<PAGE>

                      RESALE REGISTRATION RIGHTS AGREEMENT


                                     between

                        INHALE THERAPEUTIC SYSTEMS, INC.

                                       and

                              LEHMAN BROTHERS INC.

                          DEUTSCHE BANK SECURITIES INC.

                                       and

                         U.S. BANCORP PIPER JAFFRAY INC.





                                                    DATED AS OF OCTOBER 13, 1999

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                                                                               2

                RESALE REGISTRATION RIGHTS AGREEMENT, dated as of October 13,
1999, between Inhale Therapeutic Systems, Inc., a Delaware corporation (together
with any successor entity, herein referred to as the "Issuer"), and Lehman
Brothers Inc., Deutsche Bank Securities Inc. and U.S. Bancorp Piper Jaffray Inc.
(collectively, the "Initial Purchasers").

                 Pursuant to the Purchase Agreement, dated October 6, 1999,
between the Issuer and the Initial Purchasers (the "Purchase Agreement"), the
Initial Purchasers have agreed to purchase from the Issuer up to $100,000,000
($109,000,000 if the Initial Purchasers exercise the over-allotment option in
full) in aggregate principal amount of 6 3/4% Convertible Subordinated
Debentures due 2006 (the "Debentures"). The Debentures will be convertible into
fully paid, nonassessable common stock, par value $.0001 per share, of the
Issuer (the "Common Stock") on the terms, and subject to the conditions, set
forth in the Indenture (as defined herein). To induce the Initial Purchasers to
purchase the Debentures, the Issuer has agreed to provide the registration
rights set forth in this Agreement pursuant to Section 3(j) of the Purchase
Agreement.

                 The parties hereby agree as follows:

                 1. DEFINITIONS. As used in this Agreement, the following
capitalized terms shall have the following meanings:

                 ADVICE:  As defined in Section 4(c)(ii) hereof.

                 AGREEMENT:  This Resale Registration Rights Agreement.

                 BLUE SKY APPLICATION:  As defined in Section 6(a) hereof.

                 BROKER-DEALER:  Any broker or dealer registered under the
        Exchange Act.

                 BUSINESS DAY: A day other than a Saturday or Sunday or any
        federal holiday in the United States.

                 CLOSING DATE:  The date of this Agreement.

                 COMMISSION:  Securities and Exchange Commission.

                 COMMON STOCK:  As defined in the preamble hereto.

                 DAMAGES PAYMENT DATE:  Each Interest Payment Date.  For
        purposes of this Agreement, if no Debentures are outstanding, "Damages
        Payment Date" shall mean each

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                                                                               3

        April 13 and October 13.

                 DEBENTURES:  As defined in the preamble hereto.

                 EFFECTIVENESS PERIOD:  As defined in Section 2(a)(iii) hereof.

        EFFECTIVENESS TARGET DATE:  As defined in Section 2(a)(ii) hereof.

                 EXCHANGE ACT:  Securities Exchange Act of 1934, as amended.

                 HOLDER:  A Person who owns, beneficially or otherwise,
        Transfer Restricted Securities.

                 INDEMNIFIED HOLDER:  As defined in Section 6(a) hereof.

                 INDENTURE: The Indenture, dated as of October 13, 1999, between
        the Issuer and Chase Manhattan Bank and Trust Company, National
        Association, as trustee (the "Trustee"), pursuant to which the
        Debentures are to be issued, as such Indenture is amended, modified or
        supplemented from time to time in accordance with the terms thereof.

                 INITIAL PURCHASERS:  As defined in the preamble hereto.

                 INTEREST PAYMENT DATE:  As defined in the Indenture.

                 ISSUER:  As defined in the preamble hereto.

                 LIQUIDATED DAMAGES:  As defined in Section 3(a) hereof.

                 MAJORITY OF HOLDERS: Holders holding over 50% of the aggregate
        principal amount of Debentures outstanding; PROVIDED that, for purpose
        of this definition, a holder of shares of Common Stock which constitute
        Transfer Restricted Securities and issued upon conversion of the
        Debentures shall be deemed to hold an aggregate principal amount of
        Debentures (in addition to the principal amount of Debentures held by
        such holder) equal to the product of (x) the number of such shares of
        Common Stock held by such holder and (y) the prevailing conversion
        price, such prevailing conversion price as determined in accordance with
        Section 12 of the Indenture.

                 NASD:  National Association of Securities Dealers, Inc.

                 PERSON:  An individual, partnership, corporation,
        unincorporated organization,

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                                                                               4

        trust, joint venture or a government or agency or political subdivision
        thereof.

                 PROSPECTUS: The prospectus included in a Shelf Registration
        Statement, as amended or supplemented by any prospectus supplement and
        by all other amendments thereto, including post-effective amendments,
        and all material incorporated by reference into such Prospectus.

                 QUESTIONNAIRE DEADLINE:  As defined in Section 2(b) hereof.

        RECORD HOLDER: With respect to any Damages Payment Date, each Person who
is a Holder on the record date with respect to the Interest Payment Date on
which such Damages Payment Date shall occur. In the case of a Holder of shares
of Common Stock issued upon conversion of the Debentures, "Record Holder" shall
mean each Person who is a Holder of shares of Common Stock which constitute
Transfer Restricted Securities on the March 31 or September 30 immediately
preceding the Damages Payment Date.

                 REGISTRATION DEFAULT:  As defined in Section 3(a) hereof.

                 SALE NOTICE:  As defined in Section 4(e) hereof.

                 SECURITIES ACT:  Securities Act of 1933, as amended.

                 SHELF FILING DEADLINE: As defined in Section 2(a)(i) hereof.

                 SHELF REGISTRATION STATEMENT:  As defined in Section 2(a)(i)
        hereof.

                 SUSPENSION PERIOD.  As defined in Section 4(b)(i) hereof.

                 TIA:  Trust Indenture Act of 1939, as in effect on the date the
        Indenture is qualified under the TIA.

                 TRANSFER RESTRICTED SECURITIES:  Each Debenture and each share
        of Common Stock issued upon conversion of Debentures until the earlier
        of:

                           (i) the date on which such Debenture or such share of
                 Common Stock issued upon conversion has been effectively
                 registered under the Securities Act and disposed of in
                 accordance with the Shelf Registration Statement;

                           (ii) the date on which such Debenture or such share
                 of Common Stock issued upon conversion is transferred in
                 compliance with Rule 144 under the Securities Act or may be
                 sold or transferred pursuant to Rule 144 under the Securities
                 Act (or any other similar provision then in force); or

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                                                                               5

                           (iii) the date on which such Debenture or such share
                 of Common Stock issued upon conversion ceases to be outstanding
                 (whether as a result of redemption, repurchase and
                 cancellation, conversion or otherwise).

                 UNDERWRITTEN REGISTRATION OR UNDERWRITTEN OFFERING:  A
        registration in which securities of the Issuer are sold to an
        underwriter for reoffering to the public.

                 2.        SHELF REGISTRATION.

                 (a)       The Issuer shall:

                           (i) not later than 90 days after the date hereof (the
                 "Shelf Filing Deadline"), cause to be filed a registration
                 statement pursuant to Rule 415 under the Securities Act (the
                 "Shelf Registration Statement"), which Shelf Registration
                 Statement shall provide for resales of all Transfer Restricted
                 Securities held by Holders that have provided the information
                 required pursuant to the terms of Section 2(b) hereof;

                           (ii) use its best efforts to cause the Shelf
                 Registration Statement to be declared effective by the
                 Commission not later than 180 days after the date hereof (the
                 "Effectiveness Target Date"); and

                           (iii) use its best efforts to keep the Shelf
                 Registration Statement continuously effective, supplemented and
                 amended as required by the provisions of Section 4(b) hereof to
                 the extent necessary to ensure that (A) it is available for
                 resales by the Holders of Transfer Restricted Securities
                 entitled to the benefit of this Agreement and (B) conforms with
                 the requirements of this Agreement and the Securities Act and
                 the rules and regulations of the Commission promulgated
                 thereunder as announced from time to time for a period (the
                 "Effectiveness Period") of:

                                    (1)     two years following the last date of
                           original issuance of Debentures; or

                                    (2) such shorter period that will terminate
                           when (x) all of the Holders of Transfer Restricted
                           Securities are able to sell all Transfer Restricted
                           Securities immediately without restriction pursuant
                           to Rule 144(k) under the Securities Act or any
                           successor rule thereto, (y) when all Transfer
                           Restricted Securities have ceased to be outstanding
                           (whether as

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                                                                               6

                           a result of redemption, repurchase and cancellation,
                           conversion or otherwise) or (z) all Transfer
                           Restricted Securities registered under the Shelf
                           Registration Statement have been sold.

                 (b) No Holder of Transfer Restricted Securities may include any
of its Transfer Restricted Securities in the Shelf Registration Statement
pursuant to this Agreement unless such Holder furnishes to the Issuer in
writing, prior to or on the 20th Business Days after receipt of a request
therefor (the "Questionnaire Deadline"), such information as the Issuer may
reasonably request for use in connection with the Shelf Registration Statement
or Prospectus or preliminary Prospectus included therein and in any application
to be filed with or under state securities laws. In connection with all such
requests for information from Holders of Transfer Restricted Securities, the
Issuer shall notify such Holders of the requirements set forth in the preceding
sentence. No Holder of Transfer Restricted Securities shall be entitled to
Liquidated Damages pursuant to Section 3 hereof unless such Holder shall have
provided all such reasonably requested information prior to or on the
Questionnaire Deadline. Each Holder as to which the Shelf Registration Statement
is being effected agrees to furnish promptly to the Issuer all information
required to be disclosed in order to make information previously furnished to
the Issuer by such Holder not materially misleading.

                 3.        LIQUIDATED DAMAGES.

                 (a)       If:

                           (i)      the Shelf Registration Statement is not
                 filed with the Commission prior to or on the Shelf Filing
                 Deadline;

                           (ii) the Shelf Registration Statement has not been
                 declared effective by the Commission prior to or on the
                 Effective Target Date;

                           (iii) subject to the provisions of Section 4(b)(i)
                 hereof, the Shelf Registration Statement is filed and declared
                 effective but, during the Effectiveness Period, shall
                 thereafter cease to be effective or fail to be usable for its
                 intended purpose without being succeeded within five Business
                 Days by a post-effective amendment to the Shelf Registration
                 Statement or a report filed with the Commission pursuant to
                 Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that
                 cures such failure and, in the case of a post-effective
                 amendment, is itself immediately declared effective; or

                           (iv) prior to or on the 45th or 60th day, as the case
                 may be, of any Suspension Period, such suspension has not been
                 terminated,

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                                                                               7

(each such event referred to in foregoing clauses (i) through (iv), a
"Registration Default"), the Issuer hereby agrees to pay liquidated damages
("Liquidated Damages") with respect to the Transfer Restricted Securities from
and including the day following the Registration Default to but excluding the
day on which the Registration Default has been cured:

                           (A) in respect of the Debentures, to each holder of
                 Debentures, (x) with respect to the first 90-day period during
                 which a Registration Default shall have occurred and be
                 continuing, in an amount per year equal to an additional 0.25%
                 of the principal amount of the Debentures, and (y) with respect
                 to the period commencing on the 91st day following the day the
                 Registration Default shall have occurred and be continuing, in
                 an amount per year equal to an additional 0.50% of the
                 principal amount of the Debentures; PROVIDED that in no event
                 shall Liquidated Damages accrue at a rate per year exceeding
                 0.50% of the principal amount of the Debentures; and

                           (B) in respect of any shares of Common Stock, to each
                 holder of shares of Common Stock issued upon conversion of
                 Debentures, (x) with respect to the first 90-day period in
                 which a Registration Default shall have occurred and be
                 continuing, in an amount per year equal to 0.25% of the
                 principal amount of the converted Debentures, and (y) with
                 respect to the period commencing the 91st day following the day
                 the Registration Default shall have occurred and be continuing,
                 in an amount per year equal to 0.50% of the principal amount of
                 the converted Debentures; PROVIDED that in no event shall
                 Liquidated Damages accrue at a rate per year exceeding 0.50% of
                 the principal amount of the converted Debentures.

                 (b) All accrued Liquidated Damages shall be paid in arrears to
Record Holders by the Issuer on each Damages Payment Date by wire transfer of
immediately available funds or by federal funds check. Following the cure of all
Registration Defaults relating to any particular Debenture or share of Common
Stock, the accrual of Liquidated Damages with respect to such Debenture or share
of Common Stock will cease.

                 All obligations of the Issuer set forth in this Section 3 that
are outstanding with respect to any Transfer Restricted Security at the time
such security ceases to be a Transfer Restricted Security shall survive until
such time as all such obligations with respect to such Transfer Restricted
Security shall have been satisfied in full.

                 The Liquidated Damages set forth above shall be the exclusive
monetary remedy available to the Holders of Transfer Restricted Securities for
such Registration Default.

                 4.        REGISTRATION PROCEDURES.

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                                                                               8

                 (a) In connection with the Shelf Registration Statement, the
Issuer shall comply with all the provisions of Section 4(b) hereof and shall use
its best efforts to effect such registration to permit the sale of the Transfer
Restricted Securities being sold in accordance with the intended method or
methods of distribution thereof, and pursuant thereto, shall as expeditiously as
possible prepare and file with the Commission a Shelf Registration Statement
relating to the registration on any appropriate form under the Securities Act.

                 (b) In connection with the Shelf Registration Statement and any
Prospectus required by this Agreement to permit the sale or resale of Transfer
Restricted Securities, the Issuer shall:

                           (i) Subject to any notice by the Issuer in accordance
                 with this Section 4(b) of the existence of any fact or event of
                 the kind described in Section 4(b)(iii)(D), use its best
                 efforts to keep the Shelf Registration Statement continuously
                 effective during the Effectiveness Period; upon the occurrence
                 of any event that would cause any the Shelf Registration
                 Statement or the Prospectus contained therein (A) to contain a
                 material misstatement or omission or (B) not be effective and
                 usable for resale of Transfer Restricted Securities during the
                 Effectiveness Period, the Issuer shall file promptly an
                 appropriate amendment to the Shelf Registration Statement or a
                 report filed with the Commission pursuant to Section 13(a),
                 13(c), 14 or 15(d) of the Exchange Act, in the case of clause
                 (A), correcting any such misstatement or omission, and, in the
                 case of either clause (A) or (B), use its best efforts to cause
                 such amendment to be declared effective and the Shelf
                 Registration Statement and the related Prospectus to become
                 usable for their intended purposes as soon as practicable
                 thereafter. Notwithstanding the foregoing, the Issuer may
                 suspend the effectiveness of the Shelf Registration Statement
                 by written notice to the Holders for a period not to exceed an
                 aggregate of 45 days in any 90-day period (each such period, a
                 "Suspension Period") if:

                                    (x) an event occurs and is continuing as a
                           result of which the Shelf Registration Statement
                           would, in the Issuer's reasonable judgment, contain
                           an untrue statement of a material fact or omit to
                           state a material fact required to be stated therein
                           or necessary to make the statements therein not
                           misleading; and

                                    (y) the Issuer reasonably determines that
                           the disclosure of such event at such time would have
                           a material adverse effect on the business of the
                           Issuer (and its subsidiaries, if any, taken as a
                           whole);

                 PROVIDED that in the event the disclosure relates to a
                 previously undisclosed

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                                                                               9

                 proposed or pending material business transaction, the
                 disclosure of which would impede the Issuer's ability to
                 consummate such transaction, the Issuer may extend a
                 Suspension Period from 45 days to 60 days; PROVIDED, HOWEVER,
                 that Suspension Periods shall not exceed an aggregate of 90
                 days in any 360-day period.

                           (ii) Prepare and file with the Commission such
                 amendments and post-effective amendments to the Shelf
                 Registration Statement as may be necessary to keep the Shelf
                 Registration Statement effective during the Effectiveness
                 Period; cause the Prospectus to be supplemented by any required
                 Prospectus supplement, and as so supplemented to be filed
                 pursuant to Rule 424 under the Securities Act, and to comply
                 fully with the applicable provisions of Rules 424 and 430A
                 under the Securities Act in a timely manner; and comply with
                 the provisions of the Securities Act with respect to the
                 disposition of all securities covered by the Shelf Registration
                 Statement during the applicable period in accordance with the
                 intended method or methods of distribution by the sellers
                 thereof set forth in the Shelf Registration Statement or
                 supplement to the Prospectus.

                           (iii) Advise the underwriter(s), if any, and selling
                 Holders promptly (but in any event within five Business Days)
                 and, if requested by such Persons, to confirm such advice in
                 writing:

                                    (A) when the Prospectus or any Prospectus
                           supplement or post-effective amendment has been
                           filed, and, with respect to the Shelf Registration
                           Statement or any post-effective amendment thereto,
                           when the same has become effective,

                                    (B) of any request by the Commission for
                           amendments to the Shelf Registration Statement or
                           amendments or supplements to the Prospectus or for
                           additional information relating thereto,

                                    (C) of the issuance by the Commission of any
                           stop order suspending the effectiveness of the Shelf
                           Registration Statement under the Securities Act or of
                           the suspension by any state securities commission of
                           the qualification of the Transfer Restricted
                           Securities for offering or sale in any jurisdiction,
                           or the initiation of any proceeding for any of the
                           preceding purposes, or

                                    (D) of the existence of any fact or the
                           happening of any event, during the Effectiveness
                           Period, that makes any statement of a material fact
                           made in the Shelf Registration Statement, the
                           Prospectus, any amendment or supplement thereto, or
                           any document incorporated by

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                                                                              10

                           reference therein untrue, or that requires the
                           making of any additions to or changes in the Shelf
                           Registration Statement or the Prospectus in order to
                           make the statements therein not misleading.

                 If at any time the Commission shall issue any stop order
                 suspending the effectiveness of the Shelf Registration
                 Statement, or any state securities commission or other
                 regulatory authority shall issue an order suspending the
                 qualification or exemption from qualification of the Transfer
                 Restricted Securities under state securities or Blue Sky laws,
                 the Issuer shall use its reasonable best efforts to obtain the
                 withdrawal or lifting of such order at the earliest possible
                 time.

                           (iv) Furnish to each of the selling Holders and each
                 of the underwriter(s), if any, before filing with the
                 Commission, a copy of the Shelf Registration Statement and
                 copies of any Prospectus included therein or any amendments or
                 supplements to any the Shelf Registration Statement or
                 Prospectus (other than documents incorporated by reference
                 after the initial filing of the Shelf Registration Statement),
                 which documents will be subject to the review of such holders
                 and underwriter(s), if any, for a period of at least ten
                 Business Days, and the Issuer will not file any the Shelf
                 Registration Statement or Prospectus or any amendment or
                 supplement to any the Shelf Registration Statement or
                 Prospectus (other than documents incorporated by reference) to
                 which a selling Holder of Transfer Restricted Securities
                 covered by the Shelf Registration Statement or the
                 underwriter(s), if any, shall reasonably object within five
                 Business Days after the receipt thereof. A selling Holder or
                 underwriter, if any, shall be deemed to have reasonably
                 objected to such filing if the Shelf Registration Statement,
                 amendment, Prospectus or supplement, as applicable, as proposed
                 to be filed, contains a material misstatement or omission.

                           (v) Make available at reasonable times for inspection
                 by one or more representatives of the selling Holders,
                 designated in writing by a Majority of Holders whose Transfer
                 Restricted Securities are included in the Shelf Registration
                 Statement, any underwriter participating in any distribution
                 pursuant to the Shelf Registration Statement, and any attorney
                 or accountant retained by such selling Holders or any of the
                 underwriter(s), all financial and other records, pertinent
                 corporate documents and properties of the Issuer as shall be
                 reasonably necessary to enable them to exercise any applicable
                 due diligence responsibilities, and cause the Issuer's
                 officers, directors, managers and employees to supply all
                 information reasonably requested by any such representative or
                 representatives of the selling Holders, underwriter, attorney
                 or accountant in connection with the Shelf Registration
                 Statement after the filing thereof and before its
                 effectiveness; PROVIDED, HOWEVER, that any information
                 designated by the Company as

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                                                                              11

                 confidential at the time of delivery of such information shall
                 be kept confidential by the recipient thereof.

                           (vi) If requested by any selling Holders or the
                 underwriter(s), if any, promptly incorporate in the Shelf
                 Registration Statement or Prospectus, pursuant to a supplement
                 or post-effective amendment if necessary, such information as
                 such selling Holders and underwriter(s), if any, may reasonably
                 request to have included therein, including, without
                 limitation: (1) information relating to the "Plan of
                 Distribution" of the Transfer Restricted Securities, (2)
                 information with respect to the principal amount of Debentures
                 or number of shares of Common Stock being sold to such
                 underwriter(s), (3) the purchase price being paid therefor and
                 (4) any other terms of the offering of the Transfer Restricted
                 Securities to be sold in such offering; and make all required
                 filings of such Prospectus supplement or post-effective
                 amendment as soon as reasonably practicable after the Issuer is
                 notified of the matters to be incorporated in such Prospectus
                 supplement or post-effective amendment.

                           (vii) Furnish to each selling Holder and each of the
                 underwriter(s), if any, without charge, at least one copy of
                 the Shelf Registration Statement, as first filed with the
                 Commission, and of each amendment thereto (and any documents
                 incorporated by reference therein or exhibits thereto (or
                 exhibits incorporated in such exhibits by reference) as such
                 Person may request).

                           (viii) Deliver to each selling Holder and each of the
                 underwriter(s), if any, without charge, as many copies of the
                 Prospectus (including each preliminary prospectus) and any
                 amendment or supplement thereto as such Persons reasonably may
                 request; subject to any notice by the Issuer in accordance with
                 this Section 4(b) of the existence of any fact or event of the
                 kind described in Section 4(b)(iii) (D), the Issuer hereby
                 consents to the use of the Prospectus and any amendment or
                 supplement thereto by each of the selling Holders and each of
                 the underwriter(s), if any, in connection with the offering and
                 the sale of the Transfer Restricted Securities covered by the
                 Prospectus or any amendment or supplement thereto.

                           (ix) If an underwriting agreement is entered into and
                 the registration is an Underwritten Registration, the Issuer
                 shall:

                                    (A) upon request, furnish to each selling
                           Holder and each underwriter, if any, in such
                           substance and scope as they may reasonably request
                           and as are customarily made by issuers to
                           underwriters in primary underwritten offerings, upon
                           the date of closing of any sale of Transfer
                           Restricted Securities in an Underwritten
                           Registration:

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                                                                              12

                                          (1) a certificate, dated the date of
                                    such closing, signed by the Chief Financial
                                    Officer of the Issuer confirming, as of the
                                    date thereof, the matters set forth in
                                    Section 5(g) of the Purchase Agreement and
                                    such other matters as such parties may
                                    reasonably request;

                                          (2) opinions, each dated the date of
                                    such closing, of counsel to the Issuer
                                    covering such of the matters set forth in
                                    Sections 5(c) and 5(d) of the Purchase
                                    Agreement as are customarily covered in
                                    legal opinions to underwriters in connection
                                    with primary underwritten offerings of
                                    securities; and

                                          (3) customary comfort letters, dated
                                    the date of such closing, from the Issuer's
                                    independent accountants (and from any other
                                    accountants whose report is contained or
                                    incorporated by reference in the Shelf
                                    Registration Statement), in the customary
                                    form and covering matters of the type
                                    customarily covered in comfort letters to
                                    underwriters in connection with primary
                                    underwritten offerings of securities;

                                    (B) set forth in full in the underwriting
                           agreement, if any, indemnification provisions and
                           procedures which provide rights no less protective
                           than those set forth in Section 6 hereof with respect
                           to all parties to be indemnified; and

                                    (C) deliver such other documents and
                           certificates as may be reasonably requested by such
                           parties to evidence compliance with clause (A) above
                           and with any customary conditions contained in the
                           underwriting agreement or other agreement entered
                           into by the selling Holders pursuant to this clause
                           (ix).

                           (x) Before any public offering of Transfer Restricted
                 Securities, cooperate with the selling Holders, the
                 underwriter(s), if any, and their respective counsel in
                 connection with the registration and qualification of the
                 Transfer Restricted Securities under the securities or Blue Sky
                 laws of such jurisdictions as the selling Holders or
                 underwriter(s), if any, may reasonably request and do any and
                 all other acts or things necessary or advisable to enable the
                 disposition in such jurisdictions of the Transfer Restricted
                 Securities covered by the Shelf Registration Statement;
                 PROVIDED, HOWEVER, that the Issuer shall not be required (A) to
                 register or qualify as a foreign corporation or a dealer of
                 securities where it is not now so

<PAGE>

                                                                              13

                 qualified or to take any action that would subject it to the
                 service of process in any jurisdiction where it is not now so
                 subject or (B) to subject themselves to taxation in any such
                 jurisdiction if they are not now so subject.

                           (xi) Cooperate with the selling Holders and the
                 underwriter(s), if any, to facilitate the timely preparation
                 and delivery of certificates representing Transfer Restricted
                 Securities to be sold and not bearing any restrictive legends
                 (unless required by applicable securities laws); and enable
                 such Transfer Restricted Securities to be in such denominations
                 and registered in such names as the Holders or the
                 underwriter(s), if any, may request at least two Business Days
                 before any sale of Transfer Restricted Securities made by such
                 underwriter(s).

                           (xii) Use its best efforts to cause the Transfer
                 Restricted Securities covered by the Shelf Registration
                 Statement to be registered with or approved by such other U.S.
                 governmental agencies or authorities as may be necessary to
                 enable the seller or sellers thereof or the underwriter(s), if
                 any, to consummate the disposition of such Transfer Restricted
                 Securities.

                           (xiii) Subject to Section 4(b)(i) hereof, if any fact
                 or event contemplated by Section 4(b)(iii)(D) hereof shall
                 exist or have occurred, use its reasonable best efforts prepare
                 a supplement or post-effective amendment to the Shelf
                 Registration Statement or related Prospectus or any document
                 incorporated therein by reference or file any other required
                 document so that, as thereafter delivered to the purchasers of
                 Transfer Restricted Securities, the Prospectus will not contain
                 an 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 not misleading.

                           (xiv) Provide CUSIP numbers for all Transfer
                 Restricted Securities not later than the effective date of the
                 Shelf Registration Statement and provide the Trustee under the
                 Indenture with certificates for the Debentures that are in a
                 form eligible for deposit with The Depository Trust Company.

                           (xv) Cooperate and assist in any filings required to
                 be made with the NASD and in the performance of any due
                 diligence investigation by any underwriter that is required to
                 be retained in accordance with the rules and regulations of the
                 NASD.

                           (xvi) Otherwise use its best efforts to comply with
                 all applicable rules and regulations of the Commission and all
                 reporting requirements under the rules and regulations of the
                 Exchange Act.

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                                                                              14

                           (xvii) Cause the Indenture to be qualified under the
                 TIA not later than the effective date of the Shelf Registration
                 Statement required by this Agreement, and, in connection
                 therewith, cooperate with the trustee and the holders of
                 Debentures to effect such changes to the Indenture as may be
                 required for such Indenture to be so qualified in accordance
                 with the terms of the TIA; and execute and use its best efforts
                 to cause the trustee thereunder to execute all documents that
                 may be required to effect such changes and all other forms and
                 documents required to be filed with the Commission to enable
                 such Indenture to be so qualified in a timely manner.

                           (xviii) Cause all Transfer Restricted Securities
                 covered by the Shelf Registration Statement to be listed or
                 quoted, as the case may be, on each securities exchange or
                 automated quotation system on which similar securities issued
                 by the Issuer are then listed or quoted.

                           (xix) Provide promptly to each Holder upon written
                 request each document filed with the Commission pursuant to the
                 requirements of Section 13 and Section 15 of the Exchange Act
                 after the effective date of the Shelf Registration Statement.

                           (xx) If requested by the underwriters, make
                 appropriate officers of the Issuer available to the
                 underwriters for meetings with prospective purchasers of the
                 Transfer Restricted Securities and prepare and present to
                 potential investors customary "road show" material in a manner
                 consistent with other new issuances of other securities similar
                 to the Transfer Restricted Securities.

                 (c) Each Holder agrees by acquisition of a Transfer Restricted
Security that, upon receipt of any notice from the Issuer of the existence of
any fact of the kind described in Section 4(b)(iii)(D) hereof, such Holder will,
and will use its reasonable best efforts to cause any underwriter(s) in an
Underwritten Offering to, forthwith discontinue disposition of Transfer
Restricted Securities pursuant to the Shelf Registration Statement until:

                           (i)      such Holder has received copies of the
                 supplemented or amended Prospectus contemplated by Section
                 4(b)(xiv) hereof; or

                           (ii) such Holder is advised in writing (the "Advice")
                 by the Issuer that the use of the Prospectus may be resumed,
                 and has received copies of any additional or supplemental
                 filings that are incorporated by reference in the Prospectus.

If so directed by the Issuer, each Holder will deliver to the Issuer (at the
Issuer's expense) all

<PAGE>

                                                                              15

copies, other than permanent file copies then in such Holder's possession, of
the Prospectus covering such Transfer Restricted Securities that was current at
the time of receipt of such notice of suspension.

                 (d) Each Holder who intends to be named as a selling Holder in
the Shelf Registration Statement shall furnish to the Issuer in writing, within
20 Business Days after receipt of a request therefor as set forth in a
questionnaire, such information regarding such Holder and the proposed
distribution by such Holder of its Transfer Restricted Securities as the Issuer
may reasonably request for use in connection with the Shelf Registration
Statement or Prospectus or preliminary Prospectus included therein. (The form of
the questionnaire is attached hereto as Exhibit A.) Holders that do not complete
the questionnaire and deliver it to the Issuer shall not be named as selling
securityholders in the Prospectus or preliminary Prospectus included in the
Shelf Registration Statement and therefore shall not be permitted to sell any
Transfer Restricted Securities pursuant to the Shelf Registration Statement.
Each Holder who intends to be named as a selling Holder in the Shelf
Registration Statement shall promptly furnish to the Issuer in writing such
other information as the Issuer may from time to time reasonably request in
writing.

                 (e) Upon the effectiveness of the Shelf Registration Statement,
each Holder shall notify the Issuer at least three Business Days prior to any
intended distribution of Transfer Restricted Securities pursuant to the Shelf
Registration Statement (a "Sale Notice"), which notice shall be effective for
five Business Days. Each Holder of this Security, by accepting the same, agrees
to hold any communication by the Company in response to a Sale Notice in
confidence.

                 5.        REGISTRATION EXPENSES.

                 (a) All expenses incident to the Issuer's performance of or
compliance with this Agreement shall be borne by the Issuer regardless of
whether a Shelf Registration Statement becomes effective, including, without
limitation:

                           (i) all registration and filing fees and expenses
                 (including filings made by any Initial Purchasers or Holders
                 with the NASD);

                           (ii) all fees and expenses of compliance with federal
                 securities and state Blue Sky or securities laws;

                           (iii) all expenses of printing (including printing of
                 Prospectuses and certificates for the Common Stock to be issued
                 upon conversion of the Debentures), messenger and delivery
                 services and telephone;

                           (iv) all fees and disbursements of counsel to the
                 Issuer and, subject to

<PAGE>

                                                                              16

                 Section 5(b) below, the Holders of Transfer Restricted
                 Securities;

                           (v) all application and filing fees in connection
                 with listing (or authorizing for quotation) the Common Stock on
                 a national securities exchange or automated quotation system
                 pursuant to the requirements hereof; and

                           (vi) all fees and disbursements of independent
                 certified public accountants of the Issuer (including the
                 expenses of any special audit and comfort letters required by
                 or incident to such performance).

                 The Issuer shall bear its internal expenses (including, without
limitation, all salaries and expenses of their officers and employees performing
legal, accounting or other duties), the expenses of any annual audit and the
fees and expenses of any Person, including special experts, retained by the
Issuer.

                 (b) In connection with the Shelf Registration Statement
required by this Agreement, the Issuer shall reimburse the Initial Purchasers
and the Holders of Transfer Restricted Securities being registered pursuant to
the Shelf Registration Statement, as applicable, for the reasonable fees and
disbursements of not more than one counsel, which shall be Simpson Thacher &
Bartlett, or such other counsel as may be chosen by a Majority of Holders for
whose benefit the Shelf Registration Statement is being prepared.

                 6.        INDEMNIFICATION AND CONTRIBUTION.

                 (a) The Issuer shall indemnify and hold harmless each Holder,
such Holder's officers and employees and each person, if any, who controls such
Holder within the meaning of the Securities Act (each, an "Indemnified Holder"),
from and against any loss, claim, damage or liability, joint or several, or any
action in respect thereof (including, but not limited to, any loss, claim,
damage, liability or action relating to resales of the Transfer Restricted
Securities), to which such Indemnified Holder may become subject, insofar as any
such loss, claim, damage, liability or action arises out of, or is based upon:

                 (i) any untrue statement or alleged untrue statement of a
        material fact contained in (A) the Shelf Registration Statement or
        Prospectus or any amendment or supplement thereto or (B) any blue sky
        application or other document or any amendment or supplement thereto
        prepared or executed by the Issuer (or based upon written information
        furnished by or on behalf of the Issuer expressly for use in such blue
        sky application or other document or amendment on supplement) filed in
        any jurisdiction specifically for the purpose of qualifying any or all
        of the Transfer Restricted Securities under the securities law of any
        state or other jurisdiction (such application or document being
        hereinafter called a "Blue Sky Application"); or

<PAGE>

                                                                              17

                 (ii) the omission or alleged omission to state therein any
        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 shall reimburse each Indemnified Holder promptly upon demand for any legal
or other expenses reasonably incurred by such Indemnified Holder in connection
with investigating or defending or preparing to defend against any such loss,
claim, damage, liability or action as such expenses are incurred; PROVIDED,
HOWEVER, that the Issuer shall not be liable in any such case to the extent that
any such loss, claim, damage, liability or action arises out of, or is based
upon, any untrue statement or alleged untrue statement or omission or alleged
omission made in the Shelf Registration Statement or Prospectus or amendment or
supplement thereto or Blue Sky Application in reliance upon and in conformity
with written information furnished to the Issuer by or on behalf of any Holder
(or its related Indemnified Holder) specifically for use therein. The foregoing
indemnity agreement is in addition to any liability which the Issuer may
otherwise have to any Indemnified Holder.

                 (b) Each Holder, severally and not jointly, shall indemnify and
hold harmless the Issuer, its officers and employees and each person, if any,
who controls the Issuer within the meaning of the Securities Act, from and
against any loss, claim, damage or liability, joint or several, or any action in
respect thereof, to which the Issuer or any such officer, employee or
controlling person may become subject, insofar as any such loss, claim, damage
or liability or action arises out of, or is based upon:

                 (i) any untrue statement or alleged untrue statement of any
        material fact contained in the Shelf Registration Statement or
        Prospectus or any amendment or supplement thereto or any Blue Sky
        Application; or

                 (ii) the omission or the alleged omission to state therein 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,

but in each case only 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 Issuer by or on behalf of
such Holder (or its related Indemnified Holder) specifically for use therein,
and shall reimburse the Issuer and any such officer, employee or controlling
person promptly upon demand for any legal or other expenses reasonably incurred
by the Issuer or any such officer, employee or controlling person in connection
with investigating or defending or preparing to defend against any such loss,
claim, damage, liability or action as such expenses are incurred. The foregoing
indemnity agreement is in addition to any liability which any Holder may
otherwise have to the Issuer and any such

<PAGE>

                                                                              18

officer, employee or controlling person.

                 (c) Promptly after receipt by an indemnified party under this
Section 6 of notice of any claim or the commencement of any action, the
indemnified party shall, if a claim in respect thereof is to be made against the
indemnifying party under this Section 6, notify the indemnifying party in
writing of the claim or the commencement of that action; PROVIDED, HOWEVER, that
the failure to notify the indemnifying party shall not relieve it from any
liability which it may have under this Section 6 except to the extent it has
been materially prejudiced by such failure and, PROVIDED, FURTHER, that the
failure to notify the indemnifying party shall not relieve it from any liability
which it may have to an indemnified party otherwise than under this Section 6.
If any such claim or action shall be brought against an indemnified party, and
it shall notify the indemnifying party thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it wishes, jointly with
any other similarly notified indemnifying party, to assume the defense thereof
with counsel satisfactory to the indemnified party. After notice from the
indemnifying party to the indemnified party of its election to assume the
defense of such claim or action, the indemnifying party shall not be liable to
the indemnified party under this Section 6 for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense
thereof other than reasonable costs of investigation; PROVIDED, HOWEVER, that a
Majority of Holders shall have the right to employ a single counsel to represent
jointly a Majority of Holders and their respective officers, employees and
controlling persons who may be subject to liability arising out of any claim in
respect of which indemnity may be sought by a Majority of Holders against the
Issuer under this Section 7, if a Majority of Holders shall have reasonably
concluded that there may be one or more legal defenses available to them and
their respective officers, employees and controlling persons that are different
from or additional to those available to the Issuer and its officers, employees
and controlling persons, the fees and expenses of a single separate counsel
shall be paid by the Issuer. No indemnifying party shall:

                 (i) without the prior written consent of the indemnified
        parties (which consent shall not be unreasonably withheld) settle or
        compromise or consent to the entry of any judgment with respect to any
        pending or threatened claim, action, suit or proceeding in respect of
        which indemnification or contribution may be sought hereunder (whether
        or not the indemnified parties are actual or potential parties to such
        claim or action) unless such settlement, compromise or consent includes
        an unconditional release of each indemnified party from all liability
        arising out of such claim, action, suit or proceeding, or

                 (ii) be liable for any settlement of any such action effected
        without its written consent (which consent shall not be unreasonably
        withheld), but if settled with its written consent or if there be a
        final judgment for the plaintiff in any such action, the indemnifying
        party agrees to indemnify and hold harmless any indemnified party from
        and against any loss of liability by reason of such settlement or
        judgment.

<PAGE>

                                                                              19

                 (d) If the indemnification provided for in this Section 6 shall
for any reason be unavailable or insufficient to hold harmless an indemnified
party under Section 6(a) or 6(b) in respect of any loss, claim, damage or
liability (or action in respect thereof) referred to therein, each indemnifying
party shall, in lieu of indemnifying such indemnified party, contribute to the
amount paid or payable by such indemnified party as a result of such loss,
claim, damage or liability (or action in respect thereof):

                  (i) in such proportion as is appropriate to reflect the
        relative benefits received by the Issuer from the offering and sale of
        the Transfer Restricted Securities on the one hand and a Holder with
        respect to the sale by such Holder of the Transfer Restricted Securities
        on the other, or

                 (ii) if the allocation provided by clause (6)(d)(i) is not
        permitted by applicable law, in such proportion as is appropriate to
        reflect not only the relative benefits referred to in clause 6(d)(i) but
        also the relative fault of the Issuer on the one hand and the Holders on
        the other in connection with the statements or omissions or alleged
        statements or alleged omissions that resulted in such loss, claim,
        damage or liability (or action in respect thereof), as well as any other
        relevant equitable considerations.

The relative benefits received by the Issuer on the one hand and a Holder on the
other with respect to such offering and such sale shall be deemed to be in the
same proportion as the total net proceeds from the offering of the Debentures
purchased under the Purchase Agreement (before deducting expenses) received by
the Issuer as set forth in the table on the cover of the Offering Memorandum,
dated October 6, 1999, on the one hand, bear to the total proceeds received by
such Holder with respect to its sale if Transfer Restricted Securities on the
other. The relative fault of the parties shall be determined by reference to
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Issuer on the one hand or the Holders on the other, the intent
of the parties and their relative knowledge, access to information and
opportunity to correct or prevent such statement or omission. The Issuer and
each Holder agree that it would not be just and equitable if the amount of
contribution pursuant to this Section 6(d) were determined by PRO RATA
allocation or by any other method of allocation that does not take into account
the equitable considerations referred to in the first sentence of this paragraph
(d). The amount paid or payable by an indemnified party as a result of the loss,
claim, damage or liability, or action in respect thereof, referred to above in
this Section 6 shall be deemed to include, for purposes of this Section 7, any
legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending or preparing to defend any such
action or claim. Notwithstanding the provisions of this Section 6, no Holder
shall be required to contribute any amount in excess of the amount by which the
total price at which the Transfer Restricted Securities purchased by it were
resold exceeds the amount of any damages which such

<PAGE>

                                                                              20

Holder has otherwise been required to pay by reason of any untrue or alleged
untrue statement or omission or alleged omission. 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. The Holders' obligations to contribute as provided
in this Section 6(d) are several and not joint.

                 7. RULE 144A. In the event the Issuer is not subject to Section
13 or 15(d) of the Exchange Act, the Issuer hereby agrees with each Holder, for
so long as any Transfer Restricted Securities remain outstanding, to make
available to any Holder or beneficial owner of Transfer Restricted Securities in
connection with any sale thereof and any prospective purchaser of such Transfer
Restricted Securities from such Holder or beneficial owner, the information
required by Rule 144A(d)(4) under the Securities Act in order to permit resales
of such Transfer Restricted Securities pursuant to Rule 144A.

                 8. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS. No Holder may
participate in any Underwritten Registration hereunder unless such Holder:

                 (i) agrees to sell such Holder's Transfer Restricted Securities
        on the basis provided in any underwriting arrangements approved by the
        Persons entitled hereunder to approve such arrangements and

                 (ii) completes and executes all reasonable questionnaires,
        powers of attorney, indemnities, underwriting agreements, lock-up
        letters and other documents required under the terms of such
        underwriting arrangements.

                 9. SELECTION OF UNDERWRITERS. The Holders of Transfer
Restricted Securities covered by the Shelf Registration Statement who desire to
do so may sell such Transfer Restricted Securities in an Underwritten Offering.
In any such Underwritten Offering, the investment banker or investment bankers
and manager or managers that will administer the offering will be selected by a
Majority of Holders whose Transfer Restricted Securities are included in such
offering; PROVIDED, that such investment bankers and managers must be reasonably
satisfactory to the Issuer.

                 10.       MISCELLANEOUS.

                 (a) REMEDIES. The Issuer acknowledges and agrees that any
failure by the Issuer to comply with its obligations under Section 2 hereof may
result in material irreparable injury to the Initial Purchasers or the Holders
for which there is no adequate remedy at law, that it will not be possible to
measure damages for such injuries precisely and that, in the event of any such
failure, the Initial Purchasers or any Holder may obtain such relief as may be
required to specifically enforce the Issuer's obligations under Section 2
hereof. The Issuer further agrees to

<PAGE>

                                                                              21

waive the defense in any action for specific performance that a remedy at law
would be adequate.

                 (b) ADJUSTMENTS AFFECTING TRANSFER RESTRICTED SECURITIES. The
Issuer shall not, directly or indirectly, take any action with respect to the
Transfer Restricted Securities as a class that would adversely affect the
ability of the Holders of Transfer Restricted Securities to include such
Transfer Restricted Securities in a registration undertaken pursuant to this
Agreement.

                 (c) NO INCONSISTENT AGREEMENTS. The Issuer will not, on or
after the date of this Agreement, enter into any agreement with respect to its
securities that is inconsistent with the rights granted to the Holders in this
Agreement or otherwise conflicts with the provisions hereof. In addition, the
Issuer shall not grant to any of its security holders (other than the holders of
Transfer Restricted Securities in such capacity) the right to include any of its
securities in the Shelf Registration Statement provided for in this Agreement
other than the Transfer Restricted Securities. Other than the Stock Purchase
Agreement, dated January 18, 1995, between the Issuer and Pfizer, Inc. and the
Stock Purchase Agreement, dated March 1, 1996, as amended, between the Issuer
and Baxter Healthcare Corporation, the Issuer has not previously entered into
any agreement (which has not expired or been terminated) granting any
registration rights with respect to its securities to any Person which rights
conflict with the provisions hereof.

                 (d) AMENDMENTS AND WAIVERS. This Agreement may not be amended,
modified or supplemented, and waivers or consents to or departures from the
provisions hereof may not be given, unless the Issuer has obtained the written
consent of a Majority of Holders.

                 (e) NOTICES. All notices and other communications provided for
or permitted hereunder shall be made in writing by hand-delivery, first-class
mail (registered or certified, return receipt requested), telex, telecopier, or
air courier guaranteeing overnight delivery:

                           (i) if to a Holder, at the address set forth on the
                 records of the registrar under the Indenture or the transfer
                 agent of the Common Stock, as the case may be; and

                           (ii)     if to the Issuer:

                                    Inhale Therapeutic Systems, Inc.
                                    150 Industrial Road
                                    San Carlos, California 94070
                                    Attention: Stephen L. Hurst, Esq.

                                    With a copy to:

                                    Cooley Godward LLP

<PAGE>

                                                                              22

                                    3000 Sand Hill Road
                                    Building #3, suite 230
                                    Menlo Park, California  94025
                                    Attention:  Marc P. Tanoury, Esq.

                 All such notices and communications shall be deemed to have
been duly given: at the time delivered by hand, if personally delivered; five
Business Days after being deposited in the mail, postage prepaid, if mailed;
when answered back, if telexed; when receipt acknowledged, if telecopied; and on
the next Business Day, if timely delivered to an air courier guaranteeing
overnight delivery.

                 (f) SUCCESSORS AND ASSIGNS. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the
parties, including without limitation and without the need for an express
assignment, subsequent Holders of Transfer Restricted Securities; PROVIDED,
HOWEVER, that (i) this Agreement shall not inure to the benefit of or be binding
upon a successor or assign of a Holder unless and to the extent such successor
or assign acquired Transfer Restricted Securities from such Holder and (ii)
nothing contained herein shall be deemed to permit any assignment, transfer or
other disposition of Transfer Restricted Securities in violation of the terms of
the Purchase Agreement or the Indenture. If any transferee of any Holder shall
acquire Transfer Restricted Securities, in any manner, whether by operation of
law or otherwise, such Transfer Restricted Securities shall be held subject to
all of the terms of this Agreement, and by taking and holding such Transfer
Restricted Securities such person shall be conclusively deemed to have agreed to
be bound by and to perform all of the terms and provisions of this Agreement. .

                 (g) COUNTERPARTS. This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

                 (h) SECURITIES HELD BY THE ISSUER OR THEIR AFFILIATES. Whenever
the consent or approval of Holders of a specified percentage of Transfer
Restricted Securities is required hereunder, Transfer Restricted Securities held
by the Issuer or its "affiliates" (as such term is defined in Rule 405 under the
Securities Act) shall not be counted in determining whether such consent or
approval was given by the Holders of such required percentage.

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

                 (j) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

<PAGE>

                                                                              23

                 (k) SEVERABILITY. If any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.

                 (l) ENTIRE AGREEMENT. This Agreement is intended by the parties
as a final expression of their agreement and intended to be a complete and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein. There are no restrictions,
promises, warranties or undertakings, other than those set forth or referred to
herein with respect to the registration rights granted by the Issuer with
respect to the Transfer Restricted Securities. This Agreement supersedes all
prior agreements and understandings between the parties with respect to such
subject matter.

<PAGE>

                                                                              24

                 In Witness Whereof, the parties have executed this Agreement as
of the date first written above.

<PAGE>

                                                                            25




                                          Inhale Therapeutic Systems, Inc.



                                          By  /s/ Robert Chess
                                            ----------------------------------
                                                 NAME:
                                                 TITLE:

                                          Lehman Brothers Inc.
                                          Deutsche Bank Securities Inc.
                                          U.S. Bancorp Piper Jaffray Inc.

                                          By:  Lehman Brothers Inc.


                                          By  /s/ Edward Breck
                                            ----------------------------------
                                                 AUTHORIZED REPRESENTATIVE

<PAGE>

                                                                             26

                                                                      EXHIBIT A


                        INHALE THERAPEUTIC SYSTEMS, INC.

             FORM OF SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE

         The undersigned beneficial holder of 6 3/4% Convertible Subordinated
Debentures due 2006 (the "Debentures") of Inhale Therapeutic Systems, Inc. (the
"Issuer"), or common stock, par value $.001 per share (the "Shares" and together
with the Debentures, the "Transfer Restricted Securities") of the Issuer
understands that the Issuer has filed, or intends to file, with the Securities
and Exchange Commission (the "Commission") a registration statement (the "Shelf
Registration Statement"), for the registration and resale under Rule 415 of the
Securities Act of 1933, as amended (the "Securities Act"), of the Transfer
Restricted Securities in accordance with the terms of the Registration Rights
Agreement, dated as of October 13, 1999 (the "Registration Rights Agreement")
between the Issuer and Lehman Brothers Inc., Deutsche Bank Securities Inc. and
U.S. Bancorp Piper Jaffray Inc. A copy of the Registration Rights Agreement is
available from the Issuer upon request at the address set forth below. All
capitalized terms not otherwise defined herein have the meaning ascribed thereto
in the Registration Rights Agreement.

         Each beneficial owner of Transfer Restricted Securities is entitled to
the benefits of the Registration Rights Agreement. In order to sell or otherwise
dispose of any Transfer Restricted Securities pursuant to the Shelf Registration
Statement, a beneficial owner of Transfer Restricted Securities generally will
be required to be named as a selling securityholder in the related Prospectus,
deliver a Prospectus to purchasers of Transfer Restricted Securities and be
bound by those provisions of the Registration Rights Agreement applicable to
such beneficial owner (including certain indemnification provisions, as
described below). BENEFICIAL OWNERS THAT DO NOT COMPLETE THIS NOTICE AND
QUESTIONNAIRE WITHIN 20 BUSINESS DAYS OF RECEIPT HEREOF AND DELIVER IT TO THE
ISSUER AS PROVIDED BELOW WILL NOT BE NAMED AS SELLING SECURITYHOLDERS IN THE
PROSPECTUS AND THEREFORE WILL NOT BE PERMITTED TO SELL ANY TRANSFER RESTRICTED
SECURITIES PURSUANT TO THE SHELF REGISTRATION STATEMENT.

         Certain legal consequences arise from being named as a selling
securityholder in the Shelf Registration Statement and the related Prospectus.
Accordingly, holders and beneficial owners of Transfer Restricted Securities are
advised to consult their own securities law counsel regarding the consequences
of being named or not being named as a selling securityholder in the Shelf
Registration Statement and the related Prospectus.

<PAGE>

         NOTICE

         The undersigned beneficial owner (the "Selling Securityholder") of
Transfer Restricted Securities hereby gives notice to the Issuer of its
intention to sell or otherwise dispose of Transfer Restricted Securities
beneficially owned by it and listed below in Item 3 (unless otherwise specified
under Item 3) pursuant to the Shelf Registration Statement. The undersigned, by
signing and returning this Notice and Questionnaire, understands that it will be
bound by the terms and conditions of this Notice and Questionnaire and the
Registration Rights Agreement.

         Pursuant to the Registration Rights Agreement, the undersigned has
agreed to indemnify and hold harmless the Issuer, the Issuer's directors, the
Issuer's officers who sign the Shelf Registration Statement and each person, if
any, who controls the Issuer within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act, from and against certain
losses arising in connection with statements concerning the undersigned made in
the Shelf Registration Statement or the related Prospectus in reliance upon the
information provided in this Notice and Questionnaire.

         The undersigned hereby provides the following information to the Issuer
and represents and warrants that such information is accurate and complete:

                                  QUESTIONNAIRE

1.       (a)      Full legal name of Selling Securityholder:


         (b)      Full legal name of registered holder (if not the same as (a)
                  above) through which Transfer Restricted Securities listed in
                  (3) below are held:


         (c)      Full legal name of DTC participant (if applicable and if not
                  the same as (b) above) through which Transfer Restricted
                  Securities listed in (3) are held:


2.       Address for notices to Selling Securityholders:

         Telephone:

         Fax:

         Contact Person:

<PAGE>

3.       Beneficial ownership of Transfer Restricted Securities:

         (a) Type of Transfer Restricted Securities beneficially owned, and
             principal amount of Debentures or number of shares of Common
             Stock, as the case may be, beneficially owned:





         (b) CUSIP No(s). of such Transfer Restricted Securities beneficially
             owned:




4.       Beneficial ownership of the Issuer's securities owned by the Selling
Securityholder:

         EXCEPT AS SET FORTH BELOW IN THIS ITEM (4), THE UNDERSIGNED IS NOT THE
         BENEFICIAL OR REGISTERED OWNER OF ANY SECURITIES OF THE ISSUER OTHER
         THAN THE TRANSFER RESTRICTED SECURITIES LISTED ABOVE IN ITEM (3)
         ("OTHER SECURITIES").

         (a) Type and amount of Other Securities beneficially owned by the
             Selling Securityholder:


         (b) CUSIP No(s). of such Other Securities beneficially owned:


5.       Relationship with the Issuer

         Except as set forth below, neither the undersigned nor any of its
         affiliates, officers, directors or principal equity holders (5% or
         more) has held any position or office or has had any other material
         relationship with the Issuer (or their predecessors or affiliates)
         during the past three years.

         State any exceptions here:



6.       Plan of Distribution

         Except as set forth below, the undersigned (including its donees or
         pledgees) intends to distribute the Transfer Restricted Securities
         listed above in Item (3) pursuant to the Shelf Registration Statement
         only as follows (if at all). Such Transfer Restricted Securities may be
         sold from time to time directly by the undersigned or, alternatively,
         through underwriters, broker-dealers or agents. If the Transfer
         Restricted Securities are sold through underwriters or broker-dealers,
         the Selling Securityholder will be responsible for underwriting
         discounts or commissions or agent's commissions. Such Transfer
         Restricted Securities

<PAGE>

         may be sold in one or more transactions at fixed prices, at prevailing
         market prices at the time of sale, at varying prices determined at the
         time of sale, or at negotiated prices. Such sales may be effected in
         transactions (which may involve crosses or block transactions):


                         (i) on any national securities exchange or quotation
                  service on which the Transfer Restricted Securities may be
                  listed or quoted at the time of sale;

                         (ii)  in the over-the-counter market;

                         (iii) in transactions otherwise than on such exchanges
                  or services or in the over-the-counter market; or

                         (iv) through the writing of options.

         In connection with sales of the Transfer Restricted Securities or
         otherwise, the undersigned may enter into hedging transactions with
         broker-dealers, which may in turn engage in short sales of the Transfer
         Restricted Securities and deliver Transfer Restricted Securities to
         close out such short positions, or loan or pledge Transfer Restricted
         Securities to broker-dealers that in turn may sell such securities.

         State any exceptions here:



         Note: In no event will such method(s) of distribution take the form of
an underwritten offering of the Transfer Restricted Securities without the prior
agreement of the Issuer.

         The undersigned acknowledges that it understands its obligation to
comply with the provisions of the Exchange Act and the rules and regulations
promulgated thereunder relating to stock manipulation, particularly Regulation M
thereunder (or any successor rules or regulations), in connection with any
offering of Transfer Restricted Securities pursuant to the Shelf Registration
Statement. The undersigned agrees that neither it nor any person acting on its
behalf will engage in any transaction in violation of such provisions.

         The Selling Securityholder hereby acknowledges its obligations under
the Registration Rights Agreement to indemnify and hold harmless certain persons
as set forth therein.

         Pursuant to the Registration Rights Agreement, the Issuer has agreed
under certain circumstances to indemnify the Selling Securityholders against
certain liabilities.

         In accordance with the undersigned's obligation under the Registration
Rights Agreement

<PAGE>

to provide such information as may be required by law for inclusion in the Shelf
Registration Statement, the undersigned agrees to promptly notify the Issuer of
any inaccuracies or changes in the information provided herein that may occur
subsequent to the date hereof at any time while the Shelf Registration Statement
remains effective. All notices hereunder and pursuant to the Registration Rights
Agreement shall be made in writing at the address set forth below.

         By signing below, the undersigned consents to the disclosure of the
information contained herein in its answers to items (1) through (6) above and
the inclusion of such information in the Shelf Registration Statement and the
related Prospectus. The undersigned understands that such information will be
relied upon by the Issuer in connection with the preparation or amendment of the
Shelf Registration Statement and the related Prospectus.

         IN WITNESS WHEREOF, the undersigned, by authority duly given, has
caused this Notice and Questionnaire to be executed and delivered either in
person or by its duly authorized agent.

Dated:

Beneficial Owner

By:
   --------------------------------------------
       Name:
       Title:



Please return the completed and executed Notice and Questionnaire to Inhale
Therapeutic Systems, Inc. at:

                  Inhale Therapeutic Systems, Inc.
                  150 Industrial Road
                  San Carlos, California 94070
                  Attention: Stephen L. Hurst, Esq.