<PAGE>

                        RESALE REGISTRATION RIGHTS AGREEMENT


                                       among

                         INHALE THERAPEUTIC SYSTEMS, INC.,



                                MERRILL LYNCH & CO.,
                 MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

                           DEUTSCHE BANK SECURITIES INC.

                                LEHMAN BROTHERS INC.

                                        and

                          U.S. BANCORP PIPER JAFFRAY INC.






                            Dated as of February 8, 2000



<PAGE>

     Resale Registration Rights Agreement (the "Agreement"), dated as of
February 8, 2000 among Inhale Therapeutic Systems, Inc., a Delaware corporation
(together with any successor entity, herein referred to as the "Issuer"),
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Deutsche Bank Securities Inc., Lehman Brothers Inc., and U.S. Bancorp Piper
Jaffray Inc. (collectively, the "Initial Purchasers").

     Pursuant to the Purchase Agreement, dated February 2, 2000, between the
Issuer and the Initial Purchasers (the "Purchase Agreement"), the Initial
Purchasers have agreed to purchase from the Issuer up to $200,000,000
($230,000,000 if the Initial Purchasers exercise the over-allotment option in
full) in aggregate principal amount of 5% Convertible Subordinated Notes due
2007 (the "Notes").  The Notes 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
Notes, the Issuer has agreed to provide the registration rights set forth in
this Agreement pursuant to Section 3(l) 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:  As defined in the preamble hereto.

     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 Notes are outstanding, "Damages Payment Date" shall mean each
February 8 and August 8.

     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.

                                          1.


<PAGE>

     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 February 8, 2000, between the Issuer
and  Chase Manhattan Bank and Trust Company, National Association, as trustee
(the "Trustee"), pursuant to which the Notes 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 Notes outstanding; provided that, for purpose of this definition, a
holder of shares of Common Stock which constitute Transfer Restricted Securities
and were issued upon conversion of the Notes shall be deemed to hold an
aggregate principal amount of Notes (in addition to the aggregate principal
amount of Notes held by such holder) equal to the aggregate principal amount of
Notes converted by such Holder into such shares of Common Stock.

     NASD:  National Association of Securities Dealers, Inc.

     NOTES:  As defined in the preamble hereto.

     PERSON:  An individual, partnership, corporation, unincorporated
organization, 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 Notes, "Record Holder" shall mean
each Person who is a Holder of shares of Common Stock which constitute Transfer
Restricted Securities on the January 24 or July 24 immediately preceding the
Damages Payment Date.

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


                                          2.

<PAGE>

     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 Note and each share of Common Stock
issued upon conversion of Notes until the earlier of:

          (i)   the date on which such Note 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 Note 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

          (iii) the date on which such Note 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 as promptly as reasonably
     practicable, but in no event later than 180 days after the date hereof (the
     "Effectiveness Target Date"); and


                                          3.


<PAGE>

          (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
          Notes; 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 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 Day 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 the 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),


                                          4.

<PAGE>

     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,

     (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 Notes, to each holder of Notes, (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 Notes, 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 Notes; provided that in no event shall Liquidated Damages
          accrue at a rate per year exceeding 0.50% of the principal amount of
          the Notes; and

                (B) in respect of any shares of Common Stock, to each holder of
          shares of Common Stock issued upon conversion of Notes, (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 Notes, 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 Notes; provided that in no event shall Liquidated Damages
          accrue at a rate per year exceeding 0.50% of the principal amount of
          the converted Notes.

     (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 Note or share of Common
Stock, the accrual of Liquidated Damages with respect to such Note 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.


                                          5.

<PAGE>

     (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 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
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


                                          6.

<PAGE>

     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 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 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
     Shelf Registration Statement or Prospectus or any amendment or supplement
     to the Shelf Registration Statement or Prospectus (other than documents
     incorporated by reference) to which a selling Holder of Transfer


                                          7.

<PAGE>

     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.
     Notwithstanding the foregoing, the Issuer shall not be required to furnish
     the selling Holders with any amendment or supplement to the Shelf
     Registration Statement or Prospectus filed solely to reflect changes to the
     amount of Notes held by any particular Holder at the request of such Holder
     or immaterial revisions to the information contained therein.

          (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 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 Notes 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.  Notwithstanding the
     foregoing, following the effective date of the Shelf Registration
     Statement, the Issuer shall not be required to file more than one such
     supplement or post-effective amendment to reflect changes in the amount of
     Notes held by any particular Holder at the request of such Holder in any
     30-day period.

          (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).


                                          8.

<PAGE>

          (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:

                    (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 certified public
                 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).


                                          9.

<PAGE>

          (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 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 to 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 Notes
     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.


                                         10.

<PAGE>

          (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 Notes 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)(xiii) 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 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


                                         11.

<PAGE>

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
     Notes), messenger and delivery services and telephone;

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


                                         12.

<PAGE>

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 Brown & Wood LLP, 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

          (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:


                                         13.

<PAGE>

          (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 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 6, 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 controling 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:


                                         14.

<PAGE>

          (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.

     (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 Notes
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 February 2, 2000, 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


                                         15.

<PAGE>

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
6, 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 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


                                         16.

<PAGE>

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 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., the
Stock Purchase Agreement, dated March 1, 1996, as amended, between the Issuer
and Baxter Healthcare Corporation and the Stock Issuance Agreement, dated
November 4, 1999, between the Issuer and Alliance Pharmaceutical Corp., 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
                         3000 Sand Hill Road
                         Building #3, Suite 230


                                         17.

<PAGE>

                         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, without regard to conflict of
laws principles thereof.

     (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.


                                         18.

<PAGE>

     (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.


                                         19.

<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.


                                        INHALE THERAPEUTIC SYSTEMS, INC.



                                        By______________________________
                                           Name:
                                           Title:

                                        MERRILL LYNCH, PIERCE, FENNER & SMITH
                                                  INCORPORATED
                                        DEUTSCHE BANK SECURITIES INC.
                                        LEHMAN BROTHERS INC.
                                        U.S. BANCORP PIPER JAFFRAY INC.

                                        By: Merrill Lynch, Pierce, Fenner &
                                                  Smith Incorporated


                                        By_____________________________
                                            Authorized Signatory


                                         20.

<PAGE>

                                                                       EXHIBIT A


                          INHALE THERAPEUTIC SYSTEMS, INC.

              FORM OF SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE

     The undersigned beneficial holder of 5% Convertible Subordinated Notes due
2007 (the "Notes") of Inhale Therapeutic Systems, Inc. (the "Issuer"), or common
stock, par value $.001 per share (the "Shares" and together with the Notes, 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
February 8, 2000 (the "Registration Rights Agreement") between the Issuer and
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, 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.

                                       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


                                          1.

<PAGE>

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:

3.   Beneficial ownership of Transfer Restricted Securities:

     (a)  Type of Transfer Restricted Securities beneficially owned, and
          principal amount of Notes 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:


                                          2.

<PAGE>

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
     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


                                          3.

<PAGE>

     (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 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.


                                          4.

<PAGE>

     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.


                                          5.