Exhibit 10(yyy)

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FORM OF SECURED PROMISSORY NOTE

|[$ AMOUNT] |  | [DATE]
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FOR
VALUE RECEIVED, ALLIANCE PHARMACEUTICAL CORP., a New York corporation (the "Company"), hereby promises to pay to the order of [HOLDER] (the "Holder"), at
[ADDRESS], the principal amount of                        
($            ) in lawful money of the United States of America, on the terms set forth in Section 1 hereof. This
Note is secured by a first priority security interest in certain assets of the Company (the "Collateral") pursuant to the Security Agreement, dated as of July 23, 2002 (the "Security
Agreement"), between the Company and the Holder and the Patent and Trademark Security Agreement, dated as of July 23, 2002 (the "Patent and Trademark Security Agreement") between the Company
and the Holder.

1.Payments of Interest and Principal.Subject to the provisions of Section 2 hereunder, payments of
principal plus interest on the unpaid principal balance of this Promissory Note (this "Note") outstanding from time to time shall be payable in accordance with the following:



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2.Prepayment.The principal balance of this Note, along with all accrued interest, if any, may be paid in full
at the election of the Company at any time upon no less than two (2) days prior written notice to the Holder.

3.Governing Law.This Note shall be governed by and construed in accordance with the domestic substantive laws
of the State of New York, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction.

4.Notices.All notices and other communications given to any party hereto pursuant to this Agreement shall be
in writing and shall be delivered, or mailed first class postage prepaid, registered or certified mail, addressed as follows:







Each
such notice or other communication shall for all purposes be treated as being effective or having been given when delivered, if delivered personally, by e-mail or facsimile with
confirmation of receipt or by overnight courier or, if sent by mail, at the earlier of its actual receipt or three (3) days after the same has been deposited in a regularly maintained
receptacle for the deposit of United States mail, addressed and postage prepaid as aforesaid.

5.Company's Waivers.The Company, to the extent permitted by law, waives and agrees not to assert or take
advantage of any of the following: (a) any defense based upon an election of remedies by

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the Holder which may destroy or otherwise impair any subrogation or other rights of the Company or any guarantor or endorser of this Note; (b) any duty on the part of the Holder to disclose
any facts or other data the Holder may now or hereafter know; (c) acceptance or notice of acceptance of this Note by the Company; (d) presentment and/or demand for payment of this Note
or any indebtedness or obligations hereby promised; and (e) protest and notice of dishonor with respect to this Note or any indebtedness or performance of obligations arising hereunder.

6.Amendment; Waiver.All amendments or waivers of any of the terms hereof (including, without limitation, any
waiver of acceleration of the Maturity Date) and any payment of this Note with any consideration other than cash, shall be made or effected only with the written consent of the Holder.

7.Replacement of Note.Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft,
destruction, or mutilation of this Note by the Holder, the Company shall issue a replacement instrument, at the Company's expense, representing such Note in lieu of such lost, stolen, destroyed, or
mutilated instrument, provided that the Holder agrees to indemnify the Company for any losses incurred by the Company with respect to such lost instrument (other than the cost of issuing the new
instrument).

8.Warrant.This Note is being issued together with a warrant to purchase shares of common stock of the Company.

9.Headings.The headings of the sections of this Note are inserted for convenience only and do not constitute a
part of this Note.

IN
WITNESS WHEREOF, the Company has caused this Note to be signed and to be dated the day and year first above written.

| |  | ALLIANCE PHARMACEUTICAL CORP.
| |  | -----------------------------
| |  | By:                          
| |  |                              
| |  |                              

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