<SUBMISSION>
<ACCESSION-NUMBER>0000891020-00-002000
<TYPE>S-8
<PUBLIC-DOCUMENT-COUNT>4
<FILING-DATE>20001114
<EFFECTIVENESS-DATE>20001114
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>SONUS PHARMACEUTICALS INC
<CIK>0000949858
<ASSIGNED-SIC>2835
<IRS-NUMBER>954343413
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-8
<ACT>33
<FILE-NUMBER>333-49892
<FILM-NUMBER>764822
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>22026 2OTH AVE SE
<STREET2>STE 102
<CITY>BOTHELL
<STATE>WA
<ZIP>98021
<PHONE>2064879500
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>22026 20TH AVENUE SE, SUITE 102
<CITY>BOTHELL
<STATE>WA
<ZIP>98021
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>v67254s-8.txt
<DESCRIPTION>FORM S-8
<TEXT>

<PAGE>   1

    As Filed with the Securities and Exchange Commission on November 14, 2000
                                                      Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON. D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                           SONUS PHARMACEUTICALS, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
    <S>                                             <C>
                DELAWARE                               95-4343413
    (State or other jurisdiction of                 (I.R.S. Employer
     incorporation or organization)                 Identification No.)
</TABLE>

                22026 20th Avenue S.E., Bothell, Washington 98021
               (Address of Principal Executive Offices) (Zip Code)


                     1999 NONQUALIFIED STOCK INCENTIVE PLAN

                            2000 STOCK INCENTIVE PLAN
                           (Full titles of the plans)

                        Michael A. Martino, President and
                             Chief Executive Officer
                           Sonus Pharmaceuticals, Inc.
                             22026 20th Avenue S.E.
                            Bothell, Washington 98021
                     (Name and address of agent for service)
                                 (425) 487-9500
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                                K.C. Schaaf, Esq.
                            Christopher D. Ivey, Esq.
           Stradling Yocca Carlson & Rauth, a Professional Corporation
                      660 Newport Center Drive, Suite 1600
                         Newport Beach, California 92660
                                 (949) 725-4000

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
========================================================================================================
                                               Proposed Maximum     Proposed Maximum
 Title of Securities        Amount To Be           Offering            Aggregate           Amount of
  To Be Registered         Registered(1)(2)    Price Per Share       Offering Price     Registration Fee
========================================================================================================
<S>                        <C>                 <C>                  <C>                 <C>
Common Stock,
  $0.001 par value          800,000 shares           (3)               $655,099(3)          $172.95
========================================================================================================
</TABLE>



<PAGE>   2


(1)     Includes additional shares of Common Stock that may become issuable
        pursuant to the anti-dilution adjustment provisions of the 1999
        Nonqualified Stock Incentive Plan (the "1999 Plan") (300,000 shares) and
        the 2000 Stock Incentive Plan (the "2000 Plan") (500,000 shares).

(2)     Previously, 600,000 shares of Common Stock available for grant under the
        1999 Plan were registered on a Registration Statement on Form S-8 on
        September 27, 1999 (Registration No. 333-87897).

(3)     The aggregate offering price of 317,184 shares of Common Stock
        registered hereby which could be issued upon exercise of options granted
        under the 1999 Plan and the 2000 Plan is based upon the per share
        exercise price of such options, the weighted average of which is
        approximately $0.875 per share. With respect to the remaining 482,816
        shares of Common Stock registered hereby which could be issued upon
        exercise of the remaining options and rights to purchase which
        Registrant is authorized to issue under the 1999 Plan and the 2000 plan,
        the aggregate offering price is estimated solely for purposes of
        calculating the registration fee, in accordance with Rule 457(h) on the
        basis of the price of securities of the same class, as determined in
        accordance with Rule 457(c), using the average of the high and low price
        reported by the Nasdaq National Market for Common Stock on November 9,
        2000, which was $0.782 per share.



<PAGE>   3

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference
------------------------------------------------

        The following documents are incorporated herein by reference:

        (a)     The Registrant's Registration Statement on Form S-8 dated
                September 27, 1999 (Registration No. 333-87897).

        (b)     The Registrant's Annual Report on Form 10-K for the year ended
                December 31,1999.

        (c)     The Registrant's Quarterly Report on Form 10-Q for the quarter
                ended March 31, 2000.

        (d)     The Registrant's Quarterly Report on Form 10-Q for the quarter
                ended June 30, 2000.

        (e)     The Registrant's Quarterly Report on Form 10-Q for the quarter
                ended September 30, 2000.

        (f)     All other reports filed by the Registrant pursuant to Section
                13(a) or 15(d) of the Securities Exchange Act of 1934, as
                amended (the "Exchange Act"), since the end of the fiscal year
                covered by the Annual Report on Form 10-K referred to in (b)
                above.

        (g)     The description of the Registrant's Common Stock that is
                contained in the Registrant's Registration Statement on Form 8-A
                filed under Section 12 of the Exchange Act, including any
                amendment or report filed for the purpose of updating that
                description.

        All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) or the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all such securities then remaining unsold, shall be
deemed to be incorporated herein by reference and to a part hereof from the date
of filing of such documents, except as to any portion of any future annual or
quarterly report to stockholders or document that is not deemed filed under such
provisions. For the purposes of this registration statement, any statement in a
document incorporated by references shall be deemed to be modified or superseded
to the extent that a statement is contained in this registration statement
modifies or supersedes a statement in such document. Any statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.

Item 4. Description of Securities
---------------------------------

        Not Applicable

Item 5. Interests of Named Experts and Counsel
----------------------------------------------

        Not Applicable

Item 6. Indemnification of Directors and Officers
-------------------------------------------------

        (a)     As permitted by the Delaware General Corporation Law, the
                Registrant's Certificate of Incorporation eliminates the
                liability of directors to the Registrant or its stockholders for
                monetary damages for breach of fiduciary duty as a director,
                except to the extent otherwise required by the Delaware General
                Corporation Law.

        (b)     The Certificate of Incorporation provides that the Registrant
                will indemnify each person who was or is made a party to any
                proceeding by reason of the fact that such person is or was a
                director or officer of the Registrant against all expense,
                liability and loss reasonably incurred or suffered by such
                person in connection therewith to the fullest extent authorized
                by the Delaware General Corporation Law. The Registrant's Bylaws
                provide for a similar indemnity to directors and officers of the
                Registrant to the fullest extent authorized by General
                Corporation Law.

        (c)     The Certificate of Incorporation also gives the Registrant the
                ability to enter into indemnification agreements with each of
                its officers and directors. The Registrant has entered into



<PAGE>   4

                indemnification agreements with each of its directors and
                executive officers. The indemnification agreements provide for
                the indemnification of directors and officers against any and
                all expenses, judgements, fines, penalties and amounts paid in
                settlement, to the fullest extent permitted by law.

Item 7. Exemption from Registration Claims
------------------------------------------

        Not Applicable

Item 8. Exhibits
----------------

        The following exhibits are filed as part of this Registration Statement:

<TABLE>
<CAPTION>
   Number               Description
   ------               -----------
   <S>                  <C>
     4.1                SONUS Pharmaceuticals, Inc. 1999 Nonqualified Stock
                        Incentive Plan (the "1999 Plan") (incorporated by
                        reference to Exhibit 10.7 to the Company's Quarterly
                        Report on Form 10-Q for the quarter ended March 31,
                        1999).

     4.2                Form of Nonqualified Stock Option Agreement pertaining
                        to the 1999 Plan (incorporated by reference to Exhibit
                        10.8 to the Company's Quarterly Report on Form 10-Q for
                        the quarter ended March 31, 1999).

     4.3                Form of Restricted Stock Purchase Agreement pertaining
                        to the 1999 Plan (incorporated by reference to Exhibit
                        10.9 to the Company's Quarterly Report on Form 10-Q for
                        the quarter ended March 31, 1999).

     4.4                SONUS Pharmaceuticals, Inc. 2000 Stock Incentive Plan
                        (the "2000 Plan") (incorporated by reference to Exhibit
                        10.41 to the Company's Quarterly Report on Form 10-Q for
                        the quarter ended June 30, 2000).

     4.5                Form of Stock Option Agreement pertaining to the 2000
                        Plan (incorporated by reference to Exhibit 10.42 to the
                        Company's Quarterly Report on Form 10-Q for the quarter
                        ended June 30, 2000).

     4.6                Form of Restricted Stock Purchase Agreement pertaining
                        to the 2000 Plan.

     5.1                Opinion of Stradling, Yocca, Carlson & Rauth, a
                        Professional Corporation, Counsel to the Registrant.

     23.1               Consent of Stradling Yocca Carlson & Rauth, a
                        Professional Corporation (included in the Opinion filed
                        as Exhibit 5.1).

     23.2               Consent of Ernst & Young LLP, Independent Auditors.

     24.1               Power of Attorney (included on signature page to this
                        Registration Statement at page 5).
</TABLE>

Item 9. Undertakings
--------------------

        Not Applicable



<PAGE>   5

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Bothell, State of Washington, on the 14th day of
November, 2000.

                                            SONUS PHARMACEUTICALS, INC.


                                            By: /s/ Richard J. Klein
                                               ---------------------------------
                                               Richard J. Klein
                                               Chief Financial Officer
                                               (Principal Financial and
                                               Accounting Officer)


                                POWER OF ATTORNEY

        We, the undersigned officers and directors of SONUS Pharmaceuticals,
Inc., do hereby constitute and appoint Michael A. Martino and Richard J. Klein,
or either of them, our true and lawful attorneys-in-fact and agents, each with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same, with exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that each of said attorneys-in-fact and agents, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.


<TABLE>
<S>                                         <C>                                     <C>
/s/ Michael A. Martino                      President, Chief Executive Officer      November 14, 2000
----------------------------------          and Director (Principal Executive
Michael A. Martino                          Officer)

/s/ Richard J. Klein                        Chief Financial Officer (Principal      November 14, 2000
----------------------------------          Financial and Accounting Officer)
Richard J. Klein

/s/ George W. Dunbar, Jr.                   Director, Co-Chairman of the Board      November 14, 2000
----------------------------------          of Directors
George W. Dunbar, Jr.

/s/ Christopher S. Henney                   Director                                November 14, 2000
----------------------------------
Christopher S. Henney, Ph.d., D.Sc.

/s/ Robert E. Ivy                           Director, Co-Chairman of the Board      November 14, 2000
----------------------------------          of Directors
Robert E. Ivy

/s/ Dwight Winstead                         Director                                November 14, 2000
----------------------------------
Dwight Winstead
</TABLE>



<PAGE>   6

<TABLE>
<CAPTION>
   Number               Description
   ------               -----------
   <S>                  <C>
     4.1                SONUS Pharmaceuticals, Inc. 1999 Nonqualified Stock
                        Incentive Plan (the "1999 Plan") (incorporated by
                        reference to Exhibit 10.7 to the Company's Quarterly
                        Report on Form 10-Q for the quarter ended March 31,
                        1999).

     4.2                Form of Nonqualified Stock Option Agreement pertaining
                        to the 1999 Plan (incorporated by reference to Exhibit
                        10.8 to the Company's Quarterly Report on Form 10-Q for
                        the quarter ended March 31, 1999).

     4.3                Form of Restricted Stock Purchase Agreement pertaining
                        to the 1999 Plan (incorporated by reference to Exhibit
                        10.9 to the Company's Quarterly Report on Form 10-Q for
                        the quarter ended March 31, 1999).

     4.4                SONUS Pharmaceuticals, Inc. 2000 Stock Incentive Plan
                        (the "2000 Plan") (incorporated by reference to Exhibit
                        10.41 to the Company's Quarterly Report on Form 10-Q for
                        the quarter ended June 30, 2000).

     4.5                Form of Stock Option Agreement pertaining to the 2000
                        Plan (incorporated by reference to Exhibit 10.42 to the
                        Company's Quarterly Report on Form 10-Q for the quarter
                        ended June 30, 2000).

     4.6                Form of Restricted Stock Purchase Agreement pertaining
                        to the 2000 Plan.

     5.1                Opinion of Stradling, Yocca, Carlson & Rauth, a
                        Professional Corporation, Counsel to the Registrant.

     23.1               Consent of Stradling Yocca Carlson & Rauth, a
                        Professional Corporation (included in the Opinion filed
                        as Exhibit 5.1).

     23.2               Consent of Ernst & Young LLP, Independent Auditors.

     24.1               Power of Attorney (included on signature page to this
                        Registration Statement at page 5).
</TABLE>



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.6
<SEQUENCE>2
<FILENAME>v67254ex4-6.txt
<DESCRIPTION>EXHIBIT 4.6
<TEXT>

<PAGE>   1

                                                                     EXHIBIT 4.6

                           SONUS PHARMACEUTICALS, INC.
                       RESTRICTED STOCK PURCHASE AGREEMENT
                                      UNDER
                            2000 STOCK INCENTIVE PLAN

        THIS RESTRICTED STOCK PURCHASE AGREEMENT (the "Agreement") is entered
into as of _______________, ______ by and between ______________________
(hereinafter referred to as "Purchaser"), and SONUS PHARMACEUTICALS, INC., a
Delaware corporation (hereinafter referred to as the "Company"), pursuant to the
Company's 2000 Stock Incentive Plan (the "Plan").

                                R E C I T A L S :

        A. Purchaser is an employee, director, consultant or other person who
provides services to the Company or a parent or subsidiary of the Company, as
those terms are defined in Sections 424(e) and 424(f) of the Internal Revenue
Code of 1986, as amended (a "Service Provider"), and in connection therewith has
rendered services for and on behalf of the Company.

        B. The Company desires to issue shares of common stock to Purchaser for
the consideration set forth herein to provide an incentive for Purchaser to
remain a Service Provider of the Company and to exert added effort towards its
growth and success.

        NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth, and for other good and valuable consideration, the parties agree as
follows:

        1. ISSUANCE OF SHARES. The Company hereby offers to issue to Purchaser
an aggregate of _____________ (_____ ) shares of the Common Stock of the Company
(the "Shares") on the terms and conditions herein set forth. Unless this offer
is earlier revoked in writing by the Company, Purchaser shall have ten (10) days
from the date of the delivery of this Agreement to Purchaser to accept the offer
of the Company by executing and delivering to the Company two copies of this
Agreement, without condition or reservation of any kind whatsoever, together
with the consideration to be delivered by Purchaser pursuant to Section 2 below.

        2. CONSIDERATION. The purchase price for the Shares shall be $_____ per
share, or $________ in the aggregate, which shall be paid by the delivery of
Purchaser's check payable to the Company.

        3. VESTING OF SHARES. The Shares acquired hereunder shall vest and
become "Vested Shares" as follows:

               On or After:                        No. of Shares:

Shares which have not yet become vested are herein called "Unvested Shares." No
additional Shares shall vest after the date of termination of Purchaser's
"Continuous Service" (as defined below). As used herein, the term "Continuous
Service" means (i) employment by either the Company or any parent or subsidiary
corporation of the Company, which is uninterrupted except for vacations, illness
(except for permanent disability, as defined in Section 22(e)(3) of the Code) or
leaves of absence which are approved in writing by the Company or any of such
other employer corporations, if applicable, (ii) service as a member of the
Board of Directors of the Company, or (iii) so long as Purchaser is engaged as a
consultant or service provider to the Company.



<PAGE>   2

        4. RECONVEYANCE UPON TERMINATION OF SERVICE.

(a)     RECONVEYANCE OPTION. If Purchaser should cease to render Continuous
        Service to the Company or a parent or its subsidiaries, for any reason
        (hereinafter referred to as the "Termination Date"), the Company shall
        have the option to acquire (hereinafter referred to as the "Reconveyance
        Option") from Purchaser all or part of the Unvested Shares.

(b)     CONSIDERATION FOR RECONVEYANCE OPTION. The Company shall pay Purchaser
        as consideration for the Unvested Shares to be acquired upon exercise of
        the Reconveyance Option the original purchase price paid by Purchaser.

(c)     PROCEDURE FOR EXERCISE OF RECONVEYANCE OPTION. The Company shall have
        the right to exercise the Reconveyance Option by acquiring all or any
        part of the Shares subject to the Reconveyance Option by delivery to
        Purchaser and/or any other person obligated to transfer the Shares
        written notice of election to purchase the Shares or any portion thereof
        within sixty (60) days following the Termination Date. Such written
        notice shall indicate the number of Shares to be purchased by the
        Company. In the event that the Company does not elect to exercise the
        Reconveyance Option as to all or part of the Shares under the provisions
        of this Section 4 by written notice to Purchaser within the period
        specified above, the Reconveyance Option shall expire as to all Shares
        which the Company has not elected to acquire.

(d)     NOTIFICATION AND SETTLEMENT. In the event that the Company has elected
        to exercise the Reconveyance Option as to part or all of the Shares
        within the period described above, Purchaser or such other person shall
        deliver to the Company certificate(s) representing the Shares to be
        acquired by the Company within thirty (30) days following the date of
        the notice from the Company. The Company shall deliver to Purchaser
        against delivery of the Shares, checks of the Company payable to
        Purchaser and/or any other person obligated to transfer the Shares in
        the aggregate amount of the purchase price to be paid as set forth in
        paragraph (b) above.

(e)     NONTRANSFERABILITY AND DEPOSIT OF UNVESTED SHARES. Unvested Shares may
        not be sold, assigned, transferred, pledged or otherwise encumbered or
        disposed of without the prior written consent of the Company, which
        consent may be given or withheld in its sole discretion. Purchaser shall
        deposit with the Company certificates representing the Unvested Shares,
        together with a duly executed stock assignment separate from certificate
        in blank, which shall be held by the Secretary of the Company. Purchaser
        shall be entitled to vote and to receive dividends and distributions on
        all such deposited Shares.

(f)     TERMINATION. The provisions of this Section 4 shall automatically
        terminate, and the Shares shall not be subject to the Reconveyance
        Option, immediately prior to the consummation of a Change in Control (as
        defined in Section 2.5 of the Plan), unless provision is made in writing
        in connection with such transaction for the continuance or assumption of
        this Agreement or the substitution for this Agreement of a new agreement
        of comparable value covering shares of a successor corporation, with
        appropriate adjustments as to the number and kind of shares and the
        purchase price, in which event this Agreement or the new agreement
        substituted therefor shall continue in the manner and under the terms so
        provided. If such provision is not made in such transaction, then the
        Administrator shall cause written notice of the proposed transaction to
        be given to Purchaser not less than fifteen (15) days prior to the
        anticipated effective date of the proposed transaction, and the Shares,
        if not already fully vested, shall concurrent with and conditioned upon
        the effective date of the proposed transaction, be accelerated and
        become fully vested at such time.

        5. ADJUSTMENTS UPON CHANGES IN CAPITAL STRUCTURE. In the event that the
outstanding Shares of Common Stock of the Company are hereafter increased or
decreased or changed into or exchanged for a different number or kind of shares
or other securities of the Company by reason of a recapitalization, stock split,
combination of shares, reclassification, stock dividend, or other change in the
capital structure of the Company, then Purchaser shall be entitled to new or
additional or different shares of stock or securities, in order to preserve, as
nearly as practical, but not to increase, the benefits of Purchaser under this
Agreement, in accordance with the provisions of Section 4.2 of the Plan. Such
new, additional or different shares shall be deemed "Shares" for purposes of
this Agreement and subject to all of the terms and conditions hereof.



<PAGE>   3

        6. SHARES FREE AND CLEAR. All Shares purchased by the Company pursuant
to this Agreement shall be delivered by Purchaser free and clear of all claims,
liens and encumbrances of every nature (except the provisions of this Agreement
and any conditions concerning the Shares relating to compliance with applicable
federal or state securities laws), and the purchaser thereof shall acquire full
and complete title and right to all of the shares, free and clear of any claims,
liens and encumbrances of every nature (again except for the provisions of this
Agreement and such securities laws).

        7. LIMITATION OF COMPANY'S LIABILITY FOR NONISSUANCE. The Company agrees
to use its reasonable best efforts to obtain from any applicable regulatory
agency such authority or approval as may be required in order to issue and sell
the Shares to Purchaser pursuant to this Agreement. Inability of the Company to
obtain, from any such regulatory agency, authority or approval deemed by the
Company's counsel to be necessary for the lawful issuance and sale of the Shares
hereunder and under the Plan shall relieve the Company of any liability in
respect of the nonissuance or sale of such Shares as to which such requisite
authority or approval shall not have been obtained.

        8. NOTICES. All notices, requests, consents and other communications
hereunder shall be in writing and shall be deemed to have been duly given when
personally delivered or three (3) days after being mailed, by United States
certified or registered mail, prepaid, to the parties or their assignees at the
addresses set forth opposite their signatures below (or such other address as
shall be given in writing by either party to the other).

        9. BINDING OBLIGATIONS. All covenants and agreements herein contained by
or on behalf of any of the parties hereto shall bind and inure to the benefit of
the parties hereto and their permitted successors and assigns.

        10. CAPTIONS AND SECTION HEADINGS. Captions and section headings used
herein are for convenience only, and are not part of this Agreement and shall
not be used in construing it.

        11. AMENDMENT. This Agreement may not be amended, waived, discharged, or
terminated other than by written agreement of the parties.

        12. ENTIRE AGREEMENT. This Agreement and the Plan constitute the entire
agreement between the parties with respect to the subject matter hereof and
supersede all prior or contemporaneous written or oral agreements and
understandings of the parties, either express or implied.

        13. ASSIGNMENT. No party hereto shall have the right, without the prior
written consent of the other party, to sell, assign, mortgage, pledge or
otherwise transfer any interest or right created hereby. This Agreement is made
solely for the benefit of the parties hereto, and no other person, partnership,
association or corporation shall acquire or have any right under or by virtue of
this Agreement.

        14. SEVERABILITY. Should any provision or portion of this Agreement be
held to be unenforceable or invalid for any reason, the remaining provisions and
portions of this Agreement shall be unaffected by such holding.

        15. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, all of which taken together shall constitute one agreement and any
party hereto may execute this Agreement by signing any such counterpart. This
Agreement shall be binding upon Purchaser and the Company at such time as the
Agreement, in counterpart or otherwise, is executed by Purchaser and the
Company.

        16. APPLICABLE LAW. This Agreement shall be construed under, and
enforced in accordance with and governed by the laws of the State of California.

        17. NO AGREEMENT TO EMPLOY. Nothing in this Agreement shall affect any
right with respect to continuance of employment by the Company or any of its
subsidiaries. The right of the Company or any of its subsidiaries to terminate
at will the Purchaser's employment at any time (whether by dismissal, discharge
or otherwise), with or without cause, is specifically reserved, subject to any
other written employment agreement to which the Company and Purchaser may be a
party.



<PAGE>   4

        18. MARKET STANDOFF AGREEMENT. Purchaser agrees in connection with any
registration of the Company's securities that, upon the request of the Company
or the underwriters managing any public offering of the Company's securities,
Optionee will not sell or otherwise dispose of any Purchased Shares without the
prior written consent of the Company or such underwriters, as the case may be,
for a period of time (not to exceed 90 days) from the effective date of such
registration as the Company or the underwriters may specify.

        19. TAX ELECTIONS. Purchaser acknowledges that Purchaser has considered
the advisability of all tax elections in connection with the purchase of the
Shares hereunder, including the making of an election under Section 83(b) under
the Internal Revenue Code of 1986, as amended, and that the Company has no
responsibility for the making of any such election.

        20. ATTORNEYS' FEES. If any party shall bring an action in law or equity
against another to enforce or interpret any of the terms, covenants and
provisions of this Agreement, the prevailing party in such action shall be
entitled to recover reasonable attorneys' fees and costs.



<PAGE>   5

        IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.

                                            THE COMPANY:

                                            SONUS PHARMACEUTICALS, INC.


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


                                            PURCHASER:


                                            ------------------------------------

                                            ------------------------------------
                                            (Print Name)



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>3
<FILENAME>v67254ex5-1.txt
<DESCRIPTION>EXHIBIT 5.1
<TEXT>

<PAGE>   1

                                                                     EXHIBIT 5.1

                                November 14, 2000

SONUS Pharmaceuticals, Inc.
22026 20th Avenue, S.E.
Bothell, Washington  98021

        Re:     Registration Statement on Form S-8

Gentlemen:

                At your request, we have examined the form of Registration
Statement on Form S-8 (the "Registration Statement") being filed by SONUS
Pharmaceuticals, Inc., a Delaware corporation (the "Company"), with the
Securities and Exchange Commission in connection with the registration under the
Securities Act of 1933, as amended, of an additional 800,000 shares of the
Company's common stock, $.001 par value ("Common Stock"), issuable under the
Company's 1999 Nonqualified Stock Incentive Plan and 2000 Stock Incentive Plan
(the "Plans").

                We have examined the proceedings heretofore taken and are
familiar with the additional proceedings proposed to be taken by the Company in
connection with the authorization, issuance and sale of the securities referred
to above.

                Based on the foregoing, it is our opinion that the 800,000
shares of Common Stock to be issued under the Plans against full payment in
accordance with the respective terms and conditions of the Plans will be legally
and validly issued, fully paid and nonassessable.

                We consent to the use of this opinion as an exhibit to the
Registration Statement.


                                           Very truly yours,

                                           /s/ STRADLING, YOCCA, CARLSON & RAUTH
                                           ------------------------------------
                                           STRADLING, YOCCA, CARLSON & RAUTH



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>4
<FILENAME>v67254ex23-2.txt
<DESCRIPTION>EXHIBIT 23.2
<TEXT>

<PAGE>   1

                                                                    EXHIBIT 23.2

              CONSENT OF ERNST AND YOUNG LLP, INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the SONUS Pharmaceuticals, Inc., 1999 Nonqualified Stock
Incentive Plan and 2000 Stock Incentive Plan of our report dated January 21,
2000, except for Note 12, as to which the date is February 15, 2000 with respect
to the financial statements of SONUS Pharmaceuticals, Inc. included in its
Annual Report (Form 10-K) for the year ended December 31, 1999, filed with the
Securities and Exchange Commission.



                                            /s/ ERNST & YOUNG LLP
                                            ------------------------------------
                                            ERNST & YOUNG LLP
Seattle, Washington
November 14, 2000

</TEXT>
</DOCUMENT>
</SUBMISSION>
