<Page>


                                                                 Exhibit 10(lll)


                                 THIRD AMENDMENT
                                       TO
                        OPTISON PRODUCT RIGHTS AGREEMENT


         THIS THIRD AMENDMENT to that certain Optison Product Rights Agreement
("Amendment") is made as of the 6th day of August, 2001, by and between
Mallinckrodt Inc., a Delaware corporation, with its principal place of business
at 675 McDonnell Boulevard, P.O. Box 5840, St. Louis, Missouri 63134
("Mallinckrodt"), and Molecular Biosystems, Inc., a Delaware corporation
("MBI"), with its principal place of business at 9333 Genesee Avenue, Suite 300,
San Diego, California 92121.

                                    RECITALS

         A.       Mallinckrodt and MBI are parties to the Optison Product Rights
Agreement, dated as of May 8, 2000, as previously amended by the First Amendment
thereto, dated August 7, 2000, and by the Second Amendment thereto, dated as of
October 13, 2000 (such agreement, as so amended, being hereinafter referred to
as "OPRA").

         B.       MBI has been acquired by Alliance Pharmaceutical Corp., a New
York corporation ("Alliance"), and MBI is, as of the date of this Amendment, a
wholly-owned subsidiary of Alliance. MBI has retained, as between Alliance and
MBI, all rights in and to OPTISON and the related Patents and Know-How (as each
such term is defined in OPRA). Alliance has consented to the execution, delivery
and performance of this Amendment by MBI.

         C.       Mallinckrodt has decided to exit the business of marketing and
selling Optison (the "Business"). As a result of such decision, the parties have
agreed to modify the provisions of OPRA in the manner provided for herein.

         NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree to amend OPRA as follows:

         1.       DEFINITIONS. Unless otherwise specifically provided herein,
all terms used in this Amendment with initial capital letters shall be defined
in the same manner as provided for in Article 1 of OPRA.

         2.       EXITING THE BUSINESS. Mallinckrodt intends to exit the
Business on or before December 31, 2001. Mallinckrodt will continue to
manufacture OPTISON for an indefinite time period following December 31, 2001,
to fill orders placed by Nycomed Amersham Imaging ("Nycomed").

         3.       CERTAIN PAYMENTS COMPLETED. The parties agree that all
payments to either Mallinckrodt or MBI pursuant to Section 3.01 and 3.02 have
been made in their entirety.

         4.       CHUGAI MILESTONE. Section 3.03 of OPRA is deleted in its
entirety. Mallinckrodt waives any and all rights to any milestone payments under
the Chugai Agreement.

---------
* Indicates confidential information which has been omitted and filed separately
with the Securities and Exchange Commission.


<Page>


         5.       ROYALTY OBLIGATIONS. The obligation of Mallinckrodt to pay
royalties on sales of OPTISON and other Ultrasound Contrast Products, as
provided for in Article 5 of OPRA, is amended as follows:

(a)      Concurrent with the execution of this Agreement, Mallinckrodt will pay
an agreement modification fee to MBI in the amount of $5,000,000 and any
royalties accrued through June 30, 2001. Mallinckrodt will make such payment by
means of wire transfer pursuant to instructions provided by MBI.

(b)      The introductory clause in Section 5.02 of OPRA is deleted in its
entirety and the following is inserted in lieu thereof:

"Mallinckrodt shall pay MBI a royalty of (1) * of any Net Sales of OPTISON and
other Ultrasound Contrast Products * during the period beginning on October 1,
2001, and ending on September 30, 2002, and (2) * of any Net Sales of OPTISON
and other Ultrasound Contrast Products * during the period beginning on October
1, 2002, and ending on September 30, 2003, when such sales are made by:"

Subsections (a), (b) and (c) of Section 5.02 are not amended.

(c)      In consideration of (1) the payment by Mallinckrodt of the fee and
royalties to MBI as provided for in subsections (a) and (b) above, and (2) the
waiver by Mallinckrodt of all rights to the Chugai Milestone, MBI releases and
forever discharges Mallinckrodt from any and all other royalty obligations
relating in any manner whatsoever to (i) the Patents and/or the Know-How and
(ii) OPTISON and/or any other Ultrasound Contrast Product. Upon payment of the
fee and royalties by Mallinckrodt to MBI as provided for in subsections (a) and
(b) above and subject to the terms and conditions of OPRA, as hereby amended,
the licenses granted to Mallinckrodt under Sections 4.01 and 4.02 of OPRA shall
be deemed exclusive, royalty-free, and perpetual, and shall otherwise continue
in accordance with their respective terms. These licenses are non-cancelable
except as provided in Article 11.

(d)      Section 5.03 of OPRA is deleted in its entirety.

(e)      Section 5.04 of OPRA is amended as follows:

         (i)      The first sentence of Section 5.04(a) is deleted in its
entirety and is replaced with the following: "Within * after September 30, 2002,
and September 30, 2003, respectively, Mallinckrodt shall deliver to MBI a true
and accurate report of the Net Sales of OPTISON or other Ultrasound Contrast
Products sold during the preceding 12 month period and for which royalties are
payable pursuant to Section 5.02."

         (ii)     The third and fourth sentences of Section 5.04(a) are deleted.

         (iii)    Section 5.04(b) is deleted in its entirety and is replaced
with the following: "Mallinckrodt shall pay MBI in U.S. Dollars the full amount
of all royalty payments due under Section 5.02 of this Agreement, if any, with
each annual report call for by subsection (a)."


---------
* Indicates confidential information which has been omitted and filed separately
with the Securities and Exchange Commission.


<Page>


         (iv)     The second sentence of Section 5.04(c) is amended by replacing
the words "calendar quarter" with "12 month period."

(f)      The provisions of Section 5.05 of OPRA will remain in effect, except
(1) Mallinckrodt will have no obligation to make any royalty payments under the
Feinstein License Agreement to MBI against royalty prepayments previously made
by MBI to Dr. Feinstein, and (2) the obligations of Mallinckrodt under Section
5.05(c) of OPRA, as clarified in Section 1 of the First Amendment to OPRA, to
use good faith efforts to utilize the * between such parties, and to repay all
or part of such advance to MBI under the circumstances provided for in the First
Amendment to OPRA, are terminated.

         6.       MANUFACTURING; CLINICAL DEVELOPMENT; PATENT MAINTENANCE AND
PROSECUTION. MBI releases Mallinckrodt from any and all obligations relating to
the manufacture of OPTISON (Article 6 of OPRA) except for the obligations
imposed under Section 6.06 with respect to OPTISON that is manufactured by
Mallinckrodt, development of OPTISON (Article 7 of OPRA), and patent prosecution
and maintenance (Article 8 of OPRA), although Mallinckrodt will attempt to
transfer obligations for patent maintenance and prosecution to Nycomed,
including obligations to maintain patents licensed to MBI pursuant to the
Restated License Agreement dated as of June 1, 1989 between MBI and Dr. Steven
Feinstein. If Nycomed does not agree in writing to maintain all such patents or
to prosecute patent applications within 90 days of the date of this Amendment,
MBI may elect in its sole discretion and at its sole expense to maintain and/or
prosecute such patents, but shall have no obligation to do so.

         7.       INTELLECTUAL PROPERTY DISPUTES AND INDEMNIFICATION.
Mallinckrodt will continue to perform the obligations provided for in Section
9.01 of OPRA (intellectual property disputes). Section 9.02 of OPRA is deleted,
and MBI waives and releases Mallinckrodt from any obligations thereunder.

         8.       TRANSITIONAL AND OTHER MATTERS. The obligations of
Mallinckrodt under Article 10 of OPRA are terminated, except that (a)
Mallinckrodt will continue to be responsible for severance payments to the
Outsourcing Employees on the terms provided for in Section 10.04, (b) the
obligations of Section 10.03 shall remain in effect, and (c) Mallinckrodt will
continue to honor the indemnification provisions set forth in Section 10.05.
Consistent with the foregoing, Sections 10.01 and 10.02 of OPRA are deleted.

         9.       TERMINATION RIGHTS. Section 11.02(b) of OPRA is amended by
replacing "60 days" with "90 days."

         10.      ASSIGNMENT. With respect to Article 12 of OPRA, MBI hereby
consents to the assignment by Mallinckrodt to Nycomed (or its designees) of any
and all rights and obligations of Mallinckrodt under OPRA, as hereby amended,
and hereby waives any requirement that Mallinckrodt guarantee the performance of
this Agreement by such assignee; provided, that to the extent Mallinckrodt
assigns any obligations under OPRA to Nycomed (or its designees), the foregoing
consent and waiver by MBI is conditioned upon the assumption of such obligations
by Nycomed.

         11.      RELEASES.


---------
* Indicates confidential information which has been omitted and filed separately
with the Securities and Exchange Commission.


<Page>


(a)      Except as specifically provided in this Amendment, MBI releases
Mallinckrodt, its Affiliates, and their respective current and former officers,
directors, employees, agents and attorneys from any and all claims arising under
or in connection with OPRA, any predecessor or related agreement with
Mallinckrodt, or otherwise relating to OPTISON. Neither MBI nor its Affiliates
will assert, or assist others in asserting, any claims released under this
Section.

(b)      Except as specifically provided in this Amendment, Mallinckrodt
releases MBI, its Affiliates, and their respective current and former officers,
directors, employees, agents and attorneys from any and all claims arising under
or in connection with OPRA, any predecessor or related agreement with MBI, or
otherwise relating to OPTISON. Neither Mallinckrodt nor its Affiliates will
assert, or assist others in asserting, any claims released under this Section.

         12.      COOPERATION. MBI and Mallinckrodt will continue to cooperate
with each other in the manner and instances provided for in OPRA. Without
limiting the generality of the foregoing, MBI will assist Mallinckrodt in
transferring the Business (and any related Patent Rights and Know-How) to
Nycomed or its designees. Mallinckrodt will reimburse any reasonable
out-of-pocket costs or expenses incurred by MBI in providing such assistance.

         13.      PUBLIC DISCLOSURE. Neither MBI nor Alliance will issue a press
release or make any other public disclosure regarding the terms of this
Amendment without the prior written approval of Mallinckrodt, which approval
will not be unreasonably withheld, unless otherwise required by law.

         IN WITNESS WHEREOF, the parties have executed this Amendment by their
duly authorized officers on the date first above written.


MALLINCKRODT INC.                        ALLIANCE PHARMACEUTICAL CORP.



By:   /s/ Mark Thom                      By:  /s/ Theodore D. Roth
    -----------------------------------     ------------------------------------
    Mark Thom                               Theodore D. Roth
    President, Imaging Division             Chairman and Chief Operating Officer


---------
* Indicates confidential information which has been omitted and filed separately
with the Securities and Exchange Commission.