SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549



                                    FORM 8-K

              Current Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


       Date of Report (Date of earliest event reported): DECEMBER 21, 2000



                        INHALE THERAPEUTIC SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)


                                    DELAWARE
                 (State or other jurisdiction of incorporation)



                 000-23556                               94-3134940
           (Commission File No.)              (IRS Employer Identification No.)



                               150 INDUSTRIAL ROAD
                              SAN CARLOS, CA 94070
              (Address of principal executive offices and zip code)

       Registrant's telephone number, including area code: (650) 631-3100


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ITEM 5.  OTHER EVENTS

         On December 21, 2000, Inhale Therapeutic Systems, Inc. ("Inhale")
announced an offer to acquire Bradford Particle Design plc, a biotechnology
company registered in England and Wales.

Inhale's press release, dated December 21, 2000, titled "Inhale Announces Offer
to Acquire Bradford Particle Design" is attached hereto as Exhibit 99.1.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

(C) EXHIBITS

Exhibit Number Description -------------- ------------------------------------------ 99.1 Press Release titled "Inhale Announces Offer to Acquire Bradford Particle Design" dated December 21, 2000.
2. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. INHALE THERAPEUTICS, INC. Dated: December 21, 2000 By: /s/ Brigid A. Makes --------------------------------------- Brigid A. Makes Chief Financial Officer and Vice President of Finance and Administration (Principal Financial and Accounting Officer) 3.



                                                                    EXHIBIT 99.1

     CONTACTS:
     Joyce Strand, Inhale           Rosemary Brook, Bradford Particle Design
     650 631-3138 (US)              Tel: +44 (0) 20 7229 9907 (UK)

         INHALE ANNOUNCES OFFER TO ACQUIRE BRADFORD PARTICLE DESIGN PLC

       NEW BREAKTHROUGH TECHNOLOGY FOR MANUFACTURING THE POWDER PARTICLES
                      USED IN MOST PHARMACEUTICAL PRODUCTS

     SAN CARLOS, CALIF., DECEMBER 21, 2000 - Inhale Therapeutic Systems, Inc.
     (Nasdaq:INHL) today announced that it has made an offer to acquire Bradford
     Particle Design plc (Bradford), a United Kingdom company that has pioneered
     the use of supercritical fluid technology, a fundamentally new and better
     method for manufacturing the powder particles that are used in most
     pharmaceutical products.

     Inhale has made a $200 million offer to acquire all the outstanding share
     capital of Bradford Particle Design plc. The offer consists of $180 million
     in newly issued Inhale stock and $20 million in cash. The number of Inhale
     shares to be exchanged for Bradford shares will be calculated using an
     average of Inhale's closing stock price from November 3 to December 20.
     Based on this number, the offer price translates to approximately 3.75
     million shares of Inhale stock plus $20 million cash. The offer is being
     made under the UK Takeover Code. The transaction has been approved by the
     boards of directors of both companies and by shareholders holding the
     majority of Bradford's shares, and is expected to close in January of 2001.

     Bradford's supercritical fluid processing technology reduces what is
     commonly now a multi-stage powder manufacturing process to a single step
     while improving product purity and consistency. The use of its technology
     to create powder particles has many potential benefits including:
     increasing the number of molecules that can be formulated into drug
     products, improving drug efficacy, shortening drug product development
     timelines, lengthening product shelf life, reducing the risk of product
     recalls, and decreasing production costs.

     "Bradford has a leading position in the field of supercritical fluid
     processing technology for pharmaceutical applications. We believe its
     technology has compelling advantages and over time will become the
     preferred method for producing powders for a wide range of oral,
     inhaleable, injectable, and other delivery applications," said Ajit Gill,
     Inhale's President and CEO.

     "We believe this acquisition is an outstanding fit for Inhale. The
     acquisition is a major step toward achieving Inhale's long-term goal of
     building the leading company based on drug delivery.

     "Initially, we focused on inhaleable macromolecules, because of the need
     for non-invasive delivery of these drugs. Our growth strategy is to
     continue to build on our leadership position in this field, while at the
     same time leverage our strengths in inhalation, macromolecule formulations,
     and powder technologies to enter large opportunity, non-


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     commodity markets in these areas. Our approach is to pick technologies and
     markets where we can build leadership positions through developing or
     acquiring platform technologies with broad applications. Bradford is an
     ideal match for these criteria."

                                    - MORE -

     INHALE ANNOUNCES OFFER TO ACQUIRE BRADFORD PARTICLE DESIGN PLC      PAGE 2

     Gill continued, "The union of the companies will leverage the strengths of
     both parties. Bradford's technology platform broadens Inhale's technology
     base in powders and inhalation, while expanding the focus of the company
     beyond our inhaleables to other pharmaceutical applications. The
     acquisition also significantly expands our number of partner relationships
     and should further enhance the visibility of both companies' technologies
     in the US and Europe."

     Bradford has entered feasibility and collaboration agreements with 15 major
     pharmaceutical companies to evaluate Bradford's supercritical fluid
     processing technology for use with 24 different compounds, the first of
     which are expected to enter human clinical testing in 2001. Since its
     inception in 1994, Bradford has signed feasibility and collaboration
     agreements with many of the world's top 20 pharmaceutical companies.
     Current partners include Glaxo-Wellcome, AstraZeneca and Bristol-Myers
     Squibb.

     "We do not expect that this acquisition will impact Inhale's time to
     profitability. Bradford has done a remarkable job of establishing a broad
     number of collaborations with research funding, milestone payments, and the
     potential for future royalties upon product commercialization. The company
     has assembled an outstanding team, and we will look forward to working with
     the management and employees of Bradford as they continue to introduce
     their technology across the pharmaceutical industry, " concluded Gill.

     Sir Christopher Benson, Bradford's Chairman, said, "We have already made
     tremendous strides in establishing our technology and scaling up to
     manufacture. Joining Inhale will enable us to accelerate the adoption of
     supercritical fluid processing as the preferred way of making
     pharmaceutical powders. Inhale has done an excellent job of building its
     business and pioneering the field of inhaleables. We look forward to
     working together to create a broad-based, innovative drug delivery company
     focused on working with partners to commercialize drug products."

    BRADFORD TECHNOLOGY
    Bradford's technology potentially has broad application as a fundamentally
    better way to make powders for oral, inhalation, injectable, and other
    pharmaceutical applications. Currently, most powders used in drug products
    are typically made using a four to five step process of crystallization,
    filtration, and milling. Supercritical fluid processing has several
    potential advantages over the current multi-step method including:


                                       5.



- -        PRODUCING PURER DRUG PRODUCTS, which could lead to longer product
         shelf-life, better clinical product performance, and reduced risk of
         product recalls;

- -        CONTROLLING PARTICLE CHARACTERISTICS to enable improved
         bioavailability, dispersability, controlled release, and powder flow;

- -        REDUCING OR ELIMINATING PRODUCT CHARACTERISTIC DIFFERENCES CAUSED BY
         PROCESS SCALE CHANGES, which might reduce development scale-up time and
         lessen clinical development risk caused by scale-induced drug product
         safety and efficacy variations;

- -        DECREASING MANUFACTURING COSTS due to the elimination of several
         processing steps and the possible reduction in the number of lost
         batches.

- -        INCREASING THE NUMBER OF MOLECULES THAT CAN BE DEVELOPED AS DRUG
         PRODUCTS AND REDUCING DEVELOPMENT TIME because of the ability to
         formulate many molecules that are difficult or impossible to formulate
         with standard crystallization and milling methods.

                                    --MORE--

     INHALE ANNOUNCES OFFER TO ACQUIRE BRADFORD PARTICLE DESIGN PLC     PAGE 3

     Bradford was established in 1994 by the University of Bradford, Professor
     Peter York, Dr Mazen Hanna and Dr Gwyn Humphreys, to develop and manage the
     exploitation of patented technology for controlled particle formation
     initially developed by the University's School of Pharmacy. Its founders,
     including the University, are the principal shareholders. In six years,
     Bradford has grown to a company employing approximately 40 staff on the
     Listerhills Science Park, adjacent to the university campus in Bradford.

     Inhale is pioneering drug delivery systems to easily deliver a range of
     inhaleable drugs, including peptides, proteins and small molecules, to the
     deep lung for treatment of systemic and respiratory diseases. Inhale's
     Inhance-TM- drug delivery platform technology combines innovations in
     powder technology and inhaling devices to enable efficient and reproducible
     delivery of inhaleable drugs. Inhale has development partnerships with
     several major pharmaceutical and biotechnology companies, including Pfizer,
     Aventis Behring (formerly Centeon), Biogen and Lilly. Inhale's most
     advanced program is inhaleable insulin, sponsored by Pfizer, which is in
     Phase III human clinical trials.

     Robert Chess, Inhale Chairman, will host a conference call at 10:30 a.m.
     Eastern Standard Time, today, December 21, to discuss the offer. To access
     the conference call, dial 888-937-2887 (US) or 212 346-6512 (outside the
     US). An audio replay will be available immediately following the call for
     approximately two weeks and can be accessed by dialing 800 633-8284 (US) or
     (858) 812-6440 (outside the US) and then entering the Reservation Number:
     17361171. A live and on-demand WEB cast will be available for two weeks via
     the Inhale website: www.inhale.com.
                         --------------

     This release contains forward-looking statements that reflect management's
     current views as to the company's future products, product developments,
     manufacturing scale-up, and other future events and operations. These
     forward-looking statements involve uncertainties and other risks that are
     detailed in Inhale's reports and other filings with the SEC, including its
     Form 10-K and 10-KA for the year ending Dec. 31, 1999. Actual results could
     differ materially from these forward-looking statements.

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