Exhibit
        10.3

    

     

    January
      3, 2008


    


    John
      G.
      Cooper

    c/o
      Discovery Laboratories, Inc.

    2600
      Kelly Road

    Suite
      100

    Warrington,
      PA 18976

    


    
      	Re:	
              Amendment
                to Employment Agreement

            


    

    


    Dear
      Mr.
      Cooper,

    


    This
      amendment is attached to and made part of the Amended and Restated Employment
      Agreement dated as of May 4, 2006 between you and Discovery Laboratories, Inc.
      (as it may have been previously amended, the “Agreement”).
      Effective as of the date hereof the parties hereby agree that certain provisions
      of the Agreement are revised as set forth below. Capitalized terms used herein
      and not otherwise defined shall have the meanings ascribed to such terms as
      set
      forth in the Agreement.

    


    1.    Section
      2
      of the Agreement is hereby amended to provide (i) that the Term of the Agreement
      shall continue through May 3, 2010, and (ii) that, commencing on May 4, 2010,
      and on each May 4th
      thereafter, the Term of the Agreement shall automatically be extended for one
      additional year, except in the event of notice as provided for
      therein.

    


    2.    The
      first
      sentence of Section 6(b) of the Agreement is hereby amended and restated in
      its
      entirety to read as follows:

    


    “Notwithstanding
      any provision to the contrary in any Company equity or other incentive plan
      or
      any stock option or restricted stock agreement between the Company and the
      Executive, all shares of stock and all options to acquire Company stock held
      by
      the Executive shall accelerate and become fully vested and, with respect to
      restricted stock, all restrictions shall be lifted, upon the Change of Control
      Date.”

    


    3.    Section
      7(b)(iii) of the Agreement is hereby amended and restated in its entirety to
      read as follows: 

    


    “Within
      10 days after the Date of Termination, a lump sum cash payment in an amount
      equal to the product of one and one-half (1.5) times the sum of (A) the
      Executive’s Base Salary then in effect (determined without regard to any
      reduction in such Base Salary constituting Good Reason) and (B) the Highest
      Annual Bonus;”

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2

     

    4.    Section
      7(c)(iii) of the Agreement is hereby amended and restated in its entirety to
      read as follows: 

    


    “Within
      10 days after the Date of Termination, a lump sum cash payment in an amount
      equal to the product of two and one-half (2.5) times the sum of (A) the
      Executive’s Base Salary then in effect (determined without regard to any
      reduction in such Base Salary constituting Good Reason) and (B) the Highest
      Annual Bonus;”

    


    Except
      as
      amended herein, the remaining terms and conditions of the Agreement shall remain
      in full force and effect. This addendum confirms an agreement between you and
      the Company with respect to the subject matter hereof and is a material part
      of
      the consideration stated in the Agreement and mutual promises made in connection
      therewith. Please indicate your acceptance of the terms contained herein by
      signing both copies of this amendment, retaining one copy for your records,
      and
      forwarding the remaining copy to the Company.

    


    


    DISCOVERY
      LABORATORIES, INC.


    


    


    By:
                                                                                             


    Name: Robert
      J.
      Capetola, Ph.D.

    Title: President
      and Chief Executive Officer

    


    


    Accepted
      and Agreed to:


    
                                                                                       
      

    Name: John
      G.
      Cooper