8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 13, 2005

Alliance Pharmaceutical Corp.

(Exact name of registrant as specified in its charter)

New York	0-12950	14-1644018
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

4660 La Jolla Village Drive, Suite 825	92122
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (858) 410-5200

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

        On May 16, 2005, Alliance Pharmaceutical Corp. issued a news release announcing that it had entered into an agreement with Double-Crane Pharmaceuticals Co., Ltd. (“Double-Crane”) concerning the licensing, development and commercialization of Oxygent™ in China (the “Double-Crane Agreement”). This news release is attached hereto as an exhibit to this Current Report on Form 8-K.

Item 3.03 Material Modification to Rights of Security Holders.

        Section 4.12(l) of that certain Securities Purchase Agreement dated September 21, 2004 by and among the registrant and certain of its investors (the “Securities Purchase Agreement”) includes a covenant requiring the registrant to maintain on hand a minimum of at least five million five hundred thousand dollars ($5,500,000) in cash and cash equivalents; provided, however, that this covenant ceases to apply at such time as the registrant shall have entered into a binding agreement for the joint development of Oxygent™ with a Qualified Third Party (as that term is defined in the Securities Purchase Agreement) that obligates such Qualified Third Party to make certain payments or undertake certain activities. The registrant believes that the Double-Crane Agreement satisfies the termination requirements of Section 4.12(l) of the Securities Purchase Agreement and that Double-Crane is a Qualified Third Party. The registrant has notified the Lender Committee of the same.

        Accordingly, as of the date of the Double-Crane Agreement, the restrictions set forth in Section 4.12(l) of the Securities Purchase Agreement have ceased and the covenant set forth in Section 4.12(l) of the Securities Purchase Agreement is of no further force or effect.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

Exhibit No. Exhibit

99.1 News Release issued by Alliance Pharmaceutical Corp. on May 16, 2005.

SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ALLIANCE PHARMACEUTICAL CORP.
Date: May 17, 2005	/s/ Duane Roth
	Duane J. Roth, Chief Executive Officer

2

EX-99.1

Exhibit 99.1

ALLIANCE PHARMACEUTICAL CORP. AND BEIJING DOUBLE-CRANE
PHARMACEUTICAL CO., LTD. ANNOUNCE A DEVELOPMENT, LICENSE AND
SUPPLY AGREEMENT FOR OXYGENT(TM) IN THE PEOPLE’S REPUBLIC OF CHINA

        San Diego, CA; May 16, 2005 — Alliance Pharmaceutical Corp.(“Alliance”)(OTC Bulletin Board: ALLP), through its subsidiary PFC Therapeutics, LLC, and Beijing Double-Crane Pharmaceutical Co., Ltd. (“Double-Crane”) today announced that they have entered into a Development, License and Supply Agreement (“Agreement”) for the development of Oxygent(tm) in The People’s Republic of China (“PRC”).

        Pursuant to the Agreement, Double-Crane will make an upfront license fee payment and certain milestone and royalty payments to Alliance. Double-Crane will conduct clinical trials in the PRC, in accordance with international guidelines, to receive marketing approval for Oxygent in the PRC. Alliance will have the right to use any data derived from the clinical trials in other countries.  Double-Crane will have the option to manufacture Oxygent in the PRC after obtaining approval from the regulatory authorities in the PRC and they will also have a right of first refusal to add specific additional countries to the Agreement upon further negotiation with Alliance.

        “Over the past year, we have worked closely with the Double-Crane professionals as well as experts from the leading hospitals in China to develop a plan for advancing the clinical development of Oxygent,” said Duane Roth, Alliance Chairman and CEO. “We are very pleased to partner with such a great team that has extensive experience in clinical development, manufacturing and marketing of products that are synergistic to Oxygent.”

        “We are pleased to become Alliance’s development partner for Oxygent in China,” said Xin Li, President Double-Crane. “We have great respect for the high quality work that the Alliance development team has achieved over the past decade and believe that working together, we can complete the clinical testing necessary to obtain market approval.”

        Yu Zhang, Vice Chairman Double-Crane also adds, “During the past year’s cooperation with Alliance team, we are glad to find that they are sincere, precise and hard-workers. After much discussion, we respect their more than 10 years of research and recognize the potential of Oxygent.”

About Double-Crane

        Double-Crane was established and listed on May 22, 1997 (share code:  600062) in Shanghai Securities Exchange China.  By the end of 2004, Double-Crane had controlled shareholding in 23 subsidiaries and share in seven companies in 10 provinces throughout China.   Double-Crane covers many areas of R & D, production, marketing, logistics, equipment, etc. and participates in markets like synthetic antibiotics, cardiovascular, raw materials and GI.  Double-Crane is the market leader in China for IV solutions. The revenues of Double-Crane in 2004 were US$510 million.  Double-Crane is one of the largest pharmaceutical companies in China.

About Alliance

        Alliance Pharmaceutical Corp., founded in 1989, is a development-stage pharmaceutical company that is currently focused on developing its lead product, Oxygent.  Alliance is currently the only company that has advanced a synthetic PFC emulsion-based oxygen therapeutic into late-stage multi-center international clinical trials in both Europe and North America. Alliance is developing Oxygent as an intravascular oxygen therapeutic, based on its proprietary PFC and surfactant technologies.

        Except for historical information, the matters set forth in this release are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth herein, including the results of scientific advice of the regulatory authorities of the PRC and uncertainties associated with the conduct of preclinical or clinical studies. Alliance refers you to cautionary information contained in documents Alliance files with the Securities and Exchange Commission from time to time, including the last Form 10-KSB and Form 10-QSB, and those risk factors set forth in the most recent registration statement on Form SB-2 (File No. 333-119428). Alliance is under no obligation (and expressly disclaims any obligation) to update or alter its forward-looking statements, whether as a result of new information, future events, or otherwise.

Contact for further information in the U.S:
Corporate Communications
Alliance Pharmaceutical Corp.
San Diego, CA
(858) 410-5275