SUBSCRIPTION AGREEMENT

Exhibit 10.1

Form of Subscription Agreement

SUBSCRIPTION AGREEMENT

August 22, 2008

The undersigned investor (the “ Investor ”) hereby confirms its agreement with Columbia Laboratories, Inc. (the “ Company ”) as follows:

     1. This Subscription Agreement (this “ Agreement ”) is made as of the date set forth below between the Company and the Investor.

     2. The Company has authorized the sale and issuance to certain investors of up to an aggregate of 1,500,000 shares (the “ Shares ”) of its common stock, par value $0.01 per share (the “ Common Stock ”), for a purchase price of $3.50 per share (the “ Purchase Price ”).

     3. The offering and sale of the Shares (the “ Offering ”) is being made pursuant to (1) an effective Registration Statement on Form S-3 (Registration No. 333-38230) filed by the Company with the Securities and Exchange Commission (the “ Commission ”) as amended by any post-effective amendment filed by the Company pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “ Act ”) (the “ Registration Statement ”), which contains the base prospectus (the “ Base Prospectus ”) and was filed with the Commission on May 31, 2000, (2) if applicable, certain “free writing prospectuses” (as that term is defined in Rule 405 under the Act), that have or will be filed with the Commission and delivered to the Investor on or prior to the date hereof and (3) a final prospectus supplement (the “ Prospectus Supplement ” and together with the Base Prospectus, the “ Prospectus ”) containing certain supplemental information regarding the Shares and terms of the Offering that will be filed with the Commission and delivered to the Investor (or made available to the Investor by the filing by the Company of an electronic version thereof with the Commission) along with the Company’s counterpart to this Agreement.

     4. The Company and the Investor agree that the Investor will purchase from the Company and the Company will issue and sell to the Investor the Shares set forth below for the aggregate purchase price set forth below. The Shares shall be purchased pursuant to the Terms and Conditions for Purchase of Shares attached hereto as Annex I and incorporated herein by this reference as if fully set forth herein. The Investor acknowledges that the Offering is not being underwritten by the placement agent (the “ Placement Agent ”) named in the Prospectus Supplement and that there is no minimum offering amount.

     5. The manner of settlement of the Shares purchased by the Investor shall be determined by such Investor as follows:

Delivery by electronic book-entry at The Depository Trust Company (“ DTC ”), registered in the Investor’s name and address as set forth below, and released by American Stock Transfer & Trust Company the Company’s transfer agent (the “ Transfer Agent ”) (attention: Joan Greenfield, telephone: 718-921-8522, to the Investor at the Closing (as defined in Section 3.1 of Annex A hereto). NO LATER THAN ONE (1) BUSINESS DAY AFTER THE EXECUTION OF THIS AGREEMENT BY THE INVESTOR AND THE COMPANY, THE INVESTOR SHALL:

IT IS THE INVESTOR’S RESPONSIBILITY TO (A) MAKE THE NECESSARY WIRE TRANSFER OR CONFIRM THE PROPER ACCOUNT BALANCE IN A TIMELY MANNER AND (B) ARRANGE FOR SETTLEMENT BY WAY OF DWAC IN A TIMELY MANNER. IF THE INVESTOR DOES NOT DELIVER THE AGGREGATE PURCHASE PRICE FOR THE SHARES OR DOES NOT MAKE PROPER ARRANGEMENTS FOR SETTLEMENT IN A TIMELY MANNER, THE SHARES MAY NOT BE DELIVERED AT CLOSING TO THE INVESTOR OR THE INVESTOR MAY BE EXCLUDED FROM THE CLOSING ALTOGETHER.

     6. [Intentionally Omitted].

     7. The Investor represents that, except as set forth below, (a) it has had no position, office or other material relationship within the past three years with the Company or persons known to it to be affiliates of the Company, (b) it is not a FINRA member or an Associated Person (as such term is defined under the FINRA Membership and Registration Rules Section 1011) as of the Closing, and (c) neither the Investor nor any group of Investors (as identified in a public filing made with the Commission) of which the Investor is a part in connection with the Offering of the Shares, acquired, or obtained the right to acquire, 20% or more of the Common Stock (or securities convertible into or exercisable for Common Stock) or the voting power of the Company on a post-transaction basis.

      Exceptions :

(If no exceptions, write “none.” If left blank, response will be deemed to be “none.”)

     8. The Investor represents that it has received or can obtain on the Commission’s EDGAR filing system the Base Prospectus, which is part of the Company’s Registration Statement, the documents incorporated by reference therein, and any free writing prospectus (collectively, the “ Disclosure Package ”), prior to or in connection with the receipt of this Agreement along with the Company’s counterpart to this Agreement.

     9. No offer by the Investor to buy Shares will be accepted and no part of the Purchase Price will be delivered to the Company until the Company has accepted such offer by countersigning a

copy of this Agreement, and any such offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time prior to the Company (or the Placement Agent on behalf of the Company) sending (orally, in writing, or by electronic mail) notice of its acceptance of such offer. An indication of interest will involve no obligation or commitment of any kind until this Agreement is accepted and countersigned by or on behalf of the Company.

Number of Shares :
Purchase Price Per Share : $3.50
Aggregate Purchase Price : $

Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose.

Dated as of August __, 2008

Agreed and accepted this                                                             

___ day of August 2008:

COLUMBIA LABORATORIES, INC.

ANNEX I

TERMS AND CONDITIONS FOR PURCHASE OF SHARES

     1.  Authorization and Sale of the Shares . Subject to the terms and conditions of this Agreement, the Company has authorized the sale of the Shares.

     2.  Agreement to Sell and Purchase the Shares; Placement Agent.

     2.1 At the Closing (as defined in Section 3.1 of this Annex I), the Company will sell to the Investor, and the Investor will purchase from the Company, upon the terms and conditions set forth herein, the number of Shares set forth on the last page of the Agreement to which these Terms and Conditions for Purchase of Shares are attached as Annex I (the “ Signature Page ”) for the aggregate purchase price therefor set forth on the Signature Page.

     2.2 The Company proposes to enter into substantially this same form of Subscription Agreement with certain other investors (the “ Other Investors ”) and expects to complete sales of Shares to them. The Investor and the Other Investors are hereinafter sometimes collectively referred to as the “ Investors ,” and this Agreement and the Subscription Agreements executed by the Other Investors are hereinafter sometimes collectively referred to as the “ Agreements .”

     2.3 The Investor acknowledges that the Company intends to pay The Benchmark Company LLC (the “ Placement Agent ”) a fee
(the “ Placement Fee ”) in respect of the sale of Shares to the Investor.

     2.4 The Company has entered into a Placement Agency Agreement, dated August 22, 2008 (the “ Placement Agreement ”), with the Placement Agent that contains certain representations, warranties, covenants, and agreements of the Company. A copy of the Placement Agreement is available upon request.

3. Closings and Delivery of the Shares and Funds.

     3.1 Closing . The completion of the purchase and sale of the Shares (the “ Closing ”) shall occur at a place and time (the “ Closing Date ”) to be specified by the Company and the Placement Agent, and of which the Investors will be notified in advance by the Placement Agent, in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”). At the Closing, (a) the Company shall cause the Transfer Agent to deliver to the Investor the number of Shares set forth on the Signature Page registered in the name of the Investor or, if so indicated on the Investor Questionnaire attached hereto as Schedule A , in the name of a nominee designated by the Investor and (b) the aggregate purchase price for the Shares being purchased by the Investor will be delivered by or on behalf of the Investor to the Company.

     3.2 (a) Conditions to the Company’s Obligations . The Company’s obligation to issue and sell the Shares to the Investor shall be subject to: (i) the receipt by the Company of the purchase price for all of the Sha