Form of Change of Control Agreement Between The Registrant And Its Ceo

EXHIBIT 10.4.1

ACOLOGIX, INC.

CHANGE OF CONTROL AGREEMENT This Change of Control Agreement (the " Agreement" ) is made and entered into by and between Yoshinari Kumagai (the " Executive" ) and Acologix, Inc., a Delaware corporation (the " Company" ), effective as of , 2006.

R E C I T A L S

A. It is expected that the Company from time to time will consider the possibility of an acquisition by another company or other change of control. The Board of Directors of the Company (the " Board" ) recognizes that such consideration can be a distraction to the Executive and can cause the Executive to consider alternative employment opportunities. The Board has determined that it is in the best interests of the Company and its stockholders to assure that the Company will have the continued dedication and objectivity of the Executive, notwithstanding the possibility, threat or occurrence of a Change of Control of the Company.

B. The Board believes that it is in the best interests of the Company and its stockholders to provide the Executive with an incentive to continue his employment and to motivate the Executive to maximize the value of the Company upon a Change of Control for the benefit of its stockholders.

C. Certain capitalized terms used in the Agreement are defined in Section 5 below.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties hereto agree as follows:

1. Term of Agreement . This Agreement shall terminate upon the date that all obligations of the parties hereto with respect to this Agreement have been satisfied.

2. At-Will Employment . The Company and the Executive acknowledge that the Executive' s employment is and shall continue to be at-will, as defined under applicable law. If the Executive' s employment terminates for any reason, including (without limitation) any termination prior to a Change of Control, the Executive shall not be entitled to any payments, benefits, damages, awards or compensation other than as provided by this Agreement, or as may otherwise be available in accordance with the Company' s established Executive plans and practices or pursuant to other agreements with the Company.

3. Benefits . (a) Termination Following A Change of Control . In the event that a Change of Control of the Company occurs and during the period beginning on the closing date of the transaction giving rise to such Change of Control and ending twelve (12) months after such closing date, the Executive' s employment with the Company (or the successor entity in such Change of Control transaction) is either (a) terminated by the Company (or its successor entity) without Cause

or (b) is Constructively Terminated by the Executive, then (i) one hundred percent (100%) of all unvested Stock Rights as of such date shall become fully vested on the date of such termination, (ii) Executive will be entitled to receive an additional twenty-four (24) months salary and one hundred percent (100%) of the Executive' s target bonus for two years (" Cash Benefits" ) following termination of Executive' s employment and (iii) Executive will be entitled to receive an additional twenty-four (24) months of Company benefits following termination of Executive' s employment in accordance with the Company' s existing written benefits plans and practices. The Cash Benefits shall be paid to the Executive in equal monthly installments over a twenty-four (24) month period and otherwise in accordance with the Company' s existing payroll procedures.

(b) Termination For Cause . If the Executive' s employment terminates by reason of the Executive' s voluntary resignation (and is not a Constructive Termination), or if the Executive is terminated for Cause, then the Executive shall not be entitled to receive the accelerated vesting of Stock Rights, severance payments or benefits set forth in Section 3(a) above.

(c) Termination Apart from Change of Control . In the event the Executive' s employment is terminated for any reason, either prior to the occurrence of a Change of Control or after the twelve (12) month period following a Change of Control, then the Executive will be entitled to receive severance and any other benefits only as may then be established under the Company' s existing written severance and benefits plans and practices or pursuant to other written agreements with the Company.

4. Release of Claims . The delivery to the Executive of the benefits described in Section 3 following a termination will be subject to Executive' s signing and not revoking a standard separation agreement and release of claims in a form reasonably acceptable to the Company and the Executive. Such separation agreement shall include, among other things, (a) a customary non-disparagement agreement by the Executive pursuant to which the Executive agrees not to disparage, criticize or otherwise make derogatory statements regarding the Company, its directors or its officers, or to tortiously interfere with the contracts, relationships and prospective economic advantage of the Company, and (b) a customary non-solicitation agreement pursuant to which the Executive agrees for a period of twenty-four (24) months not to directly or indirectly solicit, induce, attempt to hire, recruit, encourage, take away, hire any employee of the Company or cause an employee to leave his or her employment either to work for the Executive or for any other entit ...