0000899681-01-500325 Sample Contracts

Contract
Value Per Share • November 6th, 2001 • Alliance Pharmaceutical Corp • In vitro & in vivo diagnostic substances • New York

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.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 6th, 2001 • Alliance Pharmaceutical Corp • In vitro & in vivo diagnostic substances • New York

This Registration Rights Agreement (the "Agreement") is made and entered into as of this ___ day of ____________, 2001 by and among Alliance Pharmaceutical Corp., a New York corporation (the "Company"), and the "Investors" named in that certain Purchase Agreement by and among the Company and the Investors (the "Purchase Agreement").

PURCHASE AGREEMENT
Purchase Agreement • November 6th, 2001 • Alliance Pharmaceutical Corp • In vitro & in vivo diagnostic substances • New York

THIS PURCHASE AGREEMENT ("Agreement") is made as of the ___ day of October, 2001 by and among Alliance Pharmaceutical Corp., a New York corporation (the "Company"), and the Investors set forth on the signature pages affixed hereto (each an "Investor" and collectively the "Investors").

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