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                                                                    EXHIBIT 99.2


                         INHALE THERAPEUTIC SYSTEMS, INC.
                      1998 NON-OFFICER EQUITY INCENTIVE PLAN
                                       
                             STOCK OPTION AGREEMENT
                           (NONSTATUTORY STOCK OPTION)

     Pursuant to the Stock Option Grant Notice ("Grant Notice") and this 
Stock Option Agreement, Inhale Therapeutic Systems, Inc. (the "Company") has 
granted you an option under its 1998 Non-Officer Equity Incentive Plan (the 
"Plan") to purchase the number of shares of the Company's Common Stock 
indicated in the Grant Notice at the exercise price indicated in the Grant 
Notice.  Defined terms not explicitly defined in this Stock Option Agreement 
but defined in the Plan shall have the same definitions as in the Plan.

     The details of your option are as follows:

     1.   VESTING.  Subject to the limitations contained herein, your option 
will vest as provided in the Grant Notice, provided that vesting will cease 
upon the termination of your Continuous Service.

     2.   NUMBER OF SHARES AND EXERCISE PRICE.  The number of shares subject 
to your option and your exercise price per share referenced in the Grant 
Notice may be adjusted from time to time for Capitalization Adjustments, as 
provided in the Plan.

     3.   EXERCISE PRIOR TO VESTING ("EARLY EXERCISE").  If permitted in the 
Grant Notice (i.e., the "Exercise Schedule" indicates that "Early Exercise" 
of your option is permitted) and subject to the provisions of this option, 
you may elect at any time that is both (i) during the period of your 
Continuous Service and (ii) during the term of your option, to exercise all 
or part of your option, including the nonvested portion of your option; 
provided, however, that:

          (a)  a partial exercise of your option shall be deemed to cover 
first vested shares and then the earliest vesting installment of unvested 
shares;

          (b)  any shares so purchased from installments which have not 
vested as of the date of exercise shall be subject to the purchase option in 
favor of the Company as described in the Company's form of Early Exercise 
Stock Purchase Agreement; and

          (c)  you shall enter into the Company's form of Early Exercise 
Stock Purchase Agreement with a vesting schedule that will result in the same 
vesting as if no early exercise had occurred.

     4.   METHOD OF PAYMENT.  Payment of the exercise price is due in full 
upon exercise of all or any part of your option.  You may elect to make 
payment of the exercise price in cash or by check or in any other manner 
PERMITTED BY THE GRANT NOTICE, which may include one or more of the following:



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          (a)  In the Company's sole discretion at the time your option is 
exercised and provided that at the time of exercise the Common Stock is 
publicly traded and quoted regularly in THE WALL STREET JOURNAL, pursuant to 
a program developed under Regulation T as promulgated by the Federal Reserve 
Board which, prior to the issuance of Common Stock, results in either the 
receipt of cash (or check) by the Company or the receipt of irrevocable 
instructions to pay the aggregate exercise price to the Company from the 
sales proceeds.

          (b)  Provided that at the time of exercise the Common Stock is 
publicly traded and quoted regularly in THE WALL STREET JOURNAL, by delivery 
of already-owned shares of Common Stock, held for the period required to 
avoid a charge to the Company's reported earnings (generally six months) or 
were not acquired, directly or indirectly from the Company, owned free and 
clear of any liens, claims, encumbrances or security interests, and valued at 
its Fair Market Value on the date of exercise.  "Delivery" for these 
purposes, in the sole discretion of the Company at the time your option is 
exercised, shall include delivery to the Company of your attestation of 
ownership of such shares of Common Stock in a form approved by the Company.  
Notwithstanding the foregoing, your option may not be exercised by tender to 
the Company of Common Stock to the extent such tender would constitute a 
violation of the provisions of any law, regulation or agreement restricting 
the redemption of the Company's stock.

     5.   WHOLE SHARES.  Your option may only be exercised for whole shares.

     6.   SECURITIES LAW COMPLIANCE.  Notwithstanding anything to the 
contrary contained herein, your option may not be exercised unless the shares 
issuable upon exercise of your option are then registered under the 
Securities Act or, if such shares are not then so registered, the Company has 
determined that such exercise and issuance would be exempt from the 
registration requirements of the Securities Act.  The exercise of your option 
must also comply with other applicable laws and regulations governing the 
option, and the option may not be exercised if the Company determines that 
the exercise would not be in material compliance with such laws and 
regulations.

     7.   TERM.  The term of your option commences on the Date of Grant and 
expires upon the EARLIEST of the following:

          (a)  three (3) months after the termination of your Continuous 
Service for any reason other than death or Disability, provided that if 
during any part of such three- (3-)month period the option is not exercisable 
solely because of the condition set forth in paragraph 6, the option shall 
not expire until the earlier of the Expiration Date or until it shall have 
been exercisable for an aggregate period of three (3) months after the 
termination of your Continuous Service;

          (b)  twelve (12) months after the termination of your Continuous 
Service due to Disability;

          (c)  eighteen (18) months after your death if you die either during 
your Continuous Service or within three (3) months after your Continuous 
Service terminates;



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          (d)  the Expiration Date indicated in the Grant Notice; or

          (e)  the tenth (10th) anniversary of the Date of Grant.

     8.        EXERCISE.

          (a)  You may exercise the vested portion of your option (and the 
unvested portion of your option if the Grant Notice so permits) during its 
term by delivering a Notice of Exercise (in a form designated by the Company) 
together with the exercise price to the Secretary of the Company, or to such 
other person as the Company may designate, during regular business hours, 
together with such additional documents as the Company may then require.

          (b)  By exercising your option you agree that, as a condition to 
any exercise of your option, the Company may require you to enter an 
arrangement providing for the payment by you to the Company of any tax 
withholding obligation of the Company arising by reason of (1) the exercise 
of your option, (2) the lapse of any substantial risk of forfeiture to which 
the shares are subject at the time of exercise, or (3) the disposition of 
shares acquired upon such exercise.

     9.        TRANSFERABILITY.  Your option is not transferable, except by 
will or by the laws of descent and distribution, and is exercisable during 
your life only by you.  Notwithstanding the foregoing, by delivering written 
notice to the Company, in a form satisfactory to the Company, you may 
designate a third party who, in the event of your death, shall thereafter be 
entitled to exercise your option.

     10.       OPTION NOT A SERVICE CONTRACT.  Your option is not an 
employment or service contract, and nothing in your option shall be deemed to 
create in any way whatsoever any obligation on your part to continue in the 
employ of the Company or an Affiliate, or of the Company or an Affiliate to 
continue your employment.  In addition, nothing in your option shall obligate 
the Company or an Affiliate, their respective shareholders, Boards of 
Directors, Officers or Employees to continue any relationship that you might 
have as a Consultant for the Company or an Affiliate.

     11.       WITHHOLDING OBLIGATIONS.

          (a)  At the time your option is exercised, in whole or in part, or 
at any time thereafter as requested by the Company, you hereby authorize 
withholding from payroll and any other amounts payable to you, and otherwise 
agree to make adequate provision for (including by means of a "cashless 
exercise" pursuant to a program developed under Regulation T as promulgated 
by the Federal Reserve Board to the extent permitted by the Company), any 
sums required to satisfy the federal, state, local and foreign tax 
withholding obligations of the Company or an Affiliate, if any, which arise 
in connection with your option.

          (b)  Upon your request and subject to approval by the Company, in 
its sole discretion, and compliance with any applicable conditions or 
restrictions of law, the Company may withhold from fully vested shares of 
Common Stock otherwise issuable to you upon the exercise of your option a 
number of whole shares having a Fair Market Value, determined by the 



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Company as of the date of exercise, not in excess of the minimum amount of 
tax required to be withheld by law.  If the date of determination of any tax 
withholding obligation is deferred to a date later than the date of exercise 
of your option, share withholding pursuant to the preceding sentence shall 
not be permitted unless you make a proper and timely election under Section 
83(b) of the Code, covering the aggregate number of shares of Common Stock 
acquired upon such exercise with respect to which such determination is 
otherwise deferred, to accelerate the determination of such tax withholding 
obligation to the date of exercise of your option.  Notwithstanding the 
filing of such election, shares shall be withheld solely from fully vested 
shares of Common Stock determined as of the date of exercise of your option 
that are otherwise issuable to you upon such exercise.  Any adverse 
consequences to you arising in connection with such share withholding 
procedure shall be your sole responsibility.

          (c)  Your option is not exercisable unless the tax withholding 
obligations of the Company and/or any Affiliate are satisfied.  Accordingly, 
you may not be able to exercise your option when desired even though your 
option is vested, and the Company shall have no obligation to issue a 
certificate for such shares or release such shares from any escrow provided 
for herein.

     12.       NOTICES.  Any notices provided for in your option or the Plan 
shall be given in writing and shall be deemed effectively given upon receipt 
or, in the case of notices delivered by the Company to you, five (5) days 
after deposit in the United States mail, postage prepaid, addressed to you at 
the last address you provided to the Company.

     13.       GOVERNING PLAN DOCUMENT.  Your option is subject to all the 
provisions of the Plan, the provisions of which are hereby made a part of 
your option, and is further subject to all interpretations, amendments, rules 
and regulations which may from time to time be promulgated and adopted 
pursuant to the Plan.  In the event of any conflict between the provisions of 
your option and those of the Plan, the provisions of the Plan shall control.




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