Exhibit 10(vvv)

THIS
WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR EXEMPTION FROM REGISTRATION UNDER THE FOREGOING LAWS.

SUBJECT
TO THE PROVISIONS OF SECTION 1 HEREOF, THIS WARRANT SHALL BE VOID AFTER 5:00 P.M. EASTERN TIME ON JANUARY    , 2005 (the "EXPIRATION DATE").

No.

ALLIANCE PHARMACEUTICAL CORP.

WARRANT TO PURCHASE [            ] SHARES OF  COMMON STOCK, $.01 PAR VALUE PER SHARE

For VALUE RECEIVED, [            ] (the "Warrantholder"), is entitled to purchase, subject to the provisions of this Warrant,
from
Alliance Pharmaceutical Corp., a New York corporation ("Company"), at any time not later than 5:00 P.M., Eastern time, on the Expiration Date, at an exercise price per share equal to $3.38 (the
exercise price in effect being herein called the "Warrant Price"), [            ] shares (the "Warrant Shares") of the Company's Common Stock, par value $.01 per share (the
"Common Stock"). The number of Warrant Shares purchasable upon exercise of this Warrant and the Warrant Price shall be
subject to adjustment from time to time as described herein. Unless otherwise defined herein, capitalized terms are as defined in the Secured Note Purchase Agreement dated of even date herewith (the
"Secured Note Purchase Agreement").

Section 1.Registration.The Company shall maintain books for the transfer and registration of the
Warrant. Upon the initial issuance of this Warrant, the Company shall issue and register the Warrant in the name of the Warrantholder.

Section 2.Transfers.As provided herein, this Warrant may be transferred only pursuant to a registration
statement filed under the Securities Act of 1933, as amended (the "Securities Act"), or an exemption from such registration. Subject to such restrictions, the Company shall transfer this Warrant from
time to time upon the books to be maintained by the Company for that purpose, upon surrender thereof for transfer properly endorsed or accompanied by appropriate instructions for transfer and such
other documents as may be reasonably required by the Company, including, if required by the Company, an opinion of its counsel to the effect that such transfer is exempt from the registration
requirements of the Securities Act, to establish that such transfer is being made in accordance with the terms hereof, and a new Warrant shall be issued to the transferee and the surrendered Warrant
shall be canceled by the Company.

Section 3.Exercise of Warrant.Subject to the provisions hereof, the Warrantholder may exercise this
Warrant in whole or in part at any time upon surrender of the Warrant, together with delivery of the duly executed Warrant exercise form attached hereto as Appendix A (the "Exercise Agreement")
and payment by cash, certified check or wire transfer of funds for the aggregate Warrant Price for that number of Warrant Shares then being purchased, to the Company during normal business hours on
any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof). The Warrant Shares so purchased shall
be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered (or
evidence of loss, theft or destruction thereof and security or indemnity satisfactory to the Company),

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the Warrant Price shall have been paid and the completed Exercise Agreement shall have been delivered. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares
specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised.
The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by
such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to
the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. As used herein, "business day" means a day, other than a Saturday or
Sunday, on which banks in New York City are open for the general transaction of business.

Section 4.Compliance with the Securities Act.The Company may cause the legend set forth on the first
page of this Warrant to be set forth on each Warrant or similar legend on any security issued or
issuable upon exercise of this Warrant, unless counsel for the Company is of the opinion as to any such security that such legend is unnecessary.

Section 5.Payment of Taxes.The Company will pay any documentary stamp taxes attributable to the initial
issuance of Warrant Shares issuable upon the exercise of the Warrant; provided, however, that the Company shall not be required to pay any tax or taxes which may be payable in respect of any transfer
involved in the issuance or delivery of any certificates for Warrant Shares in a name other than that of the registered holder of this Warrant in respect of which such shares are issued, and in such
case, the Company shall not be required to issue or deliver any certificate for Warrant Shares or any Warrant until the person requesting the same has paid to the Company the amount of such tax or has
established to the Company's reasonable satisfaction that such tax has been paid. The holder shall be responsible for income and gift taxes due under federal, state or other law, if any such tax is
due.

Section 6.Mutilated or Missing Warrants.In case this Warrant shall be mutilated, lost, stolen, or
destroyed, the Company shall issue in exchange and substitution of and upon cancellation of the mutilated Warrant, or in lieu of and substitution for the Warrant lost, stolen or destroyed, a new
Warrant of like tenor and for the purchase of a like number of Warrant Shares, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction of the
Warrant, and with respect to a lost, stolen or destroyed Warrant, reasonable indemnity or bond with respect thereto, if requested by the Company.

Section 7.Reservation of Common Stock.The Company hereby represents and warrants that there have been
reserved, and the Company shall at all applicable times keep reserved until issued (if necessary) as contemplated by this Section 7, out of the authorized and unissued Common Stock, sufficient
shares to provide for the exercise of the rights of purchase represented by this Warrant. The Company agrees that all Warrant Shares issued upon exercise of the Warrant shall be, at the time of
delivery of the certificates for such Warrant Shares upon the due exercise of this Warrant, duly authorized, validly issued, fully paid and non-assessable shares of Common Stock of the
Company.

Section 8.Adjustments.Subject and pursuant to the provisions of this Section 8, the Warrant
Price and number of Warrant Shares subject to this Warrant shall be subject to adjustment from time to time as set forth hereinafter.



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Section 9.Fractional Interest.The Company shall not be required to issue fractions of Warrant Shares
upon the exercise of the Warrant. If any fractional share of Common Stock would, except for the provisions of the first sentence of this Section 9, be delivered upon such exercise, the Company,
in lieu of delivering such fractional share, shall pay to the exercising holder of this Warrant an amount in cash equal to the Fair Market Value of such fractional share of Common Stock on the date of
exercise. As used in this Warrant, "Fair Market Value" of a share of Common Stock as of a particular date (the "Valuation Date") shall mean the following: (a) if the Common Stock is then listed
on a national stock exchange, the closing sale price of one share of Common Stock on such exchange on the last trading day prior to the Valuation Date; (b) if the Common Stock is then quoted on
Nasdaq, the closing sale price of one share of Common Stock on Nasdaq on the last trading day prior to the Valuation Date or, if no such closing sale price is available, the average of the high bid
and the low sales price quoted on Nasdaq on the last trading day prior to the Valuation Date; or (c) if the Common Stock is not then listed on a national stock exchange or quoted on Nasdaq, the
Fair Market Value of one share of Common Stock as of the Valuation Date, shall be determined in good faith by the Board of Directors of the Company.

Section 10.Extension of Expiration Date.If the Company fails to cause any Registration Statement
covering the Warrant Shares to be declared effective prior to the applicable dates set forth therein and the Blackout Period (whether alone, or in combination with any other Blackout Period) continues
for more than 60 days in any 12 month period, or for more than a total of 90 days, then the Expiration Date of this Warrant shall be extended one day for each day beyond the
60-day or 90-day limits, as the case may be, that the Blackout Period continues.

Section 11.Benefits.Nothing in this Warrant shall be construed to give any person, firm or corporation
(other than the Company and the Warrantholder) any legal or equitable right, remedy or claim, it being agreed that this Warrant shall be for the sole and exclusive benefit of the Company and the
Warrantholder.

Section 12.Notices to Warrantholder.Upon the happening of any event requiring an adjustment of the
Warrant Price, the Company shall promptly give written notice thereof to the Warrantholder at the address appearing in the records of the Company, stating the adjusted Warrant Price and the adjusted
number of Warrant Shares resulting from such event and setting forth in reasonable detail the

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method of calculation and the facts upon which such calculation is based. Failure to give such notice to the Warrantholder or any defect therein shall not affect the legality or validity of the
subject adjustment.

Section 13.Identity of Transfer Agent.The Transfer Agent for the Common Stock is American Stock
Transfer and Trust Company. Upon the appointment of any subsequent transfer agent for the Common Stock or other shares of the Company's capital stock issuable upon the exercise of the rights of
purchase represented by the Warrant, the Company will mail to the Warrantholder a statement setting forth the name and address of such transfer agent.

Section 14.Notices.Unless otherwise provided, any notice required or permitted under this Warrant shall
be given in writing and shall be deemed effectively given as hereinafter described (i) if given by personal delivery, then such notice shall be deemed given upon such delivery, (ii) if
given by telex or telecopier, then such notice shall be deemed given upon receipt of confirmation of complete transmittal, (iii) if given by mail, then such notice shall be deemed given upon
the earlier of (A) receipt of such notice by the recipient or (B) three days after such notice is deposited in first class mail, postage prepaid, and (iv) if given by an
internationally recognized overnight air courier, then such notice shall be deemed given one day after delivery to such carrier. All notices shall be addressed as follows: (i) if to the
Warrantholder, at its address as set forth in the Company's books and records and, if to the Company, at the address as follows, or at such other address as the Warrantholder or the Company may
designate by ten days' advance written notice to the other:



Section 15.Registration Rights.The initial holder of this Warrant is entitled to the benefit of certain
registration rights in respect of the Warrant Shares as provided in the Secured Notes Purchase Agreement, and any subsequent holder hereof may be entitled to such rights.

Section 16.Successors.All the covenants and provisions hereof by or for the benefit of the
Warrantholder shall bind and inure to the benefit of its respective successors and assigns hereunder.

Section 17.Governing Law.This Warrant shall be governed by, and construed in accordance with, the
internal laws of the State of New York, without reference to the choice of law provisions thereof.

Section 18.Call Provision.Notwithstanding any other provision contained herein to the contrary, in the
event that the closing bid price of a share of Common Stock as traded on Nasdaq (or such other exchange or stock market on which the Common Stock may then be listed or quoted) exceeds $7.00
(appropriately adjusted for any stock split, reverse stock split, stock dividend or other reclassification or combination of the Common Stock occurring after the date hereof) for twenty
(20) consecutive trading sessions and all of the Warrant Shares issuable hereunder either (i) are registered pursuant to an effective Registration Statement (as defined in the
Registration Rights Agreement) which is available

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for resale of the Warrant Shares at all times during the Notice Period (as defined below); (ii) sold pursuant to a Registration Statement or Rule 144 under the Securities Act; or
(iii) are eligible for sale by the Warrantholder pursuant to Rule 144(k) under the Securities Act, the Company, upon thirty (30) days prior written notice (the "Notice Period")
following such twenty (20) day period, to the Warrantholder, may call all, but not less than all, of the Warrants for redemption at a price equal to $.01 per Warrant. Notwithstanding any such
notice by the Company, the Warrantholder shall have the right to exercise this Warrant prior to the end of the Notice Period.

Section 19.No Rights as Stockholder.Prior to the exercise of this Warrant, the Warrantholder shall not
have or exercise any rights as a stockholder of the Company by virtue of its ownership of this Warrant.

Section 20.Amendment; Waiver.Any term of this Warrant may be amended or waived (including the
adjustment provisions included in Section 8 of this Warrant) upon the written consent of the Company and the Warrantholder.

Section 21.Section Headings.The section heading in this Warrant are for the convenience of the Company
and the Warrantholder and in no way alter, modify, amend, limit or restrict the provisions hereof.

IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed, as of the 23rd day of July, 2002.

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

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APPENDIX A

Alliance Pharmaceutical Corp.
WARRANT EXERCISE FORM

To:
Alliance Pharmaceutical Corp.

The
undersigned hereby irrevocably elects to exercise the right of purchase represented by the within Warrant ("Warrant") for, and to purchase thereunder by the payment of the Warrant
Price and surrender of the Warrant,                        shares of Common Stock ("Warrant Shares") provided for therein, and
requests that certificates for the Warrant Shares be issued as follows:

|                 |  | Name                                                                                                                                                            |  | 
|---------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
|                 |  | Address                                                                                                                                                         |  | 
|                 |  |                                                                                                                                                                 |  | 
|                 |  | Federal Tax ID or Social Security No.                                                                                                                           |  | 
|and delivered by |  | € certified mail to the above address, or
€ electronically (provide DWAC instructions:                        ), or
€ other (specify:                        ).

and,
if the number of Warrant Shares shall not be all the Warrant Shares purchasable upon exercise of the Warrant, that a new Warrant for the balance of the Warrant Shares purchasable upon exercise of
this Warrant be registered in the name of the undersigned Warrantholder or the undersigned's Assignee as below indicated and delivered to the address stated below.

|Dated:                                                                                                                                                                                                                                      |  |            |  | , |  |  |  |                                               |  | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------- |  | - |  |  |  | --------------------------------------------- |  | 
|                                                                                                                                                                                                                                            |  |            |  |   |  |  |  |                                               |  | 
|Note: The signature must correspond with the name of the registered holder as written on the first page of the Warrant in every particular, without alteration or enlargement or any change whatever, unless the Warrant has been assigned. |  | Signature: |  |  
|                                                                                                                                                                                                                                            |  |            |  |   |  |  |  | Name (please print)                          
|                                                                                                                                                                                                                                            |  |            |  |   |  |  |  |                                              
|                                                                                                                                                                                                                                            |  |            |  |   |  |  |  | Address                                      
|                                                                                                                                                                                                                                            |  |            |  |   |  |  |  | Federal Identification or
Social Security No.
|                                                                                                                                                                                                                                            |  |            |  |   |  |  |  | Assignee:                                    
|                                                                                                                                                                                                                                            |  |            |  |   |  |  |  |                                              
|                                                                                                                                                                                                                                            |  |            |  |   |  |  |  |                                              
|                                                                                                                                                                                                                                            |  |            |  |   |  |  |  |                                              

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