NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE

HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE

SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM

REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES

ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN

EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN

AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION

REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE

SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO

SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE

COMPANY.







                          COMMON STOCK PURCHASE WARRANT





                To Purchase __________ Shares of Common Stock of



                              MacroChem Corporation



          THIS COMMON STOCK PURCHASE WARRANT CERTIFIES that, for value received,

_____________ (the "Holder"), is entitled, upon the terms and subject to the

limitations on exercise and the conditions hereinafter set forth, at any time on

or after March __, 2004 (the "Initial Exercise Date") and on or prior to the

close of business on March __, 2009 (the "Termination Date") but not thereafter,

to subscribe for and purchase from MacroChem Corporation, a corporation

incorporated in the State of Delaware (the "Company"), up to ____________ shares

(the "Warrant Shares") of Common Stock, par value $0.01 per share, of the

Company (the "Common Stock"). The purchase price of one share of Common Stock

(the "Exercise Price") under this Warrant shall be $2.09, subject to adjustment

hereunder. The Exercise Price and the number of Warrant Shares for which the

Warrant is exercisable shall be subject to adjustment as provided herein.

Capitalized terms used and not otherwise defined herein shall have the meanings

set forth in that certain Securities Purchase Agreement (the "Purchase

Agreement"), dated March 5, 2004, between the Company and the purchasers

signatory thereto.



          1. Title to Warrant. Prior to the Termination Date and subject to

compliance with applicable laws and Section 7 of this Warrant, this Warrant and

all rights hereunder are transferable, in whole or in part, at the office or

agency of the Company by the Holder in person or by duly authorized attorney,

upon surrender of this Warrant together with the Assignment Form annexed hereto

properly endorsed. The transferee shall sign an investment letter in form and

substance reasonably satisfactory to the Company.



          2. Authorization of Shares. The Company covenants that all Warrant

Shares which may be issued upon the exercise of the purchase rights represented

by this Warrant will, upon exercise of the purchase rights represented by this

Warrant, be duly authorized, validly issued, fully paid and nonassessable and

free from all taxes, liens and charges in respect of the issue thereof (other

than taxes in respect of any transfer occurring contemporaneously with such

issue).



{PAGE}



          3. Exercise of Warrant.



               (a) Exercise of the purchase rights represented by this Warrant

     may be made at any time or times on or after the Initial Exercise Date and

     on or before the Termination Date by the surrender of this Warrant and the

     Notice of Exercise Form annexed hereto duly executed, at the office of the

     Company (or such other office or agency of the Company as it may designate

     by notice in writing to the registered Holder at the address of such Holder

     appearing on the books of the Company) and upon payment of the Exercise

     Price of the shares thereby purchased by wire transfer or cashier's check

     drawn on a United States bank or by means of a cashless exercise pursuant

     to Section 3(c), the Holder shall be entitled to receive a certificate for

     the number of Warrant Shares so purchased. Certificates for shares

     purchased hereunder shall be delivered to the Holder within three (3)

     Trading Days after the date on which this Warrant shall have been exercised

     as aforesaid. This Warrant shall be deemed to have been exercised and such

     certificate or certificates shall be deemed to have been issued, and the

     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 Warrant has been exercised by payment to the Company of

     the Exercise Price and all taxes required to be paid by the Holder, if any,

     pursuant to Section 5 prior to the issuance of such shares, have been paid.



               (b) If this Warrant shall have been exercised in part, the

     Company shall, at the time of delivery of the certificate or certificates

     representing Warrant Shares, deliver to Holder a new Warrant evidencing the

     rights of Holder to purchase the unpurchased Warrant Shares called for by

     this Warrant, which new Warrant shall in all other respects be identical

     with this Warrant.



               (c) If, but only if, at any time after one year from the date of

     issuance of this Warrant there is no effective Registration Statement

     registering the resale of the Warrant Shares by the Holder, this Warrant

     may also be exercised at such time by means of a "cashless exercise" in

     which the Holder shall be entitled to receive a certificate for the number

     of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by

     (A), where:



          (A) = the Closing Price on the Trading Day preceding the date of such

          election;



          (B) = the Exercise Price of the Warrants, as adjusted; and



          (X) = the number of Warrant Shares issuable upon exercise of the

          Warrants in accordance with the terms of this Warrant.



          4. No Fractional Shares or Scrip. No fractional shares or scrip

representing fractional shares shall be issued upon the exercise of this

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

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