AMENDMENT TO LEASE


         This AMENDMENT TO LEASE (this "Amendment") is dated as of this _____
day of October, 2000 by and between INHALE 201 INDUSTRIAL ROAD, L.P., a
California limited partnership ("LANDLORD") and INHALE THERAPEUTIC SYSTEMS INC.,
a Delaware corporation ("TENANT").

                                    RECITALS

         A. Landlord and Tenant entered into a Build-to-Suit Lease dated
September ___, 2000 (the "Lease"), for certain premises (the "Premises") with a
street address of 201 Industrial Road, San Carlos, California, and more
particularly described in the Lease;

         B. Landlord and Tenant now desire to amend the Lease on the terms and
conditions set forth herein. Capitalized terms used in this Amendment and not
otherwise defined shall have the meanings assigned to them in the Lease.

                                    AGREEMENT

         NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree
as follows:

         1. SECOND OPTION TERM. Section 2.6 of the Lease is hereby amended to
provide that the second option term shall be for an eight (8) year period.

         2. RATIFICATION. The Lease, as amended by this Amendment, is hereby
ratified by Landlord and Tenant and Landlord and Tenant hereby agree that the
Lease, as so amended, shall continue in full force and effect.

         3. MISCELLANEOUS.

                  (a) VOLUNTARY AGREEMENT. The parties have read this Amendment
and on the advice of counsel they have freely and voluntarily entered into this
Amendment.

                  (b) ATTORNEY'S FEES. If either party commences an action
against the other party arising out of or in connection with this Amendment, the
prevailing party shall be entitled to recover from the losing party reasonable
attorney's fees and costs of suit.

                  (c) SUCCESSORS. This Amendment shall be binding on and inure
to the benefit of the parties and their successors.

                  (d) COUNTERPARTS. This Amendment may be signed in two or more
counterparts. When at least one such counterpart has been signed by each party,
this Amendment shall be deemed to have been fully executed, each counterpart
shall be deemed to be an original, and all counterparts shall be deemed to be
one and the same agreement.



         IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment as
of the date first written above.

LANDLORD:                INHALE 201 INDUSTRIAL ROAD, L.P.

                         By:   SciMed Prop III, Inc., a California corporation,
                               its General Partner

                            By:
                               ----------------------------------------
                               Alan D. Gold
                               President


                            By:
                               ----------------------------------------
                               Gary A. Kreitzer
                               Executive Vice President


TENANT:                  INHALE THERAPEUTIC SYSTEMS INC.,
                         a Delaware corporation


                            By:
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                            Name:
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                            Title:
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                            By:
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                            Name:
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                            Title:
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