Execution
      Copy


    REGISTRATION
      RIGHTS AGREEMENT

     

    This
      REGISTRATION RIGHTS AGREEMENT (this “Agreement”),
      dated
      as of May 22nd, 2008, is by and between DISCOVERY LABORATORIES, INC. (the
“Company”)
      and
      KINGSBRIDGE CAPITAL LIMITED (the “Investor”).

     

    WHEREAS,
      the Company and the Investor have entered into that certain Common Stock
      Purchase Agreement, dated as of the date hereof (the “Purchase
      Agreement”),
      pursuant to which the Company may issue, from time to time, to the Investor
      up
      to $60 million worth of shares of Common Stock as provided for
      therein;

     

    WHEREAS,
      pursuant to the terms of, and in partial consideration for the Investor entering
      into, the Purchase Agreement, the Company has issued to the Investor a warrant,
      exercisable from time to time, in accordance with its terms, within five (5)
      years following the six-month anniversary of the date of issuance (the
“Warrant”)
      for
      the purchase of an aggregate of up to 825,000 shares of Common Stock at a price
      specified in such Warrant;

     

    WHEREAS,
      pursuant to the terms of, and in partial consideration for, the Investor’s
      agreement to enter into the Purchase Agreement, the Company has agreed to
      provide the Investor with certain registration rights with respect to the
      Registrable Securities (as defined in the Purchase Agreement) as set forth
      herein;

     

    NOW,
      THEREFORE, in consideration of the premises, the representations, warranties,
      covenants and agreements contained herein, in the Warrant, and in the Purchase
      Agreement, and for other good and valuable consideration, the receipt and
      sufficiency of which is hereby acknowledged, intending to be legally bound
      hereby, the parties hereto agree as follows (capitalized terms used herein
      and
      not defined herein shall have the respective meanings ascribed to them in the
      Purchase Agreement):

     

    ARTICLE
      I

    REGISTRATION
      RIGHTS

     

    Section
      1.1 Registration
      Statement.

     

    (a) Filing
      of the Registration Statement.
      Upon
      the terms and subject to the conditions set forth in this Agreement, the Company
      shall file with the Commission within ninety (90) calendar days after the
      Closing Date a registration statement on Form S-3 under the Securities Act
      or
      such other form as deemed appropriate by counsel to the Company for the
      registration for the resale by the Investor of the Registrable Securities (the
      “Registration
      Statement”),
      provided, however, that the Company’s obligations in this Article I are subject
      to any limitations on the Company’s ability to register the full complement of
      such Registrable Securities in accordance with Rule 415 under the Securities
      Act
      or other regulatory limitations.

     

    (b) Effectiveness
      of the Registration Statement.
      The
      Company shall use commercially reasonable efforts (i) to have the
      Registration Statement declared effective by the Commission as soon as
      reasonably practicable, but in any event no later than one hundred eighty (180)
      calendar days after the Closing Date and (ii) to ensure that the
      Registration Statement remains in effect throughout the term of this Agreement
      as set forth in Section 4.2, subject to the terms and conditions of this
      Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (c) Regulatory
      Disapproval.
      The
      contemplated effective date for the Registration Statement as described in
      Section 1.1(b) shall be extended without default or liquidated damages
      hereunder or under the Purchase Agreement in the event that the Company’s
      failure to obtain the effectiveness of the Registration Statement on a timely
      basis results from (i)
      the
      failure of the Investor to timely provide the Company with information requested
      by the Company and necessary to complete the Registration Statement in
      accordance with the requirements of the Securities Act or (ii) the
      Commission’s
      disapproval of the structure of the transactions contemplated by the Purchase
      Agreement,
      or
      (iii) events or circumstances that are not in any way attributable to the
      Company, including but not limited to delays caused by the Commission. In
      the
      event
      of
      clause (ii) above,
      the
      parties agree to cooperate with one another in good faith to arrive at a
      resolution acceptable to the Commission.

     

    (d) Failure
      to Maintain Effectiveness of Registration Statement.
      In the
      event the Company fails to maintain the effectiveness of the Registration
      Statement (or the Prospectus) throughout the period set forth in Section 4.2,
      other than temporary suspensions as set forth in Section 1.1(e), and the
      Investor holds any Registrable Securities at any time during the period of
      such
      ineffectiveness (an “Ineffective Period”), and provided that such failure to
      maintain effectiveness was within the reasonable control of the Company, the
      Company shall pay on demand to the Investor in immediately available funds
      into
      an account designated by the Investor an amount equal to the product of (i)
      the
      total number of Registrable Securities issued to the Investor under the Purchase
      Agreement (which, for the avoidance of doubt, shall not include any Warrant
      Shares) and owned by the Investor at any time during such Ineffective Period
      (and not otherwise sold, hypothecated or transferred) and (ii) the result,
      if
      greater than zero, obtained by subtracting the VWAP on the Trading Day
      immediately following the last day of such Ineffective Period from the VWAP
      on
      the Trading Day immediately preceding the day on which any such Ineffective
      Period began; provided, however, that (A)
      the
      foregoing payments shall not apply in respect of Registrable Securities
(I)
      that
      are
      otherwise freely tradable by the Investor,
      including pursuant to Rule 144 under the Securities Act (as such Rule may be
      amended from time to time, "Rule 144") or (II) if the Company offers to
      repurchase from the Investor such Registrable Securities for a per share
      purchase price equal to the VWAP on the Trading Day immediately preceding the
      day on which any such Ineffective Period began and (B) unless otherwise required
      by any applicable federal and state securities laws, the Company shall be under
      no obligation to supplement the Prospectus to reflect the issuance of any Shares
      pursuant to a Draw Down at any time prior to the day following the Settlement
      Date with respect to such Shares and that the failure to supplement the
      Prospectus prior to such time shall not be deemed a failure to maintain the
      effectiveness of the Registration Statement (or Prospectus) for purposes of
      this
      Agreement (including this Section 1.1(d)).

     

    (e) Deferral
      or Suspension During a Blackout Period.
      Notwithstanding the provisions of Section 1.1(d), if in the good faith
      judgment of the Company, following consultation with legal counsel, it would
      be
      detrimental to the Company or its stockholders for the Registration Statement
      to
      be filed or for resales of Registrable Securities to be made pursuant to the
      Registration Statement due to (i) the existence of a material development
      or potential material development involving the Company that the Company would
      be obligated to disclose or incorporate by reference in the Registration
      Statement and which the Company has not disclosed, or which disclosure would
      be
      premature or otherwise inadvisable at such time or would have a Material Adverse
      Effect on the Company or its stockholders, or (ii) a filing of a
      Company-initiated registration of any class of its equity securities would
      adversely affect or require premature disclosure of such filing (the Company’s
      notice thereof, a “Blackout
      Notice”),
      the
      Company shall have the right to (A) immediately defer such filing for a
      period of not more than sixty (60) days beyond the date by which such
      Registration Statement was otherwise required hereunder to be filed or
      (B) suspend use of such Registration Statement for a period of not more
      than thirty (30) days (any such deferral or suspension period, a “Blackout
      Period”).
      The
      Investor acknowledges that it would be seriously detrimental to the Company
      and
      its stockholders for such Registration Statement to be filed (or remain in
      effect) during a Blackout Period and therefore essential to defer such filing
      (or suspend the use thereof) during such Blackout Period and agrees to cease
      any
      disposition of the Registrable Securities during such Blackout Period. The
      Company may not utilize any of its rights under this Section 1.1(e) to
      defer the filing of a Registration Statement (or suspend its effectiveness)
      more
      than six (6) times in any twelve (12) month period. In the event that, within
      fifteen (15) Trading Days following any Settlement Date, the Company gives
      a
      Blackout Notice to the Investor and the VWAP on the Trading Day immediately
      preceding such Blackout Period (“Old
      VWAP”)
      is
      greater than the VWAP on the first Trading Day following such Blackout Period
      that the Investor may sell its Registrable Securities pursuant to an effective
      Registration Statement (“New
      VWAP”),
      then
      the Company shall pay to the Investor, by wire transfer of immediately available
      funds to an account designated by the Investor, the “Blackout Amount.” For the
      purposes of this Agreement, Blackout Amount means a percentage equal to: (1)
      seventy-five percent (75%) if such Blackout Notice is delivered prior to the
      fifth (5th) Trading Day following such Settlement Date; (2) fifty percent (50%)
      if such Blackout Notice is delivered on or after the fifth (5th) Trading Day
      following such Settlement Date, but prior to the tenth (10th) Trading Day
      following such Settlement Date; (3) twenty-five percent (25%) if such Blackout
      Notice is delivered on or after the tenth (10th) Trading Day following such
      Settlement Date, but prior to the fifteenth (15th) Trading Day following such
      Settlement Date; and (4) zero percent (0%) thereafter of: the product of (i)
      the
      number of Registrable Securities purchased by the Investor pursuant to the
      most
      recent Draw Down and actually held by the Investor (and not otherwise sold,
      hypothecated or transferred) immediately prior to the Blackout Period and (ii)
      the result, if greater than zero, obtained by subtracting the New VWAP from
      the
      Old VWAP; provided, however, that no Blackout Amount shall be payable in respect
      of Registrable Securities (x) that are otherwise freely tradable by the
      Investor, including under Rule 144, during the Blackout Period or (y) if the
      Company offers to repurchase from the Investor such Registrable Securities
      for a
      per share purchase price equal to the VWAP on the Trading Day immediately
      preceding the day on which any such Blackout Period began. For any Blackout
      Period in respect of which a Blackout Amount becomes due and payable, rather
      than paying the Blackout Amount, the Company may at is sole discretion, issue
      to
      the Investor shares of Common Stock with an aggregate market value determined
      as
      of the first Trading Day following such Blackout Period equal to the Blackout
      Amount (“Blackout
      Shares”).

     

    
      
        
        

      

      
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    (f) Liquidated
      Damages;
      Sole
      Remedy.
      The
      Company and the Investor hereto acknowledge and agree that the amounts payable
      under Sections 1.1(d) and 1.1(e) and
      the
      Blackout Shares deliverable under Section 1.1(e) above
      shall
      constitute liquidated damages and not penalties. The parties further acknowledge
      that (i) the
      amount of loss or damages likely to be incurred by the Investor is incapable
      or
      is difficult to precisely estimate, (ii) the
      amounts specified in such subsections bear a reasonable proportion and are
      not
      plainly or grossly disproportionate to the probable loss likely to be incurred
      in connection with any failure by the Company to obtain or maintain the
      effectiveness of the Registration Statement, (iii) one
      of
      the reasons for the Company and the Investor reaching an agreement as to such
      amounts was the uncertainty and cost of litigation regarding the question of
      actual damages, and (iv) the
      Company and the Investor are sophisticated business parties and have been
      represented by sophisticated and able legal and financial counsel and negotiated
      this Agreement at arm’s length.
      The
      Investor agrees that, so long as the Company makes the payments or deliveries
      provided for in Sections 1.1(d) or 1.1(e), as applicable, the Company’s failure
      to maintain the effectiveness, deferral or suspension of the Registration
      Statement that triggered such payments or deliveries shall not constitute a
      material breach or default of any obligation of the Company to the
      Investor
      and such
      payments or deliveries shall constitute the Investor’s sole remedies with
      respect thereto.

     

    (g) Additional
      Registration Statements.
      In the
      event and to the extent that the Registration Statement fails to register a
      sufficient amount of Common Stock necessary for the Company to issue and sell
      to
      the Investor and the Investor to purchase from the Company all of the
      Registrable Securities to be issued, sold and purchased under the Purchase
      Agreement and the Warrant, the Company shall, upon a timetable mutually
      agreeable to both the Company and the Investor, use its commercially reasonable
      efforts to prepare and file with the Commission an additional registration
      statement or statements in order to effectuate the purpose of this Agreement,
      the Purchase Agreement, and the Warrant.

     

     

    ARTICLE
      II

    REGISTRATION
      PROCEDURES

     

    Section
      2.1 Filings;
      Information.
      The
      Company shall effect the registration with respect to the sale of the
      Registrable Securities by the Investor in accordance with the intended methods
      of disposition thereof. Without limiting the foregoing, the Company in each
      such
      case will do the following as expeditiously as is commercially reasonable,
      but
      in no event later than the deadline, if any, prescribed therefor in this
      Agreement:

     

    (a) Subject
      to Section 1.1(e), the Company shall (i) prepare and file with the
      Commission the Registration Statement; (ii) use commercially reasonable
      efforts to cause such filed Registration Statement to become and to remain
      effective (pursuant to Rule 415 under the Securities Act or otherwise);
      (iii) prepare and file with the Commission such amendments and supplements
      to the Registration Statement and the Prospectus used in connection therewith
      as
      may be necessary to keep such Registration Statement effective for the time
      period prescribed by Section 4.2 and in order to effectuate the purpose of
      this Agreement, the Purchase Agreement, and the Warrant; and (iv) comply in
      all material respects with the provisions of the Securities Act with respect
      to
      the disposition of all securities covered by such Registration Statement during
      such period in accordance with the intended methods of disposition by the
      Investor set forth in such Registration Statement; provided, however, that
      the
      Company shall be under no obligation to supplement the Prospectus to reflect
      the
      issuance of any Shares pursuant to a Draw Down at any time prior to the Trading
      Day following the second Settlement Date with respect to a Draw Down and,
      provided further, however, that the Investor shall be responsible for the
      delivery of the Prospectus to the Persons to whom the Investor sells the Shares
      and the Warrant Shares, and the Investor agrees to dispose of Registrable
      Securities in compliance with the plan of distribution described in the
      Registration Statement and otherwise in compliance with applicable federal
      and
      state securities laws.

     

    
      
        
        

      

      
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    (b) The
      Company shall deliver to the Investor and its counsel, in accordance with the
      notice provisions of Section 4.8, such number of copies of the Registration
      Statement, each amendment and supplement thereto (in each case including all
      exhibits thereto), the Prospectus (including each preliminary prospectus) and
      such other documents or information as the Investor or counsel may reasonably
      request in order to facilitate the disposition of the Registrable Securities,
      provided, however, that to the extent reasonably practicable, such delivery
      may
      be accomplished via electronic means.

     

    (c) After
      the
      filing of the Registration Statement, the Company shall promptly notify the
      Investor of any stop order issued or, to the Knowledge of the Company,
      threatened by the Commission in connection therewith and take all commercially
      reasonable actions required to prevent the entry of such stop order or to remove
      it if entered.

     

    (d) The
      Company shall use commercially reasonable efforts to (i) register or
      qualify the Registrable Securities under such other securities or blue sky
      laws
      of each jurisdiction in the United States as the Investor may reasonably (in
      light of its intended plan of distribution) request, and (ii) cause the
      Registrable Securities to be registered with or approved by such other
      governmental agencies or authorities in the United States as may be necessary
      by
      virtue of the business and operations of the Company and do any and all other
      customary acts and things that may be reasonably necessary or advisable to
      enable the Investor to consummate the disposition of the Registrable Securities;
      provided, however, that the Company will not be required to qualify generally
      to
      do business in any jurisdiction where it would not otherwise be required to
      qualify but for this Section 2.1(d), subject itself to taxation in any such
      jurisdiction, consent or subject itself to general service of process in any
      such jurisdiction, change any existing business practices, benefit plans or
      outstanding securities or amend or otherwise modify the Charter or
      Bylaws.

     

    (e) The
      Company shall make available to the Investor (and will deliver to Investor’s
      counsel), (i) subject to restrictions imposed by the United States federal
      government or any agency or instrumentality thereof, copies of all public
      correspondence between the Commission and the Company concerning the
      Registration Statement and will also make available for inspection by the
      Investor and any attorney, accountant or other professional retained by the
      Investor (collectively, the “Inspectors”),
      (ii) upon reasonable advance notice during normal business hours all
      financial and other records, pertinent corporate documents and properties of
      the
      Company (collectively, the “Records”)
      as
      shall be reasonably necessary to enable them to exercise their due diligence
      responsibility, and cause the Company’s officers and employees to supply all
      information reasonably requested by any Inspectors in connection with the
      Registration Statement; provided, however, that (x) the Company shall not be
      obligated to disclose any portion of the Records consisting of either (A)
      material non-public information or (B) confidential information of a third
      party
      and (y) any such Inspectors must agree in writing for the benefit of the Company
      not to use or disclose any such Records except as provided in this
      Section 2.1(e). Records that the Company determines, in good faith, to be
      confidential and that it notifies the Inspectors are confidential shall not
      be
      disclosed by the Inspectors unless the disclosure or release of such Records
      is
      requested or required pursuant to oral questions, interrogatories, requests
      for
      information or documents or a subpoena or other order from a court of competent
      jurisdiction or other judicial or governmental process; provided, however,
      that
      prior to any disclosure or release pursuant to the immediately preceding clause,
      the Inspectors shall provide the Company with prompt notice of any such request
      or requirement so that the Company may seek an appropriate protective order
      or
      waive such Inspectors’ obligation not to disclose such Records; and, provided,
      further, that if failing the entry of a protective order or the waiver by the
      Company permitting the disclosure or release of such Records, the Inspectors,
      upon advice of counsel, are compelled to disclose such Records, the Inspectors
      may disclose that portion of the Records that counsel has advised the Inspectors
      that the Inspectors are compelled to disclose; provided, however, that upon
      any
      such required disclosure, such Inspector shall use his or her best efforts
      to
      obtain reasonable assurances that confidential treatment will be afforded such
      information. The Investor agrees that information obtained by it solely as
      a
      result of such inspections (not including any information obtained from a third
      party who, insofar as is known to the Investor after reasonable inquiry, is
      not
      prohibited from providing such information by a contractual, legal or fiduciary
      obligation to the Company) shall be deemed confidential and shall not be used
      for any purposes other than as indicated above or by it as the basis for any
      market transactions in the securities of the Company or its affiliates unless
      and until such information is made generally available to the public. The
      Investor further agrees that it will, upon learning that disclosure of such
      Records is sought in a court of competent jurisdiction, give notice to the
      Company and allow the Company, at its expense, to undertake appropriate action
      to prevent disclosure of the Records deemed confidential.

     

    
      
        
        

      

      
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    (f) The
      Company shall otherwise comply in all material respects with all applicable
      rules and regulations of the Commission, including, without limitation,
      compliance with applicable reporting requirements under the Exchange
      Act.

     

    (g) The
      Company shall appoint (or shall have appointed) a transfer agent and registrar
      for all of the Registrable Securities covered by such Registration Statement
      not
      later than the effective date of such Registration Statement.

     

    (h) The
      Investor shall cooperate with the Company, as reasonably requested by the
      Company, in connection with the preparation and filing of any Registration
      Statement hereunder. The Company may require the Investor to promptly furnish
      in
      writing to the Company such information as may be required in connection with
      such registration including, without limitation, all such information as may
      be
      requested by the Commission, the NASDAQ Stock Market or FINRA or any state
      securities commission and all such information regarding the Investor, the
      Registrable Securities held by the Investor and the intended method of
      disposition of the Registrable Securities. The Investor agrees to provide such
      information requested in connection with such registration within five (5)
      business days after receiving such written request and the Company shall not
      be
      responsible for any delays in obtaining or maintaining the effectiveness of
      the
      Registration Statement caused by the Investor’s failure to timely provide such
      information.

     

    (i) Upon
      receipt of a Blackout Notice from the Company, the Investor shall immediately
      discontinue disposition of Registrable Securities pursuant to the Registration
      Statement covering such Registrable Securities until (i) the Company
      advises the Investor that the Blackout Period has terminated and (ii) the
      Investor receives copies of a supplemented or amended prospectus, if necessary.
      If so directed by the Company, the Investor will deliver to the Company (at
      the
      expense of the Company) or destroy (and deliver to the Company a certificate
      of
      destruction) all copies in the Investor’s possession (other than a limited
      number of file copies) of the prospectus covering such Registrable Securities
      that is current at the time of receipt of such notice.

     

    Section
      2.2 Registration
      Expenses.
      Except
      as set forth in Section 10.1 of the Purchase Agreement, the Company shall
      pay all registration expenses incurred in connection with the Registration
      Statement (the “Registration
      Expenses”),
      including, without limitation: (a) all registration, filing, securities
      exchange listing and fees required by the NASDAQ Stock Market, (b) all
      registration, filing, qualification and other fees and expenses of compliance
      with securities or blue sky laws (including reasonable fees and disbursements
      of
      counsel in connection with blue sky qualifications of the Registrable
      Securities), (c) all of the Company’s word processing, duplicating,
      printing, messenger and delivery expenses, (d) the Company’s internal
      expenses (including, without limitation, all salaries and expenses of its
      officers and employees performing legal or accounting duties), (e) the fees
      and expenses incurred by the Company in connection with the listing of the
      Registrable Securities, (f) reasonable fees and disbursements of counsel for
      the
      Company and customary fees and expenses for independent certified public
      accountants retained by the Company (including the expenses of any special
      audits or comfort letters or costs associated with the delivery by independent
      certified public accountants of such special audit(s) or comfort letter(s),
      (g)
      the fees and expenses of any special experts retained by the Company in
      connection with such registration and amendments and supplements to the
      Registration Statement and Prospectus, and (h) premiums and other costs of
      the
      Company for policies of insurance against liabilities of the Company arising
      out
      of any public offering of the Registrable Securities being registered, to the
      extent that the Company, in its discretion, elects to obtain and maintain such
      insurance. Any fees and disbursements of underwriters, broker-dealers or
      investment bankers, including without limitation underwriting fees, discounts,
      transfer taxes or commissions, and any other fees or expenses (including legal
      fees and expenses) if any, attributable to the sale of Registrable Securities,
      shall be payable by each holder of Registrable Securities pro rata on the basis
      of the number of Registrable Securities of each such holder that are included
      in
      a registration under this Agreement.

     

    
      
        
        

      

      
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    ARTICLE
      III

    INDEMNIFICATION

     

    Section
      3.1 Indemnification.
      The
      Company agrees to indemnify and hold harmless the Investor, its partners,
      affiliates, officers, directors, employees and duly authorized agents, and
      each
      Person or entity, if any, who controls the Investor within the meaning of
      Section 15 of the Securities Act or Section 20 of the Exchange Act,
      together with the partners, affiliates, officers, directors, employees and
      duly
      authorized agents of such controlling Person or entity (collectively, the
“Controlling
      Persons”),(each
      of
the
      Investor, its partners, affiliates, officers, directors, employees and duly
      authorized agents, and the
      Investor’s Controlling Persons, an “Investor Indemnified Person”),
      from and
      against any loss, claim, damage, liability, costs and expenses (including,
      without limitation, reasonable attorneys’ fees and disbursements and costs and
      expenses of investigating and defending any such claim) (collectively,
“Damages”), joint or several, and any action or proceeding in respect thereof to
      which an
      Indemnified Investor Person
      may
      become subject under the Securities Act or otherwise, as incurred, insofar
      as
      such Damages (or actions or proceedings in respect thereof) arise out of, or
      are
      based upon, any untrue statement or alleged untrue statement of a material
      fact
      contained in any Registration Statement, or in any preliminary prospectus,
      final
      prospectus, summary prospectus, amendment or supplement relating to the
      Registrable Securities or arises out of, or are based upon, any omission or
      alleged omission to state therein a material fact required to be stated therein
      or necessary to make the statements therein under the circumstances not
      misleading, and shall reimburse such
      Investor Indemnified Person
      for any
      legal and other expenses reasonably incurred by the Investor, its partners,
      affiliates, officers, directors, employees and duly authorized agents, or any
      such Controlling Person, as incurred, in investigating or defending or preparing
      to defend against any such Damages or actions or proceedings; provided, however,
      that the Company shall not be liable to the extent that any such Damages arise
      out of the Investor’s (or any other Investor indemnified Person’s) (i) failure
      to send or give a copy of the final prospectus or supplement (as then amended
      or
      supplemented) to the persons asserting an untrue statement or alleged untrue
      statement or omission or alleged omission at or prior to the written
      confirmation of the sale of Registrable Securities to such person if such
      statement or omission was corrected in such final prospectus or supplement
      or
      (ii) written confirmation of the sale of Registrable Securities purchased in
      any
      specific Draw Down prior to the filing of a supplement to the Prospectus to
      reflect such Draw Down (provided, that the Company is in compliance with its
      covenants with respect to the filing of such supplement); provided, further,
      that the Company shall not be liable to the extent that any such Damages arise
      out of or are based upon an untrue statement or alleged untrue statement or
      omission or alleged omission made in such Registration Statement, or any such
      preliminary prospectus, final prospectus, summary prospectus, amendment or
      supplement in reliance upon and in conformity with written information furnished
      to the Company by or on behalf of the Investor or any other person who
      participates as an underwriter in the offering or sale of such securities,
      in
      either case, specifically stating that it is for use in the preparation thereof.
      In connection with any Registration Statement with respect to which the Investor
      is participating, the Investor will indemnify and hold harmless, to the same
      extent and in the same manner as set forth in the preceding paragraph, the
      Company, each of its partners, affiliates, officers, directors, employees and
      duly authorized agents and
      each
of
      the
      Company’s Controlling Persons
      (each a
      "Company
      Indemnified Person")
      against any Damages to which any Company Indemnified Person may become subject
      under the Securities Act, the Exchange Act or otherwise, insofar as such Damages
      arise out of or are based upon (a) any untrue statement or alleged untrue
      statement of a material fact contained in any Registration Statement, or in
      any
      preliminary prospectus, final prospectus, summary prospectus, amendment or
      supplement relating to the Registrable Securities or arise out of, or are based
      upon, any omission or alleged omission to state therein a material fact required
      to be stated therein or necessary to make the statements therein under the
      circumstances not misleading to the extent that such violation occurs in
      reliance upon and in conformity with written information furnished to the
      Company by the Investor or on behalf of the Investor expressly for use in
      connection with such Registration Statement, or (b) any failure by the
      Investor to comply with prospectus delivery requirements of the Securities
      Act,
      the Exchange Act or any other law or legal requirement applicable to sales
      under
      the Registration Statement, or (c) a written confirmation of the sale of
      Registrable Securities purchased by such Investor in any specific Draw Down
      prior to the filing of a supplement to the Prospectus to reflect such Draw
      Down
      (provided the Company is in compliance with its covenants with respect to the
      filing of such supplement).

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

       

    

    Section
      3.2 Conduct
      of Indemnification Proceedings.
      All
      claims for indemnification under Section 3.1 shall be asserted and resolved
      in accordance with the provisions of Section 9.2 and 9.3 of the Purchase
      Agreement.

     

    Section
      3.3 Additional
      Indemnification.
      Indemnification similar to that specified in the preceding paragraphs of this
      Article III (with appropriate modifications) shall be given by the Company
      and
      the
      Investor with
      respect to any required registration or other qualification of securities under
      any federal or state law or regulation of any governmental authority other
      than
      the Securities Act. The provisions of this Article III shall be in addition
      to
      any other rights to indemnification, contribution or other remedies which an
      Investor
      Indemnified
      Person
      or a
      Company Indemnified Person may have pursuant to law, equity, contract or
      otherwise.

     

    To
      the
      extent that any indemnification provided for herein is prohibited or limited
      by
      law, the indemnifying party will make the maximum contribution with respect
      to
      any amounts for which it would otherwise be liable under this Article III to
      the
      fullest extent permitted by law. However, (a) no contribution will be made
      under circumstances where the maker of such contribution would not have been
      required to indemnify the indemnified party under the fault standards set forth
      in this Article III, (b) if the Investor is guilty of fraudulent
      misrepresentation (within the meaning of Section 11(f) of the Securities
      Act),
      no
      Investor Indemnified
      Person will
      be
      entitled to contribution from any Person who is not guilty of such fraudulent
      misrepresentation, and (c) contribution (together with any indemnification
      obligations under this Agreement) by the Investor will be limited in amount
      to
      the proceeds received by the Investor from sales of Registrable
      Securities.

     

    ARTICLE
      IV

    MISCELLANEOUS

     

    Section
      4.1 No
      Outstanding Registration Rights.
      Except
      as otherwise disclosed in accordance with the Purchase Agreement or in the
      Commission Documents, the Company represents and warrants to the Investor that
      there is not in effect on the date hereof any agreement by the Company pursuant
      to which any holders of securities of the Company have a right to cause the
      Company to register or qualify such securities under the Securities Act or
      any
      securities or blue sky laws of any jurisdiction.

     

    Section
      4.2 Term.
      The
      registration rights provided to the holders of Registrable Securities hereunder,
      and the Company’s obligation to keep the Registration Statement effective, shall
      terminate at the earlier of (a) such time that is one year following the
      termination of the Purchase Agreement, (b) such time as all Registrable
      Securities have been issued and have ceased to be Registrable Securities, or
      (c) upon the consummation of an “Excluded
      Merger or Sale”
as
      defined in the Warrant or an event described in the last sentence of Section
      6(d) or Section 6(e) of the Warrant. Notwithstanding the foregoing, Section 1.1(d),
      Article III, Section 4.7, Section 4.8, Section 4.9,
      Section 4.10, Section 4.11 and Section 4.13 shall survive the
      termination of this Agreement.

     

    Section
      4.3 Rule 144.
      The
      Company will, at its expense, promptly take such action as holders of
      Registrable Securities may reasonably request to enable such holders of
      Registrable Securities to sell Registrable Securities without registration
      under
      the Securities Act within the limitation of the exemptions provided by
      (a) Rule 144
      under
      the Securities Act (“Rule 144”),
      as
      such Rule may be amended from time to time,
      or
      (b) any similar rule or regulation hereafter adopted by the Commission;
      provided, that such holders of Registrable Securities may not make any such
      request more than once in any calendar quarter during the term of this
      Agreement.
      If at
      any time the Company is not required to file such reports, it will, at its
      expense, forthwith upon the written request of any holder of Registrable
      Securities, make available adequate current public information with respect
      to
      the Company within the meaning of Rule 144(c)(2) or such other information
      as necessary to permit sales pursuant to Rule 144. Upon the request of the
      Investor, the Company will deliver to the Investor a written statement, signed
      by the Company’s principal financial officer, as to whether it has complied with
      such requirements.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

       

    

    Section
      4.4 Certificate.
      The
      Company will, at its expense, forthwith upon the request of any holder of
      Registrable Securities, deliver to such holder a certificate, signed by the
      Company’s principal financial officer, stating (a) the Company’s name,
      address and telephone number (including area code), (b) the Company’s
      Internal Revenue Service identification number, (c) the Company’s
      Commission file number, (d) the number of shares of each class of capital
      stock outstanding as shown by the most recent report or statement published
      by
      the Company, and (e) whether the Company has filed the reports required to
      be
      filed under the Exchange Act for a period of at least ninety (90) days prior
      to
      the date of such certificate and in addition has filed the most recent annual
      report required to be filed thereunder.

     

    Section
      4.5 Amendment
      And Modification.
      Any
      provision of this Agreement may be waived, provided that such waiver is set
      forth in a writing executed by the Company and the holder(s) of the majority
      of
      then-outstanding Registrable Securities. The provisions of this Agreement,
      including the provisions of this sentence, may be amended, modified or
      supplemented, and waivers or consents to departures from the provisions hereof
      may be given, with the written consent of the Company and the holder(s) of
      the
      majority of then-outstanding Registrable Securities. No course of dealing
      between or among any Person having any interest in this Agreement will be deemed
      effective to modify, amend or discharge any part of this Agreement or any rights
      or obligations of any person under or by reason of this Agreement.

     

    Section
      4.6 Successors
      and Assigns; Entire Agreement.
      This
      Agreement and all of the provisions hereof shall be binding upon and inure
      to
      the benefit of the parties hereto and their respective successors and permitted
      assigns. The Company may assign this Agreement at any time in connection with
      a
      sale or acquisition of the Company, whether by merger, consolidation, sale
      of
      all or substantially all of the Company’s assets, or similar transaction,
      without the consent of the Investor, provided that the successor or acquiring
      Person or entity agrees in writing to assume all of the Company’s rights and
      obligations under this Agreement. Investor may assign its rights and obligations
      under this Agreement only with the prior written consent of the Company, and
      any
      purported assignment by the Investor absent the Company’s consent shall be null
      and void. This Agreement, together with the Purchase Agreement and the Warrant
      sets forth the entire agreement and understanding between the parties as to
      the
      subject matter hereof and merges and supersedes all prior discussions,
      agreements and understandings of any and every nature among them.

     

    Section
      4.7 Severability.
      If any
      provision of this Agreement becomes or is declared by a court of competent
      jurisdiction to be illegal, unenforceable or void, this Agreement shall continue
      in full force and effect without said provision; provided that, if the severance
      of such provision materially changes the economic benefits of this Agreement
      to
      either party as such benefits are anticipated as of the date hereof, then such
      party may terminate this Agreement on five (5) business days prior written
      notice to the other party. In such event, the Purchase Agreement will terminate
      simultaneously with the termination of this Agreement.

     

    Section
      4.8 Notices.
      All
      notices, demands, requests, consents, approvals, and other communications
      required or permitted hereunder shall be given in accordance with
      Section 10.4 of the Purchase Agreement.

     

    Section
      4.9 Governing
      Law; Dispute Resolution.
      This
      Agreement shall be construed under the laws of the State of New
      York.

     

    Section
      4.10 Headings.
      The
      headings in this Agreement are for convenience of reference only and shall
      not
      constitute a part of this Agreement, nor shall they affect their meaning,
      construction or effect.

     

    Section
      4.11 Counterparts.
      This
      Agreement may be executed in multiple counterparts, each of which shall be
      deemed to be an original instrument and all of which together shall constitute
      one and the same instrument.

     

    Section
      4.12 Further
      Assurances.
      Each
      party shall cooperate and take such action as may be reasonably requested by
      another party in order to carry out the provisions and purposes of this
      Agreement and the transactions contemplated hereby.

     

    Section
      4.13 Absence
      of Presumption.
      This
      Agreement shall be construed without regard to any presumption or rule requiring
      construction or interpretation against the party drafting or causing any
      instrument to be drafted.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
      by
      the undersigned, thereunto duly authorized, as of the date first set forth
      above.

     

    
      	 	 	 
	 	
              KINGSBRIDGE
                CAPITAL LIMITED

            
	 
 	 
 	 
 
	 	By:  	
              /s/
                Tony Gardner-Hillman

            
	 	
              

              Tony
                Gardner-Hillman 

            
	 	
              Director

            


    

     

    
      	 	 	 
	 	
              
                Discovery
                  Laboratories, Inc.

              

            
	 
 	 
 	 
 
	 	By:  	/s/ John G. Cooper
	 	
              

              
                Name:
                  John G. Cooper,

              

            
	 	
              
                Title:Executive
                  Vice President and

                Chief
                  Financial Officer

              

            


    

    


    
      
        
        

      

      
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