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                              INHALE COMMON STOCK

                         REGISTRATION RIGHTS AGREEMENT

        THIS INHALE COMMON STOCK REGISTRATION RIGHTS AGREEMENT (the
"Agreement") is entered into as of the ____ day of January 2000, by and among
INHALE THERAPEUTIC SYSTEMS, INC., a Delaware corporation (the "Company"), and
ALLIANCE PHARMACEUTICALS CORP., a New York Corporation (referred to
alternatively herein as, the "Holder" or the "Stockholder").

                                   RECITALS

        WHEREAS, the Company and Stockholder entered into a Common Stock
Purchase Agreement dated November 4, 1999 (the "Common Stock Purchase
Agreement") whereby the Company issued 180,099 shares of its Common Stock to
Stockholder in connection with that certain Asset Purchase Agreement dated
October 4, 1999 by and between the Company and Stockholder; and

        WHEREAS, the Company and Stockholder wish to provide for certain
registration rights with respect to the Shares as set forth in this
Agreement;

        NOW, THEREFORE, in consideration of the mutual promises,
representations, warranties, covenants and conditions set forth in this
Agreement, the parties mutually agree as follows:

                                  ARTICLE 1

                                   GENERAL

        1.1  DEFINITIONS.  As used in this Agreement the following terms
shall have the following respective meanings:

        "FORM S-3" means such form under the Securities Act as in effect on
the date hereof or any successor registration form under the Securities Act
subsequently adopted by the SEC which permits inclusion or incorporation of
substantial information by reference to other documents filed by the Company
with the SEC.

        "REGISTER," "REGISTERED," AND "REGISTRATION" refer to a registration
effected by preparing and filing a registration statement in compliance with
the Securities Act, and the declaration or ordering of effectiveness of such
registration statement or document.

        "REGISTRABLE SECURITIES" means (i) the Shares and (ii) any Common
Stock of the Company issued as (or issuable upon the conversion or exercise
of any warrant, right or other security which is issued as) a dividend or
other distribution with respect to, or in exchange for or in replacement of,
the Shares.  Notwithstanding the foregoing, Registrable Securities shall not
include (i) any securities sold by a person to the public either pursuant to
a registration statement or Rule 144 or sold in a private transaction or (ii)
any securities which may be sold by a Holder under Rule 144 during any ninety
(90) day period.

        "REGISTRATION EXPENSES" shall mean all expenses incurred by the
Company in complying with Section 2.1 hereof, including, without limitation,
all registration and filing fees, printing expenses, fees and disbursements
of counsel for the Company, blue sky fees and expenses and the expense of any
special audits incident to or required by any such registration (but
excluding the compensation of regular employees of the Company which shall be
paid in any event by the Company).

                                       1.

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        "SEC" OR "COMMISSION" means the Securities and Exchange Commission.

        "SECURITIES ACT" shall mean the Securities Act of 1933, as amended.

        "SELLING EXPENSES" shall mean all underwriting discounts and selling
commissions applicable to the sale.

        "SHARES" shall mean the Company's Common Stock issued to the
Stockholders pursuant to the Stock Purchase Agreement.

                                   ARTICLE 2

                     REGISTRATION; RESTRICTIONS ON TRANSFER

        2.1  FORM S-3 REGISTRATION.  As soon as practicable after the date of
this Agreement, the Company shall use its reasonable efforts to file with the
SEC a Form S-3 registration statement covering the Registrable Securities and
as soon as practicable thereafter, effect such registration and all such
qualifications and compliances as would permit or facilitate the sale and
distribution of the Registrable Securities; provided, however, that the
Company shall not be obligated to effect any such registration, qualification
or compliance pursuant to this Section 2.1: (i) if Form S-3 is not available
for such offering by Stockholder or (ii) in any particular jurisdiction in
which the Company would be required to qualify to do business or to execute a
general consent to service of process in effecting such registration,
qualification or compliance; provided further, that the Company shall be
under no obligation to effect such registration until it shall have received
reasonable assurance that the registration of Stockholder's Common Stock held
by the Company pursuant to that certain Alliance Common Stock Registration
Rights Agreement dated of even date herewith shall be effected concurrently
with the registration contemplated herein.

        Notwithstanding any other provision of this Agreement, Stockholder
understands that there may be periods during which the Company's Board of
Directors may determine, in good faith, that it is in the best interest of
the Company and its stockholders to defer disclosure of non-public
information until such information has reached a more advanced stage and that
during such periods sales of Registrable Securities and the effectiveness of
any registration statement covering Registrable Securities may be suspended
or delayed.  Stockholder agrees to provide three (3) days advance notice of
any proposed sale by Stockholder of any Registrable Securities.  Stockholder
agrees that upon receipt of any notice from the Company of the development of
any material non-public information, Stockholder will forthwith discontinue
its disposition of Registrable Securities pursuant to the registration
statement relating to such Registrable Securities until Stockholder's receipt
of copies of an appropriately supplemented or amended prospectus and, if so
directed by the Company, Stockholder will use its best efforts to deliver to
the Company all copies, other than permanent file copies then in
Stockholder's possession, of the prospectus relating to such Registrable
Securities current at the time of receipt of such notice.

        2.2  EXPENSES OF REGISTRATION.  All Registration Expenses incurred in
connection with any registration pursuant to Section 2.1 shall be borne by
the Company.  All Selling Expenses incurred in connection with any
registrations hereunder, shall be borne by Stockholder.

        2.3  OBLIGATIONS OF THE COMPANY.  In connection with the registration
of the Registrable Securities, the Company shall, as expeditiously as
reasonably possible:

             (a)  Prepare and file with the SEC a registration statement on
the date of this Agreement with respect to such Registrable Securities and
use its best efforts to cause such registration

                                      2.

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statement to become effective, and, keep such registration statement
effective until the earlier of (i) November 4, 2000 or (ii) the date on which
all Registrable Securities covered by the registration statement have been
sold.

             (b)  Prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in
connection with such registration statement as may be necessary to comply
with the provisions of the Securities Act with respect to the disposition of
all securities covered by such registration statement.

             (c)  Furnish to Stockholder such number of copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the Securities Act, and such other documents as it may
reasonably request in order to facilitate the disposition of Registrable
Securities owned by them.

             (d)  Use its best efforts to register and qualify the securities
covered by such registration statement under such other securities or Blue
Sky laws of such jurisdictions as shall be reasonably requested Stockholder,
provided that the Company shall not be required in connection therewith or as
a condition thereto to qualify to do business or to file a general consent to
service of process in any such states or jurisdictions.

             (e)  Notify Stockholder at any time when a prospectus relating
thereto is required to be delivered under the Securities Act of the happening
of any event as a result of which the prospectus included in such
registration statement, as then in effect, includes an untrue statement of a
material fact or omits to state a material fact required to be stated therein
or necessary to make the statements therein not misleading in the light of
the circumstances then existing.

        2.4  TERMINATION OF REGISTRATION RIGHTS.  All registration rights
granted under this Article 2 shall terminate and be of no further force and
effect on the earlier of (i) November 4, 2000, or (ii) the date on which all
Registrable Securities covered by the registration statement have been sold.

        2.5  DELAY OF REGISTRATION.  No Holder shall have any right to obtain
or seek an injunction restraining or otherwise delaying any such registration
as the result of any controversy that might arise with respect to the
interpretation or implementation of this Article 2.

        2.6  NO ASSIGNMENT OF REGISTRATION RIGHTS.  The rights to cause the
Company to register Registrable Securities pursuant to this Article 2 may not
be assigned by Stockholder to any transferee or assignee of Registrable
Securities.

                                    ARTICLE 3

                                 INDEMNIFICATION

        3.1  INDEMNIFICATION.  In the event any Registrable Securities are
included in a registration statement under Section 2.1:

             (a)  To the extent permitted by law, the Company will indemnify
and hold harmless Stockholder, the partners, officers and directors of
Stockholder, any underwriter (as defined in the Securities Act) for
Stockholder and each person, if any, who controls Stockholder or underwriter
within the meaning of the Securities Act or the Exchange Act, against any
losses, claims, damages, or liabilities (joint or several) to which they may
become subject under the Securities Act, the Exchange Act or other federal or
state law, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof)

                                       3.

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arise out of or are based upon any of the following statements, omissions or
violations (collectively a "Violation") by the Company: (i) any untrue
statement or alleged untrue statement of a material fact contained in such
registration statement, including any preliminary prospectus or final
prospectus contained therein or any amendments or supplements thereto, (ii)
the omission or alleged omission to state therein a material fact required to
be stated therein, or necessary to make the statements therein not
misleading, or (iii) any violation or alleged violation by the Company of the
Securities Act, the Exchange Act, any state securities law or any rule or
regulation promulgated under the Securities Act, the Exchange Act or any
state securities law in connection with the offering covered by such
registration statement; and the Company will pay as incurred to Stockholder
and each such partner, officer, director, underwriter or controlling person
for any legal or other expenses reasonably incurred by them in connection
with investigating or defending any such loss, claim, damage, liability or
action; provided however, that the indemnity agreement contained in this
Section 3.1(a) shall not apply to amounts paid in settlement of any such
loss, claim, damage, liability or action if such settlement is effected
without the consent of the Company, which consent shall not be unreasonably
withheld, nor shall the Company be liable in any such case for any such loss,
claim, damage, liability or action to the extent that it arises out of or is
based upon a Violation which occurs in reliance upon and in conformity with
written information furnished expressly for use in connection with such
registration by Stockholder or any partner, officer, director, underwriter or
controlling person of Stockholder.

             (b)  To the extent permitted by law, Stockholder will indemnify
and hold harmless the Company, each of its directors, its officers and each
person, if any, who controls the Company within the meaning of the Securities
Act, and any underwriter against any losses, claims, damages or liabilities
(joint or several) to which the Company or any such director, officer,
controlling person or underwriter may become subject under the Securities
Act, the Exchange Act or other federal or state law, insofar as such losses,
claims, damages or liabilities (or actions in respect thereto) arise out of
or are based upon any Violation, in each case to the extent (and only to the
extent) that such Violation occurs in reliance upon and in conformity with
written information furnished by Stockholder under an instrument duly
executed by Stockholder and stated to be specifically for use in connection
with such registration; and Stockholder will pay as incurred any legal or
other expenses reasonably incurred by the Company or any such director,
officer, controlling person or underwriter in connection with investigating
or defending any such loss, claim, damage, liability or action if it is
judicially determined that there was such a Violation; provided, however,
that the indemnity agreement contained in this Section 3.1(b) shall not apply
to amounts paid in settlement of any such loss, claim, damage, liability or
action if such settlement is effected without the consent of Stockholder,
which consent shall not be unreasonably withheld; provided further, that in
no event shall any indemnity under this Section 3.1 exceed the net proceeds
from the offering received by Stockholder.

             (c)  Promptly after receipt by an indemnified party under this
Section 3.1 of notice of the commencement of any action (including any
governmental action), such indemnified party will, if a claim in respect
thereof is to be made against any indemnifying party under this Section 3.1,
deliver to the indemnifying party a written notice of the commencement
thereof and the indemnifying party shall have the right to participate in,
and, to the extent the indemnifying party so desires, jointly with any other
indemnifying party similarly noticed, to assume the defense thereof with
counsel mutually satisfactory to the parties; provided, however, that an
indemnified party shall have the right to retain its own counsel, with the
fees and expenses to be paid by the indemnifying party, if representation of
such indemnified party by the counsel retained by the indemnifying party
would be inappropriate due to actual or potential differing interests between
such indemnified party and any other party represented by such counsel in
such proceeding.  The failure to deliver written notice to the indemnifying
party within a reasonable time of the commencement of any such action, if
materially prejudicial to its ability to defend such action, shall relieve
such indemnifying party of any liability to the indemnified party under this
Section 3.1, but

                                       4.

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the omission so to deliver written notice to the indemnifying party will not
relieve it of any liability that it may have to any indemnified party
otherwise than under this Section 3.1.

             (d)  If the indemnification provided for in this Section 3.1 is
held by a court of competent jurisdiction to be unavailable to an indemnified
party with respect to any losses, claims, damages or liabilities referred to
herein, the indemnifying party, in lieu of indemnifying such indemnified
party thereunder, shall to the extent permitted by applicable law contribute
to the amount paid or payable by such indemnified party as a result of such
loss, claim, damage or liability in such proportion as is appropriate to
reflect the relative fault of the indemnifying party on the one hand and of
the indemnified party on the other in connection with the Violation(s) that
resulted in such loss, claim, damage or liability, as well as any other
relevant equitable considerations.  The relative fault of the indemnifying
party and of the indemnified party shall be determined by a court of law by
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission to state a material fact relates
to information supplied by the indemnifying party or by the indemnified party
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission; provided, that
in no event shall any contribution by Stockholder hereunder exceed the net
proceeds from the offering received by Stockholder.

             (e)  The obligations of the Company and Holders under this
Section 3.1 shall survive completion of any offering of Registrable
Securities in a registration statement and the termination of this agreement.
 No indemnifying party, in the defense of any such claim or litigation,
shall, except with the consent of each indemnified party, consent to entry of
any judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
indemnified party of a release from all liability in respect to such claim or
litigation.

                                   ARTICLE 4

                                 MISCELLANEOUS

        4.1  GOVERNING LAW.  This Agreement shall be governed by and
construed under the laws of the State of California as applied to agreements
among California residents entered into and to be performed entirely within
California.

        4.2  SUCCESSORS AND ASSIGNS.  Except as otherwise expressly provided
herein, the provisions hereof shall inure to the benefit of, and be binding
upon, the successors, assigns, heirs, executors, and administrators of the
parties hereto.

        4.3  SEPARABILITY.  In case any provision of the Agreement shall be
invalid, illegal, or unenforceable, the validity, legality, and
enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.

        4.4  AMENDMENT AND WAIVER.

             (a) Except as otherwise expressly provided, this Agreement may
be amended or modified only upon the written consent of the Company and
Stockholder.

             (b)  Except as otherwise expressly provided, the obligations of
the Company and the rights of Stockholder under this Agreement may be waived
only with the written consent of Stockholder.

        4.5  DELAYS OR OMISSIONS.  It is agreed that no delay or omission to
exercise any right, power, or remedy accruing to Stockholder, upon any
breach, default or noncompliance of the Company under

                                      5.

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this Agreement shall impair any such right, power, or remedy, nor shall it be
construed to be a waiver of any such breach, default or noncompliance, or any
acquiescence therein, or of any similar breach, default or noncompliance
thereafter occurring.  It is further agreed that any waiver, permit, consent,
or approval of any kind or character on Stockholder's part of any breach,
default or noncompliance under the Agreement or any waiver on such
Stockholder's part of any provisions or conditions of this Agreement must be
in writing and shall be effective only to the extent specifically set forth
in such writing.  All remedies, either under this Agreement, by law, or
otherwise afforded to Stockholder, shall be cumulative and not alternative.

        4.6  NOTICES.  All notices required or permitted hereunder shall be
in writing and shall be deemed effectively given: (i) upon personal delivery
to the party to be notified, (ii) when sent by confirmed telex or facsimile
if sent during normal business hours of the recipient; if not, then on the
next business day, (iii) five (5) days after having been sent by registered
or certified mail, return receipt requested, postage prepaid, or (iv) one (1)
day after deposit with a nationally recognized overnight courier, specifying
next day delivery.  All communications shall be sent to the party to be
notified at the address as set forth on the signature page hereto or at such
other address as such party may designate by ten (10) days advance written
notice to the other parties hereto.

        4.7  TITLES AND SUBTITLES.  The titles of the sections and
subsections of this Agreement are for convenience of reference only and are
not to be considered in construing this Agreement.

        4.8  COUNTERPARTS.  This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.

                                       6.

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        IN WITNESS WHEREOF, the parties hereto have executed this Inhale
Common Stock Registration Rights Agreement as of the date set forth in the
first paragraph hereof.



INHALE THERAPEUTIC SYSTEMS, INC.                ALLIANCE PHARMACEUTICALS CORP.


By:_____________________________                By:____________________________
    Print Name                                       Print Name

Title:__________________________                Title:_________________________
         Signature                                      Signature

Address:                                        Address:

150 Industrial Road                             3040 Science Park Road
San Carlos, CA 94070                            San Diego, CA 92121
Attn: General Counsel                           Attn: General Counsel




                                       7.