandatory Redemption Price"). The Mandatory Redemption Price shall be due and payable within ten (10) days of the date on which the notice for the payment therefor is provided by a holder of Series C Preferred Stock; PROVIDED, HOWEVER, that if there are insufficient legally available funds for redemption under this Section 6.5 at the date of such redemption, the Corporation shall redeem all or part of the remainder of the shares of the Series C Preferred Stock subject to redemption as soon as the Corporation has sufficient funds which are legally available therefor until all such shares of the Series C Preferred Stock have been redeemed and all accrued dividends thereon have been paid or until such time as all such shares of the Series C Preferred Stock are converted in accordance with Section 6.1.

A "Triggering Event" means any one or more of the following events:

(i) the failure of a Registration Statement to be declared effective by the SEC on or prior to the 180th day after the Closing Date;

(ii) the failure of the Common Stock to be listed for trading on the AMEX or on such other principal national securities exchange on which the Common Stock is

then listed for more than thirty (30) Trading Days;

(iii) the Corporation shall fail to deliver certificates representing Common Stock issued upon conversion that comply with the provisions hereof prior to the 30th day after any Conversion Date;

(iv) the occurrence of any of (A) an acquisition after the date hereof by an individual or legal entity of effective control (whether through legal or beneficial ownership of capital stock of the Corporation, by contract or otherwise) of in excess of 50% of the voting securities of the Corporation, (B) a merger of the Corporation with or into another entity or (C) the sale of all or substantially all of the Corporation's assets; or

(v) the failure of the Corporation to have cured an Event (as defined in the Registration Rights Agreement) within thirty (30) days after the Event Date (as defined in the Registration Rights Agreement) relating thereto.

(vi) the default by the Corporation in payment with respect to any indebtedness for borrowed money having a principal amount in excess of $1,000,000 (other than with respect to accrued dividends and accrued expenses) if the effect of such default is to cause or permit the acceleration of such indebtedness prior to its expressed maturity, following the expiration of any cure period provided in the instrument or agreement under which such indebtedness was created; PROVIDED, if any such default has been cured or waived or any acceleration with respect thereto rescinded, or if such other indebtedness has been repaid or otherwise discharged, the default referred to herein shall be deemed not to have occurred and such event shall not be deemed a Triggering Event for purposes of this Section 6.5.

SECTION 6.6 OPTIONAL REDEMPTION UNDER CERTAIN CIRCUMSTANCES. At any time after the fifteenth (15th) monthly anniversary date of the date of issuance of the Series C Preferred Stock, the Corporation, upon notice delivered to the holder of Series C Preferred Stock as provided in this Section 6.6, may redeem all or any portion of the shares of the Series C Preferred Stock (but only with respect to such shares as to which the holder of Series C Preferred Stock has not theretofore furnished a Conversion Notice in compliance with Section 6.2), for a redemption price, in cash, equal to the product of (A) the number of shares of Series C Preferred Stock to be redeemed and (B) the product of (1) the Current Market Price on the date immediately preceding the date of the Optional Redemption Notice (as defined below) and (2) a fraction the numerator of which is the Stated Value (plus all accrued and unpaid dividends) and the denominator of which is the Conversion Price at such time. Notice of redemption (the Optional Redemption Notice") pursuant to this Section 6.6 shall be provided by the Corporation to the holder of Series C Preferred Stock in writing (by registered mail or overnight courier at such holder's last address appearing in the Corporation's security registry) not less than twenty (20) days prior to the proposed Redemption Date, which notice shall specify the proposed Redemption Date and the Optional Redemption Price. A holder of Series C Preferred Stock may convert (and the Corporation shall honor such conversions in accordance with the terms hereof) any shares of Series C Preferred Stock, including shares subject to an Optional Redemption Notice up through and until the Redemption Date.

SECTION 6.7 SURRENDER OF PREFERRED STOCK. Upon any redemption of the Series C Preferred Stock pursuant to Sections 6.5 or 6.6, the holder of Series C Preferred Stock shall, on the date fixed for any such redemption, surrender the Series C Preferred Stock to the Corporation at its principal executive offices or at such other address as may be designated by the Corporation and the holder of Series C Preferred Stock shall thereupon be entitled to receive payment. Upon any such redemption and surrender, shares of Series C Preferred Stock shall be immediately retired and cancelled. Payment of the Mandatory Redemption Price or the Optional Redemption Price specified in Section 6.5 or 6.6, as the case may be, shall be made by the Corporation to the holder of Series C Preferred Stock by wire transfer of immediately available funds to such account as the holder of Series C Preferred Stock shall specify to the Corporation.

ARTICLE 7
VOTING

Holders of Series C Preferred Stock have no voting power, except as otherwise provided by the General Corporation Law of the State of Delaware ("DGCL"). In any vote by the holders of Series C Preferred Stock as may be required by DGCL, each such holder shall be entitled to one (1) vote for each share of such holder's Series C Preferred Stock. No consent of holders of Series C Preferred Stock shall be required for (i) the creation of any indebtedness of any kind of the Corporation, (ii) the creation of any class of stock of the Corporation subordinate to the Series C Preferred Stock as to the payment of dividends and upon liquidation of the Corporation, or (iii) any increase or decrease in the amount of authorized Common Stock or any decrease or change in the par value thereof.

ARTICLE 8
MISCELLANEOUS

SECTION 8.1 LOSS, THEFT, DESTRUCTION. Upon receipt of evidence satisfactory to the Corporation of the loss, theft, destruction or mutilation of any certificate(s) representing shares of Series C Preferred Stock and, in the case of any such loss, theft or destruction, upon receipt of indemnity or security reasonably satisfactory to the Corporation (it being understood that the written agreement of the holder of Series C Preferred Stock shall be sufficient indemnity), or, in the case of any such mutilation, upon surrender and cancellation of the Series C Preferred Stock certificate, the Corporation shall make, issue and deliver, in lieu of such lost, stolen, destroyed or mutilated certificate(s) of Series C Preferred Stock, new certificate(s) representing shares of Series C Preferred Stock of like date and tenor.

SECTION 8.2 WHO DEEMED ABSOLUTE OWNER. The Corporation may deem the Person in whose name the Series C Preferred Stock shall be registered upon the registry books of the Corporation to be, and may treat it as, the absolute owner of the Series C Preferred Stock for the purpose of receiving payment of dividends on the Series C Preferred Stock, for the conversion of the Series C Preferred Stock and for all other purposes, and the Corporation shall not be affected by any notice to the contrary. All such payments and such conversion shall be valid and effectual to satisfy and discharge the liability upon the Series C Preferred Stock to the extent of the sum or sums so paid or the conversion so made.

SECTION 8.3 REGISTER. The Corporation shall direct its transfer agent to keep a register of the Series C Preferred Stock and, upon any transfer of the Series C Preferred Stock in accordance with the provisions hereof, such transfer agent shall promptly register such transfer on the Series C Preferred Stock register.

SECTION 8.4 WITHHOLDING. To the extent required by applicable law, the Corporation may withhold amounts for or on account of any taxes imposed or levied by or on behalf of any taxing authority in the United States having jurisdiction over the Corporation from any payments made pursuant to the Series C Preferred Stock.

SECTION 8.5 HEADINGS. The headings of the Sections of this Certificate of Designations are inserted for convenience only and do not constitute a part of this Certificate of Designations.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Designations, Preferences and Rights to be signed by Norman M. Meier, its President and Chief Executive Officer, and attested by David L. Weinberg, its Secretary, on this 26th day of January, 1999.

COLUMBIA LABORATORIES, INC.

Attested:

ANNEX I
TO CERTIFICATE
OF DESIGNATIONS

FORM OF CONVERSION NOTICE

TO: Columbia Laboratories, Inc.
Attention: Chief Financial Officer

The undersigned owner of shares of Series C Cumulative Convertible Redeemable Preferred Stock (the "Series C Preferred Stock") issued by Columbia Laboratories, Inc. (the "Corporation") hereby irrevocably exercises its option to convert __________ shares of the Series C Preferred Stock into shares of the common stock, $.01 par value, of the Corporation ("Common Stock"), in accordance with the terms of the Certificate of Designations of the Series C Preferred Stock. The undersigned hereby instructs the Corporation to convert the number of shares of the Series C Preferred Stock specified above into shares of Common Stock in accordance with the provisions of Article 6 of such Certificate of Designations. The undersigned directs that the Common Stock issuable and certificates therefor deliverable upon conversion, the Series C Preferred Stock recertificated, if any, not being surrendered for conversion hereby, together with any check in payment for fractional Common Stock, be issued in the name of and delivered to the undersigned unless a different name has been indicated below. All capitalized terms used and not defined herein have the respective meanings assigned to them in such Certificate of Designations.

Dated:_______________________________

Fill in for registration of Series C Preferred Stock:

Please print name and address
(including zip code number) :

EXHIBIT 4.2

SECURITIES PURCHASE AGREEMENT

SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of January 7, 1999, between Columbia Laboratories, Inc., a Delaware corporation with principal executive offices located at 2875 Northeast 191 Street, Suite 400, Aventura, Florida 33180 (the "Company"), and each of the purchasers named on the signature pages hereto (herein referred to individually as a "Purchaser" and collectively as the "Purchasers").

W I T N E S S E T H:

WHEREAS, the Purchasers desire to purchase from Company, and the Company desires to issue and sell to the Purchasers, upon the terms and subject to the conditions of this Agreement, (i) shares of Series C Convertible Preferred Stock, $.01 par value (the "Series C Preferred Stock"), having the rights, preferences and privileges set forth in the Certificate of Designations, Preferences and Rights hereto as EXHIBIT A (the "Certificate of Designations") and
(ii) Warrants to purchase up to an aggregate of 173,600 shares of Common Stock (as defined below), having the terms and conditions and being in the form attached hereto as EXHIBIT B (the "Warrants"); and

WHEREAS, upon the terms and subject to the conditions set forth in the Certificate of Designations, the Series C Preferred Stock is convertible into shares of the Company's common stock, $.01 par value ("Common Stock").

WHEREAS, contemporaneously with the execution and delivery of this Agreement, the parties hereto are executing and delivering a Registration Rights Agreement substantially in the form attached hereto as EXHIBIT C (the "Registration Rights Agreement") pursuant to which the Company has agreed to provide certain registration rights under the Securities Act of 1933 and the rules and regulations promulgated thereunder, and applicable state securities laws.

NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I.

PURCHASE AND SALE OF SERIES C PREFERRED STOCK

I.1. TRANSACTION. The Purchasers hereby agree to purchase from the Company, and the Company has offered and hereby agrees to issue and sell to the Purchasers, the number of shares of Series C Preferred Stock and the number of Warrants set forth opposite the names of each Purchaser on the signature pages hereto.

I.2. PURCHASE PRICE; FORM OF PAYMENT. The aggregate purchase price for the Series C Preferred Stock and Warrants to be purchased by the Purchasers hereunder shall be U.S. $4,960,000. At the Closing referred to in Section 1.3 below, each Purchaser (other than William J. Bologna and Norman M. Meier) (the "Cash Purchasers") shall pay in cash the purchase price set forth next to the name of such Purchaser on the signature pages hereto (the "Cash Purchase Price"). The Cash Purchase Price shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company's wire instructions set forth below. At the Closing, William J. Bologna and Norman M. Meier (the "Note Purchasers"), in lieu of paying the Cash Purchase Price, shall each deliver to the Company a duly executed promissory note (the "Promissory Note") in the aggregate principal amount set forth next to the name of such Note Purchaser on the signature pages hereto. Simultaneously against receipt by the Company of the Cash Purchase Price by the Cash Purchasers and the Promissory Note by the Note Purchasers, the Company shall deliver to each Purchaser (i) the stock certificates evidencing the number of shares of Series C Preferred Stock purchased by each Purchaser as set forth next to the name of such Purchaser on the signature pages hereto, and (ii) the number of Warrants purchased by each Purchaser as set forth next to the name of such Purchaser on the signature pages hereto, in each case duly executed on behalf of the Company and registered in the name of each Purchaser.

I.3. CLOSING. The closing (the "Closing") of the issuance and sale of the Series C Preferred Stock shall be January 27, 1999 or such other date as shall be mutually agreed upon in writing (the "Closing Date") and shall occur at the offices of Weil, Gotshal & Manges LLP, or at such other place mutually agreeable to the parties hereto.

I.4. METHOD OF PAYMENT. Payment of the Cash Purchase Price shall be made by wire transfer of immediately available funds to:

First Union National Bank 18545 Biscayne Blvd.

Aventura, FL 33180

Bank ABA Number: 063000021
Account Number: 2090001613844

Account Holder: Columbia Laboratories, Inc.

I.5. DELIVERY INSTRUCTIONS. The Series C Preferred Stock and the Warrants shall be delivered by the Company to the Purchasers pursuant to Section 1.2. hereof on a "delivery-against-payment basis" at the Closing.

ARTICLE II.

PURCHASERS' REPRESENTATIONS, WARRANTIES; ACCESS
TO INFORMATION; INDEPENDENT INVESTIGATION.

Each Purchaser represents and warrants to and

covenants and agrees with the Company as follows:

II.1. Each Purchaser is purchasing the Series C Preferred Stock, the Warrants, the Common Stock issuable upon exercise of the Warrants (the "Warrant Shares") and the Shares of Common Stock issuable upon conversion of the Series C Preferred Stock (the "Conversion Shares" and, collectively with the Series C Preferred Stock, the Warrants and the Warrant Shares, the "Securities") for its own account, for investment purposes only and not with a view towards or in connection with the public sale or distribution thereof in violation of the provisions of the Securities Act of 1933, as amended (the "Securities Act").

II.2. Each Purchaser is (i) an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act, (ii) experienced in making investments of the kind contemplated by this Agreement, (iii) capable, by reason of its business and financial experience, of evaluating the relative merits and risks of an investment in the Securities, and (iv) able to afford the loss of its investment in the Securities.

II.3. Each Purchaser understands that the Securities are being offered and sold by the Company in reliance on an exemption from the registration requirements

of the Securities Act and equivalent state securities and "blue sky" laws, and that the Company is relying upon the accuracy of, and each Purchasers' compliance with, the Purchasers' representations, warranties and covenants set forth in this Agreement to determine the availability of such exemption and the eligibility of each Purchaser to purchase the Securities. Each Purchaser further understands that the Series C Preferred Stock and Conversion Shares may not be transferred or resold without (a) registration under the Securities Act and any applicable state securities laws, or (b) an exemption from the requirements of the Securities Act and applicable state securities laws.

II.4. Each Purchaser understands that an exemption from such registration is not presently available pursuant to Rule 144 promulgated under the Securities Act by the Commission and that in any event no Purchaser may sell any securities pursuant to Rule 144 prior to the expiration of a one-year period after such Purchaser has acquired the securities. Each Purchaser understands that any sales pursuant to Rule 144 may only be made in full compliance with the provisions of Rule 144.

II.5. Each Purchaser has been furnished with or provided access to all materials relating to the business, financial position and results of operations of the Company, including the risk factors relating to the Company and its business set forth in EXHIBIT D hereto (the "Risk Factors") and all other materials requested by the Purchasers to enable them to make an informed investment decision with respect to the Securities.

II.6. Each Purchaser acknowledges that the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1997 and all other reports and documents heretofore filed by the Company with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act") since December 31, 1997 (collectively the "Commission Filings") have been made available to such Purchaser for such Purchaser's review.

II.7. Each Purchaser acknowledges that in making its decision to purchase the Securities it has relied on its own investigation of the Company and been given an opportunity to ask questions of and to receive answers from the Company's executive officers, directors and management personnel concerning the terms and conditions of the private placement of the Securities by the Company.

II.8. Each Purchaser understands that the

Securities have not been approved or disapproved by the Commission or any state securities commission and that the foregoing authorities have not reviewed any documents or instruments in connection with the offer and sale to it of the Securities and have not confirmed or determined the adequacy or accuracy of any such documents or instruments.

II.9. Each Purchaser has the requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly authorized, executed and delivered by each Purchaser and is a valid and binding agreement of each Purchaser enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally.

II.10. Neither the Purchasers nor any of their affiliates nor any person acting on its or their behalf has the intention of entering, or will enter into, any put option, short position or other similar instrument or position with respect to the Common Stock and neither the Purchasers nor any of their affiliates nor any person acting on its or their behalf will use at any time shares of Common Stock acquired pursuant to this Agreement or the Certificate of Designations to settle any put option, short position or other similar instrument or position that may have been entered into prior to the execution of this Agreement.

ARTICLE III.

COMPANY'S REPRESENTATIONS

The Company represents and warrants to the Purchasers

that:

III.1. CAPITALIZATION. As of the date hereof, the authorized capital stock of the Company is as set forth on SCHEDULE
3.1. All of the issued and outstanding shares of capital stock set forth on SCHEDULE 3.1 have been validly issued and are fully paid and non-assessable. The Series C Preferred Stock has been duly and validly authorized for issuance by the Company pursuant to this Agreement, and when issued by the Company pursuant hereto, will be duly and validly issued, fully paid and non-assessable and will be free of any preemptive or similar rights. The Conversion Shares and Warrant Shares have been duly and validly authorized and reserved for issuance by the Company and, when issued by the Company upon conversion of, or in lieu of

accrued dividends on, the Series C Preferred Stock, or on exercise of the Warrants, will be duly and validly issued, fully paid and non-assessable. Except as set forth on SCHEDULE 3.1 or in the Commission Filings there are no options, warrants, subscription, "call" or other similar rights to acquire the Common Stock that have been issued or granted to any person.

III.2. ORGANIZATION. Each of the Company and its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and each is duly qualified as a foreign corporation in all jurisdictions in which the failure to so qualify would have a material adverse effect on the business, properties, condition (financial or otherwise) or results of operations of the Company and its subsidiaries taken as a whole or on the consummation of any of the transactions contemplated by this Agreement (a "Material Adverse Effect").

III.3. AUTHORIZED SHARES. The Company has duly and validly authorized and reserved for issuance shares of Common Stock sufficient in number for the conversion, of the shares of Series C Preferred Stock issued to the Purchasers hereunder (assuming for purposes of this Section 3.3 a Conversion Price (as defined in the Certificate of Designations) of $2.80) and the exercise of 173,600 Warrants. The Company understands and acknowledges the potentially dilutive effect to the Common Stock of the issuance of the Conversion Shares and Warrant Shares upon conversion of the Series C Preferred Stock and exercise of the Warrants. The Company further acknowledges that its obligation to issue Conversion Stock upon conversion of the Series C Preferred Stock and Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Certificate of Designations and the Warrants is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

III.4. AUTHORITY; VALIDITY AND ENFORCEABILITY. The Company has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby (including without limitation the filing of the Certificate of Designations, the issuance of the Series C Preferred Stock, the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares), has been duly authorized by all requisite

corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company and (assuming the due authorization, execution and delivery by the other parties hereto) constitutes a valid and binding obligation of the Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

III.5. NON-CONTRAVENTION. The execution and delivery by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby do not and will not conflict with or result in a breach by the Company of any of the terms or provisions of, or constitute a default (or an event which, with notice, lapse of time or both, would constitute a default), and there is not currently outstanding any uncured breach or default under (i) the certificate of incorporation or by-laws of the Company, or (ii) any indenture, mortgage, deed of trust or other material agreement or instrument to which the Company is a party or by which its properties or assets are bound, or any law, rule, regulation, decree, judgment or order of any court or public or governmental authority having jurisdiction over the Company or any of the Company's properties or assets, except as to (ii) above such conflict, breach or default which would not have a Material Adverse Effect.

III.6. ABSENCE OF CERTAIN CHANGES. Since December 31, 1997, except as disclosed in the Commission Filings there has not occurred any change, event or development in the business, financial condition, prospects or results of operations of the Company, and there has not existed any condition having or reasonably likely to have, a Material Adverse Effect.

III.7. ABSENCE OF LITIGATION. Except as disclosed in the Commission Filings, there is no action, suit, claim, proceeding, inquiry or investigation pending or, to the Company's knowledge, threatened, by or before any court or public or governmental authority, nor does the Company have knowledge of any facts or circumstances which would reasonably be likely to give rise to any such action, suit, claim, inquiry, proceeding or investigation, which, if determined adversely to the Company or any of its subsidiaries, would have a Material Adverse Effect.

III.8. FINANCIAL STATEMENTS; NO UNDISCLOSED LIABILITIES. Each of the financial statements included in the Commission Filings complied in all material respects with the rules and regulations of the Commission with respect thereto as in effect at the time of filing, have been prepared in accordance with United States General Accepted Accounting Principles ("GAAP") (subject, in the case of the interim financial statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents in all material respects the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated.

III.9. SECURITIES LAW MATTERS. Assuming the accuracy of the representations and warranties of the Purchasers set forth in Article II hereof, the offer and sale by the Company of the Securities is exempt from the registration and prospectus delivery requirements of the Securities Act and the rules and regulations of the Commission thereunder. No form of general solicitation or advertising has been used or authorized by the Company or any of its officers, directors or Affiliates in connection with the offer or sale of the Series C Preferred Stock (and the Conversion Shares) as contemplated by this Agreement or any other agreement to which the Company is a party.

III.10. INTERNAL CONTROLS AND PROCEDURES. The Company maintains accurate books and records and internal accounting controls which provide reasonable assurance that (i) all transactions to which the Company is a party or by which its properties are bound are executed with management's authorization; (ii) the reported accountability of the Company's assets is compared with existing assets at regular intervals; (iii) access to the Company's assets is permitted only in accordance with management's authorization; and (iv) all transactions to which the Company is a party or by which its properties are bound are recorded as necessary to permit preparation of the financial statements of the Company in accordance with U.S. generally accepted accounting principles.

III.11. COMMISSION FILINGS. None of the Commission Filings contained at the time they were filed any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading.

III.12. ABSENCE OF CERTAIN CHANGES. Except as disclosed in the Commission Filings, since December 31, 1997 there has not occurred any change, event or development in the business, financial condition, prospects or results of operations of the Company or its subsidiaries, and there has not existed any condition having or reasonably likely to have, a Material Adverse Effect.

III.13. FILINGS, CONSENTS AND APPROVALS. The Company is not required to obtain any consent, authorization, or make any filing with, Federal, state, local or other governmental authority in connection with the issuance and sale of the Series C Preferred Stock and the Warrants, other than (i) the filing of the Certificate of Designations with the Secretary of State of Delaware, (ii) the filings required pursuant to Section 4.2, (iii) the filing of the Registration Statement with the Securities and Exchange Commission meeting the requirements set forth in the Registration Rights Agreement, (iv) the application(s) to the American Stock Exchange for the listing of the Conversion Shares and Warrant Shares for trading on the American Stock Exchange (and with any other national securities exchange or market on which the Common Stock is then listed), and (v) in all other cases where the failure to obtain such consent, waiver, authorization or order, or to give such notice or make such filing or registration could not have or result in, individually or in the aggregate, a Material Adverse Effect.

III.14. COMPLIANCE WITH LAWS; PERMITS. The Company is in compliance with all laws, rules, regulations, codes, ordinances and statutes applicable to them or to the conduct of their respective businesses, except for such non-compliance which would not have a Material Adverse Effect. The Company possesses all permits, approvals, authorizations, licenses, certificates and consents from all public and governmental authorities which are necessary to conduct its business, except for those the absence of which would not have a Material Adverse Effect.

III.15. PATENTS AND TRADEMARKS. The Company has, or has the rights to use, all patents, patent applications, trademarks, trademark applications, licenses and rights which are necessary or material for use in connection with its business, except where the failure to have any such rights would not have a Material Adverse Effect.

ARTICLE IV.

CERTAIN COVENANTS AND ACKNOWLEDGMENTS.

IV.1. RESTRICTIVE LEGEND. The Purchasers acknowledge and agree that, upon issuance pursuant to this Agreement, the Securities (and any shares of Common Stock issued in conversion of the Series C Preferred Stock, in lieu of dividends on the Series C Preferred Stock and on exercise of the Warrants) shall have endorsed thereon a legend in substantially the following form (and a stop-transfer order may be placed against transfer of the Series C Preferred Stock and the Conversion Shares):

"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR THE SECURITIES LAWS OF
ANY STATE, AND ARE BEING OFFERED, SOLD OR
OTHERWISE TRANSFERRED PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND SUCH LAWS. THESE
SECURITIES MAY NOT BE SOLD OR TRANSFERRED
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT OR SUCH OTHER LAWS IN RESPECT OF WHICH
THE COMPANY HAS RECEIVED AN OPINION OF
COUNSEL SATISFACTORY TO THE COMPANY TO SUCH
EFFECT."

IV.2. FILINGS. The Company shall make all necessary SEC and "blue sky" filings required to be made by the Company in connection with the sale and issuance of the Securities to the Purchasers and, upon request, shall promptly provide a copy thereof to the Purchasers after such filing.

IV.3. USE OF PROCEEDS. The Company shall use the proceeds from the sale of the Securities (excluding amounts paid by the Company for legal fees in connection with such sale) for general corporate and working capital purposes.

IV.4. LISTING. The Company shall use its best

efforts to maintain its listing of the Common Stock on the American Stock Exchange or such other principal national securities exchange on which the Common Stock may be then listed.

IV.5. RESERVED CONVERSION SHARES. The Company at all times from and after the date hereof shall have a sufficient number of shares of Common Stock duly and validly authorized and reserved for issuance to satisfy the conversion (pursuant to the Certificate of Designations), in full, of 4,960 Shares of Series C Preferred Stock issued to the Purchasers hereunder (assuming for purposes of this
Section 4.5, a Conversion Price (as defined in the Certificate of Designations) of $2.80) and the exercise in full of all of the Warrants issued to the Purchasers hereunder.

IV.6. RIGHT OF FIRST REFUSAL. If, during the period ending 120 days after the Closing Date (the "Right of First Refusal Period"), the Company should propose (the "Proposal") to issue Common Stock or securities convertible into Common Stock (the "Right of First Refusal Securities") at a price less than the Current Market Price (as defined in the Certificate of Designations), the Company shall be obligated to offer the Purchasers an opportunity to purchase all, but not less than all, of the shares of Common Stock included in the Proposal on the terms set forth in the Proposal (the "Offer"), and the Purchasers shall have the right, but not the obligation, to accept such Offer on such terms. The Purchasers shall have ten (10) business days to accept or reject any such Offer following written notice to the Purchasers that the Company proposes to issue any Right of First Refusal Securities on the terms set forth in the Proposal, which shall accompany the notice. If the Purchaser shall fail to notify the Company in writing of its intention to exercise its Right of First Refusal within such time period, the Company may effect the sale of securities on substantially the terms set forth in the Proposal. Notwithstanding the foregoing, the Purchasers shall have no rights under this paragraph
4.6. in respect of Common Stock or any other securities of the Company issuable (i) upon the exercise or conversion of options, warrants or other rights to purchase securities of the Company outstanding as of the date hereof, (ii) to officers, directors or employees of the Company or any of its subsidiaries under any stock option or similar plan heretofore or hereafter adopted by the Company and approved by its stockholders.

IV.7. NO ISSUANCE OF SERIES C PREFERRED STOCK. As long as any shares of Series C Preferred Stock are outstanding the Company shall not issue any shares of Series

C Preferred Stock to any person or entity other than the Purchasers, or to David M. Knott, Knott Partners, L.P. and Windsor Partners, L.P., without the prior written consent of the Purchasers, which consent shall not be unreasonably withheld.

ARTICLE V.

TRANSFER AGENT INSTRUCTIONS.

V.1. The Company agrees that it will provide its transfer agent with customary stop transfer instructions to enable it to issue certificates, registered in the name of each of the Purchasers or its respective nominee(s), for the Conversion Shares or the Warrant Shares in such amounts as may be specified from time to time by such Purchaser to the Company upon conversion of the Series C Preferred Stock and the exercise of the Warrants, in all cases in accordance with the terms of the Certificate of Designations or the Warrants, as the case may be. Nothing contained in this Section 5.1. shall affect in any way any of the Purchasers' obligations to comply with all applicable securities laws upon resale of such Common Stock. If, at any time, any of the Purchasers provides the Company with an opinion of counsel reasonably satisfactory to the Company that registration of the resale by such Purchaser of such Common Stock is not required under the Securities Act and that the removal of restrictive legends is permitted under applicable law, the Company shall permit the transfer of such Common Stock and, promptly instruct the Company's transfer agent to issue one or more certificates for Common Stock without any restrictive legends endorsed thereon.

V.2. Each of the Purchasers is permitted to (i) exercise its right to convert the Series C Preferred Stock in accordance with the terms of conversion set forth in the Certificate of Designations and (ii) exercise its right to purchase shares of Common Stock pursuant to exercise of the Warrants in accordance with the applicable terms of the Warrants.

ARTICLE VI.

CONDITIONS

VI.1.CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Series C Preferred Stock and the Warrants to each Purchaser at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the

following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Purchaser with prior written notice thereof:

(i) Each Purchaser shall have executed each of this Agreement and the Registration Rights Agreement and delivered the same to the Company.

(ii) The Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware.

(iii) Each Cash Purchaser shall have delivered to the Company the Cash Purchase Price for the Preferred Shares being purchased by such Purchaser at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company and each Note Purchaser shall have delivered to the Company the Promissory Note in accordance with Section 1.2 hereof.

(iv) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement or the Registration Rights Agreement.

(v) The accuracy in all material respects on the Closing Date of the representations and warranties of the Purchasers contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date).

VI.2.CONDITIONS TO THE PURCHASERS' OBLIGATION TO PURCHASE. The obligations of each Purchaser to purchase the Series C Preferred Stock and the Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Purchasers' sole benefit and may be waived by the Purchasers at any time in its sole discretion by providing the Company with prior written notice thereof:

(i) The Company shall have executed each of this Agreement and the Registration Rights Agreement, and delivered the same to each Purchaser.

(ii) The Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware, and a copy of the Certificate of Designations that has been certified by such Secretary of State shall have been delivered to each of the Purchasers.

(iii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement or the Registration Rights Agreement.

(iv) The Purchasers shall have received the opinion of Weil, Gotshal & Manges LLP dated as of the Closing Date in substantially the form of EXHIBIT E attached hereto (the "Company Opinion").

(v) The Company shall have executed and delivered to the Purchasers the Warrants and the stock certificates for the Series C Preferred Stock being purchased by each of the Purchasers at the Closing.

(vi) The accuracy in all material respects on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date).

ARTICLE VII.

SURVIVAL; INDEMNIFICATION.

VII.1. The representations, warranties and covenants made by each of the Company and the Purchasers in this Agreement shall survive for two (2) years following the Closing. In the event of a breach or violation of any of such representations, warranties or covenants, the party to whom such representations, warranties or covenants have been made shall have all rights and remedies for such breach or violation available to it under the provisions of this Agreement or otherwise, whether at law or in equity, irrespective of any investigation made by or on behalf of such party on or prior to the Closing Date.

VII.2. The Company hereby agrees to indemnify and hold harmless the Purchasers, their Affiliates and their respective officers, directors, partners and members

(collectively, the "Purchaser Indemnitees"), from and against any and all losses, claims, damages, judgments, penalties, liabilities and deficiencies (collectively, "Losses"), and agrees to reimburse the Purchaser Indemnitees for all out-of-pocket expenses (including the reasonable and documented fees and expenses of legal counsel), in each case promptly as incurred by the Purchaser Indemnitees and to the extent arising out of or in connection with:

(a) any misrepresentation, omission of fact or breach of any of the Company's representations or warranties contained in this Agreement, the annexes, schedules or exhibits hereto or any instrument, agreement or certificate entered into or delivered by the Company pursuant to or in connection with this Agreement; or

(b) any failure by the Company to perform in any material respect any of its covenants, agreements, undertakings or obligations set forth in this Agreement, or any instrument, agreement or certificate entered into or delivered by the Company pursuant to or in connection with this Agreement.

The Company shall be liable to a Purchaser Indemnitee under this Section 7.2 only to the extent of, in the aggregate, the lesser of (i) the amount of any such loss, claim, damage or liability or (ii) the portion of the Purchase Price received by the Company from such Purchaser in connection with the purchase of the Series C Preferred Stock hereunder.

VII.3. Each Purchaser hereby agrees to indemnify and hold harmless the Company, its Affiliates and their respective officers, directors, partners and members (collectively, the "Company Indemnitees"), from and against any and all Losses, and agrees to reimburse the Company Indemnitees for all out-of-pocket expenses (including the fees and expenses of legal counsel), in each case promptly as incurred by the Company Indemnitees, to the extent arising out of or in connection with:

(a) any misrepresentation, omission of fact, or breach of any of such Purchaser's representations or warranties contained in this Agreement, the annexes, schedules or exhibits hereto or any instrument, agreement or certificate entered into or delivered by such Purchaser pursuant to this Agreement; or

(b) any failure by such Purchaser to perform in any material respect any of its covenants, agreements, undertakings or obligations set forth in this Agreement or any instrument, certificate or agreement entered into or delivered by such Purchaser pursuant to this Agreement.

A Purchaser shall be liable to the Company Indemnitees under this Section 7.3 only to the extent of, in the aggregate, the lesser of (i) the amount of any such loss, claim, damage or liability or (ii) the portion of the Purchase Price received by the Company from such Purchaser in connection with the purchase of the Series C Preferred Stock hereunder.

VII.4. Promptly after receipt by either party hereto seeking indemnification pursuant to this Article VII (an "Indemnified Party") of written notice of any investigation, claim, proceeding or other action in respect of which indemnification is being sought (each, a "Claim"), the Indemnified Party promptly shall notify the party against whom indemnification pursuant to this Article VI is being sought (the "Indemnifying Party") of the commencement thereof; but the omission to so notify the Indemnifying Party shall not relieve it from any liability that it otherwise may have to the Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with any Claim as to which both the Indemnifying Party and the Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, the Indemnified Party shall have the right to employ one separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of one such separate legal counsel to the Indemnified Party if (and only if): (x) the Indemnifying Party shall have agreed to pay such fees, out-of-pocket costs and expenses,
(y) representation of the Indemnified Party and the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (z) the Indemnifying Party shall have failed to employ

legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in clauses (x), (y) or (z) above, the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party. In no event shall the Indemnifying Party be liable for the fees and expenses of more than one firm of legal counsel for the Indemnified Party. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnified Party from all liabilities with respect to such Claim or judgment.

VII.5. In the event one party hereunder should have a claim for indemnification that does not involve a claim or demand being asserted by a third party, the Indemnified Party promptly shall deliver notice of such claim to the Indemnifying Party. If the Indemnified Party disputes the claim, such dispute shall be resolved by mutual agreement of the Indemnified Party and the Indemnifying Party or by binding arbitration conducted in accordance with the procedures and rules of the American Arbitration Association. Judgment upon any award rendered by any arbitrators may be entered in any court having competent jurisdiction thereof.

ARTICLE VIII.

GOVERNING LAW: MISCELLANEOUS.

This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York, without regard to the conflicts of law principles of such state. Each of the parties consents to the jurisdiction of the federal courts whose districts encompass any part of the City of New York or the state courts of the State of New York sitting in the City of New York in connection with any dispute arising under this Agreement and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON conveniens, to the bringing of any such proceeding in such jurisdictions. A facsimile transmission to the Company of a Purchaser's signature on this Agreement, upon execution hereof by the Company and delivery to such Purchaser by facsimile transmission or otherwise, shall be legal and binding on the Company and such Purchaser. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement. Any provision of this Agreement may be waived only by an instrument in writing signed by the party against whom enforcement of the waiver is sought. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.

ARTICLE IX.

NOTICES.

Except as may be otherwise provided herein, any notice or other communication or delivery required or permitted hereunder shall be in writing and shall be delivered personally or sent by certified mail, postage prepaid, or by a nationally recognized overnight courier service, and shall be deemed given when so delivered personally or by overnight courier service, or, if mailed, three (3) days after the date of deposit in the United States mails, as follows:

(1) if to the Company, to:

COLUMBIA LABORATORIES, INC.
2875 Northeast 191 Street, Suite 400
Aventura, Florida 33180
Attention: David L. Weinberg

With a copy to:

WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, New York 10153
Attention: Stephen M. Besen, Esq. or
Michael Nissan, Esq.

(2) if to any Purchaser, at the most current address as provided by such Purchaser to the Company in accordance with the provisions of this Article IX, which address shall initially be the address set forth next to such Purchaser's name on the signature pages hereto.

The Company or any Purchaser may change its address for notice by providing notice pursuant to this Article IX.

ARTICLE X.

CONFIDENTIALITY.

The Company and each of the Purchasers agree to keep confidential and not to disclose to or use for the benefit of any third party the terms of this Agreement or any other information which at any time is communicated by the other party as being confidential without the prior written approval of the other party; provided, however, that this provision shall not apply to information which, at the time of disclosure, is already part of the public domain (except by breach of this Agreement) and information which is required to be disclosed by law (including, without limitation, pursuant to Item 10 of Rule 601 of Regulation S-K under the Securities Act and the Exchange Act) or by subpoena or order of any court or governmental agency.

ARTICLE XI.

ASSIGNMENT.

This Agreement shall not be assignable by either of the parties hereto prior to the Closing without the prior written consent of the other party, and any attempted assignment contrary to the provisions hereby shall be null and void.

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date first above written.

COLUMBIA LABORATORIES, INC.

ACHIEVE FUND, L.P.

Title:

Number of Shares of Series C
Preferred Stock to be purchased by
you - 250; Number of Warrants -
8,750; Aggregate Purchase Price -
$250,000.

c/o Richard Morrison
3658 Mt. Diablo Blvd.
Suite 215
Lafayette, CA 94549
Attention: Richard Morrison

(925) 283-1501

VMR LUXEMBURG SA

Title:

Number of Shares of Series C
Preferred Stock to be purchased by
you - 600; Number of Warrants -
21,000; Aggregate Purchase Price -
$600,000.

c/o Value Management Research
Am Kronberger
Hang Five
65824 Schwalbach
Germany

011-49-61-968800-0
Fax: 011-49-61-968800-58

ARIES TRADING LTD

Title:

Number of Shares of Series C
Preferred Stock to be purchased by
you - 200; Number of Warrants -
7,000; Aggregate Purchase Price -
$200,000.

c/o Lexington Shipping &
Trading Corp.
950 Third Avenue
Suite 2700
New York, NY 10022
Attention: James Apostolakis

(212) 588-1900

NARRAGANSETT CAPITAL
PARTNERS, LP

Title:

Number of Shares of Series C
Preferred Stock to be purchased by
you - 100; Number of Warrants -
3,500; Aggregate Purchase Price -
$100,000.

375 Park Avenue
14th Floor
New York, NY 10152
Attention: Anthony Chaves

(212) 521-5042

DERWENT LIMITED

Title:

Number of Shares of
Series C Preferred Stock
to be purchased by you -
1,000; Number of Warrants -
35,000; Aggregate Purchase
Price - $1,000,000.

10 Coleherne Mews
London SW10 9EA
Attention: David J. Rowland

011-44-171-730-3403
Fax: 011-44-171-823-5129

Number of Shares of Series C
Preferred Stock to be purchased by
you - 250; Number of Warrants -
8,750; Aggregate Purchase Price -
$250,000.

c/o Lexington Shipping & Trading
Corp.
950 Third Avenue
Suite 2700
New York, NY 10022

(212) 588-1900

Number of Shares of Series C
Preferred Stock to be purchased by
you - 250; Number of Warrants -
8,750; Aggregate Purchase Price -
$250,000.

One Barrister's Wharf
Newport, RI 02840

(401) 847-4685

Number of Shares of Series C
Preferred Stock to be purchased by
you - 500; Number of Warrants -
17,500; Aggregate Purchase Price -
$500,000.

1290 South Ocean Blvd.
Palm Beach, FL 33480

(561) 833-2001

Number of Shares of Series C
Preferred Stock to be purchased by
you - 50; Number of Warrants -
1,750; Aggregate Purchase Price -
$50,000.

c/o Reynders Gray
530 Fifth Avenue
2nd Floor
New York, NY 10036

(212) 944-7153

Number of Shares of Series C
Preferred Stock to be purchased by
you - 60; Number of Warrants -
2,100; Aggregate Purchase Price -
$60,000.

c/o Lazard Freres
30 Rockefeller Plaza
60th Floor
New York, NY 10020

(212) 632-6768

Number of Shares of Series C
Preferred Stock to be purchased by
you - 100; Number of Warrants -
3,500; Aggregate Purchase Price -
$100,000.

c/o MidAmerica Merchandising
204 West 3rd Street
Kansas City, MO 64105

(816) 471-5600

Number of Shares of Series C
Preferred Stock to be purchased by
you - 100; Number of Warrants -
3,500; Aggregate Purchase Price -
$100,000.

c/o TC Management
237 Park Avenue
Suite 800
New York, NY 10017
Attention: Tony Campbell

(212) 808-3435

Number of Shares of Series C
Preferred Stock to be purchased by
you - 100; Number of Warrants -
3,500; Aggregate Purchase Price -
$100,000.

Gildea Management Company
115 East Putnam Ave.
3rd Floor
Greenwich, CT 06830

(203) 629-0861

Number of Shares of Series C
Preferred Stock to be purchased by
you - 250; Number of Warrants -
8,750; Aggregate Purchase Price -
$250,000.

c/o Columbia Laboratories, Inc.
2875 NE 191 Street
Aventura, FL 33180

(305) 933-6089

Number of Shares of Series C
Preferred Stock to be purchased by
you - 350; Number of Warrants -
12,250; Aggregate Purchase Price -
$350,000.

c/o Columbia Laboratories, Inc.
2875 NE 191st Street
Aventura, FL 33180

(305) 933-6089

Number of Shares of Series C
Preferred Stock to be purchased by
you - 350; Number of Warrants -
12,250; Aggregate Purchase Price -
$350,000.

c/o Richard Morrison
3658 Mt. Diablo Blvd.
Suite 215
Lafayette, CA 94549

(925) 283-1501

Number of Shares of Series C
Preferred Stock to be purchased by
you - 50; Number of Warrants -
1,750; Aggregate Purchase Price -
$50,000.

c/o Continental Kraft Corporation
100 Jericho Quadrangle
Jericho, NY 11753

(516) 681-9090

Title:

Number of Shares of Series C
Preferred Stock to be purchased by
you - 150; Number of Warrants -
5,250; Aggregate Purchase Price -
$150,000.

c/o Bryan & Edwards
600 Montgomery Street
35th Floor
San Francisco, CA 94111

(415) 421-9990

Number of Shares of Series C
Preferred Stock to be purchased by
you - 50; Number of Warrants -
1,750; Aggregate Purchase Price -
$50,000.

Venture Growth Associates
2479 East Bayshore Road
Suite 710
Palo Alto, CA 94303

Number of Shares of Series C
Preferred Stock to be purchased by
you - 100; Number of Warrants -
3,500; Aggregate Purchase Price -
$100,000.

Venture Growth Associates
2479 East Bayshore Road
Suite 710
Palo Alto, CA 94303

Number of Shares of Series C
Preferred Stock to be purchased by
you - 100; Number of Warrants -
3,500; Aggregate Purchase Price -
$100,000.

c/o Frantzen/Voelker
Investments LLC
1100 Poydras Street
New Orleans, LA 70163

EXHIBIT 4.3

SECURITIES PURCHASE AGREEMENT

SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of January 19, 1999, among Columbia Laboratories, Inc., a Delaware corporation with principal executive offices located at 2875 Northeast 191 Street, Suite 400, Aventura, Florida 33180 (the "Company"), David M. Knott ("Knott") and Knott Partners, L.P. ("Knott LP") (Knott and Knott LP are herein referred to individually as a "Purchaser" and collectively as the "Purchasers").

W I T N E S S E T H:

WHEREAS, the Purchasers desire to purchase from Company, and the Company desires to issue and sell to the Purchasers, upon the terms and subject to the conditions of this Agreement, (i) shares of Series C Convertible Preferred Stock, $.01 par value (the "Series C Preferred Stock"), having the rights, preferences and privileges set forth in the Certificate of Designations, Preferences and Rights hereto as EXHIBIT A (the "Certificate of Designations") and (ii) Warrants to purchase up to an aggregate of 45,500 shares of Common Stock (as defined below), having the terms and conditions and being in the form attached hereto as EXHIBIT B (the "Warrants"); and

WHEREAS, upon the terms and subject to the conditions set forth in the Certificate of Designations, the Series C Preferred Stock is convertible into shares of the Company's common stock, $.01 par value ("Common Stock").

WHEREAS, contemporaneously with the execution and delivery of this Agreement, the parties hereto are executing and delivering a Registration Rights Agreement substantially in the form attached hereto as EXHIBIT C (the "Registration Rights Agreement") pursuant to which the Company has agreed to provide certain registration rights under the Securities Act of 1933 and the rules and regulations promulgated thereunder, and applicable state securities laws.

NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I.

PURCHASE AND SALE OF SERIES C PREFERRED STOCK

I.1. TRANSACTION. The Purchasers hereby agree to purchase from the Company, and the Company has offered and hereby agrees to issue and sell to the Purchasers, the number of shares of Series C Preferred Stock and the number of Warrants set forth opposite the names of each Purchaser on the signature pages hereto.

I.2. PURCHASE PRICE; FORM OF PAYMENT. The aggregate purchase price for the Series C Preferred Stock and Warrants to be purchased by the Purchasers hereunder shall be U.S. $1,300,000. At the Closing referred to in
Section 1.3 below, each Purchaser shall pay in cash the purchase price set forth next to the name of such Purchaser on the signature pages hereto (the "Purchase Price"). The Purchase Price shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company's wire instructions set forth below. Simultaneously against receipt by the Company of the Purchase Price by the Purchasers, the Company shall deliver to each Purchaser (i) the stock certificates evidencing the number of shares of Series C Preferred Stock purchased by each Purchaser as set forth next to the name of such Purchaser on the signature pages hereto, and (ii) the number of Warrants purchased by each Purchaser as set forth next to the name of such Purchaser on the signature pages hereto, in each case duly executed on behalf of the Company and registered in the name of each Purchaser.

I.3. CLOSING. The closing (the "Closing") of the issuance and sale of the Series C Preferred Stock shall be January 27, 1999 or such other date as shall be mutually agreed upon in writing (the "Closing Date") and shall occur at the offices of Weil, Gotshal & Manges LLP, or at such other place mutually agreeable to the parties hereto.

I.4. METHOD OF PAYMENT. Payment of the Purchase Price shall be made by wire transfer of immediately available funds to:

First Union National Bank 18545 Biscayne Blvd.

Aventura, FL 33180

Bank ABA Number: 063000021

Account Number: 2090001613844

Account Holder: Columbia Laboratories, Inc.

I.5. DELIVERY INSTRUCTIONS. The Series C Preferred Stock and the Warrants shall be delivered by the Company to the Purchasers pursuant to
Section 1.2. hereof on a "delivery-against-payment basis" at the Closing.

ARTICLE II.

PURCHASERS' REPRESENTATIONS, WARRANTIES; ACCESS
TO INFORMATION; INDEPENDENT INVESTIGATION.

Each Purchaser represents and warrants to and covenants and agrees with the Company as follows:

II.1. Each Purchaser is purchasing the Series C Preferred Stock, the Warrants, the Common Stock issuable upon exercise of the Warrants (the "Warrant Shares") and the Shares of Common Stock issuable upon conversion of the Series C Preferred Stock (the "Conversion Shares" and, collectively with the Series C Preferred Stock, the Warrants and the Warrant Shares, the "Securities") for its own account, for investment purposes only and not with a view towards or in connection with the public sale or distribution thereof in violation of the provisions of the Securities Act of 1933, as amended (the "Securities Act").

II.2. Each Purchaser is (i) an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act, (ii) experienced in making investments of the kind contemplated by this Agreement,
(iii) capable, by reason of its business and financial experience, of evaluating the relative merits and risks of an investment in the Securities, and (iv) able to afford the loss of its investment in the Securities.

II.3. Each Purchaser understands that the Securities are being offered and sold by the Company in reliance on an exemption from the registration requirements of the Securities Act and equivalent state securities and "blue sky" laws, and that the Company is relying upon the accuracy of, and each Purchasers' compliance with, the Purchasers' representations, warranties and covenants set forth in this Agreement to determine the availability of such exemption and the eligibility of each Purchaser to purchase the Securities. Each Purchaser further understands that the Series C Preferred Stock and Conversion Shares may not be transferred or resold without (a) registration under the Securities Act and any applicable state securities laws, or (b) an exemption from the requirements of the Securities Act and applicable state securities laws.

II.4. Each Purchaser understands that an

exemption from such registration is not presently available pursuant to Rule 144 promulgated under the Securities Act by the Commission and that in any event no Purchaser may sell any securities pursuant to Rule 144 prior to the expiration of a one-year period after such Purchaser has acquired the securities. Each Purchaser understands that any sales pursuant to Rule 144 may only be made in full compliance with the provisions of Rule 144.

II.5. Each Purchaser has been furnished with or provided access to all materials relating to the business, financial position and results of operations of the Company, including the risk factors relating to the Company and its business set forth in EXHIBIT D hereto (the "Risk Factors") and all other materials requested by the Purchasers to enable them to make an informed investment decision with respect to the Securities.

II.6. Each Purchaser acknowledges that the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1997 and all other reports and documents heretofore filed by the Company with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act") since December 31, 1997 (collectively the "Commission Filings") have been made available to such Purchaser for such Purchaser's review.

II.7. Each Purchaser acknowledges that in making its decision to purchase the Securities it has relied on its own investigation of the Company and been given an opportunity to ask questions of and to receive answers from the Company's executive officers, directors and management personnel concerning the terms and conditions of the private placement of the Securities by the Company.

II.8. Each Purchaser understands that the Securities have not been approved or disapproved by the Commission or any state securities commission and that the foregoing authorities have not reviewed any documents or instruments in connection with the offer and sale to it of the Securities and have not confirmed or determined the adequacy or accuracy of any such documents or instruments.

II.9. Each Purchaser has the requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly authorized, executed and delivered by each Purchaser and is a valid and binding agreement of each Purchaser enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,

moratorium and similar laws affecting creditors' rights and remedies generally.

II.10. Neither the Purchasers nor any of their affiliates nor any person acting on its or their behalf has the intention of entering, or will enter into, any put option, short position or other similar instrument or position with respect to the Common Stock and neither the Purchasers nor any of their affiliates nor any person acting on its or their behalf will use at any time shares of Common Stock acquired pursuant to this Agreement or the Certificate of Designations to settle any put option, short position or other similar instrument or position that may have been entered into prior to the execution of this Agreement.

ARTICLE III.

COMPANY'S REPRESENTATIONS

The Company represents and warrants to the Purchasers that:

III.1. CAPITALIZATION. As of the date hereof, the authorized capital stock of the Company is as set forth on SCHEDULE 3.1. All of the issued and outstanding shares of capital stock set forth on SCHEDULE 3.1 have been validly issued and are fully paid and non-assessable. The Series C Preferred Stock has been duly and validly authorized for issuance by the Company pursuant to this Agreement, and when issued by the Company pursuant hereto, will be duly and validly issued, fully paid and non-assessable and will be free of any preemptive or similar rights. The Conversion Shares and Warrant Shares have been duly and validly authorized and reserved for issuance by the Company and, when issued by the Company upon conversion of, or in lieu of accrued dividends on, the Series C Preferred Stock, or on exercise of the Warrants, will be duly and validly issued, fully paid and non-assessable. Except as set forth on SCHEDULE 3.1 or in the Commission Filings there are no options, warrants, subscription, "call" or other similar rights to acquire the Common Stock that have been issued or granted to any person.

III.2. ORGANIZATION. Each of the Company and its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and each is duly qualified as a foreign corporation in all jurisdictions in which the failure to so qualify would have a material adverse effect on the business, properties, condition (financial or otherwise) or results of operations

of the Company and its subsidiaries taken as a whole or on the consummation of any of the transactions contemplated by this Agreement (a "Material Adverse Effect").

III.3. AUTHORIZED SHARES. The Company has duly and validly authorized and reserved for issuance shares of Common Stock sufficient in number for the conversion, of the shares of Series C Preferred Stock issued to the Purchasers hereunder (assuming for purposes of this Section 3.3 a Conversion Price (as defined in the Certificate of Designations) of $2.80) and the exercise of 45,500 Warrants. The Company understands and acknowledges the potentially dilutive effect to the Common Stock of the issuance of the Conversion Shares and Warrant Shares upon conversion of the Series C Preferred Stock and exercise of the Warrants. The Company further acknowledges that its obligation to issue Conversion Stock upon conversion of the Series C Preferred Stock and Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Certificate of Designations and the Warrants is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

III.4. AUTHORITY; VALIDITY AND ENFORCEABILITY. The Company has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby (including without limitation the filing of the Certificate of Designations, the issuance of the Series C Preferred Stock, the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares), has been duly authorized by all requisite corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company and (assuming the due authorization, execution and delivery by the other parties hereto) constitutes a valid and binding obligation of the Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

III.5. NON-CONTRAVENTION. The execution and delivery by the Company of this Agreement and the consummation by the Company of the transactions contemplated

hereby do not and will not conflict with or result in a breach by the Company of any of the terms or provisions of, or constitute a default (or an event which, with notice, lapse of time or both, would constitute a default), and there is not currently outstanding any uncured breach or default under (i) the certificate of incorporation or by-laws of the Company, or (ii) any indenture, mortgage, deed of trust or other material agreement or instrument to which the Company is a party or by which its properties or assets are bound, or any law, rule, regulation, decree, judgment or order of any court or public or governmental authority having jurisdiction over the Company or any of the Company's properties or assets, except as to (ii) above such conflict, breach or default which would not have a Material Adverse Effect.

III.6. ABSENCE OF CERTAIN CHANGES. Since December 31, 1997, except as disclosed in the Commission Filings there has not occurred any change, event or development in the business, financial condition, prospects or results of operations of the Company, and there has not existed any condition having or reasonably likely to have, a Material Adverse Effect.

III.7. ABSENCE OF LITIGATION. Except as disclosed in the Commission Filings, there is no action, suit, claim, proceeding, inquiry or investigation pending or, to the Company's knowledge, threatened, by or before any court or public or governmental authority, nor does the Company have knowledge of any facts or circumstances which would reasonably be likely to give rise to any such action, suit, claim, inquiry, proceeding or investigation, which, if determined adversely to the Company or any of its subsidiaries, would have a Material Adverse Effect.

III.8. FINANCIAL STATEMENTS; NO UNDISCLOSED LIABILITIES. Each of the financial statements included in the Commission Filings complied in all material respects with the rules and regulations of the Commission with respect thereto as in effect at the time of filing, have been prepared in accordance with United States General Accepted Accounting Principles ("GAAP") (subject, in the case of the interim financial statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents in all material respects the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated.

III.9. SECURITIES LAW MATTERS. Assuming the

accuracy of the representations and warranties of the Purchasers set forth in Article II hereof, the offer and sale by the Company of the Securities is exempt from the registration and prospectus delivery requirements of the Securities Act and the rules and regulations of the Commission thereunder. No form of general solicitation or advertising has been used or authorized by the Company or any of its officers, directors or Affiliates in connection with the offer or sale of the Series C Preferred Stock (and the Conversion Shares) as contemplated by this Agreement or any other agreement to which the Company is a party.

III.10. INTERNAL CONTROLS AND PROCEDURES. The Company maintains accurate books and records and internal accounting controls which provide reasonable assurance that (i) all transactions to which the Company is a party or by which its properties are bound are executed with management's authorization; (ii) the reported accountability of the Company's assets is compared with existing assets at regular intervals; (iii) access to the Company's assets is permitted only in accordance with management's authorization; and (iv) all transactions to which the Company is a party or by which its properties are bound are recorded as necessary to permit preparation of the financial statements of the Company in accordance with U.S. generally accepted accounting principles.

III.11. COMMISSION FILINGS. None of the Commission Filings contained at the time they were filed any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading.

III.12. ABSENCE OF CERTAIN CHANGES. Except as disclosed in the Commission Filings, since December 31, 1997 there has not occurred any change, event or development in the business, financial condition, prospects or results of operations of the Company or its subsidiaries, and there has not existed any condition having or reasonably likely to have, a Material Adverse Effect.

III.13. FILINGS, CONSENTS AND APPROVALS. The Company is not required to obtain any consent, authorization, or make any filing with, Federal, state, local or other governmental authority in connection with the issuance and sale of the Series C Preferred Stock and the Warrants, other than (i) the filing of the Certificate of Designations with the Secretary of State of Delaware, (ii) the filings required pursuant to Section 4.2, (iii) the filing of the Registration Statement with the Securities and Exchange Commission meeting the requirements set forth in

the Registration Rights Agreement, (iv) the application(s) to the American Stock Exchange for the listing of the Conversion Shares and Warrant Shares for trading on the American Stock Exchange (and with any other national securities exchange or market on which the Common Stock is then listed), and (v) in all other cases where the failure to obtain such consent, waiver, authorization or order, or to give such notice or make such filing or registration could not have or result in, individually or in the aggregate, a Material Adverse Effect.

III.14. COMPLIANCE WITH LAWS; PERMITS. The Company is in compliance with all laws, rules, regulations, codes, ordinances and statutes applicable to them or to the conduct of their respective businesses, except for such non-compliance which would not have a Material Adverse Effect. The Company possesses all permits, approvals, authorizations, licenses, certificates and consents from all public and governmental authorities which are necessary to conduct its business, except for those the absence of which would not have a Material Adverse Effect.

III.15. PATENTS AND TRADEMARKS. The Company has, or has the rights to use, all patents, patent applications, trademarks, trademark applications, licenses and rights which are necessary or material for use in connection with its business, except where the failure to have any such rights would not have a Material Adverse Effect.

ARTICLE IV.

CERTAIN COVENANTS AND ACKNOWLEDGMENTS.

IV.1. RESTRICTIVE LEGEND. The Purchasers acknowledge and agree that, upon issuance pursuant to this Agreement, the Securities (and any shares of Common Stock issued in conversion of the Series C Preferred Stock, in lieu of dividends on the Series C Preferred Stock and on exercise of the Warrants) shall have endorsed thereon a legend in substantially the following form (and a stop-transfer order may be placed against transfer of the Series C Preferred Stock and the Conversion Shares):

"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE, AND ARE BEING OFFERED, SOLD OR OTHERWISE TRANSFERRED PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR SUCH OTHER LAWS IN RESPECT OF WHICH THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO SUCH EFFECT."

IV.2. FILINGS. The Company shall make all necessary SEC and "blue sky" filings required to be made by the Company in connection with the sale and issuance of the Securities to the Purchasers and, upon request, shall promptly provide a copy thereof to the Purchasers after such filing.

IV.3. USE OF PROCEEDS. The Company shall use the proceeds from the sale of the Securities (excluding amounts paid by the Company for legal fees in connection with such sale) for general corporate and working capital purposes.

IV.4. LISTING. The Company shall use its best efforts to maintain its listing of the Common Stock on the American Stock Exchange or such other principal national securities exchange on which the Common Stock may be then listed.

IV.5. RESERVED CONVERSION SHARES. The Company at all times from and after the date hereof shall have a sufficient number of shares of Common Stock duly and validly authorized and reserved for issuance to satisfy the conversion (pursuant to the Certificate of Designations), in full, of 1,300 Shares of Series C Preferred Stock issued to the Purchasers hereunder (assuming for purposes of this Section 4.5, a Conversion Price (as defined in the Certificate of Designations) of $2.80) and the exercise in full of all of the Warrants issued to the Purchasers hereunder.

IV.6. RIGHT OF FIRST REFUSAL. If, during the period ending 120 days after the Closing Date (the "Right of First Refusal Period"), the Company should propose (the "Proposal") to issue Common Stock or securities convertible into Common Stock (the "Right of First Refusal Securities") at a price less than the Current Market Price (as defined in the Certificate of Designations), the Company shall be obligated to offer the Purchasers an opportunity to purchase all, but not less than all, of the shares of Common Stock included in the Proposal on the terms set forth in the Proposal (the "Offer"), and the Purchasers shall have the right, but not the obligation, to accept such Offer on such terms. The Purchasers shall have ten (10) business days to accept or reject any such Offer following written notice to the Purchasers that the Company proposes to issue any Right of First Refusal Securities on the terms set forth in the Proposal, which shall accompany the notice. If the Purchaser shall fail to notify the Company in writing of its intention to exercise its Right of First Refusal within such time period, the Company may effect the sale of securities on substantially the terms set forth in the Proposal. Notwithstanding the foregoing, the Purchasers shall have no rights under this paragraph 4.6. in respect of Common Stock or any other securities of the Company issuable (i) upon the exercise or conversion of options, warrants or other rights to purchase securities of the Company outstanding as of the date hereof, (ii) to officers, directors or employees of the Company or any of its subsidiaries under any stock option or similar plan heretofore or hereafter adopted by the Company and approved by its stockholders.

IV.7. NO ISSUANCE OF SERIES C PREFERRED STOCK. As long as any shares of Series C Preferred Stock are outstanding the Company shall not issue any shares of Series C Preferred Stock to any person or entity other than (i) the Purchasers, (ii) the purchasers party to a Securities Purchase Agreement dated as of January 7, 1999 with the Company with respect to the issuance of the Series C Preferred Stock or (iii) Windsor Partners, L.P., without the

prior written consent of the Purchasers, which consent shall not be unreasonably withheld.

ARTICLE V.

TRANSFER AGENT INSTRUCTIONS.

V.1. The Company agrees that it will provide its transfer agent with customary stop transfer instructions to enable it to issue certificates, registered in the name of each of the Purchasers or its respective nominee(s), for the Conversion Shares or the Warrant Shares in such amounts as may be specified from time to time by such Purchaser to the Company upon conversion of the Series C Preferred Stock and the exercise of the Warrants, in all cases in accordance with the terms of the Certificate of Designations or the Warrants, as the case may be. Nothing contained in this Section 5.1. shall affect in any way any of the Purchasers' obligations to comply with all applicable securities laws upon resale of such Common Stock. If, at any time, any of the Purchasers provides the Company with an opinion of counsel reasonably satisfactory to the Company that registration of the resale by such Purchaser of such Common Stock is not required under the Securities Act and that the removal of restrictive legends is permitted under applicable law, the Company shall permit the transfer of such Common Stock and, promptly instruct the Company's transfer agent to issue one or more certificates for Common Stock without any restrictive legends endorsed thereon.

V.2. Each of the Purchasers is permitted to (i) exercise its right to convert the Series C Preferred Stock in accordance with the terms of conversion set forth in the Certificate of Designations and (ii) exercise its right to purchase shares of Common Stock pursuant to exercise of the Warrants in accordance with the applicable terms of the Warrants.

ARTICLE VI.

CONDITIONS

VI.1. CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Series C Preferred Stock and the Warrants to each Purchaser at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Purchaser

with prior written notice thereof:

(i) Each Purchaser shall have executed each of this Agreement and the Registration Rights Agreement and delivered the same to the Company.

(ii) The Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware.

(iii) Each Purchaser shall have delivered to the Company the Purchase Price for the shares of Series C Preferred Stock being purchased by such Purchaser at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company.

(iv) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement or the Registration Rights Agreement.

(v) The accuracy in all material respects on the Closing Date of the representations and warranties of the Purchasers contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date).

VI.2. CONDITIONS TO THE PURCHASERS' OBLIGATION TO PURCHASE. The obligations of each Purchaser to purchase the Series C Preferred Stock and the Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Purchasers' sole benefit and may be waived by the Purchasers at any time in its sole discretion by providing the Company with prior written notice thereof:

(i) The Company shall have executed each of this Agreement and the Registration Rights Agreement, and delivered the same to each Purchaser.

(ii) The Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware, and a copy of the Certificate of Designations that has been certified by such Secretary of State shall have been delivered to each of the Purchasers.

(iii) No statute, rule, regulation, executive

order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement or the Registration Rights Agreement.

(iv) The Purchasers shall have received the opinion of Weil, Gotshal & Manges LLP dated as of the Closing Date in substantially the form of EXHIBIT E attached hereto (the "Company Opinion").

(v) The Company shall have executed and delivered to the Purchasers the Warrants and the stock certificates for the Series C Preferred Stock being purchased by each of the Purchasers at the Closing.

(vi) The accuracy in all material respects on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date).

ARTICLE VII.

SURVIVAL; INDEMNIFICATION.

VII.1. The representations, warranties and covenants made by each of the Company and the Purchasers in this Agreement shall survive for two
(2) years following the Closing. In the event of a breach or violation of any of such representations, warranties or covenants, the party to whom such representations, warranties or covenants have been made shall have all rights and remedies for such breach or violation available to it under the provisions of this Agreement or otherwise, whether at law or in equity, irrespective of any investigation made by or on behalf of such party on or prior to the Closing Date.

VII.2. The Company hereby agrees to indemnify and hold harmless the Purchasers, their Affiliates and their respective officers, directors, partners and members (collectively, the "Purchaser Indemnitees"), from and against any and all losses, claims, damages, judgments, penalties, liabilities and deficiencies (collectively, "Losses"), and agrees to reimburse the Purchaser Indemnitees for all out-of-pocket expenses (including the reasonable and documented fees and expenses of legal counsel), in each case promptly as incurred by the Purchaser Indemnitees and to the extent arising out of or in connection with:

(a) any misrepresentation, omission of fact or breach of any of the Company's representations or warranties contained in this Agreement, the annexes, schedules or exhibits hereto or any instrument, agreement or certificate entered into or delivered by the Company pursuant to or in connection with this Agreement; or

(b) any failure by the Company to perform in any material respect any of its covenants, agreements, undertakings or obligations set forth in this Agreement, or any instrument, agreement or certificate entered into or delivered by the Company pursuant to or in connection with this Agreement.

The Company shall be liable to a Purchaser Indemnitee under this Section 7.2 only to the extent of, in the aggregate, the lesser of (i) the amount of any such loss, claim, damage or liability or (ii) the portion of the Purchase Price received by the Company from such Purchaser in connection with the purchase of the Series C Preferred Stock hereunder.

VII.3. Each Purchaser hereby agrees to indemnify and hold harmless the Company, its Affiliates and their respective officers, directors, partners and members (collectively, the "Company Indemnitees"), from and against any and all Losses, and agrees to reimburse the Company Indemnitees for all out-of-pocket expenses (including the fees and expenses of legal counsel), in each case promptly as incurred by the Company Indemnitees, to the extent arising out of or in connection with:

(a) any misrepresentation, omission of fact, or breach of any of such Purchaser's representations or warranties contained in this Agreement, the annexes, schedules or exhibits hereto or any instrument, agreement or certificate entered into or delivered by such Purchaser pursuant to this Agreement; or

(b) any failure by such Purchaser to perform in any material respect any of its covenants, agreements, undertakings or obligations set forth in this Agreement or any instrument, certificate or agreement entered into or delivered by such Purchaser pursuant to this Agreement.

A Purchaser shall be liable to the Company Indemnitees under this Section 7.3 only to the extent of, in the aggregate, the lesser of (i) the amount of any such loss, claim, damage or liability or (ii) the portion of the

Purchase Price received by the Company from such Purchaser in connection with the purchase of the Series C Preferred Stock hereunder.

VII.4. Promptly after receipt by either party hereto seeking indemnification pursuant to this Article VII (an "Indemnified Party") of written notice of any investigation, claim, proceeding or other action in respect of which indemnification is being sought (each, a "Claim"), the Indemnified Party promptly shall notify the party against whom indemnification pursuant to this Article VI is being sought (the "Indemnifying Party") of the commencement thereof; but the omission to so notify the Indemnifying Party shall not relieve it from any liability that it otherwise may have to the Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with any Claim as to which both the Indemnifying Party and the Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, the Indemnified Party shall have the right to employ one separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of one such separate legal counsel to the Indemnified Party if (and only if): (x) the Indemnifying Party shall have agreed to pay such fees, out-of-pocket costs and expenses, (y) representation of the Indemnified Party and the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (z) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in clauses (x), (y) or (z) above, the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party. In no event shall the Indemnifying Party be liable for the fees and expenses of more than one firm of legal counsel for the Indemnified Party. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnified

Party from all liabilities with respect to such Claim or judgment.

VII.5. In the event one party hereunder should have a claim for indemnification that does not involve a claim or demand being asserted by a third party, the Indemnified Party promptly shall deliver notice of such claim to the Indemnifying Party. If the Indemnified Party disputes the claim, such dispute shall be resolved by mutual agreement of the Indemnified Party and the Indemnifying Party or by binding arbitration conducted in accordance with the procedures and rules of the American Arbitration Association. Judgment upon any award rendered by any arbitrators may be entered in any court having competent jurisdiction thereof.

ARTICLE VIII.

GOVERNING LAW: MISCELLANEOUS.

This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York, without regard to the conflicts of law principles of such state. Each of the parties consents to the jurisdiction of the federal courts whose districts encompass any part of the City of New York or the state courts of the State of New York sitting in the City of New York in connection with any dispute arising under this Agreement and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENS, to the bringing of any such proceeding in such jurisdictions. A facsimile transmission to the Company of a Purchaser's signature on this Agreement, upon execution hereof by the Company and delivery to such Purchaser by facsimile transmission or otherwise, shall be legal and binding on the Company and such Purchaser. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement. Any provision of this Agreement may be waived only by an instrument in writing signed by the party against whom enforcement of the waiver is sought. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.

ARTICLE IX.

NOTICES.

Except as may be otherwise provided herein, any notice or other communication or delivery required or permitted hereunder shall be in writing and shall be delivered personally or sent by certified mail, postage prepaid, or by a nationally recognized overnight courier service, and shall be deemed given when so delivered personally or by overnight courier service, or, if mailed, three (3) days after the date of deposit in the United States mails, as follows:

(1) if to the Company, to:

COLUMBIA LABORATORIES, INC.
2875 Northeast 191 Street, Suite 400
Aventura, Florida 33180
Attention: David L. Weinberg

With a copy to:

WEIL, GOTSHAL & MANGES LLP

767 Fifth Avenue
New York, New York 10153
Attention: Stephen M. Besen, Esq. or
Michael Nissan, Esq.

(2) if to any Purchaser, at the most current address as provided by such Purchaser to the Company in accordance with the provisions of this Article IX, which address shall initially be the address set forth next to such Purchaser's name on the signature pages hereto.

The Company or any Purchaser may change its address for notice by providing notice pursuant to this Article IX.

ARTICLE X.

CONFIDENTIALITY.

The Company and each of the Purchasers agree to keep confidential and not to disclose to or use for the benefit of any third party the terms of this Agreement or any other information which at any time is communicated by the other party as being confidential without the prior written approval of the other party; provided, however, that this provision shall not apply to information which, at the time of disclosure, is already part of the public domain (except by breach of this Agreement) and information which is required to be disclosed by law (including, without limitation, pursuant to Item 10 of Rule 601 of Regulation S-K under the Securities Act and the Exchange Act) or by subpoena or order of any court or governmental agency.

ARTICLE XI.

ASSIGNMENT.

This Agreement shall not be assignable by either of the parties hereto prior to the Closing without the prior written consent of the other party, and any attempted assignment contrary to the provisions hereby shall be null and void.

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date first above written.

COLUMBIA LABORATORIES, INC.

Title:

KNOTT PARTNERS, L.P.

Title:

Number of Shares of
Series C Preferred Stock
to be purchased by you -
1,188; Number of Warrants -
41,580; Aggregate Purchase
Price - $1,188,000.

Knott Partners, L.P.
485 Underhill Blvd.
Suite 205
Syosset, NY 11791

(516) 364-0303

Number of Shares of
Series C Preferred Stock
to be purchased by you -
112; Number of Warrants -
3,920; Aggregate Purchase
Price - $112,000.

c/o Dorset Management Corporation
485 Underhill Blvd.
Suite 205
Syosset, NY 11791

(516) 364-0303

EXHIBIT 4.4

SECURITIES PURCHASE AGREEMENT

SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of February 1, 1999, between Columbia Laboratories, Inc., a Delaware corporation with principal executive offices located at 2875 Northeast 191 Street, Suite 400, Aventura, Florida 33180 (the "Company"), and Windsor Partners, L.P., a Delaware limited partnership with its principal office at 237 Park Avenue, Suite 800, New York, N.Y. 10017 (the "Purchaser").

W I T N E S S E T H:

WHEREAS, the Purchaser desires to purchase from Company, and the Company desires to issue and sell to the Purchaser, upon the terms and subject to the conditions of this Agreement, (i) shares of Series C Convertible Preferred Stock, $.01 par value (the "Series C Preferred Stock"), having the rights, preferences and privileges set forth in the Certificate of Designations, Preferences and Rights hereto as EXHIBIT A (the "Certificate of Designations") and (ii) Warrants to purchase up to an aggregate of 45,500 shares of Common Stock (as defined below), having the terms and conditions and being in the form attached hereto as EXHIBIT B (the "Warrants"); and

WHEREAS, upon the terms and subject to the conditions set forth in the Certificate of Designations, the Series C Preferred Stock is convertible into shares of the Company's common stock, $.01 par value ("Common Stock"); and

WHEREAS, contemporaneously with the execution and delivery of this Agreement, the parties hereto are executing and delivering a Registration Rights Agreement substantially in the form attached hereto as EXHIBIT C (the "Registration Rights Agreement") pursuant to which the Company has agreed to provide certain registration rights under the Securities Act of 1933 and the rules and regulations promulgated thereunder, and applicable state securities laws.

NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I.

PURCHASE AND SALE OF SERIES C PREFERRED STOCK

I.1. TRANSACTION. The Purchaser hereby agrees to purchase from the Company, and the Company has offered and hereby agrees to issue and sell to the Purchaser, the number of shares of Series C Preferred Stock and the number of Warrants set forth opposite the names of the Purchaser on the signature pages hereto.

I.2. PURCHASE PRICE; FORM OF PAYMENT. The aggregate purchase price for the Series C Preferred Stock and Warrants to be purchased by the Purchaser hereunder shall be U.S. $400,000. At the Closing referred to in
Section 1.3 below, the Purchaser shall pay in cash the purchase price set forth next to the name of the Purchaser on the signature pages hereto (the "Purchase Price"). The Purchase Price shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company's wire instructions set forth below. Simultaneously against receipt by the Company of the Purchase Price by the Purchaser, the Company shall deliver to the Purchaser
(i) the stock certificates evidencing the number of shares of Series C Preferred Stock purchased by the Purchaser as set forth next to the name of the Purchaser on the signature pages hereto, and (ii) the number of Warrants purchased by the Purchaser as set forth next to the name of the Purchaser on the signature pages hereto, in each case duly executed on behalf of the Company and registered in the name of the Purchaser.

I.3. CLOSING. The closing (the "Closing") of the issuance and sale of the Series C Preferred Stock shall be the date hereof or such other date as shall be mutually agreed upon in writing (the "Closing Date") and shall occur at the offices of Weil, Gotshal & Manges LLP, or at such other place mutually agreeable to the parties hereto.

I.4. METHOD OF PAYMENT. Payment of the Purchase Price shall be made by wire transfer of immediately available funds to:

First Union National Bank 18545 Biscayne Blvd.

Aventura, FL 33180

Bank ABA Number: 063000021

Account Number: 2090001613844

Account Holder: Columbia Laboratories, Inc.

I.5. DELIVERY INSTRUCTIONS. The Series C Preferred Stock and the Warrants shall be delivered by the Company to the Purchaser pursuant to
Section 1.2. hereof on a "delivery-against-payment basis" at the Closing.

ARTICLE II.

PURCHASER REPRESENTATIONS, WARRANTIES; ACCESS
TO INFORMATION; INDEPENDENT INVESTIGATION.

The Purchaser represents and warrants to and covenants and agrees with the Company as follows:

II.1. The Purchaser is purchasing the Series C Preferred Stock, the Warrants, the Common Stock issuable upon exercise of the Warrants (the "Warrant Shares") and the Shares of Common Stock issuable upon conversion of the Series C Preferred Stock (the "Conversion Shares" and, collectively with the Series C Preferred Stock, the Warrants and the Warrant Shares, the "Securities") for its own account, for investment purposes only and not with a view towards or in connection with the public sale or distribution thereof in violation of the provisions of the Securities Act of 1933, as amended (the "Securities Act").

II.2. The Purchaser is (i) an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act, (ii) experienced in making investments of the kind contemplated by this Agreement, (iii) capable, by reason of its business and financial experience, of evaluating the relative merits and risks of an investment in the Securities, and (iv) able to afford the loss of its investment in the Securities.

II.3. The Purchaser understands that the Securities are being offered and sold by the Company in reliance on an exemption from the registration requirements of the Securities Act and equivalent state securities and "blue sky" laws, and that the Company is relying upon the accuracy of, and the Purchaser's compliance with, the Purchaser's representations, warranties and covenants set forth in this Agreement to determine the availability of such exemption and the eligibility of the Purchaser to purchase the Securities. The Purchaser further understands that the Series C Preferred Stock and Conversion Shares may not be transferred or resold without (a) registration under the Securities Act and any applicable state securities laws, or (b) an exemption from the requirements of the Securities Act and applicable state securities laws.

II.4. The Purchaser understands that an exemption

from such registration is not presently available pursuant to Rule 144 promulgated under the Securities Act by the Commission and that in any event the Purchaser may not sell any securities pursuant to Rule 144 prior to the expiration of a one-year period after the Purchaser has acquired the securities. The Purchaser understands that any sales pursuant to Rule 144 may only be made in full compliance with the provisions of Rule 144.

II.5. The Purchaser has been furnished with or provided access to all materials relating to the business, financial position and results of operations of the Company, including the risk factors relating to the Company and its business set forth in EXHIBIT D hereto (the "Risk Factors") and all other materials requested by the Purchaser to enable them to make an informed investment decision with respect to the Securities.

II.6. The Purchaser acknowledges that the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1997 and all other reports and documents heretofore filed by the Company with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act") since December 31, 1997 (collectively the "Commission Filings") have been made available to the Purchaser for the Purchaser's review.

II.7. The Purchaser acknowledges that in making its decision to purchase the Securities it has relied on its own investigation of the Company and been given an opportunity to ask questions of and to receive answers from the Company's executive officers, directors and management personnel concerning the terms and conditions of the private placement of the Securities by the Company.

II.8. The Purchaser understands that the Securities have not been approved or disapproved by the Commission or any state securities commission and that the foregoing authorities have not reviewed any documents or instruments in connection with the offer and sale to it of the Securities and have not confirmed or determined the adequacy or accuracy of any such documents or instruments.

II.9. The Purchaser has the requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly authorized, executed and delivered by the Purchaser and is a valid and binding agreement of the Purchaser enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,

moratorium and similar laws affecting creditors' rights and remedies generally.

II.10. Neither the Purchaser nor any of its affiliates nor any person acting on its or their behalf has the intention of entering, or will enter into, any put option, short position or other similar instrument or position with respect to the Common Stock and neither the Purchaser nor any of its affiliates nor any person acting on its or their behalf will use at any time shares of Common Stock acquired pursuant to this Agreement or the Certificate of Designations to settle any put option, short position or other similar instrument or position that may have been entered into prior to the execution of this Agreement.

ARTICLE III.

COMPANY'S REPRESENTATIONS

The Company represents and warrants to the Purchaser that:

III.1. CAPITALIZATION. As of the date hereof, the authorized capital stock of the Company is as set forth on SCHEDULE 3.1. All of the issued and outstanding shares of capital stock set forth on SCHEDULE 3.1 have been validly issued and are fully paid and non-assessable. The Series C Preferred Stock has been duly and validly authorized for issuance by the Company pursuant to this Agreement, and when issued by the Company pursuant hereto, will be duly and validly issued, fully paid and non-assessable and will be free of any preemptive or similar rights. The Conversion Shares and Warrant Shares have been duly and validly authorized and reserved for issuance by the Company and, when issued by the Company upon conversion of, or in lieu of accrued dividends on, the Series C Preferred Stock, or on exercise of the Warrants, will be duly and validly issued, fully paid and non-assessable. Except as set forth on SCHEDULE 3.1 or in the Commission Filings there are no options, warrants, subscription, "call" or other similar rights to acquire the Common Stock that have been issued or granted to any person.

III.2. ORGANIZATION. Each of the Company and its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and each is duly qualified as a foreign corporation in all jurisdictions in which the failure to so qualify would have a material adverse effect on the business, properties, condition (financial or otherwise) or results of operations

of the Company and its subsidiaries taken as a whole or on the consummation of any of the transactions contemplated by this Agreement (a "Material Adverse Effect").

III.3. AUTHORIZED SHARES. The Company has duly and validly authorized and reserved for issuance shares of Common Stock sufficient in number for the conversion, of the shares of Series C Preferred Stock issued to the Purchaser hereunder (assuming for purposes of this Section 3.3 a Conversion Price (as defined in the Certificate of Designations) of $2.80) and the exercise of 45,500 Warrants. The Company understands and acknowledges the potentially dilutive effect to the Common Stock of the issuance of the Conversion Shares and Warrant Shares upon conversion of the Series C Preferred Stock and exercise of the Warrants. The Company further acknowledges that its obligation to issue Conversion Stock upon conversion of the Series C Preferred Stock and Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Certificate of Designations and the Warrants is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

III.4. AUTHORITY; VALIDITY AND ENFORCEABILITY. The Company has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby (including without limitation the filing of the Certificate of Designations, the issuance of the Series C Preferred Stock, the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares), has been duly authorized by all requisite corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company and (assuming the due authorization, execution and delivery by the other parties hereto) constitutes a valid and binding obligation of the Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

III.5. NON-CONTRAVENTION. The execution and delivery by the Company of this Agreement and the consummation by the Company of the transactions contemplated

hereby do not and will not conflict with or result in a breach by the Company of any of the terms or provisions of, or constitute a default (or an event which, with notice, lapse of time or both, would constitute a default), and there is not currently outstanding any uncured breach or default under (i) the certificate of incorporation or by-laws of the Company, or (ii) any indenture, mortgage, deed of trust or other material agreement or instrument to which the Company is a party or by which its properties or assets are bound, or any law, rule, regulation, decree, judgment or order of any court or public or governmental authority having jurisdiction over the Company or any of the Company's properties or assets, except as to (ii) above such conflict, breach or default which would not have a Material Adverse Effect.

III.6. ABSENCE OF CERTAIN CHANGES. Since December 31, 1997, except as disclosed in the Commission Filings there has not occurred any change, event or development in the business, financial condition, prospects or results of operations of the Company, and there has not existed any condition having or reasonably likely to have, a Material Adverse Effect.

III.7. ABSENCE OF LITIGATION. Except as disclosed in the Commission Filings, there is no action, suit, claim, proceeding, inquiry or investigation pending or, to the Company's knowledge, threatened, by or before any court or public or governmental authority, nor does the Company have knowledge of any facts or circumstances which would reasonably be likely to give rise to any such action, suit, claim, inquiry, proceeding or investigation, which, if determined adversely to the Company or any of its subsidiaries, would have a Material Adverse Effect.

III.8. FINANCIAL STATEMENTS; NO UNDISCLOSED LIABILITIES. Each of the financial statements included in the Commission Filings complied in all material respects with the rules and regulations of the Commission with respect thereto as in effect at the time of filing, have been prepared in accordance with United States General Accepted Accounting Principles ("GAAP") (subject, in the case of the interim financial statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents in all material respects the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated.

III.9. SECURITIES LAW MATTERS. Assuming the

accuracy of the representations and warranties of the Purchaser set forth in Article II hereof, the offer and sale by the Company of the Securities is exempt from the registration and prospectus delivery requirements of the Securities Act and the rules and regulations of the Commission thereunder. No form of general solicitation or advertising has been used or authorized by the Company or any of its officers, directors or Affiliates in connection with the offer or sale of the Series C Preferred Stock (and the Conversion Shares) as contemplated by this Agreement or any other agreement to which the Company is a party.

III.10. INTERNAL CONTROLS AND PROCEDURES. The Company maintains accurate books and records and internal accounting controls which provide reasonable assurance that (i) all transactions to which the Company is a party or by which its properties are bound are executed with management's authorization; (ii) the reported accountability of the Company's assets is compared with existing assets at regular intervals; (iii) access to the Company's assets is permitted only in accordance with management's authorization; and (iv) all transactions to which the Company is a party or by which its properties are bound are recorded as necessary to permit preparation of the financial statements of the Company in accordance with U.S. generally accepted accounting principles.

III.11. COMMISSION FILINGS. None of the Commission Filings contained at the time they were filed any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading.

III.12. ABSENCE OF CERTAIN CHANGES. Except as disclosed in the Commission Filings, since December 31, 1997 there has not occurred any change, event or development in the business, financial condition, prospects or results of operations of the Company or its subsidiaries, and there has not existed any condition having or reasonably likely to have, a Material Adverse Effect.

III.13. FILINGS, CONSENTS AND APPROVALS. The Company is not required to obtain any consent, authorization, or make any filing with, Federal, state, local or other governmental authority in connection with the issuance and sale of the Series C Preferred Stock and the Warrants, other than (i) the filing of the Certificate of Designations with the Secretary of State of Delaware, (ii) the filings required pursuant to Section 4.2, (iii) the filing of the Registration Statement with the Securities and Exchange Commission meeting the requirements set forth in

the Registration Rights Agreement, (iv) the application(s) to the American Stock Exchange for the listing of the Conversion Shares and Warrant Shares for trading on the American Stock Exchange (and with any other national securities exchange or market on which the Common Stock is then listed), and (v) in all other cases where the failure to obtain such consent, waiver, authorization or order, or to give such notice or make such filing or registration could not have or result in, individually or in the aggregate, a Material Adverse Effect.

III.14. COMPLIANCE WITH LAWS; PERMITS. The Company is in compliance with all laws, rules, regulations, codes, ordinances and statutes applicable to it or to the conduct of its respective businesses, except for such non-compliance which would not have a Material Adverse Effect. The Company possesses all permits, approvals, authorizations, licenses, certificates and consents from all public and governmental authorities which are necessary to conduct its business, except for those the absence of which would not have a Material Adverse Effect.

III.15. PATENTS AND TRADEMARKS. The Company has, or has the rights to use, all patents, patent applications, trademarks, trademark applications, licenses and rights which are necessary or material for use in connection with its business, except where the failure to have any such rights would not have a Material Adverse Effect.

ARTICLE IV.

CERTAIN COVENANTS AND ACKNOWLEDGMENTS.

IV.1. RESTRICTIVE LEGEND. The Purchaser acknowledges and agrees that, upon issuance pursuant to this Agreement, the Securities (and any shares of Common Stock issued in conversion of the Series C Preferred Stock, in lieu of dividends on the Series C Preferred Stock and on exercise of the Warrants) shall have endorsed thereon a legend in substantially the following form (and a stop-transfer order may be placed against transfer of the Series C Preferred Stock and the Conversion Shares):

"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE, AND ARE BEING OFFERED, SOLD OR OTHERWISE TRANSFERRED PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR SUCH OTHER LAWS IN RESPECT OF WHICH THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO SUCH EFFECT."

IV.2. FILINGS. The Company shall make all necessary SEC and "blue sky" filings required to be made by the Company in connection with the sale and issuance of the Securities to the Purchaser and, upon request, shall promptly provide a copy thereof to the Purchaser after such filing.

IV.3. USE OF PROCEEDS. The Company shall use the proceeds from the sale of the Securities (excluding amounts paid by the Company for legal fees in connection with such sale) for general corporate and working capital purposes.

IV.4. LISTING. The Company shall use its best efforts to maintain its listing of the Common Stock on the American Stock Exchange or such other principal national securities exchange on which the Common Stock may be then listed.

IV.5. RESERVED CONVERSION SHARES. The Company at all times from and after the date hereof shall have a sufficient number of shares of Common Stock duly and validly authorized and reserved for issuance to satisfy the conversion (pursuant to the Certificate of Designations), in full, of 1,300 Shares of Series C Preferred Stock issued to the Purchaser hereunder (assuming for purposes of this Section 4.5, a Conversion Price (as defined in the Certificate of Designations) of $2.80) and the exercise in full of all of the Warrants issued to the Purchaser hereunder.

IV.6. RIGHT OF FIRST REFUSAL. If, during the period ending 120 days after the Closing Date (the "Right of First Refusal Period"), the Company should propose (the "Proposal") to issue Common Stock or securities convertible into Common Stock (the "Right of First Refusal Securities") at a price less than the Current Market Price (as defined in the Certificate of Designations), the Company shall be obligated to offer the Purchaser an opportunity to purchase all, but not less than all, of the shares of Common Stock included in the Proposal on the terms set forth in the Proposal (the "Offer"), and the Purchaser shall have the right, but not the obligation, to accept such Offer on such terms. The Purchaser shall have ten (10) business days to accept or reject any such Offer following written notice to the Purchaser that the Company proposes to issue any Right of First Refusal Securities on the terms set forth in the Proposal, which shall accompany the notice. If the Purchaser shall fail to notify the Company in writing of its intention to exercise its Right of First Refusal within such time period, the Company may effect the sale of securities on substantially the terms set forth in the Proposal. Notwithstanding the foregoing, the Purchaser shall have no rights under this paragraph 4.6. in respect of Common Stock or any other securities of the Company issuable (i) upon the exercise or conversion of options, warrants or other rights to purchase securities of the Company outstanding as of the date hereof, (ii) to officers, directors or employees of the Company or any of its subsidiaries under any stock option or similar plan heretofore or hereafter adopted by the Company and approved by its stockholders.

IV.7. NO ISSUANCE OF SERIES C PREFERRED STOCK. As long as any shares of Series C Preferred Stock are outstanding the Company shall not issue any shares of Series C Preferred Stock to any person or entity other than (i) the Purchaser, (ii) David Knott or Knott Partners, L.P., or (iii) the purchasers party to the Securities Purchase Agreement dated as of January 7, 1999 entered into in connection with the issuance of the Series C Preferred

Stock, without the prior written consent of the Purchaser, which consent shall not be unreasonably withheld.

ARTICLE V.

TRANSFER AGENT INSTRUCTIONS.

V.1. The Company agrees that it will provide its transfer agent with customary stop transfer instructions to enable it to issue certificates, registered in the name of the Purchaser or its respective nominee(s), for the Conversion Shares or the Warrant Shares in such amounts as may be specified from time to time by the Purchaser to the Company upon conversion of the Series C Preferred Stock and the exercise of the Warrants, in all cases in accordance with the terms of the Certificate of Designations or the Warrants, as the case may be. Nothing contained in this Section 5.1. shall affect in any way any of the Purchaser's obligations to comply with all applicable securities laws upon resale of such Common Stock. If, at any time, the Purchaser provides the Company with an opinion of counsel reasonably satisfactory to the Company that registration of the resale by the Purchaser of such Common Stock is not required under the Securities Act and that the removal of restrictive legends is permitted under applicable law, the Company shall permit the transfer of such Common Stock and, promptly instruct the Company's transfer agent to issue one or more certificates for Common Stock without any restrictive legends endorsed thereon.

V.2. The Purchaser is permitted to (i) exercise its right to convert the Series C Preferred Stock in accordance with the terms of conversion set forth in the Certificate of Designations and (ii) exercise its right to purchase shares of Common Stock pursuant to exercise of the Warrants in accordance with the applicable terms of the Warrants.

ARTICLE VI.

CONDITIONS

VI.1. CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Series C Preferred Stock and the Warrants to the Purchaser at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing the Purchaser

with prior written notice thereof:

(i) The Purchaser shall have executed each of this Agreement and the Registration Rights Agreement and delivered the same to the Company.

(ii) The Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware.

(iii) The Purchaser shall have delivered to the Company the Purchase Price for the shares of Series C Preferred Stock being purchased by the Purchaser at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company.

(iv) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement or the Registration Rights Agreement.

(v) The accuracy in all material respects on the Closing Date of the representations and warranties of the Purchaser contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date).

VI.2. CONDITIONS TO THE PURCHASER'S OBLIGATION TO PURCHASE. The obligations of the Purchaser to purchase the Series C Preferred Stock and the Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Purchaser's sole benefit and may be waived by the Purchaser at any time in its sole discretion by providing the Company with prior written notice thereof:

(i) The Company shall have executed each of this Agreement and the Registration Rights Agreement, and delivered the same to the Purchaser.

(ii) The Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware, and a copy of the Certificate of Designations that has been certified by such Secretary of State shall have been delivered to the Purchaser.

(iii) No statute, rule, regulation, executive

order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement or the Registration Rights Agreement.

(v) The Company shall have executed and delivered to the Purchaser the Warrants and the stock certificates for the Series C Preferred Stock being purchased by the Purchaser at the Closing.

(vi) The accuracy in all material respects on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date).

ARTICLE VII.

SURVIVAL; INDEMNIFICATION.

VII.1. The representations, warranties and covenants made by each of the Company and the Purchaser in this Agreement shall survive for two
(2) years following the Closing. In the event of a breach or violation of any of such representations, warranties or covenants, the party to whom such representations, warranties or covenants have been made shall have all rights and remedies for such breach or violation available to it under the provisions of this Agreement or otherwise, whether at law or in equity, irrespective of any investigation made by or on behalf of such party on or prior to the Closing Date.

VII.2. The Company hereby agrees to indemnify and hold harmless the Purchaser, its Affiliates and its or their respective officers, directors, partners and members (collectively, the "Purchaser Indemnitees"), from and against any and all losses, claims, damages, judgments, penalties, liabilities and deficiencies (collectively, "Losses"), and agrees to reimburse the Purchaser Indemnitees for all out-of-pocket expenses (including the reasonable and documented fees and expenses of legal counsel), in each case promptly as incurred by the Purchaser Indemnitees and to the extent arising out of or in connection with:

(a) any misrepresentation, omission of fact or breach of any of the Company's representations or warranties contained in this Agreement, the annexes, schedules or exhibits hereto or any instrument,

agreement or certificate entered into or delivered by the Company pursuant to or in connection with this Agreement; or

(b) any failure by the Company to perform in any material respect any of its covenants, agreements, undertakings or obligations set forth in this Agreement, or any instrument, agreement or certificate entered into or delivered by the Company pursuant to or in connection with this Agreement.

The Company shall be liable to the Purchaser Indemnitee under this Section 7.2 only to the extent of, in the aggregate, the lesser of (i) the amount of any such loss, claim, damage or liability or (ii) the portion of the Purchase Price received by the Company from the Purchaser in connection with the purchase of the Series C Preferred Stock hereunder.

VII.3. The Purchaser hereby agrees to indemnify and hold harmless the Company, its Affiliates and its or their respective officers, directors, partners and members (collectively, the "Company Indemnitees"), from and against any and all Losses, and agrees to reimburse the Company Indemnitees for all out-of-pocket expenses (including the fees and expenses of legal counsel), in each case promptly as incurred by the Company Indemnitees, to the extent arising out of or in connection with:

(a) any misrepresentation, omission of fact, or breach of any of the Purchaser's representations or warranties contained in this Agreement, the annexes, schedules or exhibits hereto or any instrument, agreement or certificate entered into or delivered by the Purchaser pursuant to this Agreement; or

(b) any failure by the Purchaser to perform in any material respect any of its covenants, agreements, undertakings or obligations set forth in this Agreement or any instrument, certificate or agreement entered into or delivered by the Purchaser pursuant to this Agreement.

The Purchaser shall be liable to the Company Indemnitees under this Section 7.3 only to the extent of, in the aggregate, the lesser of (i) the amount of any such loss, claim, damage or liability or (ii) the portion of the Purchase Price received by the Company from the Purchaser in connection with the purchase of the Series C Preferred Stock hereunder.

VII.4. Promptly after receipt by either party

hereto seeking indemnification pursuant to this Article VII (an "Indemnified Party") of written notice of any investigation, claim, proceeding or other action in respect of which indemnification is being sought (each, a "Claim"), the Indemnified Party promptly shall notify the party against whom indemnification pursuant to this Article VI is being sought (the "Indemnifying Party") of the commencement thereof; but the omission to so notify the Indemnifying Party shall not relieve it from any liability that it otherwise may have to the Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with any Claim as to which both the Indemnifying Party and the Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, the Indemnified Party shall have the right to employ one separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of one such separate legal counsel to the Indemnified Party if (and only if): (x) the Indemnifying Party shall have agreed to pay such fees, out-of-pocket costs and expenses, (y) representation of the Indemnified Party and the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (z) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in clauses (x), (y) or (z) above, the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party. In no event shall the Indemnifying Party be liable for the fees and expenses of more than one firm of legal counsel for the Indemnified Party. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnified Party from all liabilities with respect to such Claim or judgment.

VII.5. In the event one party hereunder should have a claim for indemnification that does not involve a claim or demand being asserted by a third party, the Indemnified Party promptly shall deliver notice of such claim to the Indemnifying Party. If the Indemnified Party disputes the claim, such dispute shall be resolved by mutual agreement of the Indemnified Party and the Indemnifying Party or by binding arbitration conducted in accordance with the procedures and rules of the American Arbitration Association. Judgment upon any award rendered by any arbitrators may be entered in any court having competent jurisdiction thereof.

ARTICLE VIII.

GOVERNING LAW: MISCELLANEOUS.

This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York, without regard to the conflicts of law principles of such state. Each of the parties consents to the jurisdiction of the federal courts whose districts encompass any part of the City of New York or the state courts of the State of New York sitting in the City of New York in connection with any dispute arising under this Agreement and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENS, to the bringing of any such proceeding in such jurisdictions. A facsimile transmission to the Company of the Purchaser's signature on this Agreement, upon execution hereof by the Company and delivery to the Purchaser by facsimile transmission or otherwise, shall be legal and binding on the Company and the Purchaser. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement. Any provision of this Agreement may be waived only by an instrument in writing signed by the party against whom enforcement of the waiver is sought. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.

ARTICLE IX.

NOTICES.

Except as may be otherwise provided herein, any notice or other communication or delivery required or permitted hereunder shall be in writing and shall be delivered personally or sent by certified mail, postage prepaid, or by a nationally recognized overnight courier service, and shall be deemed given when so delivered personally or by overnight courier service, or, if mailed, three (3) days after the date of deposit in the United States mails, as follows:

(1) if to the Company, to:

COLUMBIA LABORATORIES, INC.
2875 Northeast 191 Street, Suite 400
Aventura, Florida 33180
Attention: David L. Weinberg

With a copy to:

WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, New York 10153
Attention: Stephen M. Besen, Esq. or
Michael Nissan, Esq.

(2) if to the Purchaser, at the most current address as provided by the Purchaser to the Company in accordance with the provisions of this Article IX, which address shall initially be the address set forth next to the Purchaser's name on the signature pages hereto.

The Company or the Purchaser may change its address for notice by providing notice pursuant to this Article IX.

ARTICLE X.

CONFIDENTIALITY.

The Company and the Purchaser agree to keep confidential and not to disclose to or use for the benefit of any third party the terms of this Agreement or any other information which at any time is communicated by the other party as being confidential without the prior written approval of the other party; provided, however, that this provision shall not apply to information which, at the time of disclosure, is already part of the public domain (except by breach of this Agreement) and information which is required to be disclosed by law (including, without limitation, pursuant to Item 10 of Rule 601 of Regulation S-K under the Securities Act and the Exchange Act) or by subpoena or order of any court or governmental agency.

ARTICLE XI.

ASSIGNMENT.

This Agreement shall not be assignable by either of the parties hereto prior to the Closing without the prior written consent of the other party, and any attempted assignment contrary to the provisions hereby shall be null and void.

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date first above written.

COLUMBIA LABORATORIES, INC.

Title:

WINDSOR PARTNERS, L.P.

Title:

Number of Shares of
Series C Preferred Stock
to be purchased by you -
400; Number of Warrants -
14,000; Aggregate Purchase
Price - $400,000.

Windsor Partners, L.P.
c/o TC Management
237 Park Avenue
Suite 800
New York, N.Y. 10017

Attn: Tony Campbell

(212) 808-3435

EXHIBIT 4.5

REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT, dated as of this 7th day of January, 1999 (the "Agreement"), by and among Columbia Laboratories, Inc., a Delaware Corporation, with principal executive offices located at 2875 Northeast 191 Street, Suite 400, Aventura, Florida 33180 (the "Company"), each of the holders named on the signature pages hereto (herein referred to individually as a "Holder" and collectively as the "Holders").

W I T N E S S E T H:

WHEREAS, upon the terms and subject to the conditions of the Securities Purchase Agreement dated as of the date hereof between the Company and each of the Holders (the "Securities Purchase Agreement"), the Company has agreed to issue and sell to the Holders (i) shares of Series C Convertible Preferred Stock (the "Series C Preferred Stock") which, upon the terms and subject to the conditions thereof, are convertible into shares of the common stock, $.01 par value, of the Company (the "Common Stock"), and (ii) warrants (the "Warrants") to purchase shares of Common Stock; and

WHEREAS, to induce the Holders to execute and deliver the Securities Purchase Agreement, the Company has agreed to provide with respect to the Common Stock issued or issuable in lieu of cash dividend payments on the Series C Preferred Stock, upon conversion of the Series C Preferred Stock and exercise of the Warrants certain registration rights with respect to the Securities Act.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties hereto, intending to be legally bound, hereby agree as follows:

1. DEFINITIONS.

(a) As used in this Agreement, the following terms shall have the meanings:

(i) "CERTIFICATE OF DESIGNATIONS" means the Certificate of Designations, Preferences and Rights of the Series C Convertible Preferred Stock.

(ii) "COMMISSION" means the Securities and Exchange Commission.

(iii) "EVENT" AND "EVENT DATE" have the meanings ascribed to such terms in Section 2(b) hereof.

(iv) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder, or any similar successor statute.

(v) "PERSON" means any individual, partnership, corporation, limited liability company, joint stock company, association, trust, unincorporated organization, or a government or agency or political subdivision thereof.

(vi) "PROSPECTUS" means the prospectus (including, without limitation, any preliminary prospectus and any final prospectus filed pursuant to Rule 424(b) under the Securities Act, including any prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance on Rule 430A under the Securities Act) included in the Registration Statement, as amended or supplemented by any prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by the Registration Statement and by all other amendments and supplements to such prospectus, including all material incorporated by reference in such prospectus and all documents filed after the date of such prospectus by the Company under the Exchange Act and incorporated by reference therein.

(vii) "REGISTRABLE SECURITIES" means the Common Stock and other securities issued or issuable (i) in lieu of cash dividend payments on the Series C Preferred Stock, (ii) upon conversion of the Series C Preferred Stock or (iii) upon exercise of the Warrants; PROVIDED, HOWEVER, a share of Common Stock shall cease to be a Registrable Security for purposes of this Agreement when it no longer is a Restricted Security.

(viii) "REGISTRATION STATEMENT" means a registration statement of the Company filed on an appropriate form under the Securities Act providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all of the Registrable Securities pursuant to Rule 415 under the Securities Act, including the Prospectus contained therein and forming a part thereof, any amendments to such registration statement and supplements to such Prospectus, and all exhibits and other material incorporated by reference in such registration statement and Prospectus.

(ix) "RESTRICTED SECURITY" means any share of

Common Stock or other security issued or issuable in lieu of cash dividend payments on the Series C Preferred Stock upon conversion of the Series C Preferred Stock or exercise of the Warrants except any such share that (i) has been registered pursuant to an effective registration statement under the Securities Act and sold in a manner contemplated by the Prospectus included in the Registration Statement,
(ii) has been transferred in compliance with the resale provisions of Rule 144 under the Securities Act (or any successor provision thereto) or is transferable by the holder thereof pursuant to paragraph (k) of Rule 144 under the Securities Act (or any successor provision thereto), or (iii) otherwise has been transferred and a new share of Common Stock not subject to transfer restrictions under the Securities Act has been delivered by or on behalf of the Company.

(x) "SECURITIES ACT" means the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder, or any similar successor statute.

(b) All capitalized terms used and not defined herein have the respective meaning assigned to them in the Securities Purchase Agreement.

2. REGISTRATION.

(A) FILING AND EFFECTIVENESS OF REGISTRATION STATEMENT. The Company shall prepare and file with the Commission, not later than March 31, 1999, a Registration Statement on Form S-3 (or if the Company is not then eligible to register for resale the Registrable Securities on Form S-3 such registration shall be on another appropriate Form in accordance herewith) relating to the offer and sale of the Registrable Securities and shall use its reasonable best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable, but not later than May 31, 1999, and shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act until the date which is five years after the date that such Registration Statement is declared effective by the Commission (subject to the suspension periods described in Section 3(a) hereof) or such shorter period that will terminate when all the Registrable Securities covered by the Registration Statement have been sold pursuant thereto in accordance with the plan of distribution provided in the Prospectus, transferred pursuant to Rule 144 under the Securities Act or otherwise transferred in a manner that results in the delivery of new securities not subject to transfer restrictions under the Securities Act (the "Registration Period"). Notwithstanding the foregoing, the Company shall have no obligation to prepare and file a Registration Statement pursuant to this Agreement if the Series C Preferred Stock has

been redeemed in full pursuant to Section 6.5 or 6.6 of the Certificate of Designations.

(B) REGISTRATION DEFAULT. If (i) the Registration Statement covering the Registrable Securities required to be filed by the Company pursuant to
Section 2(a) hereof is not filed with the Commission by the March 31, 1999, or
(ii) the Registration Statement is not declared effective by the Commission by May 31, 1999, or (iii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 promulgated under the Securities Exchange Act of 1934, as amended, or Rule 461 promulgated under the Securities Act, as amended, within five (5) days of the date that the Company is notified in writing by the Commission that the Registration Statement will not be "reviewed," or not subject to further review or comment, or (iv) such Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Registration Period (as defined in Section 3(a) below), without being succeeded within thirty (30) days by a subsequent Registration Statement filed with and declared effective by the Commission, or
(v) trading in the Common Stock shall be suspended from the AMEX or the principal national securities exchange on which the Common Stock is then listed for more than three (3) consecutive Business Days, or (vi) the conversion rights of the Holders are suspended for any reason or (vii) an amendment to the Registration Statement is not filed by the Company with the Commission within ten (10) days of the Commission's notifying the Company that such amendment is required in order for the Registration Statement to be declared effective (any such failure or breach being referred to as an "EVENT," and for purposes of clauses (i), (ii), (vi) the date on which such Event occurs, or for purposes of clause (iii) the date on which such five (5) day period is exceeded, or for purposes of clause (iv) the date which such 30 day-period is exceeded, for purposes of clause (v) the date on which such three (3) Business Day-period is exceeded or for purposes of clause (vii) the date which such 10 day-period is exceeded being referred to as "EVENT DATE"), then the Company shall pay to the Holders an amount equal to 2% of the purchase price per share of Series C Preferred Stock (as defined in the Securities Purchase Agreement) on the first of each monthly anniversary of the Event Date until such time as the applicable Event is cured or the Company has redeemed the Series C Preferred Stock in accordance with Section 6.5 of the Certificate of Designations.

3. OBLIGATIONS OF THE COMPANY. If and when the Company is required by the provisions of this Agreement to use its reasonable best efforts to effect the registration of the Registrable Securities, the Company shall:

(a) Prepare and file with the Commission such

amendments (including post-effective amendments) to the Registration Statement and supplements to the Prospectus as may be necessary to keep the Registration Statement effective and in compliance with the provisions of the Securities Act applicable thereto so as to permit the Prospectus forming part thereof to be current and useable by the Holders for resales of the Registrable Securities during the Registration Period. Notwithstanding the foregoing provisions of this
Section 3(a), the Company may, during the Registration Period, suspend the sale by the Holders of their Registrable Securities pursuant to the Registration Statement for a reasonable period not to exceed ninety (90) days upon (1) the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose, in which case suspension shall be limited to sales in such jurisdiction, (2) the occurrence of any event that makes any statement made in the Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to the Registration Statement, Prospectus or other documents so that, in the case of the Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (3) the good faith determination of the Board of Directors of the Company that because of valid business reasons, including pending mergers or other business combination transactions, the planned acquisition or divestiture of assets, pending material corporate developments and similar events which the Company has a bona fide business purpose for preserving as confidential, it is in the best interests of the Company to suspend such use, and prior to or contemporaneously with suspending such use, the Company provides the Holders with written notice of such suspension, which notice need not specify the nature of the event giving rise to such suspension. At the end of any such suspension period, the Company shall provide the Holders with written notice of the termination of such suspension. Each Holder agrees that it will not sell Registrable Securities pursuant to the Registration Statement during any suspension period and the Company agrees to cause each such suspension period to end as soon as reasonably practicable.

(b) Furnish to each Holder whose Registrable Securities are included in the Registration Statement and its legal counsel identified to the Company such number of copies of the Prospectus (including any preliminary Prospectus), and all amendments and supplements thereto as such Holder may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Holder.

(c) Use its reasonable best efforts to register or qualify the Registrable Securities covered by the Registration Statement under such securities or "blue sky" laws of such jurisdictions as Holders who hold a majority-in-interest of the Registrable Securities being offered reasonably request in order to facilitate the disposition of the Registrable Securities by the Holders; PROVIDED, HOWEVER, that the Company shall not be required in connection therewith or as a condition thereto to (1) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(c), (z) subject itself to general taxation in any such jurisdiction or (3) file a general consent to service of process in any such jurisdiction.

(d) Use its reasonable best efforts to cause all the Registrable Securities covered by the Registration Statement to be listed on the principal national securities exchange, and included in an inter-dealer quotation system of a registered national securities association, on or in which securities of the same class or series issued by the Company are then listed or included.

(e) Maintain a transfer agent and registrar, which may be a single entity, for the Registrable Securities not later than the effective date of the Registration Statement.

(f) Take all reasonable actions as the Holders may reasonably request necessary to expedite or facilitate the disposition by the Holders of their Registrable Securities.

(g) (i) Make reasonably available for inspection by the Holders participating in any disposition pursuant to the Registration Statement, and any attorney or accountant retained by such Holders, all relevant financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries, and (ii) cause the Company's officers, directors and employees to supply all information reasonably requested by such Holders or any such attorney or accountant in connection with the Registration Statement, in each case, as is customary for similar due diligence examinations; PROVIDED, HOWEVER, that all records, information and documents that are designated in writing by the Company, in good faith, as confidential, proprietary or containing any material non-public information shall be kept confidential by such Holders and any such attorney or accountant (pursuant to an appropriate confidentiality agreement in the case of any such holder), unless such disclosure is made pursuant to judicial process in a court proceeding (after first giving the Company an opportunity promptly to seek a protective order or otherwise limit the scope of the information sought to be disclosed) or is required by law, or such records, information or documents become available to the public generally or

through a third party not in violation of an accompanying obligation of confidentiality; and PROVIDED FURTHER that, if the foregoing inspection and information gathering would otherwise disrupt the Company's conduct of its business, such inspection and information gathering shall, to the maximum extent possible, be coordinated on behalf of the Holders and the other parties entitled thereto by one firm of counsel designed by and on behalf of the majority in interest of Holders and other parties.

(h) Promptly notify the Holders (i) when a Prospectus or any Prospectus supplement or post-effective amendment has been filed and, with respect to a Registration Statement or any post-effective amendment, when the same has become effective, (ii) of any request by the Commission or any state securities authority for amendments and supplements to a Registration Statement and Prospectus or for additional information after the Registration Statement has become effective, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of a Registration Statement or the initiation or threatening of any proceedings for that purpose, (iv) of the issuance by any state securities commission or other regulatory authority of any order suspending the qualification or exemption from qualification of any of the Registrable Securities under state securities or "blue sky" laws or the initiation of any proceedings for that purpose, (v) if, between the effective date of a Registration Statement and the closing of any sale of Registrable Securities covered thereby, the representations and warranties of the Company contained in any securities sales agreement or other similar agreement, if any, relating to the offering cease to be true and correct in all material respects, and (vi) of the happening of any event which makes any statement made in a Registration Statement or related Prospectus untrue or which requires the making of any changes in such Registration Statement or Prospectus so that they will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. As promptly as possible following expiration of any suspension period, the Company shall prepare and file with the Commission and furnish a supplement or amendment to such Prospectus so that, as thereafter deliverable to the purchasers of such Registerable Securities, such Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(i) Make generally available to the Holders an earnings statement satisfying the provisions of Section 11(a) of the Securities Act no later than 45 days after the end of the 12-month period beginning with the first day of the

Company's first fiscal quarter commencing after the effective date of a Registration Statement, which earnings statement shall cover said 12-month period, and which requirement will be deemed to be satisfied if the Company timely files complete and accurate information on forms 10-Q, 10-K and 8-K under the Exchange Act and otherwise complies with Rule 158 under the Securities Act.

(j) Promptly use its reasonable best efforts to prevent the issuance of or, if issued, obtain the withdrawal of any order suspending the effectiveness of a Registration Statement, and if one is issued use commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement at the earliest possible moment.

(k) Permit counsel for the Holders to review the Registration Statement and all amendments and supplements thereto for a reasonable period of time prior to their filing with the Commission, and shall not file any document in a form to which such counsel reasonably objects.

(l) Cooperate with the Holders in a reasonable manner to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing Registrable Securities to be sold pursuant to the registration statement and enable such certificates to be in such denominations or amounts, as the case may be, and registered in such names as the Holders may reasonably request.

4. OBLIGATIONS OF THE HOLDERS. In connection with the registration of the Registrable Securities, the Holders shall have the following obligations:

(a) It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request in order to assure compliance with the Securities Act and the Exchange Act. At least ten (10) business days prior to the first anticipated filing date of the Registration Statement, the Company shall notify each Holder of the information the Company requires from each such Holder (the "Requested Information") if such Holder elects to have any of its Registrable Securities included in the Registration Statement. If at least three (3) business days prior to the anticipated filing date the Company has not

received the Requested Information from an Holder (a "Non-Responsive Holder"), then the Company may file the Registration Statement without including Registrable Securities of such Non-Responsive Holder and have no further obligations to the Non-Responsive Holder.

(b) Each Holder by its acceptance of the Registrable Securities agrees to cooperate with the Company in connection with the preparation and filing of the Registration Statement hereunder, unless such Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from the Registration Statement.

(c) Each Holder agrees that, to the extent limited thereby, it will not effect sales of the Registrable Securities during any suspension period as described in Section 3(a) hereof until such Holder receives notice from the Company that the suspension period has ended and, if so directed by the Company, such Holder shall deliver to the Company or destroy (and deliver to the Company a certificate of destruction) all copies in such Holder's possession, of the Prospectus covering such Registrable Securities current at the time of receipt of notice of such suspension.

(d) The failure of any Holder to comply with the provisions of this Section 4 shall not relieve the Company of its obligations to the other Holders under this Agreement with respect to the registration of such other Holders' Registrable Securities in accordance with the terms hereof, except where the failure of any Holder to so comply will materially interfere with the ability of the Company to timely perform its obligations hereunder to the other Holders.

5. EXPENSES OF REGISTRATION. All expenses, other than underwriting discounts and commissions, if any, incurred in connection with registrations, filings or qualifications pursuant to Section 3 shall be borne by the Company; PROVIDED, that the Holders shall bear their own attorney's fees and expenses and all underwriting accounts and commissions applicable to their Registrable Securities.

6. INDEMNIFICATION AND CONTRIBUTION.

(a) INDEMNIFICATION BY THE COMPANY. If the Registrable Securities are registered under the Securities Act pursuant to Section 3 hereof, the Company shall indemnify and hold harmless each Holder who sold Registrable Securities pursuant to such registration its officers, directors, partners and trustees, and each person who controls a Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a "Holder Indemnitee") from and against any losses, claims, damages or

liabilities to which such Holder Indemnitee may become subject under the Securities Act, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or any amendment thereto or an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, not misleading, or arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Prospectus (as the same may have been amended or supplemented) or an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and the Company hereby agrees to reimburse such Holder Indemnitee for all reasonable legal and other expenses incurred by them in connection with investigating or defending any such action or claim as and when such expenses are incurred; PROVIDED, HOWEVER, that the Company shall not be liable to any such Holder Indemnitee in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon (i) an untrue statement or alleged untrue statement made in, or an omission or alleged omission from, such Registration Statement or Prospectus in reliance upon and in conformity with written information furnished to the Company by such Holder Indemnitee expressly for use therein or (ii) the use by the Indemnified Holder of an outdated or defective Prospectus after the Company has provided to such Holder Indemnitee an updated Prospectus correcting the untrue statement or alleged untrue statement or omission or alleged omission giving rise to such loss, claim, damage or liability.

(b) INDEMNIFICATION BY THE HOLDERS. If any Registrable Securities are registered under the Securities Act pursuant to Section 3 hereof each Holder agrees to (i) indemnify and hold harmless the Company, its directors (including any person who, with his or her consent, is named in the Registration Statement as a director nominee of the Company), its officers who sign any Registration Statement and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities to which the Company or such other persons may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such Registration Statement or an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Prospectus or an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the

circumstances under which they were made, not misleading in each case to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such holder expressly for use therein, and (ii) reimburse the Company for any legal or other expenses incurred by the Company in connection with investigating or defending any such action or claim as such expenses are incurred; PROVIDED, HOWEVER, that a Holder shall be liable to the Company under this Section 6(b) only to the extent of, in the aggregate, the lesser of (i) the amount of any such loss, claim, damage or liability or
(ii) the net proceeds actually received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

(c) NOTICE OF CLAIMS, ETC. Promptly after receipt by a party seeking indemnification pursuant to this Section 6 (an "Indemnified Party") of written notice of any investigation, claim, proceeding or other action in respect of which indemnification is being sought (each, a "Claim"), the Indemnified Party promptly shall notify the party against whom indemnification pursuant to this Section 6 is being sought (the "Indemnifying Party") of the commencement thereof; but the omission to so notify the Indemnifying Party shall not relieve it from any liability that it otherwise may have to the Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with any Claim as to which both the Indemnifying Party and the Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (x) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (y) representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (z) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim; PROVIDED, HOWEVER, in no event shall the Indemnifying Party be required to pay the fees and expenses of more than one separate firm for all Indemnified Parties. If the Indemnified Party employs

separate legal counsel in circumstances other than as described in clauses (x),
(y) or (z) above, the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party. The Indemnifying Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment.

(d) CONTRIBUTION. If the indemnification provided for in this
Section 6 is unavailable to or insufficient to hold harmless an Indemnified Person under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein because such indemnification is held by a court of competent jurisdiction to be unenforceable, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and the Indemnified Party in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations, subject, however, to the limitations on the liability of the Holders contained in subsection (b) above. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such Indemnifying Party or by such Indemnified Party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 6(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 6(d). The amount paid or payable by an Indemnified Party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

7. RULE 144. The Company covenants to file all reports required to make publicly available, and available to the Holders, at all times during the Registration Period such

information as is necessary to enable the Holders to make sales of Registrable Securities pursuant to Rule 144 of the Commission under the Securities Act, or any successor to such rule. Upon request of a Holder, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

8. ADDITIONAL HOLDERS. If any of David M. Knott, Knott Partners, L.P. or Windsor Partners, L.P. shall within thirty (30) days after the date hereof enter into a Securities Purchase Agreement with the Company to purchase shares of Series C Preferred Stock, such entity shall, upon execution of a counterpart of this Agreement and without the consent of any other Holder, be entitled to all rights and privileges under this Agreement (including rights to have the Company register Registrable Securities pursuant to this Agreement), as if such entity was a Holder originally named on the signature pages thereof.

9. ASSIGNMENT. The rights to have the Company register Registrable Securities pursuant to this Agreement may be assigned by the Holders to any permitted transferee of all or any portion of the Registrable Securities (or all or any portion of any Series C Preferred Stock of the Company or any Warrant to purchase the Registrable Securities) of Registrable Securities only if: (a) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (b) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (i) the name and address of such transferee or assignee and (ii) the securities with respect to which such registration rights are being transferred or assigned, (c) immediately following such transfer or assignment, the securities so transferred or assigned to the transferee or assignee constitute Restricted Securities, and
(d) at or before the time the Company received the written notice contemplated by clause (b) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein.

10. AMENDMENT AND WAIVER. Any provision of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and Holders who hold a majority-in-interest of the Registrable Securities. Any amendment or waiver effected in accordance with this Section 10 shall be binding upon each Holder and the Company; PROVIDED, HOWEVER, that no amendment or waiver shall be effective as to any Holder whose rights hereunder may be adversely affected thereby without such Holder's express written consent.

11. MISCELLANEOUS.

(a) A person or entity shall be deemed to be a holder of Registrable Securities whenever such person or entity owns of record such Registrable Securities. If the Company receives conflicting instructions, notices or elections from two or more persons or entities with respect to the same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from the registered owner of such Registrable Securities.

(b) Except as may be otherwise provided herein, any notice or other communication or delivery required or permitted hereunder shall be in writing and shall be delivered personally or sent by certified mail, postage prepaid, or by a nationally recognized overnight courier service, and shall be deemed given when so delivered personally or by overnight courier service, or, if mailed, three (3) days after the date of deposit in the United States mails, as follows:

(1) if to the Company, to:

COLUMBIA LABORATORIES, INC.
2875 Northeast 191 Street, Suite 400
Aventura, Florida 33180
Attention: David L. Weinberg

With a copy to:

WEIL, GOTSHAL & MANGES LLP

767 Fifth Avenue
New York, New York 10153
Attention: Stephen M. Besen, Esq. or
Michael Nissan, Esq.

(2) if to any Holder, at the most current address as such Holder shall have provided in writing to the Company in accordance with the provisions of this Section 10, which address shall initially be the address set forth next to such Holder's name on the signature page to the Securities Purchase Agreement signed by such Holder.

(c) This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York. Each of the parties consents to the jurisdiction of the federal courts whose districts encompass any part of the City of New York or the state courts of the State of New York sitting in the City of New York in connection with any dispute arising under this Agreement and hereby waives, to the maximum extent permitted by law, any objection including any objection based ON FORUM NON CONVENIENS, to the bringing of any such proceeding in such jurisdictions.

(d) The remedies provided in this Agreement are cumulative and not exclusive of any remedies provided by law. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provision, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

(e) This Agreement, the Securities Purchase Agreement, the Certificate of Designations and the Warrants constitute the entire agreement among the parties hereto with respect to the subject matter hereof. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein. This Agreement, the Securities Purchase Agreement, the Certificate of Designations and the Warrants supersede all prior agreements and undertakings among the parties hereto with respect to the subject matter hereof.

(f) Subject to the requirements of Section 8 hereof, this Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto.

(g) All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require.

(h) The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning thereof.

(i) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the date first above written.

COLUMBIA LABORATORIES, INC.

ACHIEVE FUND, L.P.

Title:

VMR LUXEMBURG SA

Title:

Title:

NARRAGANSETT CAPITAL
PARTNERS, LP

Title:

DERWENT LIMITED

Title:

JUPITER PARTNERS

Title:

George Voelker

KNOTT PARTNERS, L.P.

Title:

WINDSOR PARTNERS, L.P.

EXHIBIT 4.6

[FORM OF WARRANT]

THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH
ACT, THE RULES AND REGULATIONS THEREUNDER OR THE PROVISIONS
OF THIS WARRANT.

No. of Shares of Common Stock: ________

Warrant No. __

WARRANT

To Purchase Common Stock of

Columbia Laboratories, Inc.

THIS IS TO CERTIFY THAT _________________________________, or registered assigns, is entitled, at any time from the Closing Date (as hereinafter defined) to the Expiration Date (as hereinafter defined), to purchase from Columbia Laboratories, Inc., a Delaware corporation (the "Company"), _____________ shares of Common Stock (as hereinafter defined and subject to adjustment as provided herein), in whole or in part, including fractional parts, at a purchase price equal to $3.50 per share, all on the terms and conditions and pursuant to the provisions hereinafter set forth.

1. DEFINITIONS

As used in this Warrant, the following terms have the respective meanings set forth below:

"Additional Shares of Common Stock" shall mean all shares of Common Stock issued by the Company after the Closing Date, other than Warrant Stock.

"Business Day" shall mean any day that is not a Saturday or Sunday or a day on which banks are required or permitted to be closed in the State of New York.

"Closing Date" means January 27, 1999.

"Commission" shall mean the Securities and Exchange Commission or any other federal agency then

administering the Securities Act and other federal securities laws.

"Common Stock" shall mean (except where the context otherwise indicates) the Common Stock, $.01 par value, of the Company as constituted on the Closing Date, and any capital stock into which such Common Stock may thereafter be changed, and shall also include (i) capital stock of the Company of any other class (regardless of how denominated) issued to the holders of shares of Common Stock upon any reclassification thereof which is also not preferred as to dividends or assets over any other class of stock of the Company and which is not subject to redemption and (ii) shares of common stock of any successor or acquiring corporation received by or distributed to the holders of Common Stock of the Company in the circumstances contemplated by Section 4.3.

"Current Market Price" on any date of determination means the closing price of a share of Common Stock on such day as reported on the American Stock Exchange, or if the Common Stock is not listed or admitted to trading on the American Stock Exchange, on such other principal national securities exchange or quotation system on which the Common Stock is then listed or quoted, or, if not listed or quoted or admitted to trading on any national securities exchange or quotation system, the closing bid price of such security on the over-the-counter market on the day in question as reported by the National Quotation Bureau Incorporated, or a similar generally accepted reporting service, or if not so available, in such manner as furnished by any Nasdaq member firm of the National Association of Securities Dealers, Inc. selected from time to time by the Board of Directors of the Company for that purpose, or, if not so available, a price determined in good faith by the Board of Directors of the Company as being equal to the fair market value thereof.

"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, or any successor federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect from time to time.

"Exercise Price" shall mean $3.50 per share of Common Stock.

"Expiration Date" shall mean January 27, 2004.

"Holder" shall mean the Person in whose name the Warrant or Warrant Stock set forth herein is registered on

the books of the Company maintained for such purpose.

"Person" shall mean any individual, sole proprietorship, partnership, joint venture, trust, incorporated organization, association, corporation, institution, public benefit corporation, entity or government (whether federal, state, county, city, municipal or otherwise, including, without limitation, any instrumentality, division, agency, body or department thereof).

"Registration Rights Agreement" shall mean the Registration Rights Agreement, dated as of January 7, 1999, by and between the Company and the holders named on the signature pages thereto, as it may be amended from time to time.

"Restricted Common Stock" shall mean shares of Common Stock which are, or which upon their issuance on the exercise of this Warrant would be, evidenced by a certificate bearing the restrictive legend set forth in
Section 7.1(a).

"Securities Act" shall mean the Securities Act of 1933, as amended, or any successor federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.

"Transfer" shall mean any disposition of any Warrant or Warrant Stock or of any interest in either thereof, which would constitute a sale thereof within the meaning of the Securities Act.

"Transfer Notice" shall have the meaning set forth in
Section 7.2.

"Warrant Price" shall mean, in respect of a share of Common Stock at any date herein specified, the price at which a share of Common Stock may be purchased pursuant to this Warrant on such date; unless and until adjusted pursuant to Section 4, the Warrant Price shall equal the Exercise Price.

"Warrant Stock" shall mean the shares of Common Stock purchased by the holders of the Warrants upon the exercise thereof.

"Warrants" shall mean this Warrant and all warrants issued upon transfer, division or combination of, or in substitution for, any thereof. All Warrants shall at all times be identical as to terms and conditions and date, except as to the number of shares of Common Stock for which they may be exercised.

2. EXERCISE OF WARRANT

2.1. MANNER OF EXERCISE. From and after the Closing Date and until 5:00 P.M., New York time, on the Expiration Date, Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunder.

In order to exercise this Warrant, in whole or in part, Holder shall deliver to the Company at its principal office at 2875 Northeast 191 Street, Suite 400, Aventura, Florida 33180 (i) a written notice of Holder's election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchased, (ii) payment of the Warrant Price in cash or by wire transfer or cashier's check drawn on a United States bank and
(iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by Holder or its agent or attorney. Upon receipt of the items referred to in clauses (i), (ii) and (iii) above, the Company shall, as promptly as practicable, execute or cause to be executed and deliver or cause to be delivered to Holder a certificate or certificates representing the aggregate number of full shares of Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as Holder shall request in the notice and shall be registered in the name of Holder or, subject to Section 7 hereof, such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the notice, together with the cash or check or checks and this Warrant, is received by the Company as described above and all taxes required to be paid by Holder, if any, pursuant to Section 2.2 prior to the issuance of such shares have been paid. If this Warrant shall have been

exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stock, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of Holder, appropriate notation may be made on this Warrant and the same returned to Holder. Notwithstanding any provision herein to the contrary, the Company shall not be required to register shares in the name of any Person who acquired this Warrant (or part hereof) or any Warrant Stock otherwise than in accordance with this Warrant.

At any time prior to the Expiration Date, Holder may, at its option, exchange this Warrant, in whole or in part (a "Cashless Exchange"), into the number of shares of Warrant Stock determined in accordance with this Section 2.1, by surrendering this Warrant at the principal office of the Company or at the office of its stock transfer agent, accompanied by a notice stating such Holder's intent to effect such exchange, the number of shares of Warrant Stock to be exchanged and the date on which a Holder requests that such Cashless Exchange occur (the "Notice of Exchange"). The Cashless Exchange shall take place on the date specified in the Notice of Exchange or, if later, the date the Notice of Exchange is received by the Company or its stock transfer agent (the "Exchange Date"). Upon any such exchange, the amount paid for this Warrant shall be deemed to constitute payment of the par value of the Warrant Shares so issued in exchange. Certificates for the shares of Common Stock issuable upon such Cashless Exchange and, if applicable, a new warrant of like tenor evidencing the balance of the shares of Common Stock remaining subject to this Warrant, shall be issued as of the Exchange Date and delivered to the Holder as promptly as practicable following the Exchange Date. In connection with any Cashless Exchange, this Warrant shall represent the right to subscribe for and acquire the number of shares of Warrant Stock (rounded to the next highest integer) equal to (i) the number of shares of Warrant Stock specified by Holder in its Notice of Exchange (the "Total Number") less (ii) the number of shares of Warrant Stock equal to the quotient obtained by dividing (A) the product of the Total Number and the existing Exercise Price by (B) the Current Market Price on the Exchange Date.

2.2. PAYMENT OF TAXES AND CHARGES. All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued, fully

paid and nonassessable, freely tradeable and without any preemptive rights. The Company shall pay all documentary stamp taxes and other governmental charges attributable to the issuance of the Warrant Stock, unless such tax or charge is imposed by law upon Holder, in which case such taxes or charges shall be paid by Holder. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for shares of Common Stock issuable upon exercise of this Warrant in any name other than that of Holder, and in such case the Company shall not be required to issue or deliver any stock certificate until such tax or other charge has been paid or it has been established to the satisfaction of the Company that no such tax or other charge is due. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Stock upon exercise hereof.

2.3. FRACTIONAL SHARES. The Company shall not be required to issue a fractional share of Common Stock upon exercise of any Warrant. As to any fraction of a share which Holder would otherwise be entitled to purchase upon such exercise, the Company shall pay a cash adjustment in respect of such final fraction in an amount equal to the same fraction of the Current Market Price per share of Common Stock on the Closing Date.

3. TRANSFER, DIVISION AND COMBINATION

3.1. TRANSFER. Subject in all respects to compliance with
Section 7, transfer of this Warrant and all rights hereunder, in whole or in part, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company pursuant to Section 10.1, together with a written assignment of this Warrant substantially in the form of Exhibit B hereto duly executed by Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall, subject to Section 7, execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned in compliance

with Section 7, may be exercised by a new Holder for the purchase of shares of Common Stock without having a new Warrant issued.

3.2. DIVISION AND COMBINATION. Subject to Section 7, this Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office or agency of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by Holder or its agent or attorney. Subject to compliance with Section 3.1 and with Section 7, as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice.

3.3. MAINTENANCE OF BOOKS. The Company agrees to maintain, at its aforesaid office or agency, books for the registration and the registration of transfer of the Warrants.

4. ADJUSTMENTS

The number of shares of Common Stock for which this Warrant is exercisable, or the price at which such shares may be purchased upon exercise of this Warrant, shall be subject to adjustment from time to time as set forth in this Section 4. The Company shall give Holder notice of any event described below which requires an adjustment pursuant to this Section 4 at the time of such event.

4.1. STOCK DIVIDENDS, SUBDIVISIONS AND COMBINATIONS. If at any time the Company shall:

(a) declare a dividend payable in, or make a distribution of, Additional Shares of Common Stock,

(b) subdivide its outstanding shares of Common Stock into a larger number of shares of Common Stock, or

(c) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock,

then (i) the number of shares of Common Stock for which this Warrant is exercisable immediately after the occurrence of any such event shall be adjusted to equal the number of shares of Common Stock which a record holder of the same

number of shares of Common Stock for which this Warrant is exercisable immediately prior to the occurrence of such event would own or be entitled to receive after the happening of such event, and (ii) the Warrant Price shall be adjusted to equal the price determined by multiplying the Warrant Price by a fraction the denomination of which shall be the number of shares of Common Stock outstanding immediately after giving effect to such action, and numerator of which shall be the number of shares outstanding immediately prior to such action. Any adjustment made pursuant to the Section 4.1 shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision or combination.

4.2. PROVISIONS APPLICABLE TO ADJUSTMENTS UNDER THIS SECTION. The following provisions shall be applicable to the making of adjustments of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price provided for in this Section 4:

(a) WHEN ADJUSTMENTS TO BE MADE. The adjustments required by this Section 4 shall be made whenever and as often as any specified event requiring an adjustment shall occur. For the purpose of any adjustment, any specified event shall be deemed to have occurred at the close of business on the date of its occurrence.

(b) FRACTIONAL INTERESTS. In computing adjustments under this
Section 4, fractional interests in Common Stock shall be taken into account to the nearest 1/10th of a share.

(c) WHEN ADJUSTMENT NOT REQUIRED. If the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or distribution or subscription or purchase rights and shall, thereafter and before the distribution to stockholders thereof, legally abandon its plan to pay or deliver such dividend, distribution, subscription or purchase rights, then thereafter no adjustment shall be required by reason of the taking of such record and any such adjustment previously made in respect thereof shall be rescinded and annulled.

4.3. RECLASSIFICATION, MERGER, CONSOLIDATION OR DISPOSITION OF ASSETS. In case of any reclassification of the Common Stock, any consolidation or merger of the Company

with or into another person, the sale or transfer of all or substantially all of the assets of the Company or any compulsory share exchange pursuant to which the Common Stock is converted into other securities, case or property, then the Holder shall have the right thereafter to exercise this Warrant only into the shares of stock and other securities and property receivable upon or deemed to be held by holders of Common Stock following such reclassification, consolidation, merger, sales, transfer or share exchange, and the Holder shall be entitled upon such event to receive such amount of securities or property equal to the amount of Warrant Stock such Holder would have been entitled to had such Holder exercised this Warrant immediately prior to such reclassification, consolidation, merger, sales, transfer or share exchange.

4.4. OTHER ACTION AFFECTING COMMON STOCK. In case at any time or from time to time the Company shall take any action in respect of its Common Stock, other than any action described in this Section 4, which would have a materially adverse effect upon the rights of the Holder, the number of shares of Common Stock and/or the purchase price thereof shall be adjusted in such manner as may be equitable in the circumstances, as determined in good faith by the Board of Directors of the Company.

5. NOTICES TO HOLDER

5.1. NOTICE OF ADJUSTMENTS. Whenever the number of shares of Common Stock for which this Warrant is exercisable, or whenever the price at which a share of such Common Stock may be purchased upon exercise of the Warrants, shall be adjusted pursuant to Section 4, the Company shall give notice to the Holder of the adjusted Warrant Price and adjusted number of shares of Warrant Stock and, if requested, information describing the transactions giving rise to such adjustments. Each such written notice shall be sufficiently given if addressed to Holder at the last address of Holder appearing on the books of the Company and delivered in accordance with Section 10.1.

5.2. NOTICE OF CORPORATE ACTION. If at any time

(a) the Company shall pay a dividend or make any distribution of its Common Stock, or

(b) there shall be any capital, any reclassification or recapitalization of the capital stock of the Company or any consolidation or merger of the Company with, or any sale, transfer or other

disposition of all or substantially all the property, assets or business of the Company to, another corporation, or

(c) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company;

then, in any one or more of such cases, the Company shall give to Holder (i) at least 30 days' prior written notice of the date on which a record date shall be selected for such dividend, distribution or right or for determining rights to vote in respect of any such reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation or winding up, and (ii) in the case of any such reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation or winding up, at least 30 days' prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause also shall specify (i) the date on which any such record is to be taken for the purpose of such dividend, distribution or right, the date on which the holders of Common Stock shall be entitled to any such dividend, distribution or right, and the amount and character thereof, and
(ii) the date on which any such reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation or winding up is to take place and the time, if any such time is to be fixed, as of which the holders of Common Stock shall be entitled to exchange their shares of Common Stock for securities deliverable upon such reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation or winding up. Each such written notice shall be sufficiently given if addressed to Holder at the last address of Holder appearing on the books of the Company and delivered in accordance with Section 10.1.

5.3. NOTICE OF OTHER ACTIONS. If at any time the Company shall
(a) issue rights or warrants to all holders of Common Stock entitling them to subscribe for or purchase Common Stock at a price per share less than the Current Market Price at the record date mentioned below of (b) distribute to all holders of its Common Stock evidences of indebtedness of the Company or assets of the Company (excluding cash dividends or distributions out of earned surplus), then the Company shall give to Holder at least 30 days' prior written notice of the date on which a record date shall be selected for the determination of stockholders entitled to receive such rights or warrants, evidences of indebtedness or assets of the Company.

6. RESERVATION AND AUTHORIZATION OF COMMON STOCK

From and after the Closing Date, the Company shall at all times reserve and keep available for issue upon the exercise of Warrants such number of its authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of all outstanding Warrants. All shares of Common Stock which shall be so issuable, when issued upon exercise of any Warrant and payment therefor in accordance with the terms of such Warrant, shall be duly and validly issued and fully paid and nonassessable, and not subject to preemptive rights.

7. RESTRICTIONS ON TRANSFERABILITY

The Warrants and the Warrant Stock shall not be transferred, hypothecated or assigned before satisfaction of the conditions specified in this
Section 7, which conditions are intended to ensure compliance with the provisions of the Securities Act with respect to the Transfer of any Warrant or any Warrant Stock. Holder, by acceptance of this Warrant, agrees to be bound by the provisions of this Section 7.

7.1. RESTRICTIVE LEGEND. (a) The Holder by accepting this Warrant and any Warrant Stock agrees that this Warrant and the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and until (i) the Company has received an opinion of counsel for the Holder that such securities may be sold pursuant to an exemption from registration under the Securities Act of 1933, as amended (the "Securities Act") or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission.

Each certificate for Warrant Stock issuable hereunder shall bear a legend as follows unless such securities have been sold pursuant to an effective registration statement under the Securities Act:

"The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"). The securities may not be offered for sale, sold or otherwise transferred except (i) pursuant to an effective registration statement under the Act or (ii) pursuant to an exemption from registration under the Act in respect of which the Company has

received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Company."

(b) Except as otherwise provided in this Section 7, the Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form:

"This Warrant and the securities represented hereby have not been registered under the Securities Act of 1933, as amended, and may not be transferred in violation of such Act, the rules and regulations thereunder or the provisions of this Warrant."

7.2. NOTICE OF PROPOSED TRANSFERS. Prior to any Transfer or attempted Transfer of any Warrants or any shares of Restricted Common Stock, the Holder shall give ten days' prior written notice (a "Transfer Notice") to the Company of Holder's intention to effect such Transfer, describing the manner and circumstances of the proposed Transfer, and obtain from counsel to Holder who shall be reasonably satisfactory to the Company, an opinion that the proposed Transfer of such Warrants or such Restricted Common Stock may be effected without registration under the Securities Act. After receipt of the Transfer Notice and opinion, the Company shall, within five days thereof, notify the Holder as to whether such opinion is reasonably satisfactory and, if so, such holder shall thereupon be entitled to Transfer such Warrants or such Restricted Common Stock, in accordance with the terms of the Transfer Notice. Each certificate, if any, evidencing such shares of Restricted Common Stock issued upon such Transfer shall bear the restrictive legend set forth in Section 7.1(a), and the Warrant issued upon such Transfer shall bear the restrictive legend set forth in Section 7.1(b), unless in the opinion of such counsel such legend is not required in order to ensure compliance with the Securities Act. The Holder shall not be entitled to Transfer such Warrants or such Restricted Common Stock until receipt of notice from the Company under this Section 7.2 that such opinion is reasonably satisfactory.

7.3. REQUIRED REGISTRATION. Pursuant to the terms and conditions set forth in the Registration Rights Agreement, the Company shall prepare and file with the

Commission not later than March 31, 1999, a Registration Statement relating to the offer and sale of the Common Stock issuable upon exercise of the Warrants and shall use its reasonable best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable but no later than May 31, 1999.

7.4. TERMINATION OF RESTRICTIONS. Notwithstanding the foregoing provisions of Section 7, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 7.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it that such shares may be transferred without registration thereof under the Securities Act. Whenever the restrictions imposed by Section 7 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon:

"THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 7 HEREOF TERMINATED ON ________, ____, AND ARE OF NO FURTHER FORCE AND EFFECT."

All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, a new certificate representing such Common Stock not bearing the restrictive legend set forth in Section 7.1(a).

8. SUPPLYING INFORMATION

The Company shall cooperate with Holder in supplying such information as may be reasonably necessary

for Holder to complete and file any information reporting forms presently or hereafter required by the Commission as a condition to the availability of an exemption from the Securities Act for the sale of any Warrant or Restricted Common Stock.

9. LOSS OR MUTILATION

Upon receipt by the Company from Holder of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of this Warrant and indemnity reasonably satisfactory to it (it being understood that the written agreement of the Holder shall be sufficient indemnity), and in case of mutilation upon surrender and cancellation hereof, the Company will execute and deliver in lieu hereof a new Warrant of like tenor to Holder; PROVIDED, in the case of mutilation, no indemnity shall be required if this Warrant in identifiable form is surrendered to the Company for cancellation.

10. MISCELLANEOUS

10.1. NOTICE GENERALLY. Except as may be otherwise provided herein, any notice or other communication or delivery required or permitted hereunder shall be in writing and shall be delivered personally or sent by certified mail, postage prepaid, or by a nationally recognized overnight courier service, and shall be deemed given when so delivered personally or by overnight courier service, or, if mailed, three (3) days after the date of deposit in the United States mails, as follows:

(1) If to the Company, to:

COLUMBIA LABORATORIES, INC.
2875 Northeast 191 Street, Suite 400
Aventura, Florida 33180
Attention: David L. Weinberg

With a copy to:

WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, New York 10153
Attention: Stephen M. Besen, Esq. or
Michael Nissan, Esq.

(2) If to any Holder, at such Holder's last known address appearing on the books of the Company maintained for such purpose.

10.2. SUCCESSORS AND ASSIGNS. Subject to the provisions of Sections 3.1 and 7, this Warrant and the rights evidenced hereby shall inure to the benefit of and be binding upon the successors of the Company and the successors and assigns of Holder.

10.3. AMENDMENT. This Warrant and all other Warrants may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.

10.4. SEVERABILITY. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Warrant.

10.5. HEADINGS. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

10.6. GOVERNING LAW. This Warrant shall be governed by the laws of the State of New York, without regard to the provisions thereof relating to conflict of laws.

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IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed and attested by its duly authorized officer on this 27th day of January, 1999.

COLUMBIA LABORATORIES INC.

Title:

EXHIBIT A

SUBSCRIPTION FORM

[To be executed only upon exercise of Warrant]

The undersigned registered owner of this Warrant irrevocably exercises this Warrant for the purchase of ______ Shares of Common Stock of Columbia Laboratories, Inc. and, if such Holder is not utilizing the cashless exercise provisions set forth in Section 2.1 of this Warrant, encloses herewith cash payment therefor, all at the price and on the terms and conditions specified in this Warrant and requests that certificates for the shares of Common Stock hereby purchased (and any securities issuable upon such exercise) be issued in the name of and delivered to _____________ whose address is _________________ and, if such shares of Common Stock shall not include all of the shares of Common Stock issuable as provided in this Warrant, that a new Warrant of like tenor and date for the balance of the shares of Common Stock issuable hereunder be delivered to the undersigned.

NOTICE: The signature on this subscription must correspond with the name as written upon the face of the within Warrant in every particular, without alteration or enlargement or any change whatsoever.

EXHIBIT B

ASSIGNMENT FORM

FOR VALUE RECEIVED the undersigned registered owner of this Warrant hereby sells, assigns and transfers unto the Assignee named below all of the rights of the undersigned under this Warrant, with respect to the number of shares of Common Stock set forth below:

Dated:__________________            Print Name:___________________

                                    Signature:____________________

                                    Witness:______________________

NOTICE: The signature on this assignment must correspond with the name as written upon the face of the within Warrant in every particular, without