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CONSENT OF SG COWEN SECURITIES CORPORATION
April 7, 2000
Special Committee of the Board of Directors
Spiros Development Corporation II, Inc.
7475 Lusk Boulevard
San Diego, CA 92121
We hereby consent to the inclusion of our opinion, dated March 20, 2000, in
the joint proxy statement-prospectus of Dura Pharmaceuticals, Inc., which is
a part of this Registration Statement on Form S-4, File No. 333-35512 and to
the references therein to our firm and to our opinion under the headings
"Summary - Opinion of our financial advisor" "Background of the Merger,"
"Recommendation of our board of directors; our reasons for the merger;
fairness of the merger," "Opinion of SG Cowen Securities Corporation," and
"Dura's reasons for the merger." In executing this consent, we do not admit
or acknowledge that SG Cowen Securities Corporation is within the class of
persons whose consent is required by Section 7 of the Securities Act of 1933,
as amended, or the rules and regulations promulgated thereunder, and we do
not thereby admit that we are experts with respect to any part of the
Registration Statement under the meaning of the term "expert" as used in the
Securities Act of 1933, as amended, or the rules and regulations promulgated
thereunder.
SG COWEN SECURITIES CORPORATION
By: /s/ Robert D. Valdez
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Robert D. Valdez
Managing Director
