
<PAGE>
                                                                    EXHIBIT 10.6


                                  AEROGEN, INC.
                        2000 EMPLOYEE STOCK PURCHASE PLAN

                  ADOPTED BY BOARD OF DIRECTORS AUGUST 24, 2000
         AMENDED FOR 3 FOR 1 REVERSE STOCK SPLIT _____________, 2000
                  APPROVED BY STOCKHOLDERS ___________, 2000
                      TERMINATION DATE: AUGUST 24, 2020


1.    PURPOSE.

      (a)  The purpose of the Plan is to provide a means by which Employees
of the Company and certain designated Affiliates may be given an opportunity
to purchase Shares of the Company.

      (b)  The Company, by means of the Plan, seeks to retain the services of
such Employees, to secure and retain the services of new Employees and to
provide incentives for such persons to exert maximum efforts for the success
of the Company and its Affiliates.

      (c)  The Company intends that the Rights to purchase Shares granted
under the Plan be considered options issued under an "employee stock purchase
plan," as that term is defined in Section 423(b) of the Code.

2.    DEFINITIONS.

      (a)  "AFFILIATE" means any parent corporation or subsidiary
corporation, whether now or hereafter existing, as those terms are defined in
Sections 424(e) and (f), respectively, of the Code.

      (b)  "BOARD" means the Board of Directors of the Company.

      (c)  "CODE" means the United States Internal Revenue Code of 1986, as
amended.

      (d)  "COMMITTEE" means a Committee appointed by the Board in accordance
with subsection 3(c) of the Plan.

      (e)  "COMMON STOCK" means the common stock of the Company.

      (f)  "COMPANY" means AeroGen, Inc., a Delaware corporation.

      (g)  "DIRECTOR" means a member of the Board.

      (h)  "ELIGIBLE EMPLOYEE" means an Employee who meets the requirements
set forth in the Offering for eligibility to participate in the Offering.

                                 -1-
<PAGE>

      (i)  "EMPLOYEE" means any person, including Officers and Directors,
employed by the Company or an Affiliate of the Company. Neither service as a
Director nor payment of a director's fee shall be sufficient to constitute
"employment" by the Company or the Affiliate.

      (j)  "EMPLOYEE STOCK PURCHASE PLAN" means a plan that grants rights
intended to be options issued under an "employee stock purchase plan," as
that term is defined in Section 423(b) of the Code.

      (k)  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

      (l)  "FAIR MARKET VALUE" means the value of a security, as determined
in good faith by the Board. If the security is listed on any established
stock exchange or traded on the Nasdaq National Market or the Nasdaq SmallCap
Market, then, except as otherwise provided in the Offering, the Fair Market
Value of the security shall be the closing sales price (rounded up where
necessary to the nearest whole cent) for such security (or the closing bid,
if no sales were reported) as quoted on such exchange or market (or the
exchange or market with the greatest volume of trading in the relevant
security of the Company) on the trading day prior to the relevant
determination date, as reported in THE WALL STREET JOURNAL or such other
source as the Board deems reliable.

      (m)  "OFFERING" means the grant of Rights to purchase Shares under the
Plan to Eligible Employees.

      (n)  "OFFERING DATE" means a date selected by the Board for an Offering
to commence.

      (o)  "PARTICIPANT" means an Eligible Employee who holds an outstanding
Right granted pursuant to the Plan or, if applicable, such other person who
holds an outstanding Right granted under the Plan.

      (p)  "PLAN" means this AeroGen, Inc. 2000 Employee Stock Purchase Plan.

      (q)  "PURCHASE DATE" means one or more dates established by the Board
during an Offering on which Rights granted under the Plan shall be exercised
and purchases of Shares carried out in accordance with such Offering.

      (r)  "RIGHT" means an option to purchase Shares granted pursuant to the
Plan.

      (s)  "RULE 16b-3" means Rule 16b-3 of the Exchange Act or any successor
to Rule 16b-3 as in effect with respect to the Company at the time discretion
is being exercised regarding the Plan.

      (t)  "SECURITIES ACT" means the Securities Act of 1933, as amended.

      (u)  "SHARE" means a share of the Common Stock of the Company.

                                 -2-
<PAGE>

3.    ADMINISTRATION.

      (a)  The Board shall administer the Plan unless and until the Board
delegates administration to a Committee, as provided in subsection 3(c).
Whether or not the Board has delegated administration, the Board shall have
the final power to determine all questions of policy and expediency that may
arise in the administration of the Plan.

      (b)  The Board (or the Committee) shall have the power, subject to, and
within the limitations of, the express provisions of the Plan:

           (i)   To determine when and how Rights to purchase Shares shall be
granted and the provisions of each Offering of such Rights (which need not be
identical).

           (ii)  To designate from time to time which Affiliates of the
Company shall be eligible to participate in the Plan.

           (iii) To construe and interpret the Plan and Rights granted under
it, and to establish, amend and revoke rules and regulations for its
administration. The Board, in the exercise of this power, may correct any
defect, omission or inconsistency in the Plan, in a manner and to the extent
it shall deem necessary or expedient to make the Plan fully effective.

           (iv)  To amend the Plan as provided in Section 14.

           (v)   Generally, to exercise such powers and to perform such acts
as it deems necessary or expedient to promote the best interests of the
Company and its Affiliates and to carry out the intent that the Plan be
treated as an Employee Stock Purchase Plan.

           (vi)  All determinations, interpretations and constructions made
by the Board in good faith shall not be subject to review by any person and
shall be final, binding and conclusive on all persons.

      (c)  The Board may delegate  administration  of the Plan to a Committee
 of the Board  composed of two (2) or more Directors.

4.    SHARES SUBJECT TO THE PLAN.

      (a)  Subject to the provisions of Section 13 relating to adjustments
upon changes in securities, the Shares that may be sold pursuant to Rights
granted under the Plan shall not exceed in the aggregate two hundred fifty
thousand (250,000) Shares. If any Right granted under the Plan shall for any
reason terminate without having been exercised, the Shares not purchased
under such Right shall again become available for the Plan.

      (b)  The aggregate number of Shares that may be sold pursuant to Rights
granted under the Plan as specified in Section 4(a) hereof automatically
shall be increased as follows:

           (i)   Subject to the provisions of Section 13 relating to
adjustments upon changes in securities, on the day of each annual meeting of
stockholders of the Company (the

                                 -3-
<PAGE>


"Calculation Date") for a period of twenty (20) years, commencing with the
annual meeting of stockholders in 2001, the aggregate number of shares of
Common Stock that is available for issuance under the Plan shall
automatically be increased by that number of shares equal to the least of (1)
one percent (1%) of the Diluted Shares Outstanding; (2) two hundred fifty
thousand (250,000) number of shares of Common Stock; or (3) such lesser
number of shares as determined by the Board.

           (ii)  "Diluted Shares Outstanding" shall mean, as of any date, (1)
the number of outstanding shares of Common Stock of the Company on such
Calculation Date, plus (2) the number of shares of Common Stock issuable upon
such Calculation Date assuming the conversion of all outstanding Preferred
Stock and convertible notes, plus (3) the additional number of dilutive
Common Stock equivalent shares outstanding as the result of any options or
warrants outstanding during the fiscal year, calculated using the treasury
stock method.

      (c)  The Shares subject to the Plan may be unissued Shares or Shares
that have been bought on the open market at prevailing market prices or
otherwise.

5.    GRANT OF RIGHTS; OFFERING.

      (a)  The Board may from time to time grant or provide for the grant of
Rights to purchase Shares of the Company under the Plan to Eligible Employees
in an Offering on an Offering Date or Dates selected by the Board. Each
Offering shall be in such form and shall contain such terms and conditions as
the Board shall deem appropriate, which shall comply with the requirements of
Section 423(b)(5) of the Code that all Employees granted Rights to purchase
Shares under the Plan shall have the same rights and privileges. The terms
and conditions of an Offering shall be incorporated by reference into the
Plan and treated as part of the Plan. The provisions of separate Offerings
need not be identical, but each Offering shall include (through incorporation
of the provisions of this Plan by reference in the document comprising the
Offering or otherwise) the period during which the Offering shall be
effective, which period shall not exceed twenty-seven (27) months beginning
with the Offering Date, and the substance of the provisions contained in
Sections 6 through 9, inclusive.

      (b)  If a Participant has more than one Right outstanding under the
Plan, unless he or she otherwise indicates in agreements or notices delivered
hereunder: (i) each agreement or notice delivered by that Participant will be
deemed to apply to all of his or her Rights under the Plan, and (ii) an
earlier-granted Right (or a Right with a lower exercise price, if two Rights
have identical grant dates) will be exercised to the fullest possible extent
before a later-granted Right (or a Right with a higher exercise price if two
Rights have identical grant dates) will be exercised.

6.    ELIGIBILITY.

      (a)  Rights may be granted only to Employees of the Company or, as the
Board may designated as provided in subsection 3(b), to Employees of an
Affiliate. Except as provided in subsection 6(b), an Employee shall not be
eligible to be granted Rights under the Plan unless, on the Offering Date,
such Employee has been in the employ of the Company or the Affiliate, as the

                                 -4-
<PAGE>


case may be, for such continuous period preceding such grant as the Board may
require, but in no event shall the required period of continuous employment
be equal to or greater than two (2) years.

      (b)  The Board may provide that each person who, during the course of
an Offering, first becomes an Eligible Employee will, on a date or dates
specified in the Offering which coincides with the day on which such person
becomes an Eligible Employee or which occurs thereafter, receive a Right
under that Offering, which Right shall thereafter be deemed to be a part of
that Offering. Such Right shall have the same characteristics as any Rights
originally granted under that Offering, as described herein, except that:

           (i)   the date on which such Right is granted shall be the
"Offering Date" of such Right for all purposes, including determination of
the exercise price of such Right;

           (ii)  the period of the Offering with respect to such Right shall
begin on its Offering Date and end coincident with the end of such Offering;
and

           (iii) the Board may provide that if such person first becomes an
Eligible Employee within a specified period of time before the end of the
Offering, he or she will not receive any Right under that Offering.

      (c)  No Employee shall be eligible for the grant of any Rights under
the Plan if, immediately after any such Rights are granted, such Employee
owns stock possessing five percent (5%) or more of the total combined voting
power or value of all classes of stock of the Company or of any Affiliate.
For purposes of this subsection 6(c), the rules of Section 424(d) of the Code
shall apply in determining the stock ownership of any Employee, and stock
which such Employee may purchase under all outstanding rights and options
shall be treated as stock owned by such Employee.

      (d)  An Eligible Employee may be granted Rights under the Plan only if
such Rights, together with any other Rights granted under all Employee Stock
Purchase Plans of the Company and any Affiliates, as specified by Section
423(b)(8) of the Code, do not permit such Eligible Employee's rights to
purchase Shares of the Company or any Affiliate to accrue at a rate which
exceeds twenty five thousand dollars ($25,000) of the fair market value of
such Shares (determined at the time such Rights are granted) for each
calendar year in which such Rights are outstanding at any time.

      (e)  The Board may provide in an Offering that Employees who are highly
compensated Employees within the meaning of Section 423(b)(4)(D) of the Code
shall not be eligible to participate.

      (f)  The Board may provide in an Offering that Employees whose
customary employment is twenty (20) hours or less per week shall not be
eligible to participate.

                                 -5-
<PAGE>


      (g)  The Board may provide in an Offering that Employees whose
customary employment is for not more than five (5) months in any calendar
year shall not be eligible to participate.

7.    RIGHTS; PURCHASE PRICE.

      (a)  On each Offering Date, each Eligible Employee, pursuant to an
Offering made under the Plan, shall be granted the Right to purchase up to
the number of Shares purchasable either:

           (i)   with a percentage designated by the Board not exceeding
fifteen percent (15%) of such Employee's Earnings (as defined by the Board in
each Offering) during the period which begins on the Offering Date (or such
later date as the Board determines for a particular Offering) and ends on the
date stated in the Offering, which date shall be no later than the end of the
Offering; or

           (ii)  with a maximum dollar amount designated by the Board that,
as the Board determines for a particular Offering, (1) shall be withheld, in
whole or in part, from such Employee's Earnings (as defined by the Board in
each Offering) during the period which begins on the Offering Date (or such
later date as the Board determines for a particular Offering) and ends on the
date stated in the Offering, which date shall be no later than the end of the
Offering and/or (2) shall be contributed, in whole or in part, by such
Employee during such period.

      (b)  The Board shall establish one or more Purchase Dates during an
Offering on which Rights granted under the Plan shall be exercised and
purchases of Shares carried out in accordance with such Offering.

      (c)  In connection with each Offering made under the Plan, the Board
may specify a maximum amount of Shares that may be purchased by any
Participant as well as a maximum aggregate amount of Shares that may be
purchased by all Participants pursuant to such Offering. In addition, in
connection with each Offering that contains more than one Purchase Date, the
Board may specify a maximum aggregate amount of Shares which may be purchased
by all Participants on any given Purchase Date under the Offering. If the
aggregate purchase of Shares upon exercise of Rights granted under the
Offering would exceed any such maximum aggregate amount, the Board shall make
a pro rata allocation of the Shares available in as nearly a uniform manner
as shall be practicable and as it shall deem to be equitable.

      (d)  The purchase price of Shares acquired pursuant to Rights granted
under the Plan shall be not less than the lesser of:

           (i)   an amount equal to  eighty-five  percent (85%) of the fair
market value of the Shares on the Offering Date; or

           (ii)  an amount equal to  eighty-five  percent (85%) of the fair
market value of the Shares on the Purchase Date.

                                 -6-
<PAGE>


8.    PARTICIPATION; WITHDRAWAL; TERMINATION.

      (a)  An Eligible Employee may become a Participant in the Plan pursuant
to an Offering by delivering a participation agreement to the Company within
the time specified in the Offering, in such form as the Company provides.
Each such agreement shall authorize payroll deductions of up to the maximum
percentage specified by the Board of such Employee's Earnings during the
Offering (as defined in each Offering). The payroll deductions made for each
Participant shall be credited to a bookkeeping account for such Participant
under the Plan and deposited with the general funds of the Company. To the
extent provided in the Offering, a Participant may reduce (including to zero)
or increase such payroll deductions. To the extent provided in the Offering,
a Participant may begin such payroll deductions after the beginning of the
Offering. A Participant may make additional payments into his or her account
only if specifically provided for in the Offering and only if the Participant
has not already had the maximum permitted amount withheld during the Offering.

      (b)  At any time during an Offering, a Participant may terminate his or
her payroll deductions under the Plan and withdraw from the Offering by
delivering to the Company a notice of withdrawal in such form as the Company
provides. Such withdrawal may be elected at any time prior to the end of the
Offering except as provided by the Board in the Offering. Upon such
withdrawal from the Offering by a Participant, the Company shall distribute
to such Participant all of his or her accumulated payroll deductions (reduced
to the extent, if any, such deductions have been used to acquire Shares for
the Participant) under the Offering, without interest unless otherwise
specified in the Offering, and such Participant's interest in that Offering
shall be automatically terminated. A Participant's withdrawal from an
Offering will have no effect upon such Participant's eligibility to
participate in any other Offerings under the Plan but such Participant will
be required to deliver a new participation agreement in order to participate
in subsequent Offerings under the Plan.

      (c)  Rights granted pursuant to any Offering under the Plan shall
terminate immediately upon cessation of any participating Employee's
employment with the Company or a designated Affiliate for any reason (subject
to any post-employment participation period required by law) or other lack of
eligibility. The Company shall distribute to such terminated Employee all of
his or her accumulated payroll deductions (reduced to the extent, if any,
such deductions have been used to acquire Shares for the terminated Employee)
under the Offering, without interest unless otherwise specified in the
Offering. The distribution shall be made from the general funds of the
Company, without interest.

      (d)  Rights granted under the Plan shall not be transferable by a
Participant otherwise than by will or the laws of descent and distribution,
or by a beneficiary designation as provided in Section 15 and, otherwise
during his or her lifetime, shall be exercisable only by the person to whom
such Rights are granted.

9.    EXERCISE.

      (a)  On each Purchase Date specified therefor in the relevant Offering,
each Participant's accumulated payroll deductions and other additional
payments specifically

                                 -7-
<PAGE>


provided for in the Offering (without any increase for interest) will be
applied to the purchase of Shares up to the maximum amount of Shares
permitted pursuant to the terms of the Plan and the applicable Offering, at
the purchase price specified in the Offering. No fractional Shares shall be
issued upon the exercise of Rights granted under the Plan unless specifically
provided for in the Offering.

      (b)  Unless otherwise specifically provided in the Offering, the
amount, if any, of accumulated payroll deductions remaining in any
Participant's account after the purchase of Shares that is equal to the
amount required to purchase one or more whole Shares on the final Purchase
Date of the Offering shall be distributed in full to the Participant at the
end of the Offering, without interest. The distribution shall be made from
the general funds of the Company, without interest.

      (c)  No Rights granted under the Plan may be exercised to any extent
unless the Shares to be issued upon such exercise under the Plan (including
Rights granted thereunder) are covered by an effective registration statement
pursuant to the Securities Act and the Plan is in material compliance with
all applicable state, foreign and other securities and other laws applicable
to the Plan. If on a Purchase Date in any Offering hereunder the Plan is not
so registered or in such compliance, no Rights granted under the Plan or any
Offering shall be exercised on such Purchase Date, and the Purchase Date
shall be delayed until the Plan is subject to such an effective registration
statement and such compliance, except that the Purchase Date shall not be
delayed more than twelve (12) months and the Purchase Date shall in no event
be more than twenty-seven (27) months from the Offering Date. If, on the
Purchase Date of any Offering hereunder, as delayed to the maximum extent
permissible, the Plan is not registered and in such compliance, no Rights
granted under the Plan or any Offering shall be exercised and all payroll
deductions accumulated during the Offering (reduced to the extent, if any,
such deductions have been used to acquire Shares) shall be distributed to the
Participants, without interest unless otherwise specified in the Offering.
The distribution shall be made from the general funds of the Company, without
interest.

10.   COVENANTS OF THE COMPANY.

      (a)  During the terms of the Rights granted under the Plan, the Company
shall ensure that the amount of Shares required to satisfy such Rights are
available.

      (b)  The Company shall seek to obtain from each federal, state, foreign
or other regulatory commission or agency having jurisdiction over the Plan
such authority as may be required to issue and sell Shares upon exercise of
the Rights granted under the Plan. If, after reasonable efforts, the Company
is unable to obtain from any such regulatory commission or agency the
authority which counsel for the Company deems necessary for the lawful
issuance and sale of Shares under the Plan, the Company shall be relieved
from any liability for failure to issue and sell Shares upon exercise of such
Rights unless and until such authority is obtained.

                                 -8-
<PAGE>


11.   USE OF PROCEEDS FROM SHARES.

      Proceeds from the sale of Shares pursuant to Rights granted under the
Plan shall constitute general funds of the Company.

12.   RIGHTS AS A STOCKHOLDER.

      A Participant shall not be deemed to be the holder of, or to have any
of the rights of a holder with respect to, Shares subject to Rights granted
under the Plan unless and until the Participant's Shares acquired upon
exercise of Rights under the Plan are recorded in the books of the Company.

13.   ADJUSTMENTS UPON CHANGES IN SECURITIES.

      (a)  If any change is made in the Shares subject to the Plan, or
subject to any Right, without the receipt of consideration by the Company
(through merger, consolidation, reorganization, recapitalization,
reincorporation, stock dividend, dividend in property other than cash, stock
split, liquidating dividend, combination of shares, exchange of shares,
change in corporate structure or other transaction not involving the receipt
of consideration by the Company), the Plan will be appropriately adjusted in
the nature, class(es) and maximum number of Shares subject to the Plan
pursuant to Section 4, and the outstanding Rights will be appropriately
adjusted in the nature, class(es), number of Shares and purchase limits of
such outstanding Rights. The Board shall make such adjustments, and its
determination shall be final, binding and conclusive. (The conversion of any
convertible securities of the Company shall not be treated as a transaction
that does not involve the receipt of consideration by the Company.)

      (b)  In the event of: (i) a dissolution, liquidation, or sale, lease or
other disposition of all or substantially all of the assets of the Company;
(ii) a merger or consolidation in which the Company is not the surviving
corporation; or (iii) a reverse merger in which the Company is the surviving
corporation but the Shares outstanding immediately preceding the merger are
converted by virtue of the merger into other property, whether in the form of
securities, cash or otherwise, then: (1) any surviving or acquiring
corporation shall assume or continue Rights outstanding under the Plan or
shall substitute similar rights (including a right to acquire the same
consideration paid to stockholders in the transaction described in this
subsection 13(b)) for those outstanding under the Plan, or (2) in the event
any surviving or acquiring corporation refuses to assume or continue such
Rights or to substitute similar rights for those outstanding under the Plan,
then, as determined by the Board in its sole discretion such Rights may
continue in full force and effect or the Participants' accumulated payroll
deductions (exclusive of any accumulated interest which cannot be applied
toward the purchase of Shares under the terms of the Offering) may be used to
purchase Shares immediately prior to the transaction described in clause
(i)-(iii) above under the ongoing Offering and the Participants' Rights under
the ongoing Offering thereafter shall be terminated.

                                 -9-
<PAGE>

14.   AMENDMENT OF THE PLAN.

      (a)  The Board at any time, and from time to time, may amend the Plan.
However, except as provided in Section 13 relating to adjustments upon
changes in securities and except as to minor amendments to benefit the
administration of the Plan, to take account of a change in legislation or to
obtain or maintain favorable tax, exchange control or regulatory treatment
for Participants or the Company or any Affiliate, no amendment shall be
effective unless approved by the stockholders of the Company to the extent
stockholder approval is necessary for the Plan to satisfy the requirements of
Section 423 of the Code, Rule 16b-3 under the Exchange Act and any Nasdaq or
other securities exchange listing requirements. Currently under the Code,
stockholder approval within twelve (12) months before or after the adoption
of the amendment is required where the amendment will:

           (i)   Increase the amount of Shares reserved for Rights under the
Plan;

           (ii)  Modify the provisions as to eligibility for participation in
the Plan to the extent such modification requires stockholder approval in
order for the Plan to obtain employee stock purchase plan treatment under
Section 423 of the Code or to comply with the requirements of Rule 16b-3; or

           (iii) Modify the Plan in any other way if such modification
requires stockholder approval in order for the Plan to obtain employee stock
purchase plan treatment under Section 423 of the Code or to comply with the
requirements of Rule 16b-3.

      (b)  It is expressly contemplated that the Board may amend the Plan in
any respect the Board deems necessary or advisable to provide Employees with
the maximum benefits provided or to be provided under the provisions of the
Code and the regulations promulgated thereunder relating to Employee Stock
Purchase Plans and/or to bring the Plan and/or Rights granted under it into
compliance therewith.

      (c)  Rights and obligations under any Rights granted before amendment
of the Plan shall not be impaired by any amendment of the Plan, except with
the consent of the person to whom such Rights were granted, or except as
necessary to comply with any laws or governmental regulations, or except as
necessary to ensure that the Plan and/or Rights granted under the Plan comply
with the requirements of Section 423 of the Code.

15.   DESIGNATION OF BENEFICIARY.

      (a)  A Participant may file a written designation of a beneficiary who
is to receive any Shares and/or cash, if any, from the Participant's account
under the Plan in the event of such Participant's death subsequent to the end
of an Offering but prior to delivery to the Participant of such Shares and
cash. In addition, a Participant may file a written designation of a
beneficiary who is to receive any cash from the Participant's account under
the Plan in the event of such Participant's death during an Offering.

                                -10-
<PAGE>


      (b)  The Participant may change such designation of beneficiary at any
time by written notice. In the event of the death of a Participant and in the
absence of a beneficiary validly designated under the Plan who is living at
the time of such Participant's death, the Company shall deliver such Shares
and/or cash to the executor or administrator of the estate of the
Participant, or if no such executor or administrator has been appointed (to
the knowledge of the Company), the Company, in its sole discretion, may
deliver such Shares and/or cash to the spouse or to any one or more
dependents or relatives of the Participant, or if no spouse, dependent or
relative is known to the Company, then to such other person as the Company
may designate.

16.   TERMINATION OR SUSPENSION OF THE PLAN.

      (a)  The Board in its discretion may suspend or terminate the Plan at
any time. Unless sooner terminated, the Plan shall terminate on the twentieth
anniversary of the effective date or at the time that all of the Shares
subject to the Plan's reserve, as increased and/or adjusted from time to
time, have been issued under the terms of the Plan whichever is earlier. No
Rights may be granted under the Plan while the Plan is suspended or after it
is terminated.

      (b)  Rights and obligations under any Rights granted while the Plan is
in effect shall not be impaired by suspension or termination of the Plan,
except as expressly provided in the Plan or with the consent of the person to
whom such Rights were granted, or except as necessary to comply with any laws
or governmental regulation, or except as necessary to ensure that the Plan
and/or Rights granted under the Plan comply with the requirements of Section
423 of the Code.

17.   EFFECTIVE DATE OF PLAN.

      The Plan shall become effective upon the effective date of the initial
public offering the Company's Common Stock, but no Rights granted under the
Plan shall be exercised unless and until the Plan has been approved by the
stockholders of the Company within twelve (12) months before or after the
date the Plan is adopted by the Board, which date may be prior to the
effective date set by the Board.


                                -11-
<PAGE>


                            AEROGEN, INC.

                EMPLOYEE STOCK PURCHASE PLAN ("ESPP")
                          ENROLLMENT/CHANGE FORM

<TABLE>
<CAPTION>

                       ACTION                                        COMPLETE SECTIONS:
<S>                    <C>                                           <C>
-------------------    ----
SECTION 1:                 New Enrollment                            2, 3, 6, 7
-------------------    ----
                           Payroll Deduction Change                  2, 4, 7
                       ----
ACTIONS                    Withdrawal                                2, 5, 7
                       ----
                           Beneficiary Designation                   2, 6, 7
                       ----

==================================================================================================================================
-------------------
SECTION 2:
-------------------
                         Name
                              ------------------------------------------------------------------------------------------
                                  Last                             First                                MI
EMPLOYEE                 Home Address
DATA                                  ----------------------------------------------------------------------------------
                                                                   Street

                              ------------------------------------------------------------------------------------------
                                  City                       State                     Zip Code
                         Social Security #:  |_||_||_| - |_||_| - |_||_||_||_|

==================================================================================================================================
-------------------
SECTION 3:
-------------------
                       Effective:                                 Payroll Deduction Amount:  _____% of Earnings (whole percentage,
NEW                                                               maximum 15%)
ENROLLMENT             |_| _______________, 200__

                       |_| Initial Offering

==================================================================================================================================
-------------------
SECTION 4:
-------------------
                       Effective  _____________________,  200__,  I  authorize  the  following  new  level  of  payroll
                       deduction:   (circle one)

PAYROLL                0%         1%         2%         3%        4%        5%        6%        7%        8%        9%        10%
DEDUCTION
CHANGE                 11%        12%        13%        14%     15%.

                       I understand that I may increase or reduce my payroll
                       deductions only as of the start of the next Purchase
                       Period, PROVIDED, HOWEVER, that I may reduce my payroll
                       deduction level ONCE, AND ONLY ONCE, during a six month
                       Purchase Period, effective as soon as administratively
                       practicable (except during the ten (10)-day period
                       immediately preceding a Purchase Date). I further
                       understand that, notwithstanding the foregoing, I may
                       reduce my participation level to zero at any time during
                       the six month period ending on a Purchase Date (except
                       during the ten (10)-day period immediately preceding a
                       Purchase Date).

                       NOTE:    If you reduce your payroll deductions to zero,
                                you are still considered a participant in the
                                ESPP and your previously-collected payroll
                                deductions will be applied toward the purchase
                                of shares on the next Purchase Date. To stop
                                your payroll deductions during an Offering and
                                receive a refund of your payroll deductions,
                                complete Section 5.

==================================================================================================================================
-------------------
SECTION 5:
-------------------
                       Effective with the pay period beginning
                       _____________________, I withdraw from the ESPP. I
                       understand that my withdrawal will be effective during
                       the specified pay period if administratively practicable,
WITHDRAWAL             and may actually occur in the following pay period. I
                       also understand that I may not withdraw during the ten
                       (10)-day period immediately preceding a Purchase Date.

                       Your election to withdraw from the Offering cannot be
                       changed, and you may not resume participation in the ESPP
                       prior to the commencement of the next Offering. In
                       connection with your withdrawal, your payroll deductions
                       will be refunded to you as soon as practicable, without
                       interest.

                       NOTE: If your employment terminates for any reason you
                       will immediately cease to participate in the ESPP, and
                       any payroll deductions collected and not previously used
                       to purchase stock will automatically be refunded to you
                       as soon as practicable, without interest.

==================================================================================================================================
-------------------
SECTION 6:             BENEFICIARY                                      RELATIONSHIP OF BENEFICIARY
-------------------
</TABLE>

                                -12-
<PAGE>


BENEFICIARY
DESIGNATION
            -------------------------------------------------------------------

===============================================================================

-------------------
SECTION 7:
-------------------

AUTHORIZATION

I hereby authorize AeroGen, Inc. to enroll me in the ESPP, to make regular
deductions in the amount indicated above, and to purchase shares for me. If I
have elected to withdraw from the ESPP, I authorize AeroGen, Inc. to
distribute my accumulated deductions to me. Any authorization for payroll
deductions will continue until canceled or changed by me in accordance with
the terms of the ESPP. Deductions will cease upon the termination of my
status as an eligible employee or termination of the ESPP or if I have
elected to withdraw from the ESPP. I agree to be bound by the terms and
provisions of the ESPP, as described in the official text of the ESPP, and
any applicable offering document.

Date:                           Signature:
     ----------------------               -------------------------------------



                                -13-
