Exhibit 99(a)(1)(G)


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Employee Stock Option
Exchange Offer 2002

This presentation outlines our proposed offer to address underwater stock options

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Stock options are an important part of the total value of working at Inhale

The Concept

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The goal is to provide all employees a real stake in the value we create as a business

Stock options help us ...

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Yet, recent market conditions have made achieving those goals more challenging

Many employees have options with a strike price (or exercise price) that is higher than the current share price

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At the same time, we believe our business fundamentals are sound


We're doing—and must continue to do—
the things that it takes to win

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But, there are many factors that influence the value of our business

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As a result, we're faced with a critical question

How can we address the high exercise price of many employee stock options, yet retain our accountability for business performance?

Alternatives
  Considerations
  Provide supplemental grants     Dilution of value of Inhale's
  Reprice options       shares
  Cancel current options and     Investor relations
    grant new ones     Impact on company earnings
          Competitive environment
          Opportunity to provide
employees with choice
          Fairness

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Our response is to provide
employees with a choice

You can elect to...

Maintain
  Replace
Keep your current
option grants and
strike price
  or     Exchange non-evergreen stock option grants with exercise prices greater than or equal to $25 per share granted under the 2000 Non-Officer Equity Incentive Plan
          Receive replacement option grants for options you elect to exchange on a 1:2 basis on 8/26/02 (or later if Inhale extends the offer)
          Options required to be exchanged (see next slide) will be replaced on a 1:1 basis on 8/26/02 (or later if Inhale extends the offer)

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General terms of the exchange offer


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If you maintain your current option grant(s), there is no change


You go "in the money" if the market price per share of Inhale stock exceeds the strike price   LOGO

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If you elect to replace your eligible options, these grants will be cancelled and replaced at a 1:2 ratio

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Vesting terms of replacement options


EXAMPLE

 
  Current
Grant
(Eligible Option)

  Replacement
Grant



Number of shares   100   50
Vesting commencement date   8/26/99   8/26/99
Percentage vested on 8/26/02   50%   50%
Shares vested on 8/26/02   50   25

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An example in which participating in the exchange would result in an increase in value of an eligible option

EXAMPLE 1   LOGO

EXAMPLE

 
  Current
Grant

  Replacement
Grant


Number of stock options   100   50
Strike price   $45.00   $20.00
Hypothetical 4 year price   $63.00   $63.00
Hypothetical gain per share   $18.00   $43.00
Hypothetical total gain   $1,800   $2,150

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An example in which participating in the exchange would result in a decrease in value of an eligible option

EXAMPLE 2   LOGO

EXAMPLE

 
  Current
Grant

  Replacement
Grant


Number of stock options   100   50
Strike price   $45.00   $30.00
Hypothetical 4 year price   $86.00   $86.00
Hypothetical gain per share   $41.00   $56.00
Hypothetical total gain   $4,100   $2,800

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Examples of resulting values of options
required to be exchanged

EXAMPLE 1: Increase in Value of Options

 
  Current
Grant

  Replacement
Grant


Number of stock options   100   100
Strike price   $20.00   $15.00
Hypothetical 4 year price   $63.00   $63.00
Hypothetical gain per share   $43.00   $48.00
Hypothetical total gain   $4,300   $4,800

EXAMPLE 2: Decrease in Value of Options

 
  Current
Grant

  Replacement
Grant


Number of stock options   100   100
Strike price   $20.00   $30.00
Hypothetical 4 year price   $63.00   $63.00
Hypothetical gain per share   $43.00   $33.00
Hypothetical total gain   $4,300   $3,300

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If you exchange your options, the terms will be somewhat different than they are now



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Making Your Election



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